CONTRACT TERMS BETWEEN CUSTOMER AND CONSULTANT

NOTE TO CUSTOMER – PLEASE READ CAREFULLY AS THIS IS A LEGALLY BINDING DOCUMENT.

Upon payment and acceptance of these terms, you will be entering into a contract with the Consultant directly for the provision of the Services as detailed in the Portal. Your contract is with the CONSULTANT and not TCS. TCS accepts no responsibility for the acts or omissions of the Consultant and acts as an intermediary and introducer to the Consultant.

AGREED TERMS

1. Interpretation
   • The following definitions and rules of interpretation apply in this agreement (unless the context requires otherwise).
   • 1.1 Definitions:
   • 1 Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
   • 2 Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
   • 3 Commencement Date: the date of payment by the Client through the Portal.
   • 4 Client Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of the Client or its or their customers and business contacts, and any equipment, keys, hardware or software provided for the Consultant's use by the Client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Consultant on the Client or the Consultant's computer systems or other electronic equipment during the Engagement.
   • 5 Consultant: he consultant that will be providing the Services under the terms of this agreement to the Client, details of whom are displayed to the Client and selected by the Client within the Portal for whom the Client has paid for the Services of within the Portal or by other means employed from time to time.
   • 6 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, clients, suppliers, products, affairs and finances of the Client for the time being confidential to the Client and trade secrets including, without limitation, technical data and know-how relating to the Business of the Client or any of its suppliers, customers, clients, agents, distributors, shareholders, management or business contacts, including (but not limited to) information that the Consultant creates, develops, receives or obtains in connection with their Engagement, whether or not such information (if in anything other than oral form) is marked confidential.
   • 7 Deliverable: any outputs of the Services and any other documents or materials provided by the Consultant to the Client as specified in the description of the Services set out in the Portal at the point of payment and as provided by the Portal/TCS as receipt of payment and any other documents and materials provided by the Consultant to the Client in relation to the Services (excluding the Consultant's equipment).
   • 8 Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
   • 9 Engagement: the engagement of the Consultant by the Client on the terms of this agreement.
   • 10 Insurance Policies: commercial general liability insurance cover, professional indemnity and public liability insurance cover.
   • 11 Intellectual Property Rights:patents, rights to Inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
   • 12 Invention: any invention, idea, discovery, development, improvement or innovation made by the Consultant in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.
   • 13 Portal: the online portal operated by TCS which assists customers with their compliance with data protection legislation in the UK and provides introductions to consultants to provide their services and upon which these terms are displayed for acceptance by the Client.
   • 14 Services: the services provided by the Consultant in a consultancy capacity for the Client either
   • 14 a) as more particularly described in the description of the Services in the Portal and contained on the payment receipt provided by TCS; or
   • 14 b) as may be agreed following the Client clicking a link to contact a Consultant; or
   • 14 c) as scoped between TCS, the Consultant and/or the Client from time to time.
   • 15 TCS: The Compliance Space Ltd incorporated and registered in England and Wales with company number 11789736 whose registered office is at 113 Canalside, Redhill, Surrey, RH1 2FH who is the owner and operator of the Portal.
   • 16 Termination Date: the date of termination of this agreement, howsoever arising.
   • 17 Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Consultant in the provision of the Services.
   • 1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.
   • 1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
   • 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2. Term of engagement
   • 2.1 The Client shall engage the Consultant and the Consultant shall provide the Services on the terms of this agreement.
   • 2.2 The Engagement shall commence on the Commencement Date and shall continue unless and until terminated:
   • as provided by the terms of this agreement; or
   • by either party giving to the other not less than 4 weeks' prior written notice.

