SCHEDULE

AGREED TERMS

1.Interpretation

1.1 The definitions and rules of interpretation in this clause apply to this agreement.
Assignment: the temporary services to be carried out by the Consultant for the Client, as more particularly described in clause 3 and in the Assignment Details.
Assignment Details: written confirmation of the detail of a particular Assignment to be given to the Consultant on acceptance of that Assignment, found on the Company’s mobile phone application.
Business Day: a day other than a Saturday, Sunday or public holiday when banks in London are open for business.
Client: a person, firm, partnership, company or Group company (as the case may be) to whom the Consultant is Introduced or supplied.
Conduct Regulations 2003: the Conduct of Employment Agencies and Employment Business Regulations 2003 (SI 2003/3319).
Confidential Information: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Client, the Employment Business or any Group company for the time being confidential to the Client, the Employment Business or any Group company and trade secrets including, without limitation, technical data and know-how relating to the business of the Client or the Employment Business or of any Group company or any of its or their suppliers, customers, agents, distributors, shareholders, management or business contacts, including in particular (by way of illustration only and without limitation) information that the Consultant creates, develops, receives or obtains in connection with the Assignment, whether or not such information (if in anything other than oral form) is marked confidential.
Consultant: a contractor Introduced and supplied by the Employment Business to the Client to provide services to the Client not as an employee of the Client, who is deemed to be a self-employed contractor for the purposes of this agreement.
Demand: any action, award, claim or other legal recourse, complaint, cost, debt, demand, expense, fine, liability, loss,outgoing, penalty or proceeding.
Group: in relation to a company, that company, each and any subsidiary or holding company from time to time and each and any subsidiary from time to time of a holding company of that company.
Holding company: has the meaning given in clause 1.5.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade-marks, 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.
Introduce: the provision to the Client of information by the Employment Business (this can be by way of a curriculum vitae or in such format as the Client may from time to time require) which identifies the Consultant and Introduction and Introduced shall be construed accordingly.
Liability: means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to this agreement or otherwise.
Nominated Person: means the person named in the Schedule, or any other person approved by us under clause 7.
Personnel: means, in respect of a party, any of its employees, consultants, suppliers, subcontractors or agents and in respect of you includes your invitees (including any Nominated Person) to the location of the Services but excludes us and our personnel.
Platform means the mobile phone or computer application provided by the Company to you for the purpose of managing the Services.
Rate of Pay: the rate of pay that will be paid to the Consultant. Such rate will be paid for each hour worked during an Assignment (to the nearest quarter hour) in arrears, subject to any deductions that the Employment Business is required to make by law and to any deductions that the Consultant has specifically agreed can be made. All sums paid by the Employment Business to the Consultant shall be inclusive of VAT where applicable.
Agreed Assignment Information: shall have the meaning set out at clause 3.5.
Required Insurances: shall mean any insurance you are required to hold and maintain by law in order for you to provide the Services (including but not limited to vehicle, and food and hire and reward for food delivery insurance).
Services: shall mean all activities, work or services to be performed by the Consultant under this agreement, as further particularised in the Assignment Details, and includes any other activities, work or services not particularised in the Assignment Details or this agreement that are otherwise reasonable, necessary or incidental to the proper performance of an Assignment.
Subsidiary: has the meaning given in clause 1.5.
Vulnerable Person: shall have the meaning set out in regulation 2 of the Conduct Regulations 2003.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)

1.3 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee) by way of security or in connection with the taking of security, or (b) its nominee. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

1.6 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

1.7 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.8 A reference to writing or written includes email.

1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.10 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

1.11 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.12 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.The agreement

2.1The first Assignment will commence on the date notified to the Consultant in accordance with clause 3.5 below. The Employment Business will also notify the Consultant of the start date of any subsequent Assignment.

2.2 For the avoidance of doubt, this agreement constitutes a contract for services and not a contract of employment between the Employment Business and the Consultant or the Consultant and the Client. The Consultant is not an employee and this means that the Consultant does not have the same terms and conditions, protections, or obligations as someone who works as an employee.

