Pendragon Information Systems

TERMS AND CONDITIONS

Interpretation In these Terms and Conditions:
1. the “Schedule” means the schedule attached to these Terms and Conditions signed by or on behalf of the Client and Pendragon;
2. the “Project” means the information technology project detailed in the Schedule;
3. the “Timetable” means the timetable for the performance of the Services and the completion of the Project as detailed in the Schedule;
4. the “Facilities” means those facilities which the Client will make available (or will procure are made available) to the Supplier at the Site in order to assist the Supplier to perform the Services and deliver the Project;
5. the “Services” means any goods, services or advice to be provided by the Supplier to the Client as detailed in the Schedule;
6. the “Contract Price” means the agreed price to be paid by the Client to Pendragon as detailed in the Schedule;
7. the “Limit” means the sum shown as the Limit in the Schedule;
8. the “Payment Terms” means the terms agreed for the payment by the Client to Pendragon of the Contract Price as set out in the Schedule;
9. the “Site” means the location of the premises where the Project is to be delivered;
10. this “Agreement” means the agreement between Pendragon and the Client constituted by these Terms and Conditions and the Schedule;
11. the “Supplier” means the Supplier named as such in the Schedule;
12. the “Pendragon/Supplier Contract” means the contract or agreement between Pendragon and the Supplier relating to the provision by the Supplier of the Services to the Client; and
13. references to the singular include the plural and references to the masculine include the feminine and vice versa.
Agreement In consideration of the payment of the Contract Price in accordance with this Agreement by the Client Pendragon shall use its reasonable endeavours to procure that the Supplier delivers the Services to and performs the Project for the Client.
The Services
1. In the event that the Client wishes at any time before the Commencement Date or during the delivery of the Services to alter the Services as detailed in the Schedule it will provide details of its proposed alterations to Pendragon and the Supplier. Such alterations will only be valid to change the definition of the Services and/or the Project if agreed in writing by the Supplier and Pendragon and the Client recognises that Pendragon may in turn wish to revise the Contract Price in the light of the Client’s proposed alterations before agreeing to the same. No change to the Contract Price will be valid until accepted in writing by the Client and Pendragon.
2. The Client will ensure that the Facilities will be made available at all reasonable times during working hours to the Supplier and its representatives at the Site. The Client recognises and accepts that the Supplier is free to organise its representatives and the work and services required to perform the Services and complete the Project at the Supplier’s sole discretion.
3. The Client accepts that the Supplier may at any time make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or make any changes to the Services which do not affect the nature or quality of the Services or the completion of the Project (provided that the Supplier notifies the Client in advance of making the same) but no such changes shall affect the Contract Price.
4. The Client accepts that the Supplier may sub-contract the whole or any part of the performance of the Services with its prior consent (such consent not to be unreasonably withheld).
Duration and Termination
1. This Agreement shall begin on the Commencement Date set out in the Schedule and shall remain in force until the Project is completed, or where the Project is for a fixed term, on expiry of that term.
2. Either party may terminate this Agreement by giving not less than 14 days written notice to the other party in the event that:
  1. either party is in breach of this Agreement and fails to remedy such breach (if capable of remedy) within 14 days after being required in writing to do so by the other party;
  2. the other party goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
3. Pendragon may terminate this Agreement by giving not less that 14 days written notice to the Client if:
  1. the Client has failed to make any payment which has fallen due for payment under the terms of this Agreement and fails to remedy that default within 7 days of receiving a written demand to that effect from Pendragon;
  2. the Client fails to ensure that the Supplier is allowed reasonable access to the Site and/or its equipment, personnel or information (or other of the Facilities) required in order that the Supplier may perform the Services.
4. The Client may terminate this Agreement by giving not less than 14 days written notice to Pendragon in the event that the Supplier has failed (or in the Client’s reasonable opinion is failing) to provide the Services to the Client’s reasonable satisfaction provided that no such notice may be given until the Client has first served on Pendragon a written notice detailing the cause of the Client’s dissatisfaction with the Supplier and Pendragon has been unable to remedy the same to the Client’s reasonable satisfaction within seven days after the service of such written notice.
