CLIENT
Effective Date: April 2025
This Service Agreement (“Agreement”) is made between:
- AVORD LTD, Company Number 10992834, with registered offices at Stadbury, Abbey Rd, Shepperton, TW17 9JA (“AVORD”); and
- [Client], Company Number [number], with registered offices at [Address] (“Client”).
Each a “Party” and together the “Parties”.
Schedule B: Website User Agreement. 3
Schedule C: Consultant Engagement Terms. 4
Schedule D: Data Processing Addendum… 7
Schedule E: Mutual Confidentiality Terms. 8
Schedule F: Client Framework Agreement Template. 9
Schedule G: Non-Platform Engagement Framework. 10
Schedule H: Expense Policy. 12
Schedules (Annexes)
Each of the following Schedules forms an integral part of this Agreement and sets out specific legal and operational provisions as referred to in the main body.
Schedule A: Definitions
This Schedule defines key legal and operational terms applicable throughout this Agreement and all associated Schedules and Statements of Work.
1. “Agreement” – this Service Agreement, including all applicable Schedules and Statements of Work, as may be amended from time to time.
2. “Applicable Law” – all relevant laws, regulations, orders, directives, or other governmental requirements that apply to the services or the performance of obligations under this Agreement.
3. “Business Day” – any day other than Saturday, Sunday, or a public holiday in England.
4. “Client Data” – all data, information, content, and materials provided by the Client to AVORD for the purpose of delivering the Services.
5. “Confidential Information” – any information disclosed in any form that is designated confidential or that should reasonably be understood to be confidential given the nature of the information.
6. “Consultant/Limited company and or Company Colleague(s)” – any individual or legal entity engaged by AVORD to deliver Services on its behalf to the Client.
7. “Data Protection Legislation” – the UK General Data Protection Regulation (“UK GDPR”), the Data Protection Act 2018, and any other applicable data protection or privacy legislation.
8. “Deliverables” – all reports, analyses, documentation, data, code, or other tangible materials created or delivered by AVORD under a Statement of Work.
9. “Effective Date” – the date on which this Agreement becomes legally binding, as indicated in the introductory section or signature block.
10. “Force Majeure Event” – any event or circumstance beyond a Party’s reasonable control that prevents or delays that Party from performing its obligations, including natural disasters, cyberattacks, pandemic events, labour strikes, and war.
11. “Intellectual Property Rights (IPR)” – all rights in patents, trademarks, service marks, trade names, domain names, copyright, database rights, design rights, trade secrets, and know-how.
12. “Personal Data” – any information relating to an identified or identifiable natural person as defined by Data Protection Legislation.
13. “Platform” – the AVORD digital services and systems, including the website www.avord.com, Consultant/Limited company and or Company Colleague(s) management tools, testing portals, and reporting dashboards.
14. “Processing” – any operation performed on Personal Data, whether automated or not, including collection, use, storage, and disclosure.
15. “Services” – the professional services described in the Statements of Work provided by AVORD to the Client, which may include but are not limited to security testing, consulting, reporting, training, and access to the AVORD platform.
16. “Statement of Work (SOW)” – a document entered into under this Agreement setting out the specific terms, scope, timelines, fees, and deliverables for a particular engagement between AVORD and the Client.
17. “Subprocessor” – any third party appointed by or on behalf of AVORD to process Personal Data in connection with the provision of the Services.
18. “Term” – the duration of this Agreement as set out in Section 3 or in any applicable Statement of Work.
19. “Transfer Fee” – a fee payable by the Client where a Consultant/Limited company and or Company Colleague(s) is directly or indirectly hired or engaged by the Client without AVORD’s involvement, as governed by the applicable Consultant/Limited company and or Company Colleague(s) Engagement Terms.
20. “Work Product” – all intellectual contributions, software, content, materials, and other deliverables produced in the course of providing Services.
Schedule B: Website User Agreement
This Schedule sets out the full terms governing the use of AVORD’s website and digital platform. It applies to all Clients, Consultant/Limited company and or Company Colleague(s)s, and users accessing any part of the AVORD online infrastructure.
1. Access Rights and Restrictions
1.1 Access to the AVORD Platform is provided to users solely for lawful use in connection with their engagement with AVORD.
1.2 AVORD may require users to register for an account and provide accurate and complete information. It is the user’s responsibility to update this information as necessary.
