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Service Agreement - Red Virtual Office Ltd

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This agreement is made between:

(1) RED VIRTUAL OFFICE LIMITED a company incorporated in England and Wales whose registered number is 5546248 and whose registered office is at GEMINI HOUSE, 136-140 OLD SHOREHAM ROAD, HOVE, BN3 7BD ('RED'); and you the Customer (“Customer” or “Customers”), as an authorised user of our services, and governs the terms and conditions of your use of our services.

BACKGROUND

(A) RED is an experienced provider of telephone answering and PA services

(B) Customer wishes to appoint RED to provide telephone answering and PA services for the benefit of its clients

(C) It is hereby agreed that as the holding company of Red Virtual Office Ltd you authorise and approve Call Solution Ltd trading as CSnotepad, Red Virtual Office Ltd and Live Web Chat Ltd to share freely between them all of your records, data and information (including payment information) in accordance with the provisions set out in this Agreement.

1. Definitions and interpretation
All relevant definitions and interpretations are set out in Appendix One to this Agreement.

2. Duration
2.1 This Agreement commences and takes effect from the Start Date and shall continue until terminated in accordance with this Agreement.

3. Services
3.1 RED shall provide the Services in accordance with the terms of this Agreement.

4. Fees
4.1 The Fees to be paid by the Customer under this Agreement are set out in the Fees Schedule.
4.2 All Fees due under this Agreement are exclusive of VAT which shall be paid in addition by Customer at the rate and in the manner prescribed by law.

5. Invoicing and payment
5.1 RED shall invoice Customer electronically to the email address notified by Customer in writing to RED for the Fees.
5.2 Customer shall pay the Fees in full without set-off or counterclaim within 7 days from the date of invoice or on the due date for payment specified in the Fees Schedule if earlier.

6. Interest
6.1 Where sums due are not paid in full by the due date, RED may, without limiting its other rights, charge interest on such sums at the Late Payment of Commercial Debts rate.
6.2 Interest will apply from the due date for payment until actual payment in full, whether before or after judgment.

7. RED’s obligations
7.1 Customer appoints RED to supply the Services and RED agrees to provide those Services in accordance with this Agreement. RED shall provide the Services:

7.1.1 so as to meet or exceed any agreed service standards;
7.1.2 in accordance with Good Industry Practice;
7.1.3 in compliance with such Customer Policies agreed by RED from time to time as are relevant to RED’s provision of the Services(provided that RED shall not be obliged to comply with changes to Customer Policies which are more onerous than those in effect at the Start Date where those Policies have the effect of materially altering RED’s obligations under this Agreement or necessarily result in material expense to RED);

8. Customer obligations
8.1 Customer shall provide or procure for RED and/or RED Personnel reasonable access to relevant information, instructions and assistance, including reasonable access to and cooperation by Customer personnel as reasonably necessary for RED to perform its obligations under this Agreement.

In particular, the Customer shall arrange with their telephone services provider to divert calls from its normal telephone to the number provided for the purpose of this service by RED. RED is not responsible for ensuring this divert facility is active. RED shall not be liable for any failure to the extent that RED is prevented from performing its obligations under this Agreement as a result of a breach by Customer of any of its obligations under this Agreement.

9. Limits on liability
9.1 In no event shall the aggregate liability of RED (whether in contract, tort (including negligence) or otherwise) and in respect of all claims, losses and damages arising under or in connection with this Agreement exceed 20% of the total Fees paid to RED under this Agreement during the 12 month period before the date on which the loss or damage giving rise the claim arose.
9.2 The above limit on liability shall not apply in respect liability for breach of clause 14 (Confidential Information).
9.3 In no circumstances shall a party’s liability to the other in contract, tort (including negligence), misrepresentation (whether innocent or negligent), breach of statutory duty or otherwise arising under or in connection with this Agreement extend to any:

9.3.1 loss of profits;
9.3.2 loss of business opportunity;
9.3.3 loss of goodwill;
9.3.4 loss of data;
9.3.5 loss of anticipated savings; or
9.3.6 any special, indirect or consequential loss or damage whatsoever.