2.3 For the purposes of the Conduct Regulations 2003, the Employment Business acts as an Employment Business in relation to the Introduction and supply of the Consultants to the Client.

2.4 The Consultant is experienced in the Services and shall not be subject to any right of supervision, direction or control over the manner in which the Services are provided except as may reasonably be required.

3.Assignments

3.1 The Employment Business will endeavour to obtain suitable Assignments for the Consultant to include (but not be limited to):
(a)F&B services - servers, waitstaff and greeters;
(b)Courier services – delivering food and alcohol to the Clients;
(c)Retail services – sales staff, promotional and roadshow staff, inventory and warehousing; and
(d)Other services including delivery, driving and telemarketing.

3.2 The Employment Business is not obliged to offer an Assignment to the Consultant and the Consultant shall not be obliged to accept any Assignment offered by the Employment Business.

3.3 The Consultant acknowledges that the nature of temporary work means that there may be periods when no suitable work is available. The Consultant agrees that suitability of an Assignment shall be determined solely by the Employment Business and that the Employment Business shall incur no liability to the Consultant should it fail to offer any Assignments.

3.4 Nothing in this agreement creates an exclusive relationship between the Employment Business and the Consultant, and the Employment Business may, at any time, enter into arrangements with any other individual or entity to receive the same or similar services as the Services.

3.5Except as provided below, at the same time as an Assignment is offered to the Consultant, the Employment Business shall provide the Consultant with the following information (the Required Assignment Information):
(a)the identity of the Client, and if applicable the nature of its business;
(b)the date the Assignment is to commence and the duration or likely duration of the Assignment;
(c)the position which the Client seeks to fill, including the type of work the Consultant in that position would be requested to do, the location at which, and the days and hours during which, the Consultant would be required to work;
(d)the Rate of Pay and any expenses payable by or to the Consultant;
(e)any risks to health and safety known to the Client in relation to the Assignment and the steps the Client has taken to prevent or control such risks; and
(f)the experience, training, qualifications and any authorisation which the Client considers are necessary or which are required by law or a professional body for the Consultant to possess in order to work in the Assignment.

3.6 Where the Required Assignment Information is not given in paper form or by electronic means, the Employment Business shall confirm it in writing or electronically as soon as possible and in any event within ten Business Day of the date in which the Assignment was offered to the Consultant.

3.7 Unless the Consultant requests otherwise, clause 3.5 will not usually apply where the Consultant is being Introduced or supplied to the Client to work in the same position as one in which the Consultant has previously been supplied within the previous five Business Days and the Required Assignment Information (with the exception of the date or likely duration of the Assignment) is the same as that already given to the Consultant.

3.8 Subject to clause 3.7 and clause 3.9, where the Assignment is intended to last for five consecutive Business Days or less and the Required Assignment Information has previously been given to the Consultant and remains unchanged, the Employment Business shall provide written confirmation of the identity of the Client and the likely duration of the Assignment.

3.9 Where the provisions of clause 3.8 have been met but the Assignment extends beyond the intended five consecutive Business Day period, the Employment Business shall provide the remaining Required Assignment Information to the Consultant in paper or electronic form within ten Business Days of the start of the Assignment or by the end of the Assignment, if sooner.

