Terms & Conditions
Second Voice Pro standard services agreement.
Last updated September 2023.
Second Voice Pro Ltd, incorporated and registered in England and Wales with company number 14386894 whose registered office is at Preston Park House, South Road, Brighton, East Sussex, United Kingdom, BN1 6SB (Supplier, we, us) provides an outbound sales function (Services) to its clients (Customer).
We reserve the right to change or update these Terms from time to time. You are responsible for informing yourself of any updates to these Terms. Any significant changes in the Terms will be notified by an announcement to our customers.
The Supplier is in the business of providing sales strategic planning advice and provision of outbound sales efforts via email and LinkedIn.
The Customer agrees to obtain and the Supplier agrees to provide the Services on the terms set out in this agreement.
The following definitions and rules of interpretation apply in this agreement.
Applicable Data Protection Laws: means:
To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Deliverables: all data and other materials provided by the Supplier to the Customer in respect of the provision of the Services.
EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
Fees: the sums payable for the Services, as set out in Schedule 1.
Intellectual Property Rights: copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), patents, rights to inventions and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Leads: the third parties that we identify on the course of the provision of the Services who we believe may be interested in purchasing services from you.
Pro Plan: services that include a Sales Development Representative (SDR) employed by Second Voice Pro Ltd
Sales Development Representatives (“SDR”): those individuals employed by Supplier that we assign to your account as part of a Pro Plan
Services: the services as set out in the Schedules in your individual client proposal
Schedules: the Customer-specific information detailed with your individual client proposal
Signals Plan: services that do not include a Sales Development Representative (SDR) employed by Second Voice Pro Ltd
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
VAT: value added tax.
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement. The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.4 Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time. A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.
1.5 A reference to writing or written includes email.
1.6 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.7 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document, in each case as varied from time to time.
1.8 Any words following the terms including, include, in particular, for example, such as or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Commencement and duration
2.1 This agreement shall commence on the date set out in your individual client proposal (“Commencement Date”) and,
(a) for the Pro Plan shall continue for an initial period of at least nine (9) months (“Initial Period”); or
(b) for the Signals Plan shall continue for an initial period of at least one (1) month (“Initial Period”) ; and
(c) after the Initial Period if the Customer wishes to cancel this agreement it shall give the Supplier at least three (3) months’ written notice.
2.2 The notice period must coincide with the commencement of a full billing cycle and cannot include partial months. For the avoidance of doubt, if the Customer provides notice in the middle of a billing cycle, the notice period will commence at the start of the next full billing cycle.
2.3 The Supplier shall provide the Services to the Customer in accordance with this agreement from the Commencement Date.
3. Supplier's responsibilities
3.1 The Supplier shall use best endeavours to meet any written and specifically agreed dates for the performance of the Services but any such dates shall be estimates only and time for performance by the
3.2 Supplier shall not be of the essence of this agreement. If, at any time, the Supplier becomes aware that it will not, or is unlikely to, meet any part of an agreed timetable (a “Delay”), it shall immediately notify the Customer of such Delay, the reasons for the Delay, the consequences of the Delay for the Services and how the Supplier proposes to mitigate the Delay. The Supplier shall deploy all additional resources and efforts, and take all reasonable steps, to eliminate or mitigate the consequences of the Delay.
3.3 The Supplier shall:
(a) provide the Services to the best of its ability, with a level of skill and care appropriate to an experienced and qualified Sales Consultants and provider of Outbound Sales resources, and in all respects to the satisfaction of the Customer;
(b) co-operate with the Customer in all matters relating to the Services
(c) comply with all relevant laws, regulations and/or codes of practice including but not limited to the Bribery Act 2010.
3.4 The Supplier shall supply the Services to the Customer in accordance with this agreement in all material respects.
3.5 Without prejudice to the provisions of the Schedules, the Supplier shall use best endeavours to create a list of Qualifying Leads, and provide such list and updates to that list to Customer on at least a weekly basis.
4. Customer's obligations
4.1 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Services, including attending any meetings reasonably agreed;
(b) provide to the Supplier in a timely manner all documents, information, items and materials in any form required by the Supplier in connection with the Services and ensure that they are accurate and complete in all material respects;
(c) inform the Supplier in writing, in advance, of all health and safety and security requirements. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can must give the Supplier reasonable advance notice in writing and identify any changes that may impact the Supplier’s ability to perform the Services.
4.2 The Customer shall permit access by the Supplier to such of its systems, data and other facilities as reasonably required. The Supplier shall procure that it shall keep all log in details confidential, and only use the systems, data and other facilities for the purposes of providing the Services.
4.3 If the Supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer and the Customer hereby agrees that the Supplier shall not be in breach of this agreement if its failure to perform the Services (or part thereof) is due to the Customer’s non-compliance with these obligations.