9.4 Notwithstanding the limitations and exclusions of liability set out in this Agreement, neither party excludes or limits any liability for:

9.4.1 personal injury (including sickness and death) to the extent that such injury results from the negligence or wilful default of a party or its employees; or
9.4.2 fraud or fraudulent misrepresentation; or
9.4.3 any breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
9.4.4 any other liability to the extent the same cannot be excluded or limited by law.

9.5 The parties agree that the limitations on liability in this Agreement are reasonable given their respective commercial positions and ability to purchase relevant insurance in respect of risks under this Agreement.

10. Insurance
10.1 RED must for the duration of this Agreement maintain appropriate insurance cover with a reputable insurance company against all relevant liabilities and indemnities that may arise under this Agreement, and will provide to Customer upon request sufficient evidence of such insurance cover.

11. Force Majeure
11.1 A party will not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:

11.1.1 promptly notifies the other of the Force Majeure event and its expected duration, and
11.1.2 uses reasonable endeavours to minimise the effects of that event.

11.2 If, due to Force Majeure, a party:

11.2.1 is unable to perform a material obligation, or
11.2.2 is delayed in or prevented from performing its obligations for a continuous period of more than 90 days, the other party may, within a further ten days terminate this Agreement on notice; otherwise this Agreement shall continue in full force and effect.

12. Data Protection
12.1 In this Agreement, 'personal data', 'data', 'data subject' and 'processing' have the meanings given to them in the Data Protection Act 1998 unless otherwise stated.
12.2 Each party must comply with all Data Protection Laws that apply to it in relation to any personal data processed in connection with this Agreement ('Protected Data').
12.3 Without prejudice to the generality of the above clause, in respect of Protected Data disclosed to RED in connection with this Agreement , RED must ensure that, where it processes such Protected Data as a data processor on behalf of Customer as data controller (and without limitation to any other confidentiality or other restrictions on its use of information), it:

12.3.1 only processes the Protected Data for purposes notified to it by Customer consistent with the terms of this Agreement and/or the relevant data subjects; and
12.3.2 maintains appropriate technical and organisational measures (including appropriate policies communicated to employees, management and review of ongoing compliance and effective security measures):

(a) to prevent any unauthorised or unlawful processing of the Protected Data; and
(b) to guard against accidental loss or destruction of, or damage to, the Protected Data.

13. Information security
13.1 RED shall take reasonable and prudent measures in accordance with Good Industry Practice to safeguard the security of the Customer Data in its possession.
13.2 To the extent that any Customer Data are lost or damaged due to any act or omission of RED, RED shall take such steps to restore the relevant Customer Data as commercially reasonable in the circumstances. For this purpose, Customer shall provide RED with back-ups of the lost or damaged Customer Data. This shall be Customer’s sole remedy for such loss or damage.

14. Confidential Information
14.1 Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not without the prior written consent of the other use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under this Agreement.
14.2 Each party undertakes to:

14.2.1 disclose the other party’s Confidential Information only to those of its officers, employees, agents and contractors (including RED Personnel) to whom and to the extent to which such disclosure is necessary for the purposes contemplated under this Agreement; and
14.2.2 to procure that such persons are made aware of and agree in writing to observe the obligations in this clause.

14.3 Each party shall give notice to the other of any unauthorised misuse, disclosure, theft or loss of the other party’s Confidential Information immediately upon becoming aware of the same.

14.4 The provisions of this clause shall not apply to information which:

14.4.1 is or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors;
14.4.2 is lawfully received by the recipient from a third party free of any obligation of confidence at the time of its disclosure;
14.4.3 is independently developed by the recipient, without access to or use of such information; or
14.4.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the relevant party, where possible, notifies the other party at the earliest opportunity before making any disclosure.

14.5 The obligations under this clause shall survive the variation, expiry or termination of this Agreement for a period of 6 years thereafter.

15. Anti-bribery
15.1 Each party shall comply with applicable Bribery Laws and each shall use reasonable endeavours to ensure that:

15.1.1 all of that party’s personnel;
15.1.2 all of that party’s subcontractors; and
15.1.3 all others associated with that party, involved in performing services for or on behalf of that party or otherwise involved with this Agreement so comply.

