Contract for Services

This model document is one which Freegle Limited will use when it commissions a paid service of work. See Contracted Roles for a list of applicable roles.

Contract for Services between Freegle Ltd and xxxxxxxxxxxx hereinafter called the Contractor

1. Definition of Work

1.1. The Contractor will perform the activities outlined in Appendix A - Statement of Work.

1.2. Variations of the statement of work, such as carrying-over allocated days from one month to another will be agreed in writing.

2. Term

2.1. This agreement shall commence on xx/xx/xxxx and continue for twelve months unless terminated as provided for in section 7.

2.2. The term of this Agreement may be extended by mutual, written agreement.

3. Payment

3.1. Freegle Ltd will pay the Contractor fees as outlined in the Statement of Work.

3.2. Freegle Ltd will repay reasonable expenses (at cost) incurred in delivery of this agreement, in line with the Freegle expenses policy.

3.3. The Contractor shall send monthly invoices made out to Freegle Ltd with a record of days worked attached and expenses incurred. Invoice Information

3.4. Payment shall be made by bank transfer into the account provided by the Contractor. Freegle Ltd undertakes to pay within 10 days of invoicing.

4. Contractor’s Status

4.1. The Contractor warrants to Freegle Ltd that they operate in business on their own account and as such bears sole responsibility for the payment of taxes and/or national insurance contributions relating to any payments or arrangements made under this Agreement. The Contractor will indemnify Freegle Ltd in respect of any such payments required to be made by Freegle Ltd.

4.2. Freegle Ltd is exempt from HMRC’s Off-Payroll Working rules (often called “IR35”). More information is available in Appendix B – Position on Off-Payroll Working rules (IR35).

5. Responsibilities and Standard of Work

5.1. The Contractor will:

5.1.1. Use best endeavours to complete the item of work within any agreed timeline. If it becomes clear this is not possible, the Contractor must inform Freegle Ltd.

5.1.2. comply with Freegle Ltd policies, including Health & Safety, Equality, Diversity and Data Protection.

5.1.3. provide services with reasonable care and skill.

5.1.4. respond to Freegle Ltd's reasonable requests in relation to the provision of the above services.

5.1.5. do nothing which is likely to bring Freegle Ltd into disrepute or which is contrary to the interests of Freegle Ltd.

5.1.6 (Optional, delete if not required) indemnify and keep Freegle Ltd indemnified from and against all claims, losses and liability suffered or incurred by Freegle Ltd as a result (whether direct or indirect) of any negligent or deliberate act or omission of the Contractor. .

6. Intellectual Property and Confidentiality

6.1. The Contractor assigns to Freegle Ltd all intellectual property rights arising as a result of the Contractor providing the above services to Freegle Ltd. The Contractor agrees to execute any further documents reasonably requested by Freegle Ltd to perfect the above assignment of rights during and termination of this agreement.

6.2. All Confidential Information remains the property of Freegle Ltd. On termination of this agreement, or at the request of Freegle Ltd at any time during the agreement, the Contractor shall hand over all Confidential Information or copies to Freegle Ltd or irretrievably delete any electronic copies of Confidential Information.

7. Changes

7.1 Any significant alteration to, or termination of this agreement will be agreed in writing and are subject to xxxxxxxxx months’ notice.

For Freegle Ltd: Name: ___________________ Position: ___________________ Signed: ___________________ Date: ___________________

For xxxxxxxxxxx Name: ___________________ Position: ___________________ Signed: ___________________ Date: ___________________

Appendix A – Statement of Work

8 xxxxTitle for Statement of Workxxxxxx

8.1 xxxxDetails of agreed workxxxxxx

8.2. Freegle Ltd will pay the Contractor up to xx days (xx hours) per calendar month for provision of these services.

8.3. Freegle Ltd will pay a fee of £xxxx per day (£xx.xx per hour) for this work.

Appendix B - Position on Off-Payroll Working rules (IR35)

On the 6th April 2021, HRMC changed the Off-Payroll Working Rules (often called “IR35”) with regard to individuals who supply services via personal service companies or other intermediaries.

Freegle is exempt from these rules, under the rules for small companies[i], as:

• Its turnover is below the threshold of £10.2million
• Its balance sheet is below the threshold of £5.1million
• It has less than 50 employees

Currently Freegle does not qualify under any of these criteria. Only 2 need to apply for a client to be exempt from IR35.

Details on the turnover, balance sheet and # of employees for Freegle can be found in our annual return and Accounts Documents: https://mutuals.fca.org.uk/Search/Society/9593

You are responsible for determining if and how you are impacted by the IR35 rules. More information can be found on the HMRC website and specifically[ii] in the Contractor Factsheet[iii].

A copy of this communication available at: https://docs.google.com/document/d/16HDj3ZjWXtOWuuERQ5mFGTHbyBQQ8yWYCxcjafaN0kg

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[i] https://www.gov.uk/guidance/april-2020-changes-to-off-payroll-working-for-clients

[ii] https://www.gov.uk/topic/business-tax/ir35

[iii] https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/929570/Changes_to_off-payroll_working_rules_factsheet_for_contractors.pdf

Links:

• Paying People in Freegle Guidelines
• Freegle Board
• Document Approval Policy - this document is equivalent to a Procedure, and will need Board agreement for amendment.
• This model contract was adopted by the Board in March 2021. See Finance Documents Review for the record of subsequent reviews and amendments.

8. Appendix B – Statement of Work

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Link: Contracted Roles