5. Where the terms of the Schedule so provide, either Pendragon or the Client may end this Agreement on giving the requisite period of notice as specified in the Schedule but where no such notice period is provided in the Schedule the Client has no right to end this Agreement by the giving of a period of notice (otherwise than where provided in this clause 4).
6. Pendragon may also terminate this Agreement without any notice in the event that the Supplier for any reason ceases to provide the Services (or threatens so to cease).
7. The Client shall indemnify Pendragon and shall keep it indemnified on demand against all claims, loses, expenses, demands, proceedings or liabilities which Pendragon may suffer or incur or have made or bought against it arising out of or as a result of the Client terminating this Agreement in breach of the terms hereof or if (through no fault of either Pendragon or the Supplier) the Supplier is unable to provide the Services or the Project is cancelled or delayed.
The Client’s Obligations
1. The Client will, at no cost to the Supplier or Pendragon, ensure that the Supplier is provided with all documents or other materials and data or other information necessary for the completion of the Project and the performance of the Services in accordance with the Timetable or other target(s) for progress or completion set out in the Schedule or otherwise agreed in writing between the parties and the Supplier.
2. The Client will ensure that all personnel or sub contractors who work with those of the Supplier in relation to the Services or the Project will at all times observe the highest standards of health and safety, security and confidentiality whilst so working with the Supplier or its representatives.
3. The Client will promptly (and in any event within seven days of the same being submitted to it) check any time-sheets or work-logs (“Work Records”) provided to it in relation to any work or services undertaken by the Supplier and will promptly notify Pendragon in writing of any objections or questions it may have in relation thereto. If Pendragon receives no such notification from the Client within seven days of the Work Records first being provided to the Client, the Client shall be deemed to have accepted the accuracy of such Work Records (and shall not be entitled to subsequently question or deny their accuracy) and Pendragon shall be entitled to rely on such acceptance when making payment to the Supplier in respect of the Services attributable to the relevant Work Records.
Pendragon’s Obligations Pendragon will use its reasonable endeavours to ensure that all personnel and sub-contractors used by the Supplier to perform any part of the Services will have the necessary skills and expertise in order to properly undertake the work required of them but, subject as aforesaid, the Client recognises and accepts that it is has the sole responsibility for selecting the Supplier and determining the suitability of the Supplier to provide the Services and undertake the Project and accordingly:
1. the Client agrees and accepts that Pendragon shall have no liability for the actions or omissions of the Supplier or those for whom the Supplier is responsible (whether in relation to the performance or non-performance of the Services and/or the Project or otherwise howsoever);
2. the Client will take all reasonable steps to ensure the health and safety of all personnel supplied by the Supplier in the provision of the Services whilst at the Site (and their respective equipment and possessions) and will indemnify Pendragon and keep it indemnified on demand against all claims, losses, expenses, demands, actions, proceedings and liabilities which Pendragon may suffer or incur or which may be made or brought against it arising out of or in connection with the failure by the Client to observe such obligation;
3. the Client accepts and agrees that, notwithstanding the other terms of this Agreement, Pendragon shall not be liable to it in respect of any matter which is not covered in full by Pendragon’s indemnity insurances and in any event no liability of Pendragon to the Client (whether arising out of any breach of this Agreement or otherwise) shall exceed the Limit.
Confidentiality
1. Pendragon will use its reasonable endeavours to ensure that any documents or other materials and data or other information which are supplied to the Supplier in connection with the Projectremain confidential to the person, firm or company to whom they belong.
2. This clause shall not apply to any document or other materials and data or other information which are already in the public domain at the time when they are provided and shall cease to apply where any recipient is required by law to make a disclosure or if at any time the information becomes public knowledge through no fault of the recipient.
Payment Terms
1. The consideration (including the Contract Price) payable by the Client to Pendragon in relation of the provision of the Supplier shall be as set out in the Schedule.
2. The Contract Price and any other sums or fees agreed between the Client and Pendragon in relation to the provision of the Supplier are (unless otherwise stated) exclusive of any VAT payable in respect thereof (which VAT shall be paid, if appropriate, by the Client in addition to such fees or other sums subject to the delivery by Pendragon of a proper VAT invoice therefor).
