Terms of Business for Consultant
(The "Agreement")
THIS AGREEMENT is made between:
(1) GIVE ME YOUR WORD LIMITED with Company Number 7958352 having its registered office address at Brulimar House, Jubilee Road, Middleton, England, M24 2LX (“GMYW” and/or the “Company”); and,
(2) the “Consultant”.
(each of the Company and the Client shall be hereinafter be referred to as (the “Parties”).
WHEREAS
(a) The Company is a dedicated language services agency that delivers translation and interpreting services.
(b) The Company would like to engage the Consultant to provide translation and interpretation services.
(c) The Consultant has agreed to provide, and the Company has agreed to take and pay for, the “Services” (as defined below) of the Consultant, subject to the terms and conditions of this Agreement.
(d) The terms of this Agreement are binding on each engagement by the Company of the Consultant.
-
Scope of Work​
​
1.1 The Consultant shall provide professional translation and interpreting services in its various forms as described in this Agreement (the “Services”).
1.2 The Services of the Consultant shall be documented in a Purchase Order (as such term is defined below) and include amongst others any of the following:
1.2.1 To provide the Client with interpreting services;
1.2.2 To provide the Client with language consultancy services;
1.2.3 To provide the Client with translation services; and,
1.2.4 To provide the Client with proofreading services.
2. Providing the Services
2.1 The Consultant warrants and represents that it possesses the special skill and professional competence, expertise and experience to undertake the obligations imposed by this Agreement. The Consultant shall perform the Services in a diligent, efficient, competent and skilful manner commensurate with the highest standards of the profession, and at all times in accordance with all relevant laws and regulation.
​
2.2 The Consultant hereby agrees to devote such time as is necessary to perform the Services required under this Agreement. The Consultant acknowledges that time is of the essence with respect to performance of the Services and the development and delivery of any deliverables under this Agreement in accordance with the terms of the Agreement.
​
3. Obligations of the Consultant
​
3.1 The Consultant must:
​
3.1.1 keep such records of the work as the Company may reasonably require;
​
3.1.2 provide reports on the Services to such person(s) as the Company may nominate on as required by the Company from time to time; and,
​
3.1.3 provide such other information regarding the Services as the Company may reasonably require, in particular, a valid certificate of professional indemnity insurance confirming that the Consultant has reasonable insurance in place.
​
3.2 The Consultant must ensure that, if providing the Services at the premises of a customer of the Company (“Client”) it shall comply with any applicable policies, procedures and rules of the customer at all times.
​
3.3 The Consultant warrants and represents to the Company that they will do the Services themselves and would be in material breach of this Agreement if they attempt to or subcontract the Services to a third party.
​
4. Term
​
4.1 This Agreement shall commence upon such time as agreed between the Parties. Unless terminated earlier in accordance with Clause 11, this Agreement shall continue until the Services have been completed. This Agreement and its terms shall be in full force and effect on each the occasion that the Parties agree a Purchase Order (as hereinafter defined below).
​
4.2 The Parties may agree the date of delivery of the Services and this date may be amended by mutual written agreement by the parties.
​
5. Fees and Expenses
​
5.1 The Company will pay the Consultants fee (inclusive of any VAT, if applicable) for providing the Company with the Services.
​
5.2 The rates of pay for foreign language interpreting services are as follows:
​
Non Legal aid bookings
-
Hourly interpreting rate: £30 per hour
-
Travel Time: £13 per hour
-
Travel Expenses: £0.40 per mile or reimbursement of public transport ticket
-
Minimum: 3 hours for face to face or 2 hours for remote
Legal aid bookings
Hourly interpreting rate: £26 per hour criminal cases / £24 per hour civil cases
-
Travel Time: £13 per hour
-
Travel Expenses: £0.40 per mile or reimbursement of public transport ticket
-
Minimum: 3 hours for face to face or 2 hours for remote
​
​
​​
5.3 The Company shall determine the fee (“Fees”) to be paid to the Consultant in the form of a purchase order (the “Purchase Order”). This Purchase Order will be sent by email and agreed between the Consultant and the Company.
​
5.4 It should be noted herein that the Fees include expenses that are set out in the agreed Purchase Order which shall be reimbursable upon invoice and these may include, amongst others, travel time, mileage and waiting time. Expenses must be agreed in advance between the Company and the Consultant and will not be reimbursable if not approved in advance by the Company.
​
5.5 The Consultant shall send an invoice, on completion of the Services/or intermittently as stated and agreed in the Purchase Order to the Company by email.
