Partner Terms of Engagement

PLEASE NOTE THAT BY PROVIDING SERVICES (AS DEFINED BELOW) TO THE COMPANY YOU WILL AUTOMATICALLY BE DEEMED TO HAVE ACCEPTED AND BE BOUND BY THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY. IF YOU DO NOT AGREE TO ANY PROVISIONS IN THIS AGREEMENT, PLEASE DO NOT PROVIDE ANY SERVICES TO THE COMPANY.

PARTIES

(1)    BDXL LTD, trading as ‘Translayte’ incorporated and registered in England and Wales with Company number 7496682 whose registered office is at 20 – 22 Wenlock St. London. United Kingdom. N1 7GU (Company); and

(2)    Contractor engaged in a contract for services with BDXL Ltd

(together the “Parties” and each a “Party“).

 

WHEREAS:

(1)          The Company provides translation, writing and editing services for business and individuals;

(2)          The Consultant wishes to assist the Company with the provision of such services; and

(3)          This agreement governs the relationship between the Company and the Contractor.

 

NOW the Parties agree as follows:

1.                  INTERPRETATION

1.1                The definitions and rules of interpretation in this clause apply in this agreement (unless the context requires otherwise).

Business of the Company:providing translation, writing, research and editing services.

Business Day: means any day excluding a Saturday or Sunday on which the banks in the City of London are open for business;

 

Business Opportunities: any opportunities which the Contractor becomes aware of during the Engagement which relate to the Business of the Company or any Group Company or which the Management reasonably considers might be of benefit to the Company or any Group Company.

Capacity:  as agent, contractor, director, employee, owner, partner, shareholder or in any other capacity.

 

Client: prospective, current or past clients of the Company (including without limitation individuals and businesses (whether small, medium or large) and the general public), who have patronised, are in the process of patronising, or have enquired about the Company’s services.

Commencement Date: the date of this agreement.

 

Company Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of the Company or Group Company or their customers and business contacts, and any equipment, keys, hardware or software provided for the Contractor’s use by the Company during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Contractor on the Company or the Contractor’s computer systems or other electronic equipment during the Engagement.

 

Confidential Information: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Company or any Group Company for the time being confidential to the Company or any Group Company and trade secrets including, without limitation, technical data and know-how relating to the Business of the Company or of any Group Company or any of  their suppliers, customers, agents, distributors, shareholders, management or business contacts, including in particular (by way of illustration only and without limitation) study guides, writing standard documents, resources and including (but not limited to) information that the Contractor creates, develops, receives or obtains in connection with his Engagement, whether or not such information (if in anything other than oral form) is marked confidential.

 

Deadline: The date specified on the job advertisement by the Company irrespective of whether any different information has been provided to the Consultant by the Client or other third party.

Engagement: the engagement of the Contractor by the Company on the terms of this agreement.

Group Company: The Company, its Subsidiaries or Holding Companies from time to time and any Subsidiary of any Holding Company from time to time.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation made by the Contractor in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.

Job: any project, assignment or order placed by a Client in accordance with the terms of business of the Company.

Job Board: confidential database provided to the Consultant to enable him to view available Jobs, apply to handle Jobs, manage a Job’s progress, submit Jobs, determine availability and update his profile.

Management: the board of directors of the Company (including any committee of the board duly appointed by it).

Policies: those policies of the Company relating to (amongst other things) discrimination, sickness and absence, grievances and data protection.

Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the Engagement other than as expressly set out in this agreement or any documents referred to in it.

Services:  the services provided by the Contractor in his capacity as a consultant to the Company or any Group Company as more particularly described in the Schedule hereto.

Subsidiary and Holding Company: in relation to a company, “subsidiary” and “holding company” as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) a nominee.

Termination Date: the date of termination of this agreement, howsoever arising.

Works: all records, translations, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, translation memory, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Contractor in the provision of the Services.

1.2                The headings in this agreement are inserted for convenience only and shall not affect its construction.

1.3                A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4               Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.5               Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

1.6                The Schedule to this agreement forms part of (and is incorporated into) this agreement.

 

2.                  TERM OF ENGAGEMENT

2.1                The Company shall engage the Contractor and the Contractor shall provide the Services on the terms of this agreement.