2. Acceptable Use
2.1 Users shall not:
a. Use the Platform for any unlawful, fraudulent, or malicious purpose;
b. Upload, post, or transmit content that is defamatory, offensive, or otherwise inappropriate;
c. Reverse engineer, decompile, or attempt to gain unauthorised access to the Platform’s code, data, or infrastructure;
d. Bypass or disable any security feature of the Platform;
e. Interfere with or disrupt the integrity or performance of the Platform or its components;
f. Misrepresent identity, including the use of another person’s credentials.
3. Intellectual Property and Ownership
3.1 All Intellectual Property Rights in the Platform, including software, user interface design, documentation, and content (except Client data), remain the exclusive property of AVORD.
3.2 Clients are granted a non-exclusive, non-transferable, revocable licence to use the Platform during the Term, strictly in accordance with this Agreement.
4. Data and Content
4.1 AVORD does not claim ownership of Client data submitted through the Platform but requires a licence to host, store, transmit, and display such data to perform Services.
4.2 AVORD will take reasonable steps to back up and protect Client data but does not guarantee data availability outside agreed backup or disaster recovery terms.
5. Suspension and Termination of Access
5.1 AVORD may suspend or restrict access to any part of the Platform immediately if:
a. The user breaches this Agreement;
b. The Client’s fees are overdue;
c. Continued access may pose a security risk;
d. Required by legal or regulatory authority.
5.2 Suspension shall not affect AVORD’s rights to claim damages or other remedies.
6. Limitation of Liability
6.1 AVORD is not liable for:
a. Temporary unavailability of the Platform;
b. Loss or corruption of data due to unauthorised access resulting from Client negligence;
c. Indirect or consequential losses arising from Platform use.
7. Platform Maintenance and Support
7.1 AVORD shall use commercially reasonable efforts to maintain availability of the Platform and provide scheduled maintenance notices where feasible.
7.2 Emergency maintenance may be carried out without prior notice if essential for Platform integrity or security.
8. Governing Law
8.1 This Schedule shall be governed by the same jurisdictional terms as the Service Agreement.
Schedule C: Consultant Engagement Terms
This Schedule governs the terms and conditions under which Consultant/Limited company and or Company Colleague(s)s are engaged by AVORD to deliver Services to Clients. These terms are binding upon any Consultant/Limited company and or Company Colleague(s) who accepts an engagement through AVORD.
1. Engagement and Relationship
1.1 The Consultant/Limited company and or Company Colleague(s) is engaged by AVORD on a non-exclusive, independent contractor basis to perform Services as defined in relevant Statements of Work (“SOWs”).
1.2 The Consultant/Limited company and or Company Colleague(s) shall have no authority to bind AVORD or the Client and acknowledges they are not an employee, agent, or partner of either party.
2. Consultant/Limited company and or Company Colleague(s) Obligations
2.1 The Consultant/Limited company and or Company Colleague(s) agrees to:
a. Provide the Services with due skill, care, and diligence and in accordance with good industry practice;
b. Comply with all applicable laws, Client site rules, AVORD policies, and all confidentiality and data protection obligations;
c. Maintain valid professional indemnity and public liability insurance with minimum coverage levels as specified by AVORD;
d. Refrain from subcontracting or delegating the Services without prior written consent from AVORD;
e. Immediately report to AVORD any conflict of interest, issue of concern, or potential breach of this Schedule.
3. Intellectual Property and Work Product
3.1 The Consultant/Limited company and or Company Colleague(s) irrevocably assigns to AVORD (by way of present and future assignment) all Intellectual Property Rights in all Deliverables and Work Product created during the course of an engagement.
3.2 The Consultant/Limited company and or Company Colleague(s) waives all moral rights to such Deliverables to the extent permitted by law.
4. Non-Circumvention and Exclusivity
4.1 The Consultant/Limited company and or Company Colleague(s) shall not, during the term of this engagement and for a period of twelve (12) months after the termination or completion of any engagement:
a. Provide, offer to provide, or agree to provide any services directly or indirectly to a Client introduced to them by AVORD, without AVORD’s express written consent;
b. Accept any engagement, contract, subcontract, employment, or consultancy work with such a Client except through AVORD;
c. Engage with any third party (including corporate vehicles, partnerships, or affiliates) to provide services to the Client introduced by AVORD, whether or not the services are of a similar nature to those originally provided.
4.2 The Consultant/Limited company and or Company Colleague(s) shall immediately inform AVORD of any direct approach or communication made by a Client introduced by AVORD, including but not limited to:
a. Requests for further work, extensions, or contract changes;
b. Invitations to submit proposals, quotes, or expressions of interest;
c. Attempts to bypass AVORD’s involvement in any subsequent services.
