The Consultant: / [insert name and address details (and company number, if appropriate)]
Date: / [insert date when signed by the second party to sign (which should be the British Council)]
This Agreement is made on the date set out above subject to the terms set out in the schedules listed below which both the British Council and the Consultant undertake to observe in the performance of this Agreement.
The Consultant shall supply to the British Council, and the British Council shall acquire and pay for, the services and the related goods (if any) described in Schedule 1 and/or Schedule 2 on the terms of this Agreement.
Schedule 1 / Special TermsSchedule 2 / Terms of Reference
Schedule 3 / Charges
Schedule 4 / Standard Terms
This Agreement shall only become binding on the British Council upon its signature by an authorised signatory of the British Council subsequent to signature by or on behalf of the Consultant.
IN WITNESS whereof the parties or their duly authorised representatives have entered into this Agreement on the date set out above
.
Signed by the duly authorised representative of THE BRITISH COUNCIL
Name: / Cathy Graham / Signature:Position: / Director of Music, Arts Group
Signed by the duly authorised representative of [insert name of Consultant]
Name: / Signature:Position:
Schedule 1
Special Terms
Terms defined in this Schedule 1 shall have the same meanings when used throughout this Agreement.
In the event of any conflict between the terms set out in the various Schedules, the Schedules shall prevail in the order in which they appear in the Agreement.
For the purposes of the Project and the provision of the Services and any Goods, the terms of this Agreement shall prevail over any other terms and conditions issued by the British Council (whether on a purchase order or otherwise).
1 Commencement Date and Term
1.1 This Agreement shall come into force on 1 April 2018 (the “Commencement Date”) and, subject to paragraph 1.2 below, shall continue in full force and effect until 31 March 2020 (the “Term”).
1.2 Notwithstanding anything to the contrary elsewhere in this Agreement, the British Council shall be entitled to terminate this Agreement by serving not less than 30 days’ written notice on the Consultant.
2 Locations
2.1 The Consultant can be based anywhere in the world to provide the Services but will occasionally be required to travel to Moscow, Russia and such other locations as may be agreed between the parties in writing from time to time (the “Location(s)”).
3 Service of notices
3.1 For the purposes of clause 32 of Schedule 4 (Notice), notices are to be sent to the following addresses:
To the British Council / To the ConsultantThe British Council
10 Spring Gardens
London
SW1A 2BN
Cathy Graham, Director Music, Arts Group / [Insert address]
[insert name and job title]
4 Insurance Requirements
4.1 The Consultant shall take out and maintain during the Term with a reputable insurance company the following cover types with the following indemnity limits:
Insurance Cover Indemnity Limit
Public liability £1,000,000 per occurrence and in the aggregate (annual total of all losses)
Professional indemnity £1,000,000 per occurrence and in the aggregate (annual total of all losses)
Medical and travel £ [the value of the current medical and travel insurance of the bidder to be stated]
or such other insurance cover types and indemnity limits as may be agreed between the parties in writing from time to time.
5 Working Hours
5.1 For the purposes of this Agreement “Working Hours” and “Working Days” shall mean 9 a.m. to 5 p.m. local time Monday to Friday.
Terms of Reference
Nature of consultancy: The British Council wishes to engage a Consultant Programme Director to lead the delivery team for the UK-Russia Year of Music 2019 (the Year)
Duration of consultancy: 150 days between 1 April 2018 and 31 March 2020. Within the duration of the Agreement additional days (maximum of 15 days) can be added at the agreed day rate with a prior written agreement between the Director of the British Council in Russia and the Consultant.
Contractual requirements:
The consultant is responsible for
· delivering a high-impact programme of activity to deliver the agreed objectives for the UK-Russia Year of Music 2019;
· working in close collaboration with the British Council’s Music team in London and Russia team in Moscow;
· bringing focus, pace and scale to planning for the Year; delivering the Year within the agreed timelines and budget;
· building and maintaining effective working relationships with key UK stakeholders in Moscow, notably the Foreign and Commonwealth Office, Department for International Trade and VisitBritain;
· ensuring that the Year is supported by effective marketing and communications and evaluation strategies;
· managing contacts with artists, companies and other partner organisations taking part or wishing to take part in the Year;
· producing interim and final reports as agreed
The Consultant will be accountable for the programme to Director Russia, British Council, with whom s/he will agree a detailed work plan with clear milestones.
The consultant should have the following essential skills and experience:
· wide-ranging familiarity with the music scene in Russia;
· evidence of professional engagement with the music sector in the UK;
· evidence of professional project/programme management, including management of significant budgets, and design/delivery of marketing and communications and evaluation strategies; evidence of fundraising would be desirable
· evidence of collaborative working across multiple sites/organisations;
· evidence of senior stakeholder management in the cultural sector;
· fluent written and spoken English - knowledge of Russian is desirable but not essential.
Schedule 3
Charges
The Charges for the Services and/or Goods will be [amount in GBP] which will be paid quarterly in line with the following payment schedule:
· April – June 2018: to be paid before 31 July 2018
· July – September 2018: to be paid before 30 October 2018
· October –December 2018: to be paid before 31 January 2019
· January – March 2019: to be paid before 30 April 2019
· April – June 2019: to be paid before 31 July 2019
· July – September 2019: to be paid before 30 October 2019
· October – December 2019: to be paid before 31 January 2020
· January – March 2020: to be paid before 30 April 2020
All payments are subject to accomplished work plan for the respective period, which is confirmed by the Director of the British Council in Russia.
The British Council will provide the Consultant with the PO number(s) for each instalment at the beginning of the agreement.