3. Save where otherwise agreed the Client will pay any sums invoiced to it by Pendragon in accordance with the Payment Terms set out in the Schedule within 5 days after receiving a proper invoice in respect therefor from Pendragon (together with any supporting certificates or other documentation referred to in the Payment Terms)
4. Pendragon reserves the right to charge interest to the Client on any sums which have fallen due for payment at the rate of 8%pa above the base rate of Lloyds TSB Bank plc as published from time to time. Such interest will be deemed to accrue on a daily basis (and will be compounded and added to principal on a monthly basis) and will begin to accrue from the date when such payment falls due to be paid under this Agreement and will continue to accrue (both before and after any judgment) until payment is made in full.
5. Without prejudice to any other remedy which Pendragon may have, in the event that any payment due to it from the Client (whether pursuant to this Agreement or otherwise) is not made by the due date therefor Pendragon will be entitled (without the need to give any prior notice) to request the Supplier to cease providing any further services or work to or for the benefit of the Client until such time as all sums due to Pendragon from the Client (including any interest) shall have been paid in full).
Future use of the Supplier’s Services
1. The Client hereby agrees and undertakes (for itself and for all companies within the same group of companies as the Client from time to time and for all and any of its own clients to whom it may have provided the services of the Supplier during the term of this Agreement) that neither it nor any such group company or Client directly or indirectly either whilst this Agreement continues or during the period of six months after the termination of this Agreement will:
  1. engage the Supplier to provide services of the same or a similar kind as the Services to or for its benefit (or to or for the benefit of any company or organisation associated with the Client or in the same group of companies as the Clientor to or for the benefit of any of its own clients);
  2. solicit or entice away or endeavour to entice away from the Supplier or employ any employee of the Supplier;
  3. offer employment to or otherwise engage or make use of the services of any employee or officer of the Supplier who is or was involved in the provision of the Services. without, in any such case, the prior written approval of Pendragon.
2. The Client shall not induce, procure, allow or authorise any other person, firm or company (including any of its own officers or employees or Clients) to do or procure to be done anything which if done by the Client itself would be a breach of any of the provisions of the clause 9.1.
3. The covenants and undertakings set out in this clause 9 are considered by Pendragon and the Client to be reasonable and necessary for the legitimate protection of Pendragon and the Client agrees that such covenants and undertakings do not work harshly upon it.
4. In the event that the Client wishes Pendragon to waive the provisions of clause 9.1, Pendragon shall provide such waiver subject to the Client paying to it a sum equivalent to:
  1. where the Client (or any other individual, firm or company) wishes to enter into a service contract with any person, 20% of the annual salary payable to such person (and for these purposes it shall be assumed that the relevant employment shall be for a minimum period of one year); or
  2. where the Client (or any other individual, firm or company) wishes to engage any person pursuant to a contract for services, 20% of the fees payable for the relevant services (and, for these purposes it shall be assumed that such contract for services shall be for a minimum period of one year).
5. Save where clause 9.4 applies, in the event of any breach of the terms of clauses 9.1 and/or 9.2, the Client agrees to pay to Pendragon a sum equivalent to:
  1. where the breach consists of the entry into of a service contract with any person, 20% of the annual salary payable to such person (and for these purposes it shall be assumed that the relevant employment shall be for a minimum period of one year); or
  2. where the breach consists of the engagement of any person pursuant to a contract for services, 20% of the fees payable for the relevant services (and, for these purposes it shall be assumed that such contract for services shall be for a minimum period of one year); by way of a genuine pre-estimate of the losses likely to be suffered by Pendragon in the event that there is such a breach of clauses 9.1 and/or 9.2.
General
1. Pendragon shall not be liable to the Client by reason of any delay in performing, or any failure to perform, any of its obligations pursuant to the terms of this Agreement if the delay or failure was due to any cause beyond Pendragon’s control.
2. The terms of this Agreement represent the entire agreement between the parties and supersede any previous representations or agreements whether recorded in writing or otherwise.
3. It is agreed that this Agreement will be governed and construed according to the laws of England and the parties submit to the non-exclusive jurisdiction of the English Courts.
4. No variation or amendment to this Agreement will be valid unless agreed in writing and signed by duly authorised officers of both the Client and Pendragon.