4.3 Any breach of this Clause shall be deemed a material breach of this Agreement and AVORD shall be entitled to:
a. Enforce a Transfer Fee against the Client as per the MSA;
b. Recover all lost revenue and damages arising from the breach;
c. Seek injunctive relief and/or terminate any remaining Consultant/Limited company and or Company Colleague(s) engagements without notice.
5. Confidentiality and Data Protection
5.1 The Consultant/Limited company and or Company Colleague(s) shall:
a. Treat all Client and AVORD information as strictly confidential;
b. Comply with applicable Data Protection Legislation;
c. Process any Personal Data only on documented instructions from AVORD or the Client, and only as necessary for delivery of the Services.
6. Termination
6.1 Either party may terminate this engagement with thirty (30) days written notice, howeverr AVORD may terminate immediatley for:
a. Material breach of this Schedule or SOW;
b. Misconduct, negligence, or failure to deliver the Services;
c. Any act which in AVORD’s reasonable opinion damages its reputation or Client relationship.
6.2 Upon termination, the Consultant/Limited company and or Company Colleague(s) must:
a. Return or destroy all AVORD and Client property as soon as acceptable and provide relevant artifacts / certifactes showing evidence that the actions have been completed;
b. Submit a final invoice where applicable;
c. Refrain from any further contact with the Client except as permitted in writing.
6.3 In the event that either party terminates this Agreement, the Consultant/Limited company and or Company Colleague(s) agrees that for a period of twelve (12) months from the effective date of termination:
a. The Consultant/Limited company and or Company Colleague(s) shall not solicit, accept, or engage in any direct or indirect business relationship with any AVORD Client previously introduced by AVORD;
b. The Client shall not initiate or accept contact from the Consultant/Limited company and or Company Colleague(s) in relation to any current, former, or future opportunity without AVORD’s written consent;
c. This restriction shall remain enforceable even if the Consultant/Limited company and or Company Colleague(s) changes trading name, company status, or operates through a third party or nominee;
d. The Consultant/Limited company and or Company Colleague(s) shall not pass, refer, or redirect the opportunity to a colleague, subcontractor, or associated business for the purpose of circumventing AVORD.
7. Indemnity
7.1 The Consultant/Limited company and or Company Colleague(s) shall indemnify and hold harmless AVORD against all claims, losses, damages, liabilities, costs, or expenses arising out of or in connection with:
a. Any breach of this Agreement in part or whole;
b. Infringement of third-party rights in Deliverables;
c. Failure to deliver the Services;
c. Unauthorised Client engagement or misuse of Confidential Information.
8. Miscellaneous
8.1 This Schedule shall be governed by and construed in accordance with the laws of England and Wales.
8.2 Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the English courts.
Schedule D: Data Processing Addendum
This Data Processing Addendum (“DPA”) forms part of the Agreement between AVORD and the Client and sets forth the terms governing AVORD’s Processing of Personal Data on behalf of the Client in connection with the Services provided under the Agreement.
1. Purpose and Scope
1.1 AVORD shall process Personal Data solely for the purpose of performing its obligations under the Agreement, and strictly in accordance with the Client’s documented instructions unless required by law.
2. Roles of the Parties
2.1 The Client is the Data Controller and AVORD is the Data Processor, as those terms are defined in the Data Protection Legislation.
3. Compliance with Laws
3.1 AVORD shall comply with all applicable requirements under the Data Protection Legislation.
3.2 AVORD shall notify the Client if, in its opinion, an instruction infringes the Data Protection Legislation.
4. Security
4.1 AVORD shall implement and maintain appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful Processing and accidental loss, destruction, or damage.
4.2 These measures shall include, at a minimum, access controls, encryption, physical security controls, pseudonymisation, and staff training.
5. Confidentiality
5.1 AVORD shall ensure that all personnel authorised to process Personal Data are bound by confidentiality obligations.
6. Subprocessing
6.1 AVORD shall not engage any Subprocessor without the prior written consent of the Client.
6.2 Where Subprocessors are used, AVORD shall enter into a written agreement with them incorporating substantially similar obligations to those in this DPA.
7. Data Subject Rights
7.1 AVORD shall provide assistance to the Client, insofar as possible, to enable the Client to comply with its obligations in responding to data subject access requests and other rights under the Data Protection Legislation.
8. Personal Data Breach
8.1 AVORD shall notify the Client without undue delay, and in any event within 24 hours, upon becoming aware of a Personal Data Breach.
