Terms of Engagement - Contractors
Terms of Engagement - Contractors

Terms of Engagement - Contractors

Last Updated: 12th May 2022

Agreed terms

  1. Interpretation
    1. The definitions and rules of interpretation in this clause apply to this agreement.
      1. Assignment: the services to be carried out by the Contractor for the Client, as more particularly described in clause 3 and in the Booking Placement Form.
      2. AWR: the Agency Workers Regulations 2010 (SI 2010/93) as amended.
      3. Booking Placement Form: written confirmation of the detail of a particular Assignment to be given to the Contractor in draft to offer an Assignment and for the , either as attached at schedule 1 or as per the Company’s usual email template for such matters.
      4. Business Day: a day other than a Saturday, Sunday or public holiday when banks in London are open for business.
      5. Client:  the person, firm, partnership, company or organisation (as the case may be) to whom the Contractor is Introduced or supplied.
      6. Conduct Regulations 2003: the Conduct of Employment Agencies and Employment Business Regulations 2003 (SI 2003/3319) as amended.
      7. 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 Client or its Group or the Company or its Group for the time being confidential to those companies and persons and trade secrets including, without limitation, technical data and know-how relating to the business of those companies and persons mentioned above or any of their suppliers, customers, agents, distributors, shareholders, management or business contacts, including (but not limited to) information that the Contractor creates, develops, receives or obtains in connection with the Assignment, whether or not such information (if in anything other than oral form) is marked confidential.
      8. Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.
      9. Demand: any action, award, claim or other legal recourse, complaint, cost, debt, demand, expense, fine, liability, loss, outgoing, penalty or proceeding.
      10. Group: in relation to a company, that company, each and any subsidiary or holding company from time to time of that company, and each and any subsidiary from time to time of a holding company of that company.
      11. HMRC: HM Revenue & Customs and any successor organisation.
      12. Holding Company: has the meaning given in clause 1.5.
      13. Intellectual Property Rights: patents, utility models, rights to Inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and exploit, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
      14. Inside IR35: means any Assignment where the contractor is of employee or office-holder status for tax for the purposes of the relevant chapters of ITEPA.
      15. Introduce: the provision to the Client of information in any form or through any process by the Company which identifies the Contractor or any Representative and Introduction and Introduced shall be construed accordingly.
      16. IR35 Reforms: means Chapter 10 Part 2 of ITEPA (and corresponding social security contributions legislation) as amended from 6 April 2021, in respect of off-payroll working and assessing employment status for tax purposes. Where the following terms are used in inverted commas in this agreement, those terms take their usual meaning in connection with the IR35 Reforms regime: “fee payer”, “intermediary” and “status determination statement”.
      17. ITEPA: means the Income Tax (Earnings and Pensions) Act 2003, as amended.
      18. Key Information Document: means the applicable document to be provided by an employment business to a work seeker under s13A of the Conduct Regulations.
      19. Outside IR35 means any Assignment where the contractor is of self-employed status for tax for the purposes of the relevant chapters of ITEPA.
      20. Representative: any staff of the Contractor (including employees, officer, directors, consultants and any Substitute) who provide services on behalf of the Contractor in respect of an Assignment.
      21. Subsidiary: has the meaning given in clause 1.5.
      22. Substitute: a substitute for the Representative who usually provides the services connected with any Assignment, as appointed under the terms of clause 4.4 below, whether that substitute is another staff member of the Contractor or a third-party subcontractor. The substitute may be any of an individual or a company or other organisation.
      23. UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

1.3 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) 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 sections 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) by way of security or in connection with the taking of security, or (b) its nominee. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.7 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.8 A reference to writing or written or includes fax and e-mail.