15.2 Without limitation to the above sub clause:

15.2.1 neither party shall offer or give or request, agree to receive or accept any bribe, other improper payment or advantage or bribe any public official in breach of applicable Bribery Laws; and
15.2.2 each party shall implement, maintain and enforce adequate procedures designed to prevent persons associated with that party engaging in conduct which contravenes the Bribery Act 2010.

16. Termination
16.1 Either party may without prejudice to its other rights and remedies by notice in writing to the other party immediately terminate this Agreement if the other:

16.1.1 is in material or persistent breach of any of its obligations under this Agreement and if that breach is capable of remedy and the other has failed to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
16.1.2 either party has reason to believe that the other is using any aspect of the service for illegal or fraudulent purposes
16.1.3 is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction.

16.2 Either party shall be entitled to terminate this Agreement for convenience on not less than one calendar months’ written notice to the other.

16.3 In the event of termination or expiry of this Agreement, each party shall:

16.3.1 within seven days of such termination return (or, at the other party’s option, destroy) all Confidential Information in its possession or under its control and all copies of such information; and
16.3.2 return the property, materials and data of the other party within such timeframe as agreed or otherwise promptly.

16.4 In the event of termination or expiry of this Agreement, RED will provide reasonable cooperation and assistance to Customer during any agreed handover period (‘Exit Assistance’). Customer shall pay RED’s reasonable pre-agreed actual costs of providing Exit Assistance.

16.5 Termination of this Agreement for whatever reason shall not operate to affect any provisions that expressly or by implication survive termination.

17. Personnel
17.1 RED shall ensure that it has sufficient, suitable, experienced and appropriately qualified RED Personnel to perform this Agreement.
17.2 RED Personnel shall at all times remain the employees or subcontractors of RED and shall remain under the overall control of RED. RED and Customer acknowledge and agree that RED Personnel are not employees of Customer, nor shall anything in this Agreement deem them employees of Customer.
17.3 Until the termination of this Agreement, RED shall be fully responsible for, and shall indemnify Customer for and in respect of all Employment Costs relating to RED Personnel.
17.4 RED shall replace, as soon as reasonably practicable, any RED Personnel designated to perform this Agreement who leaves RED’s employment or engagement or who is unable or unwilling to perform RED’s obligations under this Agreement.
17.5 The parties agree that if there is a 'relevant transfer' for the purpose of the Transfer Regulations, the provisions specified in the TUPE Schedule (if any) shall apply, otherwise the following provisions will apply (notwithstanding that the parties do not intend for the Transfer Regulations to apply to this Agreement or its termination or expiry), provided that in any case where the Transfer Regulations do apply each party will comply with their respective obligations under them:

17.5.1 If any Customer employee or personnel transfer or claim that their employment or engagement (or any related liability) transfers to RED or any subcontractor under the Transfer Regulations or otherwise as a result of RED providing the Services ('Customer Transfer Event'), the parties will in good faith attempt to agree how those employees or personnel and/or that liability should be dealt with, provided that, if agreement is not reached within 30 days after RED has notified Customer of the Customer Transfer Event, RED may dismiss any such employee or personnel.
17.5.2 Customer will indemnify and keep indemnified RED from all Employment Liabilities which RED may incur as a result of the Transfer Regulations applying or being alleged to apply including any Employment Liabilities arising out of or in connection with any dismissal permitted by the previous sub clause.
17.5.3 If any RED employee or personnel transfers or claims that their employment or engagement (or any related liability) transfers to Customer or any Replacement (as applicable) as a result of the termination of the Services (or any part) for any reason ('RED Transfer Event'), the parties will in good faith attempt to agree how those employees or personnel and/or that liability should be dealt with, provided that, if agreement is not reached within 30 days after Customer has notified RED of the RED Transfer Event, Customer may dismiss any such employee or personnel.
17.5.4 RED will indemnify and keep indemnified Customer (for Customer's benefit and that of any Replacement RED) from all Employment Liabilities which Customer or any Replacement RED may incur as a result of the Transfer Regulations applying or being alleged to apply including Employment Liabilities arising out of or in connection with any dismissal permitted by the previous sub clause.