​
5.6 Upon satisfactory completion of the Services, the Company shall pay all Fees without delay to the Consultant. For the avoidance of doubt, should the Company or the Client’s feedback through the Company in their absolute discretion deem there to be a quality or service issue in the delivered Services by the Consultant, the Company is entitled hereby to fully or partially reduce the Fees as it deems necessary to amend the work back to the required form.
​
5.7 Cancellation fee:
​
Once an interpreting project is confirmed, if the project is cancelled by the Company within 2 working days of the booked start date, the Company shall pay the Consultant the full interpreting fee. Travel expenses will not be payable unless travel tickets have already been purchased. If a booking is cancelled when the Consultant is already on their way to the venue, full travel expenses will be paid.
6. Method of Payments
6.1 The Company will pay the Consultant its Fees (which shall include for the avoidance of doubt any invoiced fees and expenses) in full within 30 days of receipt of an invoice complying with the requirements set out above.
6.2 Payment shall be transferred by the Company to the Consultant in GBP via BACS transfer.
7. Confidentiality and Data Protection
7.1 In this clause, the following words and expressions shall have the following meanings unless the context otherwise requires:
​
Confidential Information: means all information of a confidential nature, including but not limited to the Client Data, (however recorded or preserved) disclosed or made available, directly or indirectly, by the Disclosing Party or its employees, officers, representatives, advisers or affiliates to the Recipient or its Representatives relating to the business, affairs, Clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party or the Disclosing Party’s affiliates, and the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party or of the Disclosing Party's affiliates but not including any information that is or becomes generally available to the public (other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement); or the Recipient can show was available to it on a non-confidential basis prior to disclosure by the Disclosing Party; or the parties agree in writing is not confidential, or is trivial, obvious or useless.
​
Client Data: means personal data of which Client (or Affiliate) is the Data Controller, which is provided to the Company by Client or any other personal data collected or created by the Company in performing the Services.
​
Data Controller, Data Processor, Data Protection Impact Assessment, Data Subject, Personal data, Process/ Processing, Sensitive Personal Data: means such meaning as is given to these terms by the Data Protection Legislation.
​
Disclosing Party: means Client (or group Client or other party) from which the Company receives or otherwise acquires Confidential Information during the performance of the Services.
​
Data Protection Legislation: means any relevant data protection or privacy law (as amended or replaced from time to time) including the General Data Protection Regulation (GDPR)
​
Representatives: means the Company’s employees, staff and permitted subcontractors
​
Recipient: means the Company (or its Representatives) which receives or otherwise acquires Confidential Information during the performance of the Services from the Disclosing Party.
7.2 The Consultant acknowledges that the Client is the Data Controller and Data Processor in respect of the Client Data and that at no point does the Consultant impact this.
​
7.3 The Consultant undertakes to notify the Company of any breach or potential breach of this clause or otherwise of Data Protection Legislation within 24 hours and shall assist the notification of Data Subjects where requested to do so by the Company.
​
7.4 The Consultant shall keep each Disclosing Party's Confidential Information confidential and shall:
​
7.4.1 not use or exploit the Confidential Information in any way except for providing the Services; or
​
7.4.2 not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; or
​
7.4.3 not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Services (and any such copies, reductions to writing and records shall be the property of the Disclosing Party);
​
7.4.4 not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business; and
​
7.4.5 keep separate the Confidential Information for each Disclosing Party from all documents and other records of any other Disclosing Party and the Company.
​
7.5 Upon the termination of this Agreement in whole or part for whatever reason, unless notified otherwise by the Company or as required by law, immediately cease using all Confidential Information (or where termination is in part only, cease using such Confidential Information in so far as the Confidential Information relates to the terminated Services.
​
7.6 For the avoidance of any doubt, the Consultant shall be permitted to retain a copy of the Confidential Information for the sole purpose of investigating or defending any claims of disputes which may arise and the Consultant hereby acknowledges and agrees that any retained Confidential Information shall not be used for any other purposes.
8. Intellectual property and proprietary rights
​
8.1 The Client will be entitled to:
​
8.1.1 ownership of the Materials (as defined below); and
​
8.1.2 the Intellectual Property Rights (as defined below) in the Materials.
​
8.2 “Materials" means any work or material developed, written or prepared by the Consultant in relation to the Services (whether individually, collectively or jointly with the Client and on whatever media) including (without limitation) any documents, case studies, blogs, reports, studies, data, diagrams, charts, specifications or computer programs and related copies and working papers whether developed, written or prepared before or after the signing of the Agreement.
