Contract for Services Agreement
ASSIGNMENT DETAILS
DATE: As per Website confirmation
| Client: | As per Website confirmation |
| Client’s address: | As per Website confirmation |
| Freelancer: | As per Website confirmation |
| Freelancer’s email address: | As per Website confirmation |
| Freelancer’s VAT number (if applicable): | As per Website confirmation |
| Services Start Date: | As per Website confirmation |
| Assignment Term (duration) | As per Website confirmation |
| Services | As per Listing on Website |
| Charges: | As per Bid accepted via Website |
| Payment Terms (invoice frequency and time until payment) | As per Freelancer’s profile information available on the Website (or if not stated, as per Freelancer’s invoice terms). |
| Third party broker (if applicable) to arrange invoices, and receive payment on behalf of Freelancer | As per Freelancer’s profile information available on the Website |
This agreement shall be deemed to be accepted by both parties automatically on acceptance of a Bid via the Website.
It is agreed as follows:
1 Interpretation
1.1 The definitions used in the Assignment Details on page 1 shall apply in this agreement together with the following additional definitions:
“App” Security Guards Direct
“Assignment” the supply of Services by the Freelancer to the Client in accordance with the Assignment Detail and this agreement;
“Bid” an application submitted by a Freelancer via the Website in response to a Listing
“Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
“Charges” the charges payable by the Client for the supply of the Services by the Freelancer, as set out in the Assignment Details;
“Engagement” the engagement of the Freelancer by the Client on the terms of this agreement;
“Insurance Policies” public and personal liability insurance cover providing appropriate cover for the Freelancer’s duties in connection with the Assignment;
“Listing” an advert for an Assignment as submitted by the Client via the Website;
“Mandatory Policies” the Client’s business policies and codes as notified to the Freelancer from time to time;
“Substitute” a substitute engaged by the Freelancer under the terms of clause 4.4;
“Website” securityguardsdirect.com
2 Interpretation:
2.1 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
2.2 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.3 A reference to writing or written includes fax and email.
3 Commencement and term
The Assignment shall commence on the date on which a Bid is accepted via the Website and shall continue for the Assignment Term, unless terminated earlier in accordance with this agreement.
4 Supply of services
4.1 The Freelancer shall supply the Services to the Client from the Services Start Date in accordance with this agreement.
4.2 In supplying the Services, the Freelancer shall:
4.2.1 perform the Services with all due care, skill and ability and use his best endeavours to promote the interests of the Client.
4.2.2 use reasonable endeavours to perform the Services in accordance with the service description.
4.2.3 maintain in force a valid Security Industry Authority (SIA) licence during the term of the Engagement.
4.2.4 comply with:
(a) all applicable laws, statutes, regulations, and codes from time to time in force; and
(b) the Mandatory Policies,
provided that the Freelancer shall not be liable under this agreement if, as a result of such compliance, it is in breach of any of its obligations under this agreement.
4.2.5 observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Client’s premises and have been communicated to the Freelancer, provided that the Freelancer shall not be liable under this agreement if, as a result of such observation, it is in breach of any of its obligations under this agreement.
4.2.6 not engage in any activity, practice or conduct which would constitute either:
(a) a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or
(b) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.
4.3 If the Freelancer is unable to provide the Services due to illness or injury, he/she 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 clause 4.1 in respect of any period during which the Services are not provided. In the event that the Freelancer is unable to provide the Services, he/she shall be liable for the reasonable costs incurred by the Client in appointing a third-party Freelancer (including a Substitute appointed in accordance with clause 4.4) to carry out the Services in the place of the Freelancer.
4.4 In the event that the Freelancer is unable to provide the services, he/she may offer to the Client the appointment of a suitably qualified and skilled Substitute to perform the Services on his behalf providing that the Substitute must be:
4.4.1 registered with Security Guards Direct; and
4.4.2 have a profile visible to the Client on the Website.
For the avoidance of doubt, the Client shall be under no obligation to accept the Substitute. In the event that the Client accepts the appointment of a Substitute, it shall engage the Substitute directly via the Website.
5 Client’s obligations
5.1 The Client shall:
5.1.1 co-operate with the Freelancer in all matters relating to the Services.
5.1.2 provide, for the Freelancer, its agents, sub-Freelancers, and employees, in a timely manner and at no charge, access to the Client’s premises, office accommodation, data and other facilities as reasonably required by the Freelancer to perform the Services.
5.1.3 provide, in a timely manner, such information as the Freelancer may reasonably require in respect of the Services.
5.1.4 so far as is reasonably practicable, ensure that the health, safety and welfare of the Freelancer whilst at the Client’s premises is protected; and
5.1.5 provide the Freelancer with a contact number for use in emergencies (“Emergency Contact Number”).
5.2 In the event of a breach of clause 5.1.4 of this Agreement (a “Health and Safety Breach”), the Freelancer shall be required to:
5.2.1 remove himself/herself from the relevant situation; and
5.2.2 immediately report the concern to the Client via the Emergency Contact Number to discuss the issue and appropriate steps to be taken.