18. Non-Solicitation
18.1 Except as otherwise expressly agreed between the parties in writing, neither party during the term of the Agreement and for a period of 12 months after its expiry or termination, directly, by or through itself, its affiliate, its agent or otherwise, whether for its own benefit or for the benefit of any other person may solicit or induce, or endeavour to solicit or induce any Restricted Employee of the other party; or
18.2 employ or engage or offer to employ or engage a Restricted Employee of the other party without the written consent of the other party save that either party may employ or engage any Restricted Employee of the other party who has responded directly to a bona fide recruitment drive, either through an agency or advertisement in the press and not directly or indirectly as a result of any solicitation or inducement by the other party.

19. Dispute resolution
19.1 If there is a dispute between the parties in relation to any matter under this Agreement, the parties’ respective Authorised Contacts shall meet to try to resolve any such dispute and if they fail to do so within a reasonable time but not more than 14 days the matter in dispute shall be referred to a senior manager of RED and Customer respectively, for them to try to resolve the matter in dispute, failing which the provisions of clause 25 (Governing law and jurisdiction) shall apply.

20. Record keeping and reporting
20.1 RED shall maintain appropriate records of any matters relevant to the performance of its obligations under this Agreement in such format and for such period as the parties agree in writing.
20.2 RED shall implement a regular and continuing assessment of its provision of Services (with reference to quality and Service Standards and generally) and shall prepare and submit to Customer reports in such format and at such intervals as the parties agree in writing.

21. Audit and inspection
21.1 RED will allow Customer and/or its agents and regulator to access, inspect and audit RED's records, accounts and other relevant information and premises (including allowing copying of documents):

21.1.1 during normal business hours on Business Days and subject to a minimum of seven Business Days’ notice; and
21.1.2 not more often than two times in any rolling 12-month period, to the extent this is reasonably required for the purpose of verifying the Fees or RED’s compliance with its other obligations under this Agreement.

22. Entire agreement
22.1 This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in this Agreement. Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

23. Notices
23.1 Notices under this Agreement must be in writing and sent to the other party at the address specified at the beginning of the Agreement. Notices may be given, and will be deemed received if correctly addressed:

23.1.1 by first-class post: two Business Days after posting;
23.1.2 by airmail: seven Business Days after posting;
23.1.3 by hand: on delivery;
23.1.4 by facsimile: on receipt of a successful transmission report from the correct number; and
23.1.5 by email: on receipt of a read return mail from the correct address within 24 hours from delivery if no notice of delivery failure is received.

24. General
24.1 The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
24.2 For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any right or remedy of such a person that exists or is available apart from that Act.
24.3 No party may assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the other’s prior written consent.
24.4 No amendment or variation of this Agreement will be valid unless agreed in writing by an authorised signatory of each party.
24.5 If any clause in this Agreement (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible.
24.6 Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
24.7 All payments under this Agreement will be made without set-off or counterclaim, free and clear of and without deduction of any taxes, levies, duties, charges and withholdings of any kind now or in future imposed in any jurisdiction.
24.8 We reserve the right to terminate a call if the caller is abusive or proper communication is not possible.
24.9 We reserve the right to make changes to any telephone number/s provided to a customer as part of their service with us, including but not by way of limitation, cancelling the number and issuing a replacement, and/or changing/transferring ownership of the number to an alternative telecoms provider.

25. Governing law and jurisdiction
25.1 This Agreement is governed by the law of England and Wales. All disputes under this Agreement not otherwise resolved by the parties in accordance with the process set out in clause 19 (Dispute resolution) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

26. Execution of this Agreement
26.1 The parties hereby enter into this Agreement by executing the attestation and signature set out at the end of the Schedules to this Agreement.

Services Schedule

1. RED will provide personnel to answer incoming telephone calls in the name of the client’s company as detailed on the booking form unless instructed otherwise.

2. A message will be taken wherever a caller wishes and that message will be logged on RED’s Message Management system. The message will include: 1) The name of the caller 2) their company name 3) their telephone number, plus 4) a basic message.

3. All messages will be held until the client requests delivery of them unless it has been agreed that messages will be relayed upon receipt.

