AGREEMENT WITH THE LIMITED COMPANY CONTRACTOR
TERMS OF ENGAGEMENT
OPT OUT VERSION
THIS AGREEMENT IS MADE ON THE.....................
BETWEEN
(1) MAXIMUS IT LIMITED (Maximus the Employment Business) of Ground Floor 107 Clifton Street London EC2A 4LG and ours refers to Maximus and all branch offices of Maximus. Maximus for the purposes of this agreement includes any subsidiary or associated company (as defined by s. 736 Companies Act 1985) of Maximus and
(2) (Consultancy). Being a limited company through which you provide your services.
RECITALS
a) The Consultancy carries on the business of the provision of consultancy services relating to all aspects of services specified in the attached schedule (the Consultancy Services).
b) The Employment Business has requested the Consultancy and the Consultancy has agreed with the Employment Business to provide the
Consultancy Services on the terms and subject to the conditions of this agreement (Agreement).
IT IS AGREED as follows
1 INTERPRETATION AND DEFINITIONS
1.1 Unless the context otherwise requires references to the singular include the plural.
1.2 The headings contained in the Agreement are for convenience only and do not affect their interpretation.
1.3 Assignment means the services which the Consultancy is engaged by the Employment Business to render to the Client.
Client means the person firm or corporate body together with any subsidiary client or associated company as defined by the Companies Act 1985 requiring the services of the Consultancy and identified in the attached schedule.
Conduct Regulations 2003 means the Conduct of Employment Agencies and Employment Businesses Regulations 2003
2 CONSULTANCY
2.1 The Consultancy’s obligation to provide the Consultancy Services shall be performed by such member or members of the Consultancys employees officers or representatives (Staff) as the Consultancy may consider appropriate subject to the prior approval of the Client. The Consultancy shall be entitled to assign or sub-contract the performance of the Consultancy Services provided that the Employment Business and the Client are reasonably satisfied that the assignee or sub-contractor has the required skills qualifications resources and personnel to provide the Consultancy Services to the required standard having regard in particular but without limitation to the Employment Business’s policy document entitled Contractor Etiquette available upon request and that the terms of any such assignment or sub-contract contain the same obligations imposed by this agreement and further that any person to whom the performance of the Consultancy Services has been assigned or sub-contracted has opted out of the Conduct Regulations 2003.
2.2 The schedule attached to this Agreement shall specify the Client the fee payable by the Employment Business and such expenses as may be agreed any notice period and any other relevant information.
2.3 Save as otherwise stated in this Agreement the Consultancy shall be entitled to supply its services to any third party during the term of this Agreement provided that this in no way compromises or is to the detriment of the supply of its services to the Client.
3 THE CONTRACT
3.1 This Agreement constitutes the contract between the Employment Business and the Consultancy and governs the Assignment undertaken by the Consultancy with the Client.
3.2 No variation or alteration of these terms shall be valid unless approved by the Employment Business and the Consultancy in writing.
4 UNDERTAKING OF THE CONSULTANCY
4.1 The Consultancy warrants to the Employment Business that by entering into and performing its obligations under this Agreement it will not thereby be in breach of any obligation which it owes to any third party.
4.2 The Consultancy warrants that its Staff have the necessary skills and qualifications to perform the Consultancy Services and that it will only supply staff to perform the Consultancy Services who have opted out of the Conduct Regulations 2003.
5 OBLIGATIONS OF THE CONSULTANCY
5.1 The Consultancy agrees on its own part and on behalf of its Staff as follows:
5.1.1 Not to engage in any conduct detrimental to the interests of the Employment Business or the Client which includes any conduct tending to bring the Employment Business or the Client into disrepute or which results in the loss of custom or business.
5.1.2 To comply with any statutory or other reasonable rules or obligations including but not limited to those relating to health and safety during the Assignment to the extent that they are reasonably applicable to them while performing the services and to take all reasonable steps to safeguard its own safety the safety of its Staff and the safety of any other person who may be affected by its actions on the Assignment.
5.1.3 To furnish the Client and/or the Employment Business with any progress reports as may be requested from time to time.
