CONSULTING SERVICES AGREEMENT

THIS AGREEMENT is made on [Insert Date]

BETWEEN:

1. Fleet Transport Consultants Ltd, a company incorporated in England (Company No. [Your Co. No.]), with its registered office at 11 Ouchthorpe Lane, Wakefield, WF1 3HS ("Consultant"); and
2. [CLIENT COMPANY NAME], a company incorporated in [England] (Company No. [Client Co. No.]), with its registered office at [Client Address] ("Client").

(The Consultant and the Client are referred to individually as a "Party" and collectively as the "Parties".)

WHEREAS:

(A) The Client holds a Goods Vehicle Operator's Licence (No. [Client O-Licence No.]) ("Operator's Licence").

(B) The Client requires expert transport consultancy services to [e.g., satisfy undertakings given at a Public Inquiry, audit its systems, or ensure ongoing robust compliance].

(C) The Consultant has the necessary expertise and experience to provide such assistance.

NOW, THEREFORE, the parties agree as follows:

1. Definitions

• ‘The Act’: The Goods Vehicles (Licensing of Operators Act) 1995 and any subsequent regulations.
• ‘Agreement’: This Consulting Services Agreement, including all Schedules.
• ‘Commencement Date’: The date specified in Schedule 1.
• ‘Confidential Information’: All information (whether oral, written, or in any other medium) disclosed by one Party to the other.
• ‘Services’: The services to be provided by the Consultant as detailed in Schedule 2.
• ‘Term’: The duration of this Agreement as specified in Schedule 1.

2. Services and Term

2.1 The Consultant agrees to provide the Services to the Client for the Term.

2.2 This Agreement shall commence on the Commencement Date and shall continue for the Term, unless terminated earlier in accordance with Clause 10.

3. Client Responsibilities

3.1 The Client agrees to:

• Provide the Consultant with all necessary information and documentation related to its Operator's Licence.
• Cooperate fully with the Consultant in the performance of the Services.
• Ensure that all information provided to the Consultant is accurate and complete.
• Ensure its Directors, Transport Managers, and staff are available as reasonably required and actively participate in the compliance programme.
• Commit to implementing the systems, processes, and recommendations proposed by the Consultant to achieve compliance.
• Provide the Consultant with all authority, resources, and access to premises and records necessary to fulfil the Services.

4. Fees and Payment

4.1 In consideration for the Services, the Client shall pay the Consultant the fees as set out in Schedule 3 ("the Fees").

4.2 The Consultant shall submit invoices to the Client as detailed in Schedule 3.

4.3 The Client shall pay all valid invoices within 14 days of the invoice date.

5. Compliance and Regulatory Obligations

5.1 The Client shall comply with the undertakings and conditions of its Operator’s Licence, its obligations under the Act, and all other laws and regulations applicable to its transport operation.

5.2 The Client shall notify the Traffic Commissioner of any matter it is obliged to give notice of.

5.3 The Client provides irrevocable authority for the Consultant to notify the Traffic Commissioner of any notifiable matter (in addition to the Client’s own duty).

6. Confidentiality

6.1 Both parties agree to hold confidential all Confidential Information received from the other party in connection with this Agreement.

6.2 This obligation shall survive the termination of this Agreement.

6.3 This duty of confidentiality does not extend to any notifications made to the Traffic Commissioner or their staff in accordance with Clause 5.3.

7. Intellectual Property

7.1 All intellectual property rights in any materials (including reports, templates, and policies) created by the Consultant in connection with the Services shall belong to the Consultant.

7.2 The Client shall have a non-exclusive, royalty-free license to use such materials for its internal compliance purposes.

8. Warranties

8.1 The Consultant warrants that it will perform the Services with reasonable skill and care.

8.2 Each Party warrants that it has the authority to enter into this Agreement.

9. Limitation of Liability

9.1 The Client understands that the Consultant's services are advisory. The ultimate responsibility and liability for Operator's Licence compliance rests solely with the Client, its Director(s), and its Transport Manager.

9.2 While the Consultant will use all reasonable skill and care to assist the Client, the Consultant provides no guarantee or warranty that the Traffic Commissioner will be satisfied with the Client's progress.

9.3 The Consultant shall not be held liable for any future regulatory action, licence revocation, or disqualification.

9.4 To the maximum extent permitted by law, the Consultant's total liability to the Client under this Agreement shall be limited to the amount of Fees paid by the Client to the Consultant under this Agreement.

10. Termination

10.1 Termination for Convenience: Either Party may terminate this Agreement by giving the other Party at least one (1) month’s written notice.

10.2 Termination for Cause: The Consultant may terminate this Agreement immediately on written notice if the Client:

• Is wound up due to insolvency, makes a composition with creditors, enters an insolvent voluntary arrangement, or is subject to an administration order; or
• Surrenders its Operator’s Licence or has it revoked, suspended, or curtailed by the Traffic Commissioner.

10.3 Consequences of Termination: Upon termination, the Client must immediately pay for all Services provided up to the date of termination.

11. General Legal Provisions

11.1 Entire Agreement: This Agreement (including the Schedules) constitutes the entire agreement between the parties and supersedes all prior communications or agreements, whether oral or written.

11.2 Governing Law and Jurisdiction: This Agreement shall be governed by the laws of England, and the parties submit to the exclusive jurisdiction of the courts of England & Wales.

11.3 No Agency: Nothing in this Agreement shall constitute one Party as the agent, employee, or partner of the other.

11.4 Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.

11.5 Waiver: No failure or delay by a Party in enforcing any term of this Agreement shall be seen as a waiver of its rights.

11.6 Third Party Rights: This Agreement does not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

11.7 Notices: All notices shall be in writing and sent to the addresses or email addresses specified in Schedule 1.

IN WITNESS WHEREOF, the parties have executed this Agreement:

SCHEDULE 1: PARTIES AND AGREEMENT DETAILS

SCHEDULE 2: SCOPE OF SERVICES

The Consultant agrees to provide the "[Name of Service Package]".

Frequency of Service:

• [e.g., A minimum of 1 day per week for 3 months...]

Scope of Work:

The Services shall include, but are not limited to:

• [List Service 1, e.g., Perform a Full Compliance Audit...]
• [List Service 2, e.g., Training and implementation of DDIR...]
• [List Service 3, e.g., Establish and monitor Driver Licence Checks.]
• [List Service 4, e.g., Conduct Tachograph Data Analysis.]
• [Add any other specific services required by this client.]

SCHEDULE 3: FEES AND PAYMENT