Freelancer terms and conditions

1. Definitions

1.1          In these Freelancer T&Cs the following words, phrases and expressions shall have the following meaning:

“Client” means any client or third party associated with the SL Company which you come into contact with as part of the performance of the Services.

“Commencement Date” means the date agreed by both parties that you shall commence work on the Project as agreed in any Order/Instruction Email or as set out on the Platform.

“Confidential Information” shall mean such information, whether communicated to you in writing, electronically or in any other medium (and whether or not it is marked confidential) and includes without limitation:

(a)          details of how the SL Company , the Group, or the Client prices its products or services including any discounts or non-standard terms offered to any SL Company or Group clients;

(b)          the SL Company’s, the Group’s and the Client’s Intellectual Property Rights;

(c)           information relating to the SL Company’s, the Group’s and/or the Client’s suppliers and the terms and conditions (including any prices and discounts) agreed with them;

(d)          information relating to the SL Company’s and the Group’s client contracts including the terms and conditions (including any prices and discounts) agreed with them;

(e)          research and development projects of the SL Company, the Group and/or the Client;

(f)           the SL Company’s, the Group’s and/or the Client’s marketing and sales strategies and plans;

(g)          potential acquisitions and disposals by the SL Company, the Group and/or the Client;

(h)          the SL Company’s, the Group’s and/or the Client’s financial and sales performance;

(i)            any processes, inventions, designs, know-how, discoveries, technical specifications and other technical information relating to the creation, production or supply of any past, present or future product or service of the SL Company, the Group and/or the Client; and

(j)           any information in respect of the Client which comes into your possession as a result of you providing the Services including but not limited to the fact that the SL Company/Group is providing products/services to that Client and the nature and content of those products/services;

(k)          any other categories of confidential information that the SL Company and/or the Client wants to protect and which the SL Company notifies to you as being confidential.

“Contract” shall mean the supply and acquisition of the Services for the Project formed by these Freelancer T&Cs and any subsequent Order and/or Instruction Email.

“Freelancer”/“you” means the individual providing the Services or where the service provider is a company “you” shall mean that company for itself and procuring on behalf of its staff, employees, workers, contractors or agents supplying the Services and “your” shall be construed accordingly.

“Group” means the SL Company, its subsidiaries, any holding company of the SL Company and any subsidiary of such holding company (all as defined in section 1159 of the Companies Act 2006) and any associated company (which expression shall mean any other company of which the SL Company or its holding company or any subsidiary of the SL Company or its holding company beneficially holds not less than 20% of the equity share capital) and any reference to “Group Company” shall be construed accordingly.

“Instruction Email” means the communication from the SL Company which provides written instructions to you in respect of the Project for which your Services are required.

“Intellectual Property Rights” means any copyrights, database rights, rights in designs, registered designs, trade marks, trade names, service marks, the goodwill in any trade marks together with rights in get-up and trade dress (including the right to sue for passing off), rights in confidential information (including, without limitation, know-how and trade secrets), rights in and to any inventions, patents, design patents, utility patents and the right to apply for and be granted any of these rights and the right to claim priority from any such application and any other intellectual property rights, including, without limitation, any rights in source code, software, domain names and social media accounts, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Order” means the SL Company purchase order for the Services including (without limitation) any placed by electronic means.

“Platform” means the SL Company XTRF portal which the Freelancer signs up to, in the event that the Freelancer is providing translation services, in order to obtain work instructions from the SL Company.

“Project” means each separate piece of work for which the Freelancer is instructed to provide the Services as described in the Order or the Instruction Email.

“Representatives” means any employees, agents, officers, advisors and other authorised representatives of the SL Company or you, as applicable.

“Scope of Works” means the specifications agreed between the parties, as set out in the Order or the Instructions Email, in respect of (i) the hours for performance of the Services by the Freelancer, (ii) the budget for the Services, (iii) the deadline agreed for the submission of the completed Services, (iv) any plans, data or other information stipulating the agreed results of the Services, and/or (v) any other bespoke instructions for the Services provided by SL to you.