4.Consultant's obligations

4.1 The Consultant is not obliged to accept any Assignment offered by the Employment Business. If the Consultant does accept an Assignment, the Consultant shall (and shall agree to ensure that any Personnel):
(a)provide their Unique Taxpayer Reference (UTR) code to the Employment Business on or before the Commencement Date, or within four weeks of this;
(b)agree to effect and maintain the Required Insurances and on request, agree to provide us with evidence sufficient to enable us to confirm your compliance with this clause;
(c)co-operate with the Client's reasonable instructions in the provision of the Services;
(d)observe any relevant rules and regulations of the Client's organisation (including the Services delivery time which you accepted on our Platform) of which the Consultant has been informed or of which the Consultant should be reasonably aware, in so far as they apply to independent contractors;
(e)co-operate with the Employment Business in the completion and renewal of all mandatory checks;
(f)ensure they are entitled to work in the UK without any additional approvals and will notify us immediately if the Consultant ceases to be so entitled during the Assignment;
(g)where the Assignment involves driving, hold a valid UK Driver’s Licence (which must state that the Consultant is A or A2 qualified) and hold a current and valid CBT motorcycle qualification;
(h)where the Assignment involves handling alcohol, have completed the Challenge 25 training and provide copies of this to the Employment Business and Client upon request. In addition, be aware of licencing requirements, and you should not hand over alcohol to someone who appears to be intoxicated;
(i)where the Assignment includes the delivery of food and alcohol, the Consultant must ensure that the food is transported in a way that protects it from contamination, maintain appropriate temperature control (such as using clean and well-maintained insulated bags or containers). The Consultant must also maintain good personal hygiene and be able to provide allergen information for the food they are delivering if asked;
(j)where the Assignment involves working with any Vulnerable Persons, or at the Clients request, provide the Employment Business or Client with copies of any relevant qualifications or authorisations including an up-to-date Disclosure and Barring Service certificate (not more than 6 months old at the proposed start date of the Assignment) and two references which are from persons who are not related to the Consultant;
(k)take all reasonable steps to safeguard their own health and safety and that of any other person who may be present or be affected by their actions on the Assignment and comply with the health and safety policies of the Client;
(l)be responsible for the costs of transport, appropriate tools to carry out the Services and the expense of any other incidentals related to the Consultant;
(m)not engage in any conduct detrimental to the interests of the Employment Business or the Client and shall remain professional and courteous to the Client and to their fellow workers;
(n)be liable to pay for the replacement/repair of any property or materials he or she damages;
(o)comply with the agreed working hours subject to any variation agreed between the Consultant and the Client;
(p)accept and complete all tasks provided by the Client or Employment Business during the working hours of the Assignment you have accepted. If you fail to complete some or all tasks assigned to you during the Assignment that you have accepted, or you fail to complete the shift or Assignment that you have accepted, you may be removed from our platform without any notice;
(q)where an Assignment requires you to provide food service or delivery, have adequate hire and reward insurance for food service or delivery, which the Employment Business or Client may ask for copies of;
(r)comply with all relevant statutes, laws, regulations and codes of practice from time to time in force in the performance of the Assignment and applicable to the Client's industry or business, including without limitation, any equal opportunities or non-harassment policies; and
(s)on completion of an Assignment or at any time when requested by the Client or Employment Business, return to the Client or where appropriate, the Employment Business, any Client property or items provided to the Consultant in connection with or for the purpose of the Assignment, including, but not limited to any equipment, materials, documents, swipe cards or ID cards, uniforms, personal protective equipment or clothing.

4.2 If the Consultant is unable for any reason to attend work during the course of an Assignment, they should first inform the Client and/or the Employment Business in accordance with clause 7 to enable alternative arrangements to be made.

4.3 If, either before or during the course of an Assignment, the Consultant becomes aware of any reason why they may not be suitable for an Assignment, they shall notify the Employment Business without delay.

4.4 The Consultant acknowledges that any breach of his/her obligations set out in this agreement may cause the Employment Business to suffer loss and that the Employment Business reserves the right to recover such losses from the Consultant.

5.Remuneration

5.1 Upon receipt of an invoice and/or subject to the Consultant submitting properly authorised time sheets in accordance with clause 8, the Employment Business shall pay the Rate of Pay to the Consultant. The Rate of Pay will be set out in the relevant Assignment Details for a particular Assignment.

5.2Payment for the Consultant’s performance of a Service shall be credited to the Cash Wallet (as defined in the Terms of Use of the YYCircle mobile application) on your registered account on the Platform upon verification of the successful completion of such Service. You may withdraw any sums from the Cash Wallet to your bank account via a direct bank transfers.

5.3The Consultant is not entitled to receive payment from the Employment Business or the Client for time not spent working on the Assignment, whether in respect of holidays, illness or absence for any other reason.

5.4You agree that if you find that you have been overpaid, that you will notify us without undue delay and:
(a)we may set-off or deduct from any monies payable to you under this agreement, any amount which you have been overpaid (whether under this agreement or otherwise); or
(b)you will repay any overpayment to us in full within 5 Business Days.

