CONSULTING SERVICES
AGREEMENT
IGNITE - Silver

THIS AGREEMENT is made on ____________ (Quote Date)

AND IS MADE BETWEEN:

__________________ (quote Company) (Company Registration No. _______________ (quote Company Number), with its registered offices at __________________________ (quote Address) (‘the Company’);

AND

Massive Rocket Limited, a UK limited company (Company Registration No. 11504911), with its registered offices at 86-90 Paul St, London, EC2A 4NE (“the Consultant”).

1. Definitions

In this Agreement the following terms and phrases shall have the following meaning unless the context requires otherwise:

Commencement Date: _____________ (Quote Start Date)

Services The services to be performed by the Consultant in the course of Consultant’s appointment hereunder as set out in Appendix A (Statement of Work, hereinafter “SOW”) to this Agreement (the ‘Deliverables’), such services to be provided using reasonable skill and care.

Termination Date The date on which the Consultant’s appointment hereunder is terminated.

Data Protection Legislation Means the Data Protection Act 2018 which incorporates the General Data Protection Regulation (Regulation (EU) 2016/679 (GDPR))

2. Appointment

With effect from the Commencement Date, the Consultant is retained by the Company to carry out the services outlined in Appendix A (Statement of Work).

3. Duties

The Consultant agrees:

To undertake and provide the Services as described in Appendix A (SOW) and shall in particular ensure that any solution proposed and developed will be:

• Easy to use, intuitive, user friendly
• Have a clearly identified support and maintenance structure;
• Have a clearly identified roadmap for future updates and development;
• Come with the ability to be extended, modified and integrated in the future without reliance on a single company or team;
• Have clearly identified licensing model and defined ownership rights regarding any custom development;
• Come with fully bespoke training manuals and structured training sessions for various levels of staff;
• Come with detailed technical and functional specifications;

To manage and carry out the Services in an expert and diligent manner;

To keep the Company informed of progress on the Services in which they are engaged and produce written reports on the same on a bi-weekly basis or when so requested by the Company. While the Consultant’s method of working is entirely their own and they are not subject to the control of the Company, they shall nevertheless comply with this and any other reasonable requests of the Company.

4. Fee

4.1 Fees for the Services will be as follows

Consulting Fee: To provide the Services under this Agreement, Company shall pay Consultant, a one-time fee as follows: $26,000 + VAT

Currency: All amounts herein are in USD ($).

4.2 Where necessary, VAT will be added at the appropriate rate.

4.3 Notes, assumptions and dependencies

• The Consultant’s team will be working remotely for all meetings including training delivery, workshops and reviews.
• Consultant may work with contractors when necessary to extend the core team capacity for niche skill and peak times.
• Costs included in the Consulting fee: Development Equipment, Insurance, Office Costs, Admin, HR
• Costs not included in the Consulting fee: Software licenses (braze, mixpanel, segment, …), Travel (if required and approved).
• Unless permission has been given in writing by the Consultant, the Consultant will invoice £40,000 (due 30 days after invoicing) if the Company hires one of Consultant’s resources within 12 months after the Termination date of the Services.

5. Invoices and Payment

Unless specifically agreed otherwise, the invoice will be submitted on project kick-off by the Consultant with payment due within 14 calendar days. If the payment is not received by Consultant within 14 calendar days after the date of invoicing, the Consultant may stop providing Services until the payment is received.

6. Expenses

The Consultant shall be entitled to be reimbursed by the Company for all out of pocket expenses wholly, exclusively and properly incurred in the performance of the Services subject to the Consultant providing the Company with vouchers, receipts or other evidence of actual payment of such expenses and subject to the arrangement being specifically agreed in advance by the Company to the Consultant. Expenses will have to be pre-approved before reimbursement.

7. Confidentiality

7.1 The Consultant hereby agrees that during the course of his or her appointment under this Agreement the Consultant is likely to obtain knowledge of trade secrets and also other confidential information with regard to the business and financial affairs of the Company and those of the Company’s clients, customers and suppliers details of which are not in the public domain (‘Confidential Information’), and accordingly the Consultant hereby undertakes to and covenants with the Company that:

7.1.1 Consultant shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Consultant Services

7.1.2 Consultant shall not at any time after the date of this Agreement (save as required by law) disclose or divulge to any person other than to officers or employees of the Company whose province it is to know the same any Confidential Information and shall use  reasonable efforts to prevent the publication or disclosure of any Confidential Information by any other person.