4. The client may have the messages relayed in written form by way of either Email or SMS transmission.

5. Where requested, RED will use its discretion to assess whether a message is urgent or important and relay the same via SMS to a designated mobile telephone.

6. RED personnel will answer incoming calls between the hours of 8.30am and 6.00pm Monday to Friday on Business Days. Outside of these hours calls will be answered by a voicemail system. RED will transpose any such messages on behalf of the client and include them in the log of all messages provided on the next working day unless agreed otherwise.

7. Where the Customer opts for the Out of Hours Service - the Customer is aware that the personnel that answer the calls during the week will not be the same people that answer calls Out of Hours.

8. Call Patching - RED is not responsible for the reliability of calls patched through to mobile phones in particular. RED will attempt to patch callers through to up to TWO numbers and no more before taking a normal message from the caller or levying a reasonable surcharge should further patch attempts be required.

9. RED is happy to take extended messages including credit card details and the processing of other data at the request of the client conditional on a surcharge for each such extended message. If it is felt necessary to make such a charge RED will not do so without first agreeing a specific rate with the client.

Fees Schedule

1. You are charged a monthly fee as well as a charge for each call received on your behalf, at the rate applicable to your call plan, which has been pre agreed via telephone and/or email. You will also be charged for any additional services that you subscribe to, including but not by way of limitation, SMS’ and call patching. You will be liable for all calls that agents receive on your behalf and which you are subsequently invoiced for (duplicate invoices are charged at 1 call credit each). Changes to your account which occur after the initial set up of your service and/or any additional training required is charged at £36 per hour in increments of 1 hour. Minor changes to your service will be charged at a discretionary rate equivalent to the cost of one call credit.

Please note: We reserve the right to increase prices annually in line with increase to the RPI (Retail Price Index). In instances where it is necessary to increase prices in excess of RPI customers will be given 21-days' notice in writing. If you have call patching you are charged a flat rate of 8.15p per minute (or 16.3p per call) of your plan. If we supply you with a geographic telephone number you are charged geographic call minutes at a flat rate of 7.85p per minute (or 15.7p per call) of your plan. A minimum monthly call patching and/or geographic call minute charge of £4.28 + VAT per calendar month applies to all customers who have call patching or a geographic (01/02/07/08) number included as part of their service. A minimum charge of 1 minute per call applies to all customers on our Pay As You Go (PAYG) telephone answering call plan. SMS notifications are charged at a flat rate of 16p per SMS, with a minimum of 1 SMS applied to each call included within a call plan. Customers who opt for an inclusive out of hours voicemail to email service will have 5% of their active monthly call minutes automatically added to their call plan, in order to cover the listening and processing of voicemails. An additional 1.5% will be added per bank holiday.

2. Calls outside of our core hours (our core hours are Monday to Friday 8.30am to 6pm) will go through to a personalised voicemail or our out of hours team. You are charged a call credit for each voicemail that is emailed to you. All calls answered out of hours are chargeable, as are all calls received for customers on discounted or Pay As You Go (PAYG) call plans answered inside or outside of our core hours.

3. Unless agreed otherwise, call plans that are billed per call rather than per minute operate a fair usage policy whereby every call answered on your behalf which exceeds 3 minutes (4 minutes 30 seconds if on an order taking script) will be charged an additional call credit per 3-minute increment.

4. We reserve the right to automatically move customers to the most appropriate call plan at the beginning of each month, based on the previous months use, and immediately invoice for any increased cost associated with the new call plan. Customers will be notified via email and/or telephone when this has occurred and have the right to cancel this change at any point during the following 21 days.

