The Company Direct Consultancy Terms & Conditions of Purchase

Version date: 19 June 2018

1. About us

1.1 Company details. The company name, company number and registered office are set out in the Purchase Order.

1.2 Contacting us. To contact us telephone or e-mail the originator of and as set out in the Purchase Order. How to give us formal notice of any matter under the Contract is set out in clause 17.


2. Our contract with you

2.1 Our contract. These terms and conditions (Terms) apply to the Purchase Order entered into by you to supply consultancy services for the period set out in the Purchase Order. These Terms, the Purchase Order and any annexes attached to the Purchase Order constitute the contract (Contract). These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 Entire agreement. The Contract constitutes the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Language. These Terms and the Contract are made only in the English language.

2.4 Your copy. You should print a copy of these Terms for future reference.
                     

3. Definitions and interpretation

In these Terms, the following words and expressions shall have the following meanings where the context so requires:

Business Opportunities: any opportunities which the Representatives or you become aware of during the Engagement which relate to the business of the Company or which the Directors reasonably consider might be of benefit to the Company or any Group Company.

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

Commencement Date: the date of the Purchase Order.

Confidential Information: means any such information of whatever kind (whether commercial, technical, financial, operational or otherwise, whether communicated verbally, in writing or in any other form, and whether or not expressly stated to be confidential) (which is or has been supplied or made available to you by or on behalf of the Company or any Group Company at any time (whether made available before, on or after the date of this agreement) and or which you generate or obtain in connection with the Contract) and including but not limited to:

   (i) any information including customer profiles and previous customer research relating to any client or clients (whether or not identified by name) of any Group Company or of any third party with whom any Group Company has any contract, agreement, arrangement or business relationship;

   (ii)    any information relating to any processes, systems, procedures, schemes, computer hardware, computer software or facilities used by any Group Company or by any insurance company or underwriter for the arrangement, sale and/or administration of any insurance product and/or the management, handling and/or conduct of any insurance claim (including but not limited to details of any agreement or arrangement between any Group Company and any insurance company or underwriter and/or of any processes, systems and procedures relevant to the operation of any such agreement or arrangement);

   (iii) any information relating to any computer systems, operating systems, computer hardware or computer software used by any Group Company, or held on any such computer system;.

   (iv) any information belonging to any insurance company, underwriter or other third party with whom any Group Company has any contract, agreement, arrangement or business relationship;

   (v) any other information relating to the businesses, operations, affairs, finances, dealings, employees, customers, suppliers or business partners of any Group Company or to any contract, agreement, arrangement or business relationship to which any Group Company is party including specifically, but not exclusively, information relating to business strategy and development plans, marketing strategy and plans and media schedules which is disclosed or made available, or procured to be disclosed or made available by the Company to you for the purposes of this Contract;

   (vi)    any information relating to the existence of any discussions or negotiations between you and any Group Company in relation to the Contract;

   (vii) any documents, content, images, brands, domain names, software, data, databases, information or materials created and/or delivered by you or acquired by you from time to time in connection with the Contract; and

   (viii) any modification (whether authorised or otherwise) made to any of the information mentioned in this definition by you or any person to whom you have disclosed that information.

Directors: collectively the managing directors and commercial directors of the Company and any other person holding the title of director or associate director within the Company.

Engagement: the engagement of you by the Company on the terms of the Contract.

Group Company: the Company, any company of which it is a Subsidiary (its holding company) and any Subsidiaries of the Company or of any such holding company.

Insurance Policies: professional indemnity or other commercial general liability insurance cover and public liability insurance cover.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, 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 you or the Representatives in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.

Letter: the Non-Disclosure Agreement (NDA), Data Protection Agreement (DPA) and/or Intellectual Property Letter (IPR) entered into by any of the Representatives performing Services under the Contract. 

Representatives:  any of your suitably qualified supervised and supervising staff that may provide support as and when necessary, including any Substitute. 

Services:  the services described in the Purchase Order and such other services as the Company may reasonably request from time to time.

Subsidiary: in relation to a company (a holding company) means a subsidiary (as defined in section 1159 of the Companies Act 2006) and any other company which is a subsidiary (as so defined) of a company which is itself a subsidiary of such holding company.

Substitute: means a substitute for the person named in the definition of Representatives above appointed under clause 5.5 of these Terms.