1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.10 A reference to or to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

1.11 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.12 Any words following the terms including include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

  1. The agreement
    1. These terms set out the entire agreement between the Company and the Contractor for the supply of services to the Client and shall govern all Assignments undertaken by the Contractor through its Representatives (including where the Contractor undertakes an Assignment without having signed these terms). For the avoidance of doubt, this agreement is deemed to take effect to the extent applicable if the Contractor provides services under it, whether it is signed or not, after receipt by the Contractor of a copy of this agreement by email or otherwise. No contract shall exist between the Company and the Contractor between Assignments.
    2. For the purposes of the Conduct Regulations 2003, the Company acts as an Employment Business in respect of this agreement subject to the relevant opt outs from those regulations (to the extent legally permissible) mentioned and arranged below.
    3. For the avoidance of doubt, this agreement constitutes a business to business contract for services and not a contract of employment between the Contractor and the Company (or between the Contractor and any Client). Accordingly, the Contractor hereby acknowledges that the AWR do not apply to this agreement or any Assignment and that no Representative has rights under the AWR in respect of this agreement or any Assignment. This clause is subject, however, to any overriding law.
    4. The Contractor hereby confirms that in respect of any Assignment that it opts out of the Conduct Regulations 2003, to the extent legally permissible, pursuant to regulation 32(9) of the Conduct Regulations 2003 and it consents to the Company notifying any relevant Client of such opt out. The Contractor can withdraw this opt out by giving written notice to the Company but that withdrawal shall not take effect until immediately after the end of any Assignments ongoing at the relevant time.
    5. The Contractor will procure that any of its Representatives to be engaged on Assignments will sign the attached opt out and data protection form at Schedule 2 and that they will do so for each new Client for whom they provide Assignments and which the Contractor will countersign. If the Contractor believes that any Representative will not sign schedule 2, it must notify the Company immediately of the situation.
    6. The parties acknowledge that the Contractor and its Representatives cannot opt out of their rights to receive and the Company’s obligation to provide a Key Information Document. The Company agrees to satisfy its obligations to provide an appropriate Key Information Document as and when is applicable.
  2. Assignments & IR35 Reforms do not apply
    1. The Company will endeavour to obtain suitable Assignments for the Contractor to provide the type of services discussed between the parties and as more particularly specified in the Booking Placement Form from time to time. However, the Company is not obliged to offer any assignment to the Contractor and the Contractor is not obliged to accept any assignment offered by the Company.
    2. Where the Company offers an Assignment to the Contractor which it accepts by notice in any form to the Company, the Contractor will provide the services as set out in the relevant Booking Placement Form through its Representatives.
    3. The Contractor acknowledges that the nature of this agreement means that there may be periods when no suitable assignments are available and that the parties agree that there is no contract between assignments. The Contractor agrees that suitability of an assignment shall be determined solely by the Company and that the Company shall incur no liability to the Contractor should the Company fail to offer any assignments in any event.
    4. The Company will not source any assignments which involve the Contractor working with vulnerable persons (as defined in the Conduct Regulations 2003).
    5. The Contractor agrees that any Assignment may be terminated with immediate effect by the Company (without any further payment to the Contractor for the Assignment, save amounts accrued) where the Client no longer requires the relevant services, for whatever reason, unless otherwise agreed in a Booking Placement Form. If the Company enforces its right under this clause, that does not terminate this agreement unless stated otherwise by the Company under clause 7.
      1. IR35 Reforms do not apply
    6. The Contractor warrants that neither it nor any of its Representatives have a UK connection and that no fees provided by the Company to the Contractor should be treated under the UK income tax and social security contribution regimes. Therefore, it is the parties understanding that the IR35 Reforms do not apply to any services provided by the Contractor in connection with this agreement.
    7. If the Contractor or any of its Representatives believe that the warranty given in clause 3.6 is inaccurate or becomes inaccurate during the course of this agreement, they must confirm that and explain the position with supporting evidence to the Client.
    8. The Contractor agrees to all of the following in circumstances where the Contractor, its Representatives, the Company and the Client proceeded with an Assignment on the basis that the IR35 Reforms did not apply, but the Assignment is subsequently (whether during the Assignment or thereafter) found by the Client or HMRC to be relevant to the IR35 Reforms and ultimately that it is Inside IR35:
      1. the relevant payroll deductions will be made from any applicable fee payable to the Contractor;