8.2 Such notification shall include the nature of the breach, the categories and approximate number of affected data subjects, and the measures taken or proposed to address the breach.
9. Data Transfers
9.1 AVORD shall not transfer Personal Data outside the UK or European Economic Area (EEA) unless:
a. it has obtained the Client’s prior written consent; and
b. the transfer is made in accordance with the Data Protection Legislation (e.g. using Standard Contractual Clauses).
10. Audit Rights
10.1 AVORD shall make available to the Client, upon reasonable request, all information necessary to demonstrate compliance with this DPA.
10.2 The Client may, up to once per year and upon 30 days’ written notice, audit AVORD’s compliance with this DPA. AVORD shall cooperate fully with such audits.
11. Return or Deletion of Data
11.1 Upon termination of the Agreement, AVORD shall, at the Client’s election, either return or securely delete all Personal Data unless retention is required by law.
11.2 Certification of deletion shall be provided upon request.
12. Liability and Indemnity
12.1 AVORD shall indemnify the Client against any direct damages suffered as a result of AVORD’s material breach of this DPA.
13. Governing Law
13.1 This agreement shall be governed by and construed in accordance with the laws of England and Wales.
Schedule E: Mutual Confidentiality Terms
This Schedule establishes the mutual confidentiality obligations of the Parties and governs the treatment of Confidential Information exchanged during the term of the Agreement.
1. Definition of Confidential Information
1.1 For the purposes of this Schedule, “Confidential Information” means all information (whether written, oral, visual, electronic, or in any other form) disclosed by one Party to the other, directly or indirectly, which is designated as confidential or which would reasonably be considered to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation: trade secrets, business plans, strategies, client information, technical data, systems, software, pricing, and financial information.
2. Obligations of Confidentiality
2.1 Each Party agrees to:
a. Treat the other Party’s Confidential Information as strictly confidential and use it only for the purpose of performing its obligations under the Agreement;
b. Restrict disclosure of such information to its employees, agents, or subcontractors who have a strict need to know and are under equivalent confidentiality obligations;
c. Apply at least the same standard of care in protecting the Confidential Information as it uses to protect its own confidential data, but in no event less than reasonable care;
d. Not disclose the Confidential Information to any third party without the prior written consent of the disclosing Party.
3. Exceptions
3.1 The obligations in this Schedule shall not apply to any Confidential Information which:
a. Is or becomes publicly known through no breach of this Agreement;
b. Is lawfully obtained by the receiving Party from a third party not under a duty of confidentiality;
c. Was already known to the receiving Party at the time of disclosure;
d. Is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information;
e. Must be disclosed by law, regulation, or court order, provided that the receiving Party gives prompt notice and cooperates with efforts to limit the disclosure.
4. Return or Destruction of Confidential Information
4.1 Upon termination or expiry of the Agreement, or upon the disclosing Party’s request, the receiving Party shall promptly return or securely destroy all Confidential Information in its possession and certify such return or destruction in writing, unless retention is required by Applicable Law.
5. Injunctive Relief
5.1 Each Party acknowledges that any unauthorised disclosure or use of the other Party’s Confidential Information may cause irreparable harm and that monetary damages may not be an adequate remedy. Accordingly, the disclosing Party shall be entitled to seek injunctive or equitable relief without the requirement to post a bond or prove actual damages.
6. Duration
6.1 These confidentiality obligations shall remain in effect for five (5) years from the termination or expiry of the Agreement, except with respect to trade secrets, which shall remain protected for so long as they remain confidential.
Schedule F: Client Framework Agreement Template
This Schedule provides a framework agreement to be executed between AVORD and the Client prior to the commencement of any Statement of Work. It sets out the general commercial terms and legal provisions applicable to the services to be delivered.
1. Parties and Background This Agreement is made between:
- AVORD LTD, a company incorporated and registered in England and Wales with company number 10992834, whose registered office is at Stadbury, Abbey Rd, Shepperton, TW17 9JA (“AVORD”); and
- [Client Full Legal Name], a company incorporated in [Jurisdiction], with registered number [Number], whose registered office is at [Address] (“Client”).
Whereas:
- AVORD is engaged in the business of providing security testing, consultancy, platform tools, and related technology services;
- The Client wishes to engage AVORD to deliver such services under one or more Statements of Work.
2. Term and Scope
2.1 This Agreement shall commence on the Effective Date and shall continue in force until terminated in accordance with the Services Agreement.
2.2 Services to be delivered under this Framework Agreement shall be detailed in one or more SOWs executed between the Parties.
