CC Umbrella Employee Contract 2020

CONTENT 

1. DEFINITIONS 
2. INTRODUCTIONS 
3. PLACE OF WORK 
4. REMUNERATION
5. HOURS OF WORK
6. HOLIDAYS  
7. SICKNESS ABSENCE 
8. AUTO-ENROLMENT INTO A PENSION SCHEME
9. COLLECTIVE AGREEMENTS
10. YOUR OBLIGATIONS  
11. NOTICE OF TERMINATION OF EMPLOYMENT 
12. DISCIPLINARY PROCEDURE 
13. GIEVANCE PROCEDURE
14. LIMITS OF AUTHORITY
15. EXPENSES
16. DEDUCTIONS
   
17. PERSONAL PROPERTY
18. CRIMINAL CONVICTIONS
19. QUALIFICATIONS AND EXPERIENCE
20. CONFIDENTIAL INFORMATION
21. RESTRICTION
22. DATA PROTECTION AND MAINTENANCE OF RECORDS
23. INTELLECTUAL PROPERTY
24. INSURANCE
25. ASSIGNMENTS
26. VARIATION
27. ASYLUM AND IMMIGRATION
28. GOVERNING LAW
29. EMPLOYMENT
30. PARTIES
31 AGREEMENT

1. Definitions 

In this contract of Employment (“Contract”), unless the context otherwise requires, the following expressions will have the following meanings:

Assignment, means any project which you are employed to work upon by Cool Company Freelance UK Ltd from time to time or any period of time during which you are temporarily supplied to work for a Client.

AWR, means the Agency Workers Regulations 2010 (SI 2010/93) (as amended from time to time)

Cool Company Freelance UK Ltd, means Cool Company Freelance UK Ltd, the company which employs you, the details of which are set out at the end of this Contract.

Client, means any person, firm, corporation, partnership or limited company, who has engaged Cool Company Freelance UK Ltd, whether through an Intermediary Agency or not, to provide services to it.

End of Assignment, means the date upon which you cease to work on any of the Assignments and/or projects which you may be employed to work on by Cool Company Freelance UK Ltd from time to time.

Intermediary Agency, means any person, firm, corporation, partnership or limited company, who has introduced the services of Cool Company Freelance UK Ltd to a Client, and from whom payment for such services is received by Cool Company Freelance UK Ltd.

National Minimum Wage, means the applicable rate under the National Minimum Wage Act 1998 and the National Minimum Wage Regulations 1999 (SI 1999/584).

You, Employee of Cool Company Freelance UK

2. Introduction

 2.1    This Contract sets out the particulars of your employment with Cool Company Freelance UK Ltd which are required to be given to you under section 1 of the Employment Rights Act 1996. It should be read in conjunction with your Employee Handbook. Where there is any difference between the terms and conditions contained in this Contract and the Employee Handbook, the terms and conditions in this contract will prevail.

2.2    It is the intention of all parties to this Contract that you will be employed by Cool Company Freelance UK Ltd only and will provide your services to any Intermediary Agency and/or Client in the capacity of independent consultant. Any claims you may have in respect of your employment with Cool Company Freelance UK Ltd should be made against Cool Company Freelance UK Ltd and should not involve any Intermediary Agency or Client. You agree to indemnify Cool Company Freelance UK Ltd should it incur any losses or liability as a result of you becoming integrated into the client’s business, claiming that you are employed by anyone other than Cool Company Freelance UK Ltd, and/or acting in breach of this clause. You also agree to notify Cool Company Freelance UK Ltd should the Intermediary Agency or Client treat you as their employee or integrate you into either of their businesses.

2.3    In order for Cool Company Freelance UK Ltd to comply with its obligations under the Immigration, Asylum and Nationality Act 2006 and the Money Laundering Regulations 2007 and 2017, Cool Company Freelance UK Ltd are obliged to carry out periodic identity verification on all of its employees. Although under English Law Cool Company Freelance UK Ltd is not required to obtain your consent for these purposes, Cool Company Freelance UK Ltd are informing you, as a matter of courtesy, that verification of any information that you provide may be undertaken by conducting searches with various publicly available electronic databases, including credit reference or fraud prevention agencies. By continuing to provide your services in accordance with this contract, you agree to these searches being undertaken as required and that they form part of the performance of this contract with you.

