Terms & Conditions
1.1 The definitions and rules of interpretation in this clause apply in this agreement (unless the context requires otherwise).
Business of the Client: the management and / or operations of the business as detailed in the corresponding proposal document
Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Commencement Date: as stated in the corresponding proposal document
Client: the entrepreneur and / or the business
Client Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of the Client or its or their customers and business contacts, and any equipment, keys, hardware or software provided for the Company or the Individual’s use by the Client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Company or the Individual on the computer systems or other electronic equipment of the Client, the Company or the Individual during the Engagement.
Confidential Information: 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 the Client for the time being confidential to the Client.
Engagement: the engagement of the Company by the Client on the terms of this agreement.
Individuals: The directors of Geminus Innovation Ltd.
Insurance Policies: professional indemnity insurance cover and public liability insurance cover.
Intellectual Property Rights: patents, rights to Inventions, copyright and related 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.
Services: the services described in the Services section.
Substitute: a substitute for the Individual appointed under the terms of clause 12.3.
Termination Date: the date of termination of this agreement, howsoever arising.
Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, inventions, ideas, discoveries, developments, improvements or innovations and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by the Company or the Individual in connection with the provision of the Services.
1.2 The headings in this agreement are inserted for convenience only and shall not affect its interpretation.
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 Unless the context otherwise requires, words in the singular include the plural, and in the plural include the singular.
1.6 The Proposal to this agreement forms part of (and is incorporated into) this agreement.
2.1 The Client shall engage the Company and the Company shall make available to the Client the Individual to provide the Services on the terms of this agreement.
2.2 The Engagement shall commence on the Commencement Date and shall continue unless and until terminated:
(a) as provided by the terms of this agreement; or
(b) by either party giving to the other not less than one months’ prior written notice.
3.1 During the Engagement the Company shall, and (where appropriate) shall procure that the Individual shall provide the Services with all due care, skill and ability and use its or his best endeavours to promote the interests of the Client.
3.2 If the Individual is unable to provide the Services due to illness or injury, the Company shall advise the Client of that fact as soon as reasonably practicable.
3.3 The Company may, subject to the following proviso, appoint a suitably qualified and skilled Substitute to perform the Services instead of the Individual, provided that the Substitute shall be required to enter into direct undertakings with the Client, including with regard to confidentiality.
3.4 The Company shall use its reasonable endeavours to ensure that the Individual is available at all times on reasonable notice to provide such assistance or information as the Client may require.
3.5 Unless it or he has been specifically authorised to do so by the Client in writing:
(a) neither the Company nor the Individual shall have any authority to incur any expenditure in the name of or for the account of the Client; and
(b) the Company shall not, and shall procure that the Individual shall not, hold itself out as having authority to bind the Client.
3.6 The Company shall, and shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the Client’s health and safety procedures from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.
3.7 The Company shall, and shall procure that the Individual shall, 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.
3.8 The Company will, on behalf of the Client, monitor and track progress of the actions as agreed with the Client at the outset of the engagement and throughout the course of the programme.
3.9 To enable the Company to carry out its work, the Client agrees:
a) to provide the Company with full and relevant information necessary for dealing with the particular assignment. The Company will rely on the information, in whatever format, being true, correct and complete, and will not audit the information.
b) to respond quickly and fully to requests for information, and to other communications from the Company.
c) to review in reasonable time all work done by the Company in the course of providing the service and advise of any errors or omissions therein.
4.1 The Client shall pay the Company the fees as detailed in Section 5 of the corresponding proposal document (plus VAT) for the services listed in Section 3 of the proposal document.
4.2 On acceptance of this proposal the Company shall submit to the Client an invoice which gives details of the amount of the fee payable (plus VAT) for the Services during the stated period.
4.3 Any additional work required over and above that required for the defined services listed in the proposal will be charged at a rate to be agreed with the Client. No such work shall commence until agreed and confirmed in writing with the Client.
4.4 In consideration of the provision of the Services, the Client shall pay each invoice submitted by the Company in accordance with clauses 4.1 to 4.3, within fourteen days of receipt.
4.5 The Client shall reimburse all reasonable expenses properly and necessarily incurred by the Company or the Individual in the course of the Engagement, subject to production of receipts or other appropriate evidence of payment. This will include (but is not limited to) all reasonable travel, accommodation and subsistence costs for visits to the client’s premises.
4.6 Travelling expenses will be calculated at 45p/mile or standard class rail fare plus hotel/subsistence at cost.
5.1 Nothing in this agreement shall prevent the Company or the Individual 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 such activity does not cause a breach of any of the Company’s obligations under this agreement.