3. Commercial Terms
3.1 The Client shall pay the fees and charges as set out in each SOW.
3.2 Invoices are payable within 30 days of receipt, unless otherwise agreed in writing.
3.3 Any late payment may result in interest charges as outlined in this Agreement.
4. Responsibilities
4.1 AVORD shall:
a. Perform the Services with reasonable skill, care and diligence;
b. Allocate qualified personnel with appropriate experience;
c. Adhere to the timelines and milestones set out in the relevant SOW.
4.2 The Client shall:
a. Provide timely access to systems, personnel and resources as reasonably required;
b. Ensure all information provided to AVORD is complete and accurate;
c. Designate a project contact person to act as the main interface with AVORD.
5. Intellectual Property
5.1 All Intellectual Property created by AVORD in the performance of Services shall be governed by the IP clause of the Service Agreement.
6. Confidentiality and Data Protection
6.1 The Parties agree to be bound by the provisions of the Confidentiality Schedule and Data Processing Addendum set out in Schedules E and D respectively.
7. Termination
7.1 This Framework Agreement may be terminated by either Party:
a. On 30 days’ written notice; or
b. Immediately for material breach not remedied within 14 days of written notice.
8. Governing Law and Jurisdiction
8.1 This Framework Agreement shall be governed by and construed in accordance with the laws of England and Wales.
8.2 The courts of England and Wales shall have exclusive jurisdiction over all disputes arising under or in connection with this Agreement.
Schedule G: Non-Platform Engagement Framework
This Schedule outlines the terms governing service engagements initiated outside of the AVORD digital platform, including those arranged through direct communication (e.g., email, phone, or in-person discussions). The purpose of this Schedule is to ensure that all engagements—regardless of how initiated—are subject to the same commercial, legal, and operational safeguards as engagements conducted through the Platform.
1. Applicability and Scope
1.1 This Schedule applies to all Services requested by the Client and delivered by AVORD that were not arranged via the AVORD platform but instead through manual communication channels.
1.2 Examples include:
a. Verbal or written requests for services by email or telephone;
b. In-person discussions resulting in an agreement to proceed;
c. Any manual proposal, purchase order, or statement of work not routed via the AVORD portal.
2. Binding Nature of Terms
2.1 All such off-platform engagements shall be governed by the terms of the Services Agreement, including all applicable Schedules (B–H), irrespective of the contracting method.
2.2 The Client acknowledges and agrees that:
a. The same confidentiality, data protection, and intellectual property obligations apply;
b. All AVORD Consultant/Limited company and or Company Colleague(s) obligations and non-solicitation clauses remain enforceable;
c. The use of an off-platform method does not waive or dilute any AVORD rights.
3. Consultant/Limited company and or Company Colleague(s) Engagement and Restrictions
3.1 The Client shall not directly or indirectly engage with any Consultant/Limited company and or Company Colleague(s) introduced by AVORD outside the scope of the agreed engagement without the express written consent of AVORD.
3.2 The Client shall not contract with or facilitate the engagement of any third-party organisation (including companies, limited liability partnerships, or sole traders) that has been introduced via AVORD’s services, regardless of whether the introduction occurred on or off-platform.
3.3 The Client shall not enter into any expanded or follow-on work with a Consultant/Limited company and or Company Colleague(s) (including additional projects, contract extensions, or new scopes) without involving AVORD as the contracting party.
3.4 Any breach of this clause will trigger a Transfer Fee as outlined in the Agreement and AVORD shall retain the right to pursue compensatory damages.
4. Statements of Work and Scope Confirmation
4.1 For each off-platform engagement, AVORD will issue a Statement of Work or written confirmation of the agreed services, deliverables, and fees.
4.2 The Client must approve the Statement of Work in writing before Services commence together with a Purchase order reference . In the absence of a formal signature, written confirmation by email shall constitute binding acceptance.
5. Invoicing and Payment Terms
5.1 Invoicing will proceed as per the terms of the applicable SOW or Client Framework Agreement.
5.2 Payment terms, late payment provisions, and milestone billing apply equally regardless of platform usage.
6. Dispute Resolution and Jurisdiction
6.1 All disputes arising from off-platform engagements shall be resolved in accordance with the governing law and jurisdiction provisions of this agreement.
7. Record-Keeping and Audit Rights
7.1 AVORD reserves the right to maintain records of all off-platform engagements and associated documentation for audit and compliance purposes.
