INTERPRETATION

1. The definitions and rules of interpretation in this clause 1 apply in this agreement (unless the context requires otherwise).

   1. Business Opportunities: any opportunities which the Property PA Professional becomes aware of during the Engagement which relate to the Business of the Client of which it reasonably considers might be of benefit to the Client.

   2. Business of the Client: Property PA professionals may include, but are not limited to the following; decluttering, selling services, property management, interior decorating, home administration, errand running, lifestyle management, personal assistant.

   3. Capacity: as agent, Property PA Professional, director, employee, owner, partner, shareholder or in any other capacity.

   4. Client: Heyworth Gordon Limited

   5. Client Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business of the Client or its customers and business contacts, and any equipment, keys, hardware or software provided for the use of the Property PA Professional by the Client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Property PA Professional on the computer systems or other electronic equipment of the Client and the Property PA Professional during the Engagement.

   6. Commencement Date: Date you confirm engagement of services.

   7. Confidential Information: 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, products, affairs and finances of the Client for the time being confidential to the Client and trade secrets including, without limitation, technical data and know-how relating to the Business of the Client or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts (by way of illustration only and without limitation) and including (but not limited to) information that the Property PA Professional creates, develops, receives or obtains in connection with his Engagement, whether or not such information (if in anything other than oral form) is marked confidential.

   8. Engagement: the engagement of the Property PA Professional by the Client on the terms of this agreement.

   9. Insurance Policies: commercial general liability insurance cover, professional indemnity insurance cover and public liability insurance cover, employer’s liability insurance cover, directors and officers insurance cover, cyber and data insurance cover.

   10. Intellectual Property Rights: patents, rights to invention, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

   11. Invention: any invention, idea, discovery, development, improvement or innovation made by the Property PA Professional in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.

   12. Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the Engagement other than as expressly set out in this agreement or any documents referred to in it.

   13. Restricted Business: business obtained by the Client or companies directly in business with the Client.

   14. Restricted Customer: customers of the Client.

   15. Restricted Person: person discharging managerial duties for the Client.

   16. Services: the services provided by the Property PA Professional in a Freelance capacity for the Client’s customers on an ad hoc basis detailed in a confirmation email to the Property PA Professional with final terms and Charges agreed.

   17. Termination Date: the date of termination of this agreement, howsoever arising.

   18. Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Property PA Professional in the provision of the Services

2. The headings in this agreement are inserted for convenience only and shall not affect its construction.

3. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

4. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

5. Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

6. Schedule 1 to this agreement forms part of (and is incorporated into) this agreement.                                                                                                                    

TERMS OF ENGAGEMENT

1. The Client shall engage the Property PA Professional and the Property PA Professional shall provide the Services on the terms of this agreement.

2. The Engagement shall commence on the Commencement Date and shall continue unless and until terminated:

   1. as provided by the terms of this agreement;

   2. by either party giving the other not less than 4 week(s) prior written notice;

   3. by the Client in the event that the Property PA Professional does not meet targets or expectations under this agreement​                                      &&

DUTIES AND OBLIGATIONS

1. During the Engagement the Property PA Professional shall:

   1. provide the Services with all due care, skill and ability and use his best endeavours to promote the interests of the Client;

   2. provide accurate certifications, insurance documents and registration information as required by the Client;

   3. update the Client immediately there are any changes in information or circumstance from when the Services are agreed.

2. If for some reason you are unable to deliver a pre-organised booking, sufficient notice of 3 working days must be given and offer of a cover of another Property PA professional. otherwise access to the bookings may be revoked at the Client’s sole discretion.

3. The Client’s customers have a cancellation window from the time of booking until 72 hours before Services are due to be rendered.  If an organised booking is cancelled less than 72 hours before the Services are due to be performed, the Property PA Professional shall be notified by the Client and they will receive 50% of the agreed Charges for the Services.

4. If the Property PA Professional is unable to provide the Services due to illness or injury, they shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with clause 4 in respect of any period during which the Services are not provided due to illness.

5. The Property PA Professional shall use reasonable endeavours to ensure that they are available at all times on reasonable notice to provide such assistance or information as the Client may require.

6. The Property PA Professional accepts that upon Termination of this Engagement, in whatever capacity, all contacts generated by the Property PA Professional during his Engagement with the Client will remain the contacts of the Client and any attempt to keep such contacts will be in breach of clause 8 of this Agreement.

   1. Unless they have been specifically authorised to do so by the Client in writing, the Property PA Professional shall not:

   2. have any authority to incur any expenditure in the name of or for the account of the Client; or

7. hold himself out as having authority to bind the Client.

8. The Property PA Professional shall comply with all reasonable standards of safety and comply with the health and safety procedures of the Client from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.

9. The Property PA Professional shall comply with the policies of the Client and Client’s customers on social media, use of information and communication systems, anti-harassment and bullying, no smoking, dress code and substance misuse.