“Services” means the freelancer services as agreed between the parties, asset out in the Order,/Instruction Email or on the Platform which you will provide to the SL Company in accordance with the Scope of Works.

“SL Company” shall mean the relevant Search Laboratory legal entity which instructs you to perform the Services, namely one of either Search Laboratory Limited, Search Laboratory Translations Limited or Search Laboratory, Inc.

2. Appointment

2.1          Subject to clause 2.4, the Order (either sent by SL via the Platform, in the case of translation services, or otherwise) and/or Instruction Email constitute an offer by the SL Company to acquire the Services subject to these Freelancer T&Cs.

2.2          Save as set out in the Order/Instruction Email accepted by you, nothing in this Contract, or as a result of you being set up on the Platform, shall place any commitment upon the SL Company to order any Services from you. Any forecasts or estimates in respect of the Services shall be non-binding. Nothing in this Contract shall confer any exclusivity of supply on you.

2.3          Unless otherwise agreed in writing, the Order or Instruction Email must be unconditionally accepted by you within 48 hours of the date of the Order/Instruction Email, otherwise the Order/Instruction Email may be deemed by the SL Company to have lapsed. Acceptance shall be by communication in writing received by the SL Company from you.

2.4          These Freelancer T&Cs including (without limitation) any special or standard terms stated in the SL Company’s Order/Instruction Email are the only terms and conditions which shall apply to the Contract and shall apply to the entire exclusion of all other terms and conditions whether express or implied (save for those implied terms that cannot be excluded at law). You accept that your terms and conditions of business shall not apply to this Contract or to any Order/Instruction Email under it in any circumstances, irrespective of how and when you purport to incorporate those terms and conditions.

2.5          Your subsequent commencement of any work in respect of the Services shall constitute your unconditional acceptance of these Freelancer T&Cs.

2.6          The SL Company shall only be bound by a Order/Instruction Email if it is issued by one of its Representatives.

2.7          No variation of the Contract, these Freelancer T&Cs or to any Order/Instruction Email shall be binding unless agreed in advance and signed in writing between you and our Representatives.

2.8          You agree to act as a consultant to the SL Company to provide the Services from the Commencement Date.  Additional services may be agreed between the parties if required.

2.9          You acknowledge and warrant that:

(a)          you have the necessary skills, expertise, qualifications and experience to provide the Services in line with the SL Company’s stated requirements; and

(b)          by entering into the Contract and fulfilling your obligations under it, you are not in breach of any obligations to any third party.

3. Your obligations

3.1          You confirm that, where you are a company or agency providing staff, workers, and/or  contractors who in turn will provide the Services, such staff, workers and/or contractors shall be subject to the same obligations as you as set out in the Contract and you will procure their acceptance of these obligations. The definition of “you” and “your” used throughout the Contract shall therefore be construed accordingly to include obligations on your staff, workers and/or contractors which you shall procure that they comply with.

3.2          You shall provide the Services to the SL Company in accordance with the Scope of Works

3.3          If, at any point during the provision of the Services, you find that you cannot comply with  the Scope of Works (for example because the deadline for the completion of the Services cannot be met for reasons beyond your control), you shall notify the SL Company immediately so that, if appropriate, the SL Company can agree (at its sole discretion) any amendment to the fees or extension of time (as appropriate) as soon as practicable (the “Change in Scope”). Once agreed, the Change in Scope shall amend the Scope of Works accordingly.

3.4          If it is not possible for the SL Company to agree a Change in Scope, the SL Company may terminate its Order/Instruction Email to you without any liability for costs in respect of the part performance of Services up to that termination date, save where the SL Company can make use of the Services performed  (at its option). You shall be liable for any increased costs incurred by the SL Company in seeking performance of the Services from an alternative service provider.

3.5          You are not entitled to provide partial performance of the Services unless agreed as part of a Change in Scope and/or as agreed in accordance with clause 3.3.