7.2 Clients shall provide reasonable assistance to verify service delivery and contract adherence.
Schedule H: Expense Policy
This following outlines the expense reimbursement policy applicable to AVORD personnel, Consultant/Limited company and or Company Colleague(s)s, and subcontractors engaged under this Agreement. The objective is to ensure that any reimbursable expenses incurred in the course of delivering Services are transparent, necessary, and appropriately controlled.
1. Definitions
1.1 “Reimbursable Expenses” means pre-approved out-of-pocket costs incurred by AVORD or its personnel directly in connection with the delivery of Services, including but not limited to: travel, accommodation, meals, subsistence, mileage, and third-party logistics.
2. Approval Requirements
2.1 All Reimbursable Expenses must be pre-approved in writing by the Client prior to being incurred. Verbal or retroactive approvals shall not be deemed valid unless confirmed by the Client in writing.
2.2 All proposed expenses must be entered into the Statement of Work (SOW) and approved as per Section 2.1. To be clear, no expenses will be paid unless accompanied with client sign off.
2.3 AVORD shall not be obligated to incur costs without Client authorisation.
3. Documentation and Submission
3.1 Expense claims shall be submitted within thirty (30) calendar days from the date of the expense.
3.2 Each claim must include:
a. Original, itemised receipts;
b. A clear description of the expense and its business justification;
c. Dates, locations, and the name of the associated project or Statement of Work;
d. Applicable exchange rate if incurred in foreign currency.
3.3 Claims without sufficient documentation may be rejected or delayed at AVORD’s discretion.
4. Rate Limits and Guidance
4.1 Reimbursement rates for mileage shall align with the either the Client expense policy, AVORD expense Policy or current HMRC-approved rates (or international equivalents) where applicable).
4.2 Hotel accommodation shall be mid-tier business class (e.g. Premier Inn, Holiday Inn, Hilton Garden Inn or equivalent).
4.3 Meals and subsistence shall be limited to reasonable daily caps unless otherwise agreed in writing and in line with section 14.1.
4.4 No reimbursement shall be made for:
a. Alcohol;
b. First-class travel;
c. Entertainment unrelated to project delivery;
d. Personal items, fines, or penalties.
5. Currency and Tax Treatment
5.1 Reimbursable Expenses shall be claimed in the currency in which they were incurred. AVORD may convert foreign currencies using prevailing exchange rates on the claim date.
5.2 VAT (where applicable) must be itemised separately, and AVORD will provide VAT receipts upon request.
6. Payment Terms
6.1 Approved claims shall be paid within thirty (30) days of receipt by the Client, subject to verification.
6.2 The Client reserves the right to withhold payment if a claim appears non-compliant or incomplete, pending resolution.
7. Audit and Verification
7.1 The Client may request original receipts or conduct an audit of expense claims at any time within twelve (12) months of submission.
7.2 AVORD shall retain copies of all receipts and records for the same duration and shall cooperate fully with any audit or inquiry.
8. Disputes
8.1 Any dispute arising from rejected or contested claims shall be resolved under the dispute resolution provisions of the Service Agreement.
9. Modifications
9.1 AVORD may issue an updated Expense Policy from time to time. Any changes shall be subject to mutual written agreement or incorporated into future SOWs.
CONSULTANTS
Issue Date: April 2025
This Consultant Agreement (“Agreement”) is made and entered into as of [Insert Date] by and between:
AVORD LTD, Company Number 10992834, with registered offices at Stadbury, Abbey Rd, Shepperton, TW17 9JA (“AVORD”)
and
[Consultant Name], of [Limited Company] with registered office at [Consultant Address] (“Consultant”).
Amendment and Updates
This Agreement constitutes an updated and revised version of previously signed agreements between the Parties. It supersedes any prior agreements or arrangements regarding the subject matter contained herein. AVORD reserves the right to update or amend this Agreement from time to time. Any such changes shall be communicated in writing and, unless objected to within five (5) business days, shall be deemed accepted and incorporated into the Consultant’s ongoing terms of engagement.
1. Appointment and Scope
1.1 AVORD engages Consultant/Limited company and or Company Colleague(s) either via the AVORD platform or direct and/or indirectly by the client to perform professional services as defined in Statements of Work (“SOW”) issued by AVORD.
1.2 Consultant/Limited company and or Company Colleague(s) shall perform services as an independent contractor and is not an employee, agent, or representative of AVORD or any AVORD Client.
2. Exclusivity and Non-Circumvention
2.1 Consultant/Limited company and or Company Colleague(s) shall not provide services directly or indirectly to any AVORD Client without the prior written consent of AVORD for a period of twelve (12) months after the last engagement.
