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Booking Contract
Effective January 1, 2023
This agreement defines the terms and conditions between the Company and Worker in relation to the Assignments entered into through Worksome’s Platform (the “Booking Contract”). Capitalized terms not defined in this Booking Contract are defined in Worksome’s Terms of Use, User Agreement, or elsewhere in the Terms of Service. The applicable Assignment is incorporated by reference to this Booking Contract.
Parties understand that by entering into this Booking Contract, they agree to be bound by Worksome’s terms and conditions located at https://www.worksome.com/legalcenter.
1. CONTRACTED SERVICES
1.1 Worker will deliver the Worker Services set forth in the applicable booking in accordance with the standards, duties, and warranties set out in the Assignment and in this Booking Contract. Worker accepts to act diligently, competently and in a professional manner in order to complete the Assignment within the time agreed for the completion of each such Assignment.
1.2 The Worker and Company may, upon mutual written agreement, modify the scope, quantity or nature of the services to be provided including any deliverables or work product to be provided in connection with the services contemplated in this agreement. No changes will be of any force or effect until agreed to by the parties in writing.
1.3 Worker accepts to comply with the Company’s policies at all times during the effective period of this agreement. Failure to do so may result in the immediate termination of this Booking Contract.
1.4 Worker understands and agrees that they will have no authority to bind the Company unless the Company has specifically permitted this in writing in advance.
1.5 Worker will promote the interests of the Company and, unless prevented by ill health or accident, devote as much time as is necessary to the performance of their obligations under this Booking Contract. If the Worker is unable to provide the Worker Services due to illness or injury, the Worker will notify the Company as soon as reasonably practicable. For the avoidance of doubt, no fee will be paid for any period during which the Worker Services are not provided.
2. PERFORMANCE OF CONTRACTED SERVICES
Unless otherwise agreed by the parties, the Worker may use any subcontracted companies or individuals at any time, provided that:
(a) the Worker gives reasonable notice of any subcontractor(s) utilized in the performance of contracted services;
(b) the subcontractor meets all Company requirements, if applicable, including security, clearance, time, method, and manner applicable to the performance of the contracted services;
(c) there is no interruption in the delivery of contracted services;
(d) the Worker remains exclusively responsible for the timely delivery of all contract services; and
(e) no material change in the cost, including service charges, taxes, expenses or fees occur.
3. COMPANY’S OBLIGATIONS
Company acknowledges and agrees to pay all fees owed to the Worker under the Booking Contract through thePlatform, cooperate with the Worker in all matters relating to the Worker Services, and provide in a timely manner all documents, information, items, and materials in any form (whether owned by the Company or a third party) (“Company Materials”) that are reasonably requested by the Worker in connection with the Worker Services.
4. PAYMENTS
Both the Company and the Worker agree to make payments according to the terms and conditions listed under Worksome’s Fee and Payment Policy. All payments must be made through the Worksome Platform. Both the Company and the Worker understand and agree that they are solely responsible for their own tax liability for the payments received, unless otherwise required under applicable law.
5. TERM AND TERMINATION
5.1 Term. Worker will provide the agreed services to the Company in accordance with the dates specified in the Assignment (“the Term”). This Booking Contract will automatically terminate upon the Worker Services having been completed, delivered to the Company, and having fulfilled the Assignment to the reasonable satisfaction of the Company.
5.2 Termination. This Booking Contract may be terminated by either party providing written notice to the other party.
The Company may at any time terminate this Booking Contract with immediate effect with no liability to make any further payment to the Worker (other than in respect of any accrued fees or expenses at the date of termination) if:
(a) the Worker is in material breach of any of their obligations under this Booking Contract, which incorporated the Terms of Service herein; or
(b) other than as a result of illness or accident, after notice in writing, the Worker willfully neglects to provide or fail to remedy any default in providing the Worker Services.
Any delay by the Company in exercising its rights to terminate will not constitute a waiver of those rights.
5.3 Obligations on Termination. In the event of termination, the Company will pay the Worker on a pro-rata basis any fees then due and payable for any Worker Services completed up to and including the date of such termination, and the Worker will promptly deliver any Work Product (as defined under Section 9.1) that is then in progress.
Upon termination, Worker will irretrievably delete any information relating to the business of the Company 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 the Worker’s possession or under the Worker’s control outside the premises of the Company.
6. CONFIDENTIAL INFORMATION AND COMPANY PROPERTY
6.1 Either during this Booking Contract or at anytime during 3 (three) years after the termination of this Booking Contract, Worker will not use or disclose to any person or any confidential information about the business or affairs of the Company, any other company in its group or any of its business contacts, or about any other confidential matters which may come to their knowledge in the course of providing the Worker Services. For the purposes of this section, confidential information means any information or matter which is not in the public domain, and which relates to the affairs of the Company, any other company in its group or any of its business contacts. The restriction in this section does not apply to: (a) any use or disclosure authorized by the Company or as required by law; or (b) any information which is already in, or comes into, the public domain otherwise than through your unauthorized disclosure.
6.2 All documents, manuals, hardware and software provided for the Worker’s use by the Company, and any data or documents (including copies) produced, maintained or stored on the Company’s computer systems or other electronic equipment (including mobile phones if provided by the Company), remain the property of the Company. At any time during the performance of this Booking Contract upon request by the Company or upon termination of this Booking Contract, the Worker undertakes to immediately return to the Company all materials, documents, correspondence, notes and drafts, in paper or electronic format, relating to the Company’s activities, which are in its possession. Worker will have no right of retention of a copy of the aforementioned documents and objects.
7. INTELLECTUAL PROPERTY
Worker hereby assigns to the Company all existing and future intellectual property rights (including, without limitation, patents, copyright and related rights) and inventions in the Work Product arising from the Worker Services provided for the Company during the Term of this Booking Contract. Worker agrees to promptly execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this section. No other payment other than the Booking Fees and pre-approved expenses will be made in consideration of this assignment, unless required by law.