6.Time sheets

6.1 In this clause ‘Time sheets’ refer to the electronic attendance records on the Platform, where Consultants sign in and sign out to document the hours they have worked. These electronic time sheets are the official records submitted to the Employment Business for processing payment.

6.2 The Consultant has no normal hours of work and will be required to work the hours and days as required by the Assignment. The Consultant's hours and days of work will vary according to the needs of the Client. The Consultant will be notified of the hours and days they will be required to work in advance of accepting the Assignment (as specified in clause 3.5(c)).

6.3 At the end of each Assignment the Consultant shall deliver to the Client a completed time sheet via the Platform indicating the number of hours worked during the Assignment which shall be duly approved on the Platform by an authorised representative of the Client and delivered by the Client to us via the Platform.

6.4 Subject to clause 6.5, the Employment Business shall endeavour to pay the Consultant the next Business Day after completing an Assignment for all hours worked. For the avoidance of doubt, there will be no payments processed on weekends or public holidays by the Employment Business. For Assignments completed on public holidays or on weekends, payments will be made on the following Monday (or the next Business Day, if the Monday is a public holiday). In some cases payment may take longer than this, but the Employment Business will make reasonable efforts to process payments as soon as is reasonably practicable.

6.5 Where the Client fails to authorise a time sheet, any payment due to the Consultant may be delayed while the Employment Business investigates (in a timely fashion) what hours, if any, were worked by the Consultant. The Employment Business shall make no payment to the Consultant for hours not worked.

6.6 The Consultant acknowledges and accepts that it could be a criminal offence under the Fraud Act 2006 to falsify any time sheet, for example by claiming payment for hours that were not actually worked.

7.Unavailability for Work and Substitution

7.1 The Consultant agrees to provide the Services solely through the Nominated Person, unless otherwise agreed by the Parties through the Platform.

7.2 The Consultant agrees not to substitute the Nominated Person for any other person without notifying the Employment Busines through the Platform. Upon our notifying the Employment Business, the substituted person will become the Nominated Person for the purposes of this Agreement.

7.3 The Consultant agrees that any substitute must be an existing user of the Employment Business’ Platform, and have entered into a contract substantially in the same form as this agreement with the Employment Business. In the event that a substitute is appointed and such substitute confirms his appointment, the Employment Business shall remove the Consultant’s registration for the relevant Service and register the substitute for the relevant Service (or remainder thereof), and the Consultant shall not be entitled to payment for the portion of the Services performed by the substitute.

7.4 Any appointment of a substitute will have to be agreed with the Employment Business no later than 48 hours prior to the date that the Consultant’s Services are required. If a substitute performs the Services without the agreement of the Employment Business, the Employment Business shall have the right to deem the Services not performed and neither the Consultant nor the substitute shall be entitled to payment for the portion of the Services performed by the substitute.

7.5 The Employment Business shall provide the Consultant with notifications of an Assignment 6 hours before, 3 hours before and 1 hour before the commencement and:
(a)If the Consultant (or any approved substitute) is unable to work for any reason, they must notify the Employment Business (and then the Client) of their absence as soon as possible, and no later than 24 hours before the start time of the Assignment.
(b)The Consultant shall be able to cancel an Assignment through the Employment Business’ mobile phone application.
(c)If the Consultant fails to attend a scheduled Assignment without at least a 24 hours prior notice, they may be contacted by a member of the Employment Business to discuss the reasons for their non-attendance. The Consultant may also be removed from our platform without notice.

7.6 The parties agree that all Assignment-related communications and attendance confirmations should be conducted through the Employment Business’ designated app, where possible, to ensure efficient and transparent management of Assignment scheduling and attendance.

7.7 The Consultant shall provide reasonable notice of any period of planned absence through the Employment Business’ Platform.

7.8 The Consultant is entitled to reject work and is not obligated to provide any Services or to accept any work offered by the Employment Business and/or Client at any time. For the avoidance of doubt, no fee shall be payable in respect of any period during which the Services are not provided.

