Each “a Party” and together “the Parties”
(A) The Contractor has agreed to provide services to the Employer following the Employer’s advertisement on the Tech Deck platform (“the Projects”).
(B) Nothing in this Agreement is intended to or should be deemed to create a partnership, joint venture or a relationship of employer and employee between the Employer and the Contractor or any of the Contractor’s employees or subcontractors.
(C) The scope of the Projects is entirely set out in the attached schedule of works at Schedule 1 to this agreement.
(D) If the Contractor does undertake the Projects under the terms of this Agreement, the parties have agreed that those services should be provided exclusively on the terms set out in this Agreement in accordance with the rules provided for by the Tech Deck platform.
1. Previous agreements
1.1 This Agreement document contains the entire and only agreement and will govern the relationship between the Employer and the Contractor from the commencement date in substitution for all previous agreements and arrangements whether written, verbal or implied between the Employer and the Contractor relating to the services of the Contractor all of which will be deemed to have terminated by consent with the effect from the commencement date.
1.2 The Contractor and the Employer acknowledge that in entering into this Agreement neither has relied on any representation or undertaking by the other whether verbal or in writing except as expressly incorporated in this Agreement. The Employer will not be liable for any misrepresentation by it before the commencement date made innocently or negligently and any remedy of the Contractor in respect of any such representation which is untrue and made before the commencement date will be limited to damages for breach of contract.
1.3 The Contractor warrants that in performing the terms of the Agreement, the Contractor will not infringe the right of or breach any obligations to a third party.
2. Commencement and Length of Provision
2.1 The arrangement shall commence from the date of this Agreement and then when required and shall continue until further notice subject to prior termination by either the Employer or the Contractor giving the other not less than 1 month’s notice in writing.
3. The Services
3.1 The Contractor shall provide the services to the Employer as described more properly in the attached schedule 1.
3.2 The Contractor warrants and confirms to have the necessary skills and experience to perform the services to the standard required by the Employer and agrees to abide by all applicable codes of conduct relating to the Contractor’s profession and if the Contractor is a limited company, that any employees of said Company shall have such skills and experience as set out herein.
4. Contractor’s obligations
4.1 The Contractor agrees to communicate with the Employer only by way of the communications channels provided on the Tech Deck platform and must comply with the following, which will include but may not be limited to:
4.1.1 Remain in contact with the Company at all times via the Tech Deck platform and/or any other means of communication agreed between the Parties that may be mutually convenient,
4.1.2 Provide a job report once the job is completed in no more than 48 hours after the completion, including time arrived on site and time left site, by way of the procedure contained on the Site and failing to do so will delay or invalidate any claim for payment
4.1.3 Refer to schedule 1 of this Agreement relating to the job and contact the appointed representative of the Employer detailed in the Scope of Works if in any doubt about the job
4.1.4 work to the best of his ability at all times and in the best interests of the Employer at all times,
4.1.5 if necessary for the provision of the services, work and co-operate with the Employer and its officers, employees and other personnel (including other contractors), and
4.1.6 observe and comply with the Employer’s rules, regulations and policies and any relevant legislation affecting or relating to the business of the Employer.
4.2 This Agreement is personal to the Contractor and the Contractor is not entitled to assign or subcontract any obligations under this Agreement to any third party or engage employees, agency or subcontractors without obtaining the Employer’s written permission in each case.
5. The Contractor’s fees and expenses
5.1 The fee for the work contained in schedule 1 shall be in accordance with the attached fee agreement contained at schedule 2 detailing the amount paid for the work to be undertaken and payment terms. The Contractor expressly acknowledges that it has a responsibility to ensure that all fees are communicated with Tech Deck so that fees payable to Tech Deck are covered.
5.2 Without prejudice to its other rights and remedies, the Employer reserves the right to make no payment, or to make part payment, in respect of any services of a standard below that which the Employer may reasonably expect (as a result of negligence or breach of duty in the Contractor’s performance of the services) having been warned by the Employer and the situation not being remedied within 7 days.
6. Tax contributions
6.1 The Contractor and the Employer acknowledge that it is intended that the Contractor is a self-employed person. Nothing in this Agreement shall render the Contractor an employee, agent or partner of the Employer, and the Contractor shall not represent as such to anyone. (It is essential that the Contractor shall have all necessary professional indemnity insurance in place and the Employer will at no time be responsible for provision of the same.)
6.2 As a self-employed person, the Contractor is not entitled to any benefits provided to the Employer’s employees, including (but not limited to):
– paid holidays,
– sick pay,
– any other benefits provided by the Employer to its employees.
6.3 The Contractor will be solely liable for the payment of any income tax, VAT, National Insurance contributions and all other taxes, liabilities, charges and duties payable on any fees or expenses paid to the Contractor by the Employer arising in consequence of this Agreement.
6.4 If necessary, the Contractor will register for VAT purposes and, if the Contractor does so, will supply the Employer with satisfactory evidence of registration.
