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This Contractor Terms and Conditions (“Terms”) is entered into by Project Recruit Management Services Ltd (“PRMS”), Menzies Llp 2nd Floor, Magna House, 18-32 London Road, Staines-Upon-Thames, United Kingdom, TW18 4BP and the individual or Limited Company stated in the associated SOW,, hereinafter the “Contractor”.
DEFINITIONS
“Client” as for whom the final services will be received as detailed in the SOW
“Services” services agreed to be provided by the Contractor to PRMS and its clients
“Engagement” means the engagement specified in the SOW
“Assignment” means the assignment specified in the SOW by any written Client/PRMS instruction
“Statement of Work” or “SOW(s)” means the document(s) issued by PRMS to the Contractor confirming the Contractor’s Assignment with the Client and outlining additional details of that engagement
“Day(s)” a working day not including national or bank holidays or weekends (the UK workday calendar will be used as the international reference point)
IT IS HEREBY AGREED as follows:
1. Orders
1.1 All orders placed by PRMS for the Contractor will be confirmed with a SOW setting out the full details of the services of these terms and conditions of business.
1.2 The Contractor agrees to accept email and electronic messaging e.g. WhatsApp or text as a method by which PRMS and its Client can communicate business requirements and services. All communication using this method will be sent to the email address or mobile telephone number supplied by the Contractor at registration.
2. Relationship
Relationship between Contractor and Project Recruit Management Services Ltd
2.1 PRMS will engage the services of the Contractor on a demand basis only. This will result in work being carried out over a variety of working hours or days depending on the specific requirements of the SOW.
2.2 Contractor will not at any time be deemed as, or treated as, employee of PRMS or any client of PRMS. Neither PRMS nor the Contractor will consider their partnership as “exclusive” and as such will not enjoy a preferred status.
2.3 It is understood that the Contractor will be self-employed or a Limited company. Accordingly, PRMS will not at any time be liable for, and the Contractor shall indemnify fully, any local employment taxation or National Insurance (or similar local equivalent) liabilities arising on the Contractor as a result of completing any work for PRMS pursuant to these terms and conditions.
Reporting and Communication
2.4 The Contractor may receive an order directly from the Client (Assignment) where the services are required. All orders will be confirmed in writing by the Client or by PRMS. Work product and correspondence will be submitted by the Contractor directly to the Client.
2.5 The Contractor shall follow Client’s instructions as to the style and format of any materials/work product produced as part of the Services. The Contractor understands and agrees that Client may, in its discretion, revise, edit, change, and use any work product and may use any work product alone or in combination with other written or graphic content.
2.6 Contractor agrees to:
a.) disclose to Client, prior to submission of the work product, any familial, contractual, fiduciary or financial relationship to any entities appearing in the work product or that could reasonably be expected to give rise to a perception of bias or self-interest,
b.) disclose to Client whether Contractor received or was promised any remuneration or any other form of consideration by a third party in connection with the work product,
c.) disclose to Client similar services or like tasks Contractor has or will perform for other organizations including but not limited to work performed for other news organizations or the publication of a book; and
d.) not provide to any third party any draft or prepublication version of the work product and will treat all communications with Client as strictly confidential.
3. Expenses
3.1 To the greatest extent possible, expenses should be forecasted and proposed in advance by Contractor and approved in writing by the Client. Notwithstanding the foregoing, Client may approve reasonable, unforeseen, additional expenses that arise during or after an Assignment on a case-by-case basis. Contractor should make best efforts to inform Client of additional expenses and seek approval as quickly as possible. Accurate expense claims must be submitted with invoices at the appropriate time, per section 5.
4. Contractor’s Warranty and Indemnity
4.1 The Contractor agrees to comply with all PRMS’ procedures and work instructions, which form part of its commitment to provide the highest levels of quality and service to customers.
4.2 The Contractor shall indemnify and keep PRMS indemnified against:
a.) Any claims made against PRMS by any third party (including for the avoidance of doubt any Client of PRMS or any person engaged by that client) relating to any Assignment including, without limitation, all costs, damages, fees, judgment, expenses, and liability whatsoever incurred by PRMS in relation to any such claim.
b.) All actions, proceedings, costs, claims, demands, awards, fines, orders, and liabilities whatsoever arising in connection with the Contractor’s provision of service pursuant to the SOW.
4.3 Indemnification obligations between Contractor and Client are set forth in the SOW.
5. Payment Terms
5.1 Payments shall be made in US dollars or the agreed currency, subject to an authorised invoice or approved expense claim. Such payments will be transferred to the Contractor’s designated bank account no later than fourteen (14) days after Client approval. Payment shall only be processed upon submission of a valid corresponding invoice.
5.2 Invoices submitted by the contractor after 60 days of completion of the Services may not be paid by PRMS.
6. Price
The price at which subcontracted services are agreed between the parties, are contained in the SOW. The payment will be made in the agreed currency.