      2. unless the Client has agreed to cover the following costs, the fee payable to the Contractor will be reduced by an amount equivalent to the costs which the Company has to incur in connection with setting up and administrating the relevant payroll and covering the cost of any employer’s national insurance contributions and apprenticeship levy which it or its suppliers must pay as a “fee-payer” in respect of the Assignment. The Contractor hereby agrees to any such reduction in its fee and acknowledges that given the complexity of the calculations to determine such costs, its fee may fluctuate if the Assignment continues after the initial determination it is Inside IR35;
      3. where the Contractor has already received all or most of its fees for an Assignment and so the Company enforcing its rights under clause 3.8(b) would be ineffective, it hereby agrees to repay as a debt immediately on demand, the amount its fees would have been reduced by pursuant to clause 3.8(b) above; and
      4. the Company or the Client may terminate the Assignment with immediate effect in writing as soon as there is reasonable belief by the Client or a formal determination by the Client or a view expressed by HMRC (in writing or otherwise) that the Assignment is Inside IR35. Termination of the Assignment does not terminate this agreement, unless otherwise stated by the Company.
    9. For the avoidance of doubt, the parties to this agreement acknowledge their understanding that the relationship of the Contractor (and any Representative) to the Company will be that of independent contractor and nothing in this agreement shall render it (nor any Representative) an employee, worker, agent or partner of the Company, and the Contractor shall not hold itself out as such and shall procure that its relevant staff shall not hold themselves out as such.
  3. Contractor's obligations
    1. The Contractor is not obliged to accept any Assignment offered by the Company. If the Contractor does accept an Assignment, the Contractor and any Representative must:
      1. operate its business and services on a business to business basis to comply with the terms of the Assignment. The parties acknowledge that fuller details will be agreed in a Booking Placement Form about the nature of the services to be provided;
      2. fully co-operate with the Company and the Client to enable the Client and the Company to satisfy any tax compliance related obligations;
      3. co-operate with the Company in the completion and renewal of all mandatory checks, including in relation to any Representative’s right to work in the territory where they provide their services if that is requested;
      4. take all reasonable steps to safeguard any Representative’s health and safety and that of any other person who may be present or be affected by their actions on the Assignment and comply with the health and safety policies of the Client, where applicable;
      5. not engage in any conduct detrimental to the interests of the Company or the Client, including without limitation, keeping the Client informed in advance about any delays to the provision of the services, whether through the absence of any Representative or otherwise; and
      6. comply with all relevant statutes, laws, regulations and codes of practice from time to time in force in the performance of the Assignment and applicable to the Client's business, including without limitation, any equal opportunities or non-harassment policies.
    2. If the Contractor accepts any Assignment offered by the Company, as soon as possible before the commencement of each such Assignment and during each Assignment (as appropriate) and at any time at the Company's request, the Contractor undertakes to:
      1. inform the Company of any period of time whether before the date of commencement of the relevant Assignment or during the relevant Assignment in which the Contractor and any Representative has worked in the same or a similar role with the Client directly or via any third party;
      2. provide the Company with all the details of such work, including (without limitation) details of when, where and the period(s) during which such work was undertaken, the role performed and any other details requested by the Company.
    3. If, either before or during the course of an Assignment, the Contractor becomes aware of any reason why its relevant Representative may not be suitable for that Assignment, it shall notify the Company without delay.
    4. Subject to any restrictions on the following for any Assignment as set out in a Booking Placement Form, the Contractor may with the consent of the Company appoint a suitably qualified and skilled Substitute to provide an Assignment provided that any necessary regulatory approvals and requirements are satisfied and provided that the Contractor agrees separate and appropriate terms with the Substitute to protect Confidential Information. The Contractor shall continue to invoice the Company in accordance with clause 5 and the Contractor shall be solely responsible for the remuneration of the Substitute.
    5. The Contractor may use a third party to provide any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the services for any Assignment provided that:
      1. neither the Client nor the Company will be liable to bear the cost of the Contractor using such third parties; and
      2. any necessary regulatory approvals and requirements are satisfied, and the Contractor agrees separate and appropriate terms with the third party to protect Confidential Information.
  4. Fees
    1. Subject to the Contractor and its Representatives submitting, as applicable, properly authorised time sheets or analogous records of the deliverables it has provided in accordance with clause 6 and an appropriate invoice at the end of each month, the Company shall pay the fee to the Contractor for the relevant period of services provided. The fee will be set out in the relevant Booking Placement Form for a particular Assignment (the “Fee”). No other amounts are payable to the Contractor or any Representative under this agreement or any Assignment unless otherwise agreed. The Contractor is responsible for arranging its own tax affairs in respect of any Fee received, subject to the responsibilities of any “fee-payer” in the unlikely event that the Assignment is Inside IR35.
