Terms and Conditions of Engagement (Non-Regulated) Contractors (Limited Company) Nationwide People Limited Edition: Jan 15 (REF NWPLTD15)

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1 These terms and conditions apply to all arrangements between the parties for the supply of consultancy and or project services by the Contractor agreed pursuant to a Project Confirmation. Each Project Confirmation entered into between the parties shall be governed and construed in accordance with these terms and conditions. All words and expressions in these terms and conditions expressed in initial capital letters shall have the meanings as set out in Schedule 1 below. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa. The headings contained in these terms and conditions are for convenience only and do not affect their interpretation and all references to legislation shall include any subsequent amendments or variations made from time to time. References to Contractor shall include references to any Representative (and any substitute and/or sub-contractor) unless otherwise stated and the Contractor shall be responsible for ensuring the compliance of the Representative with the terms of this Agreement. 1. THE CONTRACT 1.1 The Agreement constitutes the entire agreement between Nationwide People and the Contractor for the supply of the Services to the Client and or any End Customer and shall supercede any prior agreement between the parties (whether written or oral) relating to the same (such agreement to be deemed mutually terminated with effect from the date this Agreement is accepted or deemed accepted). This Agreement shall prevail over any other terms and conditions put forward by the Contractor. 1.2 The parties agree that this Agreement is a contract for services between independent businesses and nothing in this Agreement shall render the Contractor or any Representative an employee, worker, agent or partner of Nationwide People, any Client or end Customer. The Contractor shall not (and shall procure any Representative shall not) hold itself out as such. The Contractor shall be the employer of any Representative utilised in the Project and shall be solely responsible for all liabilities of an employer. 1.3 Subject to the provisions of clause 12.7, no variation or alteration of this Agreement or any Project Confirmation shall be valid unless the details of the variation are agreed in writing between Nationwide People and the Contractor and confirm the date the variation shall take effect. 2. THE SERVICES 2.1 This Agreement sets out the basis upon which the Contractor shall perform Services under a Project Confirmation. Neither Nationwide People nor the Client has any obligation to offer any further Projects, nor is the Contractor under any obligation to accept any such Projects, if offered. The parties agree that there is no intention to create mutuality of obligation either during any Project or between Projects. 2.2 At the same time as the Project is offered to the Contractor, Nationwide People shall provide to the Contractor details of (i) the Client and their business, (ii) the Project (iii) the duration or estimated duration of the Project and (iv) the Fees and any expenses payable by or to the Contractor. 2.3 Nothing in this Agreement shall prevent the Contractor or the Representative from being engaged, concerned or having any financial interest in any other business, trade, profession, or occupation or from providing services to any other party during the Project provided that such business activity does not cause a breach of or create a conflict of interest with the Contractor s obligations under this Agreement or otherwise be detrimental to the provision of the Services. 3. SERVICE OBLIGATIONS 3.1 During the Project, the Contractor will:- (a) perform the Services at the Location and with all due care and skill in a professional manner and in accordance with applicable industry standards; 1 P a g e

2 (b) (c) (d) (e) (f) (g) (h) (i) observe any relevant rules and regulations of the Client s and or End Customer s establishment (including the normal hours of work in force at the relevant establishment) to which attention has been drawn or which the Contractor might reasonably be expected to ascertain or ought to be aware of; comply with any specific additional terms relating to the Project required by the Client or End Customer set out in a Project Confirmation or other relevant documentation referred to in a Project Confirmation; as appropriate provide the Contractor Equipment to perform the Services, whether at the Location or otherwise and ensure that any computer equipment and associated software utilised by the Contractor contains anti-virus protection with the latest released upgrade from time to time; provide progress reports on the Project as may be requested by the Client, End Customer and/or Nationwide People; not discriminate against any person or individual (including members of the public) with whom the Contractor comes into contact with or otherwise deals with in the provision of the Services; take all reasonable steps to safeguard the Representative s safety and the safety of any other person who may be present or affected by the Representative s actions on the Project and comply with the health and safety policies of the Client and or the End Customer applicable to their establishment; take all necessary precautions to safeguard the Client s equipment and installations at the Location; and not engage in any conduct detrimental to the interests of the Client and/or the End Customer. 