3. Duties and obligations
   • 3.1 During the Engagement the Consultant shall:
     • provide the Services, including any Deliverables, with all due care, skill and ability and use their best endeavours to promote the interests of the Client;
     • where consulting time has been purchased, unless prevented by ill health or accident, devote such time in the carrying out of the Services as was purchased.
   • 3.2 If the Consultant is unable to provide the Services due to illness or injury, they shall advise the Client of that fact as soon as reasonably practicable.
   • 3.3 The Consultant shall use reasonable endeavours to ensure that they are available at all times on reasonable notice to provide such assistance or information as the Client may require.
   • 3.4 Unless they have been specifically authorised to do so by the Client in writing, the Consultant shall not:
     • have any authority to incur any expenditure in the name of or for the account of the Client; or
     • hold themselves out as having authority to bind the Client.
   • 3.5 The Consultant shall comply with all reasonable standards of safety and comply with the Client's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.
   • 3.6 The Consultant may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:
     • the Client will not be liable to bear the cost of such functions; and
     • at the Client's request the third party shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.
   • 3.7 The Consultant shall:
     • comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
     • promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultant in connection with the performance of this agreement;
     • ensure that all persons associated with the Consultant or other persons who are performing services in connection with this agreement comply with this 3.7.
   • 3.8 Failure to comply with 3.7 may result in the immediate termination of this agreement.
   • 3.9 The Consultant shall:
     • (a) not engage in any activity, practice or conduct which would constitute either:
     • (i) a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or
     • (ii) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;
     • (b) promptly report to the Client any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017 or any suspected tax evasion offences or facilitation of tax evasion offences, whether under UK law or under the law of any foreign country, in connection with the performance of this agreement;
     • (c) ensure that all persons associated with the Consultant or other persons who are performing services in connection with this agreement comply with this 3.9.
   • 3.10 Failure to comply with 3.9 may result in the immediate termination of this agreement.
4. Fees
   • 4.1 the Client shall pay for the Services via the Portal or through TCS and upon payment, TCS shall provide the payment for the Services to the Consultant.
   • 4.2 TCS shall provide the Client with a proof of payment/receipt.
   • 4.3 Notwithstanding that, any fees are paid within the Portal or to TCS, it is the absolute responsibility of the Consultant to provide the Services on the terms of this agreement. TCS and the Portal are there to facilitate ease of introductions and payment for Services between clients and customers. TCS does not accept any liability for the actions or inactions of the Consultant.
   • 4.4 The fees for the Services are as set out in the Portal and as selected by the Client. The Client should read carefully the description of the Service before agreeing to purchase. The Consultant is only obliged to provide the Service(s) purchased by the Client.
   • 4.5 The Client will be liable for any additional fees where the Client requests services which were not purchased at the time of payment within the Portal. It is essential that the Client and Consultant agree the costs, payment terms and scope of any additional services to be provided.
5. Confidential information
   • 5.1 The Consultant acknowledges that in the course of the Engagement they will have access to Confidential Information. The Consultant has therefore agreed to accept the restrictions in this 5.
   • 5.2 The Consultant shall not (except in the proper course of their duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
     • (a) any use or disclosure authorised by the Client or required by law; or
     • (b) any information which is already in, or comes into, the public domain otherwise than through the Consultant's unauthorised disclosure.
   • 5.3 At any stage during the Engagement, the Consultant will promptly on request return all and any Client Property in their possession to the Client.
   • 5.4 Nothing in this 5 shall prevent the Consultant or the Client (or any of its officers, employees, workers or agents) from:
     • (a) reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution; or
     • (b) doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority; or
     • (c) whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing); or
     • (d) complying with an order from a court or tribunal to disclose or give evidence; or
     • (e) making any other disclosure as required by law.
6. Data protection
   • 6.1 The Consultant and the Client acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and the Consultant is the processor.
   • 6.2 The Consultant and the Client will comply with the Data Protection Legislation.
   • 6.3 The Consultant shall, in relation to any Personal Data processed in connection with the Engagement:
     • (a) process that Personal Data only on written instructions of the Client;
     • (b) keep the Personal Data confidential;
     • (c) comply with the Client's reasonable instructions with respect to processing Personal Data;
     • (d) not transfer any Personal Data outside of the UK;
     • (e) notify the Client without undue delay on becoming aware of a Personal Data breach or communication which relates to the Client's or Consultant's compliance with the Data Protection Legislation;
     • (f) at the written request of the Client, delete or return Personal Data (and any copies of the same) to the Client on termination of the Engagement unless required by the Data Protection Legislation to store the Personal Data.

7. Intellectual property
   • 7.1 The Consultant hereby assigns to the Client all existing and future Intellectual Property Rights in the Works 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 Consultant holds legal title in these rights and inventions on trust for the Client.
   • 7.2 The Consultant undertakes:
     • (a) to notify to the Client in writing full details of any Inventions promptly on their creation;
     • (b) to keep details of all Inventions confidential;
     • (c) whenever requested to do so by the Client and in any event on the termination of the Engagement, promptly to deliver to the Client all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in their possession, custody or power;
     • (d) not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Client; and
     • (e) to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Client.
   • 7.3 The Consultant undertakes:
     • (a) they have not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;
     • (b) they are unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
     • (c) the use of the Works or the Intellectual Property Rights in the Works by the Client will not infringe the rights of any third party.
   • 7.4 The Consultant agrees to indemnify the Client and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Client, or for which the Client may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Consultant to the Client during the course of providing the Services. The Consultant shall maintain adequate liability insurance coverage and ensure that the Client's interest is noted on the policy, and shall supply a copy of the policy to the Client on request. The Client may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.
   • 7.5 The Consultant waives any moral rights in the Works to which they are now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes the Consultant's moral rights.
   • 7.6 The Consultant acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this agreement are due or may become due to the Consultant in respect of the performance of their obligations under this 7.
   • 7.7 The Consultant undertakes, at the expense of the Client, at any time either during or after the Engagement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Client, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Client and to defend the Client against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and the Inventions.
   • 7.8 The Consultant irrevocably appoints the Client to be their attorney in their name and on their behalf to execute documents, use the Consultant's name and do all things which are necessary or desirable for the Client to obtain for itself or its nominee the full benefit of this clause.