    2. In consideration of the provision of the relevant services, the Contractor must submit their invoice on the last working day of the month. Subject to approval, the Company shall pay each invoice submitted by the Contractor in accordance with clause 5.1 on the 8th day of the following month.
    3. The Contractor is not entitled to receive payment from the Company or the Client for time not spent working on the Assignment.
    4. The Company shall be entitled to deduct from the Fee (and any other sums) due to the Contractor any sums that the Contractor or any of its Representatives may owe to the Company or its Group at any time.
    5. Payment in full or in part of the fees claimed under clause 5 shall be without prejudice to any claims or rights of the Company against the Contractor in respect of the provision of the services by the Contractor.
  5. Time sheets
    1. At the end of each week of an Assignment (or at the end of an Assignment if it is for a period of one week or less or is completed before the end of a week) the Contractor shall deliver to the Company, as applicable, a completed time sheet indicating the number of hours worked on any Assignment or a description of the deliverables provided on any Assignment during the preceding week (or such lesser period) and signed by an authorised representative of the Client.
    2. Where the Contractor fails to submit a properly authorised time sheet or record of deliverables, as applicable, any payment due to the Contractor may be delayed while the Company investigates as applicable what hours, if any, were worked by the Contractor’s Representatives or what deliverables were provided. The Company shall make no payment to the Contractor for hours not worked or deliverables not provided as required under the terms of a Booking Placement Form.
    3. For the avoidance of doubt for the purposes of calculating the Fee on a time spent basis, where that is applicable to an Assignment, any Representative’s working time shall only consist of those periods during which they are carrying out services for the Client as part of the Assignment. Time spent travelling to the Client's premises (with the exception of time spent travelling between two or more premises of the Client), lunch breaks and other rest breaks shall not count as part of the payable working time for the purposes of this agreement.
    4. The Contractor acknowledges and accepts that it could be a criminal offence under the Fraud Act 2006 to falsify any time sheet or deliverable sheet, for example by claiming payment for hours that were not actually worked.
  6. Termination
    1. The Company may terminate this agreement and the Client may terminate the Assignment immediately at any time and for any reason without notice or pay in lieu of notice, unless otherwise stated in the Booking Placement Form.
    2. The Contractor may terminate this agreement or any Assignment with four weeks written notice , unless otherwise stated in the Booking Placement Form.
    3. Notwithstanding the provisions of any Booking Placement Form, the Company may terminate this agreement, including any ongoing Assignment, 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 or its Representatives as applicable:
      1. commit any act or omission which negatively affects in a serious way the business of the Client, the Company or the business of their Groups;
      2. commit any serious or repeated breach or non-observance of any of the provisions of this agreement or any Booking Placement Form;
      3. is convicted of any criminal offence relevant to their suitability to continue to provide the type of assignments they usually seek;
      4. is in the opinion of the Client negligent or incompetent in the performance of the relevant services or in the opinion of client is unsatisfactory in any other way and the Client no longer wishes to use their services;
      5. is declared bankrupt or insolvent or makes any arrangement with or for the benefit of his/her/its creditors or has a county court administration order made against him/her under the County Court Act 1984 or similar;
      6. commits any fraud or dishonesty or acts in any manner which in the opinion of the Company or the Client brings or is likely to bring any of those persons or their Groups into disrepute or is materially adverse to their interests;
      7. commits any breach of the Client's policies and procedures;
      8. commits any offence under the Bribery Act 2010 or Data Protection Legislation; or
      9. makes any untrue or derogatory statements about the Company or the Client or their Groups.
    4. Notwithstanding the provisions of any Booking Placement Form, the Company may terminate this agreement, including any ongoing Assignment, 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 the Client expresses its reasonable belief or provides a formal determination that or a view is expressed by HMRC (in writing or otherwise) that an ongoing Assignment is Inside IR35.
    5. The Contractor acknowledges and agrees that continuation of any Assignment is subject to the continuation of the relevant agreement between the Company and the Client. In the event of termination of that agreement, the relevant Assignment will end with immediate effect and the Company may elect at its option to terminate this agreement with immediate effect also without any pay in lieu of notice or any other liability.
    6. The rights of the Company under clause 7 are without prejudice to any other rights that it might have at law to terminate this agreement 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.
  7. Intellectual property rights
  8. The Contractor acknowledges that all Intellectual Property Rights deriving from services carried out by the Contractor and its Representatives for the Client during the Assignment shall usually be assigned to the Client (unless the Booking Placement Form states otherwise). Accordingly, the Contractor and its Representatives (which the Contractor shall procure) shall execute all such documents and do all such acts as the Client shall from time to time require in order to give effect to the Client's rights pursuant to this clause.

