CONSULTING SERVICES AGREEMENT
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’);
Massive Rocket Limited, a UK limited company (Company Registration No. 11504911), with its registered offices at 20 Gaunts Way, Letchworth Garden City SG6 4PQ (“the Consultant”).
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))
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).
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.
4.1 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: $10,000 + VAT
Currency: All amounts herein are in USD ($).
Notes, assumptions and dependencies
- The MR team will be working remote for all meetings including training delivery, workshops and reviews.
- The first invoice will be sent on project kick-off.
- Services delivered will be invoiced monthly and payment will be due 30 days after invoicing.
- Massive Rocket will be allowed to use your logo on the MR company website for marketing purposes.
- MR will work with contractors when necessary to extend the core team capacity for niche skill and peak times.
- Costs included in proposal: Development Equipment, Insurance, Office Costs, Admin, HR
- Costs excluded in proposal: Software licenses (braze, mixpanel, segment, …), Travel (if required and approved).
- Unless permission has been given in writing, Massive Rocket will invoice £40,000 (due 30 days after invoicing) if the business hires one of Massive Rocket’s resources within 12 months of the end of this engagement.
4.2 Where necessary, VAT will be added at the appropriate rate.
5. Invoices and Payment
Unless specifically agreed otherwise, invoices will be submitted on project kick-off and monthly by the Consultant and payment made within 30 days. The first invoice will be sent on project kick-off. In the event that there are periods when there are no Services for the Consultant to perform, the Consultant shall not be paid a retainer for these periods. The fee is only payable in respect of Services actually provided.
The Consultant shall be entitled to be reimbursed by the Company for all out of pocket expenses wholly, exclusively and properly incurred in the perform je ance 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.
7.1 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 at any time after the Termination Date use or procure the use of the name of the Company in connection with Consultant’s own or any other name in any way calculated to suggest that Consultant continues to be connected with the business of the Company or in any way hold Consultant out as having such connection except that Client agrees that Consultant may use Client’s name and trademarks in marketing materials relating to Consultant’s work ;
7.1.2 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; and
7.1.3 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.
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
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. In addition, the Company shall have the right to terminate this Agreement at any time by summary notice without any payment in lieu in the event of the Consultant:
9.1 Being in material or persistent breach of any of the terms of this Agreement;
9.2 Having a bankruptcy order made against Consultant or making any arrangement with Consultant’s creditors or having an interim order made against Consultant;
9.3 Being convicted of any significant criminal offence;
9.4 Persistently and willfully neglecting or becoming incapable for any reason of efficiently performing the Consultant’s Services; or
9.5 Doing any action manifestly prejudicial to the interests of the Company;
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 10.1 to 10.5.
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 12 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
In this Clause 12 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).
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.
13.1 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.
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.
19.1 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.
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 London, UK and the parties submit to the jurisdiction of the Courts of London, UK.
Appendix A – Statement Of Work: Quickstart Onboarding
1/ Scope of this SOW:
Massive Rocket will conduct the following Workstreams with Customer. All sessions will be conducted remotely. A main focus of delivering the quickstart Onboarding is tightly defining and then managing delivery against the agreed scope of delivery.
a). Project Management Office Workstream
Prior to the Project Kick-off and Scope Setting Session, Massive Rocket will share a Value Milestone & Integration Discovery questionnaire in order to understand the Customer’s desired scope. Customer must complete the questionnaire timely. During the Project Kick-off and Scope Setting Session, Massive Rocket will work with the Customer to finalize their onboarding scope (the “Scope”) which will contain two distinct parts:
- Value – the campaigns and channels that Customer would like to enable and launch on the Braze Platform during the term of this SOW.
- Integration – the technical integrations that Customer is required to complete during the term of this SOW.
The Scope and the project progress are revisited fortnightly in a stand up attended by all members of the PMO (Project Management Office).