4.4 If the Customer wishes to extend or amend the scope of the Services it shall notify the Supplier in writing (providing as much detail as the Supplier reasonably requires of the proposed changes) and the Supplier may agree to such extension or amendment subject to the payment of additional fees. The Supplier is not obliged to accept any such changes.
5. Fees and payment
5.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the Fees on the Commencement Date as set out in the Schedules.
5.2 All Fees are payable in accordance with the payment terms in the Schedules.
5.3 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any undisputed sum due under this agreement on the due date:
(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.4(a) will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%;
(b) the Supplier may suspend all or part of the Services until payment has been made in full.
5.4 All sums payable to the Supplier under this agreement:
(a) are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
(b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. Intellectual property rights
6.1 The Customer hereby acknowledges and agrees that the Supplier owns all Intellectual Property Rights in the Second Voice Pro frameworks and toolkits (including all materials encompassing such frameworks and toolkits, such as the Cadence) and that the Customer’s use of such frameworks and toolkits is solely for the purposes of receiving the Services.
6.2 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 7.1 to anyone else.
6.3 The Customer hereby grants the Supplier a fully paid up, royalty free, non-exclusive, non-transferable worldwide licence to use the Customer’s marketing materials and strategy and any branded assets for the purpose of providing Services.
6.4 Subject to Clause 7.1, the Supplier hereby unconditionally assigns to the Customer, with full title guarantee and without restriction, the legal and beneficial ownership of all IP Rights subsisting in the Deliverables, including but not limited to the list of Qualifying Leads.
7. Data protection
7.1 For the purposes of this clause 7, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
7.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.
7.3 The parties have determined that for the purposes of Applicable Data Protection Laws the Supplier shall process the personal data as set out in the Schedules as processor on behalf of the Customer.
7.4 Should the determination in clause 7.3 change, the parties shall use all reasonable endeavours make any changes that are necessary to this clause 7 and the Schedules.
7.5 Without prejudice to clause 7.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of personal data to the Supplier and lawful collection of the same by the Supplier for the duration and purposes of this agreement.
7.6 In relation to personal data, the Schedules set out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.
7.7 Without prejudice to clause 7.2, the Supplier shall:
(a) process that personal data only on the documented instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data (Purpose). Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer on important grounds of public interest. The Supplier shall inform the Customer if, in the opinion of the Supplier, the instructions of the Customer infringe Applicable Data Protection Laws;
(b) implement the technical and organisational measures set out in the Schedules (Processing, personal data and data subjects) to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data (having regard to the state of technological development and the cost of implementing any measures);
(c) ensure that any personnel engaged and authorised by the Supplier to process personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
(d) assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) notify the Customer without undue delay on becoming aware of a personal data breach involving the personal data;
(f) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless the Supplier is required by Applicable Law to continue to process that personal data. For the purposes of this clause 7.7(f), personal data shall be considered deleted where it is put beyond further use by the Supplier; and
(g) maintain records to demonstrate its compliance with this clause 7.
7.8 If the Customer provides its prior, authorisation for the Supplier to:
(a) appoint processors to process the personal data, the Supplier:
(i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this clause 7;
(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and
(iii) shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier's reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.
(b) transfer personal data outside of the UK as required for the Purpose, the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
7.9 Either party may, at any time on not less than 30 days' notice, revise this clause 8 (Data protection) by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
8.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination or expiry of this agreement, disclose to any person any confidential information concerning the sales process, frameworks, toolkits and methods, intellectual property, business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.2. The Supplier acknowledges that the Customer’s confidential includes the Deliverables and the Qualifying Leads.
8.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
8.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
8.4 Except in respect of the Deliverables, the obligations above shall not apply to any confidential information that is already in the public domain or subsequently comes into the public domain and/or is already known or is subsequently known without by the receiving party breach of any obligation of confidence.
9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in this clause 9 shall limit the Customer's payment obligations under this agreement or a party’s liabilities in relation to infringement of Intellectual Property Rights or data protection obligations, gross negligence or wilful default.
9.3 Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.4 Subject to clause 9.3, the Supplier's total liability to the Customer shall not exceed £50,000.
9.5 Subject to clause 9.3 this clause 9.5 specifies the types of losses that are excluded:
(a) indirect or consequential loss.
9.6 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3 (Supplier's responsibilities). In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
9.7 The Supplier warrants that it has in place professional indemnity insurance for £1,000,000 per claim or series of claims.
9.8 The Supplier shall indemnify the Customer, its directors, representatives and agents from and against all costs, claims, losses, expenses, damages and liabilities however arising as a result of or in connection with any claim received by the Company from a third party as a result of the Supplier’s act or omission.
10.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
(b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors [other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) [other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party];
(g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party’s assets (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(c) to (j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(m) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
(n) the additional terms for termination within the Pro Plan apply, as per clause 26.
