Master PRC Contractor Terms and Conditions

These Contractor Terms and Conditions (“Terms”) is entered into by Project Recruit Consulting Ltd (“PRC”), Menzies Llp 2nd Floor, Magna House, 18-32 London Road, Staines-Upon-Thames, United Kingdom, TW18 4BP UK and the individual or Limited Company stated in the associated SOW, hereinafter the “Contractor”.

DEFINITIONS

“Assignment” means the assignment specified in the SOW

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

“Terms” the contractual agreement between both parties formed by the signing of the SOW associated (via the hyperlink in the SOW) with these terms and conditions

“Contractor” Limited Company or Self-Employed individual

“Services” services agreed to be provided by the Contractor to PRC

“SOW(s)” (Statement of Works) means the purchase order or such other document issued by PRC to the Contractor confirming the Contractor’s Assignment with the Client including the details which are set out in the SOW. The SOW is associated with these terms via a hyperlink specified 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:

1) ORDERS

1. 1) All orders placed by PRC for the Contractor 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 electronic signature application from a PRC employee.

1.2.) The Contractor agrees to accept email as a method by which PRC can communicate business requirements and services. All communication using this method will be sent to the email address supplied by the Contractor at registration.

2) RELATIONSHIP

Relationship between Contractor and Project Recruit

2.1) PRC 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 PRC or any client of PRC. Neither PRC 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, PRC will not at any time be liable for any local employment taxation or National Insurance (or similar local equivalent) liabilities arising on the Contractor as a result of completing any work for PRC pursuant to these terms and conditions.

Reporting Relationship

2.4) The Contractor 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 PRC. Stories and correspondence will be submitted by the Contractor directly to the Client.

3.) EXPENSES

3.1) For detailed information please refer to a SOW and Expense Policy attached to these Terms

3.2) Accurate expense claims must be submitted before month end for payment in the proceeding month

4.) CONTRACTOR’S WARRANTY AND INDEMNITY

4.1) The Contractor is aware that PRC’s mission is to provide “Service with Integrity and Professionalism” and agrees to obtain knowledge of and comply with all PRC’ 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 PRC indemnified against:

a.) Any claims made against PRC by any third party (including for the avoidance of doubt any Client of PRC or any person engaged by that client) relating to the order set out in the SOW including, without limitation, all costs, damages, fees, judgment, expenses, and liability whatsoever incurred by PRC 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.

5.) PAYMENT TERMS

5.1) The Contractor will invoice PRC on a monthly basis. Invoices will be paid within 7 days by PRC where the following apply:

a.) An authorized timesheet has been received and matches the Contractor invoice for authorized and accepted work as set out in the SOW.

b.) The invoice and authorised timesheet are received by the first Monday of the first full week of any month.

5.2) PRC shall be entitled to withhold or reduce any payment due to the Contractor in relation to the following:

a.) Any liability arising directly or indirectly from the Contractor’s breach of any provision of these terms and conditions of business as notified in writing by PRC to the Contractor;

b.) Any damages suffered by PRC and notified to the Contractor in writing pursuant to clause 2 of these terms and conditions of business;

c.) The Contractors acknowledgment (whether by credit note, verbal or written confirmation) that PRC are entitled to withhold or reduce a payment;

d.) Any instance where PRC shall be required to make a payment to a third party as a result of the Contractor’s breach of these terms and conditions of business.

5.3) Invoices submitted by the contractor after 60 days of completion of a project will not be paid by PRC.

6) PRICE

The price at which subcontracted services are agreed between the parties, are contained in the SOW.

7.) TERMINATION

7.1) Either party giving the other party in writing the period of notice specified in the SOW may terminate an Assignment.

7.2) Notwithstanding sub-clauses 7.1 and 7.5 of these Terms, where required by the Client, PRC may without notice and without liability instruct the Contractor to cease work on any assignments at any time, where:

a.) The Contractor has acted in breach of the rules, regulations, and policies applicable to the Client’s own staff that are applicable to independent contractors;

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.

