Wonder Den Freelance Instructors contract
This contract sets out the terms agreed between you and The Mill House (trading as Wonder Den) whose registered address is Dicker Mill, Marshgate Drive, Hertford, SG13 7AE (the “Company”). The Company shall engage you to provide workshop instruction on a specified date and time as agreed between Charlie Bentley-Beach of the Company (“Charlie”) and you (the “Services”).
1. Term of engagement
1.1 The Company shall engage you and you shall provide the Services on the terms of this agreement.
1.2 Your engagement by the Company on the terms of this agreement (“the Engagement” shall commence on the date that you accept the terms of this agreement and shall continue unless and until terminated:
(a) as provided by the terms of this agreement; or
(b) by either party giving to the other not less than 2 weeks' prior written notice.
2. Venue
2.1 You will perform the Services at The Mill House, Dicker Mill, Marshgate Drive, Hertford, SG13 7AE (the “Premises”)
2.2 You shall be responsible for the maintenance of good order in and around the Premises during the period for which the workshop is running
2.3 You shall comply with any instruction by the Company as to the maintenance of good order and compliance with these conditions in and around the Premises.
2.4 You shall be responsible for leaving the Premises clean and tidy at the end of the workshop.
2.5 You confirm that you have read the hirees responsibilities outlined in the conditions of hire for the venue as provided by the Company and will comply with the same: Conditions of hire (No.6-18)
3. Duties
3.1 You will provide the Services in a timely and professional manner, with due skill, care and ability and use your best endeavours to promote the interests of the Company.
3.2 You must provide Charlie with an up to date Disclosure Barring Service (DBS) check , and copies of relevant insurance and first aid certificates before commencing the workshop session.
3.3 You must arrive in good time before the start of the workshop to allow setup time and to enable it to commence on time.
4. Sickness Absence/Other Absence
4.1 If you are unable to provide the workshop due to illness or injury, you shall advise Charlie as soon as reasonably practicable.
4.2 You may, with the prior approval of the Company, appoint a suitably qualified and skilled Substitute. A Substitute means a substitute engaged by you under the terms of this clause 4.2.
4.3 If a Substitute is appointed, the provisions relating to sub-processor obligations under clause 10 will apply.
4.4 For the avoidance of doubt, no fee shall be payable in accordance with clause 7 in respect of any period during which the Services are not provided.
5. Health and Safety
5.1 Please familiarise yourself with the health and safety rules at Premises. It is a condition of this Contract that you shall comply with all reasonable standards of safety and comply with the Company’s health and safety procedures from time to time in force at the Premises and report to Charlie any unsafe working conditions or practices.
5.2 You must inform Charlie of any breakages, loss, theft or damage to any equipment at the Premises. You will be held personally responsible if such damage is caused by your negligence and shall indemnify the Company in accordance with clause 9.2.
5.3 In the event of injury or accidents you must inform Charlie as soon as possible who will record such accident in the Company's accident book.
5.4 You are not permitted to smoke in or within 500 metres of the Premises.
6. Status
6.1 Your relationship with the Company shall be that of an independent contractor. Nothing in this contract shall render you an employee, worker, agent or partner of the Company and you shall not hold yourself out as such.
6.2 Nothing in this contract shall prevent you from teaching classes for any other organisation provided that such activity does not cause a breach of any of your obligations set out in this contract.
6.3 You shall not have any authority to bind the Company or create any liability against the Wonder Den or The Mill House.
6.4 This constitutes a contract for the provision of services and not a contract of employment and accordingly you shall be fully responsible for and shall indemnify the Company for and in respect of:
(i) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. You shall further indemnify the Company against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the Company’s negligence or wilful default;
(ii) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you or any Substitute against the Company arising out of or in connection with the provision of the Services.
6.5 The Company shall be entitled to satisfy such indemnity (in whole or in part) by making a deduction from any amounts payable to you or to require you to reimburse the Company in full for any such liability.
7. Fees
7.1 In consideration of the provision of the Services, the Company shall pay your agreed fee for running the workshop as agreed in advance between you and Charlie in writing. Payment shall be made on or before the last day of every month one month in arrears. For example, classes taught between 1st and 31st January will be paid on or before 28th February.
7.2 Payments will only be processed upon receipt of a valid invoice. The invoice must include the Company’s name and address: The Mill House, Unit 3 Dicker Mill, Marshgate Drive, Hertford SG13 7AE. Plus, a breakdown of each class taught, giving the date, location and payment required for the full calendar month. All invoices must be received via email to hello@wonderden.co.uk
7.3 By signing this contract you confirm that you are not registered for VAT and if your VAT status changes, you shall inform Charlie immediately.
7.4 The Company shall be entitled to deduct from the fees (and any other sums) due to you any sums that you may owe to the Company at any time.
7.5 Payment in full or in part of the fees claimed under clause 7 shall be without prejudice to any claims or rights of the Company against you in respect of the provision of the Services.
8 Confidential information
8.1 “Confidential Information” means information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, clients, suppliers, products, affairs and finances of the Company for the time being confidential to the Company and trade secrets including, without limitation, technical data and know-how relating to the Business of the Company or any of its suppliers, customers, clients, agents, distributors, shareholders, management or business contacts, including in particular (by way of illustration only and without limitation) the names and contact details of workshop attendees and including (but not limited to) information that you create, develop, receives or obtains in connection with your Engagement, whether or not such information (if in anything other than oral form) is marked confidential.
8.2 You acknowledge that in the course of the Engagement you will have access to Confidential Information. The Consultant has therefore agreed to accept the restrictions in this clause 8.