7.9 Failure to notify the Employment Business in accordance with this clause will result in the Employment Business being entitled to remove you from our platform with no notice to you.

8.Termination

8.1 The Employment Business, the Client or the Consultant may terminate an Assignment at any time without prior notice or liability, save as set out in this agreement.

8.2 The Employment Business may, for any reason, terminate this agreement at any time with immediate effect without prior notice or liability.

8.3 The Consultant's failure to honestly respond to the Platform’s Services notification prompt shall affect their turn up rating on the Employment Business’ Platform.

8.4 If the Consultant is absent during the course of an Assignment and the Assignment has not otherwise been terminated, the Employment Business may be entitled to terminate the Assignment in accordance with clause 8.1 if the work to which the Consultant was assigned is no longer available.

8.5 If the Consultant does not report to the Employment Business to notify his/her availability for work for a period of 3 weeks, this agreement will automatically terminate.

9.Restrictive Covenants

9.1 The Consultant agrees (whether inadvertently, directly or indirectly), not to, during the Restraint Period and in the Restraint Area:
(a)induce or solicit or entice away (or attempt to solicit or entice away) the Employment Business or any Group company’s Personnel (who were Personnel at the date of termination or expiry of this agreement or within the 12 months prior), to leave their employment, agency or contractual arrangement with the Employment Business; or
(b)attempt, facilitate, counsel, procure or otherwise assist any person to do any acts referred to in this clause 9.1.

9.2 The Consultant agrees that, in consideration of this agreement:
(a)the terms of this clause 9 are reasonable given the nature of our business, are necessary to protect our legitimate business interests and do not unreasonably restrict your right to carry on your profession or trade;
(b)The Employment Business may seek legal remedies (including equitable remedies) for a breach of this clause 9; and
(c)on request, the Consultant agrees to provide the Employment Business with evidence sufficient to enable them to confirm the Consultant’s compliance with this clause 9.

9.3 For the purposes of this clause 9, Restraint Period means the Term, and 3 months after the Term.

9.4 For the purposes of this clause 9, Restraint Area means the metropolitan cities in which the Consultant supplied the Services.

9.5 This clause 9 will survive the expiry or termination of this Agreement.

10.Intellectual property rights

10.1The Consultant acknowledges that all Intellectual Property Rights deriving from services carried out by the Consultant for the Client during the Assignment shall belong to the Client. Accordingly, the Consultant shall execute all such documents and do all such acts as the Client shall from time to time require in order to give effect to the Client's rights pursuant to this clause.

11.Confidentiality

11.1In order to protect the confidentiality and trade secrets of the Employment Business and the Client, the Consultant agrees, subject to clause 11.2, not at any time:
(a)whether during or after an Assignment (unless expressly so authorised by the Client or the Employment Business as a necessary part of the performance of their duties), to disclose to any person or to make use of any of the trade secrets or the Confidential Information of the Client or the Employment Business; or
(b)to make any copy, abstract or summary of the whole or any part of any document or other material belonging to the Client or the Employment Business except when required to do so in the course of the Consultant's duties under an Assignment, in which circumstances such copy abstract or summary would belong to the Client or the Employment Business, as appropriate.

11.2The restriction in clause 11.1 does not apply to:
(a)any use or disclosure authorised by the Client or the Employment Business or as required by law, a court of competent jurisdiction or any governmental or regulatory authority;
(b)any information which is already in, or comes into, the public domain otherwise than through the Consultant's unauthorised disclosure; or
(c)any protected disclosure within the meaning of section 43A of the Employment Rights Act 1996.

11.3 At the end of each Assignment or on request the Consultant agrees to deliver up to the Client or the Employment Business (as directed) all documents (including copies), ID cards, swipe cards, equipment, passwords, pass codes and other materials belonging to the Client which are in its possession, including any data produced, maintained or stored on the Client's computer systems or other electronic equipment.

12.Data protection

12.1 The Employment Business and the Client and any other intermediary involved in supplying the services of the Consultant to the Client will collect and process information relating to the Consultant in accordance with the privacy notice which is available on our Platform.