7. Termination
7.1 Either Party may terminate these Terms at any time upon written notice to the other of no less than thirty (30) days. Provisions that by their terms or nature are intended to survive the performance, termination, or expiration of these Terms will survive the performance, termination, or expiration of these Terms and will continue in full force and effect, including but not limited to, the license, indemnification, limitation of liability and confidentiality provisions hereunder.
7.2 Where required by the Client, PRMS may, without liability, instruct the Contractor to cease work on any engagement/assignment at any time, where:
a.) The Contractor has acted in breach of Client’s rules, regulations, or policies;
b.) The Client reasonably believes that the Contractor has not observed any condition of confidentiality applicable to the Contractor from time to time;
c.) The Contractor becomes insolvent, dissolved, or subject to a winding up petition;
d.) For any reason, the Contractor proves unsatisfactory to the Client or PRMS.
7.3 The Contractor acknowledges that in the event that the contract between PRMS and the Client is terminated for any reason, these Terms shall terminate with immediate effect without liability to PRMS.
8. Complete Agreement
8.1 These Terms, inclusive of the SOW, is the entire agreement between the parties. All changes hereto are to be in writing and agreed between the parties.
8.2 If any provision of these terms and conditions of business is held by any Court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions of business and the remainder of the provision in question should not be affected.
9. Confidentiality
9.1 By entering into this contract, the Contractor may from time to time be made aware of confidential information.
9.2 PRMS regards the following categories of information as examples of material that would be considered as confidential:
a.) Client lists or individual names
b.) Pricing and rates structure
c.) Supplier or customer agreements
d.) Technical developments
e.) Employee records and financial records
f.) Written content produced by the Contractor for any Client
g.) Instructions from Clients or PRMS to the Contractor
h.) Any unpublished newsgathering material, details of any advertising, marketing or promotional campaign which Client is to conduct; any information relating to expansion plans, business strategy, marketing plans and sales forecasts of Client; details of the employees and officers of Client; confidential reports or research commissioned by or provided to Client; all trade secrets or other confidential or proprietary information owned, developed, or possessed by Client or its affiliates pertaining to its business or business relationships
The above list is a guide and is not intended to be exhaustive. Neither party shall make any separate public statements regarding these Terms or any of its contents without the prior written consent of the other party. These restrictions shall continue to apply after the termination of these Terms without limitation in time but shall cease to apply to any information or knowledge that subsequently comes into the public domain, other than by way of unauthorized disclosure by Contractor.
9.3 As a condition of this contract, the Contractor will not, during the continuance of this contract, nor after the termination thereof, disclose or in any way make use of or benefit from any of the confidential information, financial or other information including but not limited to the information referred to in paragraphs 9.1 or 9.2, or any other products or systems of PRMS, its parent, or associated companies or any other organisation or individual with whom their work brings them into contact.
9.4 All notes, memoranda or any other material whatsoever relating to the business of PRMS shall remain the property of PRMS and shall together with any copies be returned to PRMS on demand and in the event of the termination of this contract.
9.5 Contractor shall not refer to Client or its affiliates or use Client’s or its affiliates’ name or marks or any likeness thereof or marks similar thereto, in any marketing, advertising, press releases or public statements without prior written consent of Client, in each instance. However, Contractor may: (i) make incidental, non-derogatory, non-critical, non-confidential references to the Work following the initial public release of the Work; or (ii) disclose Confidential Information to Contractor’s representatives who have been advised of and agree to abide by the obligations of confidentiality, agree not to disclose the Confidential Information, and require the information in order to advise Contractor in accordance with the Agreement
9.6 The Contractor’s attention is drawn to the UK General Data Protection Regulations (GDPR). Any data relating to living individuals whether or not employed by PRMS, which is processed or held by the Contractor during PRMS’ business, must be regarded as confidential. It must not be disclosed to any unauthorized person or used for any purpose for which its use is not registered under the above Act.
10. Non-Waiver
10.1 A waiver by PRMS of a breach of a provision of these terms and conditions of business should not be considered as a waiver of a subsequent breach of the same or another provision;
10.2 The rights to terminate these terms and conditions of business given by clause 7 shall not prejudice any other right or remedy of PRMS in respect of the breach concerned or any other breach;
10.3 On termination of these terms and conditions of business for any reason, subject as otherwise provided in these terms and conditions of business and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under these terms and conditions of business.
11. Status and Tax Liability
11.1 Contractor acknowledges that he/she is engaged as an independent Contractor, and Contractor acknowledges that nothing in these Terms shall constitute or suggest a relationship of an employee, agent, director, or partner of PRMS and/or Client; and Contractor and his or her Personnel are therefore not eligible for the benefits provided by PRMS or Client.
11.2 These Terms constitutes a contract for the provision of services and not a contract of employment and accordingly the Contractor shall be fully responsible for and shall indemnify PRMS for and in respect of:
a.) Any income tax, national insurance, and social security contributions (local equivalent) and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services or any payment or benefit received by the Individual in respect of the Services, where such recovery is not prohibited by law. The Contractor shall further indemnify PRMS against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by PRMS in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;
b.) Any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Individual or any Substitute against PRMS arising out of or in connection with the provision of the Services.