3. Place of work

3.1    Your usual place of work will vary. You will be required to work at such locations as Cool Company Freelance UK Ltd may require from time to time.

4. Renumeration  

4.1    Your minimum basic hourly rate is the prevailing rate of the National Minimum Wage per hour worked (the “Hourly Rate”).

4.2    You may also be entitled to receive a work finding commission payment (the “Commission Payment”) which will be paid to you in addition to your Hourly Rate.

4.3    The Commission Payment shall be calculated from the payments received by Cool Company Freelance UK Ltd (net of value added tax) during each of your Assignment(s) (but excluding payments received for Assignments undertaken by employees other than you) after the following costs have been taken into account:

4.3.1    Salary payments (calculated using the Hourly Rate referred to in this clause 3.1 and referred to as an “Hourly Rate Payment” on your payslip);

4.3.2    Holiday pay allowance (paid to you in accordance with clause 5 below);

4.3.3     Company Pension contributions;

4.3.4     Any expenses (paid to you in accordance with clause 14 below and referred to as “Reimbursed expenses” on your payslip);

4.3.5    Employers National Insurance Contributions (included in the reference to “Employment Costs” on your payslip);

4.3.6     Cool Company Freelance UK Ltd’s margin (included in the reference to “Company margin” on your payslip); and

4.3.7     Apprenticeship levy (included in the reference to “Employment Costs” on your payslip).

4.4    Full details of any Commission Payments will be confirmed in your payslip. Any Commission Payment made to you will include a payment in respect of holiday pay in accordance with Clause 5.2 below.

4.5    Cool Company Freelance UK Ltd undertakes that during the course of your employment under this Contract Cool Company Freelance UK Ltd will pay to you at least a sum equivalent to 336 hours at the Hourly Rate in each consecutive full 12 month period of employment (commencing on the start date of your continuous employment) (“the Guaranteed Pay”). For part time employees the Guaranteed Pay shall be pro-rated based on a full working week of 35 hours.

Within any period of employment shorter than 12 months there is no Guaranteed Pay and the provisions of the Apportionment Act 1870 do not apply to this Contract. Cool Company Freelance UK Ltd will be under no obligation to pay to you the Guaranteed Pay where the conditions set out in Clause 9 have not been met in each consecutive full 12 month period of employment that would otherwise trigger an obligation on Cool Company Freelance UK Ltd to pay to you the Guaranteed Pay.

4.6    Any sums received by you from Cool Company Freelance UK Ltd in each consecutive full 12 month period of employment (whether contractual, statutory or otherwise) will be set off against the Guarantee Pay in that full 12 month period of employment.

4.7    Unless otherwise stated in the assignment schedule or confirmation note you will be paid at regular intervals, at least once per month. You are referred to the assignment schedule or confirmation note for specific details of the payment intervals for each assignment you undertake.

4.8    All remuneration will be paid subject to deductions in respect of PAYE and National Insurance Contributions.

4.9    For the avoidance of doubt, Cool Company Freelance UK Ltd will undertake reasonable endeavours to ensure that you are not paid any less favourably than a comparable employee of the Client from time to time. This may result in higher commission payments being made to you from time to time to ensure compliance with AWR.

4.10  You should also be aware that any payments made to you in accordance with clauses 3.2, 3.3.1 and 3.3.2, shall form part of any calculations used for the purposes of comparing your pay with those of a comparable employee of your Client in accordance with the Agency Workers Regulations 2010.

5. Hours of work  

5.1    Your normal hours of work will vary according to the particular Assignment you are working on at any time. The assignment schedule or confirmation note will include details of your hours of work.

