Terms of Business
Gemini Blue Ltd of 36 Temple Grange, Peterborough, PE4 5DN (‘the Contractor’)
The following terms and phrases shall have the following meaning unless the context requires otherwise:
Services The services to be performed by the Contractor in the course of his or her appointment hereunder as set out in the Schedule to this Agreement, such services to be provided using reasonable skill and care
Termination Date The date on which the Contractor’s appointment hereunder is terminated
Data Protection Legislation Means the Data Protection Act 2018 which incorporates the GDPR and UK equivalent
Scope of work is to be specified in writing and may be appointed with a single fixed fee or by retained contract. In the case of the latter with effect from the Commencement Date, the Contractor is (subject to Clause 9) appointed as a Contractor to the Company for an initial period of 12 months to carry out the work as specified in writing; unless this Agreement is terminated by either party under the terms specified in section 9 of this agreement. This agreement will continue to apply after the initial period and become a monthly rolling contract until notice is given to terminate by either party.
The Contractor agrees:
3.1 To undertake and provide the Services in accordance with any brief and deadline set by the Company;
3.2 To manage and carry out the Services in an expert and diligent manner and to provide his services to the best of his financial accountancy, commercial, technical and creative skill;
3.3 To the best of his ability, promptly and faithfully to comply with and observe all lawful and proper requests which may from time to time be given to him by the Company;
3.4 Not to undertake any additional activities or accept other engagements which lead or might lead to any conflict of interest between the Contractor and the best interests of the Company during his or her appointment;
3.5 To delegate performance of his Services to such suitably qualified and experienced personnel as he or she may from time to time deem appropriate if he is unable at any time to perform his services due to circumstances beyond his or her control.
3.6 To keep the Company informed of progress on the Services in which they are engaged and shall produce written reports on the same from time to time when so requested by the Company. While the Contractor’s method of working is entirely their own and they are not subject to the control of the Company, they shall nevertheless comply with this and any other reasonable requests of the Company (or its clients).
4.1 Fees for the Services will specified in writing
4.2 VAT will be added at the appropriate rate
4.3 This agreement is for professional services and/or software licenses (to be specified in writing)
5. Invoices and Payment
Unless specifically agreed otherwise, invoices will be submitted via email by the Contractor and payment made within 7 days.
The Contractor shall be entitled to be reimbursed by the Company for all out of pocket expenses wholly, exclusively and properly incurred in the performance of the Services subject to the Contractor providing the Company with vouchers, receipts or other evidence of actual payment of such expenses and subject to the arrangement being specifically agreed in advance by the Company to the Contractor.
7.1 The Contractor hereby agrees that during the course of his or her appointment under this Agreement he or she is likely to obtain knowledge of trade secrets and also other confidential information with regard to the business and financial affairs of the Company and those of the Company’s clients, customers and suppliers details of which are not in the public domain (‘Confidential Information’), (including in particular (specify relevant matters)) and accordingly the Contractor hereby undertakes to and covenants with the Company that:
7.1.1 he or she shall not at any time after the Termination Date use or procure the use of the name of the Company in connection with his or her own or any other name in any way calculated to suggest that he or she continues to be connected with the business of the Company or in any way hold himself or herself out as having such connection;
7.1.2 he or she shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Contractor Services; and
7.1.3 he or she shall not at any time after the date of this Agreement (save as required by law) disclose or divulge to any person other than to officers or employees of the Company whose province it is to know the same any Confidential Information and he or she shall use his or her best endeavours to prevent the publication or disclosure of any Confidential Information by any other person.
7.2 The restrictions set out in Clause 7.1 shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Contractor.
8. The Company’s Property
Upon the expiration or termination of his or her appointment under this Agreement for whatsoever cause, the Contractor shall forthwith deliver up to the Company or its authorised representative all its property, including all equipment, materials, tools, keys, swipe cards, credit cards, computer hardware and/or software, books, documents, account records and any other papers which may be in his or her possession, custody or control and which are the property of the Company or which otherwise relate in any way to the business or affairs of the Company and no copies of the same or any part thereof shall be retained by him or her. He or she shall then (if required by the Company) make a declaration that the whole of the provisions of this clause have been complied with.