2.2                The Company shall not be obliged to allocate the Contractor any Jobs.

2.3                The Engagement shall be deemed to have commenced on the Commencement Date and shall continue unless and until terminated:

(a)            as provided by the terms of this agreement; or

(b)            by either party giving to the other not less than 30 days’ prior written notice; or

(c)            in the event that the Consultant does not accept a Job for up to 4 weeks and does not notify the Company of a reasonable reason why.

2.4               Where this agreement is terminated in accordance with clause 2.3(c) and the Consultant wishes to resume working for the Company, he shall sign up to the version of this agreement as is in force at the date of resumption of his work with the Company.

 

3.                  DUTIES

3.1                During the Engagement the Contractor shall:

(a)            provide the Services with all due care, skill and ability and use his best endeavours to promote the interests of the Company or any Group Company;

(b)           promptly give to the Management all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of the Company or any Group Company.

3.2                The Contractor shall use all reasonable endeavors to ensure that he is available on reasonable notice to provide such assistance or information as the Company may require in relation to his performance of the Services.

3.3                The Contractor shall be permitted to work at times convenient to him so long as he meets all reasonable deadlines for the completion of Jobs set by the Company or the Client.

3.4                If the Contractor is unable to provide the Services due to illness or injury, he shall advise the Company of that fact as soon as is reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with clause 6 in respect of any period during which the Services are not provided.

3.5               Unless he has been specifically authorised to do so by the Company in writing, the Contractor shall not:

(a)            have any authority to incur any expenditure in the name of or for the account of the Company; or

(b)            hold himself out as having authority to bind the Company.

3.6                The Contractor may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:

(a)            the Company will not be liable to bear the cost of such functions; and

(b)            at the Company’s request the third party shall be required to enter into direct undertakings with the Company, including with regard to confidentiality.

 

4.                  CONDUCT

4.1                The Contractor shall at all times act with respect, professionalism and courtesy towards Clients, other consultants and employees of the Company.

4.2                The Contractor shall at all times act in the best interests of the Company and shall refrain from doing or saying anything that could reasonable be expected to bring the Company, any of its Clients, consultants, employees, shareholders or Management, or the Business of the Company into disrepute.

4.3                The Contractor shall at all times in performance of his duties comply with all applicable laws and regulations as well as all Policies of the Company from time to time published and in force .

 

5.                  SUBCONTRACTING

5.1                The Contractor shall complete every Job assigned to him by the Company and shall not be permitted (without the prior written consent of the Management given pursuant to clause 5.4) to delegate, sub-contract or otherwise procure that the Job is performed by a third party.

5.2                Any breach of clause 5.1 shall be a material breach of this agreement entitling the Company to terminate this agreement pursuant to clause 18.1 immediately without notice.

5.3               Where a Contractor is interested in subcontracting any Job to a third party (the “Sub-Contractor“), he must notify the Company of the name of the Sub-Contractor and provide the Company, on request, with details and evidence of the Sub-Contractor’s qualifications. On receipt of such information, the Company shall be permitted to perform checks as to the Sub-Contractor’s suitability to perform any Job. The Contractor may withhold or exclude the Sub-Contractor’s contact details. The Company at its sole and absolute discretion shall be permitted to approve the Sub-Contractor.

5.4               Where a Sub-Contractor has been approved in accordance with clause 5.3, the Management may at its sole and absolute discretion consent to a Sub-Contractor performing all or part of any Job.

5.5               Prior to any Sub-Contractor performing all or part of any Job, the Consultant shall procure that the Sub-Contractor signs an agreement with the Contractor substantially in the terms of this Agreement save that the Company shall have no obligation to pay the Sub-Contractor for any work performed by such Sub-Contractor in relation to a Job.

5.6                For the avoidance of doubt, the Company shall have no obligation to make any payment to the Sub-Contractor including without limitation any fees due to the Sub-Contractor from the Contractor for any work performed by the Sub-Contractor in relation to any Job and any taxes that may be assessed in relation to the Sub-Contractor’s work on any Job.

5.7                The Company may in its sole and absolute discretion and without giving a reason withdraw its approval of any Sub-Contractor and/or its consent for such Sub-Contractor to work on any Job. In such circumstances, the Consultant shall procure that the Sub-Contractor immediately ceases to work on the relevant Job(s).

