Sub-Contractor Agreement

We have agreed to appoint you as a sub-contractor to provide certain Services to Clients of ours, for and on our behalf.

You have reasonable skill, knowledge, qualifications and experience in the Services you provide and have agreed to provide these Services, subject to the terms and conditions as set out in this Agreement.

You agree that you will not be employed by us but will work as an independent sub-contractor for the duration of this Agreement. It is agreed as follows:

1. Definitions and Interpretation

1.1  In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Client” means any client of ours;
“Services” means the home help, cleaning and other services agreed to be provided by you to our Clients, for and on our behalf, as set out in this Agreement.

1.2  Unless the context otherwise requires, each reference in this Agreement to:
1.2.1 “writing” and “written” includes emails;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time; 1.2.3 “this Agreement” is a reference to this Agreement as may be amended or supplemented at the relevant time;
1.2.4 a clause is a reference to a clause of this Agreement; and
1.2.5 a “Party” or the “Parties” refer to the parties to this Agreement.

1.3  The headings used in this Agreement are for convenience only and will have no effect upon its interpretation. Words imparting the singular number will include the plural and vice versa. References to persons will include corporations.

2. Your Engagement

2.1  We engage you to provide the Services throughout the term of this Agreement, in accordance with these terms and conditions.

2.2  The Agreement will commence with effect from the date stated above and will continue until it is terminated in accordance with clause 14.

2.3  It will not be possible for the Company to offer you work until you have been through the necessary checks and requirements. This may

include carrying out a DBS check on your behalf if you do not have a complete recent copy of such results.

3. Your Obligations

3.1  You agree to perform the Services at any such location as we may specify and will use reasonable endeavours to comply with any programme dates we may give to you.

3.2  The specification of the Services and the number of hours to be spent on each job will be agreed between you and us on a per-project basis, where applicable. You must immediately notify us of any changes to the number of hours if agreed directly between you and the Client.

3.3  You agree that you will at all times make your best and reasonable endeavours to promote our best interests and deliver a high standard of service.

3.4  When working with any Client of ours, you are representing our business. You must only distribute literature and information which bears our logo.

3.5  If you fail to return any property belonging to us in the condition in which it was provided to you promptly at our request (at any time) and in any event, upon termination or expiry of this Agreement, then the cost of such items will be invoiced to you and will be immediately payable to us, and/or deducted from any monies owed to you.

3.6  You are entitled to substitute another helper to perform the Services, though this must be agreed with us prior to their commencement of the Services. The helper must also be competent to perform the Services and have an up to date DBS check which must be approved by us.

3.7  Your activities, and those of your substitutes, are at all times under your exclusive direction and control. Subject to the provisions of clause 3.1, you will at all times be responsible for organising how and in what order the Services are to be carried out.

3.8  We will have the right to audit the Services carried out by you, without notice. Where the Services are found to be unsatisfactory , we will be entitled to request you rectify the issue at your own expense within 48 hours, deduct the cost of rectifying the issue ourselves or by another sub-contractor from any fees due to you (or invoice you to reclaim these costs if you have already been paid) and/or terminate the Agreement. This entitlement is without prejudice to any claim we may have or for any other rights we may have against you.

3.9  You must provide Clients with receipts for the Services provided and for any expenses incurred e.g. for shopping. Any money received from the Client must be signed for and a receipt must be provided to the Client.

3.10  Should we give you equipment to perform the Services, including but not limited to the Client’s keys to the premises, it shall be your responsibility to maintain such and to ensure their safety. You shall be solely liable for any noncompliance with this clause.

4. Our Obligations

4.1  We will ensure that you have access to the agreed location(s) on the agreed date(s) and time(s).

4.2  We will use reasonable endeavours to provide you with any information as may be necessary for you to perform the Services, including any medical information where relevant.

4.3 We shall provide you with our standard operating practices and training on such where relevant, in order for you to provide the Services commensurate with our company ethos.

5. Fees and Payment

5.1  We will agree a fixed hourly rate with you and this will continue to apply until we specify otherwise.

5.2  You will be required to submit a weekly timesheet itemising any additional hours worked. This must be submitted to us no later than each

Monday, for the previous week’s hours.

5.3  Payment will be made directly by the Client upon completion of the weekly Services, provided you have complied with your obligations as

detailed in clause 3. You will be required to submit a receipt to the Client upon payment for the Services.

5.4  No further payment will be made to you for the Services over and above the entitlement set out in this clause 5 and unless we agree otherwise

in writing, no payment will be made for mileage or other expenses incurred by you in providing the Services.

6. Your Status

6.1  Your relation to us is that of an independent contractor. As an independent contractor, you will have no entitlement to annual leave, holiday pay or Statutory Sick Pay.

6.2  You are responsible for all taxes and contributions (including, but not limited to, income tax, national insurance and VAT, where applicable) in respect of all sums paid to you under this Agreement and you agree to indemnify us for any claims that may be made by the relevant authorities against us in respect of any such taxes and/or contributions, including interest and penalties, arising out of the Services you provide under this Agreement.

6.3  Your engagement and appointment under this Agreement does not create any mutual obligations on our part or your part to offer or accept any further engagement(s) and no continuing relationship will be created or implied.

