Contractor Terms of Business

1 The Supplier shall

1.1 provide the Services promptly, efficiently & professionally using its own skill & expertise in good faith & with due care during the Contract Term, on the Contract Basis, at all times being responsible for payment of its own expenses whether or not classified as Expenses;

1.2 perform the Services as it considers appropriate, using its own equipment where suitable, subject only to the proper requirements of the Project; & abide by such rules & regulations of the Client or End User as are relevant to independent contractors & the Special Terms but not so that the Supplier's discretion in providing the Services is compromised;

1.3 promptly & without charge correct any defective works carried out by it provided that such defects are notified to the Supplier by Project Resource no later than the Warranty Date;

1.4 immediately report in writing to Project Resource any deficiency by the Client or End User in providing all information & facilities to the Supplier (including but not limited to health & safety) as are necessary to enable the Supplier to properly perform & deliver the Services;

1.5 unless the Project provides for payment at milestones or on deliverables, keep written records of project time spent & at the end of each week, have such records agreed & signed by a person authorised by the Client or End User, & promptly (no later than 6 weeks) thereafter submit the signed records to Project Resource with the Supplier's invoice calculated at the Rates plus VAT, where appropriate, together with any Expenses; if payment is at milestones or on deliverables, obtain written verification from the Client or End User that the milestone has been reached or deliverable made & submit such verification with the Supplier's invoice;

1.6 fully indemnify & keep indemnified Project Resource & the Client against any loss claim or damages including costs arising from (a) any breach of this agreement or any negligent or unlawful act or omission by the Supplier & if there is an Insurance Limit specified, maintain a professional indemnity insurance policy up to the Insurance Limit during the Insurance Period, & (b) any third party liability claim against Project Resource or the Client arising from any act or omission of the Supplier or the Representative & maintain insurance for that purpose up to the limit of £10 million, & (c) any claim by the Representative based upon an allegation that the Representative is an employee of Project Resource or the Client or End User, & provide to Project Resource evidence of insurance under (a) & (b) upon request;

1.7 be entitled to suspend the Services for any periods during which the Supplier is obliged to allow the Representative time off in order to comply with the Working Time Regulations 1998, provided that notice of time off for annual leave for the Representative shall first be given by the Supplier to Project Resource not less than 14 days prior to the relevant leave period.

2 The Supplier warrants that

2.1 an adequate description or scope of the Project has been, or shall promptly be, determined by the Supplier with the Client or End User &, by providing the Services, the Supplier has the specialist contemporary skills & expertise to meet the Project requirements & that it will at its own expense ensure, by training or otherwise, that any Representative is appropriately skilled for that purpose & shall undertake the work using the required standard of workmanship;

2.2 it has identified to Project Resource the person to be engaged by the Supplier for the purposes of performing this contract on its behalf as the Named Representative & that the Named Representative has been so engaged for a period of not less than the Contract Term or, in the case of a person other than the Named Representative, will be engaged for the relevant part of the Contract Term;

2.3 no person being a Representative has been convicted of, & no charge is pending for, any criminal offence that may reasonably affect Project Resource's decision to engage the Supplier or the Client's decision to allow the Supplier access to its site, systems, information or property for the purposes of supplying the Services;

2.4 the Project requirements do not oblige the Supplier or Representative to act under the control of the Client in any capacity;

2.5 it is authorised as agent on behalf of each Representative, to bind the Named Representative to this clause & any Representative to clauses 3, 6.3 & 6.5 but not further or otherwise & in accepting this agreement it agrees on behalf of the Named Representative during & after this agreement

(a) that if the Guarantee is applicable in the event of breach of this agreement by the Supplier the Named Representative shall, upon receipt of a written request by Project Resource, perform or discharge the obligations of the Supplier due under or arising from this agreement, &

(b) that the Named Representative will comply with this clause, &

(c) that the consideration for the agreement by the Named Representative in this clause & clause 3 is the agreement between the Parties;

2.6 it accepts that Project Resource is free to contract with the Client on any terms that it thinks fit in accordance with its own commercial practice.

3 The Supplier & the Representative shall not

3.1 during the Contract Term or thereafter for a period equivalent to the period of this agreement (but not being less than 3 months nor more than 12 months) either directly or indirectly (whether under a contract of services or contract for services or through any third party) provide any services to the Client or End User except by contract through Project Resource unless the Supplier shall first have paid to Project Resource a fee of 20% of the total remuneration including the value of benefits attributed by the Inland Revenue agreed to be paid or provided by the Client or End User for the relevant period of provision of such services (but not exceeding 12 months) plus VAT;

3.2 at any time divulge to any party or use for its/his own benefit any information capable of being confidential relating to the affairs, business or methods of Project Resource or the Client or End User or information received from Project Resource or the Client or End User except that which is in the public domain or is trivial or obvious or authorised to be released or required by Court Order to be disclosed;

3.3 discuss with the Client or End User the terms of this agreement except as strictly required for the Project or engage in work for any third party capable of being in conflict with the best interests of Project Resource, the Client or End User without having first given to Project Resource & the Client or End User notice of such conflict;

3.4 import any software onto electronic or computer systems of the Client or End User without the prior written consent of the Client or End User;

3.5 use any facilities provided to it by the Client or End User for any purpose other than is authorised by the Client or End User.

4 Payment: In accordance with the Payment Terms Project Resource shall pay the Supplier on invoices submitted by the Supplier pursuant to clause 1.5 only, save that Project Resource may as a set off deduct or withhold sums from payments due to the Supplier where Project Resource has suffered loss for which the Supplier is liable.  Supplier shall be responsible for conversion rates & transfer charges if payment is requested to be made in a foreign currency or by direct transfer to a non UK registered bank account.