8. DATA PROTECTION
The Worker agrees to comply with the Company’s data protection policies when processing personal data relating to any employee, worker, customer, client, supplier or agent of the Company or any other personal data or information provided by the Company for the purposes of this Booking Contract.
9. REPRESENTATIONS AND WARRANTIES
9.1 Worker. Worker represent and warrants to the Company that:
(a) they have the right to enter into this Booking Contract, to grant the rights granted herein, and to perform fully all of their obligations in this Booking Contract;
(b) entering into this Booking Contract with the Company and performance of the Worker Services do not and will not conflict with or result in any breach or default of the Worker under any other Booking Contract to which they are subject;
(c) they have the required skill, experience, and qualifications to perform the Worker Services, they will perform the Worker Services in a professional and workmanlike manner in accordance with the generally recognized industry standards for similar services, and they will devote sufficient resources to ensure that the Worker Services are performed in a timely and reliable manner;
(d) they will perform the Worker Services in compliance with all applicable laws and regulations, including by maintaining all licenses, permits, and registrations required to perform the Worker Services;
(e) the Company will receive good and valid title to all Work Product (as defined below), free and clear of all encumbrances and liens of any kind; and
(f) all Work Product is and will be the Worker’s original work (except for material in the public domain or provided by the Company) and, to the best of the Worker’s knowledge, does not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity.
For the purpose of this Booking Contract, “Work Product” means the deliverables provided by Worker to Company in connection withWorker’s performance of their obligations under this Booking Contract.
9.2 Company. Company represents and warrants to the Worker that it has the full right, power, and authority to enter into this Booking Contract and to perform its obligations hereunder, and the execution of this Booking Contract by its representative whose signature is set forth at the end of this Booking Contract has been duly authorized by all necessary corporate action.
10. LIABILITY AND INDEMNIFICATION
Worker will have personal liability for and will indemnify the Company for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from the provision of the Worker Services under this Booking Contract and will maintain in force during the period of this Booking Contract adequate insurance cover with reputable insurers acceptable to the Company.
Worker accepts that the Company may satisfy any indemnity contained in this section (in whole or in part) by way of deduction from any payment due to the Worker, to the extent permitted by law.
11. CONTENT ON THE PLATFORM
All content made available on the Platform is subject to Worksome’s User Contribution Policy. Both the Company and the Worker understand that they are solely responsible for their own content on the Platform. The Company and the Worker further understand that any correspondence they have through the Platform may be binding.
In some regions, Worksome offers a worker classification tool via the Platform (“Worksome Classify”) which assists users in providing a classification recommendation through a questionnaire filled out by both the Company and the Worker. The Company and the Worker accept to provide truthful information when filling out the questionnaire.
12. OTHER ACTIVITIES
During the Term of this Booking Contract, Worker may be engaged, employed or concerned in any other business, trade, profession or other activity which does not place the Worker in a conflict of interest with the Company. However, Worker may not be involved in any capacity with a business which does or could compete with the business of the Company without the prior written consent of the Company.
13. NON-CIRCUMVENTION
Parties agree to use the Platform as their exclusive method to request, make, and receive all payments under this Contract. Parties agree not to circumvent the payment methods offered by the Platform. By way of illustration and not in limitation of the foregoing, parties agree not to submit proposals or solicit parties identified through the Platform to contract, hire, work with, or pay outside the Platform, accept proposals to contract, invoice, or receive payment outside the Platform, or report on the Platform any payment amounts lower than that actually agreed between the parties.
14. DISPUTE RESOLUTION
Parties understand that Worksome may, but is not obliged to, provide non-binding, informal assistance in resolving the disputes between users subject to the Dispute Resolution Policy.
15. ASSIGNMENT
Worker accepts not to assign any rights or delegate or subcontract any obligations under this Booking Contract without the Company’s prior written consent. Any assignment in violation of the foregoing will be deemed null and void. The Company may freely assign its rights and obligations under this Booking Contract at any time. Subject to the limits on assignment stated above, this Booking Contract will inure to the benefit of, be binding on, and be enforceable against each of the Parties hereto and their respective successors and assigns.
16. NOTICE
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) will be in writing and sent through the Platform, or through another method agreed upon in writing between the parties. Except as otherwise provided in this Booking Contract, a Notice is effective only if the party giving the Notice has complied with the requirements of this section.
17. SEVERABILITY
If any term or provision of this Booking Contract is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Booking Contract or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto will negotiate in good faith to modify this Booking Contract so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Addendum 1
Highlighted Country Specific Terms for Workers
Instructions
If you reside in and work in one of the following countries, the following clauses will be incorporated into your Booking Contract. To the extent there is a conflict between the terms below and the terms in the Booking Contract above, the below terms will control to the extent of that conflict.