7.3) Failure by the Contractor to give notice of termination as required in the SOW shall constitute a breach of contract and shall entitle PRC to claim damages for the length of the breached notice period from the Contractor for any resulting loss suffered by PRC.

7.4) If the Contractor is unable for any reason to provide services for an Assignment, the Contractor should inform PRC by no later than 8.00am on the first day of absence to enable alternative arrangements to be made.

7.5) The Contractor acknowledges that the continuation of an Assignment is subject to and conditioned by the continuation of the contract entered into between PRC and the Client. In the event that the contract between PRC and the Client is terminated for any reason, the Assignment shall cease with immediate effect without liability to PRC.

8.) COMPLETE AGREEMENT

8.1) 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.

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) PRC 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 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 PRC to the Contractor

The above list is a guide and is not intended to be exhaustive.

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 knowledge, financial or other information including but not limited to the information referred to in paragraph 9.2, or any other products or systems of PRC, 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 PRC shall remain the property of PRC and shall together with any copies be returned to PRC on demand and in the event of the termination of this contract.

9.5) 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 PRC, which is processed or held by the Contractor during PRC’ 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 PRC 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 8 shall not prejudice any other right or remedy of PRC 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.) PERSONAL LIABILITY/ INSURANCE COVER

11.1) PRC will not provide to the Contractor, any insurance cover such as professional indemnity, public liability, travel, medical or personal accident insurance.

11.2) Contractor shall take out and maintain and shall ensure that its Personnel take out and maintain, adequate professional indemnity and public liability insurance with a reputable insurance company against such liability. Contractor and Personnel shall, on request, promptly show PRC such policies of insurance, the premium receipts and insurance certificates. Where possible, the Contractor shall notify its insurers of its interest on its insurance policies.

11..3) The risks to be covered are as follows:

a.) not less than £5,000,000 or equivalent local currency for loss sustained by reason of death or personal injury by the Contractor or Personnel or any third party whilst performing the services required under this contract;

b.) not less than £5,000,000 or equivalent local currency for any claims by any third party for which PRC or the customer may become liable as a result of any act or omission of Contractor in providing the services required under these Terms, including any claim which PRC or the customer may have directly or indirectly, in respect of the performance of such services.

11.4) The Contractor shall (and shall procure that all Personnel shall) comply with all reasonable standards of health and safety and comply with the Client’s health and safety procedures in force at the premises where the Services are carried out and ensure that Personnel shall report to the Contractor any unsafe working practices, which the Contractor will then be obliged to address, provided that the Contractor informs and consults PRC before contacting the Client about such an issue.

11.5) The Contractor shall have liability for and shall indemnify PRC for all and any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any negligent or reckless act, omission, or default in respect of the provision of the Services by the Contractor, its Personnel and/or any Substitute engaged pursuant to these Terms.

12.) STATUS AND TAX LIABILITY

12.1) Contractor acknowledges that it is engaged as an independent Contractor, and Contractor acknowledges, and shall procure that its Personnel acknowledge, that nothing in these Terms shall constitute or suggest a relationship of an employee, agent, director, or partner of PRC and/or Client; and Contractor and Personnel are therefore not eligible for the benefits provided by PRC or Client.

12.2) This agreement 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 PRC 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 PRC against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by PRC 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 PRC arising out of or in connection with the provision of the Services.

12.3) PRC may at its option satisfy such indemnity (in whole or in part) by way of deduction from payments due to the Contractor.

12.4) Neither Contractor nor any Personnel have authority to, and Contractor 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 PRC or Client in any financial or other commitments.

12.5) These Terms does not appoint Contractor or Personnel as agent of either PRC or Client, nor does it create any partnership or joint venture or in any manner operate to create any obligation on PRC or Client in respect of any liability of Contractor or Personnel.

12.6) Contractor shall indemnify PRC 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 Contractor under these Terms.