7.2 The restrictions set out in Clause 7.1 shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Consultant.

7.3 Consultant may use Company’s name and trademarks in Consultant’s marketing materials and web-site.

8. The Company’s Property

Upon the expiration or termination of Consultant’s appointment under this Agreement for whatsoever cause, the Consultant shall forthwith deliver up to the Company or its authorised representative all its property, including all equipment, materials, tools, keys, swipe cards, credit cards, computer hardware and/or software, books, documents, account records and any other papers which may be in Consultant’s possession, custody or control and which are the property of the Company or which otherwise relate in any way to the business or affairs of the Company and no copies of the same or any part thereof shall be retained by Consultant.  Consultant shall then (if required by the Company) make a declaration that the whole of the provisions of this clause have been complied with.

9. Termination of Agreement

9.1 Either party shall have the right at any time to terminate this Agreement by not less than 30 days notice in writing to the other party.

9.2 The Company shall have the right to terminate this Agreement at any time (immediately) by summary notice in the event of the Consultant:

9.2.1 Being in material or persistent breach of any of the terms of this Agreement;

9.2.2 Being convicted of any significant criminal offense;

9.2.3 Persistently and willfully neglecting or becoming incapable for any reason of efficiently performing the Consultant’s Services

and the Consultant shall have no claim against the Company in respect of the termination of Consultant’s  appointment for any of the reasons specified pursuant to Clauses  9.2.1 to 9.2.3.

9.3 In the event the Company terminates this Agreement for a reason other than the reasons specified pursuant to Clauses 9.2.1 to 9.2.3, no amounts shall be payable to Company by Consultant.

10. Insurance

The Consultant further warrants to the Company that they will take out and maintain throughout the term of this Agreement, adequate insurance with an insurance office of repute to protect themselves against any liabilities arising out of this Agreement.

11. Data Protection and Data Processing

11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

In this Clause Applicable Laws means (for so long as and to the extent that they apply to the Consultant) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the Data Protection Act 2018 and any other law that applies in the UK.

11.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Company is the data controller and the Consultant is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

12. Notices

All notices shall be in writing and shall be deemed to have been duly given when delivered by hand, posted by pre-paid first class post to the intended recipient at the address stated in this Agreement or to such other address as that party may specify to the other in writing. Notices sent by fax shall be deemed received the first business day following such delivery of sending, and notices which have been posted as above shall be deemed received on the second business day following posting. Notices given by the Company shall be deemed properly served on the Consultant.

13. Relationship

13.1 The Consultant agrees that Company shall have no liability or responsibility for the withholding, collection or payment of any taxes, employment insurance premiums or other social tax contributions on any amounts paid by Company to the Consultant or amounts paid by the Consultant to its employees or contractors. The Consultant also agrees to indemnify Company from any and all claims with respect to Company’s failure to withhold and/or remit any taxes, employment insurance premiums or other social tax contributions.

13.2 The Consultant agrees that as an independent contractor, the Consultant will not be qualified to participate in or to receive any employee benefits that Company may extend to its employees.

13.3 The Consultant is free to provide services to other clients, so long as such other clients are not in competition with Company and so long as there is no interference with the Consultant’s contractual obligations to Company.

13.4 The Consultant has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of the Company.

14. Intellectual Property

14.1 The Consultant acknowledges that all materials or works which are developed in the process of performing the services found in Appendix 1 are the intellectual property of the Company and, if such intellectual property cannot – by law – be automatically transferred, the Consultant grants a license herewith to Company to use such works free of charge in perpetuity.  The Consultant acknowledges that the Company has the right to transfer this intellectual property to 3rd parties at its own discretion, and that the Consultant shall have no rights in these materials or works developed in performance of the services contracted under this Agreement.

