Terms of Service / Service Agreement
Fractional Sales Director / Fractional Sales Person Services

1. Introduction
These Terms of Service apply to the provision of fractional sales director and or fractional sales person services by the Service Provider to business clients. They set out the basis on which services will be delivered and are intended to be customised for each client engagement.
2. Parties
The Service Provider: [Inteletis Ltd. 27 Furnival Street London EC4A 1JQ co reg. 4053535 VAT no. 869926550].
The Client: __________
3. Scope of Services
The Service Provider will deliver fractional sales director services as agreed in writing with the Client. Services may include sales strategy, sales management, pipeline development, mentoring, performance oversight and related commercial support. The specific scope and deliverables will be set out in a separate Schedule or Proposal.
4. Term
The Agreement will begin on the Start Date and continue until terminated in line with these terms or as stated in the Proposal or Schedule.
5. Fees and Payment
Fees will be set out in the Proposal or Schedule. Unless otherwise stated:
• Fees are exclusive of VAT.
• Invoices are payable within 14 days of issue.
• Late payments may incur interest at the statutory rate.
• Expenses agreed in advance will be recharged at cost.
6. Client Responsibilities
The Client will provide timely access to personnel, information and systems required for the Service Provider to carry out the services. The Client will ensure the accuracy of all data and information supplied.
7. Performance and Delivery
The Service Provider will use reasonable skill and care in delivering the services. The Client acknowledges that outcomes cannot be guaranteed. The Service Provider does not act as an employee of the Client.
8. Confidentiality
Both parties will keep confidential all information received from the other that is identified as confidential or would reasonably be understood to be confidential. This obligation continues after termination.
9. Data Protection
Each party will comply with UK data protection legislation. Where the Service Provider processes personal data on behalf of the Client, a separate data processing agreement may be required.
10. Intellectual Property
Any pre existing intellectual property remains the property of its owner. Intellectual property created for the Client during the engagement will be assigned to the Client on receipt of full payment unless otherwise agreed.
11. Liability
The Service Provider will not be liable for indirect or consequential losses. Liability is limited to the amount paid by the Client in the 12 months before the claim unless prohibited by law. Nothing limits liability for death or personal injury caused by negligence or for fraud.
12. Insurance
The Service Provider will maintain appropriate professional indemnity insurance and provide evidence on request.
13. Termination
Either party may terminate by giving 90 days written notice. Either party may terminate immediately if the other materially breaches the Agreement or becomes insolvent. The Client must pay for all services delivered up to the termination date.
14. Non Solicitation
During the engagement and for twelve months afterwards, the Client will not solicit or employ the Service Provider’s personnel without prior written consent. Doing so will attract a fee of 20% plus VAT of the compensation offered.
15. Governing Law and Jurisdiction
This Agreement is governed by the laws of England and Wales. Disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.
16. General
Variations must be in writing and agreed by both parties. If any part of this Agreement is held invalid, the remaining terms remain in force.