Freelance Accountant Platform Agreement
DEFINITIONSIn these Terms and Conditions the following definitions apply: –
“Assignment” means the period during which the Freelance Accountant is introduced to render services to the Client;
“Client” means the person, firm or corporate body requiring the services of the Freelance Accountant together with any subsidiary or associated company. The Freelance Accountant accepts that he/she will contract directly with the Client to provide his/her freelance services, and the Client will be liable for his/her fees, not the Platform.
“The Platform” means TP Recruitment Limited, trading as ‘Ten Percent Financial’ of Ty Brith, Llandegla Road, Mold CH7 4QX;
“Freelance Accountant” refers to the contractor in question and if trading via another entity, such as a limited company.
“Engagement” means the use of the Freelance Accountant's services on an ongoing or fixed term basis, whether under a contract of service or for services; an agency, license, franchise or partnership arrangement; whether via a limited company, as a contractor or in his/her own name, or any other engagement;
"Service Charges" are the costs incurred by the Platform from the Freelance Accountant using the platform to provide accountancy services to the Client on a business to business basis and include the cost of providing a time recording system, invoicing, payment systems and other services as required from time to time.
“Dissatisfaction Procedure” is the procedure defined in clause 9.3 of the Appendix at the foot of this agreement.
Unless the context otherwise requires, references to the singular include the plural. The headings contained in these Terms are for convenience only and do not affect their interpretation.
1.1. THE CONTRACT1.1.1 These Terms constitute a contract for services between the Platform and the Freelance Accountant and they govern all Assignments undertaken by the Freelance Accountant. For the avoidance of doubt, these Terms shall not give rise to a contract of employment between the Platform and the Freelance Accountant. The Freelance Accountant is engaged as a self-employed worker and undertakes to account to HM Revenue & Customs for any tax or statutory deductions due from his/her remuneration. The Freelance Accountant enters into this arrangement as a business and the contract is on a business to business basis.
1.1.2 The contract will apply for 3 years from the date of signature. It can be renewed at this date, subject to the approval of both parties. It can also continue after this date on a rolling monthly basis with the consent of the parties.
1.2. UNDERTAKING BY THE FREELANCE ACCOUNTANTThe Freelance Accountant warrants to the Platform that by entering into and performing his/her obligation under this Agreement s/he will not be in breach of any obligation which s/he owes to any third party. The Freelance Accountant warrants that s/he has the necessary skills and qualifications to perform the Assignment. If required the Freelance Accountant has a current practising certificate or licence if relevant with the appropriate regulatory authorities to conduct such duties and is not in any breach of conduct with them. The Freelance Accountant also confirms that the documents provided to the Platform are genuine copies of original documents and not altered or adjusted in any way.
The Freelance Accountant consents to signing a Non-Disclosure Agreement for each Assignment if a Client requires it.
1.3. ASSIGNMENTS1.3.1 The Platform will endeavour to obtain suitable Assignments for the Freelance Accountant, but is under no obligations to the Freelance Accountant regarding this.
1.3.2 The Freelance Accountant shall not be obliged to accept an Assignment offered by the Platform and will submit a bid to complete the work on each Assignment directly to the Client.
1.3.3 The Freelance Accountant agrees that:
1.3.4 At the same time as an Assignment is offered to the Freelance Accountant by the Client, the Platform shall inform the Freelance Accountant of the identity of the Client, and if applicable the nature of their business; the date the work is to commence and the duration or likely duration of the work; the type of work, location and anticipated hours (if known).
1.4. INVOICING1.4.1 The Platform shall make available a time recording and time sheet service that can be used if the Client requests it. The Freelance Accountant agrees to use this service if the Client requires it.
1.4.2 The Platform will provide the Freelance Accountant and the Client with invoicing facilities and if the Client requests it will invoice on the Freelance Accountant's behalf for the work undertaken. The Platform's service charges will be included in the invoice issued to the Client, although these will be in addition to the amount the Freelance Accountant quoted to the Client.
1.5. FEES1.5.1 The Freelance Accountant will contract directly with the Client in relation to work undertaken and agree to work to the contract conditions contained in Appendix 1 Freelance Accountant and Client Agreement, if the Client so requires it.1.5.2 The Freelance Accountant is only entitled to receive payment from Clients for the agreed time spent on an Assignment. For the avoidance of doubt the Freelance Accountant is not an employed earner for the purposes of claiming any social security benefit from either the Platform or the Client and accepts that this is he/she is providing a business to business service.
