2 OPERATIVE PROVISIONS
2.1 The Business Operator agrees to provide the services as detailed at Schedule One together with such additional services as may be agreed from time to time between the parties ('the Services'). Save as specifically agreed and detailed in this Agreement, the Business Operator is not obliged to provide his services to the Company and, for the avoidance of doubt, both parties declare that they do not wish to create or imply any Mutuality of obligation whatsoever either during the course of this Agreement or otherwise.
2.2 The commencement date and duration of this Agreement is provided at Schedule One. Notwithstanding that a new and separate agreement may be negotiated in writing between the parties upon the termination of this Agreement, the Company is not obliged to offer ongoing work or ongoing contracts to the Business Operator, nor is the Business Operator obliged to accept such contracts.
2.3 The Business Operatoragrees to undertake the Services in a professional manner at all times and undertakes that he will devote such time, attention, skill and ability as the Services require. The Business Operator shall not, under any circumstances, unless authorized by a Director of the Company discount any of the Company's products or services what so ever.
2.4 If the Business Operatoris unable to provide the Services on any scheduled occasion due to illness or because of some other emergency then he must contact the Company at least 48 hours prior to commencing work on the day in question so that the Company can make alternative arrangements.
3 Commission Payment
3.1 The commission payable for the Services provided under this Agreement is detailed at Schedule One.
3.2 The Business Operatorshall receive notification of their statement of account being made ready for payment by email at 7pm on the Tuesday of the 2ndweek following the week that was been worked..
3.3 Statements raised in accordance with clause 3.2 shall be made by the Company within 30 days.
3.4 TheCompany may withhold commission payments of statements due to the Business Operator in order to compensate the Company for the loss of sales revenue if the Business Operator breaches the terms of this agreement and as a direct result causes the Company such loss of revenue.
3.5 The Business Operatoris contracted to provide Photography and Sales services, under the brand name of Picture-pal and as such, the Company requires a minimum level of sales from the Business Operator on each night worked in order to maintain this agreement. The Picture-pal software records the Business Operator's productivity and work rate. This will be communicated to the Business Operator via the online statements.
3.6 The Business Operator warrants and represents to the Company that they is an independent Business Operator and, as such, bears sole responsibility for the payment of Income Tax and National Insurance contributions which may become due from them in relation to any payments or arrangements made under this Agreement and, further, agrees to indemnify the Company and keep the Company indemnified in respect of all and any Income Tax or National Contributions which may be found due from the Company on any payments or arrangements made under this Agreement together with any interest, penalties or costs arising from such liabilities.
3.7 Periodically, the needs of the business may change. The company reserves the right to make changes to Business Service Agreement, by giving 2 Week's notice to the Business Operator of the amendment. Should the Business Operator choose not to accept the changes, then they will be able to terminate their contract without prejudice and with 1 Week's notice.
4 CONFIDENTIALITY
4.1 Any trade secrets, confidential information and/or technical information which may come into the Business Operator's possession during the term of this Agreement shall be kept in the strictest confidence, and any tangible item relating to such information shall be returned to the Company upon request. Confidential information includes, but is not limited to, prices of tenders and/or contracts, secret processes or methods, formulae, compositions, systems, techniques, computer programs, research projects, lists and details of clients and customers, information relating to the working of any process or invention carried on or used by the Company, future business strategy, sources of supply, marketing tenders, financial data, marketing, production or merchandising systems or plans and any price or other sensitive information which may come to the knowledge of the Business Operatoror any other information designated by the Company as confidential.
4.2 The restriction in clause 4.1 above does not apply to any disclosure made pursuant to an order of a Court of competent jurisdiction or to any disclosure lawfully made pursuant to the Public Interest Disclosure Act 1998.
4.3 All notes, computer disks and tapes, memoranda, correspondence, records, documents and other tangible items made, used or held by the Business Operator during the period of this agreement which relate directly or indirectly to the businesses of the Company or any Associated Company shall be and remain at all times the property of the Company and used by the Business Operator on a hired basis. Upon the termination of this Agreement, the Business Operator shall promptly deliver to the Company all such tangible items which are in his possession or control and which either belong to the Company or contain secret or confidential information as defined above.
