Client Services Agreement

This Client Services Agreement sets out the terms on which City Coast Country Property Trading provides consultancy services to its clients.

Business name: City Coast Country Property Trading
Registered office: 86-90 Paul Street, Hackney, EC2A 4NE
Email: contact@consultcart.net
Governing law: England and Wales

Important: This Agreement is a template and should be tailored to each engagement, together with any proposal, statement of work, or engagement letter.

1. Parties

This Agreement is between:

Supplier:
City Coast Country Property Trading
86-90 Paul Street, Hackney, EC2A 4NE

and

Client:
[Client legal name]
[Client company number, if applicable]
[Client registered address]

Together, the Parties, and each a Party.

2. Services

We will provide the consultancy and related services described in the accepted proposal, statement of work, quotation, engagement letter, or other written scope document agreed between the Parties, together, the Services.

The scope should include, where relevant, the nature of the Services, deliverables, timetable or milestones, assumptions and dependencies, named contacts, and fees and payment structure.

Any work outside the agreed scope may be treated as additional work and charged separately.

3. Basis of Appointment

The Client appoints City Coast Country Property Trading to provide the Services, and we agree to provide them with reasonable care and skill.

Unless expressly agreed otherwise in writing:
- we are engaged as an independent contractor;
- nothing in this Agreement creates a partnership, agency, employment, or joint venture relationship;
- we may determine how the Services are delivered, provided we meet the agreed scope and standards.

4. Term

This Agreement starts on the date the Client accepts the proposal, signs this Agreement, or instructs us to begin work, whichever happens first.

It will continue until the Services are completed or it is terminated in accordance with this Agreement.

5. Client Responsibilities

The Client shall provide complete, accurate, and timely information reasonably required for the Services, ensure that key personnel are available when needed, give instructions and approvals within a reasonable time, obtain any internal approvals, licences, permissions, or third-party consents needed on its side, ensure that materials supplied by the Client do not infringe third-party rights or breach any law, and co-operate with us in good faith.

We are entitled to rely on information provided by the Client and are not responsible for delays, additional cost, or issues caused by inaccurate, incomplete, or late information.

6. Changes to Scope

Either Party may request changes to the scope, deliverables, timetable, or assumptions.

Where a change is likely to affect fees, timescales, or resources, we may issue a revised proposal, variation, or change note. The change will take effect once agreed in writing.

If the Client requests work beyond the agreed scope and asks us to proceed before revised terms are finalised, we may charge for that work on a time and materials basis at our standard rates of [£[rate] per hour/day] unless otherwise agreed.

7. Fees and Expenses

The Client shall pay the fees set out in the relevant proposal, statement of work, or quotation.

Fees may be structured as fixed fees, staged fees, retainer fees, time-based charges, or a combination of these.

Unless stated otherwise, fees are exclusive of VAT and any similar taxes, which will be charged where applicable, and reasonable pre-approved travel, accommodation, venue, translation, or other out-of-pocket expenses may be charged in addition.

8. Invoicing and Payment

We may invoice in advance, on agreed milestones, monthly in arrears, on completion, or as otherwise set out in the agreed scope.

Payment terms: invoices are payable within 14 days of the invoice date.

Payment shall be made in the currency stated on the invoice to the bank account specified by us.

If the Client disputes any invoice, it must notify us promptly and in any event before the payment due date, setting out the reason for the dispute in reasonable detail. The undisputed portion shall still be paid on time.

Without prejudice to our other rights, we may charge interest on overdue sums at the rate permitted under the Late Payment of Commercial Debts (Interest) Act 1998, together with reasonable recovery costs where applicable.

We may suspend work where invoices remain unpaid beyond the due date.

9. Delivery and Timing

Any timetable, milestone, or delivery date is an estimate unless expressly stated to be binding.

We will use reasonable endeavours to meet agreed timescales, but we are not liable for delay caused by the Client's acts or omissions, third-party delays, events outside our reasonable control, changes to scope, or delay in approvals, access, or information.

10. Intellectual Property

10.1 Our pre-existing materials

We retain ownership of all intellectual property rights in our pre-existing materials, methodologies, frameworks, templates, know-how, working practices, and general skills, ideas, and experience used or developed in the course of providing the Services.

10.2 Deliverables

Subject to full payment of all fees due, the Client is granted a non-exclusive, non-transferable licence to use the final deliverables supplied under the engagement for its own internal business purposes, unless otherwise agreed in writing.

Unless expressly agreed otherwise in writing:
- ownership of intellectual property in the deliverables remains with us until payment in full is received;
- the Client may not resell, sublicense, publish, or commercially exploit deliverables outside its own organisation without our written consent;
- draft materials, proposals, and working papers remain our property.

