Contract for Services – Limited Company Contractor (Opted Out)

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    1) DEFINITIONS AND INTERPRETATION

  1. Assignment means the temporary project which the Contractor undertakes for the Client;Assignment Schedule means the document confirming details of the Assignment, including any Special Conditions, which is issued to the Contractor by Konnect;

    AWR means the Agency Workers Regulations 2010;

    Best Industry Practice means the skill, diligence, prudence, foresight and judgment which would be expected from a highly skilled and experienced Contractor engaged in the same type of undertaking under the same or similar circumstances, applying the best standards currently applied in their industry;

    Client means the person, firm, organisation or company for which the Services are performed by the Contractor;

    Conduct Regulations means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;

    Confidential Information means any and all confidential, commercial, financial, marketing, technical or other information of whatever nature relating to the Client or their business or affairs (including but not limited to all data, records, reports, agreements, software, programs, specifications, know-how, trade secrets and information) in any form or medium provided or disclosed to the Contractor in relation to the Assignment by the Client or by a third party on behalf of the Client whether before or after the date of this agreement;

    Contractor means the limited company which is entering into this agreement with Konnect;

    Contractor Fees means the fees payable to the Contractor by Konnect for the Services;

    Data means personal data and special/sensitive personal data within the meaning of the Data Protection Legislation;

    Data Protection Legislation means (i) the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018;

    Intellectual Property means all copyright, trademarks, database rights, design rights, patents and other intellectual property of any type existing anywhere in the world, whether capable of registration or not, together with any registration rights in the same where applicable;

    ITEPA means the Income Tax (Earnings and Pensions) Act 2003;

    Konnect means Konnect Recruit Limited (Registered in England & Wales No. 10000208) whose address for correspondence is Fairways House Offices, Mount Pleasant Road, Southampton, SO14 0QB;

    Losses means all losses, liabilities, damages, costs, expenses, claims (actual or threatened), fees (including legal fees) and charges;

    Online Assessment means a completed assessment from the HMRC checking tool at https://www.tax.service.gov.uk/check-employment-status-for-tax or in such other form as Konnect may specify;

    Opt Out means a written notice which has been given under Regulation 32(9) of the Conduct Regulations. Opted Out shall be interpreted accordingly;

    Progress Report means a document, in a format specified by Konnect, which details the Services which have been provided during the period stated on such document;

    Public Authority means a public authority within the meaning of section 61L of ITEPA;

    Public Sector Intermediaries Legislation means Chapter 10 of Part 2 of ITEPA;

    Relevant Jurisdiction means the location in which the Services are performed;

    Reporting Obligations means the Employment Intermediaries reporting obligations under s716B of ITEPA;

    Representative means the person who performs the Services on behalf of the Contractor including, where applicable, any Substitute;

    Restricted Period means the 6 month period following termination of the Assignment;

    Services means the services performed by the Contractor during an Assignment as specified in the Assignment Schedule;

    Special Conditions means any conditions specific to an Assignment as set out in the Assignment Schedule; and

    Substitute means an alternative Representative or subcontractor appointed by the Contractor from time to time under clause 5.3.

    • A person includes a natural person, firm, corporate or unincorporated body (whether or not having a separate legal personality).
    • Any phrase introduced by the words including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those words.
    • A reference to a statute or statutory provision is reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
    • Where appropriate, a reference to the Client shall be deemed to include any customer or client of the Client for whom the Contractor performs the Services.
    • The headings contained in this agreement are for convenience only and do not affect the interpretation of any clause.

    1. BASIS OF AGREEMENT

      • This agreement, together with the Assignment Schedule, constitutes the entire agreement between Konnect and the Contractor for the provision of the Services to the exclusion of any alternative terms proposed by the Contractor. In the event of any conflict or inconsistency between the documents, the Assignment Schedule shall take priority.
      • If the Contractor has not expressly indicated its acceptance of the agreement, the Contractor shall be deemed to have accepted this agreement by providing the Services or submitting a Progress Report to Konnect, whichever occurs first.
      • The Contractor shall not rely on any statement, promise or representation made or given by or on behalf of Konnect which is not set out in this agreement.
      • The Contractor warrants and shall ensure that:
        • both the Contractor and any Representative have Opted Out under the Conduct Regulations; and
        • the Contractor shall provide to Konnect a copy of the document evidencing such Opt Out upon request.

