Associate Agreement Terms & Conditions
Version 1 - 3 February 2021
1.1 The definitions and rules of interpretation in this Clause apply in this Agreement (unless the context requires otherwise).
the board of directors of any company within UMi (including any committee of the board duly appointed by it).
"Business of UMi"
helping businesses go further by finding and using the best information, expertise and finance.
as agent, Associate, director, employee, owner, partner, shareholder or in any other capacity.
Date of signature of this agreement
UMi Commercial Ltd
all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of UMi or their customers and business contacts, and any equipment, keys, hardware or software provided for the Associate's use by UMi during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Associate on UMi or the Associate's computer systems or other electronic equipment during the Engagement.
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 UMi for the time being confidential to UMi and trade secrets including, without limitation, technical data and know-how relating to the Business of UMi 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) and including (but not limited to) information that the Associate creates, develops, receives or obtains in connection with his Engagement, whether or not such information (if in anything other than oral form) is marked confidential.
the Day Rate will be based upon a 7.5 hour working day
the engagement of the Associate by UMi on the terms of this Agreement.
UMi holds relevant and appropriate levels of insurance for provision of this service as follows: commercial general liability insurance cover; professional indemnity insurance cover; employer's liability insurance cover and public liability insurance cover.
"Intellectual Property Rights"
patents, rights to inventions, copyright and related rights, moral rights, trademarks, 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.
any invention, idea, discovery, development, improvement or innovation made by the Associate in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.
any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the Engagement other than as expressly set out in this Agreement or any documents referred to in it.
In line with the requirements of the Off-payroll working rules (IR35) where the duration of an Agreement shall exceed 6 months, UMi shall undertake reviews of the Associate’s status in a timely manner throughout the duration and at an intervals not exceeding 6 months in accordance with clause 14.4.
the services provided by the Associate in a consultancy capacity for UMi as more particularly described in Clause 4.
UMi Commercial Limited, its Subsidiaries or Holding Companies from time to time and any Subsidiary of any Holding Company from time to time.
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 Associate 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, a reference to one gender shall include a reference to the other genders.
1.5 Where included, the Schedule to this Agreement forms part of (and is incorporated into) this Agreement.
- TERM OF ENGAGEMENT
2.1 UMi is under no obligation to engage the Services of the Associate and the Associate is under no obligation to accept the Engagement.
2.2 Where UMi and the Associate enter into an Engagement, UMi shall engage the Associate and the Associate shall provide the Services on the terms of this Agreement.
2.3 This Agreement will supersede any previous Agreement entered into between the Associate and UMi.
2.4 The Agreement shall be deemed to have commenced on the Commencement Date and shall continue unless and until terminated:
2.4.1 as provided by the terms of this Agreement; or
2.4.2 by either party giving to the other not less than 4 weeks prior written notice.
2.5 In the event of termination of this Agreement by notice in accordance with Clause 2.4 UMi shall only be liable to pay to the Associate such sums as may be due for Services already supplied.
3.1 During the Engagement the Associate shall:
- 1.1 provide the Services with all due care, skill and ability and use his best endeavours to promote the interests of UMi;
- 1.2 unless prevented by ill health or accident, devote as much time as is required to carry out the Service to the agreed standard;
- 1.3 promptly give to the Board or UMi management all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the Business of UMi.
3.2 The Associate may provide a suitably qualified substitute to carry out the agreed Services and shall be responsible for ensuring the substitute complies with the terms of this Agreement. Payment for any substitute is the sole responsibility of the Associate.
3.3 The Associate shall use reasonable endeavours to ensure that he or a suitably qualified substitute is available at all times on reasonable notice to provide such assistance or information as UMi may require.
3.4 Unless he has been specifically authorised to do so by UMi in writing, the Associate shall not:
3.4.1 have any authority to incur any expenditure in the name of or for the account of UMi; or
3.4.2 hold himself out as having authority to bind UMi.
3.5 The Associate shall comply with all reasonable standards of safety and comply with UMi's health and safety procedures from time to time in force at the premises where the Services are provided and report to UMi any unsafe working conditions or practices.
3.6 The Associate shall provide all Services according to the standards and procedures of UMi and warrants that they have the necessary skills and expertise to do so. The Associate agrees that the services provided shall be of the highest quality, working to UMi’s values, processes and corporate style.
3.7 Where applicable, the Associate shall support UMi in its aim to deliver all events in accordance with its Guiding Principles for the Management of Sustainable Events.
3.8 The Associate shall advise UMi immediately if he becomes aware of any situation where by representing UMi he would be creating a conflict of interest or potential conflict of interest between UMi and an UMi client.
