1.   Purpose and Scope

The purpose of this Agreement is to clearly identify the roles and responsibilities of each party as it relates to the partnership between the Company and the Trainer. This Agreement is intended to forge a partnership between the Company and the Trainer to offer training to the assigned client base of the Company.

2.   Background

The Company is a career development and human resources consultancy that works with employers and prospective employees to ensure both parties succeed. As such, the Company is offering training to organisations to help them increase profitability using people-centred strategies. As such the Company has sought to partner with the Trainer to offer assigned training to its employer client base. The partnership between the Company and the Trainer, as is imagined, is mutually beneficial and the responsibilities are outlined hereunder.

3.   Responsibilities of the Company

The Company agrees:

3.1       to actively source new clients and assign the Trainer with relevant opportunities;

3.2       to liaise with organisations and organise each training session;

3.3       to provide feedback forms to the Trainer and the clients after each training session.

4.   Responsibilities of the Trainer

Whereby it is agreed as follows the Trainer shall undertake and provide the Services to be performed under this Agreement during the Agreement period in schedule 5, such Services to be provided using reasonable skill and care.

The Trainer agrees:

4.1   to carry out the Services in an expert and diligent manner and to provide the Trainer’s Services to the best of his/her abilities;

4.2   to the best of his/her ability, promptly and faithfully to comply with and observe all lawful and proper requests which may from time to time be given to the Trainer by the Company;

4.3   to create and provide all training material, quizzes and activities needed for the seamless execution of his/her Services.

5.   Duration

This Agreement may be modified by mutual consent of authorised officials from the Company and by the Trainer. This Agreement shall become effective upon the date hereinbefore mentioned and will remain in effect until modified or terminated by one of the parties by mutual consent. In the absence of mutual consent by the Parties to terminate the Agreement, the Agreement shall expire 365 days after it was made.

6.   Fees

6.1       Fees for the Services are outlined in the Annexed schedule.

6.2       Where necessary, VAT shall be added at the appropriate rate.

6.3       Before the Trainer receives his/her first payment, he/she shall provide true copies of his/her VAT Registration Certificate (where applicable) and Certificate of Incorporation under the Companies Acts (where applicable) and his/her bank account details.  The Company cannot (and shall not be liable to) make any payment until these documents have been provided.

7.   Feedback Forms and Payment

Subject to clause 6.3 unless specifically agreed otherwise, feedback forms from each training session shall be submitted within 72 hours of the training by the Trainer and payment made on the 25th of each month. If a feedback form is not submitted by the Trainer before the 25th of the month, the payment for that form will be made the following month.

8.   Confidentiality

8.1       The Trainer hereby agrees that during the course of his/her period under this Agreement he/she is likely to obtain knowledge of trade secrets and also other confidential information with regard to the business and financial affairs of the Company and those of the Company’s customers details of which are not in the public domain (‘Confidential Information’), and accordingly the Trainer hereby undertakes to and covenants with the Company that:

8.1.1    The Trainer shall not at any time after the Termination Date use or procure the use of the name of the Company in connection with her/ his own or any other name in any way calculated to suggest that the Trainer continues to be connected with the business of the Company or in any way hold herself/ himself out as having such connection;

8.1.2    the Trainer shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Trainer’s Services; and

8.1.3    the Trainer shall not at any time after the date of this Agreement (save as required by law) disclose or divulge to any person other than to officers or contractors of the Company whose province it is to know the same any Confidential Information and the Trainer shall use his/her best endeavours to prevent the publication or disclosure of any Confidential Information by any other person.