    1. RELATIONSHIP BETWEEN THE PARTIES

      • Konnect shall endeavour to identify potential Assignments for the Contractor to perform from time to time but:
        • Konnect is under no obligation to offer any Assignment to the Contractor; and
        • the Contractor is under no obligation to accept any Assignment which is offered by Konnect.
      • Konnect and the Contractor agree that:
        • each party is an independent business and there is no intention to create any partnership or joint venture between the parties;
        • the Contractor rather than Konnect is responsible for paying any expenses, holiday pay, sick pay, pension contributions and other statutory payments to the Representative; and
        • there is no intention for any contractual or employment relationship to exist between Konnect and the Representative or between the Client and the Representative at any time.
      • The Contractor may supply services to any third party at any time provided that this does not affect the provision of the Services, create a conflict of interest or otherwise put the Contractor in breach of this agreement.

    2. CONTRACTOR’S WARRANTIES

      • The Contractor warrants to Konnect that:
        • by entering into and performing its obligations under this agreement it will not breach any obligation which it owes to any third party;
        • the Representative has the necessary skills and qualifications to perform the Services;
        • all information provided by the Contractor and the Representative to Konnect is and shall remain accurate and not misleading;
        • the Representative has declared and shall declare to Konnect any unspent criminal convictions and, if the Assignment falls within the Rehabilitation of Offenders Act 1974 (Exceptions) Order 1975, any spent convictions;
        • where relevant, the Representative has accurately disclosed any security clearances that the Representative holds and shall update Konnect if there are any relevant changes to such security clearances;
        • where relevant, the Representative has consented to Konnect providing information about any security clearances to the Client and to any third party acting on behalf of the Client for the purpose of assessing their suitability, verifying their security clearances or applying for any additional security clearances which they may require to carry out the Assignment;
        • the Representative is legally entitled to work in the Relevant Jurisdiction and shall be throughout the term of any Assignment;
        • all payments made by the Contractor to the Representative in respect of the Services shall be treated as employment income and subject to deductions for PAYE tax and National Insurance Contributions;
        • it shall account to HMRC or the appropriate tax authorities in the Relevant Jurisdiction for all taxes arising on the business activities of the Contractor or in respect of any payments made by the Contractor to the Representative;
        • its agreement with the Representative requires the Representative to comply with any relevant obligations in this agreement including, without limitation, any obligations in respect of confidentiality, data privacy and intellectual property;
        • it is not a managed service company within the meaning of Chapter 9 of Part 2 of ITEPA;
        • it is a private limited company, registered in England, Wales or Scotland, and in good standing with Companies House; and
        • the Representative is not an agency worker within the meaning of the AWR unless clause 6 applies.
      • The Contractor acknowledges that the warranties given in this clause 4 are given on a continuing basis and the Contractor must notify Konnect without delay if the Contractor is unable to confirm any of the warranties at any time.

    3. CONTRACTOR’S OBLIGATIONS

      • The Contractor shall:
        • perform the Services in accordance with Best Industry Practice;
        • observe any relevant rules and regulations of the site where the Services are being performed, including but not limited to those relating to health and safety, site security and IT usage but only to the extent that they are applicable to an independent contractor;
        • comply with all relevant legislation at all times and not do anything or permit anything to be done which would place the Client or Konnect in breach of any legislation;
        • not at any time divulge to any person, nor use for its own benefit, any Confidential Information;
        • not engage in any conduct detrimental to the interests of Konnect or the Client;
        • not discriminate against, harass or victimise any employee of the Client or Konnect or any other person during the course of the Assignment;
        • ensure that the Representative does not hold themselves out to be an employee or worker of Konnect or the Client;
        • not purport to bind Konnect or the Client contractually without the express written consent of Konnect or the Client as the case may be;
        • return, in good condition, upon termination of the Assignment or at any time upon demand, any property, tools or equipment provided to the Contractor by the Client or Konnect in relation to the Assignment; and
        • ensure that the Representative does nothing which would place the Contractor in breach of any obligation under this agreement.
      • The Contractor shall:
        • ensure that any computer equipment and software belonging to or licenced to the Contractor which is used for the Services is protected by up-to-date anti-virus protection;
        • not install any software onto any Client computer equipment or network without the consent of the Client; and
        • not download, install or introduce any computer virus, spyware or similar malware into any computer equipment or network belonging to Konnect or the Client.
      • Unless clause 6 applies, the Contractor shall:
        • the Contractor shall appoint a Substitute if any Representative is unable or unavailable to perform the Services and the Contractor shall:
          • ensure that the Substitute has the relevant experience, training, qualifications, authorisations and clearances to perform the Services;
          • be responsible for making any payments to the Substitute; and
          • remain responsible for the provision of the Services and for any act or omission of the Substitute.
        • determine the manner in which to perform the Services.
        • determine the times at which to perform the Services and the locations in which the Services are performed, subject to the reasonable operational requirements of the Client.
        • provide at its own cost all such equipment, tools and training as is necessary for the performance of the Services, unless otherwise agreed with Konnect.
      • The Contractor shall notify Konnect as soon as reasonably practicable if:
        • it becomes insolvent or it has applied to be struck off at Companies House;
        • the Contractor is unable to provide the Services during an Assignment for any reason;
        • the Contractor is aware of any reason why the Contractor or Representative are not suitable for an Assignment;
        • the Client expresses any intention to vary the nature, scope or location of the Assignment; or
        • the Client engages or offers to engage the Contractor or the Representative directly or indirectly within the Restricted Period.