5.2    You acknowledge that the combination of your normal hours of work and overtime may cause you to exceed the maximum number of 48 hours that you are allowed to work per week on average under the Working Time Regulations 1998 (the “Regulations”). You acknowledge that by continuing to provide your services in accordance with this Contract you have consented to work more than 48 hours per week on average over a 13 week period.

5.3    You may withdraw your consent at anytime by contacting us in the usual way (by email or telephone).

5.4    You acknowledge that it is your responsibility to ensure that you are complying with your minimum rest break entitlements as set down in the Regulations and insofar as you are being refused the same you are responsible for informing Cool Company Freelance UK Ltd.

6. Holidays 

6.1    You are entitled to take a maximum of 28 working days holiday in each holiday year of Cool Company Freelance UK Ltd which runs from 1st January to 31st December. This is inclusive of your entitlement to 8 days public and statutory bank holidays recognised in England and Wales. If you work variable hours your holiday entitlement will be calculated on a pro rata basis. You are required to take holiday in the periods (if any) when you are not on Assignment.

6.2    You will receive holiday pay as an allowance of 12.069% of your Hourly Rate and Commission Payment. Our usual method for the payment of holiday pay will be to pay you in advance for all accrued holiday. You may also elect to accrue holiday pay and have this paid to you when leave is taken, this must be requested by you and can be requested at any time during your assignment. Any payments made to you in respect of your holiday pay allowance will be clearly identifiable on your payslip; unless expressly requested by you Access Financial Consultancy Services Limited will process your holiday pay in advance of you taking the holiday referred to in clause 5.1 above.

6.3    If your employment commences or terminates part way through the holiday year, your entitlement to holidays during that holiday year will be assessed on a pro rata basis.

6.4    Unused holidays may not be carried forward into the next holiday year. You are reminded that it is your responsibility to ensure that you take your full holiday allowance throughout the year.

6.5    You must give Cool Company Freelance UK Ltd as much notice as possible of your intention to take holiday. It is also your responsibility to advise Cool Company Freelance UK Ltd if an Intermediary Agency or Client refuses to allow you to take leave whilst you are on an Assignment. You may be entitled to receive payment in lieu of holiday entitlement in excess of 28 days should this be required by your Assignment(s), details and payment for which will be shown on your payslip.

7. Sickness absence 

7.1    If you are absent from work due to sickness and/or injury or any other reason, you or someone on your behalf should inform Cool Company Freelance UK Ltd of the reason for your absence as soon as possible but no later than 10.30am on the first working day you are unable to attend work.

7.2    Cool Company Freelance UK Ltd reserves the right to ask you at any stage of your absence to produce a medical certificate and/or to undergo a medical examination by a medical practitioner nominated by Cool Company Freelance UK Ltd. By continuing to provide your services in accordance with this Contract you agree that any report produced by the medical practitioner may be disclosed to Cool Company Freelance UK Ltd.

7.3    You may be entitled to receive Statutory Sick Pay (“SSP”) or Social Security Sickness Benefit for certified periods of sickness absence. For the purposes of calculating your entitlement to SSP ‘qualifying days’ are those days on which you are normally required to work.

8. Auto-enrolment into a pension scheme  

8.1    No contracting out certificate is in force, pursuant to the provisions of Part III of the Pension Schemes Act 1993 and any Regulations under it, in respect of your employment.

8.2    Cool Company Freelance UK Ltd will comply with the employer pension duties in respect of your employment in accordance with Part 1 of the Pensions Act 2008.

8.3    You are entitled to become a member of the NEST (“the Pension Scheme”), or such other registered pension scheme as has been set up by the Company, subject to satisfying certain eligibility criteria and subject to the rules of such scheme as amended from time to time. Full details of the scheme are available from the NEST website (www.nestpensions.org.uk).

8.4    In accordance with the terms of the Pension Scheme, you will be automatically enrolled into the NEST Pension Scheme unless you notify the pension scheme provider that you wish to opt-out. By becoming enrolled in the Pension Scheme you agree to contribute a percentage of your salary to the Pension Scheme as agreed from time to time. Cool Company Freelance UK Ltd will also make a contribution in accordance with our auto-enrolment obligations from time to time.

