Legal Notice

Consultancy Agreement

DATE

10/01/2025

PARTIES

Vastlink Holdings, MB, a Lithuanian-registered company (Company Number: 307048463) with its registered office and principal place of business located at Giruliu g. 5, Vilnius, operating as a partnership under European Union law (hereinafter referred to as the "Consultant"); and

AGREEMENT

  • Definitions
    • In this Contract[, except to the extent expressly provided otherwise]:

"Agreement" means this contract, including any Schedules, and any amendments to this contract from time to time;

"Charges" means:

  • [the amounts specified in Part 5 of Schedule 1 (Services particulars) and elsewhere in this Agreement];
  • [such other amounts as may be agreed in writing by the parties from time to time]; and
  • [amounts calculated by multiplying [the standard time-based charging rates of the Consultant (as notified by the Consultant to the Client before the date of this Agreement)] by the time spent by the personnel of the Consultant performing [the Services] (rounded [down by the Consultant to the nearest quarter hour])];

[additional list items]

"Client Materials" refers to [all works and materials provided by the Client or on the Client's behalf to the Consultant, intended for inclusion in the Deliverables or for other purposes related to the Services];

"Deliverables" refers to [Those [deliverables] outlined in Part 2 of Schedule 1 (Services particulars) that the Consultant has committed to providing to the Client under this Agreement, as well as any additional [[define deliverables]][, and such other deliverables mutually agreed upon by the parties in writing from time to time];

"Effective Date" means [the date of execution of this Agreement];

"Intellectual Property Rights" means [all intellectual property rights worldwide, whether registrable or not, registered or unregistered, including any applications or rights to apply for such rights. These "intellectual property rights" encompass copyrights and related rights, database rights, trade secrets, confidential information, know-how, business names, trade names, trademarks, service marks, rights against passing off, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights, and design rights];

"Schedule" means any schedule attached to the main body of this Agreement;

"Services" means the consultancy services specified in Part 1 of Schedule 1 (Services particulars);

"Term" means [the term of this Agreement, beginning as specified in Clause 3.1 and ending as outlined in Clause 3.2]; and

"Third Party Materials" refers to the works and/or materials included in the Deliverables (excluding the Client Materials), the intellectual property rights of which are owned by a third party[, and which are detailed in Part 2 of Schedule 1 (Services particulars) or are mutually agreed upon by the parties in writing to be incorporated into the Deliverables].

2 Credit

You must retain the above credit. Use of this document without the credit is an infringement of copyright. However, you can purchase from us an equivalent document that does not include the credit.

  • Term
    • This Agreement shall come into force upon the Effective Date.
    • This Agreement shall continue in force [indefinitely] OR [until [date], at the beginning of which this Agreement shall terminate automatically] OR [until [event], upon which this Agreement shall terminate automatically], subject to termination in accordance with Clause 11 or any other provision of this Agreement.
  • Services
    • The Consultant shall provide the Services to the Client in accordance with this Agreement.
    • The Consultant shall provide the Services [with reasonable skill and care] OR [in accordance with the standards of skill and care reasonably expected from a leading service provider in the Consultant's industry] OR [[specify standard(s)]].
  • Deliverables
    • The Consultant shall provide the Deliverables to the Client.
    • Upon receiving a written request from the Consultant, the Client must promptly provide written feedback on the Consultant's proposals, plans, designs, and/or preparatory materials related to the Deliverables, which were made available to the Client with the written request.
    • The Consultant shall [ensure] OR [use its best efforts to ensure] OR [use reasonable efforts to ensure] that the Deliverables are provided to the Client according to the schedule outlined in Part 3 of Schedule 1 (Services particulars) [or as mutually agreed in writing by the parties].
    • The Consultant guarantees to the Client that:
  • [the Deliverables will meet the requirements of Part 2 of Schedule 1 (Services particulars) as of the delivery date];
  • [the Deliverables will be free from [material defects]]; and
  • [[the Deliverables] OR [the Deliverables when used by the Client per this Agreement] will not infringe upon the Intellectual Property Rights[ or other legal rights] of any third party[, and will not violate [the provisions of any applicable law, statute, or regulation] in [any jurisdiction and under any applicable law]].