10.3 Client materials

The Client retains ownership of intellectual property rights in materials it provides to us. The Client grants us a non-exclusive licence to use those materials for the purpose of providing the Services.

11. Confidentiality

Each Party shall keep confidential any confidential information disclosed by the other Party in connection with this Agreement and shall not disclose it to any third party except to its employees, contractors, or advisers who need to know it for the purposes of the Agreement and are under appropriate confidentiality obligations, where required by law, court order, or a regulator, or with the other Party's prior written consent.

Confidential information does not include information which is or becomes public other than through breach of this Agreement, was lawfully known before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of the other Party's confidential information.

This clause shall continue for [3-6 years] after termination of the Agreement, or longer where the information remains confidential by its nature.

12. Data Protection

Each Party shall comply with applicable data protection law, including the UK GDPR and Data Protection Act 2018, to the extent applicable to its processing activities.

Where we process personal data on behalf of the Client, the Parties should put in place appropriate controller/processor terms if legally required.

The Client warrants that it has all necessary rights and notices in place to share personal data with us for the purposes of the Services.

13. Warranties and Standard of Care

We will provide the Services using reasonable care and skill consistent with normal standards for a small professional consultancy providing management consultancy services.

Except as expressly stated in this Agreement, all warranties, conditions, and other terms implied by law are excluded to the fullest extent permitted by law.

We do not warrant that any recommendation, deliverable, or outcome will guarantee a particular commercial, financial, operational, legal, or strategic result.

The Client remains responsible for its own decisions, implementation, and compliance obligations.

14. Liability

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited.

Subject to the above, our total aggregate liability arising out of or in connection with the Services or this Agreement, whether in contract, tort, negligence, breach of statutory duty, or otherwise, shall not exceed the total fees paid or payable under the relevant engagement in the 12 months preceding the event giving rise to the claim, or £[insert cap], whichever is the greater.

To the fullest extent permitted by law, we shall not be liable for loss of profit, loss of revenue, loss of business, loss of contracts, loss of anticipated savings, loss of opportunity, loss of goodwill, loss of data, or any indirect or consequential loss.

The Client shall not bring any claim more than 12 months after the date on which it became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim.

15. Reliance and Use of Deliverables

Deliverables are prepared solely for the Client and for the purpose described in the agreed scope.

Unless we agree otherwise in writing:
- no third party may rely on any deliverable;
- the Client may not provide our deliverables to third parties in a way that implies we owe them a duty of care;
- any decision to implement recommendations remains the Client's responsibility.

16. Termination

Either Party may terminate this Agreement immediately by written notice if the other Party commits a material breach which, if capable of remedy, is not remedied within 14 days of written notice requiring remedy, or becomes insolvent, enters liquidation, has an administrator or receiver appointed, or ceases or threatens to cease trading.

Either Party may also terminate for convenience on [30 days'] written notice, unless a different notice period is stated in the relevant scope document.

17. Consequences of Termination

On termination, the Client shall pay all fees and expenses accrued up to the termination date, where work has been committed or partly completed we may invoice for the proportion of work performed and any unavoidable committed costs, each Party shall on request return or securely destroy the other Party's confidential information subject to legal and regulatory retention obligations, and any clauses intended to survive termination shall continue in force, including confidentiality, liability, payment, intellectual property, and governing law.

18. Force Majeure

Neither Party shall be liable for failure or delay in performing its obligations where caused by events beyond its reasonable control, including acts of God, war, civil unrest, industrial disputes, cyber incidents, interruption to utilities, governmental action, epidemic, pandemic, or failure of suppliers or communications networks.

The affected Party shall notify the other as soon as reasonably practicable.

19. Notices

Any formal notice under this Agreement shall be in writing and sent by email or by post to the contact details last notified by the receiving Party.

Notices to us should be sent to: contact@consultcart.net

20. Entire Agreement

This Agreement, together with the relevant proposal, statement of work, or other written scope document, constitutes the entire agreement between the Parties in relation to the Services and supersedes prior discussions, correspondence, or understandings relating to that subject matter.

21. Assignment and Subcontracting

The Client may not assign or transfer its rights or obligations under this Agreement without our prior written consent.

We may use employees, associates, or suitably qualified subcontractors to deliver parts of the Services, provided we remain responsible for overall delivery.

22. Severance

If any provision of this Agreement is found to be unlawful, invalid, or unenforceable, the remaining provisions shall continue in full force and effect.

23. No Waiver

A failure or delay by either Party to exercise a right or remedy shall not constitute a waiver of that or any other right or remedy.

24. Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction, unless mandatory law requires otherwise.