3.9 Conflicts of interest may also be ‘perceived’ to exist, for instance through the receipt of gifts and hospitality. The Associate where involved directly with customers and suppliers of UMi shall comply with UMi’s Gifts and Hospitality Policy.
3.10 UMi is committed to eliminating discrimination and supporting a culture of equality, diversity and inclusion, whether it be in the way it works with its employees or when it engages with stakeholders, customers and suppliers. UMi opposes all forms of unlawful and unfair discrimination and believes that all individuals should be treated fairly and have access to equal opportunities. The Associate shall:
3.10.1 comply with UMi’s Equality, Diversity and Inclusion Policy; and
3.10.2 promote a culture of diversity and inclusion within its supply chain.
3.11 The Associate shall:
3.11.1 comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
3.11.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK.
3.12 Breach of Clause 3.11 shall be deemed a material breach of this Agreement.
- SERVICES AND FEES
4.1 In consideration of the payment of the fees by UMi as set out below, the Associate agrees to provide such Services as may be agreed in advance between UMi and the Associate. The Associate will provide the Services for the amount of time and at such times as UMi and the Associate agree.
4.2 For the purposes of agreeing Services to be carried out and any associated data capture requirements, please refer to your agreement for the name of your UMi representative.
4.3 UMi shall pay the Associate on the basis of work carried out in accordance with Clause 4.1 as follows:
4.3.1 The Associate shall be paid a Rate as agreed in writing.
4.3.2 The Day Rate will be pro rata where a part delivery is agreed.
4.3.3 The rate is quoted exclusive of Value Added Tax.
4.4 During the Engagement the Associate shall submit to UMi monthly invoices in arrears together with a diary summary providing details of the customers and activity and any such other written information as UMi may request in support of the invoices detailing the Services provided to UMi during that month. The invoices must be received by the 5th of the following month. Contact points and addresses for invoices will be notified to the Associate.
4.5 In consideration of payment for the provision of the Services, UMi shall pay the Associate in accordance with Clause 4.4 on a monthly basis.
4.6 UMi shall be entitled to deduct from the fees (and any other sums) due to the Associate any sums that the Associate may owe to UMi at any time.
4.7 Payment in full or in part of the fees claimed under Clause 4 or any expenses claimed under Clause 5 shall be without prejudice to any claims or rights of UMi against the Associate in respect of the provision of the Services.
5.1 No expenses will be paid over and above the Rates shown at Clause 4.3.1
- OTHER ACTIVITIES
6.1 Nothing in this Agreement shall prevent the Associate from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that:
6.1.1 Such activity does not cause a breach of any of the Associate's obligations under this Agreement.
6.1.2 The Associate has provided full disclosure of any potential conflicts of interest at the point of signing this Agreement, and continues to proactively disclose potential conflicts on an ongoing basis so that UMi can make a timely and reasonable assessment.
6.1.3. The Associate must not pass on, reveal or in any other way make available information relating to the commercial activity of UMi.
- CONFIDENTIAL INFORMATION
7.1 The Associate acknowledges that in the course of the Engagement he will have access to Confidential Information. The Associate has therefore agreed to accept the restrictions in this Clause 7.
7.2 The Associate shall not (except in the proper course of his duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
7.2.1 any use or disclosure authorised by UMi or required by law; or
7.2.2 any information which is already in, or comes into, the public domain otherwise than through the Associate's unauthorised disclosure.
7.3 At any stage during the Engagement, the Associate will promptly on request return all and any UMi Property in his possession to UMi.
- DATA PROTECTION
8.1 The Associate shall comply with any notification requirements under the Data Protection Legislation and both parties shall duly observe all their obligations under the Data Protection Legislation, which arise in connection with the agreement.
8.2 The Associate shall not perform his obligations under the Agreement in such a way as to cause UMi to breach any of its applicable obligations under all applicable data protection laws and regulations. Notwithstanding the general obligation in clause 8.1, where the Associate is processing Personal Data as a Data Processor for UMi the Associate shall:
8.2.1 act only in accordance with the written instructions of UMi;
8.2.2 take all reasonable steps to ensure the reliability and integrity of any Personnel who have access to the Personal Data and ensure that they are subject to a duty of confidentiality in respect of that Data;
8.2.3 put in place appropriate technical and contractual measures to ensure the security of the Personal Data (and to guard against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data);
8.2.4 not engage any sub-processor without a written contract and the prior written consent of UMi;
8.2.5 assist UMi in providing subject access and allowing data subjects to exercise their rights under Data Protection Legislation;
8.2.6 assist UMi in meeting its obligations in relation to the security of processing and, if applicable, with data protection impact assessments;
8.2.7 notify UMi immediately in the event of a data breach;
8.2.8 permit such audits and inspections and provide such information as requested by UMi to ensure that Data Protection obligations are being met, and inform UMi if it is asked to do something infringing Data Protection Legislation; and
8.2.9 ensure that it does not knowingly or negligently do or omit to do anything which places UMi in breach of UMi’s obligations under the Data Protection Legislation.