11.3 PRMS may at its option satisfy such indemnity (in whole or in part) by way of deduction from payments due to the Contractor.
11.4 Neither Contractor nor any of his or her Personnel have authority to, and Contractor shall not, and shall ensure that none of his or her Personnel shall, make any representations or incur any liability or enter into any contracts or arrangements involving either PRMS or Client in any financial or other commitments.
11.5 These Terms does not appoint Contractor or Personnel as agent of either PRMS or Client, nor does it create any partnership or joint venture or in any manner operate to create any obligation on PRMS or Client in respect of any liability of Contractor or Personnel.
11.6 These Terms shall not constitute a contract of employment for any purposes whatsoever, and Contractor will be solely responsible for National/Social Insurance contributions for any Personnel, and for all or any taxes payable in respect of fees and reimbursements paid under these Terms and will indemnify PRMS and/or Client in respect of any claims that may be made against either of them by the relevant authorities.
11.7 During the continuance of these Terms, Contractor shall (unless prevented by accident or ill-health) devote such of its time, attention, and abilities to the business of PRMS as may be necessary for the proper provision of its Services as Contractor or Personnel. However, this will not prevent Contractor from acting in a similar or any other capacity for any other person, firm, or corporation (but subject to the confidentiality, exclusivity and restriction clauses in these Terms).
11.8 Contractor shall not, and shall procure that none of its Personnel shall, make any recommendations to a Client which would benefit or involve any third party in which the Contractor or any person closely connected with him or her has a financial interest or material interest, unless it has fully disclosed such interest to PRMS and the Client and PRMS gives its written consent. All contractual protections granted to or reserved in these Terms by PRMS, including warranties, limitation of liabilities, remedies, indemnification, and confidentiality, shall accrue to and are for the benefit of Client.
11.9 This Contract and any dispute or claim (including non-contractual disputes or claims) against or brought by PRMS and 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, and shall be adjudicated exclusively in the courts of England and Wales.
Notwithstanding the foregoing, disputes arising between Contractor and Client, in connection with the Services, Engagement, Assignment or SOW, will be governed by the laws of New York without regard to any state’s choice or conflicts of law rules, and any disputes arising hereunder shall be adjudicated exclusively in the federal and state courts in the city, county, and state of New York.
AML
For all Contractor Personnel who will access client data or premises
Anti-Money Laundering Policy and procedures
These are the Anti-Money Laundering (ALM) Policy and Procedures adopted by PRMS in compliance with The Money Laundering, Terrorist Financing, and Transfer of Funds Regulations 2017 (MLR). The business will actively prevent and take measures to guard against being used as a medium for money laundering activities and terrorism financing activities and any other activity that facilitates money laundering or the funding of terrorist or criminal activities.
To these ends:
AML Procedures
1. Customer Due Diligence
The business has established a Know-Your-Client (KYC) policy to ensure that the identities of all new and existing Contractors are verified to a reasonable level of certainty. This will include all individual clients, all directors and shareholders with a stake holding of 25% or more of client companies, all partners of client partnerships, and every board member of client charities. Identities will be verified either online or face-to face or by a combination of both.
The following documentation may be presented by the individual:
In person
Not in person
As in person but additionally:
If the business fails to verify the identity of a client with reasonable certainty it will not establish a business relationship or proceed with the transaction. If a potential or existing client either refuses to provide the information described above when requested, or appears to have intentionally provided misleading information, the business shall refuse to commence a business relationship or proceed with the transaction requested.
2. Monitoring and Managing Compliance
PRMS will regularly monitor the following procedures to ensure they are being carried out in accordance with the AML policies and procedures of the business:
PRMS will also monitor any developments in the MLR and the requirements of the MLR supervisory body. Changes will be made to the AML policies and procedures of the business when appropriate to ensure compliance.
3. Suspicious Activity Reporting
A Suspicious Activity Report (SAR) will be made to the National Crime Agency (NCA) as soon as the knowledge or suspicion that criminal proceeds exist arises.
PRMS will be responsible for deciding whether or not the suspicion of illegal activity is great enough to justify the submission of a SAR. Further details on NCA and SARS can be found at http://www.nationalcrimeagency.gov.uk/about-us/what-we-do/economic-crime/ukfiu/how-to-report-sars.
4. Record Keeping
Records of all identity checks will be maintained for up to 5 years after the termination of the business relationship or 5 years from the date when the transaction was completed. The business will ensure that all documents, data, or information held in evidence of customer identity are kept up to date.
Copies of any SAR, together with any supporting documentation filed will be maintained for 5 years from the date of tiling the SAR.
All records will be handled in confidence, stored securely, and will be capable of being retrieved without undue delay.
By signing the associated Statement of Work to these Terms and Conditions you are agreeing to them in their entirety.
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