OPERATIVE PROVISIONS
1 The Company is not obliged to offer work on any engagement to the Contractor, neither is the Contractor obliged to accept any work offered. The offer of any work on any engagement by the Company does not oblige the Company to offer further work and the acceptance of work by the Contractor on any engagement does not obliged the Contractor to accept further work. The Contractor is not obliged to provide Services at any time either prior to, during or after any particular engagement.
2. Due to the fluctuating nature of the work available the scope and the extent of the Services will be agreed verbally by the parties from time to time or will be confirmed in written assignment schedules generated by the Company or the Company’s client where either the necessary information is not immediately available to fully complete Schedule A or where the information in Schedule A is varied.
3.Where a written assignment schedule is issued then it will be deemed to be accepted on the earlier of:
a) The Contractor issuing written acceptance of the assignment schedule; or
b) Any act by the Contractor consistent with fulfilling the assignment schedule.
4. On agreement of this Contract for Services the Contractor will provide the Company with a copy of its certificate of incorporation and a note of its VAT number, if applicable.
5. The Contractor shall ensure that the Services are provided in a professional manner and to a standard that is acceptable to the Company and the Company’s client whilst also ensuring that the relevant health and safety, security and site timescales are complied with.
6. The Contractor (in the form of its Staff) is free to use its own initiative as how best to complete the Services and has the flexibility to arrange how and when the Services are carried out always provided that this does not unreasonably interfere with or delay other works being carried on by or on behalf of the Company.
7. The Contractor is free to provide any services to any other party at the same time as being engaged by the Company and the Company acknowledges that it will not have first call on the Services of the Contractor in priority to any third party.
8. The Contractor is responsible for providing its own equipment. However, the parties agree that certain equipment or other ancillary equipment may be more economically provided by the Company (particularly if the type of engagement is specialised).
9. The Contractor accepts that it is responsible for the Services, and that it is responsible for covering its own risk with a suitable policy of insurance. The Company has the appropriate insurance in place to cover its own risk and the Contractor acknowledges that this insurance does not cover the Contractor’s own risk. The Contractor acknowledges that it has its own responsibility with regards to public liability and that this is not covered by the Company.
10. The Company will not be liable for any acts or omissions of the Contractor or the Contractor’s Staff and the Contractor will indemnify the Company on a continuing basis against all liabilities resulting or arising at any time from any such acts or omissions.
11. The Contractor shall not (and procures that its Staff shall not) pledge the credit of the Company, sign any document, enter into any agreement or make any promise on behalf of the Company.
12. The Contractor is responsible for the rectification of any defective work or damage caused by the Contractor or the Contractor’s Staff. The Company will have sole discretion as to whether the Contractor rectifies the defective work or whether the Contractor is required to bear the cost of another party rectifying the defective work. Where the Contractor is required to bear the cost of any rectification then the Contractor agrees that the Company can deduct the cost of said rectification from any monies owed by the Company to the Contractor.
PAYMENT FOR THE SERVICES
13. Formal written tenders will not be required. The parties agree that the rate for the Services will be specified in Schedule A of this Contract for Services or will be negotiated and agreed verbally from time to time.
14. The Contractor agrees not to raise invoices in respect of the Services. Instead, the Company shall raise self-billed invoices for the Services. Where, the Contractor is registered for VAT, the parties agree to enter into a Self-Billing Agreement. The Self-Billing Agreement will be in accordance with the Value Added Tax Regulations 1995, Regulation 13(3) and VAT Notice 700/62. The self-billed invoices, where relevant, shall contain all of the details required for a VAT invoice under Regulation 14, along with the following references: (i) ‘SELF BILLING’ and (ii) ‘The VAT shown is your output tax due to HMRC.’
15. The Company may refuse and/or delay payment to the Contractor where the Company suspects, or has the reasonable opinion that (such determination of what constitutes reasonable to be judged solely by the Company), and/or has information that suggests, the Contractor may or will, be struck-off the Companies House register for failing to comply with its obligations under the Companies Act 2006, including (but not limited to) failing to file company accounts and/or failing to file a valid confirmation statement.
16. Where the Company refuses and/or delays payment to the Contractor as set out in clause 15 of this Contract for Services, the Company will attempt to discuss the matter with the Contractor in order to resolve any issues but at all times the Company reserves the right to refuse payment and/or delay payment to the Contractor in the circumstances set out in clause 15 of the Contract for Services. The parties agree that while the Company will attempt to discuss any issues with the Contractor relating to clause 15 of this contract for services, the Company is under no obligation to attempt to discuss any issues prior to taking the actions set out in clause 15 of this Contract for Services
17. The Contractor agrees to comply with any requests for information and/or documentation that the Company makes of the Contractor in order for the Company to assess whether the circumstances set out in clause 15 of this Contract for Services have been or may be established. The parties agree that while the Contractor is under an obligation to comply with any requests made by the Company pursuant to this clause, the Company is not under an obligation to make any such request at any time in order to take the actions specified in clause 15 of this Contract for Services.
