GENERAL

1 The Freelance Operative, who is in business on his own account as an independent construction industry operative, agrees to provide Construction Industry Services (“The Works”) to the Contractor and will do so in accordance with the provisions of this Contract for Services (“the Contract for Services”).

2 The Works will be, from time to time as agreed between the Parties, such Construction Industry Services as are required by the Contractor to be performed by the Freelance Operative in respect of a particular project for a particular client of the Contractor (“Project”).

3 This Contract for Service shall therefore constitute a framework agreement in respect of any Project that may be undertaken by the Contractor from time to time in respect of which the Freelance Operative is engaged to provide the Works.

4 The Contract for Services will commence on (SPECIFY DATE) and shall continue unless and until terminated as provided by the terms of this agreement.

5 The Freelance Operative will have total flexibility and control on how the Works will be undertaken, save that he shall comply with any agreed deadlines in respect of particular Projects and he will, or will ensure that his substitutes will, observe all applicable Health and Safety legislation and the particular health and safety requirements of the Contractor and/or its client(s) that are in force from time to time. This includes his, or his substitutes, obligation to report to the Contractor any unsafe working conditions or practices according to such legislation and/or requirements. The Freelance Operative will work in a professional and workman-like manner at all times.

6 The Freelance Operative shall comply with all applicable laws, regulations and sanctions, and any particular rules of the Contractor and/or its client(s), relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.

7 The Freelance Operative shall not during, or after, the Contract for Services disclose to any third party any confidential information relating to the Contractor, including but not limited to the business, clients, affairs and finances of the Contractor.

8 The Freelance Operative is not required to seek permission from the Contractor to leave site at any time, but may only do so if it is reasonably safe to do so and having ensured the safety of the part of the site where he has been working, and must in all cases notify the relevant agent of the Contractor onsite and comply with whatever procedure or monitoring system the Contractor uses onsite to monitor attendance, whether or not in relation to Health and Safety legislation and other site requirements of the Contractor and/or the Contractor’s client(s).

9 If the Freelance Operative is unable to provide the Works due to illness or injury, he shall advise the Contractor of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable to the Freelance Operative in respect of any period during which the Works are not provided.

10 The Freelance Operative may send a suitably qualified and skilled substitute to perform the Works. Notice of the identity of this substitute must be given to the Contractor for the purpose of complying with Health and Safety legislation and the Contractor’s or the Contractor’s client’s Health and Safety obligations and requirements. The Contractor will have no contractual or financial relationship with the substitute.

11 Unless the Freelance Operative has been specifically authorised to do so by the Contractor in writing, he shall not:

a. have any authority to incur any expenditure in the name of or for the account of the Contractor;

b. hold himself out as having authority to bind the Contractor; or

c. enter or seek to enter into any contract or other arrangement on behalf of the Contractor.

12 Each offer by the Contractor to the Freelance Operative to provide particular Works in respect of a particular Project, once accepted by the Freelance Operative, shall be treated as an entirely separate and severable engagement (“Engagement”). The terms of this Contract for Services, as aforementioned, shall apply to each Engagement. Every Engagement shall be between “Harlequin” and the “Freelance Operative” and shall be subject to the terms of this Contract for Services. The fact that the Contractor and the Freelance Operative have entered into an Engagement concerning a particular Project does not guarantee any offer of any further Engagement by the Contractor, nor does it constitute or imply the acceptance by the Freelance Operative of any offer

13 The Freelance Operative’s fee for the Works in respect of a Project shall be agreed between the Contractor and Freelance Operative at the outset of an Engagement.