12.2 The Consultant shall comply with the data protection policy of both the Employment Business and the Client when handling personal data including personal data relating to any employee, worker, contractor, customer, client, supplier or agent of the Employment Business or Client.

12.3 The Employment Business may terminate this agreement immediately by giving notice in writing to the Consultant if it reasonably considers that the Consultant has failed to comply with the data protection policy of the Employment Business or the Client or any of the policies listed in this clause.

13.Insurance and Liability

13.1 Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and the Client and hold us both harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:
(a)any property loss or damage, or personal injury or loss, arising from your supply of the Services;
(b)any breach of clauses 10, 11 and/or 12;
(c)you infringing the rights of any third party (including Intellectual Property Rights); or
(d)a claim that our or our Client’s use or enjoyment of any part of the Services infringes the rights of any third party (including Intellectual Property Rights).

13.2 No party may benefit from the limitations and exclusions set out in this clause in respect of any Liability arising from its deliberate default.

13.3 Nothing in this agreement limits any Liability which cannot legally be limited, including Liability for:
(a)death or personal injury caused by negligence;
(b)fraud or fraudulent misrepresentation;
(c)breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
(d)defective Goods and Services under the Consumer Protection Act 1987.

13.4 Subject to clauses 13.2 and 13.3, but to the maximum extent permitted by law:
(a)a party’s liability for any Liability under this agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other party.

13.5 This clause 13 will survive termination or expiry of this Agreement.

14.Warranties and indemnities

14.1 The Consultant warrants that:
(a)the information supplied to the Employment Business in any application documents is correct;
(b)the Consultant has the ability, training, qualifications and any authorisation which the Client considers are necessary or which are required by law or by any professional body for the Consultant to possess in order to perform the Assignment;
(c)the Consultant is not prevented by any other agreement, arrangement, restriction (including, without limitation, a restriction in favour of any employment agency, employment business or client) or any other reason, from fulfilling the Consultant's obligations under this agreement; and
(d)the Consultant has valid and subsisting leave to enter and remain in the United Kingdom for the duration of this agreement and is not (in relation to such leave) subject to any conditions which may preclude or have an adverse effect on the Assignment.

14.2 The Consultant shall indemnify and keep indemnified the Employment Business and the Client against all Demands (including legal and other professional fees and expenses) which the Employment Business or the Client may suffer, sustain, incur, pay or be put to arising from or in connection with:
(a)any failure by the Consultant to comply with its obligations under this agreement, including the requirement to provide the Employment Business their UTR as defined in clause 4.1(a);
(b)any negligent or fraudulent act or omission by the Consultant;
(c)the disclosure by the Consultant of any Confidential Information;
(d)any employment-related claim brought by the Consultant in connection with the Assignment;
(e)the infringement by the Consultant of the Client's or any Group company's Intellectual Property Rights; or
(f)any income tax, National Insurance and social security contributions 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 Consultant in respect of the Services pursuant to this agreement, where such recovery is not prohibited by law.

15.No partnership or agency

15.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

15.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

16.Entire agreement

16.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

16.3 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives). A written copy of the varied terms, including the date from which they take effect, shall be given to the Consultant no later than the fifth Business Day following the day on which the variation was agreed.

16.4 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

17.Third Party rights

17.1 No one other than a party to this agreement shall have any right to enforce any of its terms.

18.Notices

18.1 A notice given to a party under or in connection with this agreement shall be in writing and shall be:
(a)delivered by hand, email or by pre-paid first-class post or other next working day delivery service at the address given in this agreement or as otherwise notified in writing to the other party.

18.2 Unless proved otherwise, any such notice shall be deemed to have been received:
(a)if delivered by hand or email, at the time the notice is left at the address (or email address) given in this agreement or given to the addressee; or
(b)if sent by pre-paid first-class post or other next working day delivery service providing proof of delivery, at 9.00am on the second Business Day after posting.

18.3 If deemed receipt under clause 18.2 would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this clause 18.3, business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

18.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

19.Severance

19.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

19.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

20.Governing law

20.1 This agreement 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.

21.Jurisdiction

21.1 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 this agreement or its subject matter or formation.