The contract of service is made between: -
1.“We/Our/Us” means SHMS Contracting (UK) Limited, company number 08827686, whose registered office is at SHMS House, 20 Little Park Farm Road, Fareham, Hampshire, PO15 5TD (“the Company”) and
1. The Company is in the business of supplying freelance removal services to its Clients.
2. The Freelance Operative is in the business of providing freelance removal services to its customers and may wish to provide its services to the Company from time to time (“the Services”).
3. The terms detailed below, together with any verbal agreements made between the parties regarding the Freelance Operatives rate of pay, shall at all times apply to the Freelance Operatives performance of the Services.
4. The Company shall not be under an obligation to make work available to the Freelance Operative and the Freelance Operative shall not be under an obligation to accept any work offered by the Company. For avoidance of doubt there is no intention in this agreement for there to be any form of mutuality of obligation between any of the parties.
5. The Freelance Operative agrees that it or any substitute provide by the Freelance Operative (appointed pursuant to clause 12 below) will perform the Services in a professional and workmanlike manner and using reasonable care and skill. The Company shall instruct the Freelance Operative and the Freelance Operative shall decide when and how best to perform the Services although regard should be had to project deadlines, any applicable health and safety rules or project-specific restrictions.
6. Neither the Client nor the Company shall have the right to, nor shall seek to, exercise any supervision, direction or control over the Freelance Operative as to the manner in which the Services are provided and it is acknowledged and agreed that the Freelance Operative shall have complete autonomy over its working methods.
7. The Freelance Operative shall be able to supply its Services to other Clients at any time and without the need to seek any such arrangement from the Company.
8. The parties shall negotiate the rate of payment for the Services between them from time to time either verbally or in writing without the requirement for a formal tender to be submitted by the Freelance Operative.
9. The Freelance Operative shall not have any entitlement to receive payment where it is prevented from providing the Services for any reason including force majeure.
10. The Freelance Operative shall be responsible for correcting any defective work caused by its or those of any substitute provided by the Freelance Operative, at its own expense and without further payment. The Company may reserve the right to withhold a proportion of any payment(s) due to the Freelance Operative until any defective works have been made good to the Company or Clients reasonable satisfaction.
11. The Freelance Operative confirms that it will be entirely responsible for all of its corporate and personal tax returns where appropriate. Accordingly, the Company should settle all invoices rendered including VAT where appropriate in respect of the Services on a gross basis. The Freelance Operative warrants that it alone will be responsible for the appropriate engagement of its employees, substitutes or suppliers and will indemnify the Company against any and all PAYE tax or National Insurance Contributions HMRC consider due from the Freelance Operative in respect of this specific engagement.
12. The Freelance Operative may engage and provide whichever additional Operatives it considers appropriate to undertake the provision of the Services. The Freelance Operative agrees that it is able to provide the Services to the standards and requirements of the agreement between the Company and the Client. For avoidance of doubt, this clause shall relate to the ability of the Freelance Operative to work without supervision, direction or control as to the manner in which the services are provided.
13. The Freelance Operative agrees that it will ensure that it is responsible for its own or its substitutes tools and equipment (including their safety and security).
14. The Freelance Operative agrees that it is responsible for all travel and subsistence costs incurred in connection with the Services and shall not look to the Company to reimburse any such expenses.
15. The Company accepts legal risk in relation to public liability and will accordingly maintain necessary insurances during its performance of the Services. The Company confirms that the freelance operatives will be covered by the Companies public liability and personal accident policies whilst providing their services under the terms of this contract.
16. The Company may deduct from any payment(s) due to the Freelance Operative any costs which may be incurred as a result of the Freelance Operative or substitute being found responsible for damage to property or persons during its performance of the Services or damage to property or persons caused by any substitute appointed by the Freelance Operative pursuant to clause 12.
17. The Freelance Operative agrees that it will ensure all of its staff and its suppliers, or any substitute appointed by the Freelance Operative shall comply with all applicable health and safety and location security policies when attending the locations where the Services are being performed. It may be necessary for health and safety or site security reasons for the Freelance Operative or its substitute, sub-contractor, employee, agent or representative to carry identification which shows it as being engaged by the Company.
18. This contract may be terminated by either party without notice at any time and without reason.
19. As this agreement is a business to business agreement the Freelance Operative agrees that it shall not at any time make any claim for any entitlement to holiday pay, sick pay or any other payment in respect of the Freelance Operatives absence from work.
20. The ability of the Company to pay the Freelance Operative in respect of the Services is contingent upon the Company first being paid by its Client.
21. For the purposes of data protection, the Freelance Operative understands and agrees that the Company process personal data in line with its data protection policy, privacy notice and with respect to its legal and contractual obligations to its customers, including, where appropriate, sensitive data of which the Company, Subcontractor, any substitute it appoints pursuant to clause 12, or any of its employees, sub-contractors, agents or representatives are the subject and the Freelance Operative shall obtain such agreement in respect of any substitute or Freelance Operative it provides to perform the services in its stead.
22. For the avoidance of doubt, the Company shall be required to seek the Freelance Operatives consent in respect of data processing activities in circumstances in which consent is the lawful basis of the particular processing activity pursuant to article 6 of the General Data Protection Regulation (GDPR). The Freelance Operative understands and agrees that the Company shall not be obliged to seek the its consent in respect of processing activities in which the Company relies on an alternative lawful basis pursuant to article 6 GDPR.
23. The Freelance Operative undertakes to comply with the requirements of the Modern Slavery Act 2015. The Freelance Operative shall notify the Company if it is subject to an investigation relating to any potential Modern Slavery Act 2015 offence(s). The Freelance Operative warrants that any substitute it supplies to the Company pursuant to clause 12 or any of its employees, sub-contractors, agents or representatives shall be under like obligations.
24. This contract replaces all prior or contemporaneous written contracts and understandings with respect to the subject matter of this contract.
25. The Freelance Operative agrees that it has read and understood this contract and has raised any concerns or queries with the Company regarding its content prior to signing below.
26. Failure by either party to enforce or apply any of the rights applicable under the terms of this contract shall not imply acceptance of any breach of contract and both parties shall retain the right to enforce and apply the terms of the contract at any time in the future.
27. This contract shall be governed by and construed in accordance with the laws of England, Wales and Scotland.