Termination Date: the date set out in the Purchase Order.

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

The headings in these Terms are inserted for convenience only and shall not affect its construction.

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.

Any reference to the singular shall include the plural and vice versa.

A reference to one gender includes a reference to the other gender.

 

4. Term of engagement

4.1 The Company shall engage you and you shall make available the Representatives to provide the Services on the terms of the Contract.

4.2 The Engagement shall commence on the Commencement Date and shall continue until the Termination Date unless otherwise terminated:
   
   4.2.1 as provided by the terms of the Contract; or

   4.2.2 by either party giving to the other not less than 1 month's prior written notice.

5. Duties

5.1 During the Engagement you shall and will procure that the Representatives shall:

   5.1.1 provide the Services with all due care, skill and ability and use their best endeavours to promote the interests of the Company;

   5.1.2 unless prevented by ill health or accident, devote such time each week as set out in the Purchase Order to carrying out the Services together with such additional time if any as may be necessary for their proper performance (the dates and times at which the Representatives shall attend the premises of the Company shall be agreed in advance between the parties);

   5.1.3 promptly give to the Directors all such information and reports as they may reasonably require in connection with matters relating to the provision of the Services or the business of the Company;

   5.1.4 in the performance of the Services, promptly observe and comply with all lawful and reasonable requests which the Directors, the Company or any Group Company may make; 

   5.1.5 perform your or their duties under the Contract in accordance with the applicable time limits set out by the Company;

   5.1.6 if applicable, execute and provide to the Company the Letter (for the avoidance of doubt, you and/or the Representatives' compliance with this clause shall not affect the obligations of both you and the Representatives under clauses 9, 10 and 11 of these Terms or any other clauses of these Terms); and

   5.1.7 at all times act in good faith and in the best interests of the Company and any Group Company.

5.2 You shall use reasonable endeavours to ensure that the Representatives are available at all times on reasonable notice to provide such assistance or information as the Company may require.

5.3 You shall carry out the following background checks at your own expense (or as agreed between the parties) on any Representatives supplied under the terms of Contract:

   (i) Basic Disclosure and Barring Services checks (DBS) (which must be no older than 3 months);

   (ii) Credit Enquiry with Electoral Roll & ID Verification

   (iii) Credential Verification

   (iv) 3 years employment referencing with 28 day gap verification and document collection;

   (v) Public Safety Verification/Sanctions;

   (vi) Right To Work Document Verification 

FCA Approved Person's roles will require additional checks:

   (i) Standard Disclosure and Barring Services checks (DBS) (which must be no older than 3 months);

   (ii) Statutory Director Checks

   (iii) 6 years employment referencing with 28 day gap verification and document collection;

   (iv) Adverse Media Search

and shall provide copies of the completed checks to BGL prior to the commencement of the Services. BGL may at any time request the original documents to evidence completion of the checks. 

5.4 You shall comply and shall procure that the Representatives comply with the Company's policies on Health and Safety, Information Security, Physical Security, Anti-bribery and Corruption, Anti-Financial Crime, Conflicts of Interest, Treating Customers Fairly, Dignity at Work and Data Protection (all as may be updated from time to time).

5.5 You may, with the prior written approval of the Company and subject to the following proviso, appoint a suitably qualified and skilled Substitute to perform the Services provided that, where requested by the Company, the Substitute shall be required to enter into direct undertakings with the Company, including with regard to, but not limited to, confidentiality. If the Company accepts the Substitute, you shall continue to invoice the Company in accordance with clause 6 of these Terms and shall be responsible for paying the fees of the Substitute.  If, at any time, the Company is dissatisfied with the performance of the Substitute the Company shall notify you and you will be given the opportunity to offer a replacement forthwith provided that the provision of the Services is not compromised.

5.6 Unless specifically authorised to do so by the Company in writing, neither you nor the Representatives shall:

   5.6.1 have any authority to incur any expenditure in the name of or for the account of either the Company or any Group Company; or

   5.6.2 hold themselves out as having authority to bind either the Company or any Group Company.

5.7 You shall comply and shall procure that the Representatives comply with all reasonable standards of safety and comply with the Company's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Company any unsafe working conditions or practices.