11. Obligations on termination and survival
11.1 On termination of this agreement:
(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding undisputed unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
(b) within 10 days, the Supplier shall procure that Second Voice Pro shall deliver to the Customer all copies of the Deliverables and any material given to it by the Customer, and on confirmation of receipt by the Customer, the Supplier shall delete all Deliverables and such materials without retaining any copies.
(a) On termination or expiry of this agreement, the following clauses shall continue in force: clause 1 (Interpretation), clause 5 (Non-solicitation), clause 7 (Intellectual property rights), clause 8 (Confidentiality), clause 9 (Limitation of liability), clause 11 (Consequences of termination), clause 15 (Waiver), clause 16 (Severance), clause 22 (Governing law) and clause 23 (Jurisdiction).
(b) Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
12. Force majeure
12.1 Neither party shall be in breach of this agreement of otherwise liable for any failure or delay in the performance of its obligation if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligation shall be extended accordingly. If the period of delay or non-performance continues for 15 days or more, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.
13.1 The parties declare that it is their intention that Second Voice Pro employees shall not be entitled to any pension, bonus or other benefits from the Customer. The Supplier shall be solely responsible for all income tax, national insurance contributions and any other taxes arising out of the payment of Fees.
13.2 If for any reason the Customer becomes liable to pay any tax liabilities described in Clause 13.1, the Supplier shall reimburse the Customer or pay the appropriate authority directly in an amount equal to all amounts assessed to be payable by the Customer.
14. Assignment and other dealings
14.1 This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
15.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
16.2 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
17.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
17.2 If any provision or part-provision of this agreement is deemed deleted under clause 15.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
18. Entire agreement
18.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
19. No partnership or agency or employment
19.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
19.2 Nothing in this agreement is intended to create any obligations of employment or relationship of employer/employee between the Supplier and Customer or between the Customer and the Second Voice Pro employees and the Customer hereby indemnifies the Supplier against any claims, actions or demands and any costs, fines, damages, losses and expenses that the Supplier may incur in relation to there being deemed to be an employment relationship between the Supplier and Customer or between the Customer and the Second Voice Pro employees.
19.3 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
20. Third party rights
20.1 Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
20.2 The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.
21.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office.
21.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
22.1 This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
23. Governing law
23.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
24.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
This agreement has been entered into on the date stated at the beginning of it.
TERMS PERTAINING TO THE PRO PLAN ONLY
25. Sales Development Representative
25.1 If the Sales Development Representative is not, in the Customer’s reasonable opinion, performing the Services adequately, the Customer may notify the Supplier accordingly. Upon receipt of such notice, if in agreement, the Supplier shall move the Sales Development Representative into verbal warning, followed by written warning, and finally a Performance Improvement Programme (PIP) which will have clearly defined objectives and measurable outcomes. The PIP will remain in place for a six-week period, after which point, the outcome of the pre-agreed evidence-based PIP will determine the need to replace the Sales Development Representative at no extra cost to the Customer. In the event of a replacement, the Supplier will credit the Customer for any time that the Sales Development Representative role is not filled.
25.2 The Supplier shall procure that the Sales Development Representative does not make any commitment or incur any expenses on behalf to the Customer without the Customer’s prior written consent.
26. Additional grounds for termination within the Pro Plan
26.1 Without prejudice to any other right or remedy available to it, the Customer may terminate this agreement immediately on written notice at any time after a replacement (Second) SDR fails to pass the Performance Improvement Plan as per clause 25.1.
26.2 If the Supplier enters and Performance Improvement Plan (PIP) for a second time, with a second Sales Development Representative, the Customer reserves the right to terminate the agreement with immediate effect at the end of the six-week PIP review period, if unsuccessful, as per clause 25.1.
27. Transfer of infrastructure and employment
Upon receipt of written notice, from the Customer to the Supplier, to terminate the agreement and request transfer of infrastructure and employment of workforce, the Supplier will undertake the following activities:
27.1 Handover of all documentation created for the purpose of the engagement
27.2 Provide access to all online materials for the period of 30-days after the transfer has completed
27.3 Provision of a Dedicated Resource to support the successful transfer of tooling and processes to the Customer over 30-days
27.4 Transfer of all software licenses, associated with the delivery of the services listed as well as any data that is stored within said software
27.5 The transfer of all staff upon agreement between the Supplier, Customer and SDR
27.6 To be carried out by resignation from the Supplier by the SDR, and re-hire by the Customer or TUPE the employee between Supplier and Customer, to ensure the SDR receives same (or more favourable) terms of employment
27.7 The Supplier may issue to the Customer a single fee equal to three-months’ service agreement fee (per SDR being transferred), where 50% will be payable on the transfer of the Sales Development Representative to the Customer’s employment, with the 50% balance being due upon successful completion of the handover.