This Agreement (“Agreement”) is made and effective by and between:
Marketsmart Limited (“Client”) trading as “Recruiteasy” of 1 Templer House, Scott Close, Newton Abbot, Devon, TQ12 1GJ
This agreement supersedes any previous verbal or written agreement made at any time between the parties and regulates the relationship between them in connection with any Assignment, as defined.
The Client is of the opinion that the Contractor has the necessary qualifications, ability and experience to provide Services to the Client and to the Client’s customers.
The Contractor agrees to provide such Services to the Client under the terms agreed herein and the Contractor agrees they possess an appropriate level of skill and experience to competently and safely work on any given Assignment.
“Assignment” – means any piece of work or recurring work to be done from time to time by the Contractor for third-party clients of the Client.
“Confidential Information” – means all information about the parties and about any Customer of the Client not including information that is reasonably necessary to disclose in the usual course of business. It includes among other things (including personal contact information): information about temporary workers, other contractors, staff, Assignments, locations, suppliers, methods of doing business, future plans, policies. It includes all information about workers, suppliers, agents, distributors and customers that would reasonably be expected to be commercially confidential.
“Contractor” – means either a contractor or a sub-contractor or their substitute engaged or assigned by the Client.
“Customer”– means any client or business contact to who the Contractor is Assigned to by the Client
“Detailed Specification” – means a detailed specification of the work constituting an Assignment.
“Initial Brief” – means a brief outline of the key points of the Assignment and reporting duties
“Services” – means the type of work or skill or service for which the Contractor has been engaged by the Client to provide on any given Assignment.
In this agreement unless the context otherwise requires:
1.1. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
1.2. references to the masculine include the feminine and references to the singular include the plural and vice versa in each case;
1.3. headings are included for convenience only and do not affect the interpretation of these terms;
1.4. any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
1.5. all money sums mentioned in this agreement are calculated net of VAT, which if appropriate will be detailed and charged when payment is due.
1.6. In entering into this contract neither the Client or the Contractor has relied on any representation or information from any source.
The Client warrants that they will:
2.1. hold and will maintain one or more policies of insurance covering business risks as far as it is reasonably possible including which may be relevant to the Contractor. The Contractor must not rely on the Client’s insurance cover and must have his own insurance to cover all of his own commercial risks. For the avoidance of doubt, the Contractor must have their own commercial all-risks insurance cover under all circumstances.
2.2. provide a safe place of work wherever the Contractor may need to operate during the Assignment as far as is reasonably practicable taking account of the remote nature of third-party clients in assigned locations.
2.3. arrange with their employees, contractors, Customers and third-party clients to facilitate the work of the Contractor on the Assignment.
The Contractor warrants that he:
3.1. holds the necessary regulatory accreditation, trade qualifications and trade cards to be able to provide the Services with competence and safety.
3.2. shall hold throughout the duration of this Agreement, at his or her own cost, insurance cover with reputable insurer(s) acceptable to the Client to cover the Contractor’s liability in respect of any act or default or insurable risk for which he or she may become liable on an Assignment to a Customer or to indemnify the Client under the terms of this Agreement. The Contractor shall produce for the inspection of the Client on demand such certificates and policies of insurance as it may reasonably require from time to time as evidence of such cover.
3.3. shall pay particular attention to the Client’s Health and Safety Notices and Policy and to any policies relevant to the site location where the Contractor is working and to the Customer to which assigned. These policies must be observed at all times.
3.4. The Contractor must ensure that a mandatory on-site health and safety briefing is attended prior to any work starting on any Assignment and for ongoing training and briefs to be attended as required. The Contractor must not commence the Services until an on-site health and safety brief and a brief on the work required has been obtained from the Customer and must inform the Client immediately should such briefs not be available.
3.5. shall have regard at all times for his own health and safety and that of other workers, contractors, employees, visitors and the general public. Any hazards to such health and safety or accidents must be reported immediately.
3.6. shall not during this Agreement, without the prior written consent of the Client, either directly or indirectly, provide services to or deal with any person, firm or organisation if to do so would involve the Contractor in any conflict of interest with either the Customer or the Client and must immediately notify the Client of any actual or potential conflict of interest. Particular regard is to be paid to avoid any circumvention of the Client by the Contractor in dealing with or working with a Customer or another party associated with or introduced to the Contractor by the Customer.
