TERMS & CONDITIONS

1 THE AGREEMENT

1.1 These Terms & Conditions together with the Summary Terms (signed by the Freelancer and returned by email to the Company) constitute the “Agreement”.

1.2 If there is any conflict between these Terms & Conditions and the Summary Terms, the provisions of the Summary Terms shall take precedence. Clause headings shall not affect the interpretation of the Agreement.

1.3 In the Agreement, unless the context otherwise requires: capitalised words and phrases shall have the meanings given in the Summary Terms or in these Terms & Conditions; words importing one gender shall be treated as importing any gender; words importing individuals shall be treated as importing corporations and vice versa; words importing the singular shall be treated as importing the plural and vice versa; a reference to a statute or other law shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of it; and references to “include” and “including” (or any similar term), are not to be construed as implying any limitation.

2 SCOPE OF SERVICES

2.1 The Company engages the Freelancer to provide the services set out in the Summary Terms (as amended from time to time by agreement of the parties in writing) (the “Services”).

2.2 The period of engagement is as set out in the Summary Terms.

3 PROVIDING THE SERVICES

3.1 The Freelancer will provide the Services with all reasonable care and skill, efficiently and in a lawful, proper and timely manner.

3.2 The Freelancer must:

(a) keep such records of their work as the Company may reasonably require;

(b) provide reports or other information about the Services as and when reasonably required by the Company; and

3.3 The Freelancer is authorised to enter into a relevant agreement with a third party as agent on behalf of the Company in order to provide the Services under this Agreement, provided that the Freelancer obtains the Company’s prior written approval (including of the entire commercial and legal terms it will agree) in each case.

3.4 When providing the Services at the Company’s premises, or other premises designated by the Company, the Freelancer must comply with any applicable policies, procedures and rules of the Company or premises.

3.5 The Freelancer must not offer, give, request or accept bribes and must comply with the Bribery Act 2010.

3.6 The Freelancer must not commit a tax evasion facilitation offence under the Criminal Finances Act 2017 and must have regard to any risk assessment and policy that the Company may supply to it relating to the avoidance of tax evasion and the facilitation of tax evasion.

3.7 The Freelancer warrants and undertakes, or shall procure that its employees, agents and contractors engaged to supply the Services warrant and undertake, (before, and on an ongoing basis after, entering into this Agreement) to:

a) not say or do anything that could bring the Company into disrepute;

b) not say or do anything, in the supply of the Services, that:

(i) may encourage or incite the commission of crime or public disorder;

(ii) may endanger public safety (or encourage behaviour which could or is likely to endanger public safety); or

(iii) encourage, in whatever manner, behaviour which promotes disparaging views or behaviour relating to an individual or group’s colour, race, nationality, ethnic or national origins, disability, sex, sexual orientation, marital status, religion or age.

c) not do anything, while at the Company’s office or any of the Company’s event venues (the “Properties”), that may cause damage to the Properties or its fixtures, fittings or equipment.

4 TIMING AND LOCATION

The Freelancer will provide the Services at the times and location set out in the Summary Terms.

5 FEES AND EXPENSES

5.1 The Company will pay the Freelancer the Fees for providing the Services as set out in the Summary Terms.

5.2 The Freelancer will invoice Fees in accordance with the Billing Schedule as set out in the Summary Terms.

5.3 Each invoice must be accompanied by a description of the Services provided, any Expenses due and such other information as the Company may reasonably require from time to time.

5.4 The Company will pay the Freelancer any Fees and Expenses due and invoiced within 30 days of receipt of an invoice from the Freelancer complying with the requirements set out above. If the Company is overdue with any fee payment, the Company will pay interest on the overdue amount at an annual rate of 2% above the prevailing base rate of the Bank of England and such interest will accrue on a daily basis from the date payment becomes overdue until the Freelancer has received payment of the overdue amount.

5.5 All Fees and any other sums referred to in this Agreement are exclusive of any applicable VAT. The Company will pay to the Freelancer such VAT (if any) as may be chargeable from time to time subject to receipt by the Company of an appropriate VAT invoice.

5.6 No sums will be due from the Company to the Freelancer for providing the Services or in respect of expenses (if any) incurred by the Freelancer other than those set out in this Agreement.