    1. PROVISION OF INFORMATION

      • The Contractor shall provide all such information as Konnect shall require to:
        • comply with Konnect’s Reporting Obligations within five Business Days of Konnect requesting such information;
        • where applicable, show whether the Contractor operates inside or outside of the Public Sector Intermediaries Legislation including, without limitation, an Online Assessment; and
        • make payment of the Contractor Fees where clause 6 applies including, without limitation, the Representative’s National Insurance number, tax code and last P45.
      • Konnect shall:
        • notify the Contractor of any qualifications, certifications and clearances which the Representatives must hold for the Assignment;
        • issue an Assignment Schedule to the Contractor prior to commencement of an Assignment or as soon as reasonably practicable thereafter;
        • advise the Contractor of any relevant health and safety information relating to the Assignment which Konnect receives from the Client.

    1. INVOICING & PAYMENTS

      • At the end of each week of the Assignment or at such interval as may be agreed between the Contractor and Konnect, the Contractor shall submit a Progress Report to Konnect which has been approved by an authorised representative of the Client.
      • The approved Progress Report must be received by Konnect together no later than midday on the Tuesday following the week to which it relates. The Contractor must also submit a corresponding invoice, unless the Contractor has entered into a self-billing agreement with Konnect.
      • Following receipt of the Progress Report and, where relevant, the Contractor’s invoice, Konnect shall pay the Contractor Fees into a UK-based bank account in the name of the Contractor within the period specified in the Assignment Schedule.
      • Konnect shall not pay any Contractor Fees to the Contractor in respect of any Progress Report which has not been approved by the Client.
      • Konnect shall be under no obligation to pay the Contractor Fees in respect of any Progress Report which is submitted to Konnect more than three months after the week to which it relates.
      • If the Client is a Public Authority and has determined that the Assignment falls within the Public Sector Intermediaries Legislation:
        • Konnect shall deduct from the Contractor Fees any PAYE tax and Employers and Employees National Insurance Contributions in respect of the Representative and remit the same to HMRC;
        • Konnect shall deduct from the Contractor Fees any additional statutory charges or levies arising in relation to the deductions under clause 6.1 including, without limitation, the Apprenticeship Levy;
        • after making the relevant deductions under clauses 6.1 and 7.6.2, Konnect shall remit the remaining balance to the Contractor;
        • the deduction of PAYE tax and National Insurance Contributions from the Contractor Fees shall not cause the Representative to be an employee or worker of Konnect at any time and the Representative shall not therefore be entitled to any statutory or contractual right or benefit which would ordinarily be available to employees or workers of Konnect including, without limitation, any right to SSP, SMP or to participate in Konnect’s pension scheme; and
        • the Representative shall be an agency worker within the meaning of the AWR.
      • Konnect shall not be obliged to pay the Contractor for any period in which the Services are not provided for any reason.
      • If expenses are payable to the Contractor in addition to the Contractor Fees, no such expenses shall be payable by Konnect until:
        • the Client has agreed to such expenses in writing; and
        • the Contractor has submitted an invoice for such expenses, supported by suitable documents.
      • If the Client notifies Konnect that it shall not pay for any part of the Services, the Contractor shall provide all such assistance as Konnect shall require to investigate the Client’s reasons for non-payment Konnect shall not be liable to pay for any part of the Services for which the Client is unwilling or unable to pay Konnect.
      • If any sum of money is owed to Konnect by the Contractor for any reason including, without limitation, a prior overpayment, Konnect may set off and deduct that sum from any amount due or which at any later time is due to the Contractor.

