Subcontractor Terms

PSL Media Group Ltd
(Incorporating Performance Sound & Light Ltd., Performance Studios Ltd. and PSL Academy Ltd.)
(“the Company”/”us”/”we”/”our”)
STANDARD TERMS OF ENGAGEMENT – FREELANCE CONTRACTORS

 

1 Definitions
1.1 Words and phrases defined in clause 27 shall have the meaning there assigned to them.
2 Entitlement
2.1 You warrant that neither your right to be contractually engaged in work by us nor your ability fully to carry out your
duties under this Agreement is limited in any way by any obligation to any third party, by any Court Order or similar
imposition, or by any legally enforceable restriction on your working contract in the UK, and you undertake to inform
us in writing, immediately there is any change in any such circumstance.
3 Commencement
3.1 Your working contract with us begins on the Start Date shown in your Statement of Contract.
3.2 If your continuous working contract with us is deemed to include previous working contract with any other
employer(s) this is shown in your Statement of Contract under Continuous Working contract.
4 Probation Period
4.1 The duration of any initial Probation Period (if any) is shown in your Statement of Contract and is intended to enable us
to assess your performance in your role and your conduct.
4.2 If not already provided by you before the contract Start Date, we may request:-
4.2.1 up to two written references from previous employers or customers;
4.2.2 written evidence of any qualifications you claim to have and/or formal training you claim to have successfully
completed; and
4.2.3 that you undergo a medical examination by a doctor of our choice and at our expense (and permit him/her to
report the outcome of the examination to us in accordance with the Access to Medical Reports Act 1988).
Failure to comply with such requests, or unsatisfactory references/medical report, will be taken into account in
determining the outcome of any Probation Period.
4.3 We may at our sole discretion extend any initial Probation Period (if any) by a further fixed period but so that the
overall Probation Period is not more than nine months.
4.4 During any Probation Period your notice entitlement and obligation are as set out in clause 9.3.
5 Duties
5.1 During your working contract under this Agreement you will:-
5.1.1 diligently and faithfully serve us and use your utmost endeavours to promote and further our interests;
5.1.2 carry out the duties implicit in your contractual title and as advised in detail by us from time to time;
5.1.3 at all times observe and follow our proper and reasonable directions and regulations;
5.1.4 unless prevented by Incapacity, devote your full time and attention to your contractual obligations and shall
not without our prior consent (at our sole discretion but which, as a contractor of us, will not be
unreasonably refused) engage in any other business or paid activity of any kind.
6 Location
6.1 Your Normal Place of Work (if any) is shown in your Statement of Contract.
6.2 Whether or not you have a Normal Place of Work, you will frequently to work at different locations both within the
UK and overseas and to travel within the UK and overseas in the performance of your duties. You may also be
required to work outside the UK, and if such requirement lasts for more than a month you will be provided with full
details of any additional terms, conditions and benefits which may apply.
6.3 At any time when you are required or permitted to work from your home, the following conditions are applicable:
6.3.1 You warrant, after full and proper enquiry by you, that the use of your home for commercial purposes as
envisaged in this Agreement is not barred or restricted in any way under the terms of any mortgage or
tenancy agreement, in the title deeds, in any insurance policy, by any planning regulations, or otherwise. You
also undertake promptly to notify us in writing if any such bar or restriction comes or appears likely to come
into effect at any time.
6.3.2 Insurance of your home and your property is your responsibility.
6.3.3 We insure any equipment and property provided to you under this Agreement, against loss or accidental
damage whilst it is in your possession.
6.3.4 You undertake to ensure that your home is adequately secure at all times, and not to do, cause or permit any
act or omission which will invalidate the policy of insurance (a copy of which you can request from us)
covering our property and equipment.
6.3.5 You must take particular care to comply with your health & safety obligations (see clause 25), both in respect
of yourself and in respect of any family in or visitors to your home;
6.3.6 We reserve the right, upon reasonable notice, for us or our agents to enter your home for any of the
following purposes:
• to repair or replace equipment;
• to carry out a risk assessment or other spot check for health and safety reasons;
• to recover our property;
and you are required to cooperate with us in this regard.
7 Hours of Work
7.1 Your Normal Hours of Work are set out in your Statement of Contract.
7.2 You may be required to work additional hours from time to time as may be necessary or desirable for the proper
performance of your duties, and unless otherwise stated in your Statement of Contract, your basic remuneration takes
this requirement into account and overtime is not paid.