5.7 For the purposes of determining any fee due, a day means eight or more hours of work. If agreed between the parties in writing, the Company may also pay for half days at a rate of half the daily fee and a half day means between four and eight hours of work.

5.8 Any sums due from the Freelancer to the Company may be deducted from any sums due to the Freelancer from the Company.

6 SERVICES NOT PROVIDED IN ACCORDANCE WITH THIS AGREEMENT

6.1 If the Freelancer does not provide the Services (or any part of them) in accordance with this Agreement, the Company may choose (at its sole discretion and without prejudice to any other remedies it may have):

(a) not to pay any Fee in respect of such Services; or

(b) to require the Freelancer to remedy matters at their own expense.

6.2 If the Company chooses to require the Freelancer to remedy matters, then (without prejudice to any other rights or remedies it may have):

(a) no Fee will be payable by the Company in respect of the Services in question unless and until matters have been remedied; and

(b) if matters are remedied,

(i) the Company will pay the Fee due within 30 days of matters being remedied and a valid invoice being received for the relevant amount by the Customer;

(ii) the Fee due will not exceed the Fee that would have been payable had the Services in question been provided initially in accordance with the Agreement.

7 CONFIDENTIALITY

7.1 During and after the Freelancer’s engagement by the Company, they must not (unless required to do so by law, protected in doing so by a legal right of protected disclosure or doing so in properly providing the Services):

(a) disclose any of the Company’s trade secrets or confidential information to any person; or

(b) use any of the Company’s trade secrets or confidential information for any purposes other than the Company’s.

7.2 The Freelancer must make sure that they keep all trade secrets and confidential information which they obtain or otherwise receive in connection with the Services safely and effectively protected against improper disclosure or use. The Freelancer must also use their reasonable endeavours to prevent improper disclosure or use of such trade secrets or confidential information by third parties.

7.3 The words “confidential information” include:

(a) lists of the Company’s actual or potential clients;

(b) details of relationships or arrangements with or knowledge of the requirements of the Company’s actual or potential clients;

(c) details of the Company’s business methods, finances, prices or pricing strategy, marketing or development plans or strategies;

(d) details of any tenders, pitches or presentations proposed or made by the Company;

(e) personal information about any of the Company’s directors or employees;

(f) information divulged to the Company by a third party in confidence;

(g) details of any planned events, prior to the release of information to the general public;

(h) any information relating to the Company or any of its clients which the Company or client in question reasonably considers to be confidential.

7.4 These obligations will not apply to information which comes into the public domain other than by reason of the Freelancer’s default or breach of these obligations.

8 DATA PROTECTION AND MONITORING

8.1 In this Agreement:

(a) “Services Personal Data” means personal data of which the Company is controller which the Freelancer will, in providing the Services, process on the Company’s behalf;

(b) “Data Protection Legislation” has the meaning set out in section 3(9) of the Data Protection Act 2018;

(c) “GDPR” means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data;

(d) “Losses” means losses, damages, liabilities, claims, costs and expenses including fines, penalties, legal and other professional fees and expenses.

Words and expressions defined in Article 4 of the GDPR shall have the same meaning in this Agreement.

The provisions of this Clause 8 are separate from and additional to any right or obligation that relates to personal data in other provisions of this Agreement.

Compliance with Data Protection Legislation

8.2 In connection with this Agreement, each party shall, whether acting as controller or processor comply with its obligations under Data Protection Legislation.

Controller to controller data sharing

8.3 In connection with the Services, a party which processes personal data as a controller may provide that data (or some of it) to the other party which will separately process it as controller (controller to controller data sharing). For example (and without limitation), each party is likely to provide the other with details of the names, contact and other details of individuals with responsibilities for or in connection with the Services.

8.4 Where controller to controller data sharing occurs the parties will be separate (and not joint) controllers. The party receiving the shared personal data shall:

(a) process that personal data only for the purposes of and in connection with the Services and not for any other purpose;

(b) promptly notify the other party if it

(i) receives any complaint, notice or other communication relating to the processing of that personal data or compliance with Data Protection Legislation; or

(ii) becomes aware of any personal data breach.

and, in such circumstances, shall provide such information, co-operation and assistance as the other party may reasonably require;

(d) ensure that the information required under Articles 13 and 14 of the GDPR (a privacy notice) is made available to any person who, in respect of that personal data, is a data subject.