    2. TERMINATION

      • The Assignment shall commence on the date set out in the Assignment Schedule and, subject to any notice provision within the Assignment Schedule, may be terminated by either party at any time and without liability.
      • Notwithstanding any notice provision within the Assignment Schedule, Konnect may without notice and without liability terminate the Assignment at any time, where:
        • the Contractor has committed a serious or persistent breach of its obligations under this agreement, undergoes a change of control or becomes insolvent;
        • the Client notifies Konnect of a serious issue with the Contractor’s performance of the Assignment;
        • Konnect, acting reasonably, considers that it would be detrimental to the interests of the Contractor or the Client for the Assignment to continue; or
        • the agreement between the Client and Konnect is terminated for any reason.
      • Either party may terminate this agreement at any time by notifying the other party in writing. Any Assignment in progress at that time shall continue until terminated in accordance with its terms.
      • Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of the agreement shall remain in full force and effect.

    3. CONFIDENTIALITY, INTELLECTUAL PROPERTY & DATA PROTECTION

      • The Contractor shall and must ensure that the Representative shall:
        • not at any time whether during or after the Assignment, unless expressly authorised by the Client, disclose to any person or make use of any of the trade secrets or Confidential Information of the Client other than any information already in the public domain (but not any information which has been placed in the public domain by the Contractor or Representative in breach of confidentiality);
        • deliver up to the Client at the end of the Assignment all documents and other materials belonging to the Client which are in its possession including documents and other materials created by the Contractor during the Assignment;
        • not at any time make any copy, abstract, summary or précis of the whole or any part of any document or other material belonging to the Client except when required to do so in the course of the Assignment; and
        • enter into any supplementary confidentiality agreement or undertaking as may be reasonably requested by Konnect or the Client from time to time.
      • Unless otherwise specified in the Assignment Schedule, all Intellectual Property arising out of or in connection with the Assignment shall belong to the Client and the Contractor shall ensure that:
        • the Contractor and the Representative enter into such documents as may be necessary, without delay and without charge, to formally assign to the Client any interests in any Intellectual Property which is created or discovered or which otherwise arises out of or in connection with the Assignment;
        • the Contractor will do everything and will procure that the Representative will do everything that the Client may reasonably require to vest the rights referred to in this clause in the Client or such third party as the Client specifies, whether before or after the termination of this agreement;
        • the Contractor discloses to the Client without delay any idea, method, invention, discovery, design, concept or other work made or created by the during the course of an Assignment; and
        • the Services do not breach the intellectual property rights of any third party.
      • For the avoidance of doubt, the Client shall retain ownership of all Intellectual Property of any nature in the documents, data and other materials provided to or provided by the Contractor in relation to an Assignment and the Client shall not be deemed to have granted the Contractor a licence to use the documents, data or other materials other than for the purposes of performing the relevant Assignment.
      • The Contractor irrevocably and unconditionally waives in favour of the Client all moral rights conferred on it by statute for any intellectual property, design or copyright work in which rights are or should be vested in the Client pursuant to this clause and the Contractor shall procure the same waiver from the Representative.
      • The Contractor shall indemnify the Client and Konnect against any Losses arising out of or in connection with any allegation that any work or work product performed or delivered by the Contractor in connection with this agreement infringes the intellectual property rights of any third party.
      • The Contractor may have access to Data during an Assignment and, as a data processor within the meaning of the Data Protection Legislation, shall:
        • process such Data only on the written instructions of the Client;
        • where applicable, ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Data and against accidental loss or destruction of, or damage to, Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected;
        • ensure that all Representatives who have access to and/or process Data are obliged to keep the Data confidential;
        • not transfer any Data outside of the European Economic Area without the prior written agreement of the Client;
        • assist the Client in responding to any request from an individual pursuant to the Data Protection Legislation;
        • notify the Client without undue delay on becoming aware of a breach of data security; and
        • delete or return, as requested by the Client, Data and copies thereof on termination of the Assignment.

