CONTRACT FOR SERVICES
Agreement dated: <<Date>>
Agreement number: <<Agreement Number>>
PROVIDER <<YotHop Limited>>
& CONTRACTOR: <<Name>>
Address: <<Provider Address>>
Commencement date: <<Start Date>>
Expected completion date: <<Expected End Date>>
The total price for this contract is
estimated to be: <<Estimated Contract Value>>
The Monthly rate which will apply
(excluding VAT) is: <<Invoice Rate>>
Payment frequency: <<Contractor Invoice Frequency>>
Nature of Contractor services: <<details of project or services to be supplied>>
<<These can be set out here or in separate schedule>>
By Provider / Employer:
By Contractor: <<Add details of any equipment you are providing>>
Notice Period for early Termination:
By Provider / Employer:
By Contractor: <<Both parties should have equal rights of termination and the notice period should not exceed 30 days>>
THIS CONTRACTOR AGREEMENT made on <<Date>>
AGREEMENT NUMBER: <<Agreement Number>>
(1) <<Name>> of << Address>> (“the Contractor”).
(2) YotHop Limited registered in England under Number 09347128 of Hazelmere, Station Rd, Woolacombe, EX34 7AW (“the Provider)” on behalf of (“the Employer)
(A) The Contractor carries on the business of the provision of services relating to the services (“the Services”) specified in the attached Contract Schedule (“the Schedule”)
(B) The Provider has requested the Contractor and the Contractor has agreed with the Provider, to provide the Services on the terms and subject to the conditions of this agreement (“the Agreement”).
IT IS AGREED as follows:-
1 INTERPRETATION AND DEFINITIONS
1.1 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine, and vice versa.
1.2 The headings contained in the Agreement are for convenience only and do not affect their interpretation.
“Provider” means the person, firm or corporate body together with any subsidiary or associated company as defined by the Companies Act 2006 requiring the services of the Contractor and identified in the Schedule.
2.1 The Contractor’s obligation to provide the Services shall be performed by one or more employees of the Contractor as the Contractor may consider appropriate (“the Staff”), subject to the Provider being reasonably satisfied that the Staff has the required skills, qualifications and resources to provide the Services to the required standard.
2.2 The Contractor has the right, at its own expense, to enlist additional or substitute Staff in the performance of the Services or may, sub-contract all or part of the Services, provided that the Contractor provides details, whenever practical, of the proposed substitute or sub contractor ahead of the planned substitution and subject to the Provider being reasonably satisfied that such additional Staff or any such sub-contractor has the required skills, qualifications, resources and personnel to provide the Services to the required standard.
2.3 Where the Contractor provides a substitute or sub-contracts all or part of the Services pursuant to clause 2.2 above, the Contractor shall be responsible for paying the substitute or sub contractor and shall ensure that any agreement between the Contractor and any such substitute or sub-contractor shall contain obligations which correspond to the obligations of the Contractor under the terms of this Agreement and the Contractor shall remain responsible for the acts or omissions of any such substitute or sub-contractor.
2.4 The Contractor shall take all reasonable steps to avoid any unplanned changes of Staff assigned to the performance of the Services but if the Contractor is unable for any reason to perform the Services the Contractor should inform the Provider on the first day of unavailability and in such case shall provide a substitute subject to the provisions of clause 2.2.
2.5 Due to the specialised nature of the work there may be a lengthy learning process for any Staff prior to becoming familiar with the work. As a result where substitute or additional staff are provided or where the performance of all or part of the Services is sub-contracted, the Contractor shall provide wherever possible, at its own expense, a reasonable overlap period for such substitute or additional Staff or any such sub contractor.
2.6 In the event that the Contractor is unable to supply either the original personnel or acceptable substitutes or sub contractors then the Provider is entitled to cancel this Agreement forthwith.
2.7 The Schedule shall specify the Provider, the fee payable by the Provider and such disbursements as may be agreed and any other relevant information.
2.8 Save as otherwise stated in this Agreement, the Provider acknowledges and accepts that the Contractor is in business on its own account and the Contractor shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Services>>.
3 THE CONTRACT
3.1 This Agreement constitutes the contract between the Provider and the Contractor and governs the performance of the Services by the Contractor for the Provider.
3.2 The Contractor shall not be required to provide any advice and assistance in addition to the Services and any requests to provide such additional advice and assistance shall be subject to the prior approval of the Contractor and agreement between the Contractor and the Provider as to the level of fees payable for such additional advice and assistance. In the event that such additional advice and assistance is agreed, the Contractor must notify the Provider of the terms upon which such services will be provided including details of any new fee arrangements in order that the fee arrangement between the Contractor and Provider as set out in the Schedule may be adjusted accordingly.
3.3 No variation or alteration of these terms shall be valid unless approved by the Provider and the Contractor in writing except where changes to the Services are necessary to comply with applicable safety and other statutory requirements, in which case the Contractor may make such necessary changes without prior notification to the Provider.
4 UNDERTAKING OF THE CONTRACTOR
4.1 The Contractor warrants to the Provider that by entering into and performing its obligations under this Agreement it will not thereby be in breach of any obligation which it owes to any third party.
4.2 The Contractor warrants to the Provider that its Staff and any substitutes or sub contractors will carry out the Services with reasonable skill and care and as far as possible in accordance with the terms of this Agreement and any other timetables or other targets agreed.
5.1 The Contractor warrants to the Provider that it’s Staff and any substitutes and sub-contractors used in accordance with the terms of this contract have the necessary skills and qualifications to perform the Services.
6 CONTRACTOR’S OBLIGATION
6.1 The Contractor agrees on its own part and on behalf of its Staff and any substitutes and subcontractors used in accordance with the terms of this contract as follows:-
6.1.1 Not to engage in any conduct detrimental to the interests of the Provider which includes any conduct tending to bring the Provider into disrepute or which results in the loss of custom or business.
6.1.2 To comply with any statutory rules or regulations including but not limited to those relating to health and safety, together with such procedures of the Provider as the Provider notifies the Contractor and/or its Staff and any substitutes and sub-contractors that it is essential that the Contractor and its Staff and any substitutes and sub-contractors comply with to properly perform the Services (including for example where the Services are to be performed at the premises of the Provider the health and safety policy and security arrangements) during the performance of the Services. Subject to the rules and regulations which the Provider notifies the Contractor and/or its Staff and any substitutes and sub-contractors that it is essential that the Contractor and its Staff and any substitutes and sub-contractors comply with the Contractor and its Staff and any substitutes and sub-contractors shall not be bound by the policies and procedures which an employee of the Provider would be bound by.
6.1.3 To furnish the Provider with any progress reports as may be requested from time to time.
6.1.4 To notify the Provider forthwith in writing if it should become insolvent, dissolved or subject to a winding up petition.
7.1 The Contractor shall provide at its own cost, subject to any agreement to the contrary specified in the Schedule, all such necessary equipment as is reasonable for the satisfactory performance by the Staff and any substitutes and sub-contractors of the Services.
7.2 If as a matter of convenience, the Contractor is provided with equipment by the Provider or Provider for the purposes of an Assignment, the Contractor shall be responsible for ensuring that they preserve the security and condition of such equipment. If and to the extent that any equipment is lost while in the Contractor’s possession, the Contractor shall be responsible for the cost of any necessary repairs or replacement.
8 METHOD OF PERFORMING SERVICES
8.1 The Contractor’s Staff are professionals who will use their own initiative as to the manner in which the Services are delivered provided that in doing so the Contractor shall co-operate with the Provider and comply with all reasonable and lawful instructions of the Provider.
8.2 The Contractor may provide the Services at such times and on such days as the Contractor shall decide but shall ensure that Services are provided at such times as are necessary for the proper performance of the Services.
8.3 The relationship between the parties is between independent companies acting at arm’s length and nothing contained in this Agreement shall be construed as constituting or establishing any partnership or joint venture or relationship of employer and employee between the parties or their personnel.
8.4 Where the proper performance of the Services are dependent on the completion of tasks or services by third parties (including employees of the Provider but excluding any substitute or sub contractor of the Contractor), the Contractor shall have no liability to the Provider for any delay, non or partial performance of the Services arising from the delay or non or partial performance of such tasks by third parties.
8.5 The Contractor may provide the Services from such locations as are appropriate in the Contractor’s judgment. When necessary the Provider will provide the Contractor with appropriate access to the Provider’s facilities as is necessary for the effective conduct of the Services
9.1 Upon completion of the Services or as may be agreed and specified in the
Schedule the Contractor shall deliver to the Provider its invoice for the amount due from the Provider to the Contractor giving a detailed breakdown showing the work performed. The Contractor’s invoice should bear the Contractor’s name, company registration number, VAT number and should state any VAT due on the invoice.
9.2 The Contractor shall obtain the signature of an authorised representative of the Provider as verification of execution of the Services.
9.3 The Provider shall not be obliged to pay any fees to the Contractor unless an invoice has been properly submitted by the Contractor in accordance with sub-clause 9.1 of this Agreement and until the Provider has verified the execution of the Services.
10.1 Subject to the receipt of the Contractor’s invoice in accordance with clause 9 above and verification by the Provider of execution of the Services in accordance with sub-clause 9.3 above, the Contractor will receive payment from the Provider for the Services in accordance with the fee specified in the Schedule, plus VAT to be shown separately where appropriate.
10.2 The Contractor shall be responsible for any PAYE Income Tax and National Insurance
Contributions and any other taxes and deductions payable in respect of its Staff in respect of the Services.
10.3 All payments will be made to the Contractor.
10.4 If the Contractor shall be unable for any reason to provide the Services to the Provider, no fee shall be payable by the Provider during any period that the Services are not provided.
10.5 Notwithstanding the provisions of the proviso to clause 8.2, the Contractor will be able to suspend the provision of the Services on up to 30 days per annum per each Staff (or pro rata where the Services are for less than one year). The Contractor shall be responsible to pay the Staff all sums due in respect of those days upon which the Services provided are suspended pursuant to the Working Time Regulations 1998 or otherwise.
11 OBLIGATIONS OF THE Provider
11.1 Throughout the term of this Agreement the Provider shall pay the Contractor the agreed fee in accordance with clause 10.1 above.
11.2 The Provider shall furnish the Contractor with sufficient information about the Services in order for the Contractor to arrange for the Services to be carried out.
11.3 The Provider will advise the Contractor of any health & safety information or advice which it receives from the Provider which may affect the Contractor’s Staff during the performance of the Services.
12 TERM OF THE AGREEMENT
12.1 This Agreement shall commence in accordance with the Schedule and shall either (as specified in the Schedule) continue until completion of the Services to the reasonable satisfaction of the Provider or the termination date as specified in the Schedule, at which time this Agreement shall expire automatically, or the contract be terminated early by the Provider or Contractor upon giving the required notice as set out in the Contract Schedule.
12.2 Notwithstanding sub-clause 12.1 of this Agreement, the Provider may at any time with one week’s notice instruct the Contractor to cease work on the Services, or at any time without notice and without liability require the Contractor to cease work on the Services, where:
12.2.1 The Contractor (or its substitutes and sub contractors) has committed any serious or persistent breach of any of its obligations under this Agreement;
12.2.2 The Provider reasonably believes that the Contractor (or its substitutes and sub contractors) has not observed any condition of confidentiality applicable to the Contractor from time to time; or
12.2.3 The Contractor (or its substitutes and sub contractors) proves, in the reasonable opinion of the Provider, unsatisfactory to the Provider including while performing the Services acting in breach of any statutory obligations or acting in breach of such procedures of the Provider as the Provider notifies the Contractor and/or its Staff that it is essential that the Contractor and its Staff comply with to properly perform the Services;
12.2.4 If performance of the Services is prevented by the incapacity of the Staff and the Contractor is unable to provide a replacement member of Staff or a suitable substitute or sub contractor pursuant to the provisions of clause 2.2.
12.2.5 The Contractor becomes insolvent, dissolved or subject to a winding up petition;
12.2.6 Any member of the Contractor (or its substitutes and sub contractors) is guilty of any fraud, dishonesty or serious misconduct.
AND the provisions of this clause 12.2 shall equally apply to any party performing the Contractor’s obligations as provided for in clause 2.
12.3 Upon completion or termination of the Services the Provider shall be under no obligation to offer the Contractor further work, nor shall the Contractor be under any obligation to accept any offer of work made by the Provider.
12.4 Notwithstanding sub-clause 12.1 of this Agreement the Contractor may terminate the contract if the Provider has committed any serious or persistent breach of any of its obligations under this Agreement or in the event that the Provider becomes insolvent, dissolved or subject to a winding up petition.
13 INTELLECTUAL PROPERTY
13.1 The Contractor acknowledges that all copyright, trademarks, patents and other intellectual property rights deriving from the Services shall belong to the Provider, including any documents or other works prepared by the Contractor its staff and any substitutes and subcontractors. Accordingly the Contractor shall (and shall procure that any relevant member of its Staff and any substitutes and sub-contractors) execute all such documents and do all such acts at its own cost as the Provider shall from time to time require in order to give effect to its rights pursuant to this clause.
14.1 In order to protect the confidentiality and trade secrets of any Employer and without prejudice to every other duty to keep secret all information given to it or gained in confidence the Contractor agrees on its own part and on behalf of its Staff and any substitutes and sub-contractors used in accordance with the terms of this contract as follows:-
14.1.1 Not at any time whether during or after the performance of the Services (unless expressly so authorised by the Provider as a necessary part of the performance of its duties) to disclose to any person or to make use of any of the trade secrets or confidential information of the Provider;
14.1.2 To deliver up to the Provider (as directed) at the end of the Assignment all documents and other materials belonging to the Provider (and all copies) which are in its possession including documents and other materials created by it or the Staff during the course of the Assignment;
14.1.3 Not at any time to make any copy, abstract, summary or précis of the whole or any part of any document or other material belonging to the Provider except when required to do so in the course of its duties under the Assignment in which event any such item shall belong to the Provider.
14.2 The Contractor shall procure and ensure that the provisions of this clause 14 shall also apply to any subcontractor performing the Contractor’s obligations provided for in clause 2.
15 COMPUTER EQUIPMENT WARRANTY
15.1 The Contractor warrants to the Provider that any computer equipment and associated software which it provides to its Staff for the purpose of providing the Services contains anti-virus protection with the latest released upgrade from time to time and will be year 2000 compliant, and the Contractor shall procure that the provisions of this clause shall also apply to any computer equipment and associated software provided by any subcontractor of this Agreement.
16 RELATIONSHIP BETWEEN THE PROVIDER AND CONTRACTOR
16.1 The Contractor acknowledges to the Provider that there is no intention on the part of the Contractor, its staff, substitutes or sub contractors or the Provider to create an employment relationship between any of those parties and that the responsibility of complying with all statutory and legal requirements relating to the Staff of the Contractor (including but not limited to the payment of taxation, maternity payments and statutory sick pay) shall fall upon and be discharged wholly and exclusively by the Contractor. In the event that any person should seek to establish any liability or obligation upon the Provider on the grounds that the staff are an employee of the Provider, the Contractor shall upon demand indemnify the Provider and keep them indemnified in respect of any such liability or obligation and any related costs expenses or other losses which the Provider shall incur.
16.3 The Provider is under no obligation to offer work to the Contractor and the Contractor is under no obligation to accept any work that may be offered by the Provider. Neither party wishes to create or imply any mutuality of obligation between themselves either in the course of, or between, any performance of Service under the Agreement.
17.1 All notices which are required to be given hereunder shall be in writing and shall be sent to the registered office from time to time of the party upon whom the notice is to be served. Any such notice may be delivered personally or by first class prepaid post or email transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours and if by email when dispatched.
18.1 The Contractor shall be liable for any loss, damage or injury to any party, resulting from the acts or omissions of the Contractor or its Staff (including substitute or replacement Staff) or from the acts or omission of any sub-contractor to whom the Contractor sub-contracts the performance of the Services whether or not such act or omission constitutes a breach of this Agreement and the Contractor shall indemnify and keep indemnified any such party including, without limitation to the foregoing, the Provider against any such loss, damage or injury.
18.2 The Contractor shall ensure the provision of adequate insurance to cover the risk of a claim against the Contractor (or its Staff or any sub-contractor) whether pursuant to the terms of this Agreement (including clause 19.1) or otherwise (including without limitation Employer’s Liability Insurance, Public Liability Insurance and any other suitable policies of insurance such as Professional Indemnity insurance in respect of the Contractor and its Staff or any sub contractor).
18.3 The Contractor shall be liable for any defects arising as a result of the provision of the
Services and the Contractor shall rectify at its own cost such notified defects as may be capable of remedy.
18.4 The Contractor acknowledges that the Staff provided is not an Agency Worker as defined under the Agency Worker Regulations 2010 and that the Agency Worker Regulations 2010 do not apply in relation to this Agreement. The Contractor shall indemnify and keep indemnified the Provider against any losses the Provider may suffer as a result of any claim made by or on behalf of any of the Staff under the Agency Worker Regulations 2010.
19 GOVERNING LAW AND JURISDICTION
19.1 This Agreement shall be construed in accordance with the laws of England & Wales and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of this Agreement shall be subject to the exclusive jurisdiction of the Courts of England & Wales.
20.1 If any provision or term of this Agreement shall become or be declared illegal, invalid or unenforceable for any reason whatsoever including, but without limitation, by reason of the provisions of any legislation or other provisions having the force of law or by reason of any decision of any Court or other body or authority having jurisdiction over the parties of this Agreement such terms or provisions shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement and the remainder of the provisions shall continue in full force and effect provided always that if any such deletion substantially affects or alters the commercial basis of this Agreement the parties shall negotiate in good faith to amend the modify the provisions and terms of this Agreement as necessary or desirable in the circumstances.
21 ENTIRE AGREEMENT
21.1 This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof.
22 FORCE MAJEURE
22.1 The Contractor shall not be liable for any breaches of its obligations under this Agreement resulting from causes beyond its reasonable control including but not limited to Acts of God, enemy, fire, flood, explosion or other catastrophe.
22.2 The Contractor accepts that the Provider shall not be liable for any breaches of its obligations to the Contractor under its agreement with the Provider resulting from causes beyond its reasonable control including but not limited to Acts of God, enemy, fire, flood, explosion or other catastrophe.