THE PARTIES
1 iBalance Limited of 8 Kings Road, Clifton, Bristol, BS8 4AB (“the Company”)
2 the individual using the Company's payment services ("the Independent Contractor")
WHEREAS
A. The Company provides administrative and payroll services as an umbrella company to independent contractors who are not employees of the Company.
B. The Independent Contractor wishes to obtain those administrative and payroll services and the parties agree that this Agreement sets out the terms on which the parties so contract.
DEFINITIONS
Agency means an employment agency or business with whom the Independent
Contractor has agreed an Assignment.
Assignment means the provision of services by the Independent Contractor to a client of
the Agency for which the Agency shall pay Fees.
Charges means the charges due from the Independent Contractor to the Company for
the provision of the Services which shall be as per schedule A.
Fees means the sums agreed between the Agency and the Independent
Contractor for any Assignment which shall be paid by the Agency to the
Company on receipt of an invoice from the Company.
Services means the administrative and payroll services provided by the Company to
the Independent Contractor as set out in Clause 9.
SERVICES
1. The Company agrees to provide the Services on the terms set out in this Agreement.
2. The Independent Contractor agrees to pay the Charges and agrees that the Company may deduct the Charges from the Fee.
3. Notwithstanding that the Company is providing the administrative service of deducting PAYE and National Insurance the parties agree that the Independent Contractor is not an employee of the Company but is a self employed independent contractor and this Agreement and the arrangements between the parties shall not constitute a contract of employment, a partnership arrangement or a joint venture.
4. The Company shall not be under any obligation to find or provide any Assignments for the Independent Contractor and will not be acting as an employment agency or business in this regard.
5. The Services shall comprise only administrative and payroll services and there shall be no obligation on the Company to provide any work or Assignments for the Independent Contractor and there is no obligation on the Independent Contractor to accept any work which may be offered through an Agency.
6. There shall be no contract between the Company and the Independent Contractor during times where there is no Assignment.
7. Unless otherwise agreed in writing the Independent Contractor is not entitled to receive payment from the Company for time not spent on an Assignment whether by way of holiday sickness or any other absence.
8. COMMENCEMENT OF ASSIGNMENT
8.1 To commence an Assignment the Independent Contractor shall :-
8.1.1 register with the Company by completing the Company's Registration Form and the Independent Contractor agrees to promptly notify the Company of all changes to such information
8.1.2 provide the Company with such identification as may be requested
8.1.3 provide the Company with a P45 or P46
8.1.4 agree the terms of an Assignment with the Agency. The Company shall not be responsible for negotiating or agreeing any such Assignment terms
8.1.5 provide the Company in writing with full details of the Assignment and such further particulars as the Company may request and by signing this Agreement the Independent Contractor warrants and represents that such details as are provided to the Company are complete, accurate and correct.
8.1.6 at the request of the Company confirm and verify in writing that any contract supplied by the Agency for an Assignment is correct and acceptable.
8.2 During an Assignment the Independent Contractor shall: -
8.2.1 notify the Company in writing of when Fees should be invoiced to the Agency
8.2.2 provide the Company with full details of the Fees that should be invoiced including where appropriate completing a time sheet and certifying that the hours claimed are correct.
8.2.3 deal promptly with any queries from the Company, the Agency or it's client relating to the Assignment or the Fees
8.2.4 at their own expense provide such information or do such things in connection with the Assignment or the Fees as the Company may from time to time reasonably request
8.2.5 provide the Company with full details of any expenses and the Independent Contractor warrants that such details of expenses are correct. The Independent Contractor further warrants that it shall retain proper records and copies of receipts for such expenses for a period not less than 7 years from the date such expenses were incurred and shall provide original receipts to the Company, and agree to the Company's Receipts Policy (please click here)
9. COMPANY OBLIGATIONS
9.1 Once the Independent Contractor has agreed an Assignment with an Agency and complied with Clause 8.1 above the Company shall: -
9.1.1 sign a contract with an Agency on behalf of the Independent Contractor however the Company may, at its absolute discretion and without providing any reasons, refuse to sign any contract with an Agency
9.2 During an Assignment and provided that the Independent Contractor has complied with Clause 8.2 above the Company shall: -
9.2.1 prepare and submit invoices to the Agency in accordance with the terms of the agreement with the Agency and/or as requested by the Independent Contractor
9.2.2 accept the Fees on behalf of the Independent Contractor and pay this into a designated client account
9.2.3 pass any queries from the Agency or it's client on to the Independent Contractor promptly
9.2.4 on receipt of Fees administer PAYE and deduct from the Fees appropriate tax and National Insurance in accordance with HM Customs and Revenue requirements
9.2.5 pay to HM Customs and Revenue on behalf of the Independent Contractor the tax and National Insurance deducted
9.2.6 after deduction of PAYE and the Charges pay the balance to the Independent Contractor and provide a remittance advice for such payment
9.2.7 if appropriate process such tax year end documents as may be required including P11d and P60 and where appropriate provide a P45 to the Independent Contractor
10. LIABILITY
10.1 The Independent Contractor shall be fully responsible for ensuring that all health and safety and other legal requirements as may apply to an Assignment are properly met.
10.2 At all times it shall be the Independent Contractor's responsibility to ensure that the Assignment is carried out promptly, diligently and using reasonable care and skill and in accordance with the Agency or its client's requirements and the Company shall exercise no control over the work undertaken by the Independent Contractor on an Assignment.
10.3 At any time during an Assignment the Company may, at its absolute discretion and without giving any reasons and without any liability terminate the Assignment contract with the Agency.
10.4 The Company shall not be responsible for recovering the Fees. In the event that the Fees are not paid it shall be the Independent Contractor's responsibility (at their own cost) to take such steps as may be required to recover the Fees. The Company shall provide such assistance as may be reasonably requested by the Independent Contractor to recover the Fees and in such circumstances the Independent Contractor agrees to pay the Company's reasonable costs and expenses for providing such assistance.
10.5 The Independent Contractor agrees to fully indemnify and keep indemnified the Company against all claims, losses, costs, damages or other sums payable as are related to the Assignment and/or the contract between the Company and the Agency whether direct or indirect including consequential loss included but not limited to any sums due to HM Revenue & Customers for tax, national insurance contributions and disallowed expenses.
10.6 In the event that the Independent Contractor, the Agency, it's client or any other third party alleges or brings proceedings alleging that the Independent Contractor is an employee of the Company the Independent Contractor agrees to fully indemnify the Company and keep it indemnified against the costs of defending such allegations and all losses, damages or other sums that may be payable if a court or tribunal finds the Independent Contractor to be an employee of the Company.
11. TERMINATION
11.1 Either party may terminate this Agreement with immediate effect at any time in writing provided that any Fees received after the termination date relating to a period before the termination date shall be processed in the normal way and the Company shall be entitled to the Charges on such Fees.
12. MISCELLANEOUS
12.1 The Company can alter any of the terms in these terms and conditions, Fee Tariff or schedules, at any time by sending written notice to the Independent Contractor at least two weeks prior to the changes, those changes will then become part of these terms and conditions.
12.2 The terms of this Agreement constitute the entire agreement between the parties and supersedes all prior negotiations and agreements (whether express implied oral or in writing).
12.3 The Company's relationship with the the Independent Contractor will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.
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