14 The Parties hereby recognise and acknowledge that the Freelance Operative may be held to be a “worker” for the sole purpose of the Working Time Regulations 1998 (“the WTR”), notwithstanding the Freelance Operative’s status as an independent contractor in business on his own account for tax and other employment law purposes. The Parties therefore agree and, for the avoidance of doubt the Freelance Operative hereby acknowledges, that the Freelance Operative’s fee for the Works, whether expressed as a weekly or a daily rate or otherwise, include(s) a rolled up element of holiday pay, being a percentage of the gross value of the fee for the Works and the payment of such a rolled up rate shall go towards discharging the Contractor’s obligation under the WTR. For the further avoidance of doubt, any entitlement on the part of the Freelance Operative to paid holidays under the WTR shall include all public, statutory or bank holidays (“public holiday days”) and such public holiday days shall not be in addition to the Freelance Operative’s entitlement under the WTR. However, the Freelance operative confirms that he has been given the opportunity to provide his services to the Contractor as though employed or as self-employed. The Freelance operative has chosen to be self-employed and not a worker-due to the financial advantages and benefits that this form of self-employment provides. The Freelance Operative understands that he will not have the rights enjoyed by an employee or a worker. These retention monies can be paid once every 4 weeks or when the operative is not providing services to the Contractor in the course of an Engagement. Should the Contract for Services be terminated then the operative should apply in writing for the retention monies to be paid to him/her by the company.

15 In view of the above clause 14, and the risk that the Freelance Operative may be held to be a “worker”, the Freelance Operative warrants that he has the right to work in the UK and will provide the Contractor with such documentary evidence of this as the Contractor shall reasonably request.

16 The Freelance Operative shall register with HMRC in respect of any Engagement, and agrees that the Company shall apply deductions in accordance with the CIS. The Freelance Operative shall provide the Company with his NI number and UTR for this purpose

17 The Freelance Operative shall be under no obligation to accept a particular Engagement, if offered, and the Contractor shall be under no obligation to offer a particular, or any, Engagement. Engagements will typically be notified on notice-boards on site (and sometimes on Gumtree), for which the Freelance Operative may apply, though there is no guarantee such Engagements will be offered to the Freelance Operative upon such application.

18 The Freelance Operative is free to use his own materials, plant, tools and equipment, provided that they are in reasonable condition and compliant with applicable health and safety legislation and any other health and safety requirements of the Contractor or its client(s). The Parties acknowledge, however, that there may be times where such materials, plant, tools and equipment shall be provided by the Contractor and/or its client(s), where they can be sourced and supplied more economically by the Contractor or the Contractor’s main client, for health and safety compliance reasons affecting the Contractor and/or the Contractor’s client(s) making it (i) desirable, and/or, (ii) a contractual requirement under a superior or main contract, and/or, (iii) legally and/or commercially imperative (including, but not limited to, for insurance purposes) that such materials, plant and equipment are provided by the Contractor or the main client, and the Contractor may require the Freelance Operative in such circumstances to use such materials, plant, tools and equipment.

19 The Freelance Operative is responsible for managing execution of the Works, including deploying suitable personnel or substitutes

FINANCIAL RISK

20 Defective work by the Freelance Operative, his substitutes or hired assistants will be corrected by the Freelance Operative at his own cost and in his own time, at times reasonably convenient to the Contractor. The Contractor reserves the right not to pay the Freelance Operative’s fee in respect of such part of the Works, if such defective work is not rectified to a reasonable standard and within a reasonable time. The Parties agree that the Contractor shall be entitled to withhold 8% of the relevant fee owing to the Freelance Operative, pursuant to an invoice properly raised and delivered to the Contractor by the Freelance Operative (“Withheld Sum”), to be set off against the cost of repairing any defective work by the Freelance Operative in respect of the Engagement to which that invoice relates. The Contractor shall only be liable to pay to the Freelance Operative such of the Withheld Sum relating to any invoice delivered to it by the Freelance Operative as remains after the costs of repairing the defective work by the Freelance Operative, regarding the Engagement in question, have been deducted. If there is no such defective work at the end of the Engagement by the Freelance Operative, any Withheld Sum shall be paid to the Freelance Operative, at his request, within a reasonable time.

21 The Freelance Operative will not be entitled to receive payment for cancelled Works or where a site is closed due to inclement weather or any other reason.