5.1.4 Not to sub-contract or assign to any third party any of the Consultancy Services which it is required to perform under the Assignment except in accordance with clause 2.1.
5.1.5 To notify the Employment Business forthwith in writing if it should become insolvent dissolved or subject to a winding up petition.
5.1.6 To provide at its own cost subject to any agreement to the contrary specified in the Schedule attached as to any facilities which may be made available by the Client all such necessary equipment as is reasonable for the adequate performance by the Staff of the Consultancy Services.
5.2 If the Consultancy is unable for any reason to perform the Consultancy Services during the course of an Assignment the Consultancy should inform the Employment Business by no later than 10.00am on the first day of incapacity.
5.3 The Consultancy shall have reasonable autonomy in relation to determining the method of performance of the Consultancy Services but in doing so it shall co-operate with the Client and comply with all reasonable and lawful instructions within the scope of the Assignment made by the Client.
5.4 Nothing in this Agreement shall render any member of the Consultancy’s Staff an employee of either the Employment Business or the Client. The Consultancy shall ensure that none of its Staff holds him or her self out as an employee of either the Employment Business or the Client.
5.5 The Consultancy shall bear the cost of any training which its Staff may require in order to perform the Consultancy Services.
6 INVOICING AND TIMESHEETS
6.1 The Consultancy upon request shall complete timesheets in a form acceptable to the Employment Business showing a detailed explanation of the work performed and time spent by the Consultancy in the provision of the Consultancy Services. Such timesheets must be authorized by the Employment Business prior to any payment under this Agreement being made.
6.2 Upon completion of the Assignment (or if agreed and specified in the Schedule attached to this agreement at the ending of each month of the Assignment) the Consultancy shall deliver to the Employment Business its invoice for the amount due from the Employment Business to the Consultancy. The Consultancy’s invoice should bear the Consultancys name company registration number and VAT number and should state any VAT due on the invoice.
6.3 The Consultancy shall obtain the signature of an authorised representative of the Client as verification of execution of the Assignment.
6.4 The Employment Business shall not be obliged to pay any fees to the Consultancy unless an invoice has been properly submitted by the Consultancy in accordance with sub-clause 6.1 of this Agreement and until the Client has verified the execution of the Assignment.
7 FEES
7.1 Providing always that there are no discrepancies between the invoice and the timesheets referred to above and subject to the receipt by the Employment Business of
a. the Consultancy’s completed authorized timesheets in accordance with clause 6.1 above
b. the Consultancy’s invoice referred to in clause 6.2 above and
c. the verification signature referred to in clause 6.3 above
the Consultancy will receive payment from the Employment Business for the Assignment in accordance with the fee specified in the Schedule attached plus VAT where appropriate within 14 days from receipt of authorised timesheets and invoices:
7.2 The Consultancy shall be responsible for any PAYE Income Tax and National Insurance Contributions and any other taxes and deductions payable in respect of its Staff and Assignment.
7.3 All payments will be made to the Consultancy.
7.4 If the Consultancy shall be unable for any reason to provide the Consultancy Services to the Employment Business no fee shall be payable by the Employment Business during any period that the Consultancy Services are not provided.
8 OBLIGATIONS OF THE EMPLOYMENT BUSINESS
8.1 Subject to the provisions of clause 7.4 above throughout the term of this Agreement the Employment Business shall pay the Consultancy the agreed fee in accordance with clause 7.1 above.
8.2 The Employment Business shall furnish the Consultancy with sufficient information about the Assignment in order for the Consultancy to arrange for the Consultancy Services to be carried out.
8.3 The Employment Business will advise the Consultancy of any health & safety information or advice which it receives from the Client which may affect the Consultancy’s Staff during the Assignment.
9 TERM OF THE AGREEMENT
9.1 This Agreement shall commence on and shall continue until completion of the Consultancy Services to the reasonable satisfaction of the Client at which time this Agreement shall expire automatically unless previously terminated by the Employment Business or the Consultancy giving the other party not less than the period of notice specified in the schedule attached.