- Project Kick-Off and Scope Setting Session
- Up to Five (5) 30-Minute Standup Meetings during the term set forth above
b). Product & CRM Messaging Activity Workstream
Plan the Custom Data requirements based on the campaigns which are in Scope and should be created and launched as part of the onboarding. This planning should be completed collaboratively with the Customer’s Product and Engineering teams to ensure alignment. The Massive Rocket Customer Onboarding Manager will provide feedback on data plans.
- Data Planning Review Session
c). Integration Workstream
Supported by a Customer Onboarding Manager, Customer will share its integration architecture and ensure it is aware of the options to send Braze data, as well as pipe data back into the Customer’s broader technology stack.
- Technical Integration: Discovery & Overview
d). Training Workstream
Training session will be delivered by the Customer Onboarding Manager to ensure that the Customer’s technical and marketing teams are confident using the Braze Platform to create, send and monitor campaigns. The COM will recommend Learning at Braze online materials to be completed ahead of a bespoke training session based on the Scope.
- Up to one (1) Bespoke Training Sessions
- provide a single point-of-contact who has decision making authority over project scope and will coordinate resources and meetings as required.
- have available engineering resource for completion of integration activity
- utilize the Braze User Guide and Documentation, where possible
- enable Massive Rocket to communicate directly with internal and/or third-party teams who are responsible for implementing all technical changes.
- be responsible for user acceptance testing, regression testing and deployment to production.
3/ Services Not Included:
- Performance of the implementation of the Braze Platform
- Building of Campaigns, Segments or other Braze Platform outputs
- Scripting, coding, and programming of migration activities
- Continued support for issues where Massive Rocket has provided a solution for Customer but the solution has not been implemented
- Support for issues for which Massive Rocket has requested data from Customer required for resolution but Customer has not provided such data
- Support for activities not detailed in the Scope section of this SOW.
- Support for questions and projects which fall outside of the scope agreed during the Project Kick Off and Scope Setting Session.
- On-site services are not included. Upon Customer’s request for Massive Rocket to provide on-site Professional Services, then Customer will reimburse Massive Rocket for reasonable travel, accommodation and out-of-pocket expenses, pre-approved in writing by Customer.
Massive Rocket Core consultancy services are not included in the scope of this project. These can however be purchased as add-on services if needed.
- Data Imports
- CRM Strategy
- CRM Execution
4/ Massive Rocket Team
Massive Rocket will assign to Customer’s account the following resource(s) to perform the Professional Services described in this SOW, however
such employee(s) is(are) not dedicated solely to Customer:
- Customer Onboarding Manager (COM): responsible for project management, escalation, capacity planning as well as the fulfilment of this SOW.
5/ Overage Services:
In the instance where these Onboarding Services need to be performed beyond the End Date mentioned for these Services on this Order Form due to the Customer: (i) requiring additional time to completing the Scope, (ii) not meeting agreed deadlines, or (iii) not promptly providing necessary information, access, feedback or material to Massive Rocket; then the parties may agree for Massive Rocket’s Integration and Onboarding team to provide Customer with further support in order to agree and service against a completion plan, through up to four (4) 30-minute Check-in sessions, for up to an additional 30-calendar day period, which will be subject to additional fees (“Overages”) as set forth on this Order Form.
Email Onboarding Services
Statement of Work (SOW) for Email Onboarding Services
As part of the Email Onboarding Services purchased by Customer under this Order Form, the Massive Rocket COM will, along with setting the
Customer up with DNS and IP Records, provide the following Professional Services:
- Discovery Session
- Email Training Session
- Email: IP and Migration Plan
If Email campaigns are within the scope identified by Customer, then such Email Onboarding Services must be completed within the Duration of this Order Form. If not, then such Email Onboarding Services may be completed at a later date as mutually agreed by the parties, to be performed by Massive Rocket within a maximum of six weeks, and subject to Customer providing at least two (2) weeks’ prior notice to Massive Rocket.