United Kingdom
1. Definitions
“Auto Enrolment Scheme” means the Worksome or Payroll Intermediary pension scheme which is a qualifying scheme under the Pensions Act 2008 (“PA”);
“Compliance Documentation” means all information and documentation requested via the Platform including to meet Worksome’s vetting checks for registration of a Worker to the Platform, to comply with the screening requirements of the Company for the Assignment including any security clearance requirements (as applicable), statutory obligations and duties arising under Tax Legislation, to comply with all other applicable laws and all other Company specific requirements for the Assignment and which will include corporate (including company incorporation) information (for PSC Worker), business bank account details (for PSC Worker and Sole Worker), bank account details (for PAYE Worker) national insurance details of the PAYE Worker and any relevant Representatives, personal data relating to the PAYE Worker, Sole Worker, and or any Representatives (for a PSC Worker), evidence of a Worker’s and any Representative’s right to work, the provision of work or business references for any Worker and other tax information (including VAT registration as applicable);
“Contracting Party” means the party whom the Worker will contract with to deliver the Worker Services to the Company pursuant to an Assignment, and whom will either be the Company, Worksome, or a Payroll Intermediary;
“Leave Year” means the 12 month period during which the PAYE Worker or Payroll Worker accrues and may take statutory leave commencing on the date that the PAYE Worker or Payroll Worker commences an Assignment;
“Location” means the agreed place or premises where the Worker Services will be performed set out in the Assignment and whether in the United Kingdom or in any other jurisdiction;
“Minimum Wage” means the minimum gross wage that a Worker is entitled to be paid in the United Kingdom, and which will either be the national minimum wage or national living wage, as applicable, and which is subject to Tax Deductions;
“Off-Payroll Rules” mean the rules affecting worker services to public sector, medium or large clients through intermediaries pursuant to Chapter 8 of Part 2 of ITEPA 2003 and Chapter 10 of Part 2 of ITEPA 2003 (or such other amendments to ITEPA 2003 as may replace, vary or expand its provisions including but not limited to the Finance Bill 2020-21) and including but not limited to all other consequential amendments made to tax and social security legislation);
“Outside IR35 Worker” means a PSC Worker who is determined to be outside of the Off-Payroll Rules for the purposes of the Assignment pursuant to a Status Determination Statement (“SDS”) and in respect of which the Booking Fees will be paid gross to the PSC Worker;
“Payroll Intermediary” the payroll company that engages a Payroll Worker to supply Worker Services under an Assignment and who is entitled to charge the Payroll Worker a fee for the provision of its services as a payroll company and who for the purposes of these Terms will be classified as a PSC Worker in the supply of the Worker Services;
“Relevant Terms and Conditions” mean relevant terms and conditions as defined under Regulation 6 of the AWR, including: (a) pay, (b) the duration of working time; (c) night work; (d) rest periods and rest breaks;
“Representative” means the employees, workers, or officers or Payroll Worker (as applicable) of the PSC Worker and any agreed subcontractor of the PSC Worker utilized in the performance of the Worker Services (as specified in the Assignment) and including any Substitute from time to time;
“Rest Period” means any unpaid rest break that the PAYE Worker may be or any Representative or Payroll Worker of a PSC Worker is entitled to take during any period of the Assignment in compliance with the Working Time Regulations 1998;
“Substitute” means any employee, worker, or officer who replaces a Representative of the outside IR35 Worker or any subcontractor of the outside IR35 Worker or Sole Worker;
“Tax Deductions” mean any deductions which Worksome or any Payroll Intermediary is required by law to make in respect of any PAYE Worker or Payroll Worker (respectively);
“Tax Legislation” means all income tax and social security contributions legislation, including but not limited to the ITEPA 2003, the Social Security Contributions (Intermediaries) Regulations 2000 and the Social Security (Categorisation of Earners) Regulations 1978 including Agency Tax Legislation, IR35 Legislation, MSC Legislation, Off-Payroll Rules, and all consequential amendments to social security legislation, and changes to existing tax legislation affecting worker services provided to public authorities and private sector organizations through intermediaries and including any other tax legislation relating to unincorporated businesses and sole traders.
2. Worker Types
The following table represents the potential types of Workers that the Platform may accommodate:
Worker Type: PSC Worker
Engagement model: A Worker may supply their services through their own registered company where the worker is determined to be Outside IR35.
Worker Type: Sole Worker
Engagement model: A Worker who supplies their services as a sole trader business if they deliver services exclusively from their home office or from a serviced office not connected or instructed by any Company or if they have received a determination from HMRC that they are self-employed or otherwise meet any agreed list of grades published by HMRC which may be treated as self-employed. If the sole trader is unable to meet the requirements for Worker Services, the Worker will be required to be engaged as a PAYE Worker or Payroll Worker for that Assignment.
Worker Type: PAYE Worker
Engagement model: A Worker engaged as a statutory worker for an assignment by Worksome and will be entitled to receive payment for, or the benefit of, any statutory rights where applicable in addition to the Booking Fees (subject to any statutory deductions for tax, national insurance contributions or deductions required by law). Such engagements will typically work best where assignments are agreed on a time and materials basis based upon hours or days worked.
Worker Type: Payroll Worker
Engagement model: A Worker engaged as a statutory worker for an assignment by a third-party payroll organization (often known as umbrella companies) and will be entitled to receive such payment for or receive the benefit of any statutory rights where applicable in addition to the Booking Fees (subject to any statutory deductions for tax, national insurance contributions). Such engagements will typically work best where assignments are agreed on a time and materials basis based upon hours or days worked.
3. Payments
3.1. Worker understands and accepts that where an engagement in the United Kingdom requires Worksome to make any tax deductions from any Booking Fees payable to a Worker, Worksome will make the deductions from the Booking Fees.
3.2. All fees payable to the Sole Worker or PSC Worker hereunder (i) will be exclusive of VAT, which will be charged in addition by the Worker as applicable (where the Worker is registered for VAT and has provided a VAT registration certificate) and shown separately on the invoice at the rate, and (ii) will be paid gross.
3.3. Booking Fees for any Assignment will never be offered to a PAYE Worker or Payroll Worker at a rate lower than the Minimum Wage, because the Minimum Wage is the minimum gross rate of remuneration that Worksome reasonably expects to achieve in connection with an Assignment. For the avoidance of doubt, Worksome operates as an employment business in relation to PAYE Workers and supplying the same.
4. Contracting Party
4.1. To deliver Worker Services to a Company via the Platform, there are three ways in which Workers may contract to deliver Worker Services. The Worker may enter into a contract:
(a) directly with the Company, and the Company appoints Worksome to act on its behalf to administer payment of the Booking Fees to the Worker,
(b) directly with Worksome through the Platform to deliver the Worker Services to the Company and Worksome will in turn contract with the Company, or
(c) directly with a Payroll Intermediary through the Platform to deliver the Worker Services to the Company, the Payroll Intermediary will in turn contract with Worksome, and Worksome will in turn contract with the Company.
