Terms and Conditions of Consultants working with Strathkelvin Instruments Limited (Strathkelvin)

1. The following conditions (and any expressly incorporated addenda) shall constitute the entire conditions between Strathkelvin and any consultant for the work undertaken and shall supersede and replace all other warranties representations and terms whether expressly or implied, oral or written, including the Consultant’s standard terms.
2. The parties acknowledge that they are not relying on any understandings, representations, warranties or terms other than these conditions.
3. The Consultant will:
1. exercise all reasonable care and skill in the performance of the work.
2. work at such place or places as shall be necessary to enable Strathkelvin to fully perform its obligations herein.
4. During the engagement the Consultant shall not:
1. sub-contract or in any manner assign the performance of the tasks without the written approval of the Consultant.
2. directly or indirectly accept business from or canvas, solicit or endeavour to entice away any person, firm or company who shall during the period of one (1) year immediately preceding the termination of this agreement have been Strathkelvin’s manufacturers, suppliers, customers, Consultants, associates, agents or employees.
3. knowingly do any act which might reasonably be expected to damage the goodwill of the business of the Consultant.
5. Rates agreed are exclusive of VAT which may be charged in addition, where appropriate. Where an hourly rate is specified, this shall refer to hours actually worked.
6. Invoices will be submitted to the agreed schedule and paid promptly by the Strathkelvin.
7. Expenses will only be claimed where (a) they are supported by appropriate receipts and (b) this has been generally agreed in advance, or (c) the individual item of expenditure has been approved by the Consultant in advance. Mileage will be charged at a rate of 63p/mile. Flights and train journeys will be business class unless otherwise agreed.
8. The Consultant may not alter the scope of the work unless agreed by both parties.
9. The Consultant may terminate the engagement or suspend the work at any time by giving notice in writing one month in advance of the termination date. In the event that the contract is terminated Strathkelvin shall pay any fees that may be due in relation to work carried out to that point by Strathkelvin and any reasonable expenses to professionally complete the work agreed during the termination period.
10. The Consultant agrees that it shall not (except in the proper performance of his duties) during or after termination of this agreement make copies of, use of or disclose to any person whatsoever any information relating to Strathkelvin or its business, trade secrets, confidential information or intellectual property of which he has or shall hereinafter become possessed. This clause shall survive termination of this agreement.
11. The Consultant will at all times ensure that trade secrets, confidential information or intellectual property in its possession in any documentary, electronic or other tangible form is kept secure and is not accessible to anyone other than a duly authorised officer or employee of the Consultant and will immediately when asked to do so return to Strathkelvin any such items in his possession at any time.
12. For the purposes of this agreement intellectual property shall include inventions, designs, methods, processes, computer software, manufacturing data, reports and other works, together will all know-how, property rights and information, whether patented or otherwise registered or not and whether or not susceptible to patent, copyright, registered design or like protection. This clause shall survive termination of this agreement.
13. For the avoidance of doubt officials of Strathkelvin shall not act in a way where they represent to be an employee of the Consultant during his engagement under this agreement. This clause shall survive termination of this agreement.
14. Upon completion of the work to the satisfaction of the Consultant the engagement shall automatically terminate.
15. On termination the Consultant shall immediately return to the Consultant all documents, specifications and property belonging to Strathkelvin in his possession or under his control. Or agree to destroy documents, specifications and all property.
16. The Consultant warrants to Strathkelvin that he is not under any other contract or agreement that precludes him from becoming a consultant to Strathkelvin. The Consultant further warrants that in the performance of his or her tasks as a consultant to Strathkelvin he will not use any confidential or proprietary information, trade secrets or other property of any kind which will violate or could result in the violation of any contract, agreement, or legal right of any other party.