5.8 You undertake to the Company that during the Engagement you shall, and shall procure that the Representatives shall, take all reasonable steps to offer (or cause to be offered) to the Company any Business Opportunities as soon as practicable after the same shall have come to your or their knowledge and in any event before the same shall have been offered by you or the Representatives (or caused by you or the Representatives to be offered) to any other party provided that nothing in this clause shall require you or the Representatives to disclose any Business Opportunities to the Company if to do so would result in a breach by you or the Representatives of any obligation of confidentiality or of any fiduciary duty owed by you to any other person, firm or company. 

5.9 You may use another person, firm or company to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:

   5.9.1 the Company will not be liable to bear the cost of such functions; and

   5.9.2 you procure that such third party is bound by obligations of confidentiality no less onerous than are contained in the Contract.

6. Fees

6.1 In consideration of the provision of the Services during the Engagement, the Company shall (subject to clause 6.6), within 30 days of receipt of an invoice submitted in accordance with clause 6.2, pay to you the fee set out in the Purchase Order (Fee), such Fee to be payable by bank transfer.

6.2 On the last working day of each month during the Engagement you shall submit to the Company an invoice which gives details of the Fee payable plus VAT for such Services during that month.

6.3 You shall be solely responsible for accounting to HM Revenue and Customs for all VAT charged on all Fees payable to you by the Company.

6.4 The Company shall be entitled to deduct from the Fee (and any other sums) due to you any sums that you and/or the Representatives may owe to the Company or any Group Company at any time.

6.5 In the event that the Company fails to make any payment when due to you, you may charge interest on the unpaid amount at the rate of 2% above the Bank of England base rate, accruing on a daily basis and being compounded quarterly, incurring from the due date for payment until payment is made.

6.6 In the event that the Company disputes an invoice the Company shall, as soon as reasonably practicable, notify you. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Company shall be entitled to withhold payment of the disputed invoice pending resolution of the dispute between the parties. For the avoidance of doubt, where only part of an invoice is in dispute, the Company shall be entitled to withhold payment of that part of the invoice which is in dispute but shall otherwise pay the undisputed part of such invoice to you in accordance with these Terms. Your obligations to supply the Services under the Contract shall not be affected by any payment dispute.

6.7 Neither the Company nor any Group Company shall be liable to account to you for any fees or charges save those which are properly due and payable in accordance with the Contract, and only following receipt of an invoice properly rendered in accordance with this clause 6. 

7. Expenses

7.1 The Fee specified in clause 6.1 includes all out of pocket expenses including, but not limited to, travel, subsistence and accommodation incurred by you or the Representatives in the performance of their obligations under this Contract.

8. Other activities

8.1 You acknowledge that in the course of performance of the Contract both you and the Representatives will have access to information of value to competitors of the Company and its Group Companies and may develop personal knowledge of, and influence over, actual and prospective employees, customers, suppliers and business partners of the same and you accordingly agree and undertake to ensure that neither you nor the Representatives will at any time while the Contract remains in force or within 12 months following its termination: solicit or seek to solicit any person (including an employee of the Company or Group Company), firm or company to terminate or alter any arrangement or contractual relationship to which the Company and its Group Companies is party.

8.2 You agree and undertake to ensure that neither you nor the Representatives will make any disparaging remarks or comments (whether written or verbal) about the Company and its Group Companies or any of the Directors, or any of the consultants, managers or employees of the Company and its Group Companies at any time either during or after the termination of the Contract.

8.3 Nothing in the Contract shall prevent you 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:
   
   8.3.1 such activity does not cause a breach of any of your obligations under the Contract; and
   
   8.3.2 you shall not (and procure that the Representatives shall not) engage in any such activity if it relates to a business which is similar to or in any way competitive with the business of the Company and/or any Group Company without the prior written consent of the Company; and

   8.3.3 you shall (and shall procure that the Representatives shall) give priority to the provision of Services to the Company over any other business activities taken on by you during the course of the Engagement.

9. Confidential information and Company property

9.1 You acknowledge that in the course of the Engagement you and/or the Representatives will have access to Confidential Information. You have therefore agreed to accept the restrictions in this clause 9.

9.2 You shall not and shall procure that the Representatives shall not (except in the proper course of their duties) either during the Engagement or at any time after the Termination Date, use or disclose to any person, firm or company (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:

   9.2.1 any use or disclosure authorised by the Company or required by law; or

   9.2.2 any information which is already in, or comes into, the public domain otherwise than through you and/or the Representatives' unauthorised disclosure.