1.6. CONDUCT OF ASSIGNMENTS1.6.1 The Freelance Accountant is not obliged to bid on any Assignment advertised by the Platform on behalf of Clients but if s/he does so, during every Assignment and afterwards where appropriate, s/he will: –a) have reasonable autonomy in relation to determining the method of performance of his/her services but in doing so shall co-operate with the Client and comply with all reasonable and lawful rules and regulations of the Client’s establishment to which attention has been drawn or which the Freelance Accountant might reasonably be expected to ascertain;
b) Take all reasonable steps to safeguard his or her own health and safety and that of any other person who may be present or be affected by his or her actions on the Assignment and comply with all of the Health and Safety policies and procedures of the Client, including up to date occupational health status;
c) Not engage in any conduct detrimental to the interests of the Client;
d) Not at any time divulge to any person, nor use for his or her own or any other person’s benefit, any confidential information relating to the Client’s or the Platform’s employees, business affairs, transactions or finances; and
e) The Freelance Accountant shall bear the cost of his/her own training and equipment in order to perform his/her services.
1.6.2 The Freelance Accountant understands that if notice is not given to end an assignment and the Freelance Accountant has not used the Dissatisfaction Procedure referred to in the Appendix the Client shall be entitled to withhold 5 days fees due by way of compensation. The Freelance Accountant agrees to accept the decision of the Platform and without further recourse to legal proceedings.
1.6.3 If the Freelance Accountant is unable for any reason to complete work during the course of an Assignment s/he should inform the Client as soon as is physically possible. If, either before or during the course of an Assignment, the Freelance Accountant becomes aware of any reason why he or she may not be suitable for an Assignment, he shall notify the Platform without delay.
1.7. LIABILITYThe Freelance Accountant shall be fully liable for any loss, damage or injury to any party resulting from his/her negligent acts or omissions during the course of the Assignment. This includes dealing with complaints arisen either directly or indirectly due to the Freelance Accountant. The Freelance Accountant shall ensure that he or she is covered by the provision of adequate Professional Indemnity insurance, and shall be responsible for checking that he/she is covered by the Client’s professional indemnity insurance policy if relevant. The Freelance Accountant accepts that the Platform shall not be liable for any loss, damage or injury to the Freelance Accountant as a result of the Assignment, howsoever arising, and that his/her action would be against the Client in these circumstances.
The Freelance Accountant consents to abide by the Dissatisfaction Procedure contained in Appendix 1 and will not end an assignment early without giving notice unless the Freelance Accountant has been through the Dissatisfaction Procedure. The Freelance Accountant understands the consequences for loss of earnings if they do not abide by the Dissatisfaction Procedure.
If the Locum does not inform the Client or the Platform that s/he is unable to attend work during the course of an assignment his/her absence will be treated as termination of the assignment.
1.9 GOVERNING LAW
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 the law of England and Wales.
[this is only relevant if agreed by the Client for a specific Assignment]
This Agreement sets out the terms relating to the provision of freelance accountancy services by the Freelance Accountant to the Client.
a) The Client wishes to benefit from certain skills and abilities of the Freelance Accountant who has submitted a bid or tender to complete or work on a specific task or project for the Client; and
b) The Freelance Accountant is an independent contractor willing and able to provide his/her services to the Client for the period contemplated in this Agreement.
c) The Platform is TP Recruitment Limited, trading as “Ten Percent Financial”.
The Freelance Accountant shall provide services to the Client from [Dates] unless and until this agreement is terminated.
2. PLACE OF WORK
The place of work for the Freelance Accountant is the Client’s office at [Address]
3.1 The Freelance Accountant will supply accountancy services to the Client.
3.2 If the Freelance Accountant is unable to provide the Services he/she shall notify an appropriate person of the Client and the Platform as soon as reasonably practicable.
3.3 The Freelance Accountant shall have no authority (and shall not hold himself out as having authority) to bind the Client, unless the Client has specifically permitted this in writing in advance.
4. FEES AND EXPENSES
4.1 The Client shall pay the Freelance Accountant a fee of [rate to be agreed] per hour plus VAT if applicable. The Freelance Accountant shall complete timesheets via the Platform and agrees to the Platform submitting invoices to the Client on a weekly basis setting out the hours worked for the Client during the preceding week and any VAT payable (if applicable). The Client shall pay such invoices by Paypal, credit card or bank transfer to the Platform within 3 working days of receipt.
5. OTHER ACTIVITIES
5.1 The Freelance Accountant may be engaged, employed or concerned in any other business, trade, profession or other activity which does not place the Freelance Accountant in a conflict of interest with the Client.