5. All sums to be paid by Direct Debit, Credit Card or Debit Card (unless exceptionally agreed in writing).

Appendix ONE: Definitions and Interpretation

Definitions

Authorised Contact	means the respective Account Manager appointed by the Customer and RED from time to time;
Bribery Laws	means the Bribery Act 2010 ;
Business Day	means a day (other than a Saturday or Sunday or public holiday) on which banks are generally open;
Change	means any material change to the Services and/or this Agreement that is not purely operational in nature;
Confidential Information	means any and all confidential information, (whether in oral, written or electronic form) including technical or other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other’s business, finance or technology, know-how, Intellectual Property Rights, assets, strategy, products and customers, including without limitation information relating to management, financial, marketing, technical and other arrangements or operations of any person, firm or organisation associated with that party;
Customer Data	means all data, information, and other materials in any form (including derivatives) relating to Customer (and/or its customers) and which may be accessed, generated, collected, stored or transmitted by RED (or any RED contractor) in the course of the performance of the Services;
Customer Materials	means any Customer Policies, Customer Software, Customer Data, calculations, algorithms, methods, information and other materials created or supplied by Customer;
Customer Policies	means the following Customer policies: list Customer Policies that will apply to RED in the performance of its obligations and where these can be located, as updated from time to time by the written agreement of the parties;
Data Protection Laws	means the Data Protection Act 1998 and all other applicable legislation implementing European Community Directives 95/46, 2002/58 and 2009/136, and any subsequent European Union legislation in relation to the protection of personal data;
Employment Costs	means all costs related to the employment of the RED Personnel, including salary, wages, non-cash benefits, commissions, allowances, bonuses, PAYE payments, national insurance contributions, pension contributions, holiday, sickness, maternity or paternity pay or expenses;
Employment Liabilities	means all claims, losses, costs, liabilities, demands, actions, fines, penalties, awards or expenses relating the employment or engagement of a person (including decisions not to engage or dismissal), including for redundancy, discrimination, unfair, wrongful or constructive dismissal (including legal costs on an indemnity basis);
Fees	means the fees and other amounts payable under this Agreement for the Services as set out in the Fees Schedule;
Force Majeure	means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including war, revolution, terrorism, riot or civil commotion; strikes, lock outs or other industrial action, whether of the affected party’s own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire; flood, natural disaster, or adverse weather conditions. Force Majeure does not include, without limitation, inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of this Agreement unattractive to a party or events that could have been avoided or mitigated by RED complying with its business continuity obligations under this Agreement (if any);
Good Industry Practice	means the exercise of that degree of care, diligence and skill which would reasonably and ordinarily be expected from a skilled, professional and experienced person engaged in the same type of undertaking under the same or similar circumstances;
Retail Prices Index or RPI	means the All Items Retail Prices Index as published by the Office for UK Office for National Statistics;
Restricted Employee	means a person employed or engaged for a continuous period of three months, or a person previously employed or previously engaged (provided that they had been employed or engaged for a continuous period of three months prior to the date on which their employment or engagement ceased), and such employment or engagement has ceased to exist for a continuous period of less than six months, who: (i) was employed or engaged in the provision of the Services ; or (ii) who had material contact with the other party with respect to such Services;
Service Standards	means any agreed standards of performance to which the Services are to be performed
Services	means the services detailed in the Services Schedule;
RED Personnel	means an employee, consultant or subcontractor of RED tasked with undertaking duties in connection with this Agreement;
Transfer Regulations	means the Transfer of Undertakings (Protection of Employment) Regulations 2006 and equivalent laws in other relevant jurisdictions;
TUPE Schedule	The Schedule to this Agreement headed “TUPE Schedule”
VAT	means: (i) value added tax as defined in the Value Added Tax Act 1994; and (ii) any similar tax in any other jurisdiction
Year	means each successive period of 12 months beginning on the Start Date.

Interpretation

In this Agreement, unless the context otherwise requires:

the singular includes the plural and vice versa;
references to sub-clauses or clauses or Schedules are to sub-clauses or clauses or Schedules of this Agreement, and references to paragraphs are to paragraphs in a Schedule
references to persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality);
‘including’ (or similar words) means including without limitation;
clause headings do not affect their interpretation; and
references to legislation (including any subsidiary legislation) include any modification or re-enactment thereof

Attestation and Signature

Agreed by the parties through their duly authorised representatives

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Signed by Call Solution Ltd (CSnotepad)
Signed On: May 3, 2023

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May 2, 2023 5:13 pm BST

Service Agreement - Red Virtual Office Ltd Uploaded by Call Solution Ltd (CSnotepad) - documents@csnotepad.co.uk IP 80.41.38.146