9. Collective agreements 

9.1  There are no Collective Agreements applicable to your employment.9.2   The Client may retain ownership of intellectual property rights in inventions as far as in accordance with relevant legislation or collective agreements.

10. Your obligations 

10.1    You are responsible for promoting your skills and making reasonable endeavours to obtain further Assignments as part of your employment with Cool Company Freelance UK Ltd.

10.2    You are also responsible for undertaking work which you have secured on behalf of Cool Company Freelance UK Ltd.

10.3    When you are not engaged on Assignment you must contact Cool Company Freelance UK Ltd regularly and in any event at least once every Monday to confirm your availability to undertake further Assignments or to confirm the reason for your unavailability for work.

10.4    Whilst you are free to provide services to any third party other than Cool Company Freelance UK Ltd (subject to the terms of this Contract) whether on a permanent or temporary basis and whether under a contract for services or of service, agency arrangement or any other arrangement (“Third Party Services”) you are required to inform Cool Company Freelance UK Ltd of any Third Party Services within 2 weeks of the commencement of the provision by you of any Third Party Services. You are required to provide to Cool Company Freelance UK Ltd on demand confirmation of any Third Party Services provided by you in the previous 12 months and provide such documentary proof or confirmation as Cool Company Freelance UK Ltd may require to enable Cool Company Freelance UK Ltd to satisfy itself whether or not such Third Party Services have been provided.

10.5    Cool Company Freelance UK Ltd will be under no obligation to pay to you the Guaranteed Pay in respect of each consecutive full 12 month period of employment where you have not complied with this Clause 9 or where you have provided Third Party Services without Cool Company Freelance UK Ltd’s prior written consent.

10.6    You shall ensure that any electrical or computer equipment you use whilst providing services on an Assignment is fit for purpose, virus free and is security enabled and equipped with the most up to date computer protection software.

10.7    You agree to contact us with at least one week prior to your assignment terminating to enable us to assign you to other assignments we may have which are suitable for you. You must not unreasonably decline any work offered to you during the course of your employment with us.

10.8    You shall notify us prior to accepting any offer of work with another person, firm or company during the course of your employment. We reserve the right to refuse permission to accept such offer in the event that it creates a conflict of interest between the work you undertake with us during the course of your employment, or if such work affects Cool Company Freelance UK Ltd’s ability to fulfil any assignment upon which you are assigned to provide services.

11. Notice of termination of employment 

11.1    The length of notice which you are obliged to give Cool Company Freelance UK Ltd to terminate your employment is one (1) month. This period of notice may be reduced by mutual agreement, providing that both parties consent to such variation and this is confirmed in writing.

11.2   The length of notice which you are entitled to receive from Cool Company Freelance UK Ltd to terminate your employment is one week after your first month of employment until you have been continuously employed for two (2) years and thereafter your notice entitlement increases by one (1) week for each complete year of continuous employment until you have completed twelve (12) years of continuous employment after which time you will be entitled to a maximum of twelve (12) weeks’ notice.

12. Disciplinary procedure 

12.1    The Grievance Procedure applicable to you is contained in the Employee Handbook which is available from Cool Company Freelance UK Ltd. The provisions of this procedure do not form part of your terms and conditions of employment with Cool Company Freelance UK Ltd save if and to the extent as otherwise provided by law from time to time,

12.2    In the event that you wish to make a complaint under AWR you shall use the Grievance Procedure contained in the Employee Handbook.

13. Gievance procedure 

13.1    The Grievance Procedure applicable to you is contained in the Employee Handbook which is available from Cool Company Freelance UK Ltd. The provisions of this procedure do not form part of your terms and conditions of employment with Cool Company Freelance UK Ltd save if and to the extent as otherwise provided by law from time to time,

13.2    In the event that you wish to make a complaint under AWR you shall use the Grievance Procedure contained in the Employee Handbook.