5 INTELLECTUAL PROPERTY
5.1 All and any intellectual property including copyright in images or photographs taken by the Business Operator in connection with or for the purposes of the services provided to the Company pursuant to this Agreement or otherwise during the term of this Agreement shall be the property of and shall be vested in the Company.
6 TERMINATION OF Agreement
6.1. This Agreement shall terminate automatically on the date stated at Schedule One unless terminated pursuant to clause 6.2.
6.2 This Agreement may be terminated as follows:
6.2.1 By either party giving to the other 14 (fourteen) days' notice in writing; If the Business Operator fails to give and serve 14 days notice to the Company, then the Company reserves the right to withhold payment of the final 2 Weeks of the Operator's Invoices at it's discretion.
6.2.2 Immediately by the Company in the event that the Business Operator:
6.2.2.1. is in material breach of any term of this Agreement which, in the case of a breach capable of remedy, shall not have been remedied by the Business Operatorwithin 7 days of receipt by him of a written notice from the Company specifying the breach and requiring its remedy;
6.2.2.2 shall have refused or failed within a reasonable time to provide any one or more of the Services after being instructed in writing by the Company to do so;
6.2.2.3 shall have conducted themselves in any manner which, in the reasonable opinion of the Company, has brought or is likely to bring the Company or any Associated Company into disrepute or has or is likely to impair his ability to provide any of the Services to the Company or do so in any manner or at any time which the Company shall reasonably have required of him.
6.3 The right to terminate this Agreement with or without notice is without prejudice to any other rights and/or remedies that the parties to this Agreement may have against the other.
7 PROVISION AND RETURN OF COMPANY PROPERTY
7.1 The Company will provide the Business Operator on a hired basis materials, equipment and stock they will require to carry out the Services, and charge a total fee rate of all monies generated by the Business Operator. The details of which will be included in the weekly statements provided by the Company. The Company shall provide an invoice for this fee for the hire and cost of providing our services and business platform to the Business Operator.
7.2 The Business Operatorshall return to the Company upon the termination of this Agreement, howsoever arising, all materials and equipment provided by the Company which are within the Business Operator's possession including, but not limited to, cameras and other photographic equipment, computer equipment and software, photographs, reports, manuals, correspondence, customer lists and details and copies of any documents or software.
7.3 The Business Operator will take reasonable care with all materials and equipment provided to him by the Company and will compensate the Company for any damage caused to such materials and equipment by the Business Operator's deliberate or negligent misuse of the same.
7.4 The Business Operatoris solely responsible for his/her sales revenue during the course of their work at the Company's trading location/s, until such time as conducting cashing up procedures, sealing security bags and placing them in the Company's agreed secure location within the trading address. In the event that the Business Operator fails to take reasonable care to secure his/her sales revenue, or conducts unauthorized discounts of the Company's products, then The Company may, after conducting an internal investigation, withhold and deduct any such losses due to undue care and attention or negligence by the Business Operator, from the Business Operator's outstanding commission statements.
7.5 In the event that The Business Operator ceases to provide his/her services to the Company, the Company may prevent the Business Operator from entering the Company's working locations, for a period of up to 6 months. This is in line with the Company's client policy on Business Operators entering their premises.
8 BENEFIT
8.1 It is agreed that the Business Operator is and individual business and for the avoidance of doubt:
8.1.1 shall not be entitled to receive holiday pay or bank holiday pay or special absence pay in any circumstances from the Company;
8.1.2 shall not be entitled to receive sick pay in any circumstances from the Company. The Business Operator will bear the cost of any health insurance which he may arrange at his own discretion;
8.1.3 shall not be entitled to partake in any grievance procedure offered to employees of the Company and as an independent Business Operator is not entitled to the benefit of any statutory employment rights;
8.1.4 shall not be entitled to receive any Company benefits or partake in any pension scheme run by the Company.