    1. BRIBERY & ANTI-CORRUPTION

      • The Contractor shall:
        • comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
        • not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
        • comply with the Client’s Ethics and Anti-Bribery Policies as notified to the Contractor, in each case as may be updated from time to time (Relevant Policies);
        • have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and clause 1.2, and will enforce them where appropriate; and
        • promptly report to Konnect any request or demand for any undue financial or other advantage of any kind received by the Contractor in connection with the performance of this agreement or the Assignment.

    1. COMPLIANCE INFORMATION

      • If requested by Konnect, the Contractor shall, as soon as practicable, provide such documents and information as may be reasonably required to demonstrate the Contractor’s compliance with this agreement.
      • The Contractor warrants that the Contractor is entitled to provide to Konnect any documents and information relating to the Representative which may be required under this clause 11.
      • Konnect warrants that:
        • it shall process and retain all data, documents and information provided by the Contractor under this clause in accordance with the Data Protection Legislation; and
        • Konnect shall not disclose any such data, documents or information to any third party other than the Client, their professional advisors and service providers or as required by law.

    1. LIABILITY & INDEMNITY

      • The Contractor shall be liable for and shall indemnify Konnect and the Client for any Losses suffered or incurred as a result of:
        • the Contractor’s breach of any obligation under this agreement, negligence or other tortious act and breach of statutory duty;
        • any defect in the Services and, if requested by the Client or Konnect, the Contractor shall remedy any defect which is capable of remedy without delay in the Contractor’s own time and at the Contractor’s own expense;
        • any Representative bringing or threatening to bring a claim against Konnect or the Client in the Employment Tribunal;
        • any Representative or third party bringing or threatening to bring a claim against the Client or Konnect predicated upon there being a direct contractual relationship between the Representative and the Client or Konnect; and
        • any claim, demand or assessment made by HMRC (or an equivalent body anywhere in the world) for income tax, National Insurance Contributions or social security contributions relating to any Representative.
      • Subject to clause 3, the aggregate liability of Konnect to the Contractor in respect of any claim or series of claims arising out of or in connection with this agreement and whether arising in contract, tort (including negligence) or otherwise shall be limited to the Contractor Fees paid by Konnect to the Contractor in the three month period immediately prior to such claim arising.
      • Nothing in this agreement should be construed as limiting or excluding Konnect’s liability for fraud or fraudulent misrepresentation, for death or personal injury arising from Konnect’s negligence or for any other claim which may not be limited or excluded by law.

    2. INSURANCE

      • The Contractor must, unless otherwise specified in the Assignment Schedule, maintain in force throughout the Assignment:
        • Employers’ Liability Insurance with cover of not less than £5,000,000 per claim, unless the Contractor is exempt under the Employers’ Liability (Compulsory Insurance) Act 1969;
        • Public Liability Insurance with cover of not less than £1,000,000 per claim; and
        • Professional Indemnity Insurance with cover of not less than £250,000 per claim or such other cover as may be specified in the Special Conditions.
      • The Contractor must ensure that the Professional Indemnity Insurance policy referred to in clause 1.3 is maintained for a period of not less than six years following termination of this agreement.
      • The Contractor shall provide copies of the insurance policy schedule to Konnect and the Client on request, together with the receipt for payment of the annual premiums.

    3. RESTRICTION

    The Contractor shall not and shall procure that the Representative does not without the consent of Konnect, supply services which are materially similar to the Services to the Client, directly or indirectly, within the Restricted Period.

    1. GENERAL PROVISIONS

      • The Contractor shall not assign any of its rights under this agreement without the written consent of Konnect.
      • If any provision in this agreement is determined by a competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the agreement, which shall continue to be valid to the fullest extent permitted by law.
      • Subject to clause 4, neither party intends for this agreement to be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.
      • The Client shall have the benefit of a third party right to enforce clauses 9, 10 and 1 directly against the Contractor.
      • No failure or delay by a party in exercising any right or remedy under the agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
      • This agreement shall be interpreted in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any dispute or claim arising between the parties in relation to the construction, interpretation or performance of the agreement.

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