4.2. The identity of the Contracting Party to a Booking Contract with the Worker will depend on the nature of the Assignment, the engagement type of the Worker, and the requirements of applicable laws, particularly Tax Legislation. The Contracting Party will be determined for each Assignment and will be set out in the Booking Contract on the following basis:
Worker Type: PSC Worker
Contracting Party: Company
Who pays the Worker: Worksome on behalf of the Company
Worker Type: Sole Worker
Contracting Party: Company
Who pays the Worker: Worksome on behalf of the Company
Worker Type: PAYE Worker
Contracting Party: Worksome
Who pays the Worker: Worksome
Worker Type: Payroll Worker
Contracting Party: Third party payroll intermediary (umbrella company)
Who pays the Worker: Third party payroll intermediary (umbrella company)
4.3. When Worksome or a Payroll Intermediary acts as the Contracting Party, the Company may request from time to time that a Worker sign additional undertakings with the Company to comply with specific concerns relevant to the Assignment. Often these undertakings involve the Worker agreeing to additional obligations to keep the Company’s information confidential, to ensure that the Company becomes the owner of the Worker Services so they can continue to use the same after the Assignment ends, and to ensure that any personal data the Worker handles is compliant with data protection laws. Such specific terms of a Company are supplementary to this Booking Contract, and do not replace or vary this Booking Contract. If there is ever a conflict between this Booking Contract and any specific terms for a Company, the specific terms for a Company will take priority to resolve that conflict.
5. AWR Workers - Workers subject to the Agency Workers Regulations 2010 (“AWR”)
5.1. Where the Assignment continues beyond 12 continuous calendar weeks during the whole or part of which the AWR Worker works temporarily for and under the supervision and direction of the Company in the same or a similar role as defined in Regulation 7 of the AWR (“Qualifying Period”), the AWR Worker may be entitled to additional rights under Relevant Terms and Conditions, which will take effect from the completion of the Qualifying Period and may include the following for example:
(a) additional paid annual leave (to the extent that the Relevant Terms and Conditions entitlement exceeds the existing paid annual leave the AWR Worker is entitled to),
(b) eligibility to qualify for and be paid a bonus (depending on the nature of the bonus, given some bonuses are excluded under the AWR) in accordance with the Company’s applicable bonus scheme (which may be discretionary or contractual), the payment of which will be subject to the terms and conditions of the Company’s bonus scheme,
(c) such duration of working time, rest periods and or rest breaks as apply to the Assignment which differ from and are preferential to the AWR Worker’s rights and entitlements pursuant to the Booking Contract.
5.2. The AWR Worker will promptly upon the request of the Contracting Party (whether before or during any Assignment) provide details of any prior assignments or projects that the Worker has undertaken for the Company (whether directly or indirectly through a third party) within the last 12 months (irrespective of who the intermediary third party may have been) including details of the number and type of roles undertaken so that the Contracting Party may determine when entitlements under the AWR may apply.
5.3. Under Regulation 12 and Regulation 13 of the AWR, the AWR Worker may from commencement of the Worker Services be entitled to access collective facilities and amenities at the Location (which other comparable employees have access to) and to access internal vacancies that the Company may have respectively. The AWR Worker will ensure that if they have any queries relating to these “day one rights”, such queries are raised directly with the Company.
5.4. If the AWR Worker considers that they have not or may not have received equal treatment under the AWR, the AWR Worker may raise this in writing with the Contracting Party setting out as fully as possible the basis of their concerns. With the exception of those “day one rights” set out above, the AWR Worker will raise any concerns or complaints arising from the AWR directly with the Contracting Party in the first instance as required by the AWR.
5.5. The Contracting Party is entitled to make a payment in lieu of any additional holiday entitlement due to the AWR Worker pursuant to section 5.1 (a). Accordingly, unless otherwise stated in the Assignment, the Booking Fees will include the AWR Worker’s basic salary (which will meet the requirements of basic pay pursuant to the AWR) and payment in respect of any additional holiday entitlement due to the AWR Worker pursuant to section 5.1 (a).
5.6. The AWR Worker will not be entitled to be paid for Rest Periods during any Assignment except to the extent that the Worker or the Representative is required to perform the Worker Services during any Rest Period as directed by the Company (and where stated in any Assignment) or such Rest Periods are required to be paid beyond the Qualifying Period on the basis such Rest Periods fall within Relevant Terms and Conditions.
6. PAYE Workers
6.1. Under the Working Time Regulations 1998, a statutory worker is entitled to 5.6 weeks paid leave per year. All entitlement to leave must be taken during the course of the Leave Year in which it accrues. No payments can be made in lieu of untaken annual leave (except on termination of an Assignment) and no holiday entitlement can be carried over from one Leave Year to the next. It is the PAYE Worker’s responsibility to ensure that they take their leave entitlement during the relevant Leave Year.
6.2. Entitlement to paid leave for any PAYE Worker during an Assignment accrues in proportion to the amount of time worked by the PAYE Worker during an Assignment during the Leave Year. Payment for periods of annual leave taken during the Assignment will be calculated in accordance with and in proportion to the number of hours that the PAYE Worker has worked during the Assignment.
6.3. If the PAYE Worker wishes to take paid leave during any Assignment, the PAYE Worker must notify the Contracting Party in advance through the Platform. The period of notice required from the PAYE Worker must be at least twice the length of the period of leave requested. The Contracting Party may request that any paid annual leave is taken at a time that is suitable to the Company or may require the PAYE Worker to take paid annual leave at specific times or delay taking paid annual leave during specific times.
6.4. The PAYE Worker is not entitled to paid annual leave on bank holidays or public holidays. Where a bank holiday or other public holiday falls during an Assignment and the PAYE Worker does not work on that day, then subject to the PAYE Worker having accrued entitlement to paid leave, the PAYE Worker may request to take the bank or public holiday as paid leave. All such requests should be sent to the Contracting Party via the Platform.