3.2 If the Representative is unable for any reason to perform the Services during the Project the Contractor must inform Nationwide People as soon as practicably possible and in any event before Services are required to be rendered on any given day of the Project (where applicable) to enable alternative arrangements to be made. No fee shall be payable for any period during which the Services are not performed. With the prior agreement of Nationwide People, the Contractor may propose a substitute Representative or sub-contract the Services where the Contractor believes it may not be able to perform the Services under the Project for a period of time provided that if Nationwide People agrees to any substitute or sub-contractor, the Contractor shall continue to invoice Nationwide People in accordance with clause 4 and shall remain responsible for the substitute Representative or sub-contractor as it is responsible for itself and the Representative. 3.3 The Contractor shall have reasonable autonomy in relation to determining the method of performance of the Services but in doing so it shall co-operate with the Client and comply with all reasonable and lawful instructions of the Client in respect of health and safety and security related matters within the scope of the Project. 4. INVOICING AND PAYMENT TERMS 4.1 The Contractor shall be entitled to receive payment of the Fee as detailed in a Project Confirmation for Services completed. All Fees payable to the Contractor hereunder (i) shall be exclusive of VAT, which shall be charged in addition by the Contractor (where the Contractor is registered for VAT and has provided a VAT registration certificate) and shown separately on the invoice at the rate and (ii) shall be paid gross on the basis that the Contractor is responsible for all Contractor Payments. 4.3 All Fees are inclusive of expenses unless otherwise agreed between the Contractor and Nationwide People and set out in a Project Confirmation. Travel costs to and from a Location are the Contractor s sole responsibility. 4.4 Unless the Project requires payment at completion of milestones or on the delivery of deliverables (in accordance with a Project Confirmation), the Contractor shall at the end of each week of the Project (or the end of the Project where it is completed in less than 1 week or such other period as is agreed in a Project Confirmation) deliver to Nationwide People a duly completed Record of Work to confirm the Services performed during the preceding week, signed by an authorised representative of the Client. Failure to submit a Record of Work by 5pm on the Monday following the week to which the Record of Work relates may delay payment to the Contractor. 2 P a g e

3 4.5 Upon receipt of an authorised Record of Work, the Contractor shall submit an invoice for the Services performed at the Frequency. Nationwide People will make payment of the Contractor s invoice within 11 working days (excluding weekends and public/bank holidays) of receipt of the invoice and the supporting authorised Record of Work. To avoid unnecessary delay in payment of the Fee, the Contractor shall ensure that the relevant business banking details have been provided to Nationwide People prior to the date of the first scheduled payment on the Project. 4.6 Nationwide People shall not be liable to make payment to the Contractor for any invoice where a Record of Work and/or an invoice is not submitted within a period of 8 weeks of the period to which the Record of Work and invoice relates. Nationwide People shall make no payment to the Contractor for any period during which Services are not performed under the Project (whether due to illness, agreed absence or for any other reason which includes but is not limited to temporary closure of any Location and/or temporary suspension of the Services by the Client). 4.7 Payment of the Fee is conditional upon the Contractor having submitted all pre-screening, vetting, corporate (including company incorporation), business bank account, and tax (including VAT registration) information and documentation required by Nationwide People and notified to the Contractor ( Contractor Documentation ). Should the Contractor fail to provide the Contractor Documentation in a timely manner to Nationwide People, payment of the Fee will be delayed until such time as the Contractor Documentation is received and the Contractor shall have no entitlement to recover interest or any other costs under clause 4.8. For the avoidance of doubt, Nationwide People shall not be required to make payment of the Fee in the event that Contractor Documentation is not provided by the Contractor. 4.8 The Contractor shall be entitled to charge interest at the rate of 2% per annum above the Bank of England base rate on any sums due but not paid from the date payment became due until the actual date of payment. The parties agree that this represents a substantial remedy in the context of the Late Payment of Commercial Debts (Interest) Act The Contractor agrees that any overpayment of the Fee shall constitute a debt payable to Nationwide People on demand. Nationwide People shall be entitled to set off any sums owed by the Contractor against the Fee arising under and or in connection with this Agreement. Nationwide People reserves the right to commence legal proceedings against the Contractor for any balance of sums owed by the Contractor that cannot be recovered from set off against the Fee. 5. CONSULTANCY WARRANTIES 5.1 The Contractor warrants that: (a) it will notify Nationwide People immediately if it becomes insolvent, or becomes the subject of an administration order or winding up petition; (b) Representatives (including any substitute) do not have any unspent criminal convictions (under the Rehabilitation of Offenders Act 1974) and have the legal right to work in the United Kingdom (and in particular to carry out the Services for the Project); (c) Representatives have the necessary skills and experience to perform the Services; (d) it is not prevented by any other contract or arrangement or any statute from fulfilling its obligations under this Agreement; (e) it will comply with its statutory obligations arising out of or connection with the Services and its employment of the Representative (including but not limited to complying with Working Time Regulations 1998 and Health and Safety legislation); (f) maintain in force during the Project full and comprehensive Insurance Policies to cover the Contractor s liabilities under this Agreement and will upon reasonable request by Nationwide People supply copies of such Insurance Policies; (g) it will be solely responsible for all Contractor Payments arising out of or in connection with any Project, and in particular for all taxes and other contributions that may become due and payable to HMRC; 3 P a g e