8.3 Any data (including hard copy and electronic) collected, processed or used by the Associate whilst performing a Service shall only be used for the purposes of fulfilling the specific Service under the terms of this Agreement:
8.3.1 The Associate shall ensure all data is held in a secure location and not accessible to anyone other than the Associate.
8.3.2 The Associate shall ensure all data is deleted or returned to UMi as soon as the Associate no longer requires to hold that data for the purposes of performing the Service.
8.3.3 When the Agreement terminates the Associate shall provide written acknowledgement that all data relating to the Services performed under this Agreement have been securely returned to UMi and all copies held by the Associate have been securely deleted or destroyed.
8.4 All personal data relating to the Associate will be held and processed by UMi in line with applicable data protection laws and regulations and held for no longer that necessary.
8.5 The provisions of this clause 8 shall apply during the continuance of the Agreement and indefinitely after its expiry or termination.
- CYBER SECURITY
9.1 The Associate acknowledges that UMi complies to Cyber Essentials.
9.2 The Associate’s processes and policies shall comply with Cyber Essentials as a minimum by ensuring that all ICT infrastructure used by the Associate meets a minimum level of security to protect UMi and its clients’ data that the Associate may be processing or storing. The ‘infrastructure’ includes desktop PCs, laptops, smart phones, tablet PCs, servers and cloud storage providers. Guidance is available at www.cyberessentials.ncsc.gov.uk/advice/
9.3 Associates must ensure that their ‘infrastructure’ used for delivering any contract with UMi or has the capability of being connected to such devices via the internet or network have appropriate security and protection software installed to protect the device(s) and data they contain. This includes as a minimum:
9.3.1 An up to date firewall to protect the Associate’s internet connection.
9.3.2 Access to devices are controlled via passwords, pins or fingerprint (touch) id. Passwords and pins should be changed from the default ones provided by the manufacturer.
9.3.3 Antivirus and malware protection software. For instance Windows has Defender and MacOS has XProtect. On mobile devices, where provided, the facility to track and remotely wipe data should be enabled.
9.3.4 All devices and their operating systems are kept up to date with patches and downloads provided by the manufacturer.
9.4 In certain instances Associates maybe required to apply stronger cyber security and data encryption measures. If this is the case then UMi will communicate this accordingly before work commences.
- INTELLECTUAL PROPERTY
10.1 Whilst providing Services to UMi, the Associate shall not use the UMi brands or intellectual property, or that of the services they are delivering, without the express permission of UMi.
10.2 For any works or inventions that can be defined as intellectual property, and that have been developed whilst operating the Services outlined in this Agreement, the Associate hereby assigns to UMi 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 Associate holds legal title in these rights and inventions on trust for UMi.
10.3 The Associate undertakes:
10.3.1 to notify to UMi in writing full details of any Inventions promptly on their creation;
10.3.2 to keep confidential details of all Inventions;
10.3.3 whenever requested to do so by UMi and in any event on the termination of the Engagement, promptly to deliver to UMi 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 his possession, custody or power;
10.3.4 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 UMi;
10.3.5 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 UMi.
10.4 The Associate warrants to UMi that:
10.4.1 he has 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;
10.4.2 he is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
10.4.3 the use of the Works or the Intellectual Property Rights in the Works by UMi will not infringe the rights of any third party.
10.5 The Associate waives any moral rights in the Works to which he is 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 Associate's moral rights.
10.6 The Associate 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 Associate in respect of the performance of his obligations under this Clause 10.
10.7 The Associate undertakes, at the expense of UMi, 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 UMi, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of UMi and to defend UMi 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.
10.8 The Associate hereby irrevocably appoints the Company to be his attorney to execute and do any such instrument or thing and generally to use his name for the purpose of giving the Company or its nominee the benefit of this Clause 10 and acknowledges in favour of a third party that a certificate in writing signed by any director or the secretary of the Company that any instrument or act falls within the authority conferred by this Clause 10 shall be conclusive evidence that this is the case.
- INSURANCE AND LIABILITY
11.1 The Associate shall have personal liability for and shall indemnify UMi for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Associate or a Substitute engaged by the Associate 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.