6.5. In the course of any Assignment during the first Leave Year, the PAYE Worker is entitled to request leave at the rate of one-twelfth of the PAYE Worker’s total holiday entitlement in each month of the Leave Year. In certain circumstances, the PAYE Worker may be entitled to enter into an agreement with the Contracting Party, allowing the PAYE Worker to request annual leave to be taken in advance of accrual, provided the relevant criteria are satisfied. Each Assignment will confirm what arrangements have been requested by the PAYE Worker and agreed by the Contracting Party. The PAYE Worker will enter into any additional agreement reasonably required by the Contracting Party to administer the wishes of the PAYE Worker with respect to any annual leave arrangements.
6.6. The PAYE Worker agrees that any overpayment in respect of annual leave entitlement will be deducted from any final payment by the Contracting Party to the PAYE Worker and the PAYE Worker hereby authorizes such deduction to be made.
6.7. Unless otherwise stated in the Assignment, the Booking Fee will include the PAYE Worker’s basic salary and payment in respect of any additional holiday entitlement due to the PAYE Worker.
6.8. The PAYE Worker may be eligible for statutory sick pay (SSP) for certain periods of sickness absence, provided that the PAYE Worker meets the relevant statutory criteria. The qualifying days for SSP purposes are Monday to Friday unless otherwise stated in any Assignment. The PAYE Worker will not be entitled to SSP for the first 3 qualifying days of sickness for SSP purposes.
6.9. There are no current contractual entitlements to a pension for the PAYE Worker, however the Contracting Party will comply with any statutory obligations under the Pension Act 2008 to provide access to an Auto Enrolment Scheme where applicable. The Contracting Party will notify the PAYE Worker via the Platform as to the terms of and eligibility for the Auto Enrolment Scheme. If in any week the PAYE Worker is required to be automatically enrolled into the Auto Enrolment Scheme the minimum employee contributions will be deducted from the Booking Fees and which will be paid into the Auto Enrolment Scheme.
6.10. The PAYE Worker will be entitled to opt out of the Auto Enrolment Scheme after the PAYE Worker has been automatically enrolled, but only in accordance with the rules of the Auto Enrolment Scheme, which will be provided in writing to the PAYE Worker.
6.11. During the Assignment, the PAYE Worker is not entitled to any other paid leave.
6.12. The PAYE Worker is required to work at various locations (depending on the Assignment) and does not have a normal place of work. Whilst Worksome’s address is 16 St. John's Lane, London, EC1M 4BS, the Assignment will specify the location in respect of that particular Assignment.
6.13. The PAYE Worker has no normal hours of work and will be required to work the hours and days as required by the Company during the Assignment. The PAYE Worker’s hours and days of work will vary according to the needs of the Company. The PAYE Worker will be notified of the specific hours and days they will be required to work in advance of accepting any Assignment.
6.14. For the avoidance of doubt, no probationary period applies to the PAYE Worker’s engagement by Worksome. In addition, there is no collective agreement which directly affects the PAYE Worker’s engagement as a worker.
6.15. No training will be provided to the PAYE Worker.
7. Liability and Insurance
7.1. Except in the event of death or personal injury caused by the negligence of the parties or for any other liability which cannot be limited in law, the Contracting Party’s liability to the Worker under this Booking Contract, whether arising from contract, tort, statute or otherwise, will be limited to 100% of the Booking Fees payable to the Worker under this Booking Contract.
7.2. Where the Contracting Party is the Company, the Worker accepts that Worksome’s only liability to the Worker is acting as payment intermediary for the Company in respect of any such Booking Contract, is to raise invoices on behalf of the Worker through the Platform and to make payment of the Booking Fees approved and paid for by the Company. If the Company fails to make payment to Worksome for any Booking Fees through the Platform, for whatever reason, Worksome will have no further liability to the Worker. The Worker will be obliged to pursue the Contracting Party to the Booking Contract for any breach of such Booking Contract and or failure to make payment of the Booking Fees.
7.3. Where the Contracting Party is a Payroll Intermediary, the Payroll Worker accepts that Worksome will have no liability to the Payroll Worker in respect of any such Booking Contract. The Payroll Worker understands and agrees that the Booking Contract will be agreed between the Payroll Worker and the Payroll Intermediary.
7.4. PSC Workers and Sole Workers undertake to maintain at their own cost an insurance policy to cover full liability in respect of any act, omission or default for which it may become liable for in undertaking the Assignment or as a consequence of any indemnity or other obligation accepted by the Worker under this Booking Contract. The Worker will maintain those insurances policies, in accordance with the relevant limits, and terms of insurance required in the Assignment, or if no such limit is set out in the Assignment, the Worker will maintain in force a professional indemnity insurance policy to a limit of no less than £500,000 per claim or series of connected claims. The Worker will ensure that it maintains all insurances for the duration of any Assignment and for a period of at least 3 years thereafter. All insurance certificates and other evidence must be uploaded onto the Platform upon request. The Worker will notify Worksome immediately if any insurance policies are at risk of being canceled, suspended, or ended.
8. Termination
8.1. Without prejudice to any other rights under this Booking Contract, the Contracting Party may terminate this Booking Contract at any time without prior notice or liability prior to the commencement of Worker Services (for any reason), or during the term of the Booking Contract in the event that the Worker (including any Representative) has:
(a) failed to provide Compliance Documentation required before the commencement of Worker Services or within any other time period notified via the Platform; or
(b) failed to provide accurate and sufficient information, has provided false or fraudulent information, or has negligently or recklessly provided inaccurate information in response to a request made by the Company or Worksome arising under this Booking Contract and in particular in relation to information requested with regard to whether the Sole Worker or the PSC Worker or the Representative are working under (or subject to the right of) supervision, direction or control of any person in the provision of the Worker Services.