7.3 Unless stated in your Statement of Contract that this clause 7.3 does not apply, you confirm that, by your signature to
this Agreement, you have voluntarily opted out of your right not to work more than an average of 48 hours a week, as
set out in sections 4 and 5 of the WT Regulations. You are entitled to terminate this opt-out at any time by giving us
three months written notice: your opt-out will then terminate on the expiry of that notice, the rest of this Agreement
continuing unchanged.
7.4 If there is a reduced need for you to perform work, or any other occurrence (for example, but without limitation,
severe weather disrupting our activities) which affects or precludes normal working then:-
7.4.1 we shall be entitled to reduce your working time requirement for such period as we shall decide;
7.4.2 while your working time is stopped completely for any period, you will not be required to work and (subject
to clause Error! Reference source not found. below) you will have no right to remuneration;
7.4.3 while you are on any reduced working time, (subject to clause Error! Reference source not found. below)
your remuneration shall be correspondingly reduced;
7.4.4 we will give as much notice as reasonably practicable in the circumstances (a) of any stoppage of working time
or reduction in working time, and thereafter (b) of any further change to your hours including a return to
normal working hours.

8 Remuneration
8.1 Payment for your activities is made after receipt of your invoice for the appropriate period, the value of invoices the
company will accept is shown in your Statement of Contract. Invoices for contracted services are payable in arrears,
less any deductions permissible under clause 8.5. Your invoice should be submitted no later than the last working day of each
calendar month. This will normally be paid within 7 days of the invoice date by BACS transfer to your bank or building
society account. You undertake to keep us informed of the details of such account and any changes thereto. Payments
due are deemed to accrue on a calendar day-to-day basis for periods of less than a month.
8.2 We review recurring contracts either at the start of any contractual period or every 6 months (whichever occurs
sooner) or in the event of a change in the contractual requirement. It should be clearly understood that neither the
implementation of a contract review nor a history of previous increase in rate warrants any reasonable expectation of a
further or additional increase.
8.3 We may from time to time introduce a bonus/commission scheme which may result in bonuses/commission being paid
to you, dependent on your and/or your department’s and/or our overall performance. The introduction, construction
and (unless otherwise stated in writing) the termination of any such scheme is at our sole discretion. You understand
and accept that the existence of any such scheme at any time gives you no reasonable expectation that it, or any
payment derived from it, will continue. Unless specifically stated otherwise by us in writing, bonus/commission
payments do not accrue on a day-to-day or pro rata basis and only become due and payable on the date(s) specified in
any particular scheme if you are our employee on such date(s). Accordingly you will have no entitlement to any
bonus/commission payment due after the termination of your working contract (for whatever reason). Any
bonus/commission paid to you will be subject to any deductions permissible under clause 8.5.
8.4 We may also, from time to time, make ex gratia payments to you in recognition of, for example but not limited to,
additional work performed, a particularly high standard of work or successful project. Any such non-contractual
payments are at our sole discretion, you will be invited to invoice for any such amount and you accept that the receipt
of any such payment at any time gives you no reasonable expectation of any further such payment or payments.
8.5 By your signature to your Statement of Contract you hereby authorise us to make deductions from your invoice
payments (including any bonus, commission or ex gratia payments) or any other sum due to you (including any expense
reimbursement), at any time, in respect of any of the following:
8.5.1 any overpayment made to you by us;
8.5.2 any loan made to you by us (including but not limited to any expenses float);
8.5.3 any other sum or sums contractually owed to us by you (for example, but not limited to, repayment of all or
part of a grant for removal expenses if you do not remain under contract for the length of time such grant was
conditional upon);
8.5.4 payment received in respect of any period or periods of unauthorised absence;
8.5.5 payment received in respect of any period or periods of Incapacity in the event you fail to comply with your
obligations.
8.5.6 in the event of you terminating your working contract (for whatever reason) without giving full written notice
in accordance with clause 9.3, a sum equal to the amount you would have been paid for any notice period not
given;
8.5.7 any sum in respect of holiday taken in excess of any agreed entitlement; and/or
8.5.8 the cost of replacement or repair of any of our property lost or damaged as a result of your negligence or
failure to follow our reasonable instructions (see clause 9.7).