11.2 The Associate shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to UMi and that the level of cover and other terms of insurance are acceptable to and agreed by the Company.
11.3 The Associate shall on request supply to UMi copies of such Insurance Policies and evidence that the relevant premiums have been paid.
11.4 The Associate 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 Associate 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 Associate shall notify UMi without delay.
12.1 If the Associate fails to fulfil his obligations under the Agreement, UMi may terminate the Agreement forthwith by written notice and may recover from the Associate any reasonable costs necessarily and properly incurred by UMi as a consequence of termination.
12.2 Without prejudice to Clause 12.1, UMi shall at any time have the right to terminate the Agreement or amend the Services to be provided by the Associate in each case by giving to the Associate 4 weeks’ written notice. During the period of notice UMi may direct the Associate to perform all or any of the work under the Agreement.
12.3 Notwithstanding the provisions of Clause 12.2, UMi may terminate the Engagement with immediate effect with no liability to make any further payment to the Associate (other than in respect of amounts accrued before the Termination Date) if at any time the Associate:
12.3.1 commits any gross misconduct affecting the Business of UMi;
12.3.2 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 UMi;
12.3.3 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);
12.3.4 is in the reasonable opinion of the Board negligent or incompetent in the performance of the Services;
12.3.5 is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984;
12.3.6 is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 7 days in any 52-week consecutive period; or
12.3.7 commits any fraud or dishonesty or acts in any manner which in the opinion of the Company brings or is likely to bring the Associate or UMi into disrepute or is materially adverse to the interests of UMi.
12.4 The rights of UMi under Clause 12 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 Associate as having brought the Agreement to an end. Any delay by UMi in exercising its rights to terminate shall not constitute a waiver of these rights.
- OBLIGATIONS ON TERMINATION
13.1 On the Termination Date the Associate shall:
13.1.1 immediately deliver to UMi all UMi Property in his possession or under his control;
13.1.2 irretrievably delete any information relating to the Business of UMi stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control outside the premises of UMi; and
13.1.3 provide a signed statement that he has complied fully with his obligations under this Clause 13;
13.1.4 whereby the client has been referred to the Associate by UMi, the Associate may not solicit or provide services for the client of UMi for 12 months after the termination of this Agreement, without the expressed agreement of UMi.
14.1 The relationship of the Associate to UMi will be that of an independent contractor working to provide the Services on behalf of UMi. Nothing in this Agreement shall render the Associate an employee of UMi.
14.2 This Agreement constitutes a contract for the provision of Services and not a contract of employment and accordingly the Associate shall be fully responsible for and shall indemnify UMi for and in respect of:
14.2.1 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 Associate shall further indemnify UMi against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by UMi in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;
14.2.2 any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Associate or any Substitute against UMi arising out of or in connection with the provision of the Services.
14.3 UMi may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Associate.
14.4 The Associate is aware of the requirements of the HM Revenue & Customs Off-payroll working rules (IR35) and shall cooperate with UMi in any Review which shall be undertaken at intervals not exceeding 6 months and by responding in a timely manner to any Status Determination Statement as may be issued by UMi from time to time.
15.1 Any notice given under this Agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at (in the case of the Company) its registered office for the time being and (in the case of the Associate) his last known address. Any such notice shall be deemed to have been received:
15.1.1 if delivered personally, at the time of delivery;
15.1.2 in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting.
15.2 In proving such service, it shall be sufficient to prove that the envelope containing the notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post.
- ENTIRE AGREEMENT AND PREVIOUS CONTRACTS
16.1 Each party on behalf of itself (and, in the case of the Company, as agent for any Group Companies) acknowledges and agrees with the other party (the Company acting on behalf of itself and as agent for each Group Company) that:
16.1.1 this Agreement together with any documents referred to in it constitutes the entire Agreement and understanding between the Associate and UMi and supersedes any previous arrangement, understanding or Agreement between them relating to the Engagement (which shall be deemed to have been terminated by mutual consent);
16.1.2 in entering into this Agreement neither party has relied on any Pre-Contractual Statement; and
16.1.3 each party agrees that the only rights and remedies available to it or arising out of or in connection with any Pre-Contractual Statement shall be for breach of contract. Nothing in this Agreement shall, however, limit or exclude any liability for fraud.
17.1 No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.
18.1 This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.
- THIRD PARTY RIGHTS
19.1 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 but this does not affect any right or remedy of a third party which exists, or is available, apart from under that Act.
19.2 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 person that is not a party to this Agreement.
- GOVERNING LAW AND JURISDICTION
20.1 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 English law.
20.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).