Freelancer Terms & Conditions

This Freelancer Contract (“Contract”) is entered into by Project Recruit Management Services Ltd (“PRMS”), Centrum House, 36 Station Road, Egham, Surrey, United Kingdom, TW20 9LF UK and (please insert below Freelancer Name or Limited company name) 

THIS CONTRACT is made on 07 November 2023  

DEFINITIONS 

“Assignment” means the assignment specified in the SOW 

“Client” as for whom the final services will be received 

“Freelancer” Limited Company or Self-Employed individual 

“Services” services agreed to be provided by the Freelancer to PRMS 

“SOW(s)” (Statement of Works) means the purchase order or such other document issued by PRMS to the Freelancer confirming the Freelancer’s Assignment with the Client including the details which are set out in the SOW. 

“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:  

Orders

• All orders placed by PRMS for the Freelancer will be confirmed with a SOW setting out the full details of the services of these terms and conditions of business. SOW’s can be in the form of email, text, or letter from a PRMS employee. 
• The Freelancer agrees to accept email as a method by which PRMS can communicate business requirements and services.  All communication using this method will be sent to the email address supplied by the Freelancer at registration. 

Relationship 

Relationship between Freelancer and Project Recruit Management Services Ltd 

• PRMS will engage the services of the Freelancer 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. 
• Freelancer will not at any time be deemed as, or treated as, employee of PRMS or any client of PRMS. Neither PRMS nor the Freelancer will consider their partnership as “exclusive” and as such will not enjoy a preferred status. 
• It is understood that the Freelancer will be self-employed or a Limited company. Accordingly, PRMS will not at any time be liable for, and the Freelancer shall indemnify fully, any local employment taxation or National Insurance (or similar local equivalent) liabilities arising on the Freelancer as a result of completing any work for PRMS pursuant to these terms and conditions.  

Reporting Relationship 

• The Freelancer may receive an order directly from the Client on where the services are required. All orders will be confirmed in SOW that will be sent by PRMS. Stories and correspondence will be submitted by the Freelancer directly to the Client.    
• The Freelancer shall follow Client’s instructions as to the style and format of any materials/work product produced as part of the Services. The Freelancer 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. 
• Freelancer agrees to:  
• provide Client with any notes, research, recordings or other newsgathering material, whether obtained on or off the record, on a timely basis for the purpose of fact-checking or otherwise editing the work product to Client standards,  
• 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,  
• disclose to Client whether Freelancer received or was promised any remuneration or any other form of consideration by a third party in connection with the work product,  
• disclose to Client similar services or like tasks Freelancer 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  
• not provide to any third party any draft or prepublication version of the work product and will treat all communications with Client editors as strictly confidential. 

Expenses 

• For detailed information please refer to SOW attached to this Contract 
• Accurate expense claims must be submitted before month end for approval. 

Freelancer’s Warranty and Indemnity 

• The Freelancer 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. 
• The Freelancer shall indemnify and keep PRMS indemnified against:  
• 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 the Assignment set out in the SOW including, without limitation, all costs, damages, fees, judgment, expenses, and liability whatsoever incurred by PRMS in relation to any such claim. 
• All actions, proceedings, costs, claims, demands, awards, fines, orders, and liabilities whatsoever arising in connection with the Freelancer’s provision of service pursuant to the SOW. 

Payment Terms 

• The Freelancer will invoice PRMS on a monthly basis. Invoices will be paid within 7 days by PRMS where the following apply: 
• An authorised invoice has been received for the work as set out in the SOW.  
• The authorised invoice is received by the first working day of the next calendar month.   
• PRMS shall be entitled to withhold or reduce any payment due to the Freelancer in relation to the following:  
• Any liability arising directly or indirectly from the Freelancer’s breach of this Contract; 
• Any damages suffered by PRMS and notified to the Freelancer in writing. 
• Invoices submitted by the contractor after 60 days of completion of a project will not be paid by PRMS.  

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.  