9.3 If required to do so, you will procure that any Representatives enter into a direct confidentiality undertaking in such form as the Company may reasonably specify.

9.4 All documents, manuals, hardware and software provided for you and/or the Representatives' use by the Company, and any data or documents (including copies) produced, maintained or stored on the Company's computer systems or other electronic equipment (including mobile phones provided by the Company), remain the property of the Company and you shall promptly upon request return to the Company any Company property in your or the Representatives' possession. 

10. Data protection

10.1 For the purposes of this clause the following terms shall have the following definitions:

   10.1.1 “Customer Data” means any and all Personal Data or other data (including customer data) which is supplied by or on behalf of the Company or any Group Company to you or which is obtained by you in connection with the Contract at any time, whether before, on, or after the date of the Contract;

   10.1.2 “Data Protection Legislation” means i) the Data Protection Act 1998; ii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; iii) from 25 May 2018 the General Data Protection Regulation (EU 2016/679) and any legislation implemented in connection with the General Data Protection Regulation; iv) any data protection legislation coming into force as a result of the United Kingdom leaving the European Union and v) any replacement legislation in respect of any of the same coming into effect from time to time and in each case as amended, extended or superseded from time to time; 

   10.1.3 “Personal Data” has the meaning given to that term in the Data Protection Legislation in force from time to time. 

10.2 You consent, and have obtained the Representatives’ consent, to the Company and any Group Company holding and processing data relating to both you and them for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” (as defined in the Data Protection Legislation) relating to the Representatives including (without limitation):

   10.2.1 information about the Representatives' physical or mental health or condition in order to monitor sick leave and take decisions as to the Representatives' fitness for work; 

   10.2.2 the Representatives' racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; and

   10.2.3 information relating to any criminal proceedings in which the Representatives have been involved, for insurance purposes and in order to comply with legal requirements and obligations to third parties. 

10.3 You consent, and shall procure that the Representatives consent, to the Company making such information available to any Group Company, 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 any part of its business.

10.4 You consent (and shall procure that the Representatives consent) 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 their business interests.

10.5 You shall comply (and procure that the Representatives shall comply) where appropriate with the Company's data protection policy and relevant provisions under the Data Protection Legislation and associated codes of practice or guidance when processing personal data relating to an employee, worker, customer, client, supplier or agent of the Company. 

10.6 To the extent that you process Customer Data on behalf of the Company or any Group Company in connection with the Contract, you shall:

   10.6.1 comply with the instructions of the relevant Group Companies in connection with the processing of Customer Data;

   10.6.2 solely process the Customer Data for the purposes of fulfilling your obligations in connection with the Contract and/or in accordance with any instructions of the Company from time to time; 

   10.6.3 keep a record of any processing of Customer Data you carry out on behalf of the relevant Group Company;

   10.6.4 take appropriate technical and organisational measures against unauthorised or unlawful processing of Customer Data and against accidental loss or destruction of, or damage to, Customer Data taking into account the harm that might result from such unauthorised or unlawful processing, loss, destruction or damage and the nature of the Customer Data to be protected; 

   10.6.5 not transfer any Customer Data outside the countries of the European Economic Area without the prior written consent of the relevant Group Company and in any case without ensuring that the recipient of the Customer Data ensures an adequate level of protection of personal data;

   10.6.6 notify the relevant Group Company immediately if you receive any complaint, notice or communication which relates directly or indirectly to the processing of the Customer Data or to your compliance with the Data Protection Legislation and provide full co-operation and assistance in relation to any such complaint, notice or communication; and

   10.6.7 Upon request you shall allow the Company and its representatives access to your premises, records and personnel for the purposes of assessing your compliance with this clause 10.

11. Intellectual property

11.1 You hereby assign, and procure that the Representatives hereby assign, to the Company all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying such rights to the fullest extent permitted by law. Insofar as they do not so vest automatically by operation of law or under the Contract, you and the Representatives hold legal title in such rights and inventions on trust for the Company.