8.6 If you terminate your working contract without giving full written notice in accordance with clause 9, we are entitled to
deduct from any sum due to you an amount not exceeding the payment you would have received for any notice period
not given (for example only, if you are required to give us four weeks’ notice, but only give one week’s notice, we may
deduct three weeks’ payment).
9 Notice and Termination
9.1 Your working contract under this Agreement will continue until and unless terminated in accordance with one of the
following provisions of this clause 9.
9.2 If a Working contract End Date is stated in your Statement of Contract, your working contract will terminate on that
date unless previously terminated in accordance with one of the following provisions of this clause 9 or extended by us
in writing.
9.3 During the Probation Period (if any), either party may terminate your working contract by giving one week’s written
notice to the other.
9.4 After completion of any Probation Period (if any):-
(a) we may terminate your working contract by giving you written notice of not less than either:
• one month; or
• the “Minimum Notice from us” (if any) set out in your Statement of Contract;
whichever is the greater period; and
(b) you may terminate your working contract by giving us written notice of not less than either:
• one month; or
• the “Minimum Notice from you” (if any) set out in your Statement of Contract;
whichever is the greater period.
9.5 At any time after notice of termination has been given by either party is accordance with this clause 9 we may in our
sole discretion:
9.5.1 terminate your working contract forthwith and thereupon accept an invoice from you in lieu of the payment (if
any) you would have been entitled to during the period of notice, less any deductions as appropriate; or
9.5.2 for any period or periods suspend you from performing some or all of your duties and/or assign to you duties
other than your normal duties. During any such period or periods of suspension your duties of good faith and
loyalty and other obligations to us continue unchanged.
9.6 Notwithstanding the other provisions of this clause 9 your working contract may be summarily terminated by us
without notice or payment in lieu of notice, if you:-
9.6.1 are guilty of any Gross Misconduct or wilful neglect of duty or any serious or repeated breach of a material
term of this Agreement;
9.6.2 are convicted of any criminal offence (including driving under the influence of drink or drugs, but excluding any
other offence under UK road traffic legislation for which a non-custodial penalty is imposed);
9.6.3 become of unsound mind or become a patient under the Mental Health Act 1983.
9.6.4 are banned from driving if, in our reasonable opinion, this will materially compromise your ability to carry out
your duties (though we may, in our absolute discretion, offer to suspend you without pay for the duration of
any ban, as an alternative to dismissal).
9.6.5 Become unable to perform your contractual duties as a result of any incapacity or any other reason.
9.7 Unless otherwise agreed in writing, you must return to us, no later than the last day of your working contract, all our
property/equipment which is in your possession or under your control, in good condition and/or working order (fair
wear and tear excepted), and all Confidential Information (see clause 17.2). We reserve the right to make a deduction
from any payment otherwise due to you to cover the cost of replacement/repair of any property/equipment not
returned or returned damaged.
10 Expenses
10.1 We will reimburse to you any reasonable expenses wholly exclusively and necessarily incurred by you in or about the
performance of your duties under this Agreement subject to our prior approval of such expenditure and subject to
provision by you of reasonable written evidence of any expenditure in advance of any such claim in accordance with
our rules which may be varied from time to time.
10.2 Expense claims should be submitted on a monthly basis, and will normally be reimbursed no later than the end of the
month following the month of submission.
10.3 You agree that you will be liable for any tax or social security contribution which may at any time be imposed on the
reimbursement of any expenses under this clause 10.

 

11 Holiday/Days off.
11.1 Due to the nature of our business, it is a prerequisite that very often we are required to work over weekends and bank
holidays. This is accepted as part of your contractual obligations and no objection to this fact will be accepted. It is
accepted however, that a reasonable quantity of alternative “days off” will replace weekend and other normal calendar
holidays during which you are engaged in work for the company. These days will be agreed and allocated on an ad-hoc
basis at our sole discretion, as much notice as possible will always be provided however due to the nature of our
business, last minute changes in requirements will from time to time be required. You are expected to accommodate
these changes unless extenuating circumstances prevent you from doing so. Any failure to accommodate working time
required during bank/public holidays or weekends, which directly affects the operation of the business may result in a
reduction in the invoice value accepted at the end of the month.
