Standard Terms and Conditions for Freelance Services

The following are our standard Terms and Conditions for the egagement of all Freelance Services whether billed as an individual or through a registered legal entitiy such as a limited company.

Engagement of Services

1. The Company hereby engages the Freelancer to provide freelance services (the “Services”) as specified in the scope of work or project brief (the “Project”).

2. Term

1. This Contract shall commence on the date of first commission and shall continue in perpetuity, unless terminated earlier in accordance with the provisions set forth herein. The commencement of the work signifies acceptance of this Contract in full, accepted as legally binding.

3. Copyright and Intellectual Property

1. The Freelancer agrees that, upon receipt of full payment from the Company, all intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, arising from the Services and the Project shall be assigned to and become the exclusive property of the Company.
2. The Freelancer agrees to execute any necessary documentation, including but not limited to assignment of rights agreements, to give effect to the transfer of such intellectual property rights to the Company.
3. The Freelancer agrees not to use or disclose any confidential or proprietary information of the Company, its clients, or its business partners without the prior written consent of the Company, both during the term of this Contract and thereafter.

4. Confidentiality

1. The Freelancer acknowledges that during the course of performing the Services, they may have access to and become familiar with confidential and proprietary information of the Company, its clients, and its business partners (“Confidential Information”).
2. The Freelancer agrees to keep all Confidential Information in strict confidence and not to disclose or permit the disclosure of any Confidential Information to any third party without the prior written consent of the Company, except as required by law.
3. The Freelancer shall use the Confidential Information solely for the purpose of performing the Services and shall take all necessary precautions to prevent unauthorised access, use, or disclosure of the Confidential Information.

5. Non-Solicitation

1. The Freelancer agrees that during their employment with the Company and for a period of 1 (one) year following the termination of their employment, they shall not, directly or indirectly, solicit, induce, or hire any client, employee or independent contractor of the Company to terminate their employment or engagement with the Company.

6. Payment and Expenses

1. The Company shall pay the Freelancer for the Services at the rate and in the manner set forth as agreed upon in writing by the Parties.
2. The Freelancer shall be responsible for all expenses incurred in the performance of the Services unless otherwise agreed upon in writing by the Parties.

7. Termination

1. Either Party may terminate this Contract upon written notice to the other Party in the event of a material breach of any provision of this Contract, subject to any cure period specified therein.
2. The Company may terminate this Contract at any time, with or without cause, upon written notice to the Freelancer. In such event, the Company shall compensate the Freelancer for all Services performed up to the effective date of termination.

8. Governing Law and Jurisdiction

1. This Contract shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of laws principles.
2. Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.

9. Entire Agreement

1. This Contract constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

10. Severability

1. If any provision of this Contract is held to be invalid, illegal, or unenforceable under any applicable law, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be severed from this Contract, and the remaining provisions shall remain in full force and effect.

11. Independent Contractor Relationship

1. The Freelancer acknowledges and agrees that their relationship with the Company is that of an independent contractor. Nothing in this Contract shall be construed as creating an employer-employee relationship, partnership, or joint venture between the Parties.

12. Notice

1. Any notice or communication required or permitted to be given under this Contract shall be in writing and shall be deemed effectively given upon personal delivery, or three (3) days after deposit in the mail, postage prepaid, certified or registered, return receipt requested, or one (1) day after sending via recognised overnight courier service, to the addresses provided by the Parties.

13. Waiver

1. No failure or delay by either Party in exercising any right, power, or privilege under this Contract shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

14. Assignment

1. The Freelancer may not assign or transfer any of their rights or obligations under this Contract without the prior written consent of the Company.

15. Survival

1. The obligations and rights contained in this Contract, including but not limited to confidentiality, intellectual property, and indemnification provisions, shall survive the termination of this Contract and shall continue to bind the Parties indefinitely.

16. Counterparts

1. This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

By commencing work for the Agency the Freelancer acknowledges and agrees to these terms and conditions. These terms and conditions may be subject to modification at the discretion of the Agency, with written notice provided to the Freelancer.