10. The Property PA Professional undertakes to the Client that during the Engagement they shall take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to his knowledge and in any event before the same shall have been offered by the Property PA Professional (or caused by the Property PA Professional to be offered) to any other party provided that nothing in this clause shall require the Property PA Professional to disclose any Business Opportunities to the Client if to do so would result in a breach by the Property PA Professional of any obligation of confidentiality or of any fiduciary duty owed by the Property PA Professional to any third party.

11. The Property PA Professional shall:

    1. comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

    2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

    3. promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Property PA Professional in connection with the performance of this agreement; and

    4. ensure that all persons associated with the Property PA Professional or other persons who are performing services or providing goods in connection with this agreement comply with this clause 3.9.

12. Breach of clause 3.9 shall be deemed a material breach of this agreement.                                                                                                                                 

FEES

1. The Client shall pay the Property PA Professional an agreed fee, which shall be confirmed by both parties via email, prior to the Services being carried out by the Property PA Professional. Following performance of the Services, the Property PA Professional shall receive a Purchase Order from the Client for the agreed fee, a document which gives details of Services provided and agreed fee payable.

2. In consideration of the provision of the Services during the Engagement, the Client shall pay each purchase order submitted to the Property PA Professional in accordance with clause 4.1 within 60 day(s) of delivery of the Service, unless we have alerted you to longer payment terms imposed on us by the Client’s customers.

3. The Client shall be entitled to deduct from the fees (and any other sums) due to the Client any sums that the Property PA Professional may owe to the Client at any time.

4. Payment in full or in part of the fees claimed under clause 4 or any expenses claimed under clause 5 shall be without prejudice to any claims or rights of the Client against the Property PA Professional in respect of the provision of the Services.                                                                                        

OTHER ACTIVITIES

1. Nothing in this agreement shall prevent the Property PA Professional from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that:

   1. such activity does not cause a breach of any of the obligations of the Property PA Professional under this agreement.

   2. the Property PA Professional shall not engage in any such activity if it relates to a business which is similar to or in any way competitive with the Business of the Client without the prior written consent of the Directors

   3. the Property PA Professional shall give priority to the provision of the Services to the Client over any other business activities undertaken by the Property PA Professional during the course of the Engagement.                                                                                                                                    &

CONFIDENTIAL INFORMATION

1. The Property PA Professional acknowledges that in the course of the Engagement they will have access to Confidential Information. The Property PA Professional has therefore agreed to accept the restrictions in this clause 7.

2. The Property PA Professional shall not (except in the proper course of his duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:

   1. any use or disclosure authorised by the Client or required by law; or

   2. any information which is already in, or comes into, the public domain otherwise than through the unauthorised disclosure of the Property PA Professional.

3. At any stage during the Engagement, the Property PA Professional will promptly on request return all and any Client Property in his possession to the Client.                                                                                                                                                                                                                                             

NON-SOLICITATION AND NON-COMPETE

1. In order to protect the Confidential Information and business connections of the Client to which they have access as a result of the Engagement, the Property PA Professional covenants with the Client that they shall not (unless they have been specifically authorised to do so by the Client in writing, the Property PA Professional shall not):

   1. during this Engagement and for 12 months after Termination, solicit or endeavour to entice away from the Client, the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business;

   2. during this Engagement and for 12 months after Termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Client any restricted person;

   3. during this Engagement and for 12 months after Termination, employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement;

   4. during this Engagement and for 12 months after Termination, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or

   5. at any time after Termination, represent himself as connected with the Client in any Capacity, other than as a former Property PA Professional, or use any registered names or trading names associated with the Company.                                                                                            

DATA PROTECTION

1. The Property PA Professional consents to the Client holding and processing data relating to themselves for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" (as defined in the Data Protection Act 2018) relating to the Property PA Professional including, as appropriate:

   1. information about the physical or mental health or condition of the Property PA Professional in order to monitor sickness absence;

   2. the racial or ethnic origin or religious or similar beliefs of the Property PA Professional in order to monitor compliance with equal opportunities legislation; and

   3. information relating to any criminal proceedings in which the Property PA Professional has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.

2. The Property PA Professional consents to the Client making such information available to those who provide products or services to the Client such as advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of the Client or any part of its business.

3. The Property PA Professional consents to the transfer of such information to business contacts of the Client outside the European Economic Area in order to further its business interests.

4. The Property PA Professional shall comply with the data protection policy of the Client and relevant obligations under the Data Protection Act 2018 and associated codes of practice when processing personal data relating to any employee, worker, customer, client, supplier or agent of the Client.                                                                                                                                                                                                                                                        

INTELLECTUAL PROPERTY

1. The Property PA Professional hereby assigns to the Client all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this agreement, the Property PA Professional holds legal title in these rights and inventions on trust for the Client.

2. The Property PA Professional undertakes:

   1. whenever requested to do so by the Client and in any event on the termination of the Engagement, promptly to deliver to the Client all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in his possession, custody or power;

   2. not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Client; and

   3. to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Client.

3. The Property PA Professional warrants to the Client that:

   1. they have not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;

   2. they are unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and

   3. the use of the Works or the Intellectual Property Rights in the Works by the Client will not infringe the rights of any third party.

