Freelancer Terms
These Terms apply specifically to the introduction of independent freelancers and consultants by Withfrontier Ltd. They do not apply to permanent recruitment assignments or any arrangement under which Withfrontier employs, engages or supplies an individual.
Parties
Withfrontier Ltd (“the Agency”)
Building 3, North London Business Park
Oakleigh Road South
London
N11 1GN
and
_____________________________ (“the Client”)
1. Definitions
Freelancer – An independent freelancer, consultant or contractor introduced by the Agency to the Client.
Engagement – The engagement or use of a Freelancer by the Client or any company within the same group as the Client, whether directly or indirectly and whether personally, through a limited company, consultancy, intermediary or other business structure.
Introduction – The submission or provision by the Agency of a Freelancer’s details to the Client, including a CV, LinkedIn profile, professional profile or other information identifying the Freelancer, or the arranging of communication, an interview or a meeting between the Client and Freelancer.
Commencement Date – The date on which the Freelancer first begins providing services to the Client.
Assignment – An individual freelance or consultancy requirement in respect of which the Agency has been instructed to identify and introduce suitable Freelancers.
2. Agreement
2.1 The Client engages the Agency to identify, assess and introduce Freelancers who the Agency reasonably considers suitable for the Client’s requirements.
2.2 These Terms shall be deemed accepted when the Client:
- instructs the Agency to commence a search;
- receives details of a Freelancer from the Agency;
- interviews, meets or otherwise communicates with a Freelancer following an Introduction; or
- signs these Terms.
2.3 No variation to these Terms shall be valid unless agreed in writing by both parties.
2.4 The Agency’s service is limited to the sourcing, assessment and Introduction of Freelancers. Unless separately agreed in writing, the Agency has no ongoing role in the relationship between the Client and Freelancer following an Engagement.
3. Agency Fee and Payment
3.1 The Agency Fee is a fixed £4,000 plus VAT for each Freelancer introduced by the Agency who is subsequently engaged by the Client.
3.2 The Agency Fee becomes payable when the Freelancer commences an Engagement with the Client and shall be invoiced on the Commencement Date.
3.3 Payment is due within fourteen (14) days of the invoice date.
3.4 The Agency Fee is a one-off introduction fee only.
Once the Agency Fee has been paid in full, no ongoing commission, percentage, margin, extension fee or additional recruitment fee shall be payable to the Agency in respect of that Freelancer, regardless of:
- the Freelancer’s day rate, hourly rate or total fees;
- the length of the Engagement;
- any extension or renewal of the Engagement;
- any change to the scope of work;
- any subsequent project or Engagement between the Client and Freelancer; or
- the total value of work subsequently undertaken.
3.5 Following payment of the Agency Fee, the Client may continue, extend, renew or recommence its relationship with the Freelancer for as long as the parties mutually wish without any further fee becoming payable to the Agency.
3.6 The £4,000 Agency Fee is payable only once in respect of each Freelancer introduced by the Agency.
3.7 All payments shall be made without deduction, withholding or set-off.
4. Introductions and Fee Protection
4.1 Freelancer Introductions are confidential and are made solely for the benefit of the Client.
4.2 Where the Agency introduces a Freelancer to the Client for the purpose of interviewing, meeting or otherwise assessing their suitability for an Engagement, but the Client initially decides not to proceed with that Freelancer, the full Agency Fee shall become payable if the Client, or any company within the same group as the Client as defined by section 1159 of the Companies Act 2006, subsequently engages that Freelancer within twelve (12) months of the original Introduction.
For the avoidance of doubt, this clause applies only where the Client did not proceed with the Freelancer following the initial Introduction. Where the Client engages the Freelancer and pays the Agency Fee in accordance with these Terms, the Client may continue, extend, renew or recommence its relationship with that Freelancer without any further fee becoming payable to the Agency.
4.3 Where clause 4.2 applies, the Agency Fee shall be payable whether the Freelancer is subsequently engaged:
- directly by the Client;
- through the Freelancer’s own limited company or consultancy;
- through another company or intermediary;
- through another recruitment business or agency; or
- by another company within the Client’s group.