11.2 As a contractor, there is no specific entitlement to “holiday pay”, however reasonable requests for “days off” will
normally be accepted, at our sole discretion, without the need for a reduction in invoice value. Any longer period of
holiday (for example but not limited to, 2 weeks away, uncontactable in another country) will require a reduction in the
amount invoiced at the end of the month for your services. The amount agreed will be at our sole discretion however
it should be noted that this will always be a reduction that is justified as both reasonable and necessary.
11.3 You must give as much notice as possible of an intended holiday. We reserve the right to refuse your request if, for
example, your intended holiday period clashes with that of someone else who has already booked a holiday or if it
would otherwise significantly disrupt our business. Any refusal will be given as soon as practicable following your
request.
12 Pension
12.1 As a contractor of the company (as opposed to an employee) there is no pension scheme applicable, and no
contracting-out certificate in force, in relation to your working contract.
13 Incapacity
13.1 You must arrange for us to be notified as soon as practicable (and in any event no later than one hour after your
expected starting time) on the first day of any absence through Incapacity, giving the reasons for your absence and the
anticipated date of your return to your contractual duties.
13.2 At our sole discretion, we may elect to waive the right to reduce the amount of invoice we will accept at the end of the
month provided there is sufficient reason to believe that any absence due to incapacity is short and warranted.
13.3 Incapacity of any period may, at our sole discretion, result in our requirement for you to reduce the amount of your
month-end invoice.
14 Other absences
14.1 If you know or expect that you will be late for work at any time, you must advise your manager as soon as practicable,
and provide a satisfactory explanation.
14.2 Except for emergencies, you must try to arrange dentist, doctor and hospital appointments etc. outside contracted
working time. When this is not possible, you must obtain our prior permission for such absences which should be
arranged as early or as late in the day as possible.
15 Inventions
15.1 Subject to the provisions of the Patents Act 1977 and the Copyright, Designs and Patents Act 1988 if at any time during
your working contract under this Agreement you make or discover or participate in the making or discovery of any
Intellectual Property relating to or capable of being used in the business for the time being carried on by the Employer
full details of the Intellectual Property shall immediately be communicated by you to us and shall be our absolute
property. At our request and expense you shall give and supply all such information data drawings and assistance as
may be required to enable us to exploit the Intellectual Property to our best advantage and you shall execute all
documents and do all things which may be necessary or desirable for obtaining patent or other protection for the
Intellectual Property in such parts of the world as may be specified by us and for vesting the same in us or as we may
direct
15.2 You irrevocably appoint us to be your attorney in your name and on your behalf to sign execute or do any such
instrument or thing and generally to use your name for the purpose of giving to us (or our nominee) full benefit of the
provisions of this clause, and in favour of any third party a certificate in writing signed by any employee or officer of
ours that any instrument or act falls within the authority conferred by this clause shall be conclusive evidence that such
is the case.
15.3 If the Intellectual Property is not our property we shall, subject to the provisions of the Patent Act 1977, have the right
to acquire for ourselves or our nominee your rights in the Intellectual Property within six months after disclosure
pursuant to this clause 15 on fair and reasonable terms to be agreed or settled by a single arbitrator
15.4 Rights and obligations under this clause 15 shall continue in force after termination of this Agreement in respect of any
Intellectual Property made during your working contract under this Agreement and shall be binding upon your
representatives
16 Copyright
16.1 To the extent that they do not vest in us by operation of law or under this Agreement you hereby assign exclusively
and throughout the universe to us with full title guarantee by way of assignment the entire present and future copyright
and all your rights, title and interest in and to all material written or devised or created by you pertaining to our
operations or business for the time being or resulting from or suggested by any work which you do pursuant to your
working contract (including any period of Continuous Working contract referred to in your Statement of Contract)
and all rights of action for damages for infringement of such copyright material to hold them absolutely for the entire
period of copyright and any renewals and extensions of copyright and after such period in perpetuity.
16.2 You hereby appoint us as your attorney for the purpose of executing in your name and on your behalf all such deeds
and documents as may be required pursuant to clause 16.1.
16.3 You hereby irrevocably and unconditionally waive any and all moral rights under the Copyright Design and Patents Act
1988, or any rights of a similar nature under any law in any other jurisdiction, in and to any and all material written,
created or devised by you whether solely or jointly and pertaining to our operations or business or resulting from or
suggested by anything which you have done or shall do pursuant to your working contract by us.
16.4 The assignment contained in clause 16.1 and the waiver contained in clause 16.3 shall not be affected by reason of the
termination of this Agreement for whatever reason.