11.2 You undertake:

   11.2.1 to notify to the Company in writing full details of any Works and Inventions promptly on their creation;

   11.2.2 to keep confidential details of all Inventions;

   11.2.3 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 the possession, custody or power of either you or the Representatives;

   11.2.4 not to (and to procure that the Representatives do not) 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

   11.2.5 to do and procure that the Representatives carry out 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.

11.3 You warrant to the Company that:

   11.3.1 neither you nor the Representatives have given and they will not give permission, whether written or oral, to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;

   11.3.2 you are unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and

   11.3.3 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.

11.4 You waive, and shall procure that the Representatives shall waive, any moral rights in the Works to which you or they are 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 agree 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 either your or the Representatives moral rights.

11.5 You acknowledge that no further fees or compensation other than those provided for in the Contract are due or may become due to you in respect of the performance of your obligations under this clause 11.

11.6 You undertake to and shall procure that the Representatives shall, at the expense of the Company, at any time either during or after the Engagement, execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Company, be necessary or desirable to vest the Intellectual Property Rights in the Works in, and to register them in, the name of the Company or its nominee and to defend the Company or its nominee against claims that the Works or the Inventions and/or the Intellectual Property Rights in the Works and/or the Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and the Inventions.

12. Insurance and liability 

12.1 You shall be liable for any loss, liability or costs (including reasonable legal costs) damages or expenses incurred by the Company or any Group Company in connection with the provision of the Services and shall accordingly maintain in force during the Engagement full and comprehensive Insurance Policies in respect of the provision of the Services.

12.2 You shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to the Company and that the level of cover and other terms of insurance are acceptable to and agreed by the Company.

12.3 You shall on request supply to the Company copies of such Insurance Policies and evidence that the relevant premiums have been paid.

12.4 You shall notify the insurers of the Company's interest and shall cause such interest to be noted on the Insurance Policies together with a provision to the effect that, if any claim is brought or made by the Company against you in respect of which you would be entitled to receive indemnity under any of the Insurance Policies, the relevant insurer will indemnify the Company directly against such claim and any charges, costs and expenses in respect of such claim. If the relevant insurer does not so indemnify the Company, you shall use all insurance monies received by you to indemnify the Company in respect of any claim and shall make good any deficiency from your own resources.

12.5 You shall comply (and shall procure that the Representatives comply) with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if you are aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, you shall notify the Company without delay.

12.6 Save as provided in clause 12.7 below, the aggregate liability (inclusive of interest and legal and other costs) of each party in respect of all claims arising under or in connection with the Contract (whether by reason of any negligence by the Company, any Group Company or any of its employees or agents, any non-fraudulent misrepresentation or any breach of the Agreement) shall not in any event exceed 100% of the Fees paid by the Company to you in the 12 months immediately preceding the date of the claim.

12.7 The liabilities of:-

   12.7.1 either party arising from death or personal injury resulting from their negligence or any fraudulent acts or omissions; and

   12.7.2 you arising out of clauses 5.3, 5.4, 9, 10 or 11 of this Agreement
shall be unlimited.

13. Termination

13.1 Notwithstanding the provisions of clause 4.2, the Company may terminate the Engagement with immediate effect without notice and without any liability to make any further payment to you (other than in respect of amounts accrued prior to the Termination Date) if at any time:

   13.1.1 you and/or any of the Representatives are guilty of any gross misconduct and/or conduct affecting or prejudicial to the interests and/or business of the Company or any Group Company, or to the efficient performance of the Services; or

   13.1.2 you and/or any of the Representatives commit any serious or repeated breach or non-observance of any of the provisions of this agreement or refuse or neglect to comply with any reasonable and lawful directions of the Company; or

   13.1.3 you and/or any of the Representatives are 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); or

   13.1.4 you or any of the Representatives are, in the reasonable opinion of the Directors, negligent and incompetent in the performance of the Services; or

   13.1.5 any of the Representatives are declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against them under the County Court Act 1984; or

   13.1.6 you and/or any of the Representatives is guilty of any fraud or dishonesty or acts in any manner which in the opinion of the Company brings or is likely to bring you, the Company or any Group Company into disrepute or is materially adverse to the interests of  the Company or any Group Company; or

   13.1.7 you and/or the Representatives commits any breach of the Company's polices or procedures; or

   13.1.8 in respect of you:

      13.1.8.1 an encumbrancer takes possession or a receiver is appointed over any of your property or assets;

      13.1.8.2 you make any voluntary arrangements with your creditors or becomes subject to an administration order;

      13.1.8.3 you go into liquidation (except for the purposes of amalgamation or reconstruction and in such a manner that the Company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on you under this agreement);

      13.1.8.4 you cease, or threaten to cease, to carry on business; or

      13.1.8.5 anything occurs which, under the law of any jurisdiction, is analogous to any of the acts or events specified in clauses 13.1.8.1 to 13.1.8.4. above.