8. Insurance and liability – IMPORTANT, PLEASE READ CAREFULLY
   • 8.1 The Consultant may provide, during the course of the Engagement, advice and assistance in relation to Data Protection Legislation, compliance with it and best practice. It is however, advice and/or guidance and the Consultant cannot force the Client to follow such advice or implement it. Accordingly, the Consultant does not accept any liability for:
     • (a) Failure by the Client to follow such advice;
     • (b) The Client's failure to implement partly or at all, any recommendations or advice;
     • (c) The Client's failure to implement any recommendations or advice correctly or to follow any instructions or guidance;
     • (d) The Client's day to day compliance with the Data Protection Legislation including but not limited to losses by the Client of any personal data, cyber attacks, acts or omissions of the Client's workers or employees.
   • 8.2 The Consultant shall have liability for and shall indemnify the Client for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Consultant of the terms of this agreement including any negligent or reckless act, omission or default in the provision of the Services and shall accordingly maintain in force during the Engagement full and comprehensive Insurance Policies.
   • 8.3 The Consultant shall ensure that the Insurance Policies are taken out with reputable insurers.
   • 8.4 The Consultant shall comply with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if the Consultant is aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Consultant shall notify the Client without delay.

9. Termination
   • 9.1 Notwithstanding the provisions of 2.2, the Client may terminate the Engagement with immediate effect with no liability to make any further payment to the Consultant (other than in respect of amounts accrued before the Termination Date) if at any time the Consultant:
     • (a) commits any gross misconduct affecting the Business of the Client;
     • (b) commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Client;
     • (c) is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
     • (d) is in the reasonable opinion of the Board negligent or incompetent in the performance of the Services;
     • (e) is declared bankrupt or makes any arrangement with or for the benefit of their creditors or has a county court administration order made against them under the County Court Act 1984;
     • (f) dies or is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 21 days in any 52-week consecutive period;
     • (g) commits any fraud or dishonesty;
     • (h) commits any offence under the Bribery Act 2010; or
     • (i) commits a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017 or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.
   • 9.2 The rights of the Client under 9.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this agreement on the part of the Consultant as having brought the agreement to an end. Any delay by the Client in exercising its rights to terminate shall not constitute a waiver of these rights.

10. Obligations on termination
    • On the Termination Date the Consultant shall:
      • (a) immediately deliver to the Client all Client Property and original Confidential Information in their possession or under their control;
      • (b) subject to the Client's data retention guidelines, irretrievably delete any information relating to the Business of the Client stored on any magnetic or optical disk or memory (including but not limited to any Confidential Information) and all matter derived from such sources which is in their possession or under their control outside the premises of the Client. This obligation includes requiring any Substitute to delete such information where applicable. For the avoidance of doubt, the contact details of business contacts made during the Engagement are regarded as Confidential Information and, as such, must be deleted from personal social or professional networking accounts; and
      • (c) provide a signed statement that they have complied fully with their obligations under this 10, together with such evidence of compliance as the Client may reasonably request.

11. Status
    • 11.1 The relationship of the Consultant to the Client will be that of independent contractor and nothing in this agreement shall render them an employee, worker, agent or partner of the Client and the Consultant shall not hold themselves out as such.
    • 11.2 This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultant shall be fully responsible for and shall indemnify the Client for and in respect of:
      • (a) 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 the performance of the Services, where the recovery is not prohibited by law. The Consultant shall further indemnify the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and
      • (b) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Consultant or any Substitute against the Client arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Client.
    • 11.3 The Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Consultant.

12. Entire agreement
    • 12.1 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.
    • 12.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
    • 12.3 Each party agrees that it shall have no claim for innocent or negligent based on any statement in this agreement.

13. Variation
    • No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14. Third party rights
    • 14.1 TCS shall be able to rely upon this agreement with respect to having no liability to the Client and the Client's acceptance of such terms within this agreement.
    • 14.2 Except as expressly provided elsewhere in this agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
    • 14.3 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.

15. Governing law
    • This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

16. Jurisdiction
    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).