Temporary Worker Terms and Conditions

1. Definitions and Interpretation

Establishes all key terms used in the agreement (e.g., “Agreement,” “Fee,” “Services,” “Deemed Employer,” “OPW Status,” etc.) and clarifies the governing rules under the New and Old Rules.
Includes terms such as “Client-led Status Disagreement Process” (CLSDP), “Status Determination Statement” (SDS), “Consultancy Personnel,” and “PSC Personnel,” along with definitions of Group, Subsidiary, or Holding Company.
Notes that headings are for convenience and that any undefined term should be interpreted as set out in the Schedule.

2. Term

Specifies that the agreement begins on the start date provided in the Schedule and continues until the stated end date or until earlier termination per the notice provisions.
Clarifies that, upon termination, only certain clauses (such as those covering warranties, indemnities, and confidentiality) remain in effect.

3. Services

Details the engagement whereby the Agency contracts the Consultancy to provide specified services to the Client using qualified personnel or approved substitutes.
Outlines expectations including adherence to the Client’s instructions, working at agreed times and locations, and compliance with relevant client policies (e.g., health and safety, equal opportunities).
Differentiates requirements based on the Client’s status—Small Clients follow the Old Rules (self-assessment by PSC Personnel), while Medium/Large/PA Clients are governed by the New Rules (including issuance of an SDS and adherence to the CLSDP).

4. Invoicing – Self-billing

Establishes a self-billing arrangement through Sonovate Limited’s platform, whereby the Agency generates invoices on the Consultancy’s behalf.
Specifies that the Consultancy must accept these invoices, refrain from issuing separate VAT invoices, and promptly inform the Agency of any changes affecting VAT registration or related details.
Emphasizes that the Agency remains responsible for ensuring proper invoicing and payment of any outstanding amounts.

5. Fees

Defines the fee structure for the services rendered, including any agreed expenses and overtime payments as detailed in the Schedule.
States that fees accrue on a business-day basis and are payable monthly by bank transfer within 14 days of invoicing.
Explains that for services deemed Inside IR35 under the New Rules, the Agency must calculate and deduct the appropriate tax amounts before payment.

6. Other Activities

Confirms that the Consultancy operates as an independent business and is free to engage in other contracts, provided these do not conflict with its obligations under this agreement.
Requires the Consultancy to avoid any activities that directly compete with the Agency’s business without prior written consent.

7. No Employment or Agency

Clearly states that the agreement does not create an employment or agency relationship between the Agency/Client and the Consultancy or its personnel.
Affirms that the Consultancy’s personnel work independently, and that neither the Agency nor the Client has the right to control, supervise, or direct them.

8. Warranties, Indemnities, Liability and Insurance

Warrants that the Consultancy complies with all applicable tax, accounting, and legal requirements, including necessary registrations (e.g., for VAT).
Requires the Consultancy to maintain adequate insurance cover for liabilities arising from the performance (or non-performance) of the services.
Contains indemnity provisions whereby the Consultancy agrees to hold the Agency harmless against losses or claims related to issues such as employment misclassification or failure to meet legal obligations.

9. Equipment

States that the Consultancy must provide all necessary equipment for performing the services at its own cost.
If equipment is provided by the Client for convenience, the Consultancy is responsible for its security, upkeep, and any associated costs for loss or damage.

10. Restraint on Activities

Prohibits the Consultancy from assigning or transferring the agreement to any third party without prior written consent from the Agency.
Requires that after termination, the Consultancy and its personnel do not represent themselves as being connected with the Agency.

11. Confidential Information

Imposes a duty on the Consultancy and its personnel to keep all confidential information, trade secrets, and sensitive business data (belonging to the Agency or Client) strictly confidential both during and after the term of the agreement.
Mandates the return or secure destruction of all such confidential documents and materials upon termination.

12. Data Protection

Details each party’s obligations to comply with data protection laws (e.g., GDPR, Data Protection Act 2018) in relation to processing, transferring, and storing Shared Personal Data.
Specifies that the Consultancy must ensure data accuracy, secure handling, and prompt notification of any breaches.
Clarifies that both parties act as Controllers of Shared Personal Data and outlines their respective responsibilities, including handling Data Subject Requests.

13. Intellectual Property

Provides that all works, materials, or inventions (“Works”) created during the provision of services are assigned to the Client.
Requires the Consultancy to obtain and maintain written assignments and waivers from its personnel and any substitutes to ensure the full transfer of intellectual property rights (Client IPR) to the Client.
Sets out procedures for disclosure, documentation, and further assistance in protecting these intellectual property rights.

14. Termination

Outlines the conditions under which the Agency may immediately terminate the agreement (e.g., prolonged non-performance, serious breaches, insolvency, criminal offenses, or actions that bring disrepute).
States that termination results in no further obligation to provide work or payment beyond amounts accrued up to the point of termination.

15. Consequences of Termination

Specifies that upon termination (or upon the Agency’s request), the Consultancy must promptly return or destroy all documents, keys, equipment, and any confidential information belonging to the Client or Agency.
Requires the Consultancy to provide a signed statement confirming full compliance with these obligations.

16. Force Majeure

Relieves both parties from liability for failure to perform their obligations when such failure is caused by events beyond their control (e.g., natural disasters, war, or other unforeseen circumstances).
Clarifies that neither party will be held responsible for delays or non-performance caused by these force majeure events.

17. Entire Agreement

Affirms that this document represents the entire agreement between the parties, superseding all prior negotiations or representations.
Limits any remedy for misrepresentations to a breach of contract claim, except in cases of fraud.

18. Miscellaneous

Contains additional provisions including the Consultancy’s opting out of specific employment agency regulations and the formal requirements for giving notice (which must be in writing and delivered via specified methods).
Specifies that any variations to the agreement must be made in writing and agreed upon by both parties, except for necessary statutory changes.

19. Rights of Third Parties

States that no third party is granted rights under this agreement.
Ensures that only the Agency and the Consultancy can enforce its terms or claim rights.

20. Modern Slavery

Commits both parties to comply with anti-slavery and human trafficking laws (e.g., the Modern Slavery Act 2015).
Warrants that neither party is, nor has been, involved in any offences related to slavery or human trafficking.

21. Anti-bribery and Corruption

Requires both parties to adhere to applicable anti-bribery and corruption laws (e.g., the Bribery Act 2010).
Obligates the parties to report any requests for undue financial or other advantages.
Treats any breach of these provisions as a material and irredeemable breach.

22. Anti-facilitation of Tax Evasion and Fraud

Imposes an obligation on both parties to maintain policies and procedures aimed at preventing the facilitation of tax evasion or fraud.
Mandates that any relevant third-party requests to facilitate tax evasion be reported immediately.
Considers breaches as materially serious and irredeemable.

23. Dispute Resolution

Sets out a process whereby any disputes should first be addressed through mediation under the CEDR Model Mediation Procedure.
Details the mediation process, including notification requirements, cost responsibilities, and conditions under which legal proceedings may be initiated after mediation efforts have been exhausted.

24. Jurisdiction

Establishes that the agreement is governed by the laws of England and Wales.
Specifies that any disputes arising from the agreement will be exclusively resolved in the courts of England and Wales.

Last Updated: 03/04/2025