5.8               Where an approved Sub-Contractor performs all or part of a Job, the Contractor shall at all times remain responsible for the quality and accuracy of the work performed by the Sub-Contractor, and for ensuring that any minimum performance criteria (as published  by the Company from time to time) are adhered to by the Sub-Contractor.

 

6.                  FEES AND PAYMENTS

6.1                The fee for every Job shall be as stated on the Job Board or in email invitations or Purchase Orders.

6.2               Notwithstanding clause 2.3, there is no obligation on the Consultant to take on a Job.

6.3                On, or before the 21st day of each month during the Engagement the Contractor shall submit by email to the Company an invoice giving details of the Services provided during the previous calendar month and the fees payable for the performance of such Services (plus VAT if applicable).  All fees submitted must relate to Jobs which have passed the Company’s quality checks as set out herein.

6.4                In consideration of the provision of the Services during the Engagement, the Company shall pay each invoice submitted by the Contractor in accordance with clause 6.1 within 7 - 10 Business Days of receipt, except otherwise indicated.

6.5                The Company shall be entitled to require that the Consultant to amend any invoice to reflect a deduction from the fees due for any Deadline Penalty (as defined below) or other permitted deductions set out in this agreement and the Consultant shall modify the invoice accordingly.

6.6                The Company reserves the right to withhold payments to the Consultant, where in its sole and absolute discretion, the Services provided by the Consultant are unsatisfactory and any Job may need to be refunded.

6.7               Payment in full or in part of the fees claimed by the Consultant under this clause 6 or any expenses shall be without prejudice to any claims or rights of the Company or any Group Company against the Consultant in respect of the provision of the Services.

6.8                The Company shall be entitled to deduct from the fees (and any other sums due to the Consultant) any sums that the Consultant may owe to the Company or any Group Company from time to time.

6.9               Payment in full or in part of the fees claimed under clause 6.1 or any expenses shall be without prejudice to any claims or rights of the Company or any Group Company against the Consultant in respect of the provision of the Services.

 

7.                  EMPLOYEE AND CONSULTANT

7.1               Where the Consultant is also an employee of the Company:

(a)            he shall sign both this agreement and an employment agreement; and

(b)            where there are conflicting provisions between this agreement and his employment contract, the provisions in his employment contract shall govern and shall override the conflicting provisions in this agreement.

7.2                The Consultant shall not undertake any Job for the Company or its Clients, until he has received written confirmation from the Management that he has been classed as a “writer” by the Company and is permitted to undertake Jobs.

7.3               Unless prior written approval has been received from Management, no Consultant shall undertake a Job if he was also responsible for making the sale .

7.4               Consultants shall treat each Client equally and shall not offer preferential treatment (whether in relation to price, deadline or otherwise) to any consultant, writer, Client, employee, colleague, friend or family member without receipt of the prior written consent of Management.

7.5                No variation to a term of a Job shall be agreed with a Client without the prior written consent of Management.

7.6                If the Consultant is also employed by the Company, he shall not allow writing tasks to interfere with employee, contractor or subcontractor duties within the Company. Jobs can never be used as an excuse for failure to complete tasks or responsibilities arising from his employment. Extension on responsibilities may only be granted explicitly in writing by the Company or Management.

 

8.                  QUALITY

8.1                On acceptance of a Job:

(a)            the Consultant shall make sure that he is comfortable with the fee being paid, can meet the Deadline and can satisfy the Performance Standard (as defined below); and

(b)            agrees to complete the Job by the Deadline; and

(c)           warrants that the work undertaken in respect of the Job shall meet the Performance Standard (as defined below).

8.2                In performing a Job, the Consultant shall utilise the resources required by the Company and required to meet the requisite Performance Standard (which shall include without limitation academic journals, market reports and books when writing essays, reports or dissertations that require such references) and shall write each Job to the stipulated standard.

8.3                If for any reason, the Consultant feels that the Job description is insufficient or misleading, the Consultant may request approval from the Management to amend the Job description or write a note to the Client requesting appropriate clarification.