  9. Confidentiality
    1. In order to protect the confidentiality and trade secrets of the Company and the Client, the Contractor agrees that it will not at any time (and shall procure that its Representatives shall not at any time):
      1. whether during or after an Assignment (unless expressly so authorised by the Client or the Company as a necessary part of the performance of their services), disclose to any person or make use of any of the trade secrets or the Confidential Information of the Client or the Company or their Groups; or
      2. make any copy, abstract or summary of the whole or any part of any document or other material belonging to the Client or the Company or their Groups except when required to do so in the course of its services under an Assignment, in which circumstances such copy abstract or summary would belong to the Client or the Company or their respective Groups, as appropriate.
    2. The restriction in clause 9.1 does not apply to:
      1. any use or disclosure authorised by the Client or the Company or as required by law a court of competent jurisdiction or any governmental or regulatory authority;
      2. any information which is already in, or comes into, the public domain otherwise than through the Contractor’s unauthorised disclosure; or
      3. the making of a protected disclosure within the meaning of section 43A of the Employment Rights Act 1996.
    3. At the end of each Assignment or at any time on request the Contractor agrees to deliver up to the Client or the Company (as directed by the Company) all documents (including copies), ID cards, swipe cards, equipment, passwords, pass codes and other materials belonging to the Client which are in its possession, including any data produced, maintained or stored on the Client's computer systems or other electronic equipment. Further the Contractor and its Representatives shall irretrievably delete any information relating to the business of the Company or Client or their Groups stored on any magnetic or optical disk or memory and all matter derived from such sources which is in its or their possession or under its or their control. For the avoidance of doubt, the contact details of business contacts made during any Assignment or because of this agreement are regarded as Confidential Information, and as such, must be deleted from personal social or professional networking accounts.
    4. Where the Company or the Client is in possession or control of any confidential information belonging to the Contractor, the Company will and will seek the agreement of the Client to comply with similar obligations for the benefit of the Contractor as set out in this clause 9 in respect of that confidential information.
  10. Data protection
    1. The parties acknowledge and agree that neither is the data processor of the other and each is the respective controller of personal data which it holds about the Representatives or each other’s staff. The parties agree to make available their relevant privacy notices to each other for the benefit of those data subjects.
    2. Unless another lawful basis for overseas transfer is to be relied upon, by signing the form at schedule 2, the Representative explicitly consents to the transfer of their personal information outside the European Economic Area for lawful and necessary purposes connected with the performance of this agreement.Each of the parties will comply with their obligations as controllers under the Data Protection Legislation.
    3. It is envisaged that, when providing an Assignment, the Contractor will either be a controller in its own right or a data processor of personal data related to a Client. In any case, it agrees, as applicable, to satisfy its obligations as controller, to sign up to an appropriate data processor agreement or to follow the Client’s relevant data protection policies.
  11. Warranties and indemnities
    1. The Contractor warrants that:
      1. the information it supplied to the Company in any application documents is correct;
      2. the Representative has the experience, training, qualifications and any authorisation which the Client considers are necessary or which are required by law or by any professional body for the Representative to possess in order to provide any Assignment;
      3. the Contractor or any Representative is not prevented by any other agreement, arrangement, restriction (including, without limitation, a restriction in favour of any employment agency, employment business or client) or any other reason, from fulfilling their obligations under this agreement or from providing any Assignment; and
      4. the Representative has valid and subsisting leave to enter and remain in the United Kingdom for the duration of this agreement and is not (in relation to such leave) subject to any conditions which may preclude or have an adverse effect on any Assignment.
    2. The Contractor shall (and shall procure where requested by the Company that any Representative shall separately) indemnify and keep indemnified the Company and the Client against all Demands (including legal and other professional fees and expenses) which the Company or the Client may suffer, sustain, incur, pay or be put to arising from or in connection with:
      1. any failure by the Contractor to comply with its obligations under this agreement;
      2. any negligent or fraudulent act or omission by the Contractor or its Representatives;
      3. the disclosure by the Contractor or its Representatives of any Confidential Information;
      4. any employment-related claim brought by any Representatives in connection with any Assignment;
      5. review or Demand made by HMRC about the employment status of the Representatives (other than where that is excluded by law, such as in respect of amounts payable to HMRC if an Assignment is Inside IR35); or
      6. the infringement by the Contractor or its Representatives of the Client's or any Group Company's or any third party’s Intellectual Property Rights relating to the performance of the services under an Assignment.