4 (h) it shall only perform the Services as defined in a Project Confirmation and shall promptly notify Nationwide People of any requested change in the Services by the Client; (i) it is properly incorporated in the UK as a limited liability company and will remain so during the Project; (j) the Representative will only be engaged and remunerated by the Company as an employee (earning at least national minimum wage), director (earning at least national minimum wage) and/or shareholder of the business (who shall be entitled to receive income by way of dividend); (k) it is a genuine and independent business in the performance of the Services for the Client (and/or the End Customer) and the Representative is not an Agency Worker for the purposes of the AW Regulations and this will remain so during the Project; (l) it will only sub-contract, assign or appoint a substitute for the Services in accordance with clause 3.2 above; (m) the Contractor is not a Managed Service Company for the purposes of the MSC Legislation; and (n) it and the Representative will comply with all applicable anti-bribery and associated legislation relevant to the Project (including but not limited to the Bribery Act 2010) and any bespoke anti-bribery policies and procedures of the Client or any End Customer. 5.2 The Contractor warrants that it will immediately notify Nationwide People should any of the above circumstances change. 5.3 The Contractor shall upon request by Nationwide People (at any time during the Agreement) provide such evidence in support of the warranties provided under clause 5.1 as Nationwide People may in its discretion require. 6. LIABILITY 6.1 Except in the event of death or personal injury caused by the negligence of Nationwide People or for any other liability which cannot be limited in law, Nationwide People liability to the Contractor under or in connection with this Agreement, whether arising from contract, tort, statute or otherwise, shall be limited to 100% of the Fee payable to the Contractor under the Project. 6.2 The Contractor shall be liable to Nationwide People and the Client for any defects arising in relation to the Services and shall rectify at its own cost such defects as may be capable of remedy within a reasonable period from notification of such defects by Nationwide People or the Client. 6.3 The Contractor shall have liability for and shall indemnify and keep Nationwide People and the Client indemnified against any damages, compensation, actions, demands, claims, financial loss, or other liability, expenses, costs (including all reasonable legal costs and administrative costs incurred by Nationwide People) arising out of or in connection with: (a) any breach by the Contractor and/or the Representative of any terms of this Agreement; (b) any act, error, omission or default (including any wilful, deliberate fraudulent or reckless act or omission) of the Contractor and/or the Representative; (c) any failure by the Contractor to commence the Project or perform the Services during the Project; (d) any breach of confidentiality by the Contractor and/or the Representative; (e) any infringement by the Contractor and/or the Representative of the Intellectual Property Rights of a third party; (f) any decision of a court, tribunal, or government authority that either the Client, End Customer or Nationwide People is an employer of the Representative; (g) any claim by it and/or the Representative pursuant to the AW Regulations; (h) (i) any claim by it and/or the Representative pursuant to the Conduct Regulations; and any income tax, national insurance contributions, statutory entitlements such as holiday pay and statutory sick pay and any other taxes, deductions or benefits that may be claimed or become due directly or indirectly relating to the payments made to the Contractor under the Project, payments made by the Contractor to the Representative, and/or the provision of Services by the Representative 4 P a g e

5 during the Project (including but not limited to those arising pursuant to MSC Legislation and IR35 Legislation). 7. CONFIDENTIALITY 7.1 The Contractor shall not, and shall procure that the Representative shall not (except in the proper course of the performance of the Services), either during the Project or at any time thereafter (a) use, publish or disclose to any third party (and shall use their best endeavours to prevent the publication and disclosure of) any Confidential Information and/or (b) copy any Confidential Information or make any copy, abstract, summary, précis of any material or documentation of the Client or any End Customer. This obligation does not apply to any use or disclosure authorised by the Client or required by law and/or any information which is already in, or comes into, the public domain otherwise than through the Contractor's or the Representative's unauthorised disclosure. 7.2 The Contractor shall (and shall require the Representative to) enter into any additional confidentiality undertakings that may be required by the Client or any End Customer taking into account the nature of the Services under the Project and will ensure that any substitute Representative and or sub-contractor complies with the same obligations. 