5. The Client acknowledges that neither it nor any of its officers, employees, agents, sub-contractors or other representatives shall have any authority to bind either Pendragon or the Supplier in any way and that none of them shall (as between themselves and either Pendragon or the Supplier) be regarded or treated as having any relationship of agency, employment or partnership with either Pendragon and/or the Supplier.
6. Any notice to be served under this Agreement shall be in writing and shall be served by delivering the same by hand delivery or by sending the same by prepaid recorded or registered delivery post or facsimile to the party on which it is to be served at, in the case of the Client the address specified in the Schedule, or in the case of Pendragon its registered office for the time being. A copy of any notice served by facsimile as aforesaid shall be sent (for confirmation purposes) to the addressee of the notice by post in the manner aforesaid within 48 hours after the transmission of the facsimile.
7. This Agreement relates solely to the Services and the Project as detailed in the Schedule; nothing in this Agreement implies that the Client will offer any other or future projects, work or engagements to Pendragon or to the Supplier (or to any of the Supplier’s officers, employees or representatives) nor shall there be implied any obligation on the part of either Pendragon or the Supplier (or any of the officers, employees or representatives of the Supplier) to accept any such other projects, work or engagements which may be offered by the Client.

Pendragon Information Systems

TERMS AND CONDITIONS EMPLOYMENT BUSINESS

Interpretation In these Terms and Conditions:
1. the “Schedule” means the schedule attached to these Terms and Conditions signed by or on behalf of the Client and Pendragon;
2. the “Project” means the information technology project detailed in the Schedule;
3. the “Timetable” means the timetable for the performance of the Services and the completion of the Project as detailed in the Schedule;
4. the “Facilities” means those facilities which the Client will make available (or will procure are made available) to the Supplier at the Site in order to assist the Supplier to perform the Services and deliver the Project;
5. the “Services” means any goods, services or advice to be provided by the Supplier to the Client as detailed in the Schedule;
6. the “Contract Price” means the agreed price to be paid by the Client to Pendragon as detailed in the Schedule;
7. the “Limit” means the sum shown as the Limit in the Schedule;
8. the “Payment Terms” means the terms agreed for the payment by the Client to Pendragon of the Contract Price as set out in the Schedule;
9. the “Site” means the location of the premises where the Project is to be delivered;
10. this “Agreement” means the agreement between Pendragon and the Client constituted by these Terms and Conditions and the Schedule;
11. the “Supplier” means the Supplier named as such in the Schedule;
12. the “Pendragon/Supplier Contract” means the contract or agreement between Pendragon and the Supplier relating to the provision by the Supplier of the Services to the Client;
13. the “Restricted Period” means whichever of the following periods ends later, namely:
14. the period of 8 weeks commencing on the day after the day on which the Supplier last provided Services for the Client pursuant to this Agreement; or
15. the period of 14 weeks commencing on the first day on which the Supplier provided work or services to the Client pursuant to a contract made with Pendragon Provided That in determining for these purposes the first day on which the Supplier provided work or services to the Client pursuant to a contract made with Pendragon no account shall be taken of any work or services undertaken by the Supplier made prior to a period of more than 42 days during which the Supplier did not provide work or services for the Client pursuant to a contract made with Pendragon.
16. references to the singular include the plural and references to the masculine include the feminine and vice versa.
Agreement In consideration of the payment of the Contract Price in accordance with this Agreement by the Client Pendragon shall use its reasonable endeavours to procure that the Supplier delivers the Services to and performs the Project for the Client.
The Services
1. the event that the Client wishes at any time before the Commencement Date or during the delivery of the Services to alter the Services as detailed in the Schedule it will provide details of its proposed alterations to Pendragon and the Supplier. Such alterations will only be valid to change the definition of the Services and/or the Project if agreed in writing by the Supplier and Pendragon and the Client recognises that Pendragon may in turn wish to revise the Contract Price in the light of the Client’s proposed alterations before agreeing to the same. No change to the Contract Price will be valid until accepted in writing by the Client and Pendragon.
2. The Client will ensure that the Facilities will be made available at all reasonable times during working hours to the Supplier and its representatives at the Site. The Client recognises and accepts that the Supplier is free to organise its representatives and the work and services required to perform the Services and complete the Project at the Supplier’s sole discretion.
