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This model document is one which Freegle Limited will use when it commissions a paid service of work.
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==


This Agreement, dated [  ], is between Freegle Ltd (Freegle) and [  ] (Contractor).
====1. Definition of Work====
1.1. The Contractor will perform the activities outlined in Appendix A - Statement of Work.


'''Background''':  The Contractor has the necessary qualifications, skills and abilities to provide the service detailed below.  The Contractor is agreeable to providing the service on the terms and conditions set out in this agreement.
1.2. Variations of the statement of work, such as carrying-over allocated days from one month to another will be agreed in writing.


Freegle and the Contractor agree the following:


'''Services Provided''':  (details of the work)
====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.




'''Standard of Work''':    The Contractor shall -
====3. Payment====
*observe current policies relating to Health & Safety, Equality and Diversity and other relevant policies issued by Freegle
3.1. Freegle Ltd will pay the Contractor fees as outlined in the Statement of Work.
*provide its services with reasonable care and skill
*respond to Freegle Ltd’s reasonable requests in relation to the provision of the above services
*do nothing which is likely to bring Freegle into disrepute or which is contrary to the interests of Freegle
*provide all equipment and materials required for the provision of the above services.


'''Terms of Agreement''':  Commencing from date of this agreement to and expiring on completion of the above services by  The term can be extended by mutual agreement of Freegle and the Contractor
3.2. Freegle Ltd will repay reasonable expenses (at cost) incurred in delivery of this agreement, in line with the Freegle expenses policy.


'''Intellectual Property''': The Contractor hereby 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.
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]]


'''Compensation''':  For services rendered by the Contractor in this agreement, Freegle Ltd will provide compensation of [  ] per hour/ [    ] per month or [    ]
3.4. Payment shall be made by bank transfer into the account provided by the ContractorFreegle Ltd undertakes to pay within 10 days of invoicing.


Unless agreed in writing by Freegle Ltd,  compensation will be payable within 30 days of completion of the above services and  receipt of invoice in the agreed sum.
====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.


The Contractor will be responsible for paying all income tax liabilities and National Insurance or similar contributions relating to the compensationThe Contractor will indemnify Freegle 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).


'''Return of Property''':  On the expiry or termination of this agreement, the Contractor will return to Freegle any property, documentation, records or confidential information which is the property of Freegle.
====5. Responsibilities and Standard of Work====
5.1. The Contractor will:


'''Capacity/Independent Contractor''': In providing the services in the agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employeeThe Contractor and Freegle acknowledge that this agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
5.1.1. Use best endeavours to complete the item of work within any agreed timelineIf it becomes clear this is not possible, the Contractor must inform Freegle Ltd.


'''Notice''':  All notices, demands, requests or other communication required or permitted by the terms of this agreement will be given in writing and delivered to the parties of the agreement as follows:
5.1.2. comply with Freegle Ltd policies, including Health & Safety, Equality, Diversity and Data Protection.


_______________  address, phone, email etc
5.1.3. provide services with reasonable care and skill.


and
5.1.4. respond to Freegle Ltd's reasonable requests in relation to the provision of the above services.
_______________  address, phone, email etc.


or to any other address that any party may notify from time to time to the other.
5.1.5. do nothing which is likely to bring Freegle Ltd into disrepute or which is contrary to the interests of Freegle Ltd.


'''Modification of Agreement''':  Any amendment or modification of this agreement or additional obligation agreed by either party in connection with this agreement will only be binding if evidenced in writing signed by each party or an authorised representative of each party.
====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.


'''Entire Agreement''': This agreement represents the entire agreement between the parties in relation to the provision of the above services by the Contractor to Freegle Ltd.
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.


'''Severability''':  In the event that any of the provisions of this agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this agreement.


'''Waiver''':  The waiver by either party of a breach, default, delay or omissions of any of the provisions of this agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.
====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.


'''Governing law''': Any dispute arising in relation to the terms of this Agreement will be governed by the laws of England & Wales and the parties submit to the exclusive jurisdiction of the English courts.


Signed on [    ] (date)
For Freegle Ltd:
Name: ___________________
Position: ___________________
Signed: ___________________
Date: ___________________




'''Freegle''':


'''Contractor''':
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
________________________________________
[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.
[[category:Policies, Procedures, Remits]]
[[category:Policies, Procedures, Remits]]
*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====
................
Link: [[Contracted Roles]]
[[category:Finance]]

Revision as of 09:44, 9 September 2022

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.

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

________________________________________

[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:

8. Appendix B – Statement of Work

................


Link: Contracted Roles