Contract for Services
1.1 The following definitions apply to this Agreement:
Agency means an ‘employment business’ as defined under the Employment Agencies Act 1973 and includes businesses which provide work finding services, and which the Contractor may enter into contract with for the provision of its services.
Agreement means this agreement between the Subcontractor and Contractor for the provision of the Services and includes any Assignment Schedules;
Assignment means the period of engagement of the Contractor to provide the Services to the Client as set out in the Assignment Schedule from time to time;
Assignment Schedule means the document(s) setting out the specific details of each Assignment, which may include (but is not limited to) the Services to be provided, location, end client, fee for Services, start date and end date;
CIS means the Construction Industry Scheme;
Client means a third party engaging the Services of one of more Subcontractors, [either via an Agency and the Contractor] or directly via the Contractor;
Confidential Information means (without limitation) lists or details of customers, information relating to the working of any projects or invention carried on or used by the Client, information relating to research, projects, secret formulae, processes, inventions, designs, know-how, discovering, technical specifications and other technical information, accounts of financial dealings of the Client and/or price sensitive information;
Data Protection Laws means the Data Protection Act 1998, the GDPR and all related national laws, regulations and secondary legislation and European directives relating to data protection and privacy in each case as amended, replaced or updated from time to time and together with any subordinate or related legislation;
GDPR means the General Data Protection Regulations (EU) 2016/679;
Immediate Notice means notice to terminate with immediate effect, and shall be effective however communicated;
Personal Data has the meaning given to it under Data Protection Laws;
Services means the services performed by the Subcontractor, on the Contractor’s behalf, for the Client as set out in the Assignment Schedule;
Substitute means an individual with the requisite skills, experience and qualifications to sufficiently provide the Services as a replacement for the Subcontractor and includes a hired assistant;
UTR means unique tax payer reference; and
Work Product means any work carried out as part of the Services, and includes any product, drawings, plans, reports and other documents and changes to the same which are created as a result of the provision of the Services.
2.1 The Subcontractor is registered with HMRC as being self-employed.
2.2 The Subcontractor is registered under the CIS with HMRC.
2.3 The Contractor engages the Services of the Subcontractor to enable the Contractor to provide the Services to its Client either directly, or via an Agency.
2.4 The Subcontractor represents that he:
3.1 This Agreement contains the terms and conditions under which the Subcontractor will carry out assignments on behalf of the Contractor, as agreed between the parties from time to time. 3.2 Subject to any variation under clause
3.3 this shall be the Agreement to the exclusion of all other terms and conditions (including any terms and conditions which the Client purports to apply under any other document).
3.3 It is the intention of the parties that when the Contractor provides the Services for an Assignment, each Assignment will constitute a separate and distinctive engagement under this Agreement. Unless varied or agreed between the parties (by way of Assignment Schedule or otherwise) the terms and conditions of this Agreement shall apply to each Assignment.
3.4 The parties agree that neither the provision of the Services nor the terms of this Agreement are intended to create an employment relationship between any of the Contractor, Subcontractor or the Client.
3.5 By providing Services in accordance with this Agreement and any applicable Assignment Schedule the Subcontractor shall be deemed to have accepted the terms of this Agreement any applicable Assignment Schedule.
4.1 The Contractor is under no obligation to offer future contracts or assignments to the Subcontractor and where any such offers are made the Subcontractor is not obliged to accept them.
4.2 The Subcontractor is not obliged to make his Services available at any time and both parties agree that they do not intend to create or imply any mutuality of obligation at any time, either during or in between any Assignment.
4.3 The Subcontractor is free to provide any services to any other party at the same time as providing Services to the Contractor. The Contractor acknowledges that it will not have first call on the services of the Subcontractor in priority to any third party.
4.4 The Subcontractor is responsible for his own provision of services. Nether the Contractor, its Client or agency, will have, or will retain any right of, supervision, direction or control over the manner in which the Subcontractor performs its Services.
5.1 The Subcontractor may, at his absolute discretion, send a Substitute to perform the Services.
5.2 Where the Subcontractor provides a Substitute to perform the Services, he warrants that the Substitute:
5.3 The parties agree there shall be no contractual or financial relationship between the Contractor and the Substitute. The Subcontractor is solely responsible for arranging payments to the Substitute and dealing with any associated tax implications.