14. Limits of authority

14.1    You are not permitted to authorise any variation of Cool Company Freelance UK Ltd’s terms of business with Intermediary Agencies
and/or Clients, agree any discount on charges and/or authorise any expenditure for any reason without the written authority of a Cool Company Freelance UK Ltd Director.

15. Expenses

15.1    Providing always that Cool Company Freelance UK Ltd has received revenue from your Assignment(s) at such a rate to cover the items listed in clauses 3 (excluding 3.3.4), you may be eligible to be reimbursed reasonable expenses as specified in our Tax Deductible Expenses Guidelines (Employee Handbook). Such expenses are paid in addition to the hourly rate which Cool Company Freelance UK Ltd invoices for each hour worked by you on an Assignment to the Intermediary Agency/End Client.

15.2    You will be required to submit an expenses claim form to Cool Company Freelance UK Ltd on a weekly basis via the Access Financial Consultancy Services Portal, supported by appropriate receipts, and will only be reimbursed if, you have been able to evidence that the expenses have been wholly, necessarily and properly incurred in the performance of your duties under this Contract.

15.3    You agree to indemnify Cool Company Freelance UK Ltd in relation to any losses Cool Company Freelance UK Ltd may incur should you not be eligible to be paid expenses in accordance with this clause 14 or to claim the tax relief on expenses you have claimed during your employment with Cool Company Freelance UK Ltd. Such losses may be incurred where you have supplied any incorrect or inaccurate information (including but not limited to any fraudulent information), or deliberately or negligently withheld information around your eligibility to receive tax relief on expenses during this assignment and/or information from your agency or end client about this matter.

15.4    Tax relief on expenses claimed after your last pay statement has been issued to you in respect of your last Assignment with Cool Company Freelance UK Ltd will not be reimbursed but you may be able to claim tax relief on them directly from Her Majesty’s Revenue and Customs (subject to the supervision, direction and control rules).

16. Deductions

16.1    You agree that Cool Company Freelance UK Ltd is entitled to deduct any monies owed by you to it from your salary and or any bonus, commission or expense payments due to you provided that Cool Company Freelance UK Ltd notifies you of the amount of the proposed deduction. This will include any money owed to an Intermediary Agency or Client in respect of overpayment and/or training fees which Cool Company Freelance UK Ltd is required to repay in the event your Assignment terminates for any reason.

16.2    You agree that Cool Company Freelance UK Ltd is entitled to deduct from any final payment which may be due to you, any monies owed to Cool Company Freelance UK Ltd, howsoever arising, and you consent to Cool Company Freelance UK Ltd making such deductions in accordance with the Employment Rights Act 1996.

17. Personal property

17.1    Cool Company Freelance UK Ltd does not accept any liability for loss and/or damage, howsoever arising, which may be caused to your personal property whilst you are employed on Cool Company Freelance UK Ltd business.

18. Criminal convictions 

18.1    By continuing to provide your services in accordance with this contract you confirm that you have declared all convictions that are not “spent” under the Rehabilitation of Offenders Act 1974 to Cool Company Freelance UK Ltd. During the continuance of your employment, you are also required to declare any Court or Police action which may be taken against you to Cool Company Freelance UK Ltd. Failure to do so may lead to disciplinary action being taken against you up to, and including, dismissal.

18.2    Certain Assignments may require that you hold an up to date Criminal Records Bureau certificate (or alternative scheme). By continuing to provide your services in accordance with this Contract you agree to complete such applications as necessary, to
enable Cool Company Freelance UK Ltd to make enquiries or apply for such certification. Cool Company Freelance UK Ltd reserves the right to pass some or all of the cost of applying for such certification to you.

18.3    You also agree to notify Cool Company Freelance UK Ltd immediately should your ability to work on the Assignment or the details contained on your Criminal Records change.

18.4    You also agree to notify Cool Company Freelance UK Ltd should you have any criminal charges pending upon commencement of your engagement or at any time during your employment with Cool Company Freelance UK Ltd.