12.7) These Terms shall not constitute a contract of employment for any purposes whatsoever, and Contractor will be solely responsible for National 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 PRC and/or Client in respect of any claims that may be made against either of them by the relevant authorities.

12.8) During the continuance of these Terms, Contractor 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 PRC as may be necessary for the proper provision of its Services as Contractor or Personnel. However, this will not prevent Contractor 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 these Terms).

12.9) 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 Personnel or any person connected with either of them has a financial interest or material interest, unless it has fully disclosed such interest to PRC and the Client and PRC gives its written consent. All contractual protections granted to or reserved in these Terms by PRC, including warranties, limitation of liabilities, remedies, indemnification, and confidentiality, shall accrue to and are for the benefit of Client.

12.10) These Terms 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.

12.11) 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 these Terms or its subject matter or formation.

SCHEDULE 1

CRIMINAL DISCLOSURE / CONFIDENTIALITY / GDPR

To be completed by all Contractor Personnel who will access client data or premises

Criminal Disclosure Home Office Circular HOC 102/88. Rehabilitation of Offenders Act 1974 (Exception) order 1975 as amended. You do not generally have to disclose details of a spent conviction. However, if the work you are applying for is exempt from Rehabilitations of Offenders Act by virtue of the (Exceptions) order because it involved access to persons who are disabled or addicted to drugs and alcohol or under 18 and over 65, you must reveal details of all convictions, spent or otherwise. Please note, that information will only be provided to and checked with the police authorities after a recruitment interview has taken place.

Do you have any convictions other than those which are spent? If yes, please give details:

If Yes, please state these on the associated SOW

CONFIDENTIALITY

As a supplier to PRC I shall:

- Keep confidential all information relating to Work Results, Intellectual Property Rights in the Work Results, and PRC’, the Client’s or any other PRC Client’s business and affairs (including, for the avoidance of doubt, Payment Rates) (“Confidential Information”) which may become known to me in connection with the supply of the Services.

- Not use any Confidential Information except for the purposes of performing the Services.

- Without delay, enter into any and all assignments of Intellectual Property Rights (relating to the Work Results) or confidentiality undertakings that PRC or the Client may require me to enter into.

- Not without the Client’s express written permission, remove from the Client’s premises any material containing any Confidential Information.

- On request, return to PRC (or as PRC may direct) all material in my possession or control and belonging to the Client or PRC and/or containing Confidential Information.

General Data Protection Regulation (GDPR)

The above was introduced to regulate personal data held either on computer or within a manual filing system. It is our responsibility to ensure that the documentation held is relevant, accurate and where necessary, kept up to date. Any data held shall be processed fairly and lawfully and in accordance with the rights of data subjects under the Act. As an associate, you will have the right, upon written request, to be told what personal data about you is being processed. You will also have the right to be informed of the source of the data and to whom it may be disclosed.

In accordance with the GDPR, in order to allow PRC to regularly update you by letter, email, text or phone, we must request that you indicate below your acceptance of these forms of communication.

Disclosure Declaration

In accordance with GDPR, I give my express consent (a) for you to disclose the entire contents of my personnel file to employees or the client; (b) for PRC or the client to verify any of the details disclosed; and (c), where applicable, for you to retain a copy of my Disclosure and Barring Service (DBS) certificate.

SCHEDULE 2

STANDARDS AND SAFEGUARDS

To be completed by all Contractor Personnel who will access client data or premises

Quality Charter

To provide the best service to you and our clients we require everyone who works with us to agree to the following conditions:

- Represent yourself and PRC in a courteous and professional manner;

- Respect your colleagues and delegates irrespective of sex, age, colour, religion, creed, disability or marital status, in accordance with our equal opportunities policy;

- At all times respect the client’s rules, regulations, and policies applicable to independent contractors;

- Honour the terms and conditions of your contract;

- Inform us of any disputes or issues as soon as possible.

Policy Statement on Equal Opportunities

Diversity and Equal Opportunity is about those human qualities that are different from our own and outside the groups to which we belong. Diversity not only includes race, ethnicity, and gender, but also ability/disability, education, age, class, and many other differences.