​
8.3 “Intellectual Property Rights” means all present and future copyright, design rights and other intellectual property rights.
​
8.4 The Consultant undertakes to do anything reasonably required (both during and after the termination of its engagement) to ensure that all Intellectual Property Rights in the Materials belong to or are assigned to the Client and to assist the Client in protecting or maintaining them.
​
8.5 If any moral right under the Copyright, Designs and Patents Act 1988 arises in respect of any Materials the Consultant hereby waives such rights.
​
9. Consultants Conduct
​
9.1 The Consultant agrees to comply with all laws, statutes, regulations, ordinances and rules including but not limited to all applicable laws including those pertaining to discrimination based on age, sex, marital status, sexuality, religion, religious belief, colour, race, ethnic or national origin or any disability.
​
9.2 The Consultant will indemnify the Company and keep it indemnified against any claims, liabilities, costs and expenses which the Company, incurs as a result of, or related to, breaches or alleged breaches by the Consultant of Clause 9.1.
​
9.3 The Consultant is required to conduct dealings with Clients and external organisations and the public at large honestly and with integrity and to maintain the reputation and image of the Company at all times.
​
9.4 Both parties undertake to inform the other without delay if, anywhere in the world, it has accepted a caution, been charged with or found guilty of a criminal offence, or if another professional body has made a finding against the Consultant.
​
10. Termination
​
10.1 The Company may terminate the Agreement by giving written notice (by email) to the Consultant at any time if it has reasonable grounds to do so.
​
10.2 Upon termination of the Agreement by the Company, the Consultant must:
​
10.2.1 provide such co-operation and information as the Company may reasonably request in connection with the termination and any consequences, including co-operating in a smooth handover of any ongoing work; and,
​
10.2.2 return immediately all items of the Client’s property which the Company has in his possession or under his control in connection with the engagement apart from the Confidential Information required in accordance with the provisions of Clause 7.6 above.
​
11. Status
​
11.1 The Consultant hereby acknowledges that they are not an agent of the Company or the Client and will have no right to make contracts or enter any engagements on the Company’s behalf. The Consultant will not hold itself out as an employee, worker, agent or partner of the Company.
​
11.2 Nothing in the Agreement should be construed as giving rise to an employment relationship between the Consultant and the Company. The Consultant will account to the appropriate authorities for any income tax or national insurance contributions due in respect of sums payable by the Company to the Consultant in connection with the Agreement. The Consultant will indemnify the Company and keep the Company indemnified against any claim or demand made against the Company in respect of any such tax or contributions and against any interest or penalties imposed in connection with any such tax or contributions.
​
12. Non-Solicitation
​
12.1 The Consultant agrees, during the term of the Agreement nor for a period of twelve (12) months afterwards whether as a Consultant, principal, partner, director, employee or otherwise directly or indirectly, to not solicit or endeavour to entice away or employ an employee from the Company (or any Affiliate) or the business or custom of any of its personnel, employees, affiliates, agents or any Client of the Company’s or any services rendered from any of the aforementioned.
​
13. Waiver
​
13.1 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
​
13.2 No provision of this Agreement may be waived unless in writing, signed by all of the parties hereto. Waiver of any one provision of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other provision. This Agreement may be modified or amended only by a written agreement executed by all of the parties hereto.
​
14. Assignment
​
14.1 The Contractor shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement
​
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, nor 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. Severance
​
16.1 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.
​
16.2 The provisions of this Agreement shall survive the expiration or earlier termination of this Agreement, to the extent necessary to give effect to such provision.
​
17. Dispute Resolution
​
17.1 If a dispute arises under this Agreement (“Dispute”), including any Dispute arising out of any amount due to the Consultant, then before bringing any action or proceeding in connection with such Dispute, the Consultant must first give written notice of the Dispute to the Company describing the Dispute and requesting that it is resolved under this dispute resolution process (“Dispute Notice”).
​
17.2 On receipt of the Dispute Notice, the Company will use its best endeavours to resolve the Dispute acting in good faith within 30 business days on receipt of said Dispute Notice.
​
17.3 Notwithstanding the foregoing, either party may seek interim or other equitable relief necessary (including an injunction) when damages would be an inadequate remedy.
​
18. Governing Law and Jurisdiction
​
18.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
18.2 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).