13.2 The rights of the Company under clause 13.1 are without prejudice to any other rights that you might have at law to terminate the Engagement or to accept any breach of the Contract on the part of you as having brought the Contract to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.

13.3 Any termination of the Contract shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision of the Contract which is expressly or by implication intended to come into or continue in force on or after such termination.

14. Obligations upon termination

14.1 On the Termination Date, or the date of termination of the Contract if terminated earlier in accordance with its terms, you shall and shall procure that the Representatives shall:

   14.1.1 immediately deliver to the Company all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of the Company and any Group Company, their business contacts, any keys, and any other property of the Company and any Group Company, which is in your or the Representatives' possession or under your or the Representatives' control;

   14.1.2 irretrievably and securely delete any information relating to the business of  the Company and any Group Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in your or the Representatives' possession or under your or the Representatives' control outside the premises of the Company. For the avoidance of doubt the contact details of the business contacts made during the Engagement are regarded as Confidential Information and, as such, must be deleted from personal, social or professional networks; and

   14.1.3 provide a signed statement that you and the Representatives have complied fully with the obligations under this clause 14. 

15. Status

15.1 The relationship of you to the Company (and the Representatives) will be that of independent contractor and nothing in the Contract shall render you or the Representatives an employee, worker, agent or partner of the Company and you shall not and shall procure that the Representatives will not hold themselves out as such.

15.2 The Contract constitutes a contract for the provision of services and not a contract of employment and accordingly you shall be fully responsible for and shall indemnify the Company and any Group Company for and in respect of:

   15.2.1 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 or any payment or benefit received by the Representatives in respect of the Services, where such recovery is not prohibited by law. You 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 wilful default;

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

15.3 The Company may, at its option, satisfy such indemnity (in whole or in part) by way of deduction from any payments due to you.

16. Assignment and subcontracting 

16.1 You shall not be entitled to assign, transfer or otherwise deal with any of your rights or obligations under the Contract to any third party without the prior written consent of the Company. 

16.2 Subject to clause 5.4, you and the Representatives shall not be entitled to subcontract the performance of any of their obligations under the Contract without the prior written consent of the Company. In the event that you and/or the Representatives appoint an authorised subcontractor with the Company's consent under this clause, you shall, and shall procure that the Representatives shall, ensure that any such subcontract contains provisions at least equivalent to those contained within the Contract, in particular but not limited to those set out in clauses 9, 10 and 11. You shall remain wholly responsible for the performance of any of your obligations subcontracted under this clause. 

16.3 The Company may assign or transfer its rights or obligations under the Contract to any Group Company without your or the Representatives consent.

17. Communications between us

17.1 When we refer to "in writing" in these Terms, this includes email.

17.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

17.3 A notice or other communication is deemed to have been received: 

   17.1.1 if delivered personally, on signature of a delivery receipt; 

   17.1.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second working day after posting;

   17.1.3 if sent by email, at 9.00 am the next working day after transmission.

17.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee. 

17.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

18. Severance

Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

19. Survival

The parties hereby agree and acknowledge that clauses 9, 10 and 11 shall survive the termination of the Contract or expiry of the Term.

20. Third party rights

The Contract is between you and the Company. No other person has any rights to enforce any of its terms.

21. Waiver

If the Company does not insist that you perform any of your obligations under the Contract, or if the Company does not enforce its rights against you, or if the Company delays in doing so, that will not mean that the Company has waived its rights against you or that you do not have to comply with those obligations. If the Company does waive any rights, the Company will only do so in writing, and that will not mean that the Company will automatically waive any right related to any later default by you.


22. Governing law

The Contract is governed by English law and the parties irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.


23. Variation

Any variation of the Contract only has effect if it is in writing and signed by you and the Company (or our respective authorised representatives).
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