5.3 In the event that the Freelancer, acting reasonably, determines that the Health and Safety Breach is not capable of remedy, he/she may withdraw from the Assignment with immediate effect providing that he/she notifies the Client of the withdrawal and submits a report via the App in respect of the Health and Safety Breach.
6 Charges and payment
6.1 In consideration for the provision of the Services, the Client shall pay the Freelancer the Charges in accordance with this clause 6.
6.2 All amounts payable by the Client exclude amounts in respect of value added tax (“VAT”), which the Client shall additionally be liable to pay to the Freelancer at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
6.3 The Freelancer (or Broker) shall submit invoices for the Charges (plus VAT) in accordance with the Payment Terms. Each invoice shall include all reasonable supporting information required by the Client.
6.4 The Client shall pay each invoice due and submitted to it by the Freelancer, within such number of days of receipt as is agreed between the Freelancer and the Client to a bank account nominated by the Freelancer.
6.5 If the Client fails to make any payment due to the Freelancer in accordance with the terms of the Assignment by the due date for payment, then, without limiting the Freelancer’s remedies under clause 7 (Termination):
6.5.1 the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6.5.2 the Freelancer may suspend all Services until payment has been made in full; and
6.5.3 the Freelancer may report the circumstances to SGD which may result in the suspension of the Client’s online account with SGD.
6.6 All amounts due in accordance with the terms of the Assignment from the Client to the Freelancer shall be paid by in full without any set-off, counterclaim, deduction or withholding.
7 Termination
7.1 Without affecting any other right or remedy available to it the Client may terminate the Assignment with immediate effect by notice to the Freelancer if the Freelancer, during the course of an Assignment, commits a breach of clause 4.2 of this agreement or is, in the reasonable opinion of the Client, unsuitable for the Assignment.
7.2 On termination of the Assignment for whatever reason:
7.2.1 the Client shall immediately pay to the Freelancer all of the Freelancer’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Freelancer may submit an invoice, which shall be payable immediately on receipt.
7.2.2 any provision of the Assignment that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Assignment shall remain in full force and effect; and
7.2.3 termination or expiry of the Assignment shall not affect any of the rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Assignment which existed at or before the date of termination or expiry.
8 Insurance and liability
8.1 The Freelancer shall have personal liability for and shall indemnify the Client for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Freelancer, or a Substitute engaged by the Freelancer 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.
8.2 The Freelancer shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to the Client and that the level of cover and other terms of insurance are acceptable to and agreed by the Client.
8.3 The Freelancer shall on request supply to the Client copies of such Insurance Policies and evidence that the relevant premiums have been paid.
8.4 The Freelancer 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 Freelancer 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 Freelancer shall notify the Client without delay
9 Data protection
9.1 The Freelancer consents to the Client holding and processing data relating to him for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” (as defined in the Data Protection Act 1998) (where applicable) relating to the Freelancer.
9.2 The Freelancer consents to the Client making such information available to those who provide products or services to the Client where necessary such as advisers, regulatory authorities, governmental or quasi governmental organisations and potential purchasers of the Client or any part of its business.
9.3 The Freelancer shall comply with the Client’s data protection policy and relevant obligations under the Data Protection Act 1998 and associated codes of practice when processing personal data relating to any employee, worker, customer, client, supplier or agent of the Client.
10 Other activities
10.1 Nothing in this agreement shall prevent the Freelancer 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:
10.1.1 such activity does not cause a breach of any of the Freelancer’s obligations under this agreement.
10.1.2 the Freelancer shall give priority to the provision of the Services to the Client over any other business activities undertaken by the Freelancer during the course of the Engagement.
11 General
11.1 Assignment and other dealings.
11.1.1 The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Assignment without the Freelancer’s prior written consent.
11.1.2 The Freelancer may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Assignment.
11.2 Confidentiality.
11.2.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, Clients, Clients or Freelancers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 11.2. For the purposes of this clause, “group “means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
11.2.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, sub-Freelancers or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Assignment. Each party shall ensure that its employees, officers, representatives, sub-Freelancers or advisers to whom it discloses the other party’s confidential information comply with this clause 11.2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.2.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Assignment.
11.3 Entire agreement.
11.3.1 The Assignment constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
11.3.2 Each party acknowledges that in entering into the Assignment 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 the Assignment. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Assignment.
11.4 No variation of the Assignment shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.5 Waiver.
11.5.1 A waiver of any right or remedy under the Assignment or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
11.5.2 A failure or delay by a party to exercise any right or remedy provided under the Assignment or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Assignment or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.6 Severance. If any provision or part-provision of the Assignment is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Assignment.
11.7 Notices.
11.7.1 Any notice or other communication given to a party under or in connection with the Assignment 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 its registered office (if a company) or its principal place of business (in any other case); or sent by email to its email address as set out in the Assignment Details.
11.7.2 A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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 at the time recorded by the delivery service; or, if sent by email, on the next Business Day after transmission.
11.7.3 This clause shall not apply to the service of any proceedings or other documents in any legal action.
11.8 Third party rights.
11.8.1 Unless it expressly states otherwise, the Assignment does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Assignment.
11.8.2 The rights of the parties to rescind or vary the Assignment are not subject to the consent of any other person.
11.9 The Assignment, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
11.10 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Assignment or its subject matter or formation.