3.6          You shall provide the Services to the best of your skill and ability and to the standard of an experienced freelancer operating in the same market. Where the Services include translation services these will also be to the standard expected of native speaker and an equivalently trained translator.

3.7          The quality of the Services shall, subject to these Freelancer T&Cs, be as specified in the Order, Instruction Email and/or in any applicable Scope of Works the SL Company supplies to you or agrees in writing with you.

3.8          In respect of performance of the Services, you undertake only to submit diligently and accurately researched, localised, proofread texts or files that have been otherwise diligently and accurately edited. All Services which contain translations services must be diligently and accurately translated with the translation performed manually: machine-generated translations (and other freelancer services, unless expressly agreed in advance by SL Company) will not be accepted.

3.9          If, on completion or during the course of the provision of the Services, the SL Company deems that the Services will not comply with the Contract, including the Scope of Works and/or as set out at clauses 3.6 – 3.8 above, you will immediately take any such steps as are deemed necessary by the SL Company to ensure such compliance or rectify any issues raised by the SL Company. The SL Company shall not be charged for any further work provided by you as a result of this clause. You shall be liable for any increased costs incurred by the SL Company in seeking performance of the Services from an alternative service provider in the event that the SL Company deems that you shall not be able to rectify the issues raised in accordance with this clause.

3.10        If requested, at any time during or within one month of the end of the Contract, you shall provide the SL Company with a written report setting out the Services that you have provided or answering any questions it may have.

3.11        You shall provide the Services at the location agreed in the Scope of Works/Order or the Instruction Email, or at any other place as the SL Company may from time to time require (including the SL Company’s offices).

3.12        When you are present on the SL Company’s premises, you must comply with the same standards and rules that apply to its staff and other visitors to its premises.  These include the SL Company’s health and safety, security, equal opportunities, data protection, social media and anti-bribery policies (copies of which shall be provided to you upon request).

3.13        If you are unable to provide the Services to the SL Company due to illness, injury or for any other reason, you must notify the SL Company as soon as possible and then keep the SL Company informed on a daily basis.  For the avoidance of doubt, you will not be paid for any period during which the Services are not provided.

3.14        Subject to clause 3.15, you must have the benefit of appropriate insurance cover in place in respect of any loss or damage caused to the SL Company (or its employees, customers or suppliers) by you in providing the Services.  You must ensure that any insurance policies are taken out with reputable insurers and that the level of cover and other terms of insurance are acceptable to, and agreed by, the SL Company.  You must comply with all terms and conditions of the insurance policies at any time. An excess is permissible under the insurance, subject to you agreeing this with the SL Company in writing in advance.  On demand you must provide the SL Company with a copy of any insurance policies.

3.15        Where (i) there is no appropriate insurance available to you, for example because it is not offered within the jurisdiction within which you operate, or it is prohibitively expensive, or (ii) appropriate insurance cover is subsequently withdrawn, you will inform us immediately and the SL Company may (at its option) terminate the Contract immediately. For the avoidance of any doubt, in such circumstances where the SL Company chooses not to terminate, you explicitly confirm that you remain personally liable for any loss or damage caused to the SL Company (or its employees, clients or suppliers) by you in providing the Services and you accept the SL Company’s right to pursue you personally as an individual (whether pursuant to any indemnity set out in this agreement or pursuant to any other legal right that the SL Company may have) for any such loss or damage caused.

3.16        You must not, without the SL Company’s prior written consent, incur any expenditure in the name of, or for the account of, the SL Company or hold yourself out as having any authority to bind the SL Company.

3.17        Nothing in the Contract prevents you from providing consultancy/freelancer services (or any other services, including employment services) to any third party at any time, provided that the provision of those services does not entail or is not reasonably likely to lead to a breach of any of your obligations under the Contract, in particular the confidentiality obligations under clause 5 below, or in any way interfere with the full and efficient performance of your obligations under the Contract.