Termination 

• Either party giving the other party in writing the period of notice specified in the SOW may terminate an Assignment. Either party may terminate this Agreement and any active SOW(s) by providing written notice set out in the SOW. 
• Notwithstanding sub-clauses 7.1 and 7.4 of this Contract, where required by the Client, PRMS may without notice and without liability instruct the Freelancer to cease work on any assignments at any time, where: 
• The Freelancer has acted in breach of the rules, regulations, and policies applicable to the Client’s own staff that are applicable to Freelancers; 
• The Client reasonably believes that the Freelancer has not observed any condition of confidentiality applicable to the Freelancer from time to time; 
• The Freelancer becomes insolvent, dissolved, or subject to a winding up petition; 
• For any reason, the Freelancer proves unsatisfactory to the Client or PRMS.
• If the Freelancer is unable for any reason to provide services for an Assignment, the Freelancer should inform PRMS by no later than 8.00am on the first day of absence to enable alternative arrangements to be made. 
• The Freelancer acknowledges that in the event that the contract between PRMS and the Client is terminated for any reason, the Assignment shall cease with immediate effect without liability to PRMS. 

Complete Agreement 

• This agreement is the entire agreement between the parties and any special terms and conditions are as specified in the SOW.  All changes hereto are to be in writing and agreed between the parties. 
• 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. 

Confidentiality 

• By entering into this contract, the Freelancer may from time to time be made aware of confidential information. 
• PRMS regards the following categories of information as examples of material that would be considered as confidential: 
• Client lists or individual names 
• Pricing and rates structure 
• Supplier or customer agreements 
• Technical developments 
• Employee records and financial records 
• Written content produced by the Freelancer for any Client 
• Instructions from Clients or PRMS to the Freelancer 
• 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 this Agreement or any of its contents without the prior written consent of the other party. These restrictions shall continue to apply after the termination of this Agreement 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 Freelancer. 

• As a condition of this contract, the Freelancer 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 paragraph 9.1, 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. 
• 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. 
• Freelancer 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. 
• The Freelancer’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 Freelancer 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. 

Non-Waiver 

• 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; 
• The rights to terminate these terms and conditions of business given by clause 8 shall not prejudice any other right or remedy of PRMS in respect of the breach concerned or any other breach; 
• 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. 

Status and Tax Liability 

• Freelancer acknowledges that it is engaged as an independent Freelancer, and Freelancer acknowledges, and shall procure that its Personnel acknowledge, that nothing in this Agreement shall constitute or suggest a relationship of an employee, agent, director, or partner of PRMS and/or Client; and Freelancer and Personnel are therefore not eligible for the benefits provided by PRMS or Client.   
• This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Freelancer 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 Freelancer 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.

• PRMS may at its option satisfy such indemnity (in whole or in part) by way of deduction from payments due to the Freelancer. 
• Neither Freelancer nor any Personnel have authority to, and Freelancer shall not, and shall ensure that none of its 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. 
• This Agreement does not appoint Freelancer 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 Freelancer or Personnel. 
• Freelancer shall indemnify PRMS and/or Client in respect of any claims that may be made against either of them by any person, firm, company, or government agency relating to the provision of Services by Freelancer under this Agreement. 
• This Agreement shall not constitute a contract of employment for any purposes whatsoever, and Freelancer 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 this Agreement and will indemnify PRMS and/or Client in respect of any claims that may be made against either of them by the relevant authorities. 
• During the continuance of this Agreement, Freelancer shall, and shall procure that its Personnel 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 Freelancer or Personnel. However, this will not prevent Freelancer or Personnel from acting in a similar or any other capacity for any other person, firm, or corporation (but subject to the confidentiality and restriction clauses in this Agreement). 
• Freelancer 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 Freelancer or Personnel or any person connected with either of them 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 this Agreement by PRMS, including warranties, limitation of liabilities, remedies, indemnification, and confidentiality, shall accrue to and are for the benefit of Client. 
• This Contract 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.   
• 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 this Contract or its subject matter or formation.