9. Termination of Agreement
After the initial period either party shall have the right at any time to terminate this Agreement by not less than 30 days notice in writing to the other party. The company may terminate this agreement at any time during the initial period and will pay to the contractor (within 30 days) the monthly fee multiplied by the number of months remaining of the initial period.
In addition, the Company shall have the right to terminate this Agreement at any time by summary notice without any payment in lieu in the event of the Contractor:
9.1 Being in material or persistent breach of any of the terms of this Agreement;
9.2 Dying or becoming by reason of incapacity incapable of managing their affairs;
9.3 Having a bankruptcy order made against him or her or making any arrangement with his or her creditors or having an interim order made against him or her;
9.4 Being convicted of any criminal offence other than a minor driving offence under the Road Traffic Acts;
9.5 Persistently and willfully neglecting or becoming incapable for any reason of efficiently performing the Contractor’s Services; or
9.6 Doing any action manifestly prejudicial to the interests of the Company or which in the opinion of the Board may bring the Company into disrepute;
and the Contractor shall have no claim against the Company in respect of the termination of his or her appointment for any of the reasons specified pursuant to Clauses 9.1 to 9.6.
10. Tax Liabilities
The Company and the Contractor declare and confirm that it is the intention of the parties that the Contractor shall have the status of a self-employed person and shall be responsible for all income tax liabilities and national insurance or similar contributions in respect of his or her fees and accordingly the Contractor hereby agrees to indemnify the Company in respect of any claims that may be made by the relevant authorities against the Company in respect of income tax and national insurance or similar contributions relating to the Services under this Agreement.
The Contractor further warrants to the Company that they will:
11.1 Take out and maintain throughout the term of this Agreement, adequate insurance with an insurance office of repute to protect themselves against any liabilities arising out of this Agreement.
11.2 Take out and maintain throughout the term of this Agreement, adequate liability insurance coverage with an insurance office of repute to protect themselves against any liabilities arising out of this Agreement in respect of all and any contractors/employees they utilise to carry out the Services.
All notices shall be in writing and shall be deemed to have been duly given when delivered by email, hand, posted by pre-paid first class post to the intended recipient at the address stated in this Agreement or to such other address as that party may specify to the other in writing. Notices sent by fax shall be deemed received the first business day following such delivery of sending, and notices which have been posted as above shall be deemed received on the second business day following posting. Notices given by the Company shall be deemed properly served on the Contractor.
14. No Employment
Nothing in this Agreement shall render or be deemed to render the Contractor an employee or agent of the Company. This Agreement does not create any mutuality of obligation between the Contractor and the Company.
15. Entire Agreement
This Agreement contains the entire agreement and understanding of the parties relating to the subject matter of this Agreement and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.
16 Force Majeure
16.1 If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;
16.2 For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:
16.2.1 Strikes, lockouts or other industrial action;
16.2.2 Terrorism, civil commotion, riot, invasion, war threat or preparation for war;
16.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, bad weather or other natural physical disaster;
16.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and
16.2.5 Political interference with the normal operations.
17. Survival of Causes of Action
The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
19.1 Failure of any party to insist upon strict performance of any provision of this Agreement or the failure of any party to exercise any right or remedy to which he or she is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Agreement.
19.2 No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such and signed by all the parties to this Agreement.
Any communication to be given pursuant to the terms of this Agreement shall be in writing and shall be delivered by email, hand or sent by post to the address of the addressee as set out in this Agreement or such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause.
21. Law and Jurisdiction
This Agreement is governed by the laws of England and Wales and the parties submit to the jurisdiction of the Courts of England and Wales.
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