3.18        If you are offered any position (including any consultancy) in any business which is similar to or in any way competitive with the business of the SL Company or which could, if accepted, put you in breach of clause 3.17 above, you must notify the SL Company in writing of the proposed terms, giving sufficient detail of the nature of the duties to be carried out by you so that the SL Company can satisfy itself that there will be no breach of any of your obligations under the Contract.

3.19        The SL Company acknowledges that you have autonomy over your working methods and that it has no right to, nor shall it seek to, exercise any direction, control or supervision over you as to the manner in which the Services are to be provided.  This is subject at all times to the SL Company’s right to provide you with guidance and feedback to ensure the Services meet the SL Company’s requirements and expectations.

3.20        The SL Company is under no obligation to offer further contracts or services to you, nor are you under an obligation to accept such contracts or services if offered.  You are not obliged to make your services available except for the performance of your obligations under the Contract.

3.21        You warrant and represent that you shall keep any and all passwords/user ID for the Platform confidential and held securely and that you shall only use the Platform for the purposes of seeking to provide the Services and in accordance with any instructions provided to you by the SL Company. You further warrant and represent that you shall not download any content from the Platform (other than as required to enable your provision of the Services) or do anything to jeopardise the usability of the Platform

3.22        You shall keep all of your information up to date on the Platform to the extent that you receive instructions/provide Services via the Platform.

3.23        You shall inform the SL Company immediately of any changes in your circumstances which may affect your ability to provide the Services.

3.24        You shall not make contact with the Client directly in respect of the Services or otherwise unless expressly instructed to do so by the SL Company.

4. Payments

4.1          Subject to the receipt of a correctly constituted VAT invoice (which includes the relevant purchase order number as provided by the SL Company) the SL Company will pay to you a consultancy fee at the value set out in the Order/Instruction Email, exclusive of VAT, but otherwise inclusive of any other costs of supply (such as, but not limited to, the cost of any insurance, licence fees or any other costs in respect of software, hardware costs, delivery and any duties, levies and taxes other than VAT).

4.2          Save where alternative invoicing processing has been agreed in the Scope of Works for a particular Project,  by the last working day of each month, you must provide the SL Company with an invoice (which includes the relevant purchase order number) setting out the relevant wordcount or the number of hours/days worked that month, by reference to the agreed method of calculating fees for the Project as set out in Scope of Works, the Services provided and the amount of any fee payable (plus VAT, if applicable) in respect of that period.

4.3          If VAT is due on the Services provided under the Contract, you will ensure that the invoice provided under clause 4.2 complies with the statutory requirements concerning VAT invoices.

4.4          At the end of the month following the month of receipt of a valid invoice, the SL Company will pay to you the consultancy fee due in respect of that period.

4.5          The SL Company is entitled to deduct from the fees due to you any sums which you may owe to the SL Company or the Group.

4.6          Where the Contract is terminated before the end of a fee period, then the consultancy fee will be reduced pro rata.

4.7          Upon termination of the Contract for any reason, any outstanding fees payable to you will be subject to you complying with your obligations in clauses 9.3 and 9.4.

5. Confidential information

5.1          During the course of providing the Services, you will have access to Confidential Information (as defined herein) and other information that is secret, confidential or commercially sensitive and which if disclosed or used for purposes other than those of providing the Services to the SL Company or the Group could cause significant harm to the SL Company and/or the Group and/or the Client(s).

5.2          You must not, during the term of this Contract or afterwards, use, disclose or permit to be used or disclosed (unless this is strictly necessary in connection with the provision of the Services) any Confidential Information.

5.3          The restrictions contained in this clause 5 do not apply to any information which, otherwise than through your own unauthorised disclosure or breach of confidence, is already in or comes into the public domain, or the disclosure of which is ordered by a court of competent jurisdiction or where you have obtained the SL Company’s prior written approval to such disclosure.

5.4          The provisions set out in these Freelancer T&Cs relating to Confidential Information are without prejudice to any duties and obligations of confidentiality to which you may be subject at common law or equity.