9.   Termination of Agreement

Either party shall have the right at any time to terminate this Agreement by not less than (2 weeks) notice in writing to the other party.  In addition, the Company shall have the right to terminate this Agreement at any time without notice noted in the event of the Trainer:

9.1       being in material or persistent breach of any of the terms of this Agreement;  

9.2       being of unsound mind;

9.3       having a bankruptcy order made against him/her or being declared bankrupt

9.4       being convicted of any criminal offence other than a minor driving offence under the Road Traffic Act or any offence liable to bring the reputation of the Trainer and/or the Company into disrepute;

9.5       persistently and willfully neglecting or becoming incapable for any reason of efficiently performing the Services; or

9.6       doing any action prejudicial to the interests of the Company or which in the opinion of the Chief Executive Officer may bring the Company into disrepute;

9.7       and the Trainer shall have no claim against the Company in respect of the termination of this agreement for any of the reasons specified pursuant to Clauses 9.1 to 9.6.

10.   Tax Liabilities

The Company and the Trainer declare and confirm that it is the intention of the parties that the Trainer shall have the status of a self-employed person and shall be responsible for all income tax liabilities and national insurance or similar contributions in respect of his/her fees and accordingly the Trainer hereby agrees to indemnify the Company in respect of any claims that may be made by the relevant authorities against the Company in respect of income tax and national insurance or similar contributions relating to the Services under this Agreement.

11.   Data Protection

The Company and the Trainer agree to comply with all applicable data protection legislation.

12.   Notices

All notices shall be in writing and shall be deemed to have been duly given when delivered by hand, posted by post or sent by email to the intended recipient at the address and/or fax number stated in this Agreement or to such other address or fax number as that party may specify to the other in writing. Notices sent by email shall be deemed received on the date of delivery. Notices given by the Company shall be deemed properly served on the date of delivery to the Trainer.

13.   No Employment

Nothing in this Agreement shall render or be deemed to render the Trainer an employee or agent of the Company. This Agreement does not create any mutuality of obligation between the Trainer and the Company.

14.   Entire Agreement

This Agreement contains the entire agreement and understanding of the parties relating to the subject matter of this Agreement and extinguishes all previous agreements between the parties relating to the subject matter hereof.

15.   Force Majeure

15.1     If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;

15.2     For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:

15.2.1     acts of God;

15.2.2     riot, invasion, war or preparation for war;

15.2.3     major documented damage as it relates to a fire, explosion, storm, flood, earthquake, subsidence, epidemic, mandatory quarantine resulting from a pandemic, bad weather or another natural physical disaster;

15.2.4    government requests brought about for political reasons or not;

15.2.5    cyber-security attack.

16.   Survival of Causes of Action

The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.

17.   Severability

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.

18.   Waiver

18.1     Failure of any party to insist upon strict performance of any provision of this Agreement or the failure of any party to exercise any right or remedy to which the Trainer is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Agreement.

18.2    No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such and signed by all the parties to this Agreement.

19.   Communications

Any communication to be given pursuant to the terms of this Agreement shall be in writing and shall be delivered by hand or sent by post to the address of the addressee as set out in this Agreement or such other address as the addressee may from time to time have notified for the purpose of this Clause; or sent by email transmission to the addressee’s email address as from time to time notified in writing.

20.   Arbitration

Any claims or disputes arising with regards to any aspect of this Agreement shall be settled through mutual consultations and agreement by the parties of this Agreement and should there be no settlement by mutual Agreement, the parties hereby agree to binding arbitration in the island of Barbados.

21.  Law and Jurisdiction

This Agreement is governed by the laws of Barbados and the parties submit to the jurisdiction of the Courts of Barbados.

The Schedule

The below demonstrates the breakdown of the payment schedule for Trainers. Trainers receive a percentage of the total fees for each training session conducted. The total fees include the base price plus any additional earnings for that package. 

PACKAGES	GROWTH	YIELD	EXECUTION
BASE PRICE	BDS$400	BDS$1800	BDS$3500
PAYMENT PERCENTAGE OF TOTAL FEES (THE COMPANY)	50%	50%	50%
PAYMENT PERCENTAGE OF TOTAL FEES (THE TRAINER)	50%	50% DIVIDED BY 3	50% DIVIDED BY 5

IN WITNESS WHEREOF the hands of the Parties hereto or their duly authorised representatives the day and year first above written.