9.2 Notwithstanding sub-clause 9.1 of this Agreement the Employment Business may without notice and without liability instruct the Consultancy to cease work on the Assignment at any time where:
9.2.1 The Consultancy has committed any serious or persistent breach of any of its obligations under this Agreement.
9.2.2 The Client reasonably believes that the Consultancy has not observed any condition of confidentiality applicable to the Consultancy from time to time or
9.2.3 For any reason the Consultancy proves unsatisfactory to the Client.
9.2.4 The Consultancy becomes insolvent dissolved or subject to a winding up petition.
9.2.5 Any member of the Consultancy’s staff is guilty of any fraud dishonesty or serious misconduct.
9.2.6 If performance of the Consultancy Services is prevented by the incapacity of the Staff and such incapacity continue for a period of more than 1 week and the Consultancy is unable to provide a replacement member of Staff acceptable to the Client for the duration of such incapacity.
9.3 Failure by the Consultancy to give notice of termination as required in the Schedule attached shall constitute a breach of contract and shall entitle the Employment Business to claim damages from the Consultancy for any resulting loss suffered by the Employment Business.
9.4 The Consultancy acknowledges that the continuation of the Assignment is subject to and conditioned by the continuation of the contract entered into between the Employment Business and the Client. In the event that the contract between the Employment Business and the Client is terminated for any reason the Assignment shall notwithstanding clause 9.1 above cease with immediate effect without liability to the Consultancy.
10 ACKNOWLEDGMENT
10.1 The Consultancy acknowledges that all copyright trademarks patents and other intellectual property rights deriving from services carried out by the Consultancy and its Staff and any third party to whom the Contract is assigned or sub-contracted for the Client during the Assignment shall belong to the Client. Accordingly the Consultancy shall (and shall procure that any relevant member of its Staff shall) execute all such documents and do all such acts as the Employment Business shall from time to time require in order to give effect to its rights pursuant to this clause.
11 CONFIDENTIALITY
11.1 In order to protect the confidentiality and trade secrets of any Client and the Employment Business and without prejudice to every other duty to keep secret all information given to it or gained in confidence the Consultancy agrees on its own part and on behalf of its Staff as follows.
a. not at any time whether during or after the Assignment (unless expressly so authorised by the Client or the Employment Business as a necessary part of the performance of its duties) to use or disclose to any person firm or company or to make use of any trade or business secrets or confidential information of the Client (including but not limited to [details of customers or suppliers terms of business business plans financial information sales and marketing information details of employees and officers and their remuneration and other benefits source codes passwords or other confidential matters relating to computer systems research and development projects intellectual property know-how plans for recruitment projects and/or expansion] and any information which the Consultancy and/or the Staff have been told is confidential or which has been obtained in circumstances in which the Client or Employment Business is subject to a duty of confidentiality in relation to that information). These obligations shall not apply to any information which may come into the public domain (otherwise than through unauthorised disclosure by the Consultancy the Staff or anyone on their behalf) or which the Consultancy or Staff are authorised by the Company to disclose or required to disclose by law
b. not at any time to make any copy abstract summary or précis (whether on paper computer memory disc or otherwise) of the whole or any part of any document or other material belonging to the Client except when required to do so in the course of its duties under the Assignment in which event any such item shall belong to the Client or the Employment Business as appropriate
c. not at any time to make any record (whether on paper computer memory disc or otherwise) relating to any matter within the scope of the business of the Employment Business or the Client or concerning any of their dealings or affairs and the Consultancy will not and will procure that the Staff will not (either during this agreement or after its termination) use or permit to be used any such records other than for the benefit of the Employment Business or the Client and
d. to deliver up to the Client or the Employment Business (as directed) at the ending of the Assignment all documents and other materials belonging to the Client (and all copies) which are in it possession including documents and other materials authored by it or the Staff during the course of the Assignment.
11.1 The Consultancy agrees to procure that each member of Staff involved in the provision of the Consultancy Services will in advance of carrying out any Consultancy Services expressly agree to the provisions of this clause by signing a letter in the form of words attached at Schedule 2.