3. The Client accepts that the Supplier may at any time make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or make any changes to the Services which do not affect the nature or quality of the Services or the completion of the Project (provided that the Supplier notifies the Client in advance of making the same) but no such changes shall affect the Contract Price.
4. The Client accepts that the Supplier may sub-contract the whole or any part of the performance of the Services with its prior consent (such consent not to be unreasonably withheld).
Duration and Termination
1. This Agreement shall begin on the Commencement Date set out in the Schedule and shall remain in force until the Project is completed, or where the Project is for a fixed term, on expiry of that term.
2. Either party may terminate this Agreement by giving not less than 14 days written notice to the other party in the event that: 4.2.1 either party is in breach of this Agreement and fails to remedy such breach (if capable of remedy) within 14 days after being required in writing to do so by the other party; 4.2.2 the other party goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
3. Pendragon may terminate this Agreement by giving not less that 14 days written notice to the Client if: 4.3.1 the Client has failed to make any payment which has fallen due for payment under the terms of this Agreement and fails to remedy that default within 7 days of receiving a written demand to that effect from Pendragon; 4.3.2 the Client fails to ensure that the Supplier is allowed reasonable access to the Site and/or its equipment, personnel or information (or other of the Facilities) required in order that the Supplier may perform the Services.
4. The Client may terminate this Agreement by giving not less than 14 days written notice to Pendragon in the event that the Supplier has failed (or in the Client’s reasonable opinion is failing) to provide the Services to the Client’s reasonable satisfaction provided that no such notice may be given until the Client has first served on Pendragon a written notice detailing the cause of the Client’s dissatisfaction with the Supplier and Pendragon has been unable to remedy the same to the Client’s reasonable satisfaction within seven days after the service of such written notice.
5. Where the terms of the Schedule so provide, either Pendragon or the Client may end this Agreement on giving the requisite period of notice as specified in the Schedule but where no such notice period is provided in the Schedule the Client has no right to end this Agreement by the giving of a period of notice (otherwise than where provided in this clause 4).
6. Pendragon may also terminate this Agreement without any notice in the event that the Supplier for any reason ceases to provide the Services (or threatens so to cease).
7. The Client shall indemnify Pendragon and shall keep it indemnified on demand against all claims, loses, expenses, demands, proceedings or liabilities which Pendragon may suffer or incur or have made or bought against it arising out of or as a result of the Client terminating this Agreement in breach of the terms hereof or if (through no fault of either Pendragon or the Supplier) the Supplier is unable to provide the Services or the Project is cancelled or delayed.
The Client’s Obligations
1. The Client will, at no cost to the Supplier or Pendragon, ensure that the Supplier is provided with all documents or other materials and data or other information necessary for the completion of the Project and the performance of the Services in accordance with the Timetable or other target(s) for progress or completion set out in the Schedule or otherwise agreed in writing between the parties and the Supplier.
2. The Client will ensure that all personnel or sub contractors who work with those of the Supplier in relation to the Services or the Project will at all times observe the highest standards of health and safety, security and confidentiality whilst so working with the Supplier or its representatives.
3. The Client will promptly (and in any event within seven days of the same being submitted to it) check any timesheets or work-logs (“Work Records”) provided to it in relation to any work or services undertaken by the Supplier and will promptly notify Pendragon in writing of any objections or questions it may have in relation thereto. If Pendragon receives no such notification from the Client within seven days of the Work Records first being provided to the Client, the Client shall be deemed to have accepted the accuracy of such Work Records (and shall not be entitled to subsequently question or deny their accuracy) and Pendragon shall be entitled to rely on such acceptance when making payment to the Supplier in respect of the Services attributable to the relevant Work Records.