Indemnity

8.5 The Freelancer shall indemnify the Company on demand against all Losses incurred by the Company arising from or related to

(a) the Freelancer’s breach or non-performance of its obligations, warranties or undertakings under this Agreement;

(b) the Freelancer’s breach of Data Protection Legislation; and

(c) any claim by a data subject arising from or related to a breach by the Freelancer of this Agreement or Data Protection Legislation.

Compliance with policies and monitoring

8.6 If, in connection with the provision of the Services, the Freelancer uses the Company’s computer and IT systems, the Freelancer:

(a) must comply with the Company’s IT and security policies;

(b) should be aware that the Company monitors its IT systems, that e-mail and internet usage is logged and that e-mails may be opened by persons other than the intended recipient. The Company may access e-mails and use records/logs for business purposes, including checking and ensuring compliance with its policies and with applicable laws, for virus-checking, conducting investigations and dealing with emails in the absence of relevant personnel.

9 INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

9.1 The Freelancer warrants and undertakes;

(a) that the Company is, from the date of creation, entitled to:

(i) ownership of the Materials and Inventions; and

(ii) all of the Intellectual Property Rights in the Materials and Inventions, which the Freelancer hereby assigns to the Company with full title guarantee free from all encumbrances (and in the case of copyright and design rights by way of a present assignment of future copyright or design right, as applicable); and

(b) that all Materials and Inventions will be the Freelancer’s original creation and will not contain anything that infringes the Intellectual Property Rights or other right of any third party.

9.2 In this Agreement

(a) “Materials” means any work or material created, developed, delivered or prepared by or on behalf of the Freelancer or any sub-contractor during the course of or in connection with the Services (whether individually, collectively or jointly with the Company and on whatever media) including a documents, reports, studies, data, diagrams, charts, specifications or computer programs and related copies and working papers, whether created, developed, delivered or prepared before or after the signing of the Agreement;

(b) “Intellectual Property Rights” means all present and future copyright, design rights (whether registered or unregistered), patents, database rights, trademarks (whether registered or unregistered), trading goodwill, performer’s property rights, business names and any other analogous rights subsisting anywhere in the world and including all applications (or rights to apply), revivals, renewals and reversions; and

(c) “Inventions” means any invention, improvement, modification, device, concept, process, formula, model or prototype which is created, devised, developed, discovered or worked on by the Freelancer (whether alone or jointly) during the course of or in connection with the Services.

9.3 The Freelancer undertakes to do anything reasonably required (both during and after the termination of their engagement) to ensure that all Intellectual Property Rights in the Materials and the Inventions belong to or are assigned to the Company and to assist the Company in obtaining, registering, protecting, maintaining, enforcing or defending them (although the Company will not be obliged to do so).

9.4 The Freelancer will upon request by the Company, and in any event upon the termination of their engagement, promptly deliver to the Company all Materials and Inventions in the Freelancer’s possession or control.

9.5 The Freelancer will notify the Company of any Intellectual Property Rights owned by a third party which they intend to incorporate in the Materials or Inventions, where the relevant third party owner will not grant an assignment to the Freelancer or the Company. The Freelancer will obtain the Company’s prior written consent before using such Materials or Inventions in the course of the Services.

9.6 The Freelancer agrees because of the nature of their duties and responsibilities, they are under a special obligation to further the Company’s interests.

9.7 The Freelancer will promptly disclose in writing and deliver any Inventions to the Company and will not disclose any Inventions to anyone else without the Company’s prior written consent.

9.8 Both during and after the termination of this Agreement, the Freelancer will give any information, explanations or demonstrations reasonably requested of him/her to enable the Company to make use of any Materials or Inventions.

9.9 If any moral right or analogous right arises in respect of any Materials or Inventions the Freelancer:

(a) hereby irrevocably waives and agrees not to assert (save as directed by the Company) the right; and

(b) will ensure that all applicable consents have been obtained to entitle the Company to make the fullest use of the Intellectual Property Rights in the Materials and Inventions without restriction or further payment.

9.10 The Freelancer consents to the Company doing any act which would, in the absence of such consent, infringe the Freelancer’s rights in performance under Part II of the Copyright, Designs and Patents Act 1988 or any similar legislation anywhere in the world (such as recording a presentation or workshop given by the Freelancer).