3.7. is a genuinely self-employed independent contractor who supplies services and skills to multiple businesses, issues invoices, is responsible for his own work and for his own personal protection equipment.
3.8. agrees that as a self-employed independent Contractor is not an employee of the Client and not entitled to any employee benefits. Nothing contained herein shall be construed to (i) constitute the parties as partners, joint venturers, co-owners or otherwise, or (ii) allow the Contractor to create or assume any obligation on behalf of the Client without the express consent of the Client.
3.9. shall be responsible for personally paying all Income Tax and National Insurance or other chargeable taxes taking into account that under HMRC regulation the Client is obligated under the Construction Industry Scheme (CIS) to deduct applicable taxation at source and at the rate of either 0% or 20% or 30% as determined by HMRC in accordance with the Contractors CIS status. All financial and other obligations, including Self-Assessment tax returns and any dealings with HMRC to pay or reclaim tax, are the Contractors own sole responsibility.
3.10. will inform the Client and other interested parties, such as onsite managers, in good and reasonable time, if for any reason the Contractor is delayed in attending site or absent for any reason whatsoever.
4.1. The contractor will be briefed on each Assignment as required and if required the details may be set out in the Initial Brief or on the Detailed Specification.
4.2. The Detailed Specification shall describe, among other data, the work to be done, the outcomes to be expected, the timescale and milestones;
4.3. So far as the Client offers one or more further Assignments to the Contractor they are deemed to be regulated by this contract unless agreed to the contrary.
4.4. The Contractor may accept or decline any Assignment. Once accepted, each Assignment will be completed in accordance with the Initial Brief or the Detailed Specification or through interim briefs as required from time to time.
4.5. By accepting an Assignment, where the Contractor has been expressly permitted by the Client to utilise either staff or sub-contractors, the Contractor agrees that such staff or subcontractors will be of an appropriate level of skill and experience required to work on the Assignment and will be at all times under the supervision of the Contractor.
4.6. The Contractor acknowledges that this agreement imposes no obligation on the Client to provide the Contractor with any additional Assignment.
4.7. Unless otherwise stated in any Detailed Specification or Initial Brief or another express instruction, the terms set out in this agreement shall apply.
5.1. The Contractor shall at all times maintain accurate and up-to-date records of the time spent upon each Assignment and record it on the agreed timesheet in 15-minute units rounding to the nearest unit.
5.2. Within two days from the end of each week (or at the end of the Assignment) the Contractor shall deliver to the Client an invoice and a timesheet duly completed to indicate the number of hours worked during that week (or such lesser period) as confirmed and signed by an authorised onsite representative or site manager at the assigned site.
5.3. Unless specified to the contrary in any Assignment, the Client will pay the Contractor at the rate of: As agreed separately for the agreed completed hours as specified and confirmed on the agreed timesheet signed by the duly authorised person.
5.4. No money shall be payable until the Contractor has submitted both a signed timesheet and an invoice for the relevant week to the Client.
5.5. Payment of each invoice will be made by the Client normally by the following Friday or within 7 days of receiving the invoice.
5.6. The Contractor will bear the cost of all personal expenses incurred by him such as for travelling and subsistence in work on an Assignment unless it has been expressly otherwise agreed and provided such expenses have been approved in advance by the Client and are evidenced by receipts or vouchers.
5.7. The Contractor must inform the Client of their VAT registration status and, if registered, of their VAT number at the time of this Agreement and ahead of any Assignment. The Client will not be retrospectively liable for any VAT due to the Contractor or to HMRC, if the Contractor has failed to inform the Client ahead of this Agreement of their VAT status and failed to invoice correctly on a weekly basis during this Agreement.
6.1. The parties will each have access to and be entrusted with Confidential Information of the other, such as Assignments, Client data, site locations and other sensitive information.
6.2. The parties hereby undertake for themselves and every employee or sub-contractor whose services they may use both during and after termination of this contract that they will not divulge to any person or entity whatever or otherwise make use of (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information.