7.3 The Contractor shall (and shall require the Representative to) comply with Data Protection Legislation with respect to any personal information or data that the Contractor may have access to during the provision of the Services. 7.4 The Contractor shall not (and shall ensure the Representative does not) discuss the terms of this Agreement or any Project Confirmation or otherwise discuss or negotiate any terms (including any Fee arrangements) relating to a Project direct with the Client. Should a Contractor or the Representative approach the Client to discuss or negotiate any aspect of the Agreement and/or any Project Confirmation, the Client shall direct the Contractor back to Nationwide People. 7.5 Upon completion of the Project or at any time when requested by the Client, the End Customer or Nationwide People (as appropriate), the Contractor shall (and shall require the Representative to) return or deliver up all property or items provided to the Contractor and/or the Representative in connection with or for the purpose of the Project, including, but not limited to any equipment, materials, documents, swipe cards or ID cards. 8. INTELLECTUAL PROPERTY RIGHTS 8.1 The Contractor hereby assigns to Nationwide People (or to the Client as Nationwide People directs) all existing and future Intellectual Property Rights in the Services and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this Agreement, the Contractor holds legal title in these rights and inventions on trust for Nationwide People (or to the Client as Nationwide People directs). 8.2 The Contractor will notify Nationwide People and provide full details of any Inventions promptly on their creation and will not register nor attempt to register any of the Intellectual Property Rights in the Services, nor any of the Inventions, unless requested to do so by Nationwide People (or to the Client as Nationwide People may direct). 8.3 The Contractor will execute all documents and do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Services and the Inventions has passed, or will pass, to Nationwide People (or to the Client as Nationwide People may direct). 5 P a g e

6 8.4 The Contractor warrants that (a) it has not given and will not give permission to any third party to use any Inventions or any Intellectual Property Rights in the Services and (b) the use of the Intellectual Property Rights in the Services by the Client will not infringe the rights of any third party. 9. NON SOLICITATION 9.1 The Contractor will (and will procure the Representative will) not during the Project or thereafter for a period of nine months provide the Services (or similar services) in any capacity and whether directly or indirectly through a third party without Nationwide People prior written consent to: (a) the Client; (b) (c) any Client Group to whom the Services were provided during the Project; and/or any End Customer to whom the Services were provided or with whom the Contractor (and/or the Representative) had dealings with during the Project. 9.2 Neither the Contractor nor the Representative will discourage the Client or any End Customer from dealing with Nationwide People. 9.3 The Contractor agrees that each of the sub-paragraphs in clause 9.1 constitute an entirely separate, severable and independent covenant and restriction which Nationwide People may enforce and that the duration, extent and application of the restrictions contained in clause 9.1 above are necessary, fair and reasonable for the protection of the business interests and goodwill of Nationwide People. 9.4 If the Contractor breaches the terms of clause 9.1, a fee of 25% of the Remuneration payable to the Contractor and/or the Representative shall become due and payable. If the Remuneration is not known or readily ascertainable, and/or the Client refuses to disclose the Remuneration payable, the introduction fee will be calculated as a multiple of 200 times the hourly charge or 25 times the daily charge (as appropriate) at which the Contractor was last supplied to the Client under a Project. The Contractor agrees that this fee represents a genuine pre-estimate of the loss that Nationwide People would suffer as a result of a breach of clause TERMINATION 10.1 Either party may terminate the Project on giving the other party in writing the period of notice specified in a Project Confirmation (where applicable) Notwithstanding the provisions of clause 10.1 and clause 10.4, Nationwide People may terminate the Project at any time without prior notice or liability either prior to the commencement of a Project (for any reason) or in the event that the Contractor (including any Representative) has: (a) failed to provide information required by Nationwide People in accordance with its pre-screening requirements before the commencement of the Project; (b) failed to provide Contractor Documentation (other than as required under sub-clause (a) above) within a period of 5 working days of the commencement of the Project; (c) failed to perform the Services during the Project (such failure to be deemed where the Services are not performed for 3 continuous days or more); (d) committed serious and or persistent breaches of this Agreement; (e) breached or is in breach of the warranties under clause 5; (f) committed serious and/or persistent breaches of rules and regulations applicable to the Client and/or the End Customer; (g) committed (or are suspected of) fraud, dishonesty or serious misconduct during the Project; (h) acted negligently or incompetently in the performance of the Services; and/or (i) acted in any other manner leading to the Client and or the End Customer requesting the termination of the Project due to their dissatisfaction (in their sole opinion) with the Services and/or the Contractor (including the Representative). 6 P a g e