19. Applicable law 

19.1 Disputes arising out of or in connection to these Terms and Conditions, or the Agreement, will be governed by, and construed in accordance with, the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms and Conditions or the Agreement.

19. Qualifications and experience

19.1    You acknowledge that you are responsible for any information which you may give to Cool Company Freelance UK Ltd and any third party in respect of your qualifications and/or experience in relation to any services which you may be assigned to provide. In the event that you are not qualified or have insufficient experience in the area to which you are assigned, it is your responsibility to inform Cool Company Freelance UK Ltd immediately and to cease to provide further services on the Assignment on which you are deployed.

19.2    You further acknowledge that it is your responsibility to ensure that all of your relevant experience is current and your qualifications and training are fully up to date with contemporary working practices, theories and recommended methods of work. You agree to produce evidence of your qualifications and/or training to Cool Company Freelance UK Ltd if and when required.

19.3    You acknowledge that this section is material to your contract of employment and any misrepresentation of your qualifications and/or experience can result in termination of your contract and a possible claim of damages against you.

20. Confidential information 

20.1    You will not during the continuance of your employment or afterwards (unless authorised to do so by Cool Company Freelance UK Ltd), use for your own benefit or for the benefit of any other person or disclose to any other person or through any failure to exercise all due care and diligence cause or permit any
 unauthorised disclosure of any confidential information of Cool Company Freelance UK Ltd and/or any of its Clients or Intermediary Agents which you have obtained by virtue of your employment or in respect of which Cool Company Freelance UK Ltd is bound by an obligation of confidence to a third party.

20.2    Confidential information shall include (without limitation) lists or details of customers, information relating to the working of any process or invention carried on or used by Cool Company Freelance UK Ltd or the client, information relating to research projects, secret formulae, processes, inventions, designs, know-how, discoveries, technical specifications and other technical information, accounts or financial dealings of Cool Company Freelance UK Ltd or its Client and price sensitive information.

20. No partnership or agency

20.1 Nothing in these Terms and Conditions, or the Agreement, is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

20.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

21. Restriction 

21.1    You will not during the period of six (6) months following the End of Assignment supply your services directly or indirectly, or through any other person, firm or company, (save for through the Intermediary Agency) to any Client for whom you have carried out services on behalf of Cool Company Freelance UK Ltd at any time during the period of six (6) months up to and including the End of Assignment.

21.2    You will not during the period of 6 months following the End of Assignment solicit or entice away from the Intermediary Agency or Client any employee employed by the Intermediary Agency or Client during the course of your Assignment.

21.3    You will not during the period of six (6) months following the End of Assignment solicit or offer services in competition with the Intermediary Agency or Client directly to the Client or any customer of the Client without the express prior written approval of Cool Company Freelance UK Ltd.

22. Data protection and maintenance of records

22.1    Cool Company Freelance UK Ltd shall hold personal data in relation to you in its manual and automated filing systems. The processing and disclosure of such data may be carried out both inside and where necessary, outside the European Economic Area for the purposes of: salary administration, company benefit administration, health administration,
assessing business administration processes, training, appraisal and performance records and equal opportunities training in accordance with our Privacy Notice (on our website www.coolcompany.com/uk)  and Data Protection Policy (contained in the Employee Handbook) as amended from time to time. It is acknowledged that neither the Privacy Notice, or the Data Protection Policy form part of your contract of employment with Cool Company Freelance UK Ltd. By continuing to work in accordance with this Contract you also acknowledge that your Personal Data will be passed to Cool Company Freelance UK Ltd’s affiliate companies, advisers, Intermediary Agencies, Clients and business partners (details of which is available upon request). You agree to use all reasonable endeavours to keep Cool Company Freelance UK Ltd advised of any changes to your personal data.