8.3 You shall not (except in the proper course of your duties), either during the Engagement or at any time after the Termination Date (as defined in clause 11.1), use or disclose to any third party (and shall use your best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
(a) any use or disclosure authorised by the Company or required by law; or
(b) any information which is already in, or comes into, the public domain other than through your unauthorised disclosure.
8.4 At any stage during the Engagement, you will promptly on request return all and any Company Property (being all documents, manuals, hardware and software provided for your 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) in your possession to the Company.
9. Insurance and liability
9.1 You shall maintain in force during the term of your engagement adequate insurance coverage with a reputable insurer necessary to carry out the Services (the “Insurance Policies”).
9.2 You shall have personal liability for and shall indemnify the Company for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by you or a Substitute engaged by you of the terms of this agreement including any negligent or reckless act, omission or default in the provision of the Services and shall accordingly maintain in force full and comprehensive Insurance Policies.
10. Data protection
10.1 Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
10.2 The Company will collect and process information relating to you in accordance with the privacy notice which is here
10.3 You agree to the Company processing your personal and sensitive data for the purposes of administering this contract, reviewing and monitoring your performance, maintaining records and managing the Company's business.
10.4 You and the Company acknowledge that for the purposes of the Data Protection Legislation, the Company is the controller and you are the processor.
10.5 You and the Company will comply with the Data Protection Legislation.
10.6 Schedule 1 sets out the scope, nature and purpose of the processing by you, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation (Personal Data)) and categories of data subject.
10.7 The Consultant shall, in relation to any Personal Data processed in connection with the Engagement:
(a) process that Personal Data only on written instructions of the Company;
(b) keep the Personal Data confidential;
(c) comply with the Company's data protection policy;
(d) comply with the Company’s reasonable instructions with respect to processing Personal Data;
(e) not transfer any Personal Data outside of the UK;
(f) assist the Company in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
(g) notify the Company without undue delay on becoming aware of a Personal Data breach or communication which relates to the your or the Company’s compliance with the Data Protection Legislation;
(h) at the written request of the Company, delete or return Personal Data (and any copies of the same) to the Company on termination of the Engagement unless required by the Data Protection Legislation to store the Personal Data; and
(i) maintain complete and accurate records and information to demonstrate compliance with this clause 10.
10.8 The Company does not agree to you appointing any third-party processor of Personal Data under this agreement.
11. Termination
11.1 Notwithstanding the provisions of clause 1.2, the Company may terminate the Engagement with immediate effect with no liability to make any further payment to you (other than in respect of amounts accrued before the date of termination) if at any time you (or any Substitute):
(a) commits any gross misconduct affecting the Business of the Company (with “Business” being the provision of workshops and events.
(b) commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Company;
(c) is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
(d) is in the reasonable opinion of the Company negligent or incompetent in the performance of the Services;
(e) is declared bankrupt or makes any arrangement with or for the benefit of their creditors or has a county court administration order made against them under the County Court Act 1984;
(f) commits any fraud or dishonesty or acts in any manner which in the opinion of the Company brings or is likely to bring you or the Company into disrepute or is materially adverse to the interests of the Company;
(g) commits any breach of the Company's policies and procedures;
(h) commits any offence under the Bribery Act 2010; or
(i) commits a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017 or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.
11.2 The rights of the Company under clause 11.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this agreement by you as having brought the agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver of these rights.
12. Obligations on termination
12.1 On the date of termination of this agreement, howsoever arising (“the Termination Date”) the Consultant shall:
(a) immediately deliver to the Company all Client Property and original Confidential Information in their possession or under their control;
(b) subject to the Company’s data retention guidelines, irretrievably delete any information relating to the Business of the Company stored on any magnetic or optical disk or memory (including but not limited to any Confidential Information) and all matter derived from such sources which is in their possession or under their control outside the premises of the Company. This obligation includes requiring any Substitute to delete such information where applicable. For the avoidance of doubt, the contact details of business contacts made during the Engagement are regarded as Confidential Information and, as such, must be deleted from personal social or professional networking accounts; and
(c) provide a signed statement that they have complied fully with their obligations under this clause 12, together with such evidence of compliance as the Company may reasonably request.
13. Miscellaneous
13.1 A list of attendees for each workshop will be emailed to you prior to each workshop. You must check attendance before the start of each session and send an email to hello@wonderden.co.uk at the end of each class, to confirm attendees.
13.2 You will be required to wear a branded Wonder Den t-shirt during the workshop.
13.3 In advance of your first workshop, please provide copies of the following:
(a) Invoice inc. bank details and contact details
(b) Proof of necessary insurance – photocopies are accepted
(c) Proof of CRB /DBS checking – photocopy accepted
(d) Paediatric first Aid certificate - photocopy accepted
13.4 This contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
13.5 Any notice required under this contract shall be in writing and sent to the other party to this contract.
14. Totality of terms
This contract is intended to fully reflect the intentions and expectations of both parties as to our future dealings and in the event of any dispute regarding your engagement as a freelance worker by the Company it shall be regarded as a true, accurate and exhaustive record of the terms on which we have agreed to enter into a work relationship. Any variation to this contract will only be valid where it is recorded in writing and signed by both parties. You confirm that you have read and understood the contents of this document.
SIGNING THE CONTRACT
In order to go ahead with the workshop you will need to sign the contract below.
Please indicate your acceptance of these terms by clicking I ACCEPT and entering your initials in the box below. You are providing your signature, indicating that all the information on this form is true and accurate, to the best of your knowledge, and that you agree to comply with these terms.