5.5          If any Confidential Information is wrongfully misused and/or disclosed, you will notify the SL Company immediately after becoming aware of it and shall provide the SL Company with all the information relating to such misuse or disclosure, including how the misuse or disclosure occurred.

6. Intellectual property

6.1          You must disclose to the SL Company in writing full details of any works of any nature created by you in the course of providing the Services which are subject to Intellectual Property Rights.  Any Intellectual Property Rights existing (or which may in the future exist) in any works that are created by you either during the course of providing the Services or by using materials, tools, information or opportunities made available by the SL Company to you to provide the Services (including any details or documents provided as part of the Specification) shall automatically upon their creation vest in the SL Company.  To the extent such rights do not vest in the SL Company, you hereby assign to the SL Company (or the Client upon SL Company instruction) all existing and future Intellectual Property Rights in any such works, free from all encumbrances and with full title guarantee.

6.2          You agree to do all such things as the SL Company may require (including but not limited to the signing of documents), both during and after the term of the Contract, to perfect the SL Company’s title (or its Client’s title) in any Intellectual Property Rights in works created by you but which belong to the SL Company or the Client.

6.3          You hereby waive, on a worldwide basis, in favour of the SL Company (or its Client as appropriate) all your rights, pursuant to sections 77 – 89 of the Copyright Designs and Patents Act 1988 and similar rights throughout the world in any works you create during the course of providing the Services.

6.4          You accept that no future agreement between the SL Company and you, dealing with the ownership or licensing of any Intellectual Property Rights in works created by you, shall be enforceable unless and until it is in writing signed by or on behalf of the SL Company by a director.

6.5          You agree that you will not use any of the SL Company’s, or its Group’s/Client’s, Intellectual Property Rights after the termination of the Contract without the SL Company’s prior written consent.

6.6          The SL Company owns all documents, files, data and prototypes or models that you create in connection with providing the Services.  You must keep these separate from your other documents, files, data and prototypes or models and shall, at your expense, deliver up to the SL Company (or at its option destroy on oath) all such materials on the termination of the Contract.

6.7          You agree that the provisions of this clause 6 shall remain in full force and effect following the termination of the Contract for any reason.

7. Data protection

7.1          The SL Company places the highest importance on compliance with all applicable data protection laws in force from time to time, including but not limited to the General Data Protection Regulation as enacted into UK law and the Data Protection Act 2018 (“Data Protection Laws”).

7.2          The SL Company will hold and process personal data (as defined in the Data Protection Laws) about you in order to perform its obligations and exercise its rights under the Contract and for the purposes of its business. By entering into the Contract, you confirm that you have read and understood the SL Company’s privacy notice, the current version of which is available on its website (at www.searchlaboratory.com/privacy/) as updated from time to time, which provides further details about how and why your personal data will be used.  You agree to keep the SL Company informed of any changes to your personal data.

7.3          You must at all times comply with the Data Protection Laws and all of the SL Company policies, rules and procedures relating to the processing of personal data or otherwise relating to compliance with the Data Protection Laws whenever you process any personal data as a result of or in connection with your appointment, including any personal data relating to any individual employee, worker, client, customer, supplier or agent of the SL Company (“Company Personal Data”).  You must treat all SL Company, Group and Client Personal Data as if it were Confidential Information and not do or omit to do anything that would put the SL Company, Group and/or Client in breach of the Data Protection Laws.

7.4          If, in the course of providing the Services, you are required to process any SL Company or Client Personal Data you will immediately inform the SL Company of this and agree to be bound by, and comply with, the provisions set out in the SL Company Data Protection Policy (a copy of which is available upon request).

8. Status and legal compliance

8.1          The SL Company has entered into the Contract with you as a self-employed consultant or as an employee of a consultancy company or as the consultancy company.  There is nothing in the Contract that is intended to make you (or any substitute or member of your staff) an employee, worker, agent or partner of the SL Company or its Group or its Client. You are therefore not entitled to participate in any benefit scheme the SL Company (or its Group/Client) operates for its employees, including without limitation by way of health insurances, pension, paid holidays or life cover.