2.2 Consultant/Limited company and or Company Colleague(s) shall not solicit or accept work from any AVORD Client introduced to them by AVORD, even if the engagement is unrelated to the original scope.
2.3 Consultant/Limited company and or Company Colleague(s) shall immediately report any direct communication or service request from a Client to AVORD.
3. Confidentiality
3.1 Consultant/Limited company and or Company Colleague(s) shall maintain in strict confidence all Confidential Information relating to AVORD and its Clients, and shall not disclose such information to third parties without written consent.
3.2 Obligations under this clause shall survive for five (5) years after termination of this Agreement.
4. Intellectual Property
4.1 Consultant/Limited company and or Company Colleague(s) hereby assigns to AVORD all rights, title, and interest in any Deliverables or Work Product produced in the course of the engagement.
4.2 Consultant/Limited company and or Company Colleague(s) waives all moral rights in the Deliverables to the extent permitted by law.
5. Fees and Invoicing
5.1 Consultant shall be paid only upon the successful completion of the Services and formal written approval of the Deliverables by the Client, as confirmed by AVORD.
5.2 Upon such approval, Consultant/Limited company and or Company Colleague(s) shall submit an invoice to AVORD referencing the applicable Statement of Work.
5.3 AVORD shall pay approved invoices within forty-five (45) days from the date of invoice receipt, subject to all Services being completed to the satisfaction of the Client and AVORD.
5.4 Invoices must include time logs (where applicable), a description of Services rendered, and any supporting documentation required under the relevant SOW.
6. Insurance
6.1 Consultant/Limited company and or Company Colleague(s) shall maintain adequate professional indemnity and public liability insurance at all times, with coverage levels specified by AVORD.
6.2 Proof of insurance shall be provided upon request.
7. Termination
7.1 Either party may terminate this Agreement with thirty (30) days’ written notice.
7.2 AVORD may terminate immediately for breach, misconduct, or reputational risk.
a. The Consultant/Limited company and or Company Colleague(s) shall not solicit, accept, or engage in any direct or indirect business relationship with any AVORD Client previously introduced by AVORD;
b. The Client shall not initiate or accept contact from the Consultant/Limited company and or Company Colleague(s) in relation to any current, former, or future opportunity without AVORD’s written consent;
c. This restriction shall remain enforceable even if the Consultant/Limited company and or Company Colleague(s) changes trading name, company status, or operates through a third party or nominee;
d. The Consultant/Limited company and or Company Colleague(s) shall not pass, refer, or redirect the opportunity to a colleague, subcontractor, or associated business for the purpose of circumventing AVORD.
7.4 Any breach of this Clause shall constitute a material breach of this Agreement. AVORD shall be entitled to seek injunctive relief and recover damages for any resulting loss
8. Indemnity
8.1 Consultant/Limited company and or Company Colleague(s) shall indemnify and hold AVORD harmless against any claims, losses, or liabilities resulting from:
a. Breach of this Agreement;
b. Infringement of third-party IP;
c. Failure to deliver the Services;
d. Unauthorised direct or indirect Client engagement, including but not limited to solicitation, performance of services, or proposal submission outside AVORD’s involvement
9. Governing Law and Jurisdiction
9.1 This Agreement shall be governed by the laws of England and Wales.
9.2 The Parties submit to the exclusive jurisdiction of the English courts.
Schedule 1: Website User Agreement
This Schedule sets out the full terms governing the use of AVORD’s website and digital platform. It applies to all Clients, Consultant/Limited company and or Company Colleague(s)s, and users accessing any part of the AVORD online infrastructure.
1. Access Rights and Restrictions
1.1 Access to the AVORD Platform is provided to users solely for lawful use in connection with their engagement with AVORD.
1.2 AVORD may require users to register for an account and provide accurate and complete information. It is the user’s responsibility to update this information as necessary.
2. Acceptable Use
2.1 Users shall not:
a. Use the Platform for any unlawful, fraudulent, or malicious purpose;
b. Upload, post, or transmit content that is defamatory, offensive, or otherwise inappropriate;
c. Reverse engineer, decompile, or attempt to gain unauthorised access to the Platform’s code, data, or infrastructure;
d. Bypass or disable any security feature of the Platform;
e. Interfere with or disrupt the integrity or performance of the Platform or its components;
f. Misrepresent identity, including the use of another person’s credentials.
3. Intellectual Property and Ownership
3.1 All Intellectual Property Rights in the Platform, including software, user interface design, documentation, and content (except Client data), remain the exclusive property of AVORD.