10 TERMINATION

10.1 The Freelancer’s engagement by the Company shall automatically terminate at the end of the Period of Engagement, unless terminated earlier in accordance with this Agreement.

10.2 The Company may terminate the Freelancer’s engagement at any time by giving to the Freelancer not less than one week’s notice in writing.

10.3 The Freelancer may terminate their engagement at any time by giving to the Company not less than one week’s notice in writing.

10.4 The Company may terminate the Freelancer’s engagement immediately by giving written notice having immediate effect if the Freelancer:

(a) is in material breach of this Agreement;

(b) is unable or fails to provide the Services; or

10.5 Upon termination of their engagement the Freelancer must:

(a) provide such co-operation and information as the Company may reasonably request in connection with the termination and any consequences, including co-operating in a smooth handover of any ongoing work;

(b) return immediately all items of the Company’s property which the Freelancer has in their possession or under their control in connection with their engagement (including any security pass, disks, tapes, documents or copies of documents); and

(c) if the Freelancer has any documents or information belonging to the Company on a personal computer, forward copies to the Company and then irretrievably delete them/it.

10.6 For the avoidance of doubt, the termination of the Freelancer’s engagement (however arising) will not affect:

(a) any rights or obligations which have accrued up to the date of termination; or

(b) any rights or obligations which survive the termination of the engagement.

11 HOLIDAY PAY

The Freelancer is not entitled to any paid holidays. Should the Freelancer wish to take unpaid holiday leave during the engagement, this should be agreed in advance between the Freelancer and the Company.

12 STATUS AND TAX

12.1 The Freelancer carries on a profession or business on their own account and by virtue of this Agreement, the Company is a client of the Freelancer.

12.2 The Freelancer is not an employee or agent of the Company. Unless otherwise agreed in writing, the Freelancer will have no right to make contracts or enter any engagements on the Company’s behalf.

12.3 Nothing in this Agreement should be construed as giving rise to an employment relationship between the Company and the Freelancer. In particular the Freelancer hereby warrants that it is an independent contractor genuinely in business in their own account and are not an employee or worker of the Company. The Freelancer acknowledges and warrants that the they have no entitlement whatsoever as against the Company to:

(a) employee or worker status;

(b) employment or worker legal rights, protections or benefits;

(d) status as an agency worker for the purposes of the Agency Workers Regulations 2010 or rights as an agency worker.

12.4 The Freelancer hereby indemnifies (and will keep indemnified) the Company against any losses, damages, costs, liabilities, claims and expenses including fines, penalties, legal and other professional fees and expenses that the Company may incur on account of or arising from any actual, threatened or pending finding, claim, assertion or demand made against the Company that the Freelancer:

(a) has any entitlement to employee status or worker status as against the Company, employment or worker legal rights, protections or benefits, or paid leave; or

(b) will be an ‘agency worker’ pursuant to the Agency Workers Regulations 2010 or have rights as an agency worker.

12.5 The Freelancer will account to the appropriate authorities for any income tax, national insurance contributions or VAT due in respect of sums payable in connection with this Agreement. The Freelancer will indemnify the Company and keep the Company indemnified against:

(a) any claim or demand made against the Company in respect of any income tax or national insurance contributions in respect of sums payable in connection with this Agreement and against any interest or penalties imposed in connection with any such tax or contributions;

(b) any loss suffered as a result of any sums paid to the Freelancer under this Agreement in respect of VAT not being recoverable as allowable input tax for VAT purposes under section 15 Value Added Tax Act 1983 and regulations made thereunder; and

12.6 As soon as reasonably practicable following a request from the Company, the Freelancer shall provide the Company with such documentation and information as is reasonably requested by the Company to enable the Company to comply with its tax obligations. The Freelancer will inform the Company of their unique tax reference number on request.

13 MISCELLANEOUS

13.1 The Freelancer confirms that they are not entering into the engagement in reliance upon any oral or written representations made to the Freelancer by or on behalf of the Company.

13.2 This Agreement contains the whole agreement between The Company and the Freelancer in connection with the Freelancer’s engagement by the Company.

13.3 The parties do not intend that any term of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 (or otherwise) by any person who is not a party to this Agreement.

13.4 The Agreement and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales.

13.5 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Agreement.