4. The Property PA Professional agrees to indemnify the Client and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Client, or for which the Client may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Property PA Professional to the Client during the course of providing the Services. The Property PA Professional shall maintain adequate liability insurance coverage and ensure that the interest of the Client is noted on the policy, and shall supply a copy of the policy to the Client on request. The Client may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Property PA Professional.

5. The Property PA Professional waives any moral rights in the Works to which they are now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes the moral rights of the Property PA Professional.

6. The Property PA Professional acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this agreement are due or may become due to the Property PA Professional in respect of the performance of his obligations under this clause 9.     

INSURANCE AND LIABILITY

1. The Property PA Professional shall have personal liability for and shall indemnify the Client for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Property PA Professional 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 during the Engagement full and comprehensive Insurance Policies

2. The Property PA Professional shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to the Client and that the level of cover and other terms of insurance are acceptable to and agreed by the Client.

3. The Property PA Professional shall on request supply to the Client copies of the Insurance Policies and evidence that the relevant premiums have been paid.

4. The Property PA Professional shall notify the insurers of the interest of the Client and shall cause the interest to be noted on the Insurance Policies together with a provision to the effect that, if any claim is brought or made by the Client against the Property PA Professional in respect of which the Property PA Professional would be entitled to receive indemnity under any of the Insurance Policies, the relevant insurer will indemnify the Client directly against such claim and any charges, costs and expenses in respect of such claim. If the relevant insurer does not so indemnify the Client, the Property PA Professional shall use all insurance monies received by him to indemnify the Client in respect of any claim and shall make good any deficiency from his own resources.

5. The Property PA Professional shall comply with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if the Property PA Professional is aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Property PA Professional shall notify the Client without delay.                                                                                                                                                                                                                               &        & 

TERMINATION

1. Notwithstanding the provisions of clause 2.2, the Client may terminate the Engagement with immediate effect with no liability to make any further payment to the Property PA Professional (other than in respect of amounts accrued before the Termination Date) if at any time the Property PA Professional:

   1. commits any gross misconduct affecting the Business of the Client; or

   2. 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 Client; or

   3. 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); or

   4. is in the reasonable opinion of the Board negligent or incompetent in the performance of the Services; or

   5. is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984; or

   6. is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 21 days in any 52-week consecutive period; or

   7. commits any fraud or dishonesty or acts in any manner which in the opinion of the Client brings or is likely to bring the Property PA Professional or the Client into disrepute or is materially adverse to the interests of the Client; or

   8. commits any breach of the Client policies and procedures; or

   9. commits any offence under the Bribery Act 2010.                                                                                                                                                                     

OBLIGATIONS ON TERMINATION

1. On the Termination Date the Property PA Professional shall:

   1. immediately deliver to the Client all Client Property in his possession or under his control;

   2. irretrievably delete any information relating to the Business of the Client stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control outside the premises of the Client. 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

   3. provide a signed statement that they have complied fully with his obligations under this clause 13.                                                                                   

STATUS 

1. The relationship of the Property PA Professional to the Client will be that of independent Property PA Professional and nothing in this agreement shall render them an employee, worker, agent or partner of the Client and the Property PA Professional shall not hold himself out as such.

2. This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Property PA Professional shall be fully responsible for and shall indemnify the Client for and in respect of:

   1. 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. The Property PA Professional shall further indemnify the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the negligence or wilful default of the Client; and

   2. any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Property PA Professional against the Client arising out of or in connection with the provision of the Services.

3. The Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Property PA Professional.                                                                                                                                                                                                                                               

NOTICES

1. Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at (in the case of the Client) its registered office for the time being and (in the case of the Property PA Professional) his last known address, or by sending it by fax to the fax number notified by the relevant party to the other party. Any such notice shall be deemed to have been received:

   1. if delivered personally, at the time of delivery;

   2. in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting; and

   3. in the case of fax, at the time of transmission.

2. on proving such service it shall be sufficient to prove that the envelope containing the notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post or that the notice was transmitted by fax to the fax number of the relevant party.                                                                                                                                       

ENTIRE AGREEMENT AND PREVIOUS CONTRACTS

1. Each party on behalf of itself acknowledges and agrees with the other party that:

   1. this agreement together with any documents referred to in it constitute the entire agreement and understanding between the Property PA Professional and the Client and supersedes any previous arrangement, understanding or agreement between them relating to the Engagement (which shall be deemed to have been terminated by mutual consent);

   2. in entering into this agreement neither party has relied on any Pre-Contractual Statement; and

   3. each party agrees that the only rights and remedies available to it or arising out of or in connection with any Pre-Contractual Statement shall be for breach of contract. Nothing in this agreement shall, however, limit or exclude any liability for fraud.                                                        

VARIATION

1. No variation of this agreement or of any document referred to in it shall be valid unless it is in writing and signed by or on behalf the parties.           

COUNTERPARTS

1. This agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.                                                                                                                                                      

THIRD PARTY RIGHTS

1. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party which exists, or is available, apart from under that Act.

2. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.                                                                                                                                                                                                                                                                                                                                                  

GOVERNING LAW AND JURISDICTION

1. This agreement 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 law of England and Wales.

2. The parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).