6. CONFIDENTIAL INFORMATION AND CLIENT PROPERTY
6.1 The Freelance Accountant shall not use or disclose to any person either during or at any time after his engagement by the Client any confidential information about the business or affairs of the Client or any other company in its group or any of its business contacts, or about any other confidential matters which may come to his knowledge in the course of providing the Services. For the purposes of this clause, confidential information means any information or matter which is not in the public domain and which relates to the affairs of the Client or any other company in its group or any of its or their business contacts.
6.2 The restriction in clause 6.1 does not apply to: (a) any use or disclosure authorised by the Client or as required by law; or (b) any information which is already in, or comes into, the public domain otherwise than through unauthorised disclosure.
7. DATA PROTECTION
7.1 The Freelance Accountant consents to the Client holding and processing data relating to him/her for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” as defined in the Data Protection Act 1998 relating to the Freelance Accountant.
7.2 The Freelance Accountant consents to the Client making such information available to other companies in its group, those who provide products or services to the Client (such as advisers), regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of the Client or other companies in its group or any part of its business.
8. INTELLECTUAL PROPERTY
8.1 The Freelance Accountant hereby assigns to the Client all existing and future intellectual property rights (including, without limitation, patents, copyright and related rights) and inventions arising from the Services for the Client. The Freelance Accountant agrees promptly to execute all documents and do all acts as may, in the opinion of the Firm, be necessary to give effect to this clause.
8.2 The Freelance Accountant hereby irrevocably waives all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which the Freelance Accountant has or will have in any existing or future works they undertake for the Client.
9.1 The Client may at any time terminate the Freelance Accountant’s engagement with immediate effect with no liability to make any further payment to the Freelance Accountant (other than in respect of any accrued fees or expenses at the date of termination) if: (a) the Freelance Accountant is in material breach of any of his/her obligations under this agreement; or (b) after notice in writing, the Freelance Accountant neglects to provide or fails to remedy any material default in providing the Services. The Client reserves the right to terminate the Assignment with immediate effect if the Freelance Accountant, without reasonable excuse or forewarning in writing, fails to complete any work within any specified time periods.
9.2 At any time either party can give to the other party not less than 5 days prior written notice to terminate or as otherwise provided in this Agreement. Should the Client terminate the services of the Freelance Accountant and not require him/her to work during the notice period, the Freelance Accountant shall receive payment in lieu of notice calculated at 30 hours of the Freelance Accountant's hourly rate. If the Freelance Accountant fails to give 5 days prior written notice then he/she will be obliged to pay the Client a fee calculated at 30 hours at the Freelance Accountant’s hourly rate. This will not apply if the Freelance Accountant has followed the “Dissatisfaction Procedure” below.
9.3 If the Freelance Accountant is dissatisified with the working conditions, the Client, the work he/she has been asked to complete or the work or behaviour of other contractors, employees or fee earners of the Client, they shall be entitled to follow the Dissatisfaction Procedure. The Client and the Freelance Accountant accept that the Platform has no liability for any determination of eligibility of the Freelance Accountant to follow the Dissatisfaction Procedure in any circumstances and act as neutral assessors only. The Client accepts that it has no recourse to legal action against the Platform under any circumstances if the Platform indicates that it is satisfied the Dissatisfaction Procedure can be invoked by the Freelance Accountant.
9.4 Any delay by the Client in exercising its rights to terminate shall not constitute a waiver of those rights.
10. OBLIGATIONS ON TERMINATION
Any property of the Client in the Freelance Accountant’s possession and any original or copy documents obtained by the Freelance Accountant in the course of providing the Services shall be returned to an appropriate person in the Client at any time on request and in any event on or before the termination of this agreement. The Freelance Accountant also undertakes to irretrievably delete any information relating to the business of the Client or any other company in its group 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 the Client.
The Freelance Accountant will be an independent contractor and nothing in this agreement shall render him an employee, worker, agent or partner of the Client and the Freelance Accountant shall not hold himself or herself out as such.
This agreement may only be varied by a document signed by both the Freelance Accountant and the Client.
13. THIRD PARTY RIGHTS
13.1 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the Freelance Accountant and the Client shall have any rights under it. The terms of this agreement or any of them may be varied, amended or modified or this agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded (in each case), without the consent of any third party.
13.2 The Parties accept that no liability whatsoever arises out of this agreement by the third party Platform under any circumstances, and the contractual relationship between the Client, the Freelance Accountant and the Platform is governed by the Platform's standard terms and conditions.
14. GOVERNING LAW
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).
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Document Name: Freelance Accountant Platform Agreement
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