6.5 The Contractor agrees to indemnify the Employer on a continuing basis against all such liabilities, including any interest, penalties, reasonable costs and expenses which the Employer may incur in respect of the Contractor’s obligations to the relevant authorities.
7. Facilities and Equipment
7.1 If the Contractor has access to any facilities or equipment belonging to the Employer, the Contractor shall return all such items upon request or upon termination of the Agreement. Such items shall include but shall not be limited to books, documents, papers (including copies), data, customer lists, supplier lists, computer equipment, disks, and any other property that belongs to the Employer.
7.2 Where any confidential information or other information is in the Contractor’s possession or control in electronic form, the Contractor shall return to the Employer any magnetic media containing such information and delete it from any storage device (such as the hard drive of a personal computer) possessed or controlled by the Contractor, and will confirm such deletion in writing within 7 days of the request to do so or of the date of termination of this Agreement, whichever is the earliest.
8. Confidential Information
8.1 The Contractor agrees not to use, divulge or communicate to any person any trade secrets or other secret or confidential, technical or commercially sensitive information of the Employer, its officers, shareholders, clients or suppliers whenever received or obtained by him and in whatever capacity without the Employer’s prior written consent. This restriction will continue to apply after the termination of this Agreement without limit in time but will cease to apply to information which may come into the public domain otherwise than through unauthorised disclosure by the Contractor.
8.2 For the purpose of clause 8.1 and by way of illustration and not limitation, information will prima facie be secret and confidential if it relates to:
– clients and details of their particular requirements,
– costs, profit margins, and other financial information,
– marketing strategies and tactics,
– current activities, and current and future plans relating to all or any of development, production or sales including the timing of all or any such matters,
– the development of new products or service,
– production or design secrets, or
– technical design or specifications of the Employer’s products or services.
9. Status and liability
9.1 Nothing in this agreement will render the Contractor or any of the Contractor’s employees, agents or subcontractors an employee, agent or partner of the Employer and the Contractor will not believe and represent as such and will procure that the Contractor’s employees, agents and subcontractors do not hold themselves as such.
9.2 The Contractor will not pledge the credit of the Employer, sign any document, enter into any agreement or make any promise on behalf of the Employer and will procure that none of the Contractor’s employees, agents, or subcontractors do so.
10. Early termination
10.1 Without prejudice to any other right or remedy the Employer may have against the Contractor, the Employer may terminate this Agreement immediately by written notice if the Contractor:
10.1.1 fails for any reason to perform the services when required to do so,
10.1.2 commits any material breach of the terms of this agreement (and whether the breach is capable of remedy, the Contractor fails to remedy such breach within 14 days after service of a written notice from the Employer specifying the breach and requiring it be remedied),
10.1.3 in the reasonable opinion of the Employer is negligent in the performance of the services and/or fails to perform the services to the Employer’s reasonable satisfaction and, having been warned by the Employer, fails to attain the required standard within 14 days,
10.1.4 becomes bankrupt or makes general composition with the creditors,
10.1.5 provides the Employer with any false or misleading information about the Contractor’s ability to perform the services or the Contractor’s status as a self-employed contractor,
10.1.6 does or fails to do anything which brings or might reasonably be expected to bring into disrepute the Employer, its officers, employees, clients or suppliers (including but not limited to committing an act of fraud or dishonesty whether or not connected with the provision of the services).
10.2 All rights, duties, obligations and liabilities of either party which arise by virtue of the terms of this Agreement which have accrued prior to termination shall continue to bind the parties following termination.
11. Data protection
11.1 For the purposes of the GDPR, the Contractor gives consent to the holding, processing and accessing of personal data provided by the Contractor to the Employer for all purposes relating to the performance of this Agreement including but not limited to transferring such personal data to a country or territory outside the European Economic Area in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Company’s rights under the GDPR.
11.2 The Contractor will ensure that the Contractor and any of the Contractor’s employees, agents and subcontractors comply with the GDPR and any codes of practice issued under it in relation to the holding, processing or accessing of information and personal data in the course of performing the agreed services relating to officers, employees, contractors, suppliers and clients of the Employer. The Contractor warrants that the Contractor is fully aware of all data protection and privacy obligations and has in place proper procedures to ensure that all such data is processed and stored in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Employer’s rights under the GDPR.
12.1 This Agreement will be governed by and interpreted in accordance with the law of England and Wales.
12.2 No variation of this agreement will be valid unless confirmed in writing and signed by or on behalf of both parties.
12.3 The parties to this Agreement submit to the exclusive jurisdiction of the English Courts in relation to any claim, dispute or matter arising out of or relating to this Agreement.
12.4 Any delay by the Employer in exercising any of its rights under this Agreement will not constitute a waiver of such rights.
This Agreement has been confirmed on behalf of the Employer and by the Contractor on the date set out at the beginning and by ticking the box below: