Recruiter Agreement

Where you are operating as a LTD company or equivalent registered company, these terms will apply:

Consultancy Agreement via a Service Company

Parties

Auxeris Limited incorporated and registered in England and Wales with company number 12773096 whose registered office is at Worthy House, 14 Winchester Road, Basingstoke, Hampshire, United Kingdom, RG21 8UQ (Client)

Your company is incorporated and registered in with company number as provided in your Auxeris account whose registered office is as provided in your account (Consultant Company)

Agreed terms

Interpretation

1.1 The following definitions and rules of interpretation apply in this agreement (unless the context requires otherwise).

Board: the board of directors of the Client (including any committee of the board duly appointed by it).

Business of the Client: Management and fulfilment of job searches on behalf of third-party hirers with the support of consultant recruiters. Managing back-office operations associated with recruitment of both temporary and permanent workers.

Business Opportunities: any opportunities which the Consultant Company or the Individual becomes aware of during the Engagement which relate to the Business of the Client or any Group Company or which the Board reasonably considers might be of benefit to the Client or any Group Company.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.

Client Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of the Client or Group Company or its or their customers and business contacts, and any equipment, keys, hardware or software provided for the Consultant Company or the Individual's use by the Client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Consultant Company or the Individual on the computer systems or other electronic equipment of the Client, the Consultant Company or the Individual during the Engagement.

Commencement Date: the date of agreement to these terms.

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, clients, suppliers, products, affairs and finances of the Client or any Group Company for the time being confidential to the Client or any Group Company and trade secrets including, without limitation, technical data and know-how relating to the Business of the Client or any Group Company or any of its or their suppliers, customers, clients, agents, distributors, shareholders, management or business contacts, and including (but not limited to) information that the Consultant Company or the Individual creates, develops, receives or obtains in connection with this Engagement, whether or not such information (if in anything other than oral form) is marked confidential.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Deemed Employment: an engagement to which section 61M(1)(d) of the Income Tax (Earnings and Pensions) Act 2003 applies.

Deliverable: any outputs of the Services and any other documents or materials provided by the Consultant Company to the Client as specified in Schedule 1 and any other documents and materials provided by the Consultant Company to the Client in relation to the Services (excluding the Consultant Company's equipment).

Engagement: the engagement of the Consultant Company by the Client on the terms of this agreement.

Group Company: the Client, its subsidiaries or holding companies from time to time and any subsidiary of any holding company from time to time.

Holding company: has the meaning given in clause 1.6.

Individual: the person agreeing to these terms.

Insurance Policies: commercial general liability insurance cover, employer's liability insurance cover, professional indemnity insurance cover, cyber insurance cover, and public liability insurance cover.

Intellectual Property Rights: patents, utility models, rights to Inventions, copyright and neighbouring and related rights, moral rights, trademarks 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 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.

Invention: any invention, idea, discovery, development, improvement or innovation made by the Consultant Company or by the Individual in connection with the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.

Off-payroll Working rules: the rules in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003.

Services: the services described in the Schedule 1.

Subsidiary: has the meaning given in clause 1.6.

Substitute: a substitute for the Individual appointed under the terms of clause 3.3.

Termination Date: the date of termination of this agreement, howsoever arising.

Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, inventions, ideas, discoveries, developments, improvements or innovations and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by the Consultant Company or the Individual in connection with the provision of the Services.

1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.5 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.

1.6 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), whether by way of security or in connection with the taking of security, or (b) as a nominee.

Term of engagement

2.1 The Client shall engage the Consultant Company and the Consultant Company shall make available to the Client the Individual to provide the Services on the terms of this agreement.

2.2 The Engagement shall commence on the Commencement Date and shall continue unless and until terminated:

as provided by the terms of this agreement; or
by either party giving to the other not less than four weeks' prior written notice.

Duties and obligations

3.1 During the Engagement the Consultant Company shall, and (where appropriate) shall procure that the Individual shall:

provide the Services, including the Deliverables, with all due care, skill and ability and use its or their best endeavours to promote the interests of the Client and any Group Company;
unless the Individual is prevented by ill health or accident, ensure that the Deliverables conform in all respects with, and are achieved by any deadlines specified in, Schedule 1 and that the Deliverables shall be fit for any purpose expressly or implicitly made known to the Consultant Company by the Client; and
promptly give to the Board all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services, including the Deliverables, or the Business of the Client [or any Group Company].

3.2 If the Individual is unable to provide the Services due to illness or injury, the Consultant Company shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with 4 in respect of any period during which the Services are not provided or if Services are provided to put right defective or inadequate work, or if Services are provided to an inadequate standard.

3.3 The Consultant Company may, with the prior written approval of the Client and subject to the following proviso, appoint a suitably qualified and skilled Substitute to perform the Services instead of the Individual, provided that the Substitute shall be required to enter into direct undertakings with the Client, including with regard to confidentiality. The Consultant Company shall continue to invoice the Client in accordance with 4 and shall be responsible for the remuneration of the Substitute.

3.4 If a Substitute is appointed, the provisions relating to sub-processor obligations in 8 will apply and references in this agreement to the Individual shall include references to the Substitute.

3.5 The Consultant Company shall use its reasonable endeavours to ensure that the Individual is available on reasonable notice to provide such assistance or information as the Client may require.

3.6 Unless it or they have been specifically authorised to do so by the Client in writing:

neither the Consultant Company nor the Individual shall have any authority to incur any expenditure in the name of or for the account of the Client; and
the Consultant Company shall not, and shall procure that the Individual shall not, hold itself out as having authority to bind the Client.

3.7 The Consultant Company shall, and shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force at any of the Client's premises at which the Services are provided and report to the Client any unsafe working conditions or practices.

3.8 The Consultant Company shall procure that the Individual shall comply with the Client's policies on social media, use of information and communication systems, anti-harassment and bullying, no smoking, substance misuse, equal opportunities.

3.9 The Consultant Company undertakes to the Client that during the Engagement it shall, and shall procure that the Individual shall, take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to its or their knowledge and, in any event, before the same shall have been offered by the Consultant Company or the Individual (or caused by the Consultant Company or the Individual to be offered) to any other party provided that nothing in this clause shall require the Consultant Company or the Individual to disclose any Business Opportunities to the Client if to do so would result in a breach by the Consultant Company or the Individual of any obligation of confidentiality or of any fiduciary duty owed by it or them to any third party.

3.10 The Consultant Company may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:

the Client will not be liable to bear the cost of such functions; and
at the Client's request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.

3.11 The Consultant Company shall, and shall procure that the Individual shall, promptly give to the Board all such information and documentation as it may reasonably require from time to time in order for the Client to determine whether the Engagement is or will be within the Off-payroll Working rules and is or will be Deemed Employment and, if the Client determines the Engagement is Deemed Employment, in order to comply with any obligation on the Client to deduct and account for tax or national insurance contributions from the fees due under 4. The Consultant Company shall, and shall procure that the Individual shall, promptly inform the Board of any material change to any information or documentation previously provided in compliance with this clause and shall also promptly provide any other information or documentation that it considers (or ought reasonably consider) to be materially relevant to determining whether the Engagement is Deemed Employment. Subject to clause 16, the Client reserves the right to amend the terms of the Engagement, and this agreement, if the Engagement is determined to be Deemed Employment.

3.12 The Consultant Company shall, and shall procure that the Individual 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 (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;
have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and clause 3.12(b), and will enforce them where appropriate;
promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant Company or the Individual in connection with the performance of this agreement;
immediately notify the Client if a foreign public official becomes an officer or employee of the Consultant Company or acquires a direct or indirect interest in the Consultant Company (and the Consultant Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this agreement);
ensure that all persons associated with the Consultant Company or other persons who are performing services or providing goods in connection with this agreement comply with this 3.12; and
certify where required to the Client in writing signed by an officer of the Consultant Company, compliance with this 3.12 by the Consultant Company and all persons associated with it, including the Individual, and all other persons for whom the Consultant Company is responsible under 3.12(f). The Consultant Company shall provide such supporting evidence of compliance as the Client may reasonably request.

3.13 Failure to comply with 3.12 may result in the immediate termination of this agreement.

3.14 For the purpose of 3.12, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of 3.12, a person associated with the Consultant Company includes but is not limited to any Substitute for the Individual.

3.15 The Consultant Company shall, and shall procure that the Individual shall:

not engage in any activity, practice or conduct which would constitute either:
a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act; or
a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;
have and shall maintain in place throughout the term of this agreement such policies and procedures as are reasonable in all the circumstances to prevent the facilitation of tax evasion by another person (including without limitation employees of the Consultant Company and any Substitute), in accordance with any guidance issued under section 47 of the Criminal Finances Act 2017;
promptly report to the Client any request or demand received by the Consultant Company or the Individual from a third party to facilitate the evasion of tax within the
meaning of Part 3 of the Criminal Finances Act 2017 in connection with the performance of this agreement;
ensure that all persons associated with the Consultant Company or other persons who are performing services or providing goods in connection with this agreement comply with this 3.15; and
certify where required to the Client in writing signed by an officer of the Consultant Company compliance with this 3.15 by the Consultant Company and all persons associated with it, including the Individual, and all other persons for whom the Consultant Company is responsible under 3.15(e). The Consultant shall provide such supporting evidence of compliance as the Client may reasonably request.

3.16 Failure to comply with 3.15 may result in the immediate termination of this agreement.

Fees

4.1 The Client shall pay the Consultant Company the fees set out below exclusive of VAT, less any deductions for income tax and national insurance contributions as required by law, following the receipt of appropriate invoices from the Consultant Company, in each case giving details of the Services provided, the Deliverable achieved to the satisfaction of the Client in accordance with Schedule 1, the dates on the which the Services were provided and the amount of the fee payable (plus VAT, if applicable) for the achievement of the Deliverable:

Placement of a permanent candidate in a job vacancy on behalf of Auxeris: up to 70% of the total commission billable to the end hirer (15% of annual salary of the candidate placed).
Placement of a temporary candidate in a job vacancy on behalf of Auxeris where payroll services are required: up to 55% of the total commission billable to the end hirer (15% of hourly pay of the candidate placed).
Placement of a contract candidate in a job vacancy on behalf of Auxeris: up to 70% of the total commission billable to the end hirer (15% of hourly pay of the candidate placed).

A deliverable is deemed to be achieved upon the placement of a candidate and the subsequent completion of the incremental rebate periods associated with the placement. The rebate periods are as follows:

30 days – 20% of the commission received by the client from the end hirer.
60 days – 25% of the commission received by the client from the end hirer.
90 days – 25% of the commission received by the client from the end hirer.

The remaining 30% of the commission will be retained by the client.

The fees set out in this clause 4.1 shall only be payable to the Consultant Company following the achievement of a Deliverable (as set out more particularly in Schedule 1) to the satisfaction of the Client and on receipt of payment from the client. Subject to 4.3, the Consultant Company shall submit invoices, in each case, within seven days of the receipt of the purchase order documenting the achievement of a Deliverable to the satisfaction of the Client.

4.2 In consideration of the provision of the Services, and subject to 4.3, the Client shall pay each invoice submitted by the Consultant Company in accordance with clause 4.1 within 1 week of receipt.

4.3 Should the Client become required by law to deduct income tax and national insurance contributions from the fees:

the Client shall inform the Consultant Company of the deadline by which invoices must be submitted for payment to be included in the next monthly payroll and payment shall not be made until the Consultant Company has supplied to the Client all relevant information, in accordance with 3.11, required for the purpose of making the relevant deductions.
the Consultant Company shall, ensure that the invoice apportions the applicable fee on a just and reasonable basis between the period before and the period after that date.

4.4 The Client shall be entitled to deduct from the fees (and any other sums) due to the Consultant Company any sums that the Consultant Company or the Individual may owe to the Client or any Group Company at any time.

4.5 The Consultant Company shall pay the Client a one-off registration fee of £250 (the "Registration Fee") upon signing up for access to the online platform ("Platform"). The Registration Fee is non-refundable and is a one-time payment for the Consultant Company’s initial registration and access to the Platform.

The Consultant Company agrees to make the payment of the Registration Fee using the payment method specified on the Platform, which may include credit card, debit card, or any other payment method accepted by the Client.

Upon successful payment of the Registration Fee, the Consulting Company will be granted access to the Platform and will receive login credentials. Access to the Platform is contingent upon the Consultant Company's payment of the Registration Fee and compliance with the terms and conditions of this Agreement. The Consultant will be entitled to a refund upon request within 14 days of payment or up until onboarding is complete. A refund will not be available after onboarding is completed.

The Consultant Company is responsible for any applicable taxes, including Value Added Tax (VAT) or other similar taxes, associated with the Registration Fee. Such taxes, if applicable, shall be added to the Registration Fee and paid by the Consultant Company.

4.6 Payment in full or in part of the fees claimed under 4 or any expenses claimed under 5 shall be without prejudice to any claims or rights of the Client or any Group Company against the Consultant Company or the Individual in respect of the provision of the Services.

Expenses

5.1 The Consultant Company shall bear its own expenses incurred in the course of the Engagement.

5.2 If the Individual is required to travel abroad in the course of the Engagement, the Consultant Company shall be responsible for any necessary insurances, inoculations and immigration requirements.

Other activities

6.1 Nothing in this agreement shall prevent the Consultant Company or the Individual from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that:

such activity does not cause a breach of any of the Consultant Company's obligations under this agreement;
the Consultant Company shall not, and shall procure that the Individual shall not, engage in any such activity if it relates to a business which is similar to or in any way competitive with the Business of the Client or any Group Company without the prior written consent of the Client (such consent not to be unreasonably withheld); and
the Consultant Company shall give priority to the provision of the Services to the Client over any other business activities undertaken by it during the course of the Engagement.

Confidential information and Client property

7.1 The Consultant Company acknowledges that in the course of the Engagement it and the Individual will have access to Confidential Information. The Consultant Company has therefore agreed to accept the restrictions in this 7.

7.2 The Consultant Company shall not, and shall procure that the Individual shall not (except in the proper course of its or their duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use its best endeavours to prevent the publication and disclosure of) any Confidential Information. This restriction does not apply to:

any use or disclosure authorised by the Client or required by law; or
any information which is already in, or comes into, the public domain otherwise than through the Consultant Company's or the Individual's unauthorised disclosure.

7.3 At any stage during the Engagement, the Consultant Company will promptly on request return to the Client all and any Client Property in its or the Individual's possession.

7.4 Nothing in this clause 7 shall prevent the Consultant Company (or the Individual) or the Client (or any of its officers, employees, workers or agents) from:

reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or
doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority; or
whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or
complying with an order from a court or tribunal to disclose or give evidence; or
making any other disclosure as required by law.

Data protection

8.1 The Client will collect and process information relating to the Individual in accordance with the privacy notice which can be found at:

https://www.auxeris.com/privacy-policy

8.2 The Consultant Company and the Client acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and the Consultant Company is the processor.

8.3 The Consultant Company and the Client will comply with the Data Protection Legislation.

8.4 The Consultant Company shall, and shall procure that the Individual shall, in relation to any Personal Data processed in connection with the Engagement:

process that Personal Data only on written instructions of the Client;
keep the Personal Data confidential;
comply with the Client's data protection policies;
comply with the Client's reasonable instructions with respect to processing Personal Data;
not transfer any Personal Data outside of the UK unless, in accordance with the Data Protection Legislation, the Consultant Company ensures that (i) the transfer is to a country approved as providing an adequate level of protection for Personal Data; or (ii) there are appropriate safeguards in place for the transfer of Personal Data; or (iii) binding corporate rules are in place; or (iv) one of the derogations for specific situations applies to the transfer;
assist the Client at the Client's cost in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
notify the Client without undue delay on becoming aware of a Personal Data breach or communication which relates to the Client's or Consultant Company's compliance with the Data Protection Legislation;
at the written request of the Client, delete or return Personal Data (and any copies of the same) to the Client on termination of the Engagement unless required by the Data Protection Legislation to store the Personal Data; and
maintain complete and accurate records and information to demonstrate compliance with this clause and allow for audits by the Client or the Client's designated auditor.

8.5 The Client agrees that any Substitute appointed under clause 3.3 is a third-party processor of Personal Data under this agreement. The Consultant Company confirms that it will enter into a written agreement, which incorporates terms which are substantially similar to those set out in this clause 8, with the Substitute. The Consultant Company shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 8.

8.6 The Consultant Company shall have personal liability for and shall indemnify the Client and any Group Company for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by the Consultant Company or a Substitute engaged by the Consultant Company of the Data Protection Legislation, and shall maintain in force full and comprehensive Insurance Policies.

Intellectual property

9.1 The Consultant Company warrants to the Client that it has obtained from the Individual a written and valid assignment of all existing and future Intellectual Property Rights in the Works and the Inventions and of all materials embodying such rights and a written irrevocable waiver of all the Individual's statutory moral rights in the Works, to the fullest extent permissible by law, and that the Individual has agreed to hold on trust for the Consultant Company any such rights in which the legal title has not passed (or will not pass) to the Consultant Company. The Consultant Company agrees to provide to the Client a copy of this assignment on or before the date of this agreement.

9.2 The Consultant Company hereby assigns to the Client all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this agreement, the Consultant Company holds legal title in these rights and inventions on trust for the Client.

9.3 The Consultant Company undertakes to the Client:

to notify to the Client in writing full details of all Inventions promptly on their creation;
to keep confidential the details of all Inventions;
whenever requested to do so by the Client and in any event on the termination of the Engagement, promptly to deliver to the Client all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in its or the Individual's possession, custody or power;
not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Client; and
to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Client,
and confirms that the Individual has given written undertakings in the same terms to the Consultant Company.

9.4 The Consultant Company warrants that:

it has not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;
it is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
the use of the Works or the Intellectual Property Rights in the Works by the Client will not infringe the rights of any third party,
and confirms that the Individual has given written undertakings in the same terms to the Consultant Company.

9.5 The Consultant Company agrees to indemnify the Client and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Client, or for which the Client may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Consultant Company to the Client during the course of providing the Services. The Consultant Company shall maintain adequate liability insurance coverage, and shall supply a copy of the policy to the Client on request. The Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Consultant Company.

9.6 The Consultant Company acknowledges that no further remuneration or compensation other than that provided for in this agreement is or may become due to the Consultant Company in respect of the performance of its obligations under this 9.

9.7 The Consultant Company undertakes to execute all documents, make all applications, give all assistance and do all acts and things, at the expense of the Client and at any time either during or after the Engagement, as may, in the opinion of the Client, be necessary or desirable to vest the Intellectual Property Rights in, and register or obtain patents or registered designs in, the name of the Client and to defend the Client against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works. The Consultant Company confirms that the Individual has given written undertakings in the same terms to the Consultant Company.

Insurance and liability

10.1 The Consultant Company shall have liability for and shall indemnify the Client and any Group Company for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Consultant Company or the Individual or any Substitute engaged by it of the terms of this agreement including any negligent or reckless act, omission or default in the provision of the Services and shall accordingly maintain in force during the Engagement full and comprehensive Insurance Policies.

10.2 The Consultant Company shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to the Client.

10.3 The Consultant Company shall on request supply to the Client copies of the Insurance Policies and evidence that the relevant premiums have been paid.

10.4 If any claim is brought or made by the Client against the Consultant Company in respect of which the Consultant Company would be entitled to receive indemnity under any of the Insurance Policies, the relevant insurer will indemnify the Client directly against such claim and any charges, costs and expenses in respect of such claim. If the relevant insurer does not so indemnify the Client, the Consultant Company shall use all insurance monies received by it to indemnify the Client in respect of any claim and shall make good any deficiency from its own resources.

10.5 The Consultant Company shall comply (and shall procure that the Individual complies) with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way, or if the Consultant Company is aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Consultant Company shall notify the Client without delay.

Termination

11.1 Notwithstanding the provisions of 2.2, the Client may terminate the Engagement with immediate effect without notice and without any liability to make any further payment to the Consultant Company (other than in respect of amounts accrued before the Termination Date) if at any time:

the Consultant Company or the Individual commits any gross misconduct affecting the Business of the Client or any Group Company;
the Consultant Company or, where applicable, the Individual commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Client;
the Individual is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
the Consultant Company or the Individual is, in the reasonable opinion of the Board, negligent or incompetent in the performance of the Services;
the Individual is declared bankrupt or makes any arrangement with or for the benefit of their creditors or has a county court administration order made against them under the County Court Act 1984;
the Consultant Company makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding-up order is made or an administrator or receiver is appointed in relation to the Consultant Company;
the Individual is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 90 days in any 52-week consecutive period;
the Individual does not own all of the issued share capital (from time to time) of the Consultant Company;
the Engagement is determined by the Client or, subsequently, HM Revenue & Customs to be Deemed Employment;
the Consultant Company or the Individual breaches the obligations contained in 3.15 to 3.16;
the Consultant Company or the Individual commits any breach of the Client's policies and procedures; or
the Consultant Company or the Individual commits any offence under the Bribery Act 2010 or the Criminal Finances Act 2017.

11.2 The rights of the Client under 11.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this agreement on the part of the Consultant Company as having brought the agreement to an end. Any delay by the Client in exercising its rights to terminate shall not constitute a waiver of these rights.

Obligations on termination

12.1 On the Termination Date the Consultant Company shall, and shall procure that the Individual shall:

immediately deliver to the Client all Client Property and original Confidential Information which is in its or their possession or under its or their control;
subject to the Client's data retention guidelines, irretrievably delete any information relating to the Business of the Client or any Group Company stored on any magnetic or optical disk or memory (including but not limited to any Confidential Information) and all matter derived from such sources which is in its or their possession or under its or their control outside the premises of the Client. This obligation includes requiring any Substitute to delete such information where applicable. For the avoidance of doubt, the contact details of business contacts made during the Engagement are regarded as Confidential Information and, as such, must be deleted from personal social or professional networking accounts; and
provide a signed statement that it or they have complied fully with its or their obligations under this 12, together with such evidence of compliance as the Client may reasonably request.

Status

13.1 The relationship of the Consultant Company (and the Individual) to the Client will be that of independent contractor and nothing in this agreement shall render it (nor the Individual) an employee, worker, agent or partner of the Client and the Consultant Company shall not hold itself out as such and shall procure that the Individual shall not hold themselves out as such.

13.2 The Consultant Company shall be fully responsible for and shall indemnify the Client or any Group Company for and in respect of the following:

subject to 13.3, any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from a determination that the Engagement is Deemed Employment or made in connection with either the performance of the Services or any payment or benefit received by the Individual in respect of the Services, where such recovery is not prohibited by law. The Consultant Company shall further indemnify the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the Client's negligence or wilful default;
any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Individual or any Substitute against the Client arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Client.

13.3 The indemnity in Clause 13.2(a) does not apply to any income tax or National Insurance contributions deducted by the Client if the Engagement is Deemed Employment and the Client makes the deductions from the fees due under 4 prior to payment to the Consultant Company.

13.4 The Client may at its option satisfy the indemnity in 13.2 (in whole or in part) by way of deduction from payments due to the Consultant Company.

13.5 The Consultant Company warrants that it is not, nor will it prior to the cessation of this agreement, become a managed service company within the meaning of section 61B of the Income Tax (Earnings and Pensions) Act 2003.

Notices

14.1 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 the address given in this agreement or as otherwise notified in writing to the other party; or
sent by email.

14.2 Unless proved otherwise, any notice or communication shall be deemed to have been received:

if delivered by hand, at the time the notice is left at the address given in this agreement or given to the addressee;
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
sent by email.

14.3 If deemed receipt under 14.2 would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this 14.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

14.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

Entire agreement

15.1 This agreement constitutes the entire agreement between the parties and any Group Company and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.2 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.

15.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

15.4 Nothing in this clause shall limit or exclude any liability for fraud.

Variation

16.1 No variation of this agreement or of any of the documents referred to in it shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Counterparts

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

17.2 No counterpart shall be effective until each party has delivered to the other at least one executed counterpart.

Third party rights

18.1 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. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

18.2 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.

Governing law

19.1 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.

Jurisdiction

20.1 Each party irrevocably agrees that the courts of England and Wales shall have 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).

This document is delivered and takes effect on the date stated at the beginning of it.

Schedule 1 Services

Details of the services that the Consultant Company shall provide to the Client are as follows:

The services to be provided included but are not limited to: the sourcing and placement of candidates into roles, whether they be temporary, permanent, contract, temp-to-perm, or any other form of work contract.

30 days – 20% of the commission received by the client from the end hirer.
60 days – 25% of the commission received by the client from the end hirer.
90 days – 25% of the commission received by the client from the end hirer.
The remaining 30% of the commission will be retained by the client.

The services can be performed wherever is convenient for the Consultant Company or the Individual

The Client Point of Contact will be the Account Manager assigned to the Consultant Company on completion of this agreement.

The timetable for the provision of services is dependent solely on the requirements of the placement; and

The services will not need to be provided to any other group companies.

Where you are operating as a Sole Trader or equivalent independent supplier, these terms will apply:

Consultancy Agreement via a Service Company

Parties

You of the address provided (Consultant)

Agreed terms

Interpretation

1.1 The following definitions and rules of interpretation apply in this agreement (unless the context requires otherwise).

Board: the board of directors of the Client (including any committee of the board duly appointed by it).

Business Opportunities: any opportunities which the Consultant becomes aware of during the Engagement which relate to the Business of the Client or any Group Company or which the Board reasonably considers might be of benefit to the Client or any Group Company.

Business Day: a day, other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.

Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.

Commencement Date: the date of agreement to these terms.

Client Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of the Client or Group Company or its or their customers and business contacts, and any equipment, keys, hardware or software provided for the Consultant's use by the Client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Consultant on the Client or the Consultant's computer systems or other electronic equipment during the Engagement.

Candidate: an applicant for permanent employment, temporary or contract work who has at any time during your employment been registered with the Company or any Group Company and with whom you dealt in the 6 months before Termination in the course of your employment.

Client: any person, firm, company or entity which has at any time during the Relevant Period been a client of the Company or any Group Company and with whom you dealt in the 6 months before Termination in the course of your employment.

Deliverable: any outputs of the Services and any other documents or materials provided by the Consultant to the Client as specified in Schedule 1 and any other documents and materials provided by the Consultant to the Client in relation to the Services (excluding the Consultant's equipment).

Engagement: the engagement of the Consultant by the Client on the terms of this agreement.

The Group Company: the Client, its subsidiaries or holding companies from time to time and any subsidiary of any holding company from time to time.

Holding company: has the meaning given in 1.6.

Insurance Policies: commercial general liability insurance cover, professional indemnity insurance cover, cyber insurance cover, employer's liability insurance cover and public liability insurance cover.

Invention: any invention, idea, discovery, development, improvement or innovation made by the Consultant in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.

Introducer: any person, firm, company or entity which has at any time during the Relevant Period been an introducer or supplier of Candidates or Clients to the Company or any Group Company and with whom you were materially involved or had personal dealings during the Relevant Period.

Prospective Candidate: any person who has been in negotiations with the company or any group company, about their availability for placement in permanent employment, temporary or contract work in the 6 months before Termination in the course of your employment.

Prospective Client: any person, firm, company or entity which has been in negotiations with the Company for the supply of services in the 6 months before Termination in the course of your employment.

Services: the services provided by the Consultant in a consultancy capacity for the Client or any Group Company as more particularly described in Schedule 1.

Subsidiary: has the meaning given in 1.6.

Substitute: a substitute engaged by the Consultant under the terms of 3.3.

Termination Date: the date of termination of this agreement, howsoever arising.

Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Consultant in the provision of the Services.

1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.5 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.

Term of engagement

2.1 The Client shall engage the Consultant and the Consultant shall provide the Services on the terms of this agreement.

2.2 The Engagement shall commence on the Commencement Date and shall continue unless and until terminated:

as provided by the terms of this agreement; or
by either party giving to the other not less than four weeks' prior written notice.

Duties and obligations

3.1 During the Engagement the Consultant shall:

provide the Services, including the Deliverables, with all due care, skill and ability and use their best endeavours to promote the interests of the Client or any Group Company;
unless prevented by ill health or accident, ensure that the Deliverables conform in all respects with, and are achieved by any deadlines specified in, Schedule 1 and that the Deliverables shall be fit for any purpose expressly or implicitly made known to the Consultant by the Client; and
promptly give to the Board all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services, including the Deliverables, or the Business of the Client or any Group Company.

3.2 If the Consultant is unable to provide the Services due to illness or injury, they shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with 4 in respect of any period during which the Services are not provided.

3.3 The Consultant may, with the prior written approval of the Client and subject to the following proviso, appoint a suitably qualified and skilled Substitute to perform the Services on their behalf, provided that the Substitute shall be required to enter into direct undertakings with the Client, including with regard to confidentiality. The Consultant shall continue to invoice the Client in accordance with 4 and shall be responsible for the remuneration of the Substitute. For the avoidance of doubt, the Consultant will continue to be subject to all duties and obligations under this agreement for the duration of the appointment of the Substitute.

3.4 If a Substitute is appointed, the provisions relating to sub-processor obligations under 8 will apply.

3.5 The Consultant shall use reasonable endeavours to ensure that they are available at all times on reasonable notice to provide such assistance or information as the Client may require.

3.6 Unless they have been specifically authorised to do so by the Client in writing, the Consultant shall not:

have any authority to incur any expenditure in the name of or for the account of the Client; or
hold themselves out as having authority to bind the Client.

3.7 The Consultant shall comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.

3.8 The Consultant shall comply with the Client's policies on social media, use of information and communication systems, anti-harassment and bullying, equal opportunities, no smoking and substance misuse.

3.9 The Consultant undertakes to the Client that during the Engagement they shall take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to their knowledge and, in any event, before the same shall have been offered by the Consultant (or caused by the Consultant to be offered) to any other party provided that nothing in this clause shall require the Consultant to disclose any Business Opportunities to the Client if to do so would result in a breach by the Consultant of any obligation of confidentiality or of any fiduciary duty owed by the Consultant to any third party.

3.10 The Consultant may use a third party to perform any administrative, clerical, or secretarial functions which are reasonably incidental to the provision of the Services provided that:

the Client will not be liable to bear the cost of such functions; and
at the Client's request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.

3.11 The Consultant 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 (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;
promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant in connection with the performance of this agreement;
ensure that all persons associated with the Consultant or other persons who are performing services or providing goods in connection with this agreement comply with this 3.11; and
within 3 months of the date of this agreement, and annually thereafter, certify to the Client in writing their compliance with this 3.11. The Consultant shall provide such supporting evidence of compliance as the Client may reasonably request.

3.12 Failure to comply with 3.11 may result in the immediate termination of this agreement.

3.13 The Consultant shall:

not engage in any activity, practice or conduct which would constitute either:
a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or
a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;
promptly report to the Client any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017 or any suspected tax evasion offences or facilitation of tax evasion offences, whether under UK law or under the law of any foreign country, in connection with the performance of this agreement;
ensure that all persons associated with the Consultant or other persons who are performing services or providing goods in connection with this agreement comply with this 3.13; and
upon request, certify to the Client in writing compliance with this 3.13 by the Consultant and all persons associated with the Consultant or other persons who are performing services or providing goods in connection with this agreement. The Consultant shall provide such supporting evidence of compliance as the Client may reasonably request.

3.14 Failure to comply with 3.13 may result in the immediate termination of this agreement.

Fees

4.1 The Client shall pay the Consultant the fees set out below exclusive of VAT, following the receipt of appropriate invoices from the Consultant, in each case giving details of the Services provided, the Deliverable achieved to the satisfaction of the Client in accordance with Schedule 1, the dates on the which the Services were provided and the amount of the fee payable (plus VAT, if applicable) for the achievement of the Deliverable:

Placement of a permanent candidate in a job vacancy on behalf of Auxeris: up to 70% of the total commission billable to the end hirer (15% of annual salary of the candidate placed).
Placement of a temporary candidate in a job vacancy on behalf of Auxeris where payroll and other employment services are required: up to 55% of the total commission billable to the end hirer (15% of hourly pay of the candidate placed).
Placement of a contract candidate in a job vacancy on behalf of Auxeris: up to 70% of the total commission billable to the end hirer (15% of hourly pay of the candidate placed).

30 days – 20% of the commission received by the client from the end hirer.
60 days – 25% of the commission received by the client from the end hirer.
90 days – 25% of the commission received by the client from the end hirer.
The remaining 30% of the commission will be retained by the client.

The fees set out in this clause 4.1 shall only be payable to the Consultant following the achievement of a Deliverable (as set out more particularly in Schedule 1) to the satisfaction of the Client. The Consultant shall submit invoices, in each case, within seven days of the receipt of the purchase order documenting the achievement of a Deliverable to the satisfaction of the Client.

4.2 In consideration of the provision of the Services during the Engagement, the Client shall pay each invoice submitted by the Consultant in accordance with 4.1 within one week of receipt.

4.3 The Client shall be entitled to deduct from the fees (and any other sums) due to the Consultant any sums that the Consultant may owe to the Client or any Group Company at any time.

4.4 The Consultant shall pay the Client a one-off registration fee of £250 (the "Registration Fee") upon signing up for access to the online platform ("Platform"). The Registration Fee is non-refundable and is a one-time payment for the Consultant’s initial registration and access to the Platform.

The Consultant agrees to make the payment of the Registration Fee using the payment method specified on the Platform, which may include credit card, debit card, or any other payment method accepted by the Client.

Upon successful payment of the Registration Fee, the Consultant will be granted access to the Platform and will receive login credentials. Access to the Platform is contingent upon the Consultant's payment of the Registration Fee and compliance with the terms and conditions of this Agreement. The Consultant will be entitled to a refund upon request within 14 days of payment or up until onboarding is complete. A refund will not be available after onboarding is completed.

The Consultant is responsible for any applicable taxes, including Value Added Tax (VAT) or other similar taxes, associated with the Registration Fee. Such taxes, if applicable, shall be added to the Registration Fee and paid by the Consultant.

4.5 Payment in full or in part of the fees claimed under 4 or any expenses claimed under 5 shall be without prejudice to any claims or rights of the Client or any Group Company against the Consultant in respect of the provision of the Services.

Expenses

5.1 The Consultant shall bear their own expenses incurred in the course of the Engagement.

5.2 If the Consultant is required to travel abroad in the course of the Engagement, they shall be responsible for any necessary insurances, inoculations and immigration requirements.

Other activities

6.1 Nothing in this agreement shall prevent the Consultant from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that:

such activity does not cause a breach of any of the Consultant's obligations under this agreement;
the Consultant shall not engage in any such activity if it relates to a business which is similar to or in any way competitive with the Business of the Client or any Group Company without the prior written consent of the Client (such consent not to be unreasonably withheld); and
the Consultant shall give priority to the provision of the Services to the Client over any other business activities undertaken by the Consultant during the course of the Engagement.

Confidential information

7.1 The Consultant acknowledges that in the course of the Engagement they will have access to Confidential Information. The Consultant has therefore agreed to accept the restrictions in this 7.

7.2 The Consultant shall not (except in the proper course of their duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:

any use or disclosure authorised by the Client or required by law; or
any information which is already in, or comes into, the public domain otherwise than through the Consultant's unauthorised disclosure.

7.3 At any stage during the Engagement, the Consultant will promptly on request return all and any Client Property in their possession to the Client.

7.4 Nothing in this 7 shall prevent the Consultant or, where applicable, the Client (or any of its officers, employees, workers or agents) from:

reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution;
doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority;
whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing);
complying with an order from a court or tribunal to disclose or give evidence;
making any other disclosure as required by law.

Data protection

8.1 The Client will collect and process information relating to the Individual in accordance with the privacy notice which can be found at:

https://www.auxeris.com/privacy-policy.

8.2 The Consultant Company and the Client acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller, and the Consultant Company is the processor.

8.3 The Consultant and the Client will comply with the Data Protection Legislation.

8.4 The Consultant shall, in relation to any Personal Data processed in connection with the Engagement:

process that Personal Data only on written instructions of the Client;
keep the Personal Data confidential;
comply with the Client's data protection policy;
comply with the Client's reasonable instructions with respect to processing Personal Data;
not transfer any Personal Data outside of the UK unless, in accordance with the Data Protection Legislation, the Consultant ensures that (i) the transfer is to a country approved as providing an adequate level of protection for Personal Data; or (ii) there are appropriate safeguards in place for the transfer of Personal Data; or (iii) binding corporate rules are in place; or (iv) one of the derogations for specific situations applies to the transfer;
assist the Client at the Client's cost in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
notify the Client without undue delay on becoming aware of a Personal Data breach or communication which relates to the Client's or Consultant's compliance with the Data Protection Legislation;
at the written request of the Client, delete or return Personal Data (and any copies of the same) to the Client on termination of the Engagement unless required by the Data Protection Legislation to store the Personal Data; and
maintain complete and accurate records and information to demonstrate compliance with this clause 8 and allow for audits by the Client or the Client's designated auditor.

8.5 The Consultant shall ensure that they have in place appropriate technical or organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal 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, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate:

pseudonymising and encrypting Personal Data;
ensuring confidentiality, integrity, availability and resilience of its systems and services;
ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and
regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.

8.6 The Consultant may only authorise a sub-processor to process Personal Data if:

the Client provides written consent prior to the appointment of each sub-processor;
the Consultant enters into a written contract with the sub-processor that contains terms substantially the same as those set out in this agreement, in particular in relation to requiring appropriate technical and organisational data security measures with regards to Article 32 of the UK GDPR and any relevant requirements under Article 28 of the UK GDPR, including but not limited to the sub-processor allowing for and contributing to audits by or on behalf of the Client and, where relevant, aiding the Client to respond to subject access requests, and, upon the Client's written request, provides the Client with copies of the relevant excerpts from such contracts;
the Consultant maintains control over all of the Personal Data it entrusts to the sub-processor; and
the sub-processor's contract terminates automatically on termination of this agreement for any reason.

8.7 The Consultant shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this 8.7.

8.8 The Consultant shall have personal liability for and shall indemnify the Client and any Group Company for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by the Consultant or a sub-processor engaged by the Consultant of the Data Protection Legislation, and shall maintain in force full and comprehensive Insurance Policies.

Intellectual property

9.1 The Consultant hereby assigns to the Client all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this agreement, the Consultant holds legal title in these rights and inventions on trust for the Client.

9.2 The Consultant undertakes:

to notify to the Client in writing full details of any Inventions promptly on their creation;
to keep details of all Inventions confidential;
whenever requested to do so by the Client and in any event on the termination of the Engagement, promptly to deliver to the Client all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in their possession, custody or power;
not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Client; and
to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Client.

9.3 The Consultant warrants to the Client that:

they have not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;
they are unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
the use of the Works or the Intellectual Property Rights in the Works by the Client will not infringe the rights of any third party.

9.4 The Consultant agrees to indemnify the Client and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Client, or for which the Client may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Consultant to the Client during the course of providing the Services. The Consultant shall maintain adequate liability insurance coverage and shall supply a copy of the policy to the Client on request. The Client may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.

9.5 The Consultant waives any moral rights in the Works to which they are now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes the Consultant's moral rights.

9.6 The Consultant acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this agreement are due or may become due to the Consultant in respect of the performance of their obligations under this 9.

9.7 The Consultant undertakes, at the expense of the Client, at any time either during or after the Engagement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Client, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Client and to defend the Client against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and the Inventions.

9.8 The Consultant irrevocably appoints the Client to be their attorney in their name and on their behalf to execute documents, use the Consultant's name and do all things which are necessary or desirable for the Client to obtain for itself or its nominee the full benefit of this clause.

Insurance and liability

10.1 The Consultant shall have personal liability for and shall indemnify the Client and any Group Company for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Consultant or a Substitute engaged by the Consultant of the terms of this agreement including any negligent or reckless act, omission or default in the provision of the Services and shall accordingly maintain in force during the Engagement full and comprehensive Insurance Policies.

10.2 The Consultant shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to the Client.

10.3 The Consultant shall on request supply to the Client copies of such Insurance Policies and evidence that the relevant premiums have been paid.

10.4 If any claim is brought or made by the Client against the Consultant in respect of which the Consultant would be entitled to receive indemnity under any of the Insurance Policies, the relevant insurer will indemnify the Client directly against such claim and any charges, costs and expenses in respect of such claim. If the relevant insurer does not so indemnify the Client, the Consultant shall use all insurance monies received by them to indemnify the Client in respect of any claim and shall make good any deficiency from their own resources.

10.5. The Consultant shall comply with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if the Consultant is aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Consultant shall notify the Client without delay.

Termination

11.1 Notwithstanding the provisions of 2.2, the Client may terminate the Engagement with immediate effect with no liability to make any further payment to the Consultant (other than in respect of amounts accrued before the Termination Date) if at any time the Consultant:

commits any gross misconduct affecting the Business of the Client or any Group Company;
commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Client;
is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
is in the reasonable opinion of the Board negligent or incompetent in the performance of the Services;
is declared bankrupt or makes any arrangement with or for the benefit of their creditors or has a county court administration order made against them under the County Court Act 1984;
dies or is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 90 days in any 52-week consecutive period;
commits any fraud or dishonesty or acts in any manner which in the opinion of the Client brings or is likely to bring the Consultant or the Client or any Group Company into disrepute or is materially adverse to the interests of the Client or any Group Company;
commits any breach of the Client's policies and procedures;
commits any offence under the Bribery Act 2010; or
commits a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017 or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.

11.2 The rights of the Client under 11.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this agreement on the part of the Consultant as having brought the agreement to an end. Any delay by the Client in exercising its rights to terminate shall not constitute a waiver of these rights.

Obligations on termination

12.1 On the Termination Date the Consultant shall:

immediately deliver to the Client all Client Property and original Confidential Information in their possession or under their control;
subject to the Client's data retention guidelines, irretrievably delete any information relating to the Business of the Client or any Group Company stored on any magnetic or optical disk or memory (including but not limited to any Confidential Information) and all matter derived from such sources which is in their possession or under their control outside the premises of the Client. This obligation includes requiring any Substitute to delete such information where applicable. For the avoidance of doubt, the contact details of business contacts made during the Engagement are regarded as Confidential Information and, as such, must be deleted from personal social or professional networking accounts; and
provide a signed statement that they have complied fully with their obligations under this 12, together with such evidence of compliance as the Client may reasonably request.

Status

13.1 The relationship of the Consultant to the Client will be that of independent contractor and nothing in this agreement shall render them an employee, worker, agent or partner of the Client and the Consultant shall not hold themselves out as such.

13.2 This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultant shall be fully responsible for and shall indemnify the Client or any Group Company for and in respect of:

any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Consultant shall further indemnify the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution,
assessment or claim other than where the latter arise out of the Client's negligence or wilful default; and
any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Consultant or any Substitute against the Client arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Client.

13.3 The Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.

Notices

14.1 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 the address given in this agreement or as otherwise notified in writing to the other party; or
sent by email to the Account Manager or if unavailable, a member of the senior leadership team.

14.2 Unless proven otherwise, any notice or communication shall be deemed to have been received:

if delivered by hand, at the time the notice is left at the address given in this agreement or given to the addressee; or
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
if sent by email, at the time that the email was sent.

14.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

Entire agreement

15.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

Variation

16.1 No variation of this agreement or of any of the documents referred to in it shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Counterparts

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

Third party rights

18.2 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.

Governing law

Jurisdiction

20.2 This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Schedule 1 Services

Details of the services that the Consultant shall provide to the Client are as follows:

30 days – 20% of the commission received by the client from the end hirer.
60 days – 25% of the commission received by the client from the end hirer.
90 days – 25% of the commission received by the client from the end hirer.
The remaining 30% of the commission will be retained by the client.

The services can be performed wherever is convenient for the Consultant or the Individual

The Client Point of Contact will be the Account Manager assigned to the Consultant on completion of this agreement.

The timetable for the provision of services is dependent solely on the requirements of the placement; and

The services will not need to be provided to any other group companies.