8.2. Without prejudice to any other rights under this clause, the Contracting Party may terminate this Booking Contract without further liability on giving immediate notice to the Outside IR35 Worker or Sole Worker if the Contracting Party knows or suspects that the Outside IR35 Worker, the Sole Worker or any Representative are performing the Worker Services under (or subject to the right of) supervision, direction or control of any person in breach of this Booking Contract.
8.3. Without prejudice to any other rights of termination either party may have under this Booking Contract, the Contracting Party may at any time request the immediate removal of Representatives from the Worker Services if the Company or the Contracting Party is dissatisfied with the professional conduct of any Representative. If the Contracting Party requires the removal of any Representatives, the Worker will replace the Representatives. If the Worker is unable to replace the removed Representative within a period of 7 days, the Contracting Party will be entitled to terminate the Booking Contract with immediate effect. Worksome will not be liable to the Worker for any such termination.
8.4. Without prejudice to any other rights under this clause, the Worker acknowledges that the continuation of any Booking Contract is subject to and conditional upon the continuation of the contract entered into between the Contracting Party and the Company. In the event that the contract between the Contracting Party and the Company is terminated for any reason (including but not limited to the Company’s failure to make payment of or likely failure to make payment of any of its obligations to the Contracting Party) the Booking Contract will terminate with immediate effect without liability to the Worker (save for payment for Worker Services performed by the Worker up to the date of termination of the Booking Contract).
8.5. Notwithstanding anything to the contrary in this Booking Contract, if a Booking Contract is terminated by the Contracting Party due to the Company’s failure to make payment, or due to the Contracting Party receiving notice that the Company is dissolved, ceases to conduct substantially all of its business, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors or has an administrator, administrative receiver, liquidator, receiver, trustee or similar appointed over their assets, the Contracting Party will only be liable for payment for Worker Services performed up to the date of termination of the Booking Contract and, save in respect of PAYE Workers, to the extent that the Company has made payment in respect of such Worker Services to the Contracting Party.
9. Status of and Tax implications for PSC Workers (excluding any Payroll Intermediary) and Sole Workers
9.1. The parties agree that this Booking Contract reflects a contract for services between independent businesses and nothing in this Booking Contract will render the Worker or any Representative or Substitute an employee, worker, agent or partner of Worksome or the Company. The Worker will not (and will procure any Representative and/or any Substitute will not) hold themselves out as such. The responsibility for the direction, supervision and control of the Representative or any Substitute in the provision of the Worker Services rests with the Worker and no other party, unless otherwise specified in the Assignment.
9.2. The Worker will ensure that it does not allow itself nor any of its Representatives or Substitutes to be treated as an employee by the Company or allow any integration of such persons into the Company’s workforce, or otherwise allow anything, act in any manner, or omit to do anything that may imply or otherwise create an employee relationship between any Worker, any Representative, or any Substitute and the Company.
9.3. The PSC Worker agrees that jobs obtained through the Platform are outside of the scope of the Conduct Regulations on the basis that the PSC Worker is not performing services under the temporary supervision, direction and or control of a Company, and Worksome is not an employment business and provides access to the Platform to the PSC Worker to find and secure its own jobs with companies, and Worksome provides an administrative service to the Company to assist the Company to facilitate the administration of the jobs via the Platform. The PSC Worker agrees that on the basis it is in business on its own account and any Booking Contract entered into is outside of the scope of AWR (except if a Worker is an AWR Worker).
9.4. The Worker warrants, represents and undertakes that:
(a) it will be solely responsible for all payments arising out of or in connection with any Booking Contract, and in particular for all taxes, national insurance contributions, and other contributions that may become due and payable to HMRC;
(b) it is properly incorporated in the UK as a limited liability company and its business operations are based wholly in the UK and will remain so during the Assignment;
(c) it is a genuine and independent business in the performance of the Worker Services for the Company (including any End Customer) and AWR does not apply to the Assignment and this will remain so during the Assignment (except where the Worker is an AWR Worker); and
(d) it will only utilize a Substitute or any subcontractor for the Worker Services in accordance with this Booking Contract.
9.5. The parties agree that nothing in this Booking Contract is intended to imply an employment relationship (which includes the implication of worker status) between any Worker or Representative or Substitute and Worksome; or any PSC Worker or Representative or Substitute and the Company and accordingly the Worker will indemnify and keep indemnified Worksome and the Company in full against any Liabilities that Worksome or the Company incur or suffer including any income tax liabilities or national insurance contribution liabilities, and any redundancy payments or protective awards, relating to or arising out of or in connection with:
(a) the employment or alleged employment of any Representatives or Substitutes;
(b) engagement of any Representative or Substitute as a worker or agency worker;
(c) any claims and or demands made by any Representative or Substitute in respect of the termination of the Booking Contract;
(d) the Worker’s failures to pay any Representatives or Substitutes any sums properly due;
(e) any claim by a trade union, staff association or staff body in respect of any or all of the Representatives or Substitutes arising out of or in connection with the Worker’s failure to comply with its legal obligations; or
(f) any claim or demand made by any Worker’s Representative or Substitute under any applicable laws relating to their employment or worker status and or other arising out of or in connection with the Booking Contract.
9.6. Neither the Worker nor any Representatives nor any Substitutes are or will be employees or agents of Worksome, the Company or any other person associated with or connected to the Booking Contract excluding any Payroll Intermediary (Relevant Parties) and therefore will not be entitled to any benefits, entitlements, or access to facilities that employees of the Relevant Parties are entitled to. In particular the parties agree that the Worker and its Representatives or Substitutes will not be entitled to any of the following from any Relevant Parties under the Booking Contract:
(a) payment for absences, whether holiday, special absence, statutory absences or sickness absence;
(b) benefit of the application of any grievance procedure, disciplinary procedure, and or performance appraisal procedure applicable to employees of any Relevant Parties;
(c) benefit of any pension scheme and or company benefits (whether statutory entitlements or otherwise) applicable to employees of any Relevant Parties; and
(d) use of or access to any staff facilities on any premises of any Relevant Parties (unless the Worker is an AWR Worker).