PRC is committed to a policy of equal opportunities for all. We do not discriminate on grounds of race, colour, creed, ethnic or national origin or on grounds of sex, marital status, disability, or age.

It is the specific responsibility of all representatives of PRC, to ensure that this policy is fully implemented, and they are aware of their responsibilities and the legal obligations that fall upon them and upon this company. All representatives of PRC will comply with the legislation relating to sex and race discrimination. Discrimination against any person on the grounds of their ethnic origin, their sex or marital status will be regarded as serious misconduct and may result in dismissal.

Company Property and Copyright

All written material, whether held on paper, electronically or magnetically which was made or acquired by you during the course of your contract with us, is the property of our Client and, where appropriate, either the Client’s or our copyright. At the time of termination of your contract with us, or at any other time upon demand, you shall return to us any such material in your possession.

Any work produced and submitted by you to the Client shall be the property of the Client. Any work produced and submitted by you to the Client is work made for hire under applicable copyright laws, specially commissioned by Client. Any contribution you make to the work and all rights, title, and interest in the copyright thereon shall be the sole and exclusive property of the Client and shall be copyrighted solely in the name of the Client. To the extent that the work is not considered a work for hire, you assign to the Client the ownership of such work, including but not limited to, all copyright and intellectual property rights. These rights include, but are not limited to, the sole and exclusive right to print, publish, sell, copy, distribute, and license others to use the work in any form or medium, now, or hereafter existing, or in any language, during the full term of the copyright therein and throughout the world.

Password Protection

Passwords are an important aspect of computer security. A poorly chosen password may result in unauthorised access and/or exploitation of a company’s resources. All Contractors with access to company systems are responsible for taking appropriate steps to select and secure their passwords. Passwords must not be shared with anyone. All passwords are to be treated as sensitive, confidential information.

Monitoring

We reserve the right to monitor all email/IM and Internet activity on the PRC or client network by you for the purposes of ensuring compliance with our policies and procedures and of ensuring compliance with the relevant regulatory requirements, and you hereby consent to such monitoring. Information acquired through such monitoring may be used as evidence in disciplinary proceedings.

Use of Social Networking Sites

Any work-related issue or material that could identify an individual who is a client or work colleague, which could adversely affect the Company, a client, or our relationship with any client, must not be placed on a social networking site. This means that work-related matters must not be placed on any such site at any time either during or outside of working hours and includes access via any computer equipment or mobile device.

SCHEDULE 3

ANTI-BRIBERY / WHISTLE BLOWERS POLICY AND PERSONAL HARRASSMENT POLICY

To be completed by all Contractor Personnel who will access client data or premises

ANTI-BRIBERY POLICY

Bribery is a criminal offence. The Company prohibits any form of bribery. We require compliance from everyone connected with our business, with the highest ethical standards and anti-bribery laws applicable. Integrity and transparency are of utmost importance to us, and we have a zero-tolerance attitude towards corrupt activities of any kind, whether committed by associates or by third parties acting for or on behalf of the Company.

Policy

It is prohibited, directly or indirectly, for any associate or person working on our behalf to offer, give, request or accept any bribe, i.e. gift, loan, payment, reward or advantage, either in cash or any other form of inducement, to or from any person or Company in order to gain commercial, contractual or regulatory advantage for the Company, or in order to gain any personal advantage for an individual or anyone connected with the individual in a way that is unethical.

Suspicion

If we suspect that you have committed an act of bribery or attempted bribery, an investigation will be carried out and, in line with our disciplinary procedure where appropriate, action may result in the cessation of our business arrangement with you.

Reporting

If you, as an associate or person working on our behalf, suspect that an act of bribery or attempted bribery has taken place, even if you are not personally involved, you are expected to report this to your PRC contact. You may be asked to give a written account of events.

