Terms and Conditions

Definitions

"the Company"  CPM of XP House, One Tournament Court, Edgehill Drive, Warwick, United Kingdom, CV34 6LG. 
"the Contractor"  The person, firm or company whose services are rendered to Clients for Assignments. 
"Client"  A person, firm or company (including agencies and end-clients) to whom the Company hires the services of the Contractor for Assignments. 
"An Assignment"  A defined, fixed-term period of employment of the Contractor by the Company, during which time the Contractor renders services to a Client. 
"Principal Contract"  A contract or agreement between the Company and a Client, governing the terms of hire of the Contractor by that Client for an Assignment. 
"Trade Contractor"  A contractor whose tax and National Insurance is affairs are their own responsibility. 
"Service"  The Company's PayNet, International PayNet or TraderNet service. 

General

1.  This Agreement is between the Company and the Contractor, and governs the provision of the Service (as defined by the Company from time to time) to the Contractor. 
2.  This Agreement shall take immediate effect in substitution of all previous Agreements relating to the contents hereof, whether written, oral or implied between the Company and the Contractor. 
3.  This Agreement shall remain in force for a fixed-term period of 5 years from the date of acceptance (by virtue of signature by the contractor) unless terminated early in accordance with the termination clauses. At the end of the fixed period, this Agreement shall automatically terminate. 
4.  No variation or alteration to the terms of this Agreement shall be valid unless expressly agreed and confirmed in writing by a Director of the Company. 
5.  References to the masculine include the feminine and any other body. References to the singular include the plural. 

Assignments

6.  It shall be the responsibility of the Contractor to arrange Assignments via his own means or via an agency. 
7.  Upon the arrangement of an Assignment, the Contractor shall inform the Company of the following particulars: 
 - the identity of the Client, 
 - the location and duration of the Assignment, 
 - the rate payable by the Company in respect of the Contractor's services, and details of such expenses as may be agreed, 
 - the interval at which invoices may be rendered to the Client, and 
 - any other relevant information. 

Contractor's Obligations

8.  The Contractor agrees on his own part and on behalf of his employees and representatives not to engage in any conduct detrimental to the interests of the Company. 
9.  The Contractor shall supply upon request by the Company, a copy of its Certificate of Incorporation (if an incorporated body), VAT Registration Certificate (if registered for VAT), name and address of accountant and any other certificates, documentation or information deemed relevant and necessary by the Company in compliance with legislation. 
10.  The Contractor shall indemnify and keep indemnified the Company against all actions, costs, claims and demands brought or made by the Client or any other person or body arising out of this Agreement. 
11.  The Contractor shall not assign, delegate, sub-contract or otherwise transfer the benefit or burden of this Agreement or any part of the services which he is required to perform under an Assignment, to any third party without the prior written consent of the Company. 
12.  The Contractor acknowledges that Assignments are subject to a Principal Contract entered into between the Company and the Client, and agrees to be bound by the terms contained within such a Principal Contract under this Agreement. In the event of a contradiction between the terms contained herein and those contained within a Principal Contract, the terms contained herein shall prevail.

In the event of termination of a Principal Contract for any reason, the associated Assignment (and hence the employment of the Contractor by the Company) shall terminate with immediate effect irrespective of any other agreed period of notice.
 
13.  At the end of each week (or other agreed period) of an Assignment, the Contractor shall complete a timesheet indicating the number of hours of service rendered to the Client during the preceding period, and shall have it signed by an authorised representative of the Client. Completed timesheets must be delivered to the Company by facsimile, or the company notified by e-mail of the number of hours service rendered to the client. TraderNet contractors timesheet should accompany the Contractor's invoice for the period for which they relate and the value of the Contractor's invoice shall be such as to accommodate the Company's service charge as defined in Clause 20. 

Company's Obligations

14.  The Company shall issue invoices any Client in respect of services rendered by the Contractor to that Client during an Assignment. Such invoices shall be issued to the Client upon receipt of a timesheet from the Contractor in accordance with Clause 13. 
15.  The Company does not provide tax, financial or legal advice. Statements made by the company shall not, therefore, constitute tax, financial or tax advice. 

Contractor's Remuneration

16.  For each hour of an Assignment worked by the Contractor and accepted by the Client (by virtue of its signature of the timesheet), the Contractor will receive payment from the Company at the hourly rate agreed and confirmed in writing by the Company. 
17.  Only hours worked at the request of and chargeable to the Client will be payable to the Contractor by the Company. The Contractor acknowledges that he will not under any circumstances be entitled to receive any remuneration for any periods of statutory holidays, leave or absence whether due to ill-health or otherwise. 
18.  The Company shall not be obliged to pay remuneration to the Contractor for any period of an Assignment for which a timesheet has not been submitted in accordance with Clause 12 above. 
19.  The Company shall deduct from any remuneration payable to the Contractor, income tax under Schedule E of the Income and Corporation Taxes Act 1988, national insurance contributions and any other taxes and deductions necessary and required by law. 
20.  The Trade Contractor shall be responsible for any income tax, National Insurance contributions and any other taxes and deductions payable in respect of himself and his employees for any Assignment. 

Company's Service Charge

21.  The Company's PayNet and International PayNet service charges (profit margin) shall be deducted at source from any remuneration payable to the Contractor by the company. The service charge shall be that agreed and confirmed in writing by the Company. 
22.  The Company's TraderNet service charges shall be accommodated by the difference between the corresponding invoices issued by the Company to the Client and the Contractor to the Company. The service charge shall be that agreed and confirmed in writing by the Company. 

Liability

23.  The Contractor shall be liable for any loss, damage or injury to any party resulting from the negligent act or omission of its officers, employees or representatives during an Assignment. 
24.  The Company shall not be responsible to ensure the provision of Public Liability or Professional Indemnity Insurance in respect of the Contractor. 

Termination

25.  This Agreement may be terminated with immediate effect (or other period of notice agreed in writing) by the Company or the Contractor giving the other party written notice. 
26.  If any circumstances are notified to the Company which in its opinion constitute non-performance of obligations or duties, breach of contract or gross misconduct on the part of the Contractor, the Company reserves the right to terminate this Agreement with immediate effect irrespective of any other agreed period of notice. 

Enforceability

27.  This Agreement shall be governed and enforceable by English law. 
28.  The invalidity or unenforceability for any reason of any part of this Agreement shall not prejudice or affect the validity or enforceability of the remainder.