c. The Contractor shall accordingly maintain in force during any Assignment full and comprehensive and relevant insurance policies which will be set out in the Booking Placement Form if relevant.

  1. Other activities
    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 term of this agreement provided that:
      1. such activity does not cause a breach of any of the Contractor's obligations under this agreement;
      2. the Contractor does not provide any services to third parties to which the Company has Introduced the Contractor or its Representatives unless those services are arranged through the Company; and
      3. the Contractor does not provide any services to third parties to which the Company has Introduced the Contractor or its Representatives for six months after the termination of this agreement howsoever caused.
  2. Notices
    1. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business or by fax or email to the usual number or address used for business communications between the parties.
    2. Any notice or communication shall be deemed to have been received:
      1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or
      2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or
      3. if any such notice is sent by fax or email, it is deemed to have been received when it arrives in the in-tray or inbox (not junk folder) of the recipient which has been used for communication in connection with this agreement.
    3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  3. Entire agreement
    1. This agreement plus any relevant Booking Placement Form from time to time between the parties constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
    3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
    4. Nothing in this clause shall limit or exclude any liability for fraud.
  4. Variation & severance
    1. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    2. Where any clause, sub-clause or provision of this agreement is deemed unenforceable or illegal in whole or in part by any competent court or relevant body, such clause, sub-clause or provision shall not form part of this agreement but the remainder of this agreement shall continue in full force and effect.
  5. Counterparts

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

  1. Third party rights
    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.
    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 other person.
  2. Governing law

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 the law of England and Wales.

  1. Jurisdiction

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