Gifts and Hospitality

We realise that the giving and receiving of gifts and hospitality as a reflection of friendship or appreciation where nothing is expected in return may occur, or even be commonplace, in our industry. This does not constitute bribery where it is proportionate and recorded properly. As the law is constantly changing, this policy is subject to review and the Company reserves the right to amend this policy without prior notice.

WHISTLE BLOWERS POLICY

Under certain circumstances, associates are protected from suffering any detriment or termination of employment if they make disclosures about organisations for whom they work.

Qualifying Disclosures

Certain disclosures are prescribed by law as “qualifying disclosures”. A “qualifying disclosure” means a disclosure of information that the associate genuinely and reasonably believes is in the public interest and shows that the Company has committed a “relevant failure” by:

- committing a criminal offence;

- failing to comply with a legal obligation;

- a miscarriage of justice;

- endangering the health and safety of an individual;

- environmental damage; or

- concealing any information relating to the above.

These acts can be in the past, present, or future, so that, for example, a disclosure qualifies if it relates to environmental damage that has happened, is happening, or is likely to happen. The Company will take any concerns that you may raise relating to the above matters very seriously.

We encourage you to use the procedure if you are concerned about any wrongdoing at work. However, if the procedure has been invoked for malicious reasons or in pursuit of a personal grudge, then you will be liable to immediate termination of contract or such lesser disciplinary sanction as may be appropriate in the circumstances.

The Procedure

In the first instance, you should report any concerns you may have to your Account Manager or a Company Director who will treat the matter with complete confidence. If you are not satisfied with the explanation or reason given to you, you should raise the matter with the appropriate official organisation or regulatory body.

If you do not report your concerns to your Account Manager or a Company Director you should take them direct to the appropriate organisation or body.

Treatment by others

Bullying, harassment, or any other detrimental treatment afforded to a colleague who has made a qualifying disclosure is unacceptable. Anyone found to have acted in such a manner will be subject to disciplinary action.

PERSONAL HARRASSMENT POLICY

- Harassment or victimisation on the grounds of age, disability, gender reassignment, marriage and civil partnership, pregnancy or maternity, race, religion or belief, sex or sexual orientation is unacceptable.

- Personal harassment takes many forms ranging from tasteless jokes and abusive remarks to pestering for sexual favours, threatening behaviour, and actual physical abuse. Whatever form it takes, personal harassment is always taken seriously and is unacceptable in the workplace.

- We recognise that personal harassment can exist in the workplace, as well as outside, and that this can seriously affect associates’ working lives by interfering with their job performance or by creating a stressful, intimidating and unpleasant working environment.

Policy

- We deplore all forms of personal harassment and seek to ensure that the working environment is sympathetic to all our associates.

- We have published these procedures to inform associates of the type of behaviour that is unacceptable and provide associates who are the victims of personal harassment with a means of redress.

- We recognise that we have a duty to implement this policy and all associates are expected to comply with it.

Examples of Personal Harassment

Personal harassment takes many forms, and associates may not always realise that their behaviour constitutes as harassment. Personal harassment is unwanted behaviour by one associate towards another and examples of harassment include:

- insensitive jokes and pranks;

- lewd or abusive comments about appearance;

- deliberate exclusion from conversations;

- displaying abusive or offensive writing or material;

- unwelcome touching; and

- abusive, threatening, or insulting words or behaviour.

These examples are not exhaustive and disciplinary action at the appropriate level will be taken against associates committing any form of personal harassment.

SCHEDULE 4

ANTI-MONEY LAUNDERING POLICY AND PROCEDURES

To be completed by all Contractor Personnel who will access client data or premises

These are the Anti-Money Laundering (ALM) Policy and Procedures adopted by PRC 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:

- The identities of all new and existing Contractors will be verified to a reasonable level of certainty

- A risk-based approach will be taken to the monitoring of Contractor’s tax and accounting affairs

- Any suspicious activity will be reported, and all AML activities recorded

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

- Either a passport, driver’s license, or government issued document featuring a matching photograph of the individual, and a full name and date of birth matching those provided.

- An original recent utility bill, or government issued document with the same and address matching those provided by the individual.