[additional list items]

  • Licence
    • The Consultant grants the Client [a non-exclusive, worldwide, perpetual, and irrevocable] license to [copy, store, distribute, publish, adapt, edit, and otherwise use] the Deliverables[ (excluding [the Third Party Materials and the Client Materials])][ for the following purposes: [identify purposes]].
  • Charges
    • The Client shall pay the Charges to the Consultant according to this Agreement.
    • All amounts referenced in or related to this Agreement are, unless otherwise stated, [inclusive of any applicable value-added taxes] OR [exclusive of any applicable value-added taxes, which will be added to the amounts and paid by the Client to the Consultant].
  • Payments
    • The Consultant shall issue invoices for the Charges to the Client [from time to time during the Term] OR [on or after the invoicing dates set out in Part 5 of Schedule 1 (Services particulars)] OR [at any time after the relevant Services have been delivered to the Client] OR [in advance of the delivery of the relevant Services to the Client].
    • The Client must pay the Charges within [30 days] following [the issuance of an invoice in accordance with this Clause 8] OR [the receipt of an invoice issued in accordance with this Clause 8].
    • The Client must pay the Charges via [debit card, credit card, direct debit, bank transfer, or cheque] (using payment details provided by the Consultant).
    • If the Client fails to pay any due amount under this Agreement, the Consultant may:
  • charge interest on the overdue amount at [8% per annum above the Bank of England base rate from time to time], which will accrue daily until payment and be compounded monthly; or
  • claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
  • Warranties
    • The Consultant warrants to the Client that:
  • [the Consultant has the legal right and authority to enter into this Agreement and fulfill its obligations];
  • [the Consultant will comply with all applicable laws and regulations regarding the exercise of its rights and fulfillment of obligations under this Agreement]; and
  • [the Consultant has or has access to all necessary know-how, expertise, and experience to fulfill its obligations under this Agreement].

[additional list items]

  • The Client warrants to the Consultant that it has the legal right and authority to enter into this Agreement and fulfill its obligations.
  • All of the parties' warranties and representations regarding the subject matter of this Agreement are expressly set forth herein. To the fullest extent allowed by law, no other warranties or representations regarding this Agreement or any related contract will be implied.
  • Limitations and Exclusions of Liability
    • Nothing in this Agreement will:
  • limit or exclude liability for death or personal injury caused by negligence;
  • limit or exclude liability for fraud or fraudulent misrepresentation;
  • limit liabilities in ways that are not permitted under applicable law; or
  • exclude liabilities that cannot be excluded under applicable law.
    • The liability limitations and exclusions outlined in this Clause 10 and throughout this Agreement:
  • are subject to Clause 10.1; and
  • apply to all liabilities arising under or related to this Agreement, including those arising in contract, tort (including negligence), or breach of statutory duty, unless explicitly stated otherwise.
    • [Neither party shall be liable to the other party] OR [The Consultant shall not be liable to the Client] OR [The Client shall not be liable to the Consultant] for any loss of profits or expected savings.
    • [Neither party shall be liable to the other party] OR [The Consultant shall not be liable to the Client] OR [The Client shall not be liable to the Consultant] for any loss of revenue or income.
    • [Neither party shall be liable to the other party] OR [The Consultant shall not be liable to the Client] OR [The Client shall not be liable to the Consultant] for any loss of use or production.
    • [Neither party shall be liable to the other party] OR [The Consultant shall not be liable to the Client] OR [The Client shall not be liable to the Consultant] for any loss of business, contracts, or opportunities.
    • [Neither party shall be liable to the other party] OR [The Consultant shall not be liable to the Client] OR [The Client shall not be liable to the Consultant] for any loss or corruption of data, database, or software.
    • [Neither party shall be liable to the other party] OR [The Consultant shall not be liable to the Client] OR [The Client shall not be liable to the Consultant] for any special, indirect, or consequential loss or damage.
  • Termination
    • Either party may terminate this Agreement by providing at least [30 days'] written notice to the other party.
    • Either party may immediately terminate this Agreement by providing written notice if the other party commits a material breach.
    • Subject to applicable law, either party may immediately terminate this Agreement by giving written notice if:
  • the other party:
  • is dissolved;
  • ceases to conduct all or most of its business;
  • becomes unable to pay its debts as they become due;
  • is declared insolvent or becomes insolvent;
  • proposes or enters into any arrangement or composition with creditors;
  • an administrator, receiver, or similar party is appointed over the other party's assets;
  • a winding-up order is made or a resolution is passed for winding-up the other party, unless for the purpose of a solvent reorganization where the resulting entity assumes all obligations under this Agreement;
  • [If the other party is an individual:
  • the other party dies;
  • becomes incapable of managing their affairs due to illness or incapacity; or
  • becomes the subject of a bankruptcy petition or order.]
  • Effects of Termination
    • Upon termination, all provisions of this Agreement shall cease to be effective, except the following clauses, which will survive and remain in effect: [Clauses 1, 6, 8.2, 8.4, 10, 12, 13.2, and 15].
    • Termination will not affect any accrued rights of either party.
  • Status of Consultant
    • The Consultant is an independent contractor, not an employee of the Client.
    • Termination of this Agreement will not constitute unfair dismissal, and the Consultant will not be entitled to compensation, redundancy payments, or similar upon termination.
  • Subcontracting
    • The Consultant shall not subcontract its obligations without prior written consent from the Client[, provided the Client must not unreasonably withhold such consent].