8.4                If amendments are required to the work which were not in the Job description, the Consultant shall be compensated for the additional time spent on the Job at a rate determined in the sole and absolute discretion of the Company.

8.5           If the Consultant’s work is reasonably deemed not to have met the Performance Standards and the Consultant is unable to amend the work for any reason, the Company reserves the right to have the Job completed by another Consultant in which case the Company shall deduct the new Consultant’s fee from any payments which would have been due to the Consultant. Any decision under this clause 8.5 may be challenged by the Consultant by notice in writing to the Management.

 

9.                   AMENDMENTS

9.1                The Consultant undertakes to perform all amendments requested by the Company or a Client within the period of 24 hours of receiving the amendments either from the Client of the Company. The Customer acknowledges and agrees that work performed by the Consultant in relation to a Job shall only be passed to the Client after the quality assurance team of the Company has reviewed and accepted the work.

9.2                If the Consultant submits work which fails to meet the Job description, and the Consultant is unable to amend the work within the required timeframe, the Company reserves the right not to pay the Consultant for the Job.

9.3                If the Consultant is unable to amend the work within the timeframe required, the Company reserves the right to subcontract any required amendments to another writer at the Consultant’s cost.

 

10.               DEADLINE

10.1            The Company reserves the right to:

(a)            deduct up to 50% of the fee (the “Deadline Penalty“) due to the Consultant for the Job if the Consultant fails to complete the Job by the Deadline;

(b)            remove the Consultant from a Job if he:

(i)              does not maintain adequate communication with the Company during the period in which the Job is meant to be being performed; and

(ii)            does not adequately demonstrate to the Company (in the reasonable opinion of Management) on request during the period in which he is meant to be performing the Job that the Job is being performed and will be completed prior to the Deadline.

10.2            The Consultant shall alert Management at the earliest opportunity if he foresees any problem with meeting the Deadline. Management shall be permitted in its sole and absolute discretion to extend the Deadline.

10.3            For the purposes of clause 10.1, if Management grant an extension to the Deadline, no penalty shall be imposed. If Management does not grant an extension to the Deadline, the Consultant shall remain obligated to complete the Job by the original Deadline.

10.4            No extension to a Deadline shall be valid unless the Consultant has received written confirmation of such extension from the Company.

10.5            The Consultant shall be solely responsible for getting the completed Job to the Client by the Deadline. The Consultant acknowledges and agrees that:

(a)            the first submission to the Company is the initial draft, which is subject to a quality review by the Company;

(b)            the initial draft may be returned to the Consultant for amendment.

(c)            all further drafts must be submitted to the Company for review and the final version is the version which the Company confirm is of an appropriate quality for submission to the Client. In order to meet the Deadline, the Consultant must submit the final version to the Client prior to the Deadline.

10.6            Any work considered incomplete in the opinion of the Company at the Deadline shall be classified as having missed the Deadline and shall be subject to the Deadline Penalty in accordance with clause 10.1.

 

12.               EXPENSES

The Consultant shall bear his own expenses incurred in the course of the Engagement.

 

13.               OTHER ACTIVITIES

13.1           Nothing in this agreement shall prevent the Contractor from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that:

(a)            such activity does not cause a breach of any of the Contractor’s obligations under this agreement;

(b)            not solicit or endeavour to entice away from the Company the business or custom of any Client with a view to providing goods or services to that Client in competition with the Business of the Company; or

 

13.2            For 12 months after the Termination Date, the Consultant shall

(a)            not solicit or endeavour to entice away from the Company the business or custom of any Client with whom he worked with a view to providing goods or services to that Client in competition with the Business of the Company; or

(b)            at any time after Termination, represent himself as being connected with the Company in any Capacity.

 

14.               CONFIDENTIAL INFORMATION

14.1            The Contractor acknowledges that in the course of the Engagement he will have access to Confidential Information. The Contractor has therefore agreed to accept the restrictions in this clause 14.

14.2             The Contractor shall not (except in the proper course of his duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party other than a Sub-Contractor approved pursuant to Clause 5.3 (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential Information or details of the terms of his Engagement, his pay, contract terms or conditions of work. This restriction does not apply to:

(a)            any use or disclosure authorised by the Company or required by law, regulation, or a governmental body or court of competent jurisdiction; or

(b)            any information which is already in, or comes into, the public domain otherwise than through the Contractor’s unauthorised disclosure.