6.4  Nothing in this Agreement will be deemed to create any partnership, joint venture or employment relationships between the parties.

7. Variations

7.1  Any variations to this Agreement must be agreed by us in writing before you act upon it.

7.2  If we are not on site to supervise the works, you must immediately report to us any requests for variation by the Client before carrying out

any such variations, to allow us to quote appropriately.

7.3  Payment for agreed variations will be made in accordance with clause 5 above.

8. InsuranceYou are requested, throughout the provision of the Services and for a minimum of 1 year after termination, to hold Public Liability insurance.
9. Warranties and Indemnity: You represent, warrant, undertake, and agree as follows:9.1  all details you provided to us upon entering into this Agreement including, but not be limited to, those regarding your qualifications, training and experience, is true, accurate and up to date;

   9.2  you will not enter into any agreement or arrangement which might conflict with our rights under this Agreement or might interfere with the performance of your obligations under this Agreement; and

   9.3  you will indemnify us and keep us fully indemnified at all times from and against all actions, proceedings, claims, demands, costs, awards or damages howsoever arising – directly or indirectly – as a result of any breach or non-performance by you of any of your undertakings, warranties or obligations under this Agreement.

10. Non-Competition and Non-Solicitation

10.1 You will not, whilst this Agreement is in force and for a period of 6 months following its termination or expiry:

10.1.1  directly or indirectly accept or solicit the custom of any Client to whom the Services have been provided by you;

10.1.2  divert or seek to divert any custom from us; or

10.1.3  solicit, interfere with or endeavour to entice away or employ any employee or other sub-contractor of ours.

11. Confidentiality

11.1  Both parties recognise that throughout the provision of the Services, certain information will be shared, which may be confidential, commercially valuable, sensitive and/or personal.

11.2  Both parties undertake that they will not use any confidential information provided by the other party, other than to perform their obligations under this Agreement, and will not circulate it to any third party unless required by law, by any court order or unless so authorised by the other party in writing. The provisions of this clause 11 will continue in force, notwithstanding the termination of this Agreement for any reason.

12. Data Protection:

12.1 Both parties agree to comply with the provisions of the General Data Protection Regulation 2016 and the Data Protection Act 2018, together with any other relevant data protection legislation from time to time in force. In particular, you must:

12.1.1  not store any Client’s details or use them in any way other than to carry out the Services;

12.1.2  update and/or delete all personal data on request, whether by us or the Client;

12.1.3  not leave any personal data unattended, on view or otherwise accessible;

12.1.4  encrypt all emails and other technologies in accordance with good practice in cybersecurity; and

12.1.5  otherwise handle all personal data with due care.

13. Force Majeure: Neither party to this Agreement will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
14. Termination

14.1  You are not obliged to accept opportunity to perform the Services that we offer to you, and are able to refuse such opportunities from time to time; however you must give us at least 1 month’s written notice to cancel any appointment for the Services which you have accepted, inclusive of one-off and ongoing Services.

14.2  This Agreement can be terminated immediately in the following circumstances:

14.2.1  If the Client cancels, suspends or postpones their contract with us;

14.2.2  If you commit an act which brings or could bring us into disrepute;

14.2.3  If, in our reasonable opinion, you are negligent and/or incompetent in providing the Services;

14.2.4  If you have not accepted a job within 2 months;

14.2.5  If either party breaches or fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within 7 days of written notice of such failure from the other party; or

14.2.6  If either party goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.

14.3  For the purposes of clause 14.2.5, a breach will be considered capable of remedy if the party in breach can comply with the provision in question in all respects.

14.4  In the event of termination, all Services in progress at the date of termination must be completed before termination can take effect, unless we expressly request this in writing, and we will remain liable for payment for all such completed Services, subject to clause 5 above.

14.5  Termination of this Agreement will be without prejudice to any rights which have already accrued to either of the parties under this Agreement.

14.6  All clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement, will remain in full force and effect.

15. Other Important Terms

15.1  This Agreement is personal to the parties and neither party may assign, mortgage, charge or sub-license any of its rights under this Agreement, or sub-contract or otherwise delegate any of its obligations under this Agreement, except with the written consent of the other party, such consent not to be unreasonably withheld.

15.2  This Agreement will apply as the binding and entire contract between you and us and supersedes any prior agreement between you and us, whether written or oral. Any other terms and conditions, including any terms and conditions of yours, are expressly excluded.

15.3  Each party acknowledges that it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

15.4  No failure or delay by either party in exercising any of its rights under this Agreement will be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of the same or any other provision.

15.5  The parties agree that if one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of this Agreement. The remainder of this Agreement will be valid and enforceable.

15.6  All notices are to be in writing, addressed to the most recent address or email address notified to the other party and will be deemed duly given if signed by, or on behalf of, a duly authorised officer of the party giving the notice: when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; when sent, if transmitted by email and a successful return receipt is generated; or on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid.

16. Governing Law and Jurisdiction

16.1  This Agreement (including any non-contractual matters and obligations arising from it or associated with it) will be governed by, and construed in accordance with, the laws of England and Wales.

16.2  Any dispute, controversy, proceedings or claim between the parties relating to this Agreement (including any non-contractual matters and obligations arising from it or associated with it) will fall within the exclusive jurisdiction of the courts of England and Wales.