The number of days for the provision of this consultancy is 150 days. Within the duration of the Agreement additional days (maximum of 15 days) can be added at the agreed day rate with a prior written agreement between the British Council and the Consultant.
The Charges set out above are an all-inclusive fee except for those additional expenses specifically referred to below, and cover all preparation, report writing and all other work, which is carried out in accordance with the agreed work plan.
It is expected that the Consultant will meet all costs and expenses necessary to provide the Services under this Agreement, including, but not restricted to: the costs of salaries, bonuses, superannuation medical and travel insurance, insurance for personal possessions or of any fees payable to personnel employed, or engaged by the Consultant. The Charges are also deemed to cover the cost of personal equipment, non-Working Days and all other costs including clothing, passports and vaccinations, overheads and expenses of whatsoever nature that may be incurred except those otherwise specifically provided for in this Agreement.
In addition to the Charges the British Council will reimburse the Consultant for the following expenses incurred as a direct consequence of the engagement, subject to such expenses being agreed with the British Council separately in advance:
· Sums equivalent to the cost of subsistence allowance to cover meals during the required visit(s) to Moscow. Breakfast is included at the hotel price. If not, actual costs (copy of the receipt must be provided) can be claimed up to a ceiling of 250 RBS. Where lunch and dinner is not provided by the British Council, subsistence allowance can be claimed up to a maximum of 500 RBS for lunch and 1750 RBS for dinner costs (copy of the receipt must be provided).
· Sums equivalent to a travel allowance to cover cost of getting to and from the UK airport by public transport. Travel by rail should be standard economy call. All claims must be supported by receipt.
· Taxis can only be reimbursed if no public transport is available or there is a reasonable case for taxi travel (i.e. oversized equipment / luggage) but should be agreed in advance/ if driving to the airport mileage is paid at the rate of 40p a mile for first 10,000 miles, thereafter 22.5p a mile.
· The cost of getting to and from the airport in Moscow (where not arranged by the British Council). All such claims must be supported by receipt.
· The cost of international flights to Moscow for the required visit(s), based on the rate of up to GBP400 per return Economy flight from the Consultant’s full time place of residence, place of work or the UK. All flights must be in economy class. All claims must be supported by receipt
The British Council will also arrange and purchase a multi-entry visa for the Consultant to the Russian Federation for the duration of the Agreement.
The British Council will, if necessary, arrange and book a hotel room for the Consultant during the required visit(s) to Moscow. This will be at a hotel (with a rating of at least 4 stars given by the relevant national tourist board) from the locally approved provider list with. The British Council will reimburse the cost of the hotel room to the Consultant. All claims must be supported by receipt.
The British Council may also reimburse the Consultant for other expenses incurred as a direct consequence of the engagement, subject to such expenses being agreed with the British Council separately in advance and supported by receipt(s).
The Charges and allowances for the Consultant will be reimbursed by the British Council and are fixed for the duration of the Agreement.
Standard Terms
1 Interpretation
1.1 In this Agreement:
“Background IPR” means any Intellectual Property Rights (other than Project IPR) belonging to either party before the Commencement Date or not created in the course of or in connection with the Project;
“British Council Entities” means the subsidiary companies and other organisations Controlled by the British Council from time to time, and any organisation which Controls the British Council (the “Controlling Entity”) as well as any other organisations Controlled by the Controlling Entity from time to time;
“British Council’s Manager” means the British Council’s manager for the Services appointed in accordance with clause 3.1.1 of these Standard Terms;
“British Council Requirements” means the instructions, requirements, policies, codes of conduct, guidelines, forms and other documents notified to the Consultant in writing or set out on the British Council’s website at http://www.britishcouncil.org/new/about-us/jobs/folder_jobs/register-as-a-consultant/policies-for-consultants-and-associates/ or such other web address as may be notified to the Consultant from time to time (as such documents may be amended, updated or supplemented from time to time during the Term);
“Charges” means the charges, fees and any other sums payable by the British Council to the Consultant;
“Code” means the Department of Constitutional Affairs’ Code of Practice on the discharge of public authorities’ functions under Part 1 of the Freedom of Information Act 2000 (issued under section 45 of that Act) (November 2004) as may be updated or re-issued from time to time and any other relevant codes of practice published by the Department of Constitutional Affairs or its successor bodies;
“Confidential Information” means any information which has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information which relates to the business, affairs, finances, properties, assets, trading practices, Goods/Services, developments, trade secrets, Intellectual Property Rights, know-how, personnel, and customers of the British Council or the Consultant (as the case may be) and all personal data and sensitive personal data within the meaning of the Data Protection Act 1998;
“Consultant’s Equipment” means any equipment described as “Consultant’s Equipment” in Schedule 1 and any other equipment, including tools, systems (including laptops), cabling or facilities provided by the Consultant or its sub-contractors and used directly or indirectly in the supply of the Services or the Goods which are not the subject of a separate agreement between the parties under which title passes to the British Council;
“Consultant’s Team” means the Consultant and, where applicable, any Relevant Person, and all other employees, consultants, agents and sub-contractors which the Consultant engages in any way in relation to the supply of the Services or the Goods;
“Control” means the ability to direct the affairs of another party whether by virtue of the ownership of shares, contract or otherwise (and “Controlled” shall be construed accordingly);
“Deliverables” means all Documents, products and materials developed or provided by the Consultant as part of providing the Services;
“Document” means (whether in hard copy or electronic format) any document, drawing, map, plan, diagram, design, picture or other image, tape, disk, or other device or record embodying information in any form including any web page, information portal, “blog”, online content or electronic file;
“End Client Agreement” means the agreement (if any) between the End Client (if any) and the British Council relating to the Project in connection with which the Consultant is providing its Services as a sub-contractor;