AFFILIATED MEMBER CONSULTANCY CONTRACT
Respiratory Innovation Wales (RIW) and (Consultant)
The Terms and Conditions for the provision of services (points 2 and 3), to be provided by the Affiliated Member (the ‘Consultant’) for Respiratory Innovation Wales (the ‘Company’), are as described below:
1.1 This Contract is for your participation in respect of a 12 month period commencing on completion and submission of the form below.
1.2 During the consultancy, you will participate in an Advisory capacity on behalf of Respiratory Innovation Wales as a member of RIW’s Affiliated Clinical Advisory Group. The Group will support the Medical Director and Clinical Devices Lead in relation to Strategy, including the identification of areas of interest across respiratory medicine for research and development, offer opinions on grant proposals and adoption of new projects.
1.3 It is expected that you will be engaged up to 5 hours a year which may include up to 2 group meetings and being available for ad-hoc advice and support for the Medical Director and Devices Lead. Meetings, where possible, will be held on a virtual basis and/or will form part of a breakout session of the Welsh Thoracic Society Events.
1.4 You will take on an ambassadorial role within your Health Board to ensure that Colleagues and Executives are aware of the work of RIW and that opportunities to actively promote the Company are maximised.
1.5 The membership of the Affiliated Clinical Advisory Group will be included on the Company Website.
1.6 In consideration of the Services, the Company will pay you £500 + VAT (where applicable) for the 12 month period.
1.7 The Affiliate membership will also provide opportunities for you to be involved in the delivery of additional consultancy services and the delivery of education to Industry on behalf of the Company. You would be remunerated on a rate of £150 per hour plus VAT for your involvement.
1.8 Expenses will only be reimbursed by the Company if they have been approved prior to being incurred i.e. on Company related business.
1.9 You will raise an invoice for the Company to claim payments and any expenses as follows:
- The payment of £500 plus VAT can be claimed as soon as the Consultancy Contract has been signed by all parties.
- Invoices for expenses and for any additional services provided on behalf of the Company should be claimed in arrears within 30 days of the activities. The Invoices should specify the date and time worked, duties performed, fees due and expenses claimed with receipts or other documentary evidence of such expenses.
1.10 All invoices should be sent to the Finance Director Andrew.Lewis@RIWales.com
1.11 The Company undertakes to pay each such Invoice within 30 calendar days of its date of submission.
1.12 You will be required to sign RIW’s Confidentiality Agreement.
APPENDIX 1: Full terms and Conditions of the Agreement
2.1 You will be responsible for the payment of any income tax, insurance contributions or other taxes, revenues or duties arising as a result of the performance of the Services or otherwise under this Contract. For the avoidance of doubt neither you nor any person engaged by you in the performance of the Services will be an employee of the Company in performing the Services.
2.2. Following any services provided on behalf of the Company you will promptly communicate in confidence to the Company all ideas generated, work done, and results produced in the performance of any Services (‘Results’) provided. You will not, without the written consent of the Company, use or disclose to any other person or organisation either during or after termination of this Contract any confidential information of the Company which may come into your possession. For this purpose, all Results shall be treated as the confidential information of the Company.
2.3. This Contract may be cancelled at any point during the Contract period, provided that at least 14 calendar days advance notice in writing is given by the one party to the other party. However, if the Consultant cancels the Contract within the calendar year the final payment of £500 plus VAT would not be issued.
2.4 On any termination of this Contract you will return to the Company all documents, records (on any media) and other property belonging to the Company which are in your possession, or otherwise provide proof or certification of destruction of data, and you will not retain any copies thereof in any form.
2.5 You undertake that all copyright, design right, rights to apply for patents, patents and other intellectual property in the Results shall belong to the Company. In consideration of the fees payable under this Contract, you agree on demand to assign forthwith to the Company all intellectual property in the Results at any time after their coming into existence.
2.6 The Company has a duty to comply with the Equality Act 2010 and other relevant equality legislation. When representing the Company, you must ensure that you interact with our staff, collaborators, stakeholders, students and visitors in a manner consistent with the requirements of the relevant legislation.
2.7 You shall not discriminate either directly or indirectly on the grounds of race disability, sex, sexual orientation, gender reassignment, age, religion, belief or lack of belief, marriage or civil partnership status, pregnancy or maternity in accordance with the Equality Act 2010 (and any other relevant legislation) or any statutory modification or re-enactment thereof, including discrimination by association or perception and harassment or victimisation.
2.8 Without prejudice to any other right or remedy, if you commit any serious breach of, or fail to comply with, any of your obligations under this Contract, become bankrupt or any judgement is made against you and remains unsatisfied for 7 days, the Company shall be entitled to terminate this Contract forthwith on written notice to you.
2.9 This Contract is personal to you and may not be assigned by you.
2.10 In connection with this or any other Contract between the you and the Company, you shall not give, provide, or offer to the Company’s staff or agents any loan, fee, reward, gift or any emolument or advantage whatsoever. In the event of any breach of this condition, that may also be in breach of the Bribery Act 2010, the Company shall, without prejudice to any other rights it may possess, be at liberty forthwith to terminate this and any other contract and to recover from you any direct loss or damage resulting from such termination.
2.11 For the purpose of ensuring compliance with your obligations under this Contract the Company shall have access to and the right to inspect and challenge any work being carried out by you under this Contract.
2.12 This Contract is made under English law and the parties submit to the non-exclusive jurisdiction of the English and Welsh courts.
2.13 This Contract does not create any right enforceable by any person who is not a party to it (‘Third Party’) under the Contracts (Rights of Third Parties) Act 1999, but this clause does not affect any right or remedy of a Third Party which exists or is available apart from that Act.