6.3. Both the Contractor and the Client hereby undertake to the other to make all relevant employees, agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance by those people with these provisions.
7.1. The Contractor shall not sub-contract any part of his obligations under this contract to a third party unless the Client has expressly agreed otherwise and he:
(a) first obtains the written consent of the Client to the name and identity of the sub-contractor and to the terms of the sub-contract agreement;
(i) remains liable for the performance of this contract;
(ii) indemnifies the Client fully against any loss or damage suffered by the Client arising from any act or omission of any agent or sub-contractor.
8.1. The Client shall not be liable for any acts or omissions of the Contractor whilst engaged in the Services. The Contractor agrees to indemnify and keep indemnified the Client against all and any loss, damages, claims, expenses, liability or costs (including reasonable legal costs on an indemnity basis) of any nature incurred or sustained by the Client arising out of or in connection with the performance (or non-performance) of the Services by the Contractor including, but not limited to: any act, neglect, or default of the Contractor or person authorised by the Contractor to act on his or her behalf; and/or any breach of this Agreement by the Contractor or person authorised by the Contractor to act on his or her behalf resulting in any claim by any Customer or any third party.
This agreement shall continue until terminated:
9.1. by one party giving seven (7) days’ notice of termination to the other; or
9.2. immediately by the Contractor if the Client fails to pay any sum due by 14 days after its due date having been notified of non-payment by the Contractor; or
9.3. immediately by the Client if the Contractor fails to arrive at an Assignment at the prescribed or agreed time unless the Client has been informed of such absence in good time or the circumstances of the absence were beyond the reasonable care and control of the Contractor; or
9.4. immediately by either party if the other commits any material breach of any term of this agreement and which in the case of a breach capable of being remedied is not remedied within seven (7) days of a written request to remedy it; or
9.5. immediately if either party is declared bankrupt or insolvent; or has taken or suffered any action for his organisation, liquidation, winding up or dissolution; or had a receiver or liquidator appointed for all or any part of his assets or business.
10.1. Without regard to the reason why this agreement ends, the Client will pay the Contractor for all work done to the time the notice of termination is received by the Contractor, calculated to the nearest one hour, provided the necessary signed timesheet and invoice has been received by the Client, unless in the opinion of the Client there is good reason to withhold such payment.
11.1. Neither party may assign, delegate, sub-contract, or otherwise transfer any or all of his rights and obligations under this agreement without the prior written consent of the other party, except that a party may assign and transfer all his rights and obligations to any person to which he transfers all of its business, provided that the assignee undertakes in writing to the other party to be bound by the obligations of the assignor under this agreement.
12.1. Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control
12.2. If any uncontrollable event delays or prevents the performance of the obligations of either party for a continuous period of more than 7 days, the other party may give notice to terminate this agreement.
12.3. The Contractor remains liable for any delay or failure by a sub-contractor or supplier of his, no matter what the reason, unless the delay or failure is also beyond the reasonable control of the Contractor.
12.4. Regardless of the reason for any stoppage or delay, if it continues for more than 7 days, either party may terminate this agreement with immediate effect on giving written notice to the other.
12.5. So long as the uncontrollable event continues the Client may contract with others for the supply of any items and/or services which the Contractor fails to supply in accordance with the terms of this agreement.
13.1. No amendment or variation to this agreement is valid unless agreed in writing by each of the parties.
13.2. So far as any time, date or period is mentioned in this agreement, or in the terms of any Assignment, time shall be of the essence.
13.3. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
13.4. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
13.5. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
13.6. For the purposes of the Data Protection Act 1998 each party consents to the processing of their personal data (electronic or any other form) relevant to this agreement, by the other and/or their nominated agent and bound by a duty of confidentiality. Processing includes but is not limited to obtaining, recording, using and holding data and includes the transfer of data to any country either inside or outside the EEA.
13.7. Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail and It shall be deemed to have been delivered:
(a) If delivered by hand: on the day of delivery;
(b) If sent by post to the correct address: within 72 hours of posting;
(c) If sent by e-mail to the last known email address: within 24 hours if no notice of non-receipt has been received by the sender.
13.8. The validity, construction and performance of this agreement and any dispute arising shall be governed only by the laws of England and Wales.
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