7 10.3 Either party may terminate the Project in the event that the other party: (a) is dissolved, ceases to conduct substantially all of its business, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; and/or (b) has an administrator, administrative receiver, liquidator, receiver, trustee or similar appointed over their assets The Contractor acknowledges that the continuation of the Project is subject to and conditional upon the continuation of the contract entered into between Nationwide People and the Client. In the event that the contract between Nationwide People and the Client is terminated for any reason (including but not limited to the Client s failure to make payment of or likely failure to make payment of any of its obligations to Nationwide People) the Project shall cease with immediate effect without liability to the Contractor (save for payment for Services performed by the Contractor up to the date of termination of the Project, such always to the Contractor s compliance with clause 4) These terms and conditions of business shall remain in force until such time as either party gives the other party 4 weeks notice in writing. Termination of these terms and conditions of business shall not affect any current Project which shall continue in full force and effect until its natural expiry under a Project Confirmation or earlier termination in accordance with the termination provisions set out in this clause EMPLOYMENT BUSINESS REGULATIONS 11.1 The Conduct Regulations and the AW Regulations do not apply to this Agreement on the basis that the Contractor and the Representative have provided notice pursuant to Regulation 32 of the Conduct Regulations confirming they have opted out of the Conduct Regulations and notice that the Contractor and the Representative are outside the scope of the AW Regulations The Contractor acknowledges that Nationwide People has prepared this Agreement on the basis of the statements made by the Contractor and the Representative in accordance with clause 11.1 and Nationwide People has relied solely upon the determination made by the Contractor and the Representative The parties agree that the Fee has been negotiated on the basis that the Contractor is an independent business and is in the business of supplying consultancy services to clients and customers. For the avoidance of doubt and without prejudice to the declarations made under clauses 11.1 and 11.2, if a third party deems the AW Regulations apply to a Project, the parties agree that the Fee includes the Contractor Payments and includes (and should be counted towards) any entitlements under the AW Regulations including but not limited to basic pay, payment in respect of additional holiday entitlement (above statutory entitlement) and any bonus that may have been due. 12. GENERAL 12.1 This Agreement is governed by and shall be construed in accordance with the laws of England and is subject to the exclusive jurisdiction of the English courts (other than for enforcement proceedings, for which the English courts shall have non-exclusive jurisdiction) This Agreement shall be deemed to have been accepted by the Contractor either upon the Contractor signing this Agreement, upon the Contractor receiving a copy of this Agreement and subsequently commencing the Project, or upon submitting a Record of Work or invoice for the Project or receiving payment for the Services, whichever event occurs the earlier In the event of any conflict between the terms and conditions of business herein and a Project Confirmation, the terms and conditions of business herein shall prevail to the extent of the conflict Nationwide People shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when introducing or supplying the Contractor for any Project with a Client. The Contractor 7 P a g e

8 acknowledges and accepts that Nationwide People is unable to provide professional advice (whether relating to tax, legal or other matters) to the Contractor with respect to any issue or dispute the Contractor and/or a Representative may have, and whether arising in relation to a Project or a personal matter and as such the Contractor will seek its own professional advice in respect of any such issue or dispute All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by first class prepaid post to the addressee upon whom the notice is to be served or any other address that the party has notified the other party in writing, by or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered; if by first class post 48 hours following posting; and if by or facsimile transmission, when that or facsimile is sent Each provision of this Agreement (as defined by punctuation) is separate, distinct and severable. If any of the provisions of this Agreement are determined by the English Courts to be unenforceable, to any extent, such provision may be modified or severed from the remaining Agreement to give meaning to the intention of the parties, and the remaining provisions including any such modified provisions shall continue in force Nationwide People may vary a Project Confirmation and/or this Agreement on giving the Contractor written notice (which shall include the detail of the variation and the date upon which the variation takes effect) in order to comply with any change in, additional or new obligations imposed (and whether applicable retrospectively) by statute or by virtue of any other legal obligations including but not limited to legislation affecting the recruitment industry The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person or entity other than the Contractor and Nationwide People shall have any rights under this Agreement other than the Client, who shall have such rights as are expressly conferred on the Client in this Agreement.. Signed for and on behalf of.. Signed for and on behalf of the Contractor. PRINT NAME. PRINT NAME I am authorised to sign these terms of business on behalf of the Contractor.. Date Date 8 P a g e