Not in person

As in person but additionally:

- Any government issued document that provides the date of birth, NI or Tax number or other such government identifier.

- Other forms of identity confirmation, such as evidence of a long-standing relationship with the client, or a letter of assurance from independent and reliable persons or organisations, who have dealt with the client for some time, may also provide a reasonable level of certainty.

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. RISK ASSESSMENT AND ONGOING MONITORING

The business shall take a risk-based approach in monitoring the financial activities of its clients. This will be carried out whilst preparing the accounts or tax returns or conducting any other business with the client. The business will actively not accept high-risk clients that are identified as follows:

- Clients with businesses that handle large amount of cash (i.e., involving €15,000 euros or more, or the sterling equivalent) or complex unusually large transactions.

- Clients with larger one-off transactions, or a number of transactions carried out by the same customer within a short space of time.

- Clients with complex business ownership structures with the potential to conceal underlying beneficiaries.

- Clients based in or conducting business in or through, a high-risk jurisdiction, or a jurisdiction with known higher levels of corruption, organised crime, or drug production/distribution.

- Situations where the source of funds cannot be easily verified.

- Unusual patterns of transactions that have no apparent economic or visible lawful purpose.

- Money sent to or received from areas known to have high levels of criminality or terrorist activity.

The business will conduct ongoing monitoring of business relationships with customers, to ensure that the documents, date, or information held evidencing the customer’s identity are kept up to date.

The following are examples of changes in a client’s situation that may be considered suspicious:

- A sudden increase in business from an existing customer;

- Uncharacteristic transactions which are not in keeping with the customer’s known activities;

- Peaks of activity at particular locations or at particular times;

- Unfamiliar or untypical types of customer or transaction.

Whenever there is cause for suspicion, the client will be asked to identify and verify the source or destination of the transactions, whether they be individuals or company beneficial owners. No action need be taken if there is no cause for suspicion.

3. MONITORING AND MANAGING COMPLIANCE

PRC will regularly monitor the following procedures to ensure they are being carried out in accordance with the AML policies and procedures of the business:

- client identity verification;

- reporting suspicious transactions;

- record keeping.

PRC 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.

4. 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.

PRC 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.

5. 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.

Master PRC Contractor Terms and Conditions

CONFIDENTIALITY

As a supplier to PRC I shall:

Not use any Confidential Information except for the purposes of performing the Services.

Without delay, enter into any and all assignments of Intellectual Property Rights (relating to the Work Results) or confidentiality undertakings that PRC or the Client may require me to enter into.

Not without the Client’s express written permission, remove from the Client’s premises any material containing any Confidential Information.

On request, return to PRC (or as PRC may direct) all material in my possession or control and belonging to the Client or PRC and/or containing Confidential Information.

General Data Protection Regulation (GDPR)

In accordance with the GDPR, in order to allow PRC to regularly update you by letter, email, text or phone, we must request that you indicate below your acceptance of these forms of communication.

Disclosure Declaration

SCHEDULE 2

Quality Charter

To provide the best service to you and our clients we require everyone who works with us to agree to the following conditions:

Represent yourself and PRC in a courteous and professional manner;

Respect your colleagues and delegates irrespective of sex, age, colour, religion, creed, disability or marital status, in accordance with our equal opportunities policy;

At all times respect the client’s rules, regulations, and policies applicable to independent contractors;

Honour the terms and conditions of your contract;

Inform us of any disputes or issues as soon as possible.

Policy Statement on Equal Opportunities

Diversity and Equal Opportunity is about those human qualities that are different from our own and outside the groups to which we belong. Diversity not only includes race, ethnicity, and gender, but also ability/disability, education, age, class, and many other differences.

PRC is committed to a policy of equal opportunities for all. We do not discriminate on grounds of race, colour, creed, ethnic or national origin or on grounds of sex, marital status, disability, or age.