14.3            The Contractor shall use his best endeavours to procure that any authorised recipient of Confidential Information does not disclose any Confidential Information to any third party other than:

(a)            as authorised by the Company or required by law, regulation, or a governmental body or court of competent jurisdiction’ or

(b)            where such information is already in, or comes into, the public domain otherwise than through the Contractor or Sub-Contractor’s unauthorised disclosure.

14.4            At any stage during the Engagement, the Contractor shall promptly on request return all and any Company Property in his possession to the Company.

14.5            The Contractor shall not (and shall procure that any Sub-Contractor shall not) disclose the existence of this agreement to any third party or use the registered name or any trading name of the Company in any promotional or advertising material without the prior written consent of the Management.

 

15.               DATA PROTECTION

15.1            The Contractor consents to the Company and any Group Company holding and processing data relating to him for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” (as defined in the Data Protection Act 1998) relating to the Contractor including without limitation, as appropriate:

(a)            information about the Contractor’s physical or mental health or condition in order to monitor sickness absence;

(b)            the Contractor’s racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation;

(c)           information relating to any criminal proceedings in which the Contractor has been involved, for insurance purposes and in order to comply with legal requirements and obligations to third parties; and

(d)            the Contractors educational history.

15.2            The Contractor consents to the Company making such information available to any Group Company and those who provide products or services to the Company and any Group Company such as advisers, regulatory authorities, governmental or quasi governmental organisations and potential purchasers of the Company or the Group or any part of its business.

15.3            The Contractor consents to the transfer of such information to the Company’s and any Group Company’s business contacts outside the European Economic Area in order to further its or their business interests.

 

16.               INTELLECTUAL PROPERTY

16.1            The Contractor hereby assigns to the Company all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this agreement, the Contractor holds legal title in these rights and inventions on trust for the Company.

16.2            The Contractor undertakes:

(a)            to notify to the Company in writing full details of any Inventions promptly on their creation;

(b)            to keep confidential details of all Inventions;

(c)            whenever requested to do so by the Company and in any event on the termination of the Engagement, promptly to deliver to the Company all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in his possession, custody or power;

(d)            not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by The Company; and

(e)            to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Company.

16.3            The Contractor warrants to the Company that:

(a)            he has not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;

(b)            he is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and

(c)            the use of the Works or the Intellectual Property Rights in the Works by the Company will not infringe the rights of any third party.

16.4            The Contractor agrees to indemnify the Company and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Company, or for which the Company may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Contractor of the Company during the course of providing the Services.

16.5            The Contractor waives any moral rights in the Works to which he is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes the Contractor’s moral rights.

16.6            The Contractor acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this agreement are due or may become due to the Contractor in respect of the performance of his obligations under this clause 16.

16.7            The Contractor undertakes, at the expense of the Company, at any time either during or after the Engagement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Company or Management, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Company and to defend the Company against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and the Inventions.

16.8            The Contractor hereby irrevocably appoints the Company to be his attorney to execute and do any such instrument or thing and generally to use his name for the purpose of giving the Company or its nominee the benefit of this clause 17 and acknowledges in favour of a third party that a certificate in writing signed by any director or the secretary of the Company that any instrument or act falls within the authority conferred by this clause 16 shall be conclusive evidence that this is the case.

16.9            For the avoidance of doubt. the Intellectual Property Rights in any content, documents or systems created for or by the Company which directly relate to the Company, the Business of the Company and the Service shall at all times belong to the Company.

16.10         All working tools (including but not limited to writing standards, email templates, Client notes, sales or marketing strategy, or any other documents or guides) given to the Company by the Contractor, or created by the Contractor during his Engagement with the Company shall represent the intellectual property of the Company. Such working tools may not be copied, sold or used for any reason other than performance of the Services to Clients on behalf of the Company.

 

17.               COMPANY PROPERTY

17.1            All Company Property shall at all times remain the property of the Company.

17.2            All Company Property provided to the Contractor during the Engagement shall be used exclusively for providing the Services to Client on behalf of the Company. For the avoidance of doubt, any material use of the Company Property for any other reason shall constitute a material breach of this agreement which shall entitle the Company to terminate this agreement immediately without notice pursuant to clause 18.1.