22 The Contract for Services can be immediately terminated, without notice, by either Party for whatever reason with no liability on the Freelance Operative to carry out further Works and no liability on the Contractor to make further payment to the Freelance Operative (other than in respect of amounts accrued in respect of Works completed before termination). Notwithstanding the foregoing, on termination of the Contract for Services, the Freelance Operative must have ensured the safety of any part of any site (including any materials, plant, tools and equipment) on which he was carrying out Works and must return forthwith and in reasonable condition any property belonging to the Contractor.

23 The Freelance Operative acknowledges the volatility of the Construction Industry and accepts that there is the increased financial risk or bad debt in the Construction Industry when operating as an independent Freelance Operative on his own account.

24 The Contractor is not obliged to offer Engagements to the Freelance Operative nor is the Freelance Operative obliged to accept any Engagement offered. The Freelance Operative is not obliged to make his services available. Specifically, both parties accept that they do not wish to create or imply any mutuality of obligations whatsoever, at any time, either during or in between any Engagement or at any other time.

25 The Freelance Operative will be responsible for bearing his own expenses, including but not limited to, transport costs, the costs of the acquisition and maintenance of appropriate hand tools, and the expenses of an accountant, business stationery and any other incidentals of being in business on his own account.

26 Where for operational reasons the Contractor at his own discretion provides transport facilities to the Freelance Operative, the Contractor, shall either on notice to the Freelance Operative charge a reasonable sum for the transport facilities provided, or shall be entitled to deduct such reasonable charge from the fee for the Works (if such transport facilities have not already been taken into consideration when the fee for the Works was agreed) .

27 The Freelance Operative will be responsible for providing safety equipment for his own personal safety, provided that the equipment is in reasonable condition and compliant with applicable health and safety legislation and any other health and safety requirements of the Contractor or its client(s). The Parties acknowledge, however, that there may be times where such items can be supplied more economically and/or more effectively provided by the Contractor and/or its clients(s), and the Contractor may require the Freelance Operative in such circumstances to use such safety equipment in accordance with health and safety legislation and any other health and safety requirements of the Contractor of its client(s). Unless otherwise agreed between the Parties, any charge to the Freelance Operative for the provision of such personal safety equipment provided to him shall be taken into account when the fee for the Works is negotiated by the Parties.

28 The Freelance Operative will be liable for the reasonable costs of the repair or replacement of any property, plant, equipment or materials belonging to the Contractor or any client of the Contractor that he damages and such costs may be deducted from monies owed by the Contractor to the Freelance Operative for the Works.

FREEDOM OF THE FREELANCE OPERATIVE TO UNDERTAKE OTHER WORKS

29 Nothing in this Contract for Services shall prevent the Freelance Operative from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation at any time either, before, after, or concurrently with any Engagement.

30 The Contractor acknowledges and agrees that he does not have first call on the services of the Freelance Operative and cannot require the Freelance Operative to give the Contractor any priority over another contractor.

31 The Freelance Operative may advertise the provision of his services in any way he sees fit and the Contractor shall not raise any objections.

32 The Freelance Operative may use his own business name and may sign-write his own vehicle and equipment with his own business name in any way he sees fit during the course of the performance of the Works. The Contractor shall not be entitled to raise any objection to such use by the Freelance Operative.

TAXATION AND NATIONAL INSURANCE

33 The Freelance Operative agrees that, as an independent person in business on his own account he is responsible for his own tax and national insurance. Without prejudice to the forgoing, the Contractor shall deduct such tax and national insurance as may be stipulated from the fee for the Works otherwise payable to the Freelance Operative, pursuant to the Contractor’s obligations and Inland Revenue requirements under the Construction Industry Scheme.

34 The Freelance Operative shall not engage in any activity, practice or conduct which would constitute either:

a. a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or

b. a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.