4.4 If the Client believes that a Freelancer introduced by the Agency was already known to or in active discussions with the Client regarding the same or a substantially similar Engagement, the Client must notify the Agency in writing within seven (7) days of the Introduction and provide reasonable evidence of that prior relationship.
5. Nature of the Relationship
5.1 The Agency acts solely as an introducer.
5.2 The Freelancer is not employed, engaged or supplied by the Agency and the Agency is not a party to any contract subsequently entered into between the Client and Freelancer.
5.3 Following an Introduction, the Client and Freelancer are responsible for agreeing directly between themselves all terms relating to their Engagement, including but not limited to:
- fees, day rates or hourly rates;
- scope of work and deliverables;
- working hours and location;
- invoicing and payment terms;
- confidentiality;
- intellectual property rights;
- data protection requirements;
- insurance;
- termination provisions; and
- any other commercial or contractual terms.
5.4 The Client shall be solely responsible for paying the Freelancer. The Agency shall not receive, process or administer payments due to the Freelancer.
5.5 The Agency shall have no responsibility for managing, supervising or administering the Freelancer’s work or ongoing relationship with the Client.
6. Suitability and Client Responsibilities
6.1 Before making an Introduction, the Agency will take reasonable steps to assess the Freelancer’s relevant experience, skills and suitability against the Client’s stated requirements.
6.2 The Agency does not warrant or guarantee the Freelancer’s future performance or the accuracy of information supplied by the Freelancer.
6.3 The final decision to engage a Freelancer remains entirely with the Client.
6.4 The Client is responsible for carrying out any further due diligence it considers appropriate before commencing an Engagement, including where relevant:
- references;
- identity and right-to-work checks;
- qualifications or certifications;
- background checks;
- insurance;
- tax status and employment status;
- IR35 or other applicable off-payroll working considerations; and
- any regulatory or compliance requirements applicable to the Engagement.
6.5 Once the Engagement commences, the Agency shall not be responsible for the Freelancer’s performance, conduct, acts, omissions, availability or delivery of the agreed services.
7. No Replacement or Refund
7.1 The Agency Fee is payable for the successful Introduction of the Freelancer and is not contingent upon the duration or success of the subsequent Engagement.
7.2 Once the Freelancer has commenced an Engagement, no refund, rebate or free replacement shall be due if the Engagement subsequently ends for any reason.
7.3 Any further search undertaken by the Agency for a different Freelancer following the termination of an Engagement shall constitute a new Assignment unless otherwise agreed in writing.
8. Liability
8.1 Nothing in these Terms limits or excludes the Agency’s liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability which cannot lawfully be limited or excluded.
8.2 Subject to clause 8.1, the Agency’s total liability arising from or in connection with an Assignment shall not exceed the Agency Fee paid by the Client in respect of that Assignment.
8.3 The Agency shall not be liable for any indirect, consequential or financial loss arising from an Engagement, including loss of profit, revenue, business, opportunity or anticipated savings.
8.4 The Agency shall not be liable for any loss arising from the acts, omissions, negligence, misconduct, non-performance or breach of contract of a Freelancer following their Engagement by the Client.
8.5 The Client shall indemnify the Agency against losses arising from any breach by the Client of these Terms.
9. Data Protection
9.1 Both parties shall comply with the UK GDPR, the Data Protection Act 2018 and any other applicable data protection legislation.
9.2 The Agency and Client each act as independent data controllers in respect of Freelancer personal data.
9.3 Freelancer information supplied by the Agency shall be used only for legitimate recruitment and engagement purposes and shall not be disclosed unnecessarily to third parties.
10. Confidentiality
10.1 Both parties agree to keep confidential all business, Freelancer and proprietary information shared in connection with an Assignment, except where disclosure is required by law or reasonably necessary for the purposes of the proposed Engagement.
10.2 This obligation shall continue for two years following termination of these Terms.
11. Governing Law
11.1 These Terms and any dispute or claim arising from them shall be governed by the laws of England and Wales.
11.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.