OR

  • Subject to any restrictions elsewhere, the Consultant may subcontract any of its obligations under this Agreement[, but must inform the Client in writing promptly following the appointment of a subcontractor, detailing the subcontracted obligations and identifying the subcontractor].
  • The Consultant remains responsible to the Client for the performance of any subcontracted obligations.
  • General
    • No breach of this Agreement will be waived except by written consent of the non-breaching party.
    • If any provision of this Agreement is found to be unlawful or unenforceable by any court or other competent authority, the remaining provisions of this Agreement will remain in effect. If any part of an unlawful provision can be deleted to make it enforceable, that part will be deleted, and the remainder of the provision will stand (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
    • This Agreement may not be varied except by a written document signed by or on behalf of both parties.
    • Neither party may assign, transfer, charge, license, or otherwise dispose of any rights or obligations under this Agreement without prior written consent.
    • This Agreement is made for the benefits of both parties only, and does not confer rights on third parties. Termination, rescindment, or amendments require no third-party consent.
    • Subject to Clause 10.1, this Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior agreements in respect of that subject matter.
    • This Agreement is governed by and construed in accordance with [English law].
    • The courts of [England] will have exclusive jurisdiction to resolve disputes under this Agreement.

EXECUTION

The parties signify their acceptance of this Agreement by executing it below.

SIGNED BY CEO of Vastlink Holdings, MB on 10/01/2025 the Consultant, duly authorized for and on behalf of Vastlink Holdings, MB:........................................

 

SCHEDULE 1 (SERVICE PARTICULARS)

  1. Service Description
    [Specify Services]
  2. Deliverable Specifications
    [Specify Deliverables]
  3. Timeline
    [Insert timeline]
  4. Client Materials
    [Specify Client Materials]
  5. Financial Terms
    [Insert financial provisions]

Free Consultancy Agreement: Drafting Notes

This is a free consultancy agreement that covers basic provisions related to the consultancy services and the deliverables produced as a result.

The template includes a license to use the deliverables, but ownership remains with the consultant, as it does not transfer any rights.

You may use this document for free, provided you maintain the Docular credit within it. The content is identical to the basic consultancy agreement template, except for the credit.

DATE
[Insert execution date]

PARTIES

Subsection 1

  • Is the first party an individual, company, or partnership?
  • Full name of individual (including middle names)?
  • Postal address?
  • Full company name?
  • Jurisdiction of incorporation?
  • Registration number?
  • Registered office address?
  • Partnership name (if applicable)?
  • Jurisdiction of partnership?
  • Principal business location?

Subsection 2

  • Is the second party an individual, company, or partnership?
  • Full name of individual (including middle names)?
  • Postal address?
  • Full company name?
  • Jurisdiction of incorporation?
  • Registration number?
  • Registered office address?
  • Partnership name (if applicable)?
  • Jurisdiction of partnership?
  • Principal business location?

AGREEMENT

Clause 1: Definitions

Clause 1.1
Charges Definition

  • What charges are due under this agreement?
  • How should time-based rates be described?
  • Are all services time-based, or just some?
  • How should time-based units be rounded?

Deliverables Definition

  • What form will the deliverables take (e.g., reports, software, graphics)?