BUSINESS ORGANISATION

35 The Freelance Operative will prepare invoices or timesheets for all Works undertaken at the end of each Engagement or at intervals agreed with the Contractor during an Engagement. Where the Contractor is willing to provide secretarial or administration assistance to the Freelance Operative in respect of invoicing, a financial deduction, to be agreed in writing between the Parties, will be made by the Contractor or otherwise taken into account for the purposes of agreeing the Freelance Operative’s fee for the Works.

36 The Freelance Operative will at all times represent himself as an independent Freelance Operative and will in no circumstances represent himself or hold himself out as a servant or employee of the Contractor. The Freelance Operative hereby acknowledges he is in business on his own account and is not part and parcel of the Contractor’s business.

STATUS

37 The Parties agree and acknowledge that the relationship of the Freelance Operative to the Contractor during any Engagement or otherwise will be that of independent contractor and nothing in this agreement shall render him an employee, worker, agent or partner of the Contractor and the Freelance Operative shall not hold himself out as such.

38 This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Freelance Operative shall be fully responsible for and shall indemnify the Contractor 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 Works, where the recovery is not prohibited by law. The Freelance Operative shall further indemnify the Contractor against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Contractor in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the Contractor’s negligence or wilful default; 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 Freelance Operative or any substitute against the Contractor arising out of or in connection with the provision of the Works, except where such claim is as a result of any act or omission of the Contractor.

39 The Contractor may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Freelance Operative.

DATA PROTECTION

40 The Contractor will collect and process information relating to the Freelance Operative in accordance with the Contractor’s privacy notice in force from time to time.

41 The Contractor and the Client will comply with any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.

LEGAL ADVICE AND OTHER MATTERS

42 The Parties hereby acknowledge that they have had an opportunity to take independent legal advice before signing this Contract for Services.

43 The Parties acknowledge that this Contract for Services is based on a standard contract used commonly in the Construction Industry. However, each clause has been considered on its own merits and the Parties intend and agree that their legal relationship is governed by this Contract for Services.

44 The Parties acknowledge that the Contract for Services governs each separate Engagement.

45 It will be the responsibility of the Freelance Operative to supply the Contractor with a valid CITB registration number. Where a number is not provided by the Freelance Operative, the Contractor will deduct a levy of 1.5% from the Freelance Operative’s measured or lump-sum Works, however, upon receipt of a valid CITB number monies will be repaid by the Contractor.

46 The Freelance Operative shall have personal liability for and shall indemnify the Contractor for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Freelance Operative or a substitute engaged by the Freelance Operative of the terms of this agreement including any negligent or reckless act, omission or default in the provision of the Works during this Contract for Services.

GOVERNING LAW AND JURISDICTION

47 Where the Works are performed in England and Wales, the validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties hereby submit. Where the Works are performed in Northern Ireland, the validity, construction and performance of this Agreement shall be governed by English law as applied in Northern Ireland and shall be subject to the exclusive jurisdiction of the courts in Northern Ireland to which the Parties hereby submit. Where the Works are performed in Scotland, the validity, construction and performance of this Agreement shall be governed by Scottish law and shall be subject to the exclusive jurisdiction of the Scottish courts to which the Parties hereby submit.

INVALID CLAUSES OR PROVISIONS

48 If any provision or part of this Agreement is held to be invalid, amendments to this Agreement may be made by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the provision and the other provisions of this Agreement to the extent permissible under applicable law.

INTERPRETATION

49 In this Agreement (a) the headings are used for convenience only and shall not affect its interpretation; and (b) where the context so admits or requires, words importing the singular shall include the plural and vice versa and words importing the masculine shall import the feminine and the neuter.

By signing this contract the Parties agree and intend to be bound by the foregoing Contract for Services (Clauses 1 – [51]).

The Freelance Operative confirms that he has read this contract and it has been fully explained to him. He was also given the opportunity to question the “Harlequin” representative and or seek independent legal or trade union advice. The Freelance Operative was also given the opportunity to take the contract away to an interpreter to ensure that it can be fully explained to him in his native language, with regard to any part of the contract that he did not fully understand.