3.2 Clients are granted a non-exclusive, non-transferable, revocable licence to use the Platform during the Term, strictly in accordance with this Agreement.
4. Data and Content
4.1 AVORD does not claim ownership of Client data submitted through the Platform but requires a licence to host, store, transmit, and display such data to perform Services.
4.2 AVORD will take reasonable steps to back up and protect Client data but does not guarantee data availability outside agreed backup or disaster recovery terms.
5. Suspension and Termination of Access
5.1 AVORD may suspend or restrict access to any part of the Platform immediately if:
a. The user breaches this Agreement;
b. The Client’s fees are overdue;
c. Continued access may pose a security risk;
d. Required by legal or regulatory authority.
5.2 Suspension shall not affect AVORD’s rights to claim damages or other remedies.
6. Limitation of Liability
6.1 AVORD is not liable for:
a. Temporary unavailability of the Platform;
b. Loss or corruption of data due to unauthorised access resulting from Client negligence;
c. Indirect or consequential losses arising from Platform use.
7. Platform Maintenance and Support
7.1 AVORD shall use commercially reasonable efforts to maintain availability of the Platform and provide scheduled maintenance notices where feasible.
7.2 Emergency maintenance may be carried out without prior notice if essential for Platform integrity or security.
8. Governing Law
8.1 This Schedule shall be governed by the same jurisdictional terms as the Service Agreement.
Schedule 2. Expense Policy
This following outlines the expense reimbursement policy applicable to AVORD personnel, consultants, and subcontractors engaged under this Agreement. The objective is to ensure that any reimbursable expenses incurred in the course of delivering Services are transparent, necessary, and appropriately controlled.
1. Definitions
1.1 “Reimbursable Expenses” means pre-approved out-of-pocket costs incurred by AVORD or its personnel directly in connection with the delivery of Services, including but not limited to: travel, accommodation, meals, subsistence, mileage, and third-party logistics.
2. Approval Requirements
2.1 All Reimbursable Expenses must be pre-approved in writing by the Client prior to being incurred. Verbal or retroactive approvals shall not be deemed valid unless confirmed by the Client in writing.
2.2 All proposed expenses must be entered into the Statement of Work (SOW) and approved as per Section 2.1. To be clear, no expenses will be paid unless accompanied with client sign off.
2.3 AVORD shall not be obligated to incur costs without Client authorisation.
3. Documentation and Submission
3.1 Expense claims shall be submitted within thirty (30) calendar days from the date of the expense.
3.2 Each claim must include:
a. Original, itemised receipts;
b. A clear description of the expense and its business justification;
c. Dates, locations, and the name of the associated project or Statement of Work;
d. Applicable exchange rate if incurred in foreign currency.
3.3 Claims without sufficient documentation may be rejected or delayed at AVORD’s discretion.
4. Rate Limits and Guidance
4.1 Reimbursement rates for mileage shall align with the either the Client expense policy, AVORD expense Policy or current HMRC-approved rates (or international equivalents) where applicable).
4.2 Hotel accommodation shall be mid-tier business class (e.g. Premier Inn, Holiday Inn, Hilton Garden Inn or equivalent).
4.3 Meals and subsistence shall be limited to reasonable daily caps unless otherwise agreed in writing and in line with section 4.1.
4.4 No reimbursement shall be made for:
a. Alcohol;
b. First-class travel;
c. Entertainment unrelated to project delivery;
d. Personal items, fines, or penalties.
5. Currency and Tax Treatment
5.1 Reimbursable Expenses shall be claimed in the currency in which they were incurred. AVORD may convert foreign currencies using prevailing exchange rates on the claim date.
5.2 VAT (where applicable) must be itemised separately, and AVORD will provide VAT receipts upon request.
6. Payment Terms
6.1 Approved claims shall be paid within thirty (30) days of receipt by the Client, subject to verification.
6.2 The Client reserves the right to withhold payment if a claim appears non-compliant or incomplete, pending resolution.
7. Audit and Verification
7.1 The Client may request original receipts or conduct an audit of expense claims at any time within twelve (12) months of submission.
7.2 AVORD shall retain copies of all receipts and records for the same duration and shall cooperate fully with any audit or inquiry.
8. Disputes
8.1 Any dispute arising from rejected or contested claims shall be resolved under the dispute resolution provisions of the Service Agreement.
9. Modifications
9.1 AVORD may issue an updated Expense Policy from time to time. Any changes shall be subject to mutual written agreement or incorporated into future SOWs.