16.5 We shall be under no obligation to apply for or seek to obtain patent, design, trade mark or other protection in
relation to any such improvement, invention, process, system or design as aforesaid or in any way to use exploit or
seek to benefit from any such improvement, invention, process, system, programme or design, discovery or copyright.
16.6 We shall be entitled to make use of all the reports, research, works of authorship, know-how, concepts, improvements,
inventions, processes, systems, programmes, designs, discoveries and any other material provided by you to us under
this Agreement in whatsoever manner we choose and the right to use such material in this way shall survive the
termination of this Agreement.
17 Confidentiality
17.1 You will not, whether during (except in the proper course of your duties under this Agreement) or at any time after
the termination of this Agreement, divulge in any form whatsoever to any person or organisation whatever or
otherwise make use of (and will use your best endeavours at all times to prevent publication or disclosure of) any
Confidential Information.
17.2 You will not during the term of this Agreement make any notes or memoranda relating to any Confidential Information
otherwise than for our benefit, and all notes and memoranda concerning your duties under this Agreement or our
business which you acquire receive or make during the course of your working contract and all Confidential
Information shall be our property and shall, together with all copies thereof, be surrendered by you to someone duly
authorised in that behalf at the termination of your working contract or at our request at any time during the course of
your working contract and you shall at our request confirm in writing your compliance with your obligation under this
clause.
17.3 Your obligations under this clause 17 shall cease to apply to any information which comes into the public domain other
than as a direct or indirect result of your breach of your obligations to us.
17.4 The provisions of this clause 17 shall survive the termination of this Agreement howsoever effected.

 

18 Restrictions (applicable unless otherwise varied in your Statement of Contract)
18.1 You covenant with us that (save in the proper performance of your duties under this Agreement) you will not, whether
as a contractor, principal, partner, director, employee, shareholder (save to the extent that you own less than 3% of
the Employer concerned and exercise no control over it) or otherwise, whether alone or with or assisting others,
directly or indirectly, during the term of this Agreement and:
18.1.1 during the term of this Agreement, so as to compete with or compromise our business, accept work or
business from or work for or be contractually engaged in work or retained in any capacity by any Restricted
Client or Prospective Client or by any person firm company or other entity known by you to be a provider of
products or services to any Restricted Client or Prospective Client;
18.1.2 for a period of 24 months after the termination of this Agreement, so as to compete with or compromise our
business, canvass, solicit or seek to secure business or custom from any Restricted Client or Prospective
Client;
18.1.3 for a period of 24 months after the termination of this Agreement, deal with any Restricted Supplier so as to
adversely affect its ability to fulfil any contractual obligations to us, or seek in any way to interfere with our
relationship and/or dealings with any Restricted Supplier;
18.1.4 for a period of 24 months after the termination of this Agreement, endeavour to entice away from us any Key
Person (whether or not the Key Person would be in breach of contract by leaving our employ);
18.2 You acknowledge and accept that the restrictions set out in clause 18.1 are reasonable for the legitimate protection of
our interest and goodwill in all the circumstances, particularly taking into account your role with us, the trust which we
have given you and the extent of your access to Confidential Information. Nevertheless it is agreed between the
parties that if any one or more of such restrictions shall, either taken by itself or by themselves together, be adjudged
to go beyond what is reasonable in all the circumstances for the protection of our legitimate interests but would be
adjudged reasonable if any particular restriction or restrictions were deleted or if any part or parts of the wording
thereof were deleted, restricted or limited in a particular manner, then the restrictions set out in those clauses shall
apply with such deletions, restrictions or limitations as the case may be.
19 Directorship (this section only applies if you are, or become, a Director of the Company)
19.1 You warrant that you are not subject to any restrictions preventing you from holding office as a director.
19.2 During the term of this Agreement you shall:
19.2.1 act (with the utmost good faith at all times and in compliance with your fiduciary duty) as a director of the
Company and carry out duties on behalf of any Associate Company including, if so required by the Board,
acting as an officer of or consultant to any such Associate Company;
19.2.2 comply with the Articles of Association;
19.2.3 not do anything which would cause you to be disqualified as a director.
19.3 Except with the prior approval of the Board, or as provided in the Articles of Association, you shall not resign as a
director of the Company.