Pendragon’s Obligations Pendragon will use its reasonable endeavours to ensure that all personnel and sub-contractors used by the Supplier to perform any part of the Services will have the necessary skills and expertise in order to properly undertake the work required of them but, subject as aforesaid, the Client recognises and accepts that it is has the sole responsibility for selecting the Supplier and determining the suitability of the Supplier to provide the Services and undertake the Project and accordingly:
1. the Client agrees and accepts that Pendragon shall have no liability for the actions or omissions of the Supplier or those for whom the Supplier is responsible (whether in relation to the performance or non-performance of the Services and/or the Project or otherwise howsoever);
2. the Client will take all reasonable steps to ensure the health and safety of all personnel supplied by the Supplier in the provision of the Services whilst at the Site (and their respective equipment and possessions) and will indemnify Pendragon and keep it indemnified on demand against all claims, losses, expenses, demands, actions, proceedings and liabilities which Pendragon may suffer or incur or which may be made or brought against it arising out of or in connection with the failure by the Client to observe such obligation;
3. the Client accepts and agrees that, notwithstanding the other terms of this Agreement, Pendragon shall not be liable to it in respect of any matter which is not covered in full by Pendragon’s indemnity insurances and in any event no liability of Pendragon to the Client (whether arising out of any breach of this Agreement or otherwise) shall exceed the Limit.
Confidentiality
1. Pendragon will use its reasonable endeavours to ensure that any documents or other materials and data or other information which are supplied to the Supplier in connection with the Project remain confidential to the person, firm or company to whom they belong.
2. This clause shall not apply to any document or other materials and data or other information which are already in the public domain at the time when they are provided and shall cease to apply where any recipient is required by law to make a disclosure or if at any time the information becomes public knowledge through no fault of the recipient.
Payment Terms
1. The consideration (including the Contract Price) payable by the Client to Pendragon in relation of the provision of the Supplier shall be as set out in the Schedule.
2. The Contract Price and any other sums or fees agreed between the Client and Pendragon in relation to the provision of the Supplier are (unless otherwise stated) exclusive of any VAT payable in respect thereof (which VAT shall be paid, if appropriate, by the Client in addition to such fees or other sums subject to the delivery by Pendragon of a proper VAT invoice therefor).
3. Save where otherwise agreed the Client will pay any sums invoiced to it by Pendragon in accordance with the Payment Terms set out in the Schedule within 5 days after receiving a proper invoice in respect therefor from Pendragon (together with any supporting certificates or other documentation referred to in the Payment Terms)
4. Pendragon reserves the right to charge interest to the Client on any sums which have fallen due for payment at the rate of 8%pa above the base rate of Lloyds TSB Bank plc as published from time to time. Such interest will be deemed to accrue on a daily basis (and will be compounded and added to principal on a monthly basis) and will begin to accrue from the date when such payment falls due to be paid under this Agreement and will continue to accrue (both before and after any judgment) until payment is made in full.
5. Without prejudice to any other remedy which Pendragon may have, in the event that any payment due to it from the Client (whether pursuant to this Agreement or otherwise) is not made by the due date therefor Pendragon will be entitled (without the need to give any prior notice) to request the Supplier to cease providing any further services or work to or for the benefit of the Client until such time as all sums due to Pendragon from the Client (including any interest) shall have been paid in full).
Future use of the Supplier’s Services
1. The Client hereby agrees and undertakes (for itself and for all companies within the same group of companies as the Client from time to time and for all and any of its own clients to whom it may have provided the services of the Supplier during the term of this Agreement) that neither it nor any such group company or Client directly or indirectly either whilst this Agreement continues or during the Restricted Period will:
  1. engage the Supplier to provide services of the same or a similar kind as the Services to or for its benefit (or to or for the benefit of any company or organisation associated with the Client or in the same group of companies as the Clientor to or for the benefit of any of its own clients);
  2. solicit or entice away or endeavour to entice away from the Supplier or employ any employee of the Supplier;
  3. offer employment to or otherwise engage or make use of the services of any employee or officer of the Supplier who is or was involved in the provision of the Services. without, in any such case, the prior written approval of Pendragon.
2. The Client shall not induce, procure, allow or authorise any other person, firm or company (including any of its own officers or employees or Clients) to do or procure to be done anything which if done by the Client itself would be a breach of any of the provisions of the clause 9.1.
3. The covenants and undertakings set out in this clause 9 are considered by Pendragon and the Client to be reasonable and necessary for the legitimate protection of Pendragon and the Client agrees that such covenants and undertakings do not work harshly upon it.