9.7. The Worker may subcontract part or all of the Worker Services to any subcontractor provided that such subcontractor is required to commit to contractual terms which are materially the same as those set out in the Booking Contract, is suitably experienced and qualified to deliver the Worker Services pursuant to the Booking Contract. The relevant Worker will assume sole responsibility for making payments to the subcontractor. The subcontractor will have no contractual, financial or legal relationship with the Contracting Party or the Company. Where the Worker has subcontracted part or all of the Worker Services to any subcontractor, the Worker will remain primarily liable for and responsible for the acts and omissions of such subcontractors as fully as if they were acts and omissions of the Worker (or any of its Representatives) and the Worker hereby accept to indemnify the Contracting Party, Worksome, and the Company for and against any liability incurred whether directly or indirectly arising out of or in connection with the default of any subcontractor.
9.8. The Worker warrants, represents and undertakes that (for the purposes of compliance with Tax Legislation):
(a) Any person it utilizes as Representatives however arising (and whether utilized directly or indirectly via any subcontractor) is not and will not be engaged by the Worker or any subcontractor as a sole trader (i.e. an individual who receives gross payments for services performed) or as a partner through any partnership (other than with the prior written consent of Worksome, which may be unreasonably withheld);
(b) It will continue to pay all taxes due to HMRC and will not utilize or otherwise be engaged in ‘disguised employment’ practices when delivering Worker Services under the Booking Contract;
(c) It will not operate any travel and or subsistence policy and procedure in breach of any Tax Legislation or other applicable laws;
(d) It is not a managed service company for the purposes of the legislation relating to Managed Service Companies: Chapter 9 of Part 2 ITEPA 2003 and Section 688A, Part 11 of ITEPA 2003 (“MSC Legislation”).
9.9. The Sole Worker warrants, represents and undertakes that they are properly incorporated in the UK as a self-employed individual and has obtained a unique tax reference number for self-assessment purpose to the extent that its business operations are based wholly in the United Kingdom and will remain so during the Assignment.
9.10. The Worker undertakes, warrants and represents that neither it nor any Worker is the subject of any tax investigation and or litigation regarding tax non-compliance.
9.11. The Contracting Party may request at any time, and the Worker will provide information as required by the Contracting Party which demonstrates how the Worker complies with this section or why certain clauses do not apply to it. Any request for information will specify the information which the Worker must provide and the period within which that information must be provided.
10. Status of and Tax implications for PSC Worker - Off-Payroll Rules
10.1. The Company will confirm whether or not the small companies’ exemption applies to the Assignment for the purposes of the Off-Payroll rules (Exempt Assignment). If the Assignment is an Exempt Assignment, the PSC Worker remains solely responsible for its determination and status under IR35 Legislation for the Exempt Assignment and will provide evidence of its determination and any insurance taken out in respect of such determination to the Contracting Party on request.
10.2. If the Assignment is not an Exempt Assignment, the PSC Worker accepts the Company has the responsibility for and has determined the Assignment to be outside of the Off-Payroll Rules (Outside IR35) and Worksome is the “fee-payer” for the purposes of the Off-Payroll Rules. The PSC Worker will provide all assistance with and disclose all such information that is requested by the Contracting Party to monitor the status of the Assignment and may audit the same within a period of 6 years after the termination of the relevant Assignment.
10.3. The PSC Worker will (and will ensure that any Representative will) comply with all requests and requirements of the Contracting Party to facilitate the assessment of any status determination for Off-Payroll Rules, facilitate the re-assessment of such status throughout the Booking and upon completion of the Booking, at intervals determined by the Contracting Party and notified to the PSC Worker.
10.4. If the Contracting Party elects to administer an outsourced IR35 compliance service (IR35 Solution), the PSC Worker and the Representative will comply with all requests and requirements of the Contracting Party to facilitate the assessment of any status determination for Off-Payroll Rules, facilitate the re-assessment of such status throughout the Assignment and upon completion at intervals determination by the Contracting Party through the IR35 Solution, and to ensure that all information relating to any Assignment is kept up to date and the Contracting Party is notified of any changes in the Assignment or any working practices agreed pursuant to an Assignment. The PSC Worker will ensure that it and any Representative provide all assistance and cooperation to the Contracting Party in the event that the Contracting Party, the Company, or Worksome are required to respond to any HMRC enquiry during the Assignment or during a period of 6 years from the end of such Assignment and will make available all such persons as may be required to attend any enquiry meetings or any court or tribunal in respect of any formal challenge by HMRC to the status determination concluded through the IR35 Solution.
10.5. The PSC Worker acknowledges and agrees that should any determination for an Assignment not be determined to be Outside IR35, whether prior to or during any Assignment, the PSC Worker will be required to engage with the Contracting Party as a PAYE Worker or Payroll Worker for the purpose of the Assignment concerned.
10.6. If an Assignment is not an Exempt Assignment, the PSC Worker will not be liable for or required to indemnify the Contracting Party, Worksome and the Company for any liability arising under or in connection with any income tax, employee national insurance contributions, or employer national insurance contributions that may be awarded against, claimed from or demanded from Worksome or the Company under any Tax Legislation arising out of or in connection with the performance of the Worker Services unless and to the extent that the same has been caused by or materially contributed to by the default of the PSC Worker or the Representative.
10.7. Worksome reserves the right to update these terms to incorporate additional terms and conditions it considers necessary to comply with the Off-Payroll Rules on giving notice to any Worker and or Company registered as a user on the Platform of such changes, and which will apply to all Assignments raised via the Platform and entered into following receipt of such notice.
