andy partnership

8/14/2019 Andy Partnership

1/4

Partnership Agreement

This Partnership Agreement is made between

On Your Bike LLP (Company No. OC342879) ofPO Box 221, Cheadle,Cheshire, SK8 3WH (We/Us/Our);

and

Andres Eduardo Czerwinski ofFlat 3, 105 Wellington Road,Manchester, M14 6AY(You/Your).

Under this agreement you will provide the Services outlined in theSchedule based upon the following terms and conditions:

1. General

1.1. Both parties warrant that they are free and able to enter into thisAgreement.

1.2. You will supply to us the Services specified in the Schedule.

1.3. You warrant that you will provide the skills, experience and qualificationsnecessary to carry out the Services efficiently under the terms of thisAgreement.

2. Term, Termination, and Renewal

2.1. This Agreement shall commence on the date specified in the Schedule.Either party may terminate the Agreement subject to giving the otherwritten notice in accordance with the notice period specified in theSchedule.

2.2. This agreement shall be reviewed on a quarterly basis from thecommencement date as specified in the Schedule.

2.3. Notwithstanding anything else contained within this Agreement, we may,without prejudice to our accrued rights hereunder, summarily terminatethis Agreement at any time upon giving notice in writing to you if you:

2.3.1. are in breach of any provision hereof; or

2.3.2. fail to carry out the Services in accordance with our requirements;or

2.3.3. are guilty of gross misconduct and/or any serious or persistentnegligence in respect of your obligations.

2.4. Notwithstanding anything else contained within this Agreement, you may,without prejudice to your accrued rights hereunder, summarily terminate

this Agreement at any time upon giving notice in writing to us if we;

2.4.1. are in material breach of any provision hereof; or

2.4.2. fail to carry out the Services in accordance with your requirements;or

2.4.3. are guilty of gross misconduct and/or any serious or persistentnegligence in respect of our obligations

2.4.4. become insolvent, go into liquidation, other than for the purposes ofamalgamation or re-construction, or make any composition withour creditors.

3. Independent Contractor

Page 1 of 4


2/4


3.1. You agree and represent that you are an independent contractor and arenot, under any circumstances, to be treated as an employee of ours, nor tobe entitled to any benefits to which our employees may normally beentitled, including but not limited to cover under the Company'sEmployers' Liability Insurance Policy, during the term of this Agreement

3.2. You represent, warrant, and agree that we shall not be responsible for anytaxes, withholdings, or other deductions relating to the employment ofstaff, in connection with any payments made to you in respect of theServices rendered. You shall indemnify and hold us harmless from andagainst any such taxes, withholdings, or other deductions for which we&/or our client(s) may be determined liable in respect of such payments.

4. Fees, Invoicing, and Payment

4.1. You shall raise invoices in line with the fees and charges, specified in theSchedule.

4.2. We shall make payment in respect of such invoices as specified in the

Schedule.4.3. VAT, where applicable, will be shown separately on all invoices.

5. Reasonable Skill and Care

5.1. In performing your obligations under this Agreement, you shall ensure thatyou exercise reasonable skill and care.

6. Force Majeure

6.1. Neither party shall be responsible for non-performance in whole or in partof its obligations under this Agreement, nor under any liability to the otherparty in respect thereof, if such non-performance is due to acts of God,

war, insurrection, Government regulations, embargoes, strikes, labourdisputes, illness, flood, fire, tempest or any other cause beyond its control.

7. Waiver and Severability

7.1. Failure by either party to enforce any provision of this Agreement shall notbe construed as a waiver of any of its rights hereunder. If either partydoes waive any of its rights in relation to a breach of this Agreement, suchwaiver shall not be construed as a waiver of such rights in relation to anyother breach.

7.2. If any provision(s) of this Agreement shall be held to be invalid, illegal, orunenforceable, or shall be required to be modified, the validity, legalityand enforceability of the remaining provisions shall not be affected or

impaired thereby.

8. Variation

8.1. No amendment, modification, or waiver to this Agreement, or any of itsprovisions, shall be binding upon either party unless made in writing andsigned by both parties.

9. Confidentiality

9.1. Any Confidentiality Agreement signed between us and you will besupplementary to this Agreement and shall survive any termination or

expiration of this Agreement.

10.Governing Law

Page 2 of 4


3/4


10.1. This Agreement shall in all respects be governed by, and be construed inaccordance with, English Law.

11.Notices

11.1. All notices under this Agreement shall be in writing and shall be valid andsufficient if either personally delivered or if mailed by first class mail, postageprepaid, to the address of the addressee as given above, or such other address asthe addressee may notify to the other party in writing. Notices shall be deemedto have been given or made when actually received or, in the case of facsimile,when sent.

12.The Schedule

12.1. Service:To work as a strategic partner on agreed products and services

12.2. Start Date: 6th April 200912.3. Notice Period: 1 month.

12.4. Service Levels: As agreed from time to time. They will be driven by you and us.Please be aware that we will routinely monitor our clients, partners and teammembers to ensure they are satisfied with the level of service being provided.

12.5. Fees: As agreed from time to time

12.6. Payment: As agreed from time to time. Your fees will be paid directly into yourbank account and will be supported by a self billing invoice

12.7. Other Charges: As agreed from time to time.

12.8. Special Provisions: Both parties warrant that they will not:-

12.8.1. approach any organisation the other party introduces on a directbasis

12.8.2. accept a direct approach from any organisation the other partyintroduces

13.Signature and Acceptance

By their signature below, both parties accept and agree to be bound by theterms of this Agreement.

Signed by You

Signed:

Date: 6th April 2009

Signed by Us

Signed:

Page 3 of 4


4/4


Date: 6th April 2009

Page 4 of 4

andy partnership

Documents