6.1 Payment to the Subcontractor will be dependent on the verification of the Subcontractor’s UTR.
6.2 The Subcontractor shall receive the payment from Contractor for an Assignment at the rate and method agreed between the parties in writing, or specified in any applicable Assignment Schedule. [Where the parties have not agreed a method of payment, the default provisions set out at clause 6.3 will apply.]
6.3 Upon receipt of money from the Client in relation to Services it provides, the Contractor shall:
6.4 The Subcontractor is responsible for paying his own taxes including but not limited to any PAYE, income tax and national insurance contributions for the Subcontractor [and any Substitute].
6.5 The Subcontractor agrees he will keep the Contractor, the Client and the Agency (where applicable) indemnified:
6.6 The Contractor shall be entitled to set off and/or withhold any such sums (to which it may be entitled under an indemnity in this Agreement) against any sum it may be liable to pay the Subcontractor.
6.7 If the Contractor has reasonable grounds to consider that the Subcontractor is no longer self-employed and/or the manner in which the Subcontractor provides the Services is in fact subject to (or to the right of) supervision, direction or control by any person, the Contractor may also (in addition to the items specified under clause 6.3 make provision for payment of employers NIC from sums received in respect of Services performed by the Subcontractor as if it were employment income.
6.8 The Contractor reserves the right to require the Subcontractor to sign and return a copy of this Agreement and/or the applicable Assignment Schedule before making any payment.
6.9 The Subcontractor will not be entitled to receive payment where the Services are cancelled (for example due to inclement weather) or cannot be performed. For the avoidance of doubt the Subcontractor is not, for any reason whatsoever, entitled to payment other than for time actually spent providing the Services.
6.10 The Subcontractor is responsible for all his travelling expenses (and the expenses of any Substitute) including to and from any location where he has been engaged to provide the Services. Where transport facilities are made available by the Contractor to a particular location this is entirely at the Contractor’s discretion and such facilities may be withdrawn at any time and the costs of such facilities may be reflected in the price or rate agreed with the Subcontractor.
6.11 As an independent business, the Subcontractor agrees that he is not an employee of of the Contractor (or the contractor’s client or agency) and is not entitled to statutory employment rights, holiday pay, sick pay or any other payments.
6.12 The subcontractor agrees he is not entitled to any payments for any periods when the Services are not provided to the Contractor in any circumstances.
7.1 The Subcontractor shall provide the Services with reasonable skill and care and in doing so it shall ensure that the Services are provided in accordance with the Client’s quality standards and co-operate with any timescale set by the Client.
7.2 Where any Services are delivered which do not meet the Client’s [or Agency’s] quality standards (as determined solely by either the Client or the Contractor) the Subcontractor agrees to rectify the Services in its own time and at its own cost.
8.1 The Subcontractor is responsible for providing and maintaining his own equipment, tools and personal protective clothing and safety equipment.
8.2 The Subcontractor shall be liable to the Contractor, [the Agency] and/or Client for any claims for loss, damage, injury or expense incurred by the Contractor, [the Agency] or the Client (including but not limited to cost of repairing, replacing or making good defective works, loss or damage to any equipment, tools or vehicles of the Contractor or a third party) arising from any acts or omissions of the Subcontractor or any Substitute in relation to the Services (including but not limited to, negligent, unlawful or wrongful acts or omissions) or from any breach of the terms of this Agreement or any applicable Assignment Schedule.
8.3 The Subcontractor agrees that the Contractor may deduct from any monies owed to the Subcontractor amounts sufficient to remedy any damage or loss caused by the Subcontractor or Substitute in accordance with this clause 8.
9.1 The Subcontractor accepts that he is responsible for the Services, and that he is responsible for covering his own risk with suitable policies of insurance.
9.2 Where applicable the Contractor requires that the Subcontractor hold insurance policies with the following limits:
Employers Liability £10 millionPublic Liability £5 millionProfessional Indemnity £1 millionContract Works £20,000 per event orContractors All Risk £20,000 per event
the Subcontractor agrees to make copies of the polices available at the Contractor’s request.
10.1 The Subcontractor will take all reasonably practicable steps to ensure that the Subcontractor and any other person potentially affected by the Subcontractor’s actions on the Assignment are not expose to risks of health and safety.
10.2 In the interests of health and safety obligations imposed on the Contractor, the Subcontractor agrees to comply with all reasonable operational rules including but not limited to working hours, site security and safety.