17.3            The Contractor may not sell, transfer or gift (or procure or permit any other person to sell, transfes or gift) any Company Property to any third party.

 

18.               TERMINATION

18.1           Notwithstanding the provisions of clause 2.2, the Company may terminate the Engagement with immediate effect with no liability to make any further payment to the Contractor (other than in respect of amounts accrued before the Termination Date) if at any time the Contractor:

(a)            commits any gross misconduct affecting the Business of the Company or any Group Company;

(b)            commits any breach of Clauses 5.1 and 17.2;

(c)           provides a false transcript, proof of identity, address, or certificate, or CV containing material inaccuracies;

(d)            commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Company;

(e)            is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);

(f)             is in the reasonable opinion of the Management negligent or incompetent in the performance of the Services;

(g)            is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984;

(h)            commits any fraud or dishonesty or acts in any manner which in the opinion of the Company or Management brings or is likely to bring the Contractor or the Company or any Group Company into disrepute or is materially adverse to the interests of the Company or any Group Company.

18.2            The rights of the Company under this clause 18 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this agreement on the part of the Contractor as having brought the agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver of these rights.

18.3            The Contractor shall not be permitted to terminate this agreement pursuant to Clause 2.3(b) unless all Jobs allocated to the Contractor have been completed.

18.4            The Company reserves the right to withhold payment of any sums due to the Contractor if the Contractor purports to terminate this agreement other than in accordance with clause 18.3.

 

19.               OBLIGATIONS ON TERMINATION

On the Termination Date the Contractor shall:

(a)           immediately deliver to the Company all Company Property in his possession or under his control;

(b)           irretrievably delete any information relating to the Business of the Company or any Group Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control outside the premises of the Company; and

(c)            provide a signed statement that he has complied fully with his obligations under this clause 19.

 

20.               STATUS

20.1            The relationship of the Contractor to the Company will be that of independent contractor and nothing in this agreement shall render him an employee, worker, agent or partner of the Company and the Contractor shall not hold himself out as such.

20.2            This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Contractor shall be fully responsible for and shall indemnify the Company or any Group Company for and in respect of:

(a)            any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Contractor shall further indemnify the Company against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the Company’s negligence or willful default;

(b)            any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Contractor or any Substitute against the Company arising out of or in connection with the provision of the Services.

 

21.               NOTICES

21.1            Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by sending it via email to the email address notified by the relevant party to the other party. Any such notice shall be deemed to have been received 24 hours from the time it was sent.

21.2            In proving such service it shall be sufficient to prove that the notice was transmitted by email to the email address of the relevant party.

 

22.               VARIATION

No variation of this agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.

 

23.               COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.

 

24.               ENTIRE AGREEMENT AND PREVIOUS CONTRACTS

24.1            Each party on behalf of itself (and, in the case of the Company, as agent for any Group Companies) acknowledges and agrees with the other party (the Company acting on behalf of itself and as agent for each Group Company) that:

(a)            this agreement together with any documents referred to in it constitutes the entire agreement and understanding between the Consultant and the Company and any Group Company and supersedes any previous arrangement, understanding or agreement between them relating to the Engagement (which shall be deemed to have been terminated by mutual consent);

(b)            in entering into this agreement neither party nor any Group Company has relied on any Pre-Contractual Statement; and

(c)            each party agrees that the only rights and remedies available to it or arising out of or in connection with any Pre-Contractual Statement shall be for breach of contract. Nothing in this agreement shall, however, limit or exclude any liability for fraud.

 

25.               THIRD PARTY RIGHTS

25.1            Except as expressly provided elsewhere in this agreement a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party which exists, or is available, apart from under that Act.

25.2            The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.

 

26.               GOVERNING LAW AND JURISDICTION

26.1            This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

26.2            The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

 

27.               Entry into this agreement

27.1            By providing Services to the Company, you agree to be bound by the provisions of this agreement as does the Company.

27.2            For the purposes of identifying the date on which you entered into this agreement, such date shall be the date on which you first provided Services to the Company