14.2 Any materials or works, including but not limited to the Company’s marks, tournament or event logos, etc., provided by the Company to the Consultant as part of this Agreement shall remain the property of Company. The Consultant shall have no right to use any of these materials or works in any context outside of the performance of the services described in Appendix 1 and shall not use or provide these materials to any third parties.

15. Entire Agreement

This Agreement and its Appendices contains the entire agreement and understanding of the parties relating to the subject matter of this Agreement and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.

16. Force Majeure

16.1 If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;

16.2 For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:

16.2.1 Strikes, lockouts or other industrial action;

16.2.2 Terrorism, civil commotion, riot, invasion, war threat or preparation for war;

16.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, bad weather or other natural physical disaster;

16.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and

16.2.5 Political interference with the normal operations.

17. Survival of Causes of Action

The termination of this Agreement shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.

18. Severability

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.

19. Waiver

19.1 Failure of any party to insist upon strict performance of any provision of this Agreement or the failure of any party to exercise any right or remedy to which Consultant is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Agreement.

19.2 No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such and signed by all the parties to this Agreement.

20. Communications

Any communication to be given pursuant to the terms of this Agreement shall be in writing and shall be delivered by hand or sent by post to the address of the addressee as set out in this Agreement or such other address as the addressee may from time to time have notified for the purpose of this Clause.

21. Governing Law and Jurisdiction

This Agreement is governed by the laws of England and Wales and the parties submit to the jurisdiction of the Courts of England and Wales.

Appendix A – Statement of Work (SOW) for the following Onboarding Package: Ignite Silver

Resources

Company will have non-exclusive access to a named Implementation Consultant and a named Solutions Architect to deliver the
Onboarding Package purchased hereunder.

Onboarding Sessions

The above resources will provide onboarding support to the Company during the term of this SOW for up to 3 customer facing Onboarding Sessions per week. One Onboarding Session is consumed by each Consultant’s Resource attending a Company-facing call or meeting. Onboarding Sessions expire at the end of business each Friday (UK time) and do not rollover or accumulate during the term of this SOW. Examples of typically requested Onboarding activities can be found in the Braze Support and Success Handbook referenced on this Order Form.

Duration

The duration of this Onboarding package is 20 weeks from the start (kick-off) date. Consultant’s Resources will be stand-ready and will make themselves available to provide the services for the purchased Onboarding Package during the indicated duration. For  any additional onboarding support past the Onboarding Services End Date, Company shall purchase an additional Onboarding Package.

Assumptions

Company will:

• Provide a single point of contact who has decision making authority over the SOW scope and will coordinate resources and meetings as required,
• Secure engineering resources necessary for integration of Braze Services,
• Utilize the Braze User Guide and Documentation as a preliminary resource,
• Connect Braze with the teams who are responsible for implementing technical changes for Company, and
• Be responsible for user acceptance testing, regression testing, and deployment to production.

Snowflake Data Sharing Onboarding Services (when applicable)

Resources

Company will have non-exclusive access to a named Technical Architect to deliver the Onboarding Package purchased hereunder.

Onboarding Sessions

The above resources will provide onboarding support to the Company during the term of this SOW for up to 3 customer facing Onboarding Sessions. One Onboarding Session is consumed by each Consultant’s Resource attending a customer-facing call or meeting. Onboarding Sessions expire upon the Onboarding Services End Date mentioned above in this Order Form and do not rollover to subsequently purchased packages, if any.

The 3 Onboarding Sessions for Snowflake Data Sharing Onboarding are the following:

1/ Discovery Session;
2/ Enablement Session; and
3/ Data Sharing Configuration

Services not included

• Implementation of the Braze Platform
• Building campaigns, segments or other Braze Platform outputs
• Scripting, coding, or programming of migration activities
• Continued support for issues where Company has not implemented a solution that Consultant previously provided
• Support for issues where Company has not provided data that Consultant requires for resolution
• Support for sessions, activities, questions, or projects outside of the scope of this SOW
• On-site services, except if expressly provided for in this SOW.

Consultant’s Core consultancy services are not included in the scope of this project. These can however be purchased as add-on services if needed.

• Integration
  • Engineering
  • Data Imports

• CRM
  • CRM Strategy
  • CRM Execution
  • Content
  • Copy