11.1 Nothing in this agreement should limit or affect the provisions of the Public Interest Disclosure Act 1998.
12 RESTRICTION
12.1 The Consultancy shall not for a period of six months following the termination of the Assignment supply services similar to those being provided under this agreement directly or through any other person firm or company to any Client for whom it has carried out the Assignment at any time during the six month period immediately prior to the termination of the Assignment. Any such breach of contract shall entitle the Employment Business (without limitation) to claim damages from or seek injunctive relief against the Consultant.
13 COMPUTER EQUIPMENT WARRANTY
13.1 The Consultancy shall ensure that any computer equipment and associated software which is provides to its Staff for the purpose of providing the Consultancy Services contains adequate antivirus protection with the latest released upgrade from time to time.
14 RELATIONSHIP BETWEEN EMPLOYMENT BUSINESS AND CONSULTANCY
14.1 The Consultancy acknowledges to the Employment Business that its services are supplied to the Employment Business as an independent contractor and that accordingly the responsibility of complying with all statutory and legal requirements relating to the staff of the Consultancy including the payment of taxation and social security contributions shall fall upon and be discharged wholly and exclusively by the Consultancy. In the event that any person should seek to establish any liability or obligation upon the Employment Business on the grounds that any member of the Staff is an employee of the Employment Business or that their relationship with the Employment Business gives rise to a tax liability or social security obligation on the part of the Employment Business the Consultancy shall upon demand indemnify the Employment Business and keep it indemnified to the extent permitted by law in respect of any such liability or obligation and any related costs expenses or other losses which the Employment Business shall incur.
15 NOTICES
15.1 All notices which are required to be given hereunder shall be in writing and shall be sent to the registered office from time to time of the party upon whom the notice is to be served. Any such notice may be delivered personally or by first class prepaid post or facsimile transmission and shall be deemed to have been served if by hand when delivered if by first class post 48 hours and if by facsimile transmission when dispatched.
16 LIABILITY
16.1 The Consultancy shall be liable for any loss damage or injury to any party resulting from the negligent acts or omissions of its Staff or from the acts of omission of any assignee or subcontractor to whom the Consultancy assigns or subcontracts the performance of the Consultancy Services during an Assignment and shall upon demand indemnify and keep indemnified the Employment Business in relation to any such loss damage or injury.
16.2 The Consultancy shall procure and maintain adequate Employers Liability Insurance Public Liability Insurance Professional Indemnity insurance and any other suitable policies of insurance in respect of the Consultancy and its Staff during an Assignment and shall make a copy of the policies available to the Employment Business upon commencement.
16.3 The Consultancy shall be liable for any defects arising in relation to the Consultancy Services and shall rectify at its own cost such defects as may be capable of remedy within a reasonable period form notification of such defects by either the Employment Business or the Client.
17 GOVERNING LAW AND JURISDICTION
17.1 This Agreement shall be construed in accordance with the laws of England and Wales and all disputes claims or proceedings between the parties relating to the validity construction or performance of this Agreement shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
18 ILLEGALITY
18.1 If any provision or term of this Agreement shall become or be stated illegal invalid or unenforceable for any reason whatsoever including but without limitation by reason of the provisions of any legislation or other provisions having the force of law or by reason of any decision of any Court or other body or authority having jurisdiction over the parties of this Agreement such terms or provisions shall be divisible from this Agreement and shall be deemed to be removed from this Agreement provided always that if any such deletion substantially affects or alters the commercial basis of this Agreement the parties shall negotiate in good faith to amend the modify the provisions and terms of this Agreement as necessary or desirable in the circumstances.
19 DISCLAIMER
19.1 The Employment Business makes no representation nor does it accept any responsibly for ensuring that the terms of this contract are an accurate reflection of the relationship between the Client and the Consultancy. Furthermore the Employment Business accepts no labiality to indemnify the Consultancy for any losses expenses or liabilities incurred by the Consultancy whether by reason of tax or other statutory or contractual liability or any such liability to any third party arising from the Assignment.
SIGNED BY..................................................
For and on behalf of the Consultancy
SIGNED BY .................................................