18. The Contractor is responsible for all its travelling expenses to and from any location where it has been engaged to provide the Services. Where transport facilities are made available by the Company to a particular location this is entirely at the Company’s discretion and such facilities may be withdrawn at any time and the costs of such facilities may be reflected in the price or rate agreed with the Contractor.
19. The Contractor agrees and undertakes to be responsible for all income tax liabilities and national insurance or similar contributions in respect of the rate payable to the Contractor under this Contract for Services and the Contractor agrees to indemnify and to keep indemnified the Company against all demands for National Insurance contributions and any income tax, penalties, fines or interest in respect thereof and against the Company’s costs of dealing with any such demands. In this respect the Contractor agrees and undertakes to comply with Schedule B of this Contract for Services and the Contractor accepts that compliance with Schedule B of this Contract for Services is a condition of this Contract for Services.
20. As an independent business, the Contractor agrees that it is not entitled to any payment for periods when the Services are not provided including where the Services are cancelled by the Company or the Company’s client.
21. The Contractor’s Staff are not entitled to participate in the Company’s grievance and disciplinary procedure.
HEALTH AND SAFETY
22. In the interests of Health and Safety obligations imposed on the Company, the Contractor agrees to comply with all reasonable operational rules relating to working hours, site security and safety.
23. The parties acknowledge that it may be necessary for health and safety reasons for the Contractor (and its Staff) to be identifiable whether evidenced by security passes or any other items. If such items are provided by the Company or the Company’s client, the Contractor will not (and procures its Staff shall not) represent itself as an employee or an agent of the Company or the Company’s client at any time but as an independent Contractor in business on its own account engaged by the Company for the specific purpose of providing the Services.
INTELLECTUAL PROPERTY
24. The parties agree that for the purposes of this Contract for Services, intellectual property rights means all; existing and future patents, trademarks, registered designs, utility models, design rights, copyright, database rights, inventions, trade secrets and other confidential information, business or trade names and all other intellectual and industrial property and rights in any part of the world, whether registered or not or capable of registration or not, all for the full duration thereof including any renewals, revivals or extensions thereof, and including the right to apply for and all applications for any of the foregoing rights and the right to sue for infringement of any of the foregoing.
25. The parties agree that all intellectual property rights as defined in this Contract for Services rest legally and morally with the Company or where applicable with the Company’s client.
26. The parties agree that the Contractor may not in any circumstances without the prior written consent of the Company pass on to any third party or use any intellectual property belonging to the Company or where applicable the Company’s client.
27. The parties agree that should this Contract for Services terminate in any circumstances then the Contractor will return all intellectual property to the Company or the Company’s client and will cease to use any intellectual property that was provided to the Contractor by the Company or the Company’s client under this Contract for Services.
28. The Contractor will ensure that any Staff are made aware of the terms relating to intellectual property rights and are bound by terms having the same effect as these terms.
29. The parties agree that the rights and obligations in this clause shall survive beyond the end of this Contract for Services.
CONTRACTOR’S STAFF
30. The Contractor may send Staff to provide the Services. The Staff may be rejected by the Company only if in the reasonable opinion of the Company such Staff does not possess the necessary skills or qualifications to carry out the Services. The Contractor will ensure that any Staff have the necessary clearances and/or licences to provide the Services. The Contractor will notify the Company immediately where any of the said licences are revoked, rescinded, invalidated, suspended or not operational.
31. Where Staff are sent by the Contractor there shall be no contractual or financial relationship between the Company and the Staff. The Contractor is solely responsible for arranging payments to any Staff that the Contractor engages to provide the Services.
32. The rate agreed by the parties is the total rate payable by the Company to the Contractor and the Contractor is not entitled to any additional payments where the Contractor engages Staff to provide the Services.
33. The Contractor is responsible for ensuring that the Company is informed of the fact that Staff are to be sent to provide the Services in order to ensure that health and safety and on-site security measures are complied with.
34. Where the Contractor utilises Staff to provide the Services then the Contractor is responsible for the Services that the Staff provide and is responsible for ensuring their compliance with these contractual terms. Furthermore, The Contractor agrees that it is responsible for remedying any defective work done by any Staff that the Contractor engages to provide the Services. The Contractor agrees that the Company has discretion as to how said defective work is remedied and that the costs of said remedy can be deducted from any monies that the Company owes the Contractor.
35. The Contractor is responsible for any statutory payments (including but not limited to holiday pay and sick pay) that are due to any Staff engaged by the Contractor to provide the Services and the Contractor agrees to indemnify the Company from any costs or losses resulting from any claims that any Staff may make against the Company for said payments.