Effective Date Definition

  • When does the contract start?

Term Definition

  • Define the contract duration.

Third-Party Materials Definition

  • Must all third party materials incorporated into the deliverables be specifically identified in the specification of the deliverables or included subject to the parties' agreement?

Clause 2: Credit

Clause: Free documents licensing warning 

  • Optional element. Although you need to retain the credit, you should remove the inline copyright warning from this document before use.

Clause 3: Term
Clause 3.2

  • Is the term of the contract indefinite, or will it come to an end upon some agreed date, or upon the occurrence of a defined event?
  • Upon what date will the contract terminate?
  • Upon the occurrence of what event will the contract terminate?

Clause 4: Services
Clause 4.2

Optional element. Must the services meet any specified standard(s)?     

  • What standard(s) must the services meet?

Clause 5: Deliverables
Optional element. 

Clause 5.2 

Optional element. 

Clause 5.3 

Optional element.

  • Are deliverables due according to the timetable on an absolute basis or best efforts?
  • Is the obligation to supply deliverables in accordance with the agreed timetable: (i) absolute; or (ii) an obligation to use best endeavours; or (iii) an obligation to use reasonable endeavours?

Clause 5.4 

Optional element.

  • What warranties will the Consultant give to the Client in relation to the deliverables?
  • Should the warranty of conformity only apply at the date of delivery of the deliverables?
  • What sort of defects does the Consultant warrant the deliverables will be free from?
  • Do the warranties relating to legality apply to the deliverables generally, or just to uses permitted by this document?
  • Will this warranty extend to legal rights other than intellectual property rights?
  • Should a warranty of legality be included?
  • What (if any) jurisdictional limitations and applicable law limitations should apply to these warranties?

Clause 6: License

Optional element.
Clause 6.1

  • What type of licence will the Consultant grant to the Client?
  • What exactly may the Client do with the deliverables?
  • Do any rights in the deliverables need to be carved out from the licence (e.g. rights in third party materials)?
  • Will the licence be limited by reference to the purposes for which the deliverables may be used?
  • The rights in which elements of the deliverables should be carved out from the licence?
  • For what purposes may the deliverables be used?

Clause 7: Charges
Clause 7.2

  • Are amounts stated inclusive or exclusive of VAT?

Clause 8: Payments
Clause 8.1

  • When should invoices be issued?

Clause 8.2

  • What is the period for payment of invoices?
  • When does the period for payment of an invoice begin to run?

Clause 8.3

Optional element.     

  • Using what methods should payments be made?

Clause 8.4 

Optional element.

  • What contractual interest rate should apply to late payments?
  • Late Payment of Commercial Debts (Interest) Act 1998 - https://www.legislation.gov.uk/ukpga/1998/20

Clause 9: Warranties

Optional element.

Clause 9.1

Optional element.

  • What general warranties will the Consultant give to the Client?

Clause 9.2 

Optional element.

Clause 10: Limitations and exclusions of liability

Contractual limitations and exclusions of liability are regulated and controlled by law, and the courts may rule that particular limitations and exclusions of liability in contracts are unenforceable. The courts are particularly likely to intervene where a party is seeking to rely on a limitation or exclusion of liability in its standard terms and conditions, but will also sometimes intervene where a term has been individually negotiated. The courts may be more likely to rule that provisions excluding liability, as opposed to those merely limiting liability, are unenforceable. If there is a risk that any particular limitation or exclusion of liability will be found to be unenforceable by the courts, that provision should be drafted as an independent term, and be numbered separately from the other provisions. It may improve the chances of a limitation or exclusion of liability being found to be enforceable if the party seeking to rely upon it specifically drew it to the attention of the other party before the contract was entered into.

Exclusions and limitations of liability in UK contracts are primarily regulated by the Unfair Contract Terms Act 1977 ("UCTA"). Contracts regulated by UCTA cannot exclude or restrict a party's liability for death or personal injury resulting from negligence (Section 2(1), UCTA). Except insofar as the relevant term satisfies the requirements of reasonableness, such contracts cannot exclude or restrict liability: (i) for negligence (which includes a breach of an express or implied contractual obligation to take reasonable care or exercise reasonable skill) (Section 2(2), UCTA); or (ii) for misrepresentation (Section 3, Misrepresentation Act 1967).