For and on behalf of the Employment Business
SCHEDULE TO AGREEMENT DATED
Between.....................................................
EMPLOYMENT BUSINESS Maximus IT Limited of Ground Floor 107 Clifton Street London EC2A 4LG.
CONSULTANCY .........................................................
NATURE OF CONSULTANCY SERVICES: To work as a................................or any other work required by the client from time to time.
CLIENT.........................................................................
ADDRESS....................................................................
SITE ADDRESS if different........................................
CLIENT CONTACT.....................................................
CONTRACT TERM.....................................................
From (Commencement Date)..................... up to and including ................ subject to earlier termination under termination clauses in this agreement or for such further period as may be agreed (verbally or otherwise) from time to time by you and Maximus or until terminated in accordance with this agreement.
NOTICE TO TERMIINATE: By Company.....................................
By us.................................................
CONTRACT FEE PAYABLE.............................................................
AGREED DISBURSEMENTS...........................................................
INVOICING FREQUENCY....................................................................
FACILITIES/EQUIP PROVIDED By Client........................................
By Consultancy............................
PRIVACY STATEMENT
BY THIS DEED made the..................................................................
Please use BLOCK CAPITALS
I ....................................................
of ..................................................
HEREBY
1. Acknowledge and agree that:
1.1 in the course of my work as an employee Officer representative or sub-contractor of (the Consultancy) it is proposed that I shall carry out work (the Assignment) for (the Client) which the Consultancy has been requested to perform by Maximus IT Limited (the Employment Business)
1.2 in the course of such work I may become aware of trade secrets and Confidential Information which belong to the Client and/or the Employment Business.
1.3 for the purposes of this agreement Confidential Information shall mean in relation to the Client and the Employment Business information including but not limited to details of customers or suppliers terms of busines business plans financial information sales and marketing information details of employees and officers and their remuneration and other benefits source codes passwords or other confidential matters relating to computer systems research and development projects intellectual property know-how plans for recruitment projects and/or expansion and any information which the Consultancy and/or the Staff have been told is confidential or which has been obtained in circumstances in which the Client or Employment Business is subject to a duty of confidentiality in relation to that information provided always that these obligations shall not apply to any information which may come into the public domain (otherwise than through unauthorised disclosure by the Consultancy me or anyone on their behalf) or which the Consultancy or I am authorised by the Company to disclose or required to disclose by law.
2. Nothing in this agreement should limit or affect the provisions of the Public Interest Disclosure Act 1998.
3. Undertake that in order to protect the trade secrets and Confidential Information of the Client and without prejudice to every other duty to keep secret all information given to it or gained in confidence I agree as follows
a. not at any time whether during or after the Assignment (unless expressly so authorised by the Client or the Employment Business as a necessary part of the performance of my duties) to use or disclose to any person firm or company or to make use of any trade or business secrets or Confidential Information
b. not at any time to make any copy abstract summary or précis (whether on paper computer memory disc or otherwise) of the whole or any part of any document or other material belonging to the Client except when required to do so in the course of my duties under the Assignment in which event any such item shall belong to the Client or the Employment Business as appropriate
c. not at any time to make any record (whether on paper computer memory disc or otherwise) relating to any matter within the scope of the business of the Employment Business or the Client or concerning any of their dealings or affairs and I will not (either during the Assignment or after its termination) use or permit to be used any such records other than for the benefit of the Employment Business or the Client
d. to deliver up to the Client or the Employment Business (as directed) at the end of the Assignment all documents and other materials belonging to the Client (and all copies) which are in my possession including documents and other materials authored by me during the course of the Assignment.
I shall not for a period of six months following the termination of the Assignment provide services to the Client similar to those provided by the Consultancy during the six month period prior to the termination of the Assignment.
IN WITNESS THEREOF this agreement has been executed by me as a deed and is intended to be and is hereby delivered on the date first above written.
SIGNED AND DELIVERED................................................
as a DEED by .....................................................................
in the presence of
Signed of witness ...........................................................
Name of witness.............................................................
Address............................................................................
Occupation......................................................................