Standard Business Terms

1. Definitions and Interpretation

In these Terms and Conditions:

1.1 Agreement: Refers to the agreement entered into by Winnors Ltd (hereinafter referred to as “Winnors”), LR Technologies (SMC-Private) Ltd (hereinafter referred to as “LR Technologies”), and the Client, incorporating these Terms and Conditions.

1.2 Business Day: Any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in Lahore, Pakistan.

1.3 Client: The party identified in the Workforce Agreement who is procuring the Services from Winnors and LR Technologies.

1.4 Commencement Date: The date on which provision of the Services will commence, this is the Start Date mentioned on the Workforce Agreement.

1.5 Confidential Information: Information disclosed by one Party to the other Party pursuant to or in connection with the Agreement.

1.6 Data Protection Legislation: Applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy.

1.7 Fees: Sums due under the Agreement from the Client to Winnors and LR Technologies, as specified in the Workforce Agreement.

1.8 Services: The services to be provided by Winnors and LR Technologies to the Client in accordance with Clause of the Agreement.

1.9 Term: The term of the Agreement.

 

2. Provision of the Services

2.1 Service Description: Winnors and LR Technologies offer remote resource housing services for other businesses.

2.2 Commencement and Skill Level: From the Commencement Date, Winnors and LR Technologies shall provide the Service to the Client with reasonable skill and care, ensuring high quality and adherence to best practices.

2.3 Compliance: Winnors and LR Technologies shall adhere to all applicable laws and regulations related to the provision of the Services.

2.4 Warranty: Winnors and LR Technologies warrant professional and workmanlike performance, meeting agreed specifications.

2.5 Client-Requested Changes: Winnors and LR Technologies will reasonably accommodate changes requested by the Client, with related Fee adjustments.

 

3. Client’s Obligations

3.1 Resource Retention: The Client identified in the Workforce Agreement wishes to retain remote resources under the terms and conditions of this Agreement.

3.2 Information Provision: The Client agrees to provide necessary information for Winnors and LR Technologies’ provision of the Services.

3.3 Instruction Compliance: The Client may issue compatible instructions, and timely responses are crucial for uninterrupted Services.

3.4 Decision-Making Timeliness: The Client shall promptly provide decisions or approvals required for the provision of the Services.

4. Fees, Payment, and Records

4.1 Payment Terms: Fees are payable per the terms specified in the Workforce Agreement, which includes salary details.

4.2 Invoicing: Winnors and LR Technologies shall invoice the Client for Fees due on the 1st of each month. Any invoice due to LR Technologies directly is also assumed as due to Winnors.

4.3 Currency and Payment: Payments shall be made in GBP (£) within Twenty-One (21) Business Days.

4.4 Record-Keeping: Both Parties shall maintain necessary records for the accurate calculation of payable sums.

 

5. Legal Proceedings and Recovery of Costs

5.1 In the event of non-payment of any invoice by the due date specified in the Agreement, Winnors and LR Technologies reserve the right to pursue legal action in the courts of the United Kingdom within seven (7) days of the payment deadline.

5.2 The Client shall be responsible for all legal costs, including but not limited to court fees, solicitor fees, and any other expenses incurred by Winnors and LR Technologies in the recovery of the unpaid invoice. These costs shall be added to the outstanding amount owed by the Client.

 

6. Liability, Indemnity, and Insurance

6.1 Insurance: Winnors and LR Technologies shall ensure that they have in place at all times suitable and valid insurance that shall include public liability insurance.

6.2 Remedial Action: In the event that Winnors and LR Technologies fail to perform the Services with reasonable care and skill, they shall carry out any and all necessary remedial action at no additional cost to the Client.

6.3 Liability Limitation: Winnors and LR Technologies’ total liability for any loss or damage caused as a result of their negligence or breach of the Agreement shall be limited to the sum defined therein.

6.4 Client Responsibilities: Winnors and LR Technologies shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by Winnors and LR Technologies.

6.5 Indemnification: Subject to sub-Clause 5.3 of the Agreement, Winnors and LR Technologies shall indemnify the Client against any costs, liability, damages, loss, claims, or proceedings arising out of Winnors and LR Technologies’ breach of the Agreement.

 

7. Force Majeure

7.1 Neither party shall be liable for any failure or delay in performance under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, fires, floods, earthquakes, epidemics, pandemics, war, acts of terrorism, civil unrest, strikes, labor disputes, governmental actions, national elections, country-wide power outages, or network downtime.

7.2 In the event of a force majeure event, the affected party shall promptly notify the other party in writing, detailing the nature and expected duration of the event. The obligations of the affected party shall be suspended for the duration of the force majeure event, and the affected party shall use commercially reasonable efforts to mitigate the effects of the event.

7.3 If the force majeure event continues for a period of thirty (30) days, either party may terminate this Agreement upon written notice to the other party. Termination under this clause shall not relieve either party of any obligations accrued prior to the termination date.

 

8. Legal Fees

8.1 If any Party breaches this Agreement, the non-breaching party shall be compensated by the breaching party for its reasonable legal fees and out-of-pocket expenses which in any way relate to the breach of this Agreement.

 

9. Terms and Termination

9.1 Term: This Agreement shall commence on the Commencement Date and shall remain in effect for a rolling term of thirty (30) days (the “Initial Term”) and thereafter (the “Continuing Term”).

9.2 Termination:

Notice: Either Party may terminate this Agreement upon thirty (30) days’ prior written notice to the other Party. Such notice shall be provided in writing by email to hr@winnors.co.uk and any other email address designated in writing by the Party to whom the notice is addressed.

This Agreement will automatically continue for successive periods of thirty (30) days (each a “Renewal Term”) unless terminated by written notice as provided above.

9.3 Effect of Termination: Upon termination of this Agreement for any reason:

all outstanding Fees owed by the Client to Winnors and LR Technologies shall be immediately due and payable; and

Winnors and LR Technologies shall promptly return to the Client all Confidential Information of the Client in its possession or control.

10. Annual Fee Increase

10.1 Mandatory Fee Increase: Unless otherwise agreed upon through formal performance review and negotiation, the fees charged by Winnors and LR Technologies will increase by a mandatory 5% on the anniversary of the Workforce Agreement. This increase will apply to all services rendered, unless a higher fee adjustment is agreed upon through formal review and negotiation.

10.2 Performance Review and Negotiation: The Client and Winnors/LR Technologies may enter into a formal performance review and negotiation process to determine if a higher fee increase is warranted. Any adjustments to the fees following this review must be formally documented and agreed upon by both parties.

 

Last updated: 28 Jan 2025