10.3 The parties acknowledge that it may be necessary for health and safety reasons for the Subcontractor to be identifiable whether evidenced by security passes or on parts of clothing. However, the Subcontractor will not represent himself as an agent or employee of the Contractor at any time, but as an independent subcontractor in business on his own account engaged by the Contractor for the specific purpose of providing the Services.
10.4 The Subcontractor agrees that if he has any health and safety issues or concerns regarding a particular Assignment, or providing the Services more generally, these concerns will be raised with the Contactor prior to commencing the Assignment.
11.1 The Subcontractor warrants and represents that:
11.2 The Subcontractor shall immediately notify the Contractor of anything which might affect his self-employed status, including any changes to the arrangements under which he is supplying the Services, and/or the loss or cancellation of or any change to his UTR number or CIS status.
11.3 The Subcontractor shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010. Without prejudice to the generality of this clause, the Subcontractor shall not engage in any activity, practice or conduct, which would constitute an offence under sections 1,2 or 6 of the Bribery Act if such activity, practice or conduct had been carried out in the UK.
12.1 This Agreement can be terminated by either party for any reason on Immediate Notice.
13.1 The Subcontractor shall ensure that it will not for the duration of the Agreement or after its termination (unless authorised to do so by the Client) use for its own benefit or the benefit of any other person, or disclose to any other person or through any failure to exercise all due care and diligence cause or permit any unauthorised disclosure of any Confidential Information which it has obtained by virtue of the Assignment or in respect of which the Client is bound by an obligation of confidence to a third party.
13.2 For the avoidance of doubt, clause 13.1 shall not apply in respect of any Confidential Information which is in or becomes part of the public domain, other than through a breach of the obligations of confidentiality set out in this Agreement, or to the extent that the Contractor or Subcontractor are required to disclose Confidential Information by any applicable law, governmental order, decree, regulation licence and/or rule.
14.1 The Contractor will collect and process information relating to Subcontractor(s) in accordance with the privacy notice which is annexed to this Agreement. Each Subcontractor is required to sign and date the privacy notice and return it to the Contractor.
14.2 The Subcontractor(s) shall comply with the Contractor’s and Client’s data protection policies and Data Protection Legislation when handling Personal Data during an Assignment.
14.3 If the Contractor plans to sell its business or integrate it with another business, the Contractor may also disclose Personal Data to prospective purchasers and their advisors, and to any new owner of the business.
14.4 The Subcontractor has a right of access under Data Protection Legislation to the Personal Data that the Contractor holds about him. For the purposes of Data Protection Legislation the Contractor is a “data controller” in relation to Personal Data supplied about the Subcontractor to the Contractor.
15.1 All rights in the nature of intellectual property rights in any Work Product shall vest in and belong to the Client, and the Subcontractor shall on request sign any required form of documentary assurance in respect thereof.
16.1 The Subcontractor confirms that he has read and understood the terms and conditions herein and has had the opportunity to discuss this Agreement with any person or professional adviser he considers necessary before signing.
16.2 Both parties agree this is intended to be a legally binding contract governing the nature of the contractual relationship between them.
16.3 Both parties agree that, this Agreement (and any applicable Assignment Schedule) represents the whole agreement between them. No variations may be made to these terms unless agreed in writing by both parties.
16.4 Should the Contractor fail to enforce or apply any of the rights that it has under this Agreement , it shall not be construed that the Contractor approves or agrees to any breach of contract or that it loses its rights to enforce the terms of this Contract for Services in full at any time now or in the future.
16.5 The headings used in the Agreement are for ease of reference only and are not intended to be interpreted as part of the terms agreed between the parties. References to the masculine include the feminine.
16.6 This Agreement along with the applicable Assignment Schedule 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.
16.7 The parties agree that the arrangements contemplated in this Agreement and any applicable Assignment Schedule do not fall within the scope of either the Employment Agencies Act 1973 or the Conduct of Employment Agencies and Employment Businesses Regulations 2003. However to the extent it is determined that this legislation does apply, the Subcontractor agrees to opt out of the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
16.8 You may, at any time, inform the Company in writing that you wish to opt in to the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
16.9 This contract is governed by the laws of England and Wales.
THE SELF-BILLER (THE CUSTOMER) AGREES:
THE SELF-BILLEE AGREES:
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Document Name: Contract for Services
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