23. Intellectual property  

23.1    In relation to each and every improvement, invention or discovery which relates either directly or indirectly to the business of Cool Company Freelance UK Ltd which you (jointly or alone) make at any time during your employment (whether or not made, devised or discovered during normal working hours or using Cool Company Freelance UK Ltd’s or Client facilities), you will promptly disclose and deliver to Cool Company Freelance UK Ltd full details of any such invention, including any documents, drawings, models or other embodiments of the invention to enable Cool Company Freelance UK Ltd to determine whether or not, applying the provisions of section 39 of the Patents Act 1977, it is the property of Cool Company Freelance UK Ltd (a “Cool Company Freelance UK Ltd Invention”). If the invention is not an Cool Company Freelance UK Ltd Invention, Cool Company Freelance UK Ltd will treat all information disclosed by you as confidential. If the invention is an Cool Company Freelance UK Ltd Invention, you will hold it in trust for Cool Company Freelance UK Ltd and at the request and expense of Cool Company Freelance UK Ltd do all things necessary or desirable to enable Cool Company Freelance UK Ltd or its nominee to exploit the Cool Company Freelance UK Ltd Invention for commercial purposes and to secure patent or other appropriate forms of protection for it anywhere in the world. Decisions as to the patenting and exploitation of any Cool Company Freelance UK Ltd Invention shall be in the sole discretion of Cool Company Freelance UK Ltd.

23.2    For the purpose of clause 23, “Intellectual Property Rights” means any intellectual property rights of whatever nature (including but not limited to patents, registered and unregistered trade marks and service marks, domain names, registered and unregistered design rights, know-how, trade secrets, Confidential Information, copyright (including all such rights in computer software and any databases)) and all applications for any of the above and the right to apply for any of the above and any similar proprietary rights in any part of the world but excluding any Cool Company Freelance UK Ltd Invention.

23.3    You will immediately notify and disclose to Cool Company Freelance UK Ltd full details of all works made, originated or developed by you (jointly or alone) and whether or not made, originated or developed during normal working hours or using Cool Company Freelance UK Ltd’s facilities, in which Intellectual Property Rights may subsist. To the extent that such rights do not automatically vest in Cool Company Freelance UK Ltd by virtue of your employment, you hereby assign with full title guarantee, by way of future assignment, all Intellectual Property Rights for the whole term of such rights, including the right to register, at Cool Company Freelance UK Ltd’s absolute discretion, such rights and irrevocably and unconditionally waive in favour of Cool Company Freelance UK Ltd any and all moral rights conferred on you by Chapter IV, Part 1 of the Copyright Designs and Patents Act 1988 (as amended) or any similar provisions of law in any jurisdiction.

23.4    You undertake (notwithstanding the expiry of termination of this contract of employment) at the request and expense of Cool Company Freelance UK Ltd to promptly execute all such documents, make such applications, give such assistance and do such acts and things as may be necessary or proper to prove or confirm the title of Cool Company Freelance UK Ltd to the Intellectual Property Rights or to vest full legal title in Cool Company Freelance UK Ltd and provide all necessary assistance in any proceedings or dispute concerning such rights

23.5    You irrevocably appoint Cool Company Freelance UK Ltd as your attorney to execute documents or do any such thing necessary in your name and on your behalf for Cool Company Freelance UK Ltd to obtain the full benefit of the Cool Company Freelance UK Ltd Invention and the Intellectual Property Rights. You acknowledge in favour of any third party that a certificate in writing signed by any Director or Secretary of Cool Company Freelance UK Ltd that any instrument or act falls within the authority hereby conferred shall be conclusive evidence to that effect.

23.6    You undertake upon the termination of your employment with Cool Company Freelance UK Ltd to deliver up to it all correspondence, documents, papers and records on all media (and all copies or abstracts), recording or relating to any Intellectual Property Rights which are in your possession, custody or power.

24. Insurance   

24.1    You hereby undertake to ensure that any motor vehicle whether owned by you or by a third party or any vehicle which is on hire to you and which is to be driven by you for business purposes is adequately insured for such use. You agree to produce evidence of such insurance to Cool Company Freelance UK Ltd if and when required.