In addition, if a contract is regulated by UCTA, and one of the parties is dealing on the other's written standard terms of business, then except insofar as the relevant contractual term satisfies the requirements of reasonableness the other party cannot: (i) exclude or restrict its liability in respect of a breach of contract; or (ii) claim to be entitled to render a contractual performance substantially different from that which was reasonably expected of it; or (iii) claim to be entitled, in respect of the whole or any part of its contractual obligation, to render no contractual performance at all (see Section 3, UCTA).

UCTA includes various other restrictions, particularly in the case of contracts for the sale of goods and contracts under which possession or ownership of goods passes.

Somewhat different rules apply to limitations of liability in contracts with consumers, and these provisions should not be used in relation to such contracts.

These guidance notes provide a very incomplete and basic overview of a complex subject. Accordingly, you should take legal advice if you may wish to rely upon a limitation or exclusion of liability.

Clause 10.1 

Do not delete this provision (except upon legal advice). Without this provision, the specific limitations and exclusions of liability in the document are more likely to be unenforceable. 

Clause 10.3 

Optional element.

  • Which of the parties will be the beneficiary of this limitation of liability?

Clause 10.4

Optional element.

  • Which of the parties will be the beneficiary of this limitation of liability?

Clause 10.5 

Optional element.

  • Which of the parties will be the beneficiary of this limitation of liability?

Clause 10.6 

Optional element.

  • Which of the parties will be the beneficiary of this limitation of liability?

Clause 10.7 

Optional element.

  • Which of the parties will be the beneficiary of this limitation of liability?

Clause 10.8 

Optional element.

  • Which of the parties will be the beneficiary of this limitation of liability?

Clause 11: Termination 

Clause 11.1

  • What notice period will apply to termination without cause by either party?

Clause 11.3 

Depending upon the status of the parties, the circumstances of the termination and the applicable law, some of the rights to terminate set out here may be unenforceable.

  • Will the winding up of a party as part of a solvent company reorganisation give rise to a right of termination for the other party?
  • Will or might a party to the document be an individual, rather than a corporate entity?

Clause 13: Status of Consultant 

Optional element. 

Clause 13.2 

Optional element. 

Clause 14: Subcontracting 

Optional element. 

Clause 14.1

  • Will the Client only be permitted to withhold consent to subcontracting where it is reasonable to do so?

Clause 14.1     

  • Will the Consultant be obliged to notify the Client of any subcontracting arrangements?

Clause 15: General 

Clause 15.1 

Optional element. 

Clause 15.2 

Optional element. 

Clause 15.3 

Optional element. 

This is intended to prevent, for example, one party wrongfully claiming that a term of the contract was changed in a telephone call. 

Clause 15.4 

Optional element. 

Clause 15.5 

Optional element. 

This provision is designed to exclude any rights a third party may have under the Contracts (Rights of Third Parties) Act 1999.

Clause 15.6 

Optional element. 

Clause 15.7 

This template has been drafted to work in the English law context. If you plan to change the governing law, you should have the document reviewed by someone with expertise in the law of the relevant jurisdiction.

  • Which law will govern the document?

Clause 15.8 

Optional element. 

As a practical matter, it makes sense for the courts with expertise in the relevant law to have the right to adjudicate disputes. Where one of the parties is outside England (or at least the UK), you may want to grant the courts of their home jurisdiction the right to adjudicate disputes, as this could ease enforcement in some circumstances.

  • The courts of which jurisdiction will have the exclusive right to adjudicate disputes relating to the document (subject to applicable law)?

EXECUTION 

Subsection: Execution of contract by first party (individual, company or partnership).

  • Will the contract be signed by the (first-party) contracting individual, or a person on behalf of the (first-party) contracting entity?
  • What is the full name of the first party signatory?
  • On what date is the first party signing the contract?
  • Add the full name of the person who will sign the document on behalf of the first party.
  • On what date is the contract being signed on behalf of the first party?

Subsection: Execution of contract by a second party (individual, company or partnership)

  • Will the contract be signed by the (second party) contracting individual, or by a person on behalf of the (second party) contracting entity?
  • What is the full name of the second party signatory?
  • On what date is the second party signing the contract?
  • Add the full name of the person who will sign the document on behalf of the second party.
  • On what date is the contract being signed on behalf of the second party?