11. Status of and Tax implications for PSC Worker – Payroll Intermediary
11.1. The PSC Worker warrants, represents and undertakes that the Payroll Worker will accept the direction, supervision, and or control of the Company, and will observe all relevant rules and regulations of the Company’s premises (and where applicable any End Customer premises, including the normal hours of work at the premises) to which attention has been drawn or which the Payroll Worker might reasonably be expected to ascertain or ought to be aware of.
11.2. The PSC Worker warrants, represents and undertakes that the Payroll Worker obeys all lawful and reasonable instructions of any supervisor or line manager of the Company and reports to such person as required from time to time.
11.3. The PSC Worker accepts that it may only utilize the Payroll Worker named in the Assignment to deliver the Worker Services, unless otherwise agreed in writing by the Contracting Party and the Company and may not provide a Substitute or any subcontractor unless with the prior written agreement of the Contracting Party.
11.4. The PSC Worker will only employ or engage and supply a Payroll Worker as an employee or statutory worker and in which case the PSC Worker warrants that it will employ a Payroll Worker and will pay full tax and national insurance contributions on the Booking Fees it receives from the Contracting Party after the deduction of any Payroll Intermediary administration fee, business expenses, travel or subsistence expenses claimed (where applicable). Upon request from the Contracting Party, the PSC Worker will provide evidence of its compliance with HMRC with respect to the manner of engagement of a Payroll Worker, any required registrations and compliance with legislation.
11.5. The PSC Worker will use and apply good HR administration and practice with respect to the employment, management and termination of a Payroll Worker. Upon request from the Contracting Party, the PSC Worker will provide copies of the employment contract, its staff handbook, and any other employee or employer policies and procedures applicable to the Payroll Worker.
11.6. Should the PSC Worker inform the Contracting Party that the Payroll Worker employed will not be subject to the supervision, direction, or control of the Company or any third party whilst performing the Assignment, the Contracting Party will only vary the same to the extent that it has received written evidence from the PSC Worker supporting its request to the Contracting Party and provided that the Contracting Party accepts such written evidence. In any event, the PSC Worker will indemnify and keep indemnified the Contracting Party from and against any losses arising from the Contracting Party accepting the PSC Worker request.
11.7. If the PSC Worker requests the Contracting Party to seek information from the Company or any third party in relation to the PSC Worker’s request under section 11.3, the Contracting Party will action such request on the PSC Worker’s behalf but only on the understanding and acceptance that Contracting Party is merely acting as an agent for the PSC Worker in making any such request and passing on the Company’s response to the PSC Worker and Contracting Party will only forward on requests in the format provided by the PSC Worker. The Contracting Party reserves the right to charge an administrative fee in respect of any such request, the details of which will be available upon request. Contracting Party will not be liable for the accuracy, truth or genuineness of any information passed on by Contracting Party, from the Company or any third party, to the PSC Worker. The PSC Worker hereby indemnifies Contracting Party and keeps the Contracting Party indemnified in respect of, and holds Contracting Party harmless from and against, any losses arising from any allegation or claim by the PSC Worker or any other party that Contracting Party has provided inaccurate, fraudulent, or misleading information to the PSC Worker in respect of any such request.
11.8. The PSC Worker warrants that the Payroll Worker will receive the benefit of any additional rights that the PSC Worker becomes entitled to under a notice of variation to an Assignment issued by Contracting Party including pursuant to AWR.
11.9. The PSC Worker agrees that it will notify the Contracting Party of any entitlements that it believes the Payroll Worker is entitled to pursuant to AWR prior to the end of the Qualifying Period and will ensure that it makes all requests and enquiries in writing of the Contracting Party on a timely basis to determine whether it requires any uplift in or variation to any Booking Fees or other terms of the Agreement to ensure the Payroll Worker receives all entitlements that they may be entitled to pursuant to AWR.
11.10. The PSC Worker agrees that it will not seek to circumvent or otherwise avoid the application of the AWR.
12. Status of and Tax implications for PAYE Worker
12.1. The PAYE Worker understands and acknowledges that any Booking Contract created via the Platform will be an individual contract for services between the Contracting Party and the PAYE Worker, and the PAYE Worker will be engaged as a statutory worker and is an AWR Worker entitled to the statutory rights and protections afforded as a consequence of such status. The PAYE Worker’s first engagement under this contract for services commences on the date of the commencement of the first Assignment. The PAYE Worker understands that they will not be engaged as a worker by Worksome, and no such contract for services will exist, between Assignments. Further, the PAYE Worker understands and acknowledges that they are not and will not be an employee of the Contracting Party or the Company and therefore will have no entitlement to any unfair dismissal rights, redundancy payments, nor any other entitlements in law reserved for employees only and whether against the Contracting Party or the Company.
12.2. The PAYE Worker will not be entitled to any benefits other than those stated in this Booking Contract or as determined by applicable laws.
12.3. The PAYE Worker is entitled to raise any complaint or issue arising from its contract for services with the Contracting Party and the same should be raised through the Platform, and the Contracting Party will in the first instance investigate such complaint or issues raised. For the avoidance of doubt, the Contracting Party’s disciplinary and or grievance procedures for its own employees do not apply to any PAYE Worker under a Booking Contract however all complaints and issues will be investigated fully and responded to by the Contracting Party.
12.4. During the Booking Contract, the PAYE Worker warrants, represents and undertakes to; accept the direction, supervision, and or control of the Company, and will observe all relevant rules and regulations of the Company’s premises (and where applicable any End Customer premises (including the normal hours of work at the premises) to which attention has been drawn or which the PAYE Worker might reasonably be expected to ascertain or ought to be aware of and to obey all lawful and reasonable instructions of any supervisor or line manager of the Company and report to such person as required from time to time.
12.5. The PAYE Worker may not substitute himself or herself during any Assignment, unless otherwise agreed in writing by the Contracting Party and the Company and subject to any conditions required of the Contracting Party and the Company.
13. Governing Law, Jurisdiction and Venue
This Booking Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Booking Contract or its subject matter or formation.