19.4 In addition to the provisions set out at clause 9.6 above, this Agreement may be summarily terminated by us without
notice, payment in lieu of notice or payment in lieu of accrued holiday entitlement not taken (if any), and
notwithstanding that such summary termination may jeopardise your rights (if any) under any permanent health
insurance scheme of which you may be a member, if:-
19.4.1 you are disqualified from acting as a director; or
19.4.2 you resign as a director of the Company without the prior written approval of the Board.
19.5 On termination of this Agreement, howsoever arising, you shall immediately resign, without any claim for
compensation, as a director of the Company.
19.6 You hereby irrevocably appoint the Company to be your attorney to execute and do any such instrument or thing and
generally to use your name for the purpose of giving the Company or its nominee the full benefit of clause 19.5 above.

 

 

20 Discipline and Grievances

20.1 Inadequate performance, misconduct and disciplinary offences will be dealt with in accordance with our disciplinary
rules, except during any Probationary Period during which they may be disapplied. These rules are of a policy nature
only, do not form part of this Agreement and may be varied from time to time in our sole discretion. The current
rules are available from us on request.
20.2 If you have any grievance at any time relating to your working contract, you should initially address it to your
immediate supervisor, who will be responsible for seeking to resolve it in accordance with our grievance procedure,
which is of a policy nature only, does not form part of this Agreement and may be varied from time to time in our sole
discretion. The current procedure is available from us on request.
21 Information Systems
21.1 The efficiency, effectiveness and security of our activities depends to a substantial degree on the Information Systems.
We will from time to time institute certain rules and procedures relating to the security of the Information Systems
(for example, but not limited to, procedures for minimising the risk of “infection” by computer “viruses”, and rules
about disclaimers added to e-mail messages). Such rules and procedures are of a policy nature only and may be altered
from time to time by us at our sole discretion, but any breach by you of any such rules or procedures will be
considered a serious breach of this Agreement which may result in disciplinary action, potentially resulting in summary
dismissal (see “Gross Misconduct” in clause 27).
21.2 We acknowledge and accept that it may occasionally be necessary for you to receive, or send, telephone, facsimile or
e-mail messages which do not relate to our business or to your duties under this Agreement. You acknowledge and
accept that any such correspondence carried out using the Information Systems must be kept to a minimum, and that it
must not under any circumstances be of a pornographic, racist, sexist or harassing nature or be in breach of any term
of this Agreement (in particular, but not limited to, clause 16). For the avoidance of doubt, your duties under this
clause 21.2 include discouraging third parties (whether our employees or otherwise) from corresponding with you
through the Information Systems on matters not relating to your duties under this Agreement.
21.3 You acknowledge, understand and accept that we reserve the right to monitor the use of, and the content of
correspondence via, its Information Systems in accordance with the LBP Regulations and for any of the purposes set
out therein, without prior notice to you other than as given here. Such purposes include, but are not limited to, the
prevention or detection of criminal activity, monitoring the standards of training and service, investigating or detecting
unauthorised use, maintaining the integrity of the Information Systems, and ensuring compliance with regulatory or self-regulatory
guidelines. You further acknowledge, understand and accept that accordingly you have no right of privacy in
any such correspondence (whether sent or received by you) using the Information Systems.
22 Collective Agreements
22.1 There are no collective agreements affecting the terms and conditions of your working contract.
23 Dress Code/Protective Clothing
23.1 Appropriate dress and grooming is required at all times whilst carrying out your duties under this Agreement. This is
particularly so when you can or can expect to be seen by the public or in any circumstances where your dress and
grooming can reasonably be expected to affect our reputation.
23.2 When working on a non-office site, appropriate clothing, in compliance with relevant health and safety regulations (such
as overalls and boots), and any task-specific PPE provided by us (such as goggles or ,masks) must be worn at all times.
Safety and other regulations relating to the site concerned and/or imposed by the client must always be fully complied
with.