8.2          You must comply with all relevant laws and requirements relating to income tax, VAT, National Insurance and any other taxes and charges that apply to the Services you are providing to the SL Company.  Subject to clause 8.10, you must account for any taxes or charges due in respect of the fees the SL Company pays to you for those services.

8.3          You shall be responsible for the payment of any fee or salary to any staff supplied by you to provide the Services, together with any National Insurance and any other contributions and taxes required by law to be paid by you.   You shall also be responsible for meeting all of the employer obligations under the Pensions Act 2008 concerning the pension arrangements of your staff, including but not limited to the automatic enrolment and re-enrolment of staff into a qualifying scheme and the payment of the appropriate level of pension contributions.

8.4          You must not (and must procure than any staff supplied by you to the SL Company must not) engage in the facilitation of tax evasion and you and your staff must comply with any policies of the SL Company relating to the prevention of tax evasion and/or the prevention of the facilitation of tax evasion.  You must report immediately to the SL Company if you have any concerns or suspicions of tax evasion or associated fraud.

8.5          You warrant that all staff supplied by you pursuant to this agreement are either employees (whose remuneration is subject to income tax and National Insurance contributions deductions at source) or consultants engaged by you (who directly account to HM Revenue & Customs for any income tax and National Insurance contributions that may be due as a result of any remuneration that they receive).  You agree to indemnify the SL Company for any loss, cost or liability it incurs arising, directly or indirectly, from a breach of this warranty.

8.6          You acknowledge and agree (and shall procure that any staff supplied to the SL Company acknowledge and agree) that none of the staff supplied by you to provide the Services constitute an agency worker for the purposes of Regulation 3(1) of the Agency Workers Regulations 2010.

8.7          You must (and must procure that any staff supplied to the SL Company) 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.

8.8          You agree to indemnify the SL Company in full in respect of:

(a) any income tax, employee’s and employer’s National Insurance and social security contributions and apprenticeship levy (including any related interest, surcharges or penalties) and any other liability, deduction, assessment or claim arising from or made in connection with the performance of the Services under the Contract, where the recovery is not prohibited by law; any liability or obligation, costs, expenses (including legal expenses), damages or other losses which the SL Company or any Group Company may directly or indirectly incur as a result of or arising from:

(i)            any of your staff breaching the undertakings given by you (on behalf of them) and/or the Company or any Group Company taking steps to enforce such undertakings;

(ii)           any of your staff claiming that they are an employee or worker of the Company or any Group/Client, including in relation to income tax, other taxes, National Insurance, social security or other contributions, awards of compensation or damages and any interest or penalties relating to the same;

(iii)          any claim by any of your staff that they are an agency worker for the purposes of the Agency Workers Regulations 2010;

(iv)         any claim by you and/or your staff that the Company or any Group Company has obligations to you or any of your staff and/or owes any sums in respect of pension contributions under the Pensions Act 2008; and

(b)          any liability arising directly or indirectly from any employment-related claim or any claim based on worker status (including any compensation, damages or legal costs) brought by you or any substitute against the SL Company or its Group arising out of or in connection with the performance of the Services under the Contract; and

(c)           any liability or obligation and any related costs, expenses (including legal expenses) or other losses which the SL Company or its Group may incur resulting from any breach by you or any of your staff of the Data Protection Laws.

8.9          The SL Company may at its discretion satisfy the indemnities referred to in clause 8.8 above (whether in whole or in part), and any other indemnity given by you under the terms of the Contract, by way of deductions from any payments (if any) to be made by the SL Company to you under the Contract.