24.2    You also undertake to ensure that you notify Cool Company Freelance UK Ltd should you be required to work in an area contaminated by asbestos, or have travel or medical insurance policies in place for Assignment upon which you are assigned by us to provide services. You agree to cover the cost of such insurance where required.

24.3    Should an Assignment require you to carry out work of a veterinary nature of any kind, or become involved in the design of aircraft parts or be around asbestos, you will ensure that you notify Cool Company Freelance UK Ltd in advanced of undertaking such work and also have in place a suitable policy of professional indemnity insurance for carrying out such work. You agree to produce evidence of such insurance to Cool Company Freelance UK Ltd immediately upon request. Where such evidence is not provided to us, we reserve the right to purchase a suitable policy of insurance and recover the total cost of this policy from you. By continuing to provide your services in accordance with this agreement, you confirm your agreement to such deduction being made in accordance with the Employment Rights Act 1996.

25. Assignments   

25.1    Whilst we will undertake reasonable endeavours to assist you in securing assignments on our behalf, you are responsible for advising Cool Company Freelance UK Ltd of the details of each and every Assignment you may be engaged upon, including the end date of any assignment undertaken. You are also responsible for ensuring that you have obtained an adequate description of the services to be provided during each Assignment and shall inform Cool Company Freelance UK Ltd of the same using the required form or documentation as provided to you by Cool Company Freelance UK Ltd from time to time.

25.2    You guarantee to personally provide the services required on each Assignment to which you are assigned by Cool Company Freelance UK Ltd and will notify Cool Company Freelance UK Ltd as soon as you become aware of any circumstances which may affect your, or Cool Company Freelance UK Ltd’s, ability to fulfil its contractual obligations to any Intermediary Agency and/or Client.

26. Variations   

26.1    You agree that Cool Company Freelance UK Ltd has the right to make changes, where necessary, to the terms of this agreement. You will be notified by Cool Company Freelance UK Ltd, in writing, of minor changes as and when they occur. You will receive four weeks’ notice of any significant changes which are proposed. Changes will be considered to have been accepted by you if you continue to work in accordance with the change for a period of eight weeks.

26.2    The terms and conditions of this contract cancel and are in substitution for all previous contracts, letters, Contracts and arrangements whether oral or in writing relating to the terms and conditions of your employment with Cool Company Freelance UK Ltd, all of which shall be deemed to have been terminated by mutual consent.

27. Asylum & immigration   

27.1    By continuing to provide your services in accordance with this Contract you warrant that you have valid and current permission to live and work in the United Kingdom pursuant to section 8 Asylum & Immigration Act 1996 (as amended). During the continuance of your employment, you are required to advise Cool Company Freelance UK Ltd if you cease to have permission to live and work in the United Kingdom. Failure to do so may lead to your summary dismissal.

27.2    By continuing to provide your services in accordance with this Contract you agree that your employment is conditional upon you having the right to live and work in the country in which your services are being deployed. In the event that such right is revoked at any time, this will frustrate this contract and your continued employment may become illegal which will require us to terminate your employment with immediate effect.

28. Govering law    

28.1    This Contract shall be governed by and construed in accordance with the laws of England.

29. Employment   

29.1    Your employment commenced on {SIGN UP DATE}. No employment with a previous employer will count as part of your period of continuous employment with Cool Company Freelance UK Ltd. Your continuous employment with Cool Company Freelance UK Ltd is preserved between Assignments by virtue of this contract and to the extent necessary) by Section 212(3) Employment Rights Act 1996

29.2    You acknowledge that by providing services in accordance with this contract, you will be deemed to have agreed to and accepted this Contract as if you had signed it, irrespective of whether we receive a signed copy from you.

30. Parties

30.1    This Contract is made between Cool Company Freelance UK Ltd Solutions Limited of Sweden House, 5 Upper Montagu Street, London, W1H 2AG (“we”, “us” or “Cool Company Freelance UK Ltd”) and “you”, “your” or “the Employee”).

31. Agreement    

31.1    Your agreement to all of the provisions contained in this Contract will be signified by you continuing to provide your services in accordance with this Contract.