23.3 You acknowledge and accept our right to impose a dress and grooming code in our interests and those of our business
and our employees generally, and you further acknowledge and accept that the imposition of any such dress code does
not infringe your right of self-expression or that, to the extent that it does, you confirm that you accept and do not
contest such infringement
24 Data Protection
24.1 During your working contract and for as long a period as is reasonably necessary following its termination (for
whatever reason) we may:
24.1.1 produce, obtain, keep and use personal data about you for administrative, management, analysis and
assessment purposes and to comply with legal and contractual obligations in connection with your
recruitment, your working contract, its transfer and its termination, both in personnel files and on our
computer system. On occasion we may need to disclose information about you to third parties;
24.1.2 produce, obtain, keep and use sensitive personal data about you relating to:
• your racial or ethnic origin, for the purposes of equal opportunities monitoring;
• your health, to enable us to safeguard your health and safety at work, for administrative and management
purposes, and to comply with any statutory obligations;
• details of offences committed or allegedly committed by you, where they have or may reasonably be
expected to have a material bearing on your working contract;
• your religious or similar beliefs, where this is necessary to comply with statutory obligations.
24.1.3 transfer any information of the above type which is in our records to Associated Companies, companies in
which we or an Associated Company has a shareholding, organisations or persons with which or with whom
we or an Associated Company has or anticipates having a contractual relationship, organisations or persons
processing data on our behalf, and our or any Associated Company’s professional advisers. Any of these
entities may be based outside the European Economic Area (“the EEA”). Where any disclosure or transfer is
to a country outside the EEA, we will take all reasonable steps to ensure that your rights and freedoms in
relation to the processing of relevant personal data are adequately protected.
24.2 In signing this Agreement, you consent to us carrying out the processing of personal data as described in clause 24.1.
25 Health & Safety
25.1 You have a duty to comply with all health & safety rules and to take all reasonable care to promote and ensure the
health & safety at work of yourself, your fellow contractors and employees and those you come in contact with during
the course of your work.
25.2 In particular, but without limitation, you must:-
25.2.1 only ever operate or install equipment and machinery in accordance with the relevant operating/installation
instructions, procedures and relevant safety measures; and
25.2.2 always ensure, before ‘signing off’ on the installation or repair of any equipment, that the customer is fully
aware of, and has accepted in writing, all relevant operating procedures, restrictions and limitations of use,
and all associated safety measures.
25.3 Where appropriate when not at your normal place of work, clothing in compliance with relevant health and safety
regulations must be worn at all times, and safety and other regulations relating to the site concerned and/or imposed by
the customer must always be fully complied with.
25.4 You must promptly report to your manager any potential hazard relating to your work under this Agreement or
relating to the environment in which that work is carried out.
25.5 You must promptly report to your manager any injury sustained by you or anybody else during or in connection with
your work under this Agreement, and you must fully cooperate with us in any subsequent investigation into such injury.
25.6 Smoking is forbidden at all times within our buildings or vehicles or within any other building (whether ours or not)
where you are carrying out your duties under this Agreement. Smoking out-of-doors on customers’ premises is only
permissible with that customer’s prior permission.
26 Changes
26.1 If we wish to make any change to this Agreement affecting your terms and conditions of working contract, notice and details of such change will be advised, either by general notice in writing to all affected contractors or by specific notice
to you in writing, the change will become incorporated as part of your terms and conditions of working contract
four weeks later and deemed to have been accepted by you, unless you advise us in writing of any objection to the
proposed change within two weeks of notice of it being given. In the event of any such objection by you, any such
proposed change will not be implemented until and unless such objection has been resolved to both parties’
satisfaction.

 

27 Definitions and interpretation
27.1 Clause headings do not form part of this Agreement.
27.2 Each provision of this Agreement is independent and severable from the remaining provisions and enforceable
accordingly. If any such provision shall be unenforceable for any reason but would be enforceable if part of the wording
thereof were deleted, it shall apply with such deletion as may be necessary to make it enforceable
27.3 This Agreement contains the entire understanding between you and us and supersedes all previous agreements (if any)
relating to your working contract by us (which shall be deemed to have been terminated by mutual consent)
27.4 This Agreement is governed by and shall be construed in accordance with the Laws of England and the parties submit
to the exclusive jurisdiction of the English Courts.
27.5 In this Agreement, the following words and phrases shall have the following meaning unless specifically stated otherwise
in the clause or clauses in which they occur:
“Agreement” means the contract between you and us contained within (a) the Statement of Contract to which these
Standard Conditions of Working contract refer and (b) these Standard Conditions of Working contract (and any
documents referred to therein as being part of such contract);
“Articles of Association” means the articles of association (as amended from time to time) of the Company.