5 The following provisions shall apply in relation to termination:

5.1 on or after the Commencement Date one party may terminate the agreement by giving notice to the other of not less than the relevant period of Notice if a period of Notice to Terminate is specified for that party,

5.2 this agreement shall terminate immediately

(a) if one party gives notice to that effect if the other becomes insolvent within the meaning of the Insolvency Act 1986 or any amendment thereto, or has a winding up order made against it or passes a resolution to wind up, or enters into any arrangement with its creditors, or passes a resolution to cease trading or actually ceases trading, or is in material breach of any of the terms of this agreement (material breach including failure to make payment of any invoice for more than 28 days after the due date in accordance with the Payment Terms) without prejudice to any claim arising from any such breach

(b) if Project Resource gives notice to the effect where (i) the Supplier fails to provide information requested prior to the Commencement Date within 10 working days of the Commencement Date or (ii) Project Resource form the opinion that the Supplier fails to provide a full & satisfactory service to the Client or End User

(c) if the Client Agreement is rejected by the Client prior to the Commencement Date or is terminated for any reason, & Project Resource shall promptly inform the Supplier of such termination

5.3 if in the sole opinion of Project Resource (which need not be reasonable) Project Resource considers that either the Client or the Supplier may not be able to or willing to perform its obligations to Project Resource, Project Resource may without prejudice to any other remedy available to it & without liability to the Supplier, either terminate or suspend this agreement at its sole discretion, in the case of suspension for such period as it considers appropriate but for not longer than 14 days; Project Resource shall promptly inform the Supplier of such termination or suspension;  the Supplier shall not be entitled to payment during any period of suspension

5.4 Subject only to earlier termination under clause 5, this agreement will terminate upon the earlier of the Estimated Date or the End Date, save that if the Project has not been completed by the Estimated Date termination shall be upon the date of actual conclusion of the Project, & the Supplier shall notify in each case as soon as is practicable of the likely date of conclusion & upon actual conclusion

5.5 Upon termination howsoever caused the Supplier shall, & shall procure that the Representative shall, deliver up to the Client or End User all materials, data or information in any format belonging respectively to the Client or End User in its or the Representative's possession.

6 It is also agreed that

6.1  the Supplier having agreed the Project with the Client or End User, Project resource shall not be liable for any loss or damages arising out of any misdescription of the Project or representation made by Project Resource, the Client or End User to the Supplier & which may have induced the Supplier to enter into this agreement.  Without prejudice to any other provision in this agreement the liability of Project Resource in any event shall be in respect of direct loss only & be limited to £1million except where statute provides that liability may not be limited;

6.2  where the Supplier's interests against the Client are protected by third party rights the Supplier shall not pursue any claim against Project Resource, which in any event shall not be liable for any loss claimed by the Supplier other than in respect of its own breach of contract, unless expressly provided for by statute.  In the event that the Supplier shall bring any claim against Project Resource which would be in breach of this provision, the Supplier shall fully indemnify Project Resource in relation to such claim including proper legal costs incurred by Project Resource;

6.3  save as provided in this clause, the benefit of any work undertaken by the Supplier including any copyright or intellectual rights of any kind in such work shall respectively be & remain the property of the Client or End User, as appropriate, & the Supplier shall procure that any Representative will sign all documents reasonably required for verification of such rights; rights existing in the method, technique & know how of the Supplier shall remain the property of the Supplier;

6.4  if a person other than the Named Representative is to perform any part or all of the Services on behalf of the Supplier whether by way of sub-contract or otherwise, the Supplier may use such person provided only that it has the prior written consent of Project Resource which consent will not be withheld in the case of a suitably qualified person in respect of whom the Supplier has given warranties identical to those contained in clause 2 other than clause 2.5. The Supplier may not in those circumstances charge for any agreed lead in time;

6.5  for the purposes of clauses 3.1 & 3.2, "Client" & "End User" shall include any Associate of the Client or End User, "Associate" having the meaning attributed to it by s.435 Insolvency Act 1986;

6.6  this agreement is not intended to & does not create or reflect a contract of employment between any two parties referred to & there is no implied restraint upon the Representative or the Supplier in providing services, not in conflict with the Client's or End User's interests, to any other party, nor does this agreement confer any obligation upon any party to provide or accept further work during the course of this agreement or following the Termination Date or upon the Supplier to integrate into the Client or End User workforce;

6.7  for the avoidance of doubt Project Resource is not a legal agent for the Client or End User;

6.8  Project Resource may, but the Supplier may not assign any or all of its rights (other than the right to payment) & obligations under this agreement without Project Resource prior written consent

6.9  even though this agreement may have been terminated, any clause intended to have effect following termination, shall survive & continue in effect; each portion of this agreement, defined by punctuation & paragraphs, is separate, distinct & severable & to give meaning to the intention of the Parties the Court may modify any portion that may otherwise be void; subject thereto, any void portion may be severed & the remaining provisions shall continue in force;

6.10 notices shall be in writing sent to the addressee by first class post, by fax or by electronic mail, & shall be deemed to have been received, in the case of post on the postal date following the date of posting, in the case of fax on the date of transmission, & in the case of electronic mail on the date electronic confirmation of receipt is received. In the case of service by more than one method the date of the first valid service applies;

6.11 this is the sole & entire agreement between the Parties relating to the Services & may not be varied save by agreement of both Parties (whether orally or otherwise) & confirmed in writing by Project Resource & signed by an authorised officer of Project Resource.