9 SCHEDULE 1 - DEFINITIONS Agreement means together these terms and conditions of business, the attached schedules and applicable Project Confirmation; AW Regulations means the Agency Workers Regulations 2010; Client means the person, firm or corporate body requiring the services of the Contractor (together with any subsidiary or associate of the person, firm or corporate body as defined by the Companies Act 2006) as set out in a Project Confirmation; Client Group means any subsidiary, holding company and/or associate person, firm, or corporate body of the Client as defined by the Companies Act 2006; Conduct means the Conduct of Employment Agencies and Employment Businesses Regulations 2003; Regulations Confidential Information Contractor Contractor Equipment Contractor Payments Location Data Protection Legislation End Customer Engagement Fee Frequency Insurance Policies Intellectual Property Rights Invention IR35 Legislation MSC Legislation means any and all confidential commercial, financial, marketing, technical or other information or data of whatever nature relating to the Client, End Customer or Nationwide People or their business or affairs (including but not limited to data, records, reports, agreements, research and development, manufacturing, marketing strategies and tactics, production or design secrets, specifications, know-how, trade secrets, Inventions and other information concerning the Project) in any form or medium, whether in writing, orally or by any other means, together with any reproductions of such information in any form or medium or any part(s) of such information; means the limited company referred to in a Project Confirmation who will perform the Services for the Client; means the tools and equipment to be utilised by the Contractor as is necessary to perform the Services and detailed in a Project Confirmation. means any PAYE income tax and national insurance (or social security) contributions payable in respect of the Representative, all statutory entitlements (such as statutory holiday pay and statutory sick pay) and contractual entitlements due to the Representative, and any other taxes and deductions payable in respect of the Representative for any Project or otherwise arising in respect of the Services performed; means the contract site of the Project as set out in a Project Confirmation or as otherwise agreed between the Contractor and the Client from time to time; means the Data Protection Act 1998 and such other statutory or regulatory provisions relating to the protection and use of personal data as are applicable to the Services performed in the United Kingdom; means the customer of the Client for whom the Contractor and/or the Representative perform Services during the Project or otherwise have direct dealings with during the Project; means the engagement, employment or use of the Contractor and or the Representative on a permanent or temporary basis, directly or indirectly through another legal entity, whether under a contract of service or for services, an agency, license, franchise or partnership arrangement or any other engagement and Engages and Engaged shall be construed accordingly; means the fee due for the Services at the rate set out in a Project Confirmation, inclusive of all costs, expenses and fees (unless otherwise specified), but exclusive of VAT; means the frequency of invoicing as specified in a Project Confirmation; means professional indemnity insurance cover, employer's liability insurance cover and public liability insurance cover; means patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world; means any invention, idea, discovery, development, improvement or innovation made by the Contractor and or the Representative in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium; mean Chapter 8 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 and Social Security Contributions (Intermediaries) Regulations 2000; means legislation relating to Managed Service Companies: Chapter 9, Part 2 Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and Section 688A, Part 11 of ITEPA; 9 P a g e

10 Nationwide People means (registered company no ) whose registered office is at 8 Lincoln s Inn Fields, London WC2A 3BP; Project means the project period or periods during which the Contractor renders Services to the Client; Project Confirmation means the paper or electronic confirmation of the details of the confirmed Project provided to the Contractor; Record of Work means the record of Services performed during the Project (which may be in the form of a timesheet via a manual or electronic time capture system) or an acceptance certificate or other project deliverables sign off as agreed between the parties; "Remuneration" means the aggregate gross annual taxable emoluments payable to or receivable by the Representative employed pursuant to the Engagement, including salary, bonuses, profit share, commission, pension contributions, allowances (including car, accommodation and or relocation), provision of company car, profit related pay and any signing-on payment or equivalent (contractual or otherwise and whether guaranteed or not) during the first year of the Engagement or attributable to such period and paid subsequently or the annualised gross fee of the Contractor or the Representative (where either is Engaged on a self-employed basis or in any other capacity). Any taxable emoluments which are not guaranteed will be determined upon projected values; Representative means the individual specified in a Project Confirmation who is to be utilised by the Contractor to carry out the Project and shall include any substitute or sub-contractor appointed in accordance with clause 3.2; Services means the services to be provided by the Contractor to the Client as set out in a Project Confirmation; VAT means Value Added Tax at the prevailing rate from time to time. 10 P a g e