36. The Contractor is responsible for how it engages any Staff and is responsible for any tax and National Insurance contributions due by any Staff or by the Contractor.
TERMINATION OF THIS AGREEMENT
37. This Contract for Services can be terminated by either party for any reason and without any notice being given.
CONFIDENTIALITY
38. During the performance of this Contract for Services the Contractor will have access to information as to the policy, organisation and management, pricing and pricing policies, future plans, finances of the Company or the Company’s client, the persons with whom the Company or the Company’s client has dealings, their business and the terms of any such dealing, services and techniques of performance of services, all of which information is confidential. To protect the confidentiality of this information whether given to or gained in confidence from any source and without prejudice to every other duty that the Contractor has to keep secret, the Contractor, on its behalf and on behalf of all Staff, agrees:
38.1 not to, at any time, whether during or following this Contract for Services with the Company (unless expressly so authorised by the Company in writing or as a necessary part of the performance of the Contract for Services) disclose to any person or to make use, commercially or otherwise, of any such confidential information;
38.2 to deliver to the Company or the Company’s client before the end of the Contract for Services or, on termination of the Contract for Services immediately after its end, all documents and records and copies thereof, belonging to the Company or the Company’s client, including computer lists, disks or programs, diaries, records, e-mails and manuals which are in the Contractor’s possession, including all documents and records made by the Contractor in the course of the Contract for Services and relating to the affairs of the Company or the Company’s client;
38.3 not at any time to make any copy, abstract, summary or record belonging to the Company except when required to do so in the course this Contract for Services , in which event such copy, disk, program, abstract, summary or précis shall belong to the Company or the Company’s client and shall likewise be delivered up at the end of this Contract for Services or on termination of this Contract for Services;
38.4 not to publish at any time, or seek to publish, the Company's or the Company’s client’s work in any manner whatsoever including but not limited to books and newspaper articles. The Contractor shall immediately notify the Company of any actual or intended publication or disclosure in any manner whatsoever and shall use its best endeavours to prevent or restrain such publication or disclosure; and
38.5 that all copyrights in documents, materials and other matter in which copyright subsists of which the Contractor (or any Staff) shall be author or joint author and which shall be made in the course of this Contract for Services or otherwise relate to the Company's or the Company’s client’s business and affairs shall be the property of the Company and the Contractor (on behalf of itself and any Staff) hereby as beneficial owner and by way of present assignment of future copyright assign the same to the Company. The Contractor shall (and procures its Staff shall) at any time at the request and expense of the Company do and execute all such acts and deeds as the Company may require in order to perfect any assignment or to secure the Company's or the Company’s client’s title to such copyrights.
39. The parties agree that the obligations set out in this clause are continuing and that the Contractor will continue to be bound by the obligations in this clause after this Contract for Services has been terminated.
FORCE MAJUERE
40. Neither party shall be liable for delay in meeting, or failure to meet, its obligations under this Contract for Services due to any cause outside of its reasonable control including (without limitation) acts of god, war, riot, malicious acts of damage, fire, acts of government authority, failure of public utilities or any form of labour dispute.
DATA PROTECTION
41. The Contractor consents to the Company, where reasonably necessary, holding and processing, both electronically and manually, the data that it collects in relation to them and their engagement, for the purposes of the Company’s management and administration of its staff and its business and/or for compliance with applicable procedures, laws and regulations and to the storage, transfer and processing by the Company or its agent of such data.
MISCELLANEOUS
42. The Contractor confirms that it has read and understood the terms and conditions herein and has had the opportunity to discuss this Contract for Services with any person or professional adviser it considers necessary before signing.
43. Both parties agree this is intended to be a legally binding contract governing the nature of the contractual relationship between them.
44. Both parties agree that, with the exception of verbal agreements referred to in this Contract for Services, these terms and conditions represent the whole agreement between them. No variations may be made to these terms unless agreed in writing by both parties.
45. Should the Company fail to enforce or apply any of the rights that it has under this Contract for Services, it shall not be construed that the Company approves or agrees to any breach of contract or that it loses its rights to enforce the terms of this Contract for Services in full at any time now or in the future.
46. The Headings used in the Contract for Services are for ease of reference only and are not intended to be interpreted as part of the terms agreed between the parties. References to the masculine include the feminine. References to the singular include the plural.
47. A person who is not party to this Contract for Services shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract for Services. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
48. No partnership: Nothing in the Contract for Services is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
49. If a court or any other competent authority finds that any provision (or part of any provision) of this Contract for Services is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract for Services shall not be affected.
50. If any invalid, unenforceable or illegal provision of the Contract for Services would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
51. By signing this Contract for Services on behalf of the Contractor the signatory warrants that they are authorised to enter into legally binding agreements on the Contractor’s behalf.
52. The parties agree that this Contract for Services is governed by the laws of England and Wales and is subject to the exclusive jurisdiction of the Courts of England and Wales.