“Associate Company” means a subsidiary company and any other company which is for the time being a holding
company (both as defined by the Companies Act 1985 Section 736) of us or another subsidiary of any such holding
company.
“Board” means the Board of Directors of the Company for the time being.
“Confidential Information” means trade secrets and other information relating to us, to any Associate Company and to
any director, officer, employee, supplier, customer, agent, partner, dealer, distributor, consultant or contractor of or to
us or any Associate Company including but not limited to:- details of customers and clients and prospective customers
and clients, dealers, distributors and agents and their respective relationships with us and/or any Associate Company;
terms of business; price lists, margins and discounts; tenders offered, contemplated or undertaken; research activities,
designs, formulae, bespoke software, firmware and hardware, and product lines; reports; actual or prospective
advertising, marketing and promotional activities and campaigns; business strategies, product development plans and
sales forecasts; financial information, results and financial forecasts; acquisitions, mergers, disposals and fund-raising
activities both actual and prospective; remuneration and other benefits of our employees (including you), and all
whether or not recorded in writing and/or electronically.
“First Restricted Period” means the period commencing on the date of termination of this Agreement and with a
duration of either (a) 180 days or (b) five times the term of this Agreement, whichever period expires the sooner;
“Gross Misconduct” includes by way of example but is not limited to:
• dishonesty (including falsification of any CV or application for working contract);
• material breach of trust and confidence;
• violent, abusive or intimidating conduct and/or language;
• sexual and/or racial harassment;
• attending at or using our property whilst under the influence of alcohol or non medically prescribed drugs;
• directly or indirectly soliciting work from, or carrying out work for, a previous, existing or potential client of ours
(other than on our behalf) or being party to any such activity;
• unauthorised use or disclosure of, or failure reasonably to prevent the disclosure of, Confidential Information;
• unauthorised use of or interference with or deliberate or wilful damage to our equipment or property (including
but not limited to our Information Systems);
• failure to follow our security and operating procedures relating to its Information Systems;
• wilful neglect or breach of duty;
• serious and/or persistent insubordination;
• failure to report an accident at work;
• breach of health and safety rules so as to endanger the health and/or safety of you or of others;
“Incapacity” means any illness disease or injury or other like cause incapacitating you from attending to your duties;
“Information Systems” means our computers, facsimile machines, telephones, printers and all other electronic
communication devices and associated software;
“Intellectual Property” includes but is not limited to letters patent, trademarks whether registered or unregistered,
registered or unregistered designs (including but not limited to software, firmware and hardware), utility models,
copyrights including design copyrights, applications for any of the foregoing and the right to apply for them in any part
of the world, discoveries, creations, inventions or improvements upon or additions to an invention, Confidential
Information, know-how and any research effort relating to any of the above-mentioned whether registerable or not,
moral rights and any similar rights in any country of the world;
“Key Person” means an employee of or contractor to us contractually engaged in work or retained in a managerial,
sales, marketing, finance, research, design or engineering capacity or having Material Dealings with a Restricted and/or
Prospective Client during the twelve months ending on the Termination Date and with whom you had Material
Dealings during the twelve months ending on the Termination Date;
“LBP Regulations” means the Telecommunications (Lawful Business Practice)(Interception of Communications)
Regulations 2000;
“Material Dealings” means receiving instructions, enquiries or orders from, entering into negotiations with, making sales
to or purchases from, being responsible for in a management or supervisory capacity;
“Statement of Contract” means the document so entitled and forming part of this Agreement;
“Probationary Period” means the period (if any) set out in the Statement of Contract;
“Prospective Client” means any person firm company or other entity with whom or which you had Material Dealings at
any time during the twelve months prior to the Termination Date with a view to that person firm company or other
entity becoming a client or customer of ours;
“Restricted Client” means any person firm company or other entity who or which, at any time during the twelve
months prior to the Termination Date was a client or customer of ours and with whom or which you had Material
Dealings during that period;
“Restricted Supplier” means any person firm company or other entity who or which, at any time during the twelve
months ending on the Termination Date, was a supplier of products or services to us and with whom or which you had
Material Dealings during that period;
“Second Restricted Period” means the period commencing on the date of termination of this Agreement and with a
duration of either (a) 270 days or (b) five times the term of this Agreement, whichever period expires the sooner;
“Termination Date” means the date that this Agreement ends, for whatever reason;
“WT Regulations” means the Working Time Regulations 1998 as amen