4. Save where the Client has provided an election in accordance with clause 9.6, in the event that the Client wishes Pendragon to waive the provisions of clause 9.1, Pendragon shall provide such waiver subject to the Client paying to it a sum equivalent to:
  1. where the Client (or any other individual, firm or company) wishes to enter into a service contract with any person, 20% of the annual salary payable to such person (and for these purposes it shall be assumed that the relevant employment shall be for a minimum period of one year); or
  2. where the Client (or any other individual, firm or company) wishes to engage any person pursuant to a contract for services, 20% of the fees payable for the relevant services (and, for these purposes it shall be assumed that such contract for services shall be for a minimum period of one year).
5. Save where clause 9.4 applies or where the Client has provided an election in accordance with clause 9.6, in the event of any breach of the terms of clauses 9.1 and/or 9.2, the Client agrees to pay to Pendragon a sum equivalent to:
  1. where the breach consists of the entry into of a service contract with any person, 20% of the annual salary payable to such person (and for these purposes it shall be assumed that the relevant employment shall be for a minimum period of one year); or
  2. where the breach consists of the engagement of any person pursuant to a contract for services, 20% of the fees payable for the relevant services (and, for these purposes it shall be assumed that such contract for services shall be for a minimum period of one year); by way of a genuine pre-estimate of the losses likely to be suffered by Pendragon in the event that there is such a breach of clauses 9.1 and/or 9.2.
6. The Client may (by written notice to Pendragon) elect to contract with Pendragon for the supply to the Client of the services of the Supplier for a further period of 24 months (in addition to the term of engagement for the Supplier’s services pursuant to this Agreement) in which case clause 9.7 shall apply.
7. Where the Client makes the election under clause 9.6 to contract with Pendragon to re-engage or continue the engagement of the services of the Supplier for the 24 month period, Pendragon shall use its reasonable endeavours to provide the services of the Supplier to the Client for such further 24 month period and, in relation to such further 24 month period:
  1. the terms of this Agreement shall (mutatis mutandis) be deemed to apply (other than this clause 9); and
  2. the fees payable by the Client to Pendragon in relation to such further 24 month period shall be:
    1. where, at the date of the Client’s election under clause 9.6, there has not yet been any supply by Pendragon to the Client of the Supplier’s services, the Contract Price as set out in this Agreement; or
    2. in any other case, such sum as is equal to the fees payable by the Client to Pendragon for the services of the Supplier which applied immediately before Pendragon received notice of the Client’s election apportioned or pro rated, where necessary in either case, in respect of the 24 month week period.
General
1. Pendragon shall not be liable to the Client by reason of any delay in performing, or any failure to perform, any of its obligations pursuant to the terms of this Agreement if the delay or failure was due to any cause beyond Pendragon’s control.
2. The terms of this Agreement represent the entire agreement between the parties and supersede any previous representations or agreements whether recorded in writing or otherwise.
3. It is agreed that this Agreement will be governed and construed according to the laws of England and the parties submit to the non-exclusive jurisdiction of the English Courts.
4. No variation or amendment to this Agreement will be valid unless agreed in writing and signed by duly authorised officers of both the Client and Pendragon.
5. The Client acknowledges that neither it nor any of its officers, employees, agents, sub-contractors or other representatives shall have any authority to bind either Pendragon or the Supplier in any way and that none of them shall (as between themselves and either Pendragon or the Supplier) be regarded or treated as having any relationship of agency, employment or partnership with either Pendragon and/or the Supplier.
6. Any notice to be served under this Agreement shall be in writing and shall be served by delivering the same by hand delivery or by sending the same by prepaid recorded or registered delivery post or facsimile to the party on which it is to be served at, in the case of the Client the address specified in the Schedule, or in the case of Pendragon its registered office for the time being. A copy of any notice served by facsimile as aforesaid shall be sent (for confirmation purposes) to the addressee of the notice by post in the manner aforesaid within 48 hours after the transmission of the facsimile.
7. This Agreement relates solely to the Services and the Project as detailed in the Schedule; nothing in this Agreement implies that the Client will offer any other or future projects, work or engagements to Pendragon or to the Supplier (or to any of the Supplier’s officers, employees or representatives) nor shall there be implied any obligation on the part of either Pendragon or the Supplier (or any of the officers, employees or representatives of the Supplier) to accept any such other projects, work or engagements which may be offered by the Client.