6.1 The Company acknowledges that in the course of the Engagement it and the Individual will have access to Confidential Information. The Company has therefore agreed to accept the restrictions in this clause 6.
6.2 The Company shall not, and shall procure that the Individual shall not (except in the proper course of its or his duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use its best endeavours to prevent the publication and disclosure of) any Confidential Information. This restriction does not apply to:
(a) any use or disclosure authorised by the Client or required by law; or
(b) any information that is required to be sent to third parties in connection with the provision of the Services;
(c) any information which is already in, or comes into, the public domain otherwise than through the Company’s or the Individual’s unauthorised disclosure.
6.3 At any stage during the Engagement, the Company will promptly on request return to the Client all and any Client Property in its or the Individual’s possession.
7.1 The Company shall comply, and shall procure that the Individual shall comply, with the Client’s data protection policy and relevant obligations under the General Data Protection Regulation and associated codes of practice when processing personal data relating to any employee, worker, customer, client, supplier or agent of the Client.
8.1 The Company hereby assigns to the Client all existing and future Intellectual Property Rights in the Works and all materials embodying these rights to the fullest extent permitted by law.
8.2 The Company warrants that:
(a) it has not given and will not give permission to any third party to use any of the Works, nor any of the Intellectual Property Rights in the Works;
(b) it is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
(c) the use of the Works or the Intellectual Property Rights in the Works by the Client will not infringe the rights of any third party,
and confirms that the Individual has given written undertakings in the same terms to the Company.
9.1 The Company shall have liability for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Company or the Individual 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.
9.2 The liability of the Company is limited to ten times the gross fees incurred and paid or £250,000; whichever is greater.
10.1 Notwithstanding the provisions of clause 2.2 the Client may terminate the Engagement with immediate effect without notice and without any liability to make any further payment to the Company (other than in respect of amounts accrued before the Termination Date) if at any time the Company or the Individual commits any gross misconduct affecting the Business of the Client.
10.2 The rights of the Client under clause 10.1 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 Company as having brought the agreement to an end. Any delay by the Client in exercising its rights to terminate shall not constitute a waiver of these rights.
10.3 The Client may terminate the Engagement and withdraw from their respective programme with written notice of not less than 3 calendar months. During this notice period the client must continue to adhere to the agreed payment schedule stated in the proposal document.
10.4 If the Company has supplied the Client with a Visa endorsement and the Client subsequently withdraws from an Innovator International programme, the Client’s Visa endorsement will be withdrawn by the Company upon termination of the engagement.
10.5 The Company commits to honouring your endorsement for the full period of this contract as detailed in the corresponding proposal, subject to the Client meeting all of the requirements as stated within the Proposal and Terms & Conditions. If for any reason, the Company is unable to continue operating as an Endorsing Body, it would seek to transfer your endorsement to another Endorsing Body with UK Home Office approval.
On the Termination Date the Company shall procure that the Individual shall immediately deliver to the Client all Client Property which is in its or his possession or under its or his control.
12.1 The relationship of the Company (and the Individual) to the Client will be that of independent contractor and nothing in this agreement shall render it (nor the Individual) an employee, worker, agent or partner of the Client and the Company shall not hold itself out as such and shall procure that the Individual shall not hold himself out as such.
12.2 The services provided by the Individual are not those of an interim, shadow or other form of board director as defined in the Companies Act 2006 and neither the Client nor the Individual may be held out as such.
12.3 This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Company shall be fully responsible for:
(a) 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 either the performance of the Services or any payment or benefit received by the Individual in respect of the Services, where such recovery is not prohibited by law;
(b) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Individual or any Substitute against the Client arising out of or in connection with the provision of the Services.
13.1 Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it.
13.2 Each party on behalf of itself acknowledges and agrees with the other party that:
(a) this agreement together with any documents referred to in it constitutes the entire agreement and understanding between the Company and the Client and supersedes any previous agreement between them relating to the Engagement (which shall be deemed to have been terminated by mutual consent);
(b) the only remedy available to it shall be for breach of contract. Nothing in this agreement shall, however, operate to limit or exclude any liability for fraud.
13.3 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.
13.4 This agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.
13.5 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.
13.6 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.
14.1 Each party undertakes to the other party that:
(a) it will not in the course of the operation of the Business, engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010;
(b) it has and will maintain in place adequate procedures designed to prevent any Associated Person from undertaking any conduct that would give rise to an offence under section 7 of the Bribery Act 2010; and
(c) from time to time, at the reasonable request of the other party, it will confirm in writing that it has complied with its undertaking under clause 14.1 and will provide any information reasonably requested by the other party in support of such compliance.
14.2 Breach of any of the undertakings in this clause shall be deemed to be a material breach of the agreement.