8.10        You acknowledge and agree that the SL Company is entitled to deduct from payments to you any PAYE and employer’s and employee’s National Insurance contributions and apprenticeship levy that it determines it is required to pay to HM Revenue & Customs in accordance with the Off-Payroll Rules in respect of such payments to you and/or the Services, where the deduction is not prohibited by law.  The SL Company shall remit any such sums deducted under this clause 8.10 to HM Revenue & Customs and shall provide you with a statement setting out any such deductions.

8.11        You will, and will procure that any of your staff providing the Services will, provide promptly to the SL Company any information requested by the SL Company that may be required to satisfy statutory legislation and/or reporting requirements (including, without limitation, the Off-Payroll Rules).

9. Termination

9.1          The SL Company may terminate the Contract immediately without notice (and with no liability to make any further payments to you, other than in respect of any fees validly accrued prior to termination) if at any time:

(a)          you commit any serious or repeated breach of the Contract (including but not limited to a breach of clauses 5, 7 and 8) or refuse or neglect to comply with any reasonable directions by the SL Company (including but not limited to a breach of clauses 3.1-3.8);

(b)          you misconduct yourself, whether during or outside the course of the Contract, in such a way that in the SL Company’s reasonable opinion the business, operation, interests or reputation of the SL Company is, or is likely to be, prejudicially affected;

(c)           you commit any criminal offence (including in particular any offence involving dishonesty or violence), other than an offence which does not in the reasonable opinion of the SL Company affect your position under the Contract;

(d)          you commit any serious or repeated breach of the SL Company’s policies and procedures;

(e)          you commit any breach of the Bribery Act 2010 or a breach of your obligations under clause 8.3;

(f)           you die or become insolvent;

(g)          the SL Company reasonably believes that HM Revenue & Customs (or any other competent tax authority) may determine that income tax and/or national insurance is due from the SL Company as a result of the Contract;

(h)          you are unable to provide the Services to the SL Company for any reason for more than two consecutive weeks in total in any period of a month; or

(i)            there are other substantial grounds justifying the immediate termination of the Contract.

9.2          When the Contract terminates, you must immediately:

(a)          return to the SL Company all of the property and documents belonging to the SL Company, the Group or the Client; and

(b)          provide the SL Company with all notes, records and materials prepared or created by you in undertaking the Services.

9.3          You must not keep any copies or summaries (in any format) of the SL Company’s, its Group’s or its Client’s property, documents, notes, records or materials.    If you have stored or copied any such data or information on to a computer, personal organiser or other system or device you must immediately delete that data or information.  For the avoidance of doubt, the contact details of business contacts (including the Client) made during the term of the Contract are regarded as Confidential Information and, as such, must be deleted from any personal, social or professional networking accounts on termination of the Contract.  If requested you must confirm in writing that you have fully complied with your obligations under this clause.

9.4          Once you have ceased providing the Services to the SL Company:

(a)          you must not hold yourself out as still having any connection with the SL Company, its Group or the Client; and

(b)          you still must not use, disclose or permit to be used or disclosed any Confidential Information.

10. Entire agreement

The Contract together with any documents referred to in it constitutes the entire agreement between the parties in respect of the Project.

11. Notices

11.1        Any notice to be given under the Contract shall be in writing to the address provided by the relevant Party which, in the case of the SL Company, shall be the Legal Department at the registered address.

12. Rights of third parties

No provisions of the Contract confer rights on, or shall be enforceable by, any third party (including any person engaged by you to assist with the provision of the Services), except that for the purposes of the Contracts (Rights of Third Parties) Act 1999 any member of the Group or a Client can enforce the confidentiality and Intellectual Property Rights clauses, and any other set out in these Freelancer T&Cs that purport to confer rights on the Group and/or Client in relation to you.

13. Governing law

13.1        The Contract, including these Freelancer T&Cs, is governed by and interpreted in accordance with the law of England and Wales.

13.2        The parties submit to the exclusive jurisdiction of the courts of England and Wales in connection with any claim, dispute or matter arising out of or relating to the Contract.

13.3        Any delay by the SL Company in exercising any of its rights under the Contract will not constitute a waiver of such rights.

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