Company Property and Copyright

Password Protection

Monitoring

Use of Social Networking Sites

SCHEDULE 3

ANTI-BRIBERY / WHISTLE BLOWERS POLICY AND PERSONAL HARRASSMENT POLICY

To be completed by all Contractor Personnel who will access client data or premises

ANTI-BRIBERY POLICY

Policy

Suspicion

If we suspect that you have committed an act of bribery or attempted bribery, an investigation will be carried out and, in line with our disciplinary procedure where appropriate, action may result in the cessation of our business arrangement with you.

Reporting

If you, as an associate or person working on our behalf, suspect that an act of bribery or attempted bribery has taken place, even if you are not personally involved, you are expected to report this to your PRC contact. You may be asked to give a written account of events.

Gifts and Hospitality

WHISTLE BLOWERS POLICY

Under certain circumstances, associates are protected from suffering any detriment or termination of employment if they make disclosures about organisations for whom they work.

Qualifying Disclosures

Certain disclosures are prescribed by law as “qualifying disclosures”. A “qualifying disclosure” means a disclosure of information that the associate genuinely and reasonably believes is in the public interest and shows that the Company has committed a “relevant failure” by:

committing a criminal offence;

failing to comply with a legal obligation;

a miscarriage of justice;

endangering the health and safety of an individual;

environmental damage; or

concealing any information relating to the above.

These acts can be in the past, present, or future, so that, for example, a disclosure qualifies if it relates to environmental damage that has happened, is happening, or is likely to happen. The Company will take any concerns that you may raise relating to the above matters very seriously.

The Procedure

If you do not report your concerns to your Account Manager or a Company Director you should take them direct to the appropriate organisation or body.

Treatment by others

Bullying, harassment, or any other detrimental treatment afforded to a colleague who has made a qualifying disclosure is unacceptable. Anyone found to have acted in such a manner will be subject to disciplinary action.

PERSONAL HARRASSMENT POLICY

Harassment or victimisation on the grounds of age, disability, gender reassignment, marriage and civil partnership, pregnancy or maternity, race, religion or belief, sex or sexual orientation is unacceptable.

Personal harassment takes many forms ranging from tasteless jokes and abusive remarks to pestering for sexual favours, threatening behaviour, and actual physical abuse. Whatever form it takes, personal harassment is always taken seriously and is unacceptable in the workplace.

We recognise that personal harassment can exist in the workplace, as well as outside, and that this can seriously affect associates’ working lives by interfering with their job performance or by creating a stressful, intimidating and unpleasant working environment.

Policy

We deplore all forms of personal harassment and seek to ensure that the working environment is sympathetic to all our associates.

We have published these procedures to inform associates of the type of behaviour that is unacceptable and provide associates who are the victims of personal harassment with a means of redress.

We recognise that we have a duty to implement this policy and all associates are expected to comply with it.

Examples of Personal Harassment

Personal harassment takes many forms, and associates may not always realise that their behaviour constitutes as harassment. Personal harassment is unwanted behaviour by one associate towards another and examples of harassment include:

insensitive jokes and pranks;

lewd or abusive comments about appearance;

deliberate exclusion from conversations;

displaying abusive or offensive writing or material;

unwelcome touching; and

abusive, threatening, or insulting words or behaviour.

These examples are not exhaustive and disciplinary action at the appropriate level will be taken against associates committing any form of personal harassment.

SCHEDULE 4

ANTI-MONEY LAUNDERING POLICY AND PROCEDURES

To be completed by all Contractor Personnel who will access client data or premises

To these ends:

The identities of all new and existing Contractors will be verified to a reasonable level of certainty

A risk-based approach will be taken to the monitoring of Contractor’s tax and accounting affairs

Any suspicious activity will be reported, and all AML activities recorded

AML Procedures

1. CUSTOMER DUE DILIGENCE

The following documentation may be presented by the individual:

In person

Either a passport, driver’s license, or government issued document featuring a matching photograph of the individual, and a full name and date of birth matching those provided.

An original recent utility bill, or government issued document with the same and address matching those provided by the individual.