CONTRACTOR APPOINTMENT TERMS

Background:

A. Thames wishes to appoint the Contractor to supply services as requested by Thames and detailed on the Order Form upon the terms and conditions set out in the Terms.

B. Each Order Form submitted by Thames to the Contractor (which will be subject to the Terms) will, upon acceptance by the Contractor, form a separate Agreement.

It is agreed as follows:

1. Definitions

1.1                   In the Agreement the following definitions will have the following meanings:

“Agreement” the Terms together with the Order Form referable to the Terms;

“Assignment” the assignment to be undertaken by Contractor for Thames as specified on the Order Form;

“Contractor” the party named as such on the Order Form;

“Fee” the fee specified on the Order Form;

“Order Form” a document named as such which confirms details of Thames order made subject to these Terms;

“Terms” these Contractor Appointment Terms; and

“Thames ” Thames Business Services Limited (company registration number 07067253) whose registered office address is Old Batford Mill, Lower Luton Road, Harpenden, Hertfordshire, AL5 5BZ.

2. Application of Terms

2.1 Each Order Form from Thames will be deemed to be an offer by Thames to appoint the Contractor subject to the Terms and no offer will be accepted until the Contractor either expressly by giving notice of acceptance or impliedly by undertaking the Assignment, in whole or in part accepts the offer.

2.2 No terms and conditions endorsed upon, delivered with or contained in the Contractor’s acknowledgement, acceptance of the Order Form or any other similar document will form part of the Agreement and the Contractor waives any right which it otherwise might have to rely on such terms and conditions.

3. Engagement/ Personnel

3.1 The Contractor warrants that it has the know-how, qualifications and necessary ability to undertake the work in respect of the Assignment.

3.2 The Contractor warrants that it is not disbarred in any way from working on the Assignment.

3.3 Subject to clauses 3.1 and 3.2, Thames hereby engages the Contractor and the Contractor hereby accepts such engagement to serve Thames as a contractor in the performance of the Assignment in accordance with the Agreement.

3.4 Thames is under no obligation to offer any further work to the Contractor and the Contractor is under no obligation to accept any further work which may be offered by Thames. Neither party wishes to create or imply any mutuality of obligation between themselves either in the course of, or between, any performance of services in accordance with the Agreement.

3.5 Thames will not take on any direct control over or responsibility for the Contractor’s personnel. In particular, Thames acknowledges that the Contractor’s personnel are professionals who will use their own initiative as to the manner in which the services are supplied and will not be subject to, or to the right of, supervision, direction or control as to the manner in which they render the services.

4. Duties of the Contractor

4.1 The Contractor will, unless prevented by ill health, devote such of his time, attention and abilities to the Assignment as may be necessary for the satisfactory completion thereof as the same will be determined by Thames.

4.2 The Contractor agrees to advise and assist Thames as required in accordance with 4.1 above with respect to all aspects of the Assignment and in the performance of such duties the Contractor will comply with all requests and directions of Thames or nominee including but not limited to complying with all local or internal policies and regulations operated by or effecting Thames or its customer or nominee as the case may be.

5. Fee

5.1 In consideration of the services rendered by the Contractor, Thames will pay to the Contractor the Fee in accordance with the provisions of clause 6 below.

5.2 The Contractor is responsible for accounting to the relevant fiscal and/ or revenue authorities for all taxes, insurance contributions and other liabilities, charges and dues for which the Contractor is liable and the Contractor will keep Thames indemnified in respect of any claim or demand made by such authorities against Thames in respect of the services performed by the Contractor hereunder.

6. Payments

6.1 Thames will pay the Fee within 30 days of the Contractor’s invoice.

7. IP Rights

7.1 Any copyright, patent, registered design, trademark or other intellectual property right of whatever nature subsisting anywhere in the world (“IP Rights”) in any translation, report, documentation, information or other output resulting from the performance of the services by the Contractor pursuant to the Agreement, in whatever media, will be the property of Thames unless otherwise expressly agreed in writing by Thames. The Contractor hereby assigns all rights, title and interest in and to the same to Thames.

7.2 The Contractor will not dispute ownership of the IP Rights set out in clause 7.1 and will (upon request by Thames) do all acts and complete such documents necessary to effect an assignment of IP Rights.

7.3 The Contractor warrants that it will, when utilising any of its own equipment or intellectual property in carrying out the Assignment, ensure that any security requirements reasonably required by Thames are complied with.

8. Confidentiality

8.1 The Contractor will not, other than with the prior written consent of Thames during or after completion of the Assignment or the Contractor’s engagement whichever will be the earlier disclose directly or indirectly to any person, firm, company or third party and will only use for the purposes of the Assignment any information relating to Thames, its business, its customers, its customers business, trade secrets or any other information of whatever nature which Thames or its customer or nominee may deem to be confidential and which the Contractor has or will hereafter become possessed of. The foregoing provisions will not prevent the disclosure or use by the Contractor of any information which is or hereafter, through no fault of the Contractor, becomes public knowledge or to the extent permitted by law.

9. Liability

9.1 The Contractor is engaged for his ability and expertise in the subject matter of the Assignment upon which Thames will rely. In the event that Thames suffers any loss, damage, cost, expense or any other liability arising from a translation or any other information of any nature supplied by the Contractor pursuant to the Agreement the Contractor will indemnify Thames in respect of such loss, damage, cost, expense or any other liability in full.

10. Default

10.1 If the Contractor will be guilty of any serious misconduct or any serious breach or non observance of any of the terms of the Agreement or will neglect or fail or refuse to carry out the duties assigned to the Contractor hereunder, Thames will be entitled summarily to terminate the engagement hereunder without notice and without any payment in lieu of notice and without prejudice to any rights or claims Thames may have against the Contractor arising out of such default.

11. Termination

11.1 Upon the completion of the Assignment or the Contractor’s engagement whichever will be the earlier, the Contractor or his personal representative as the case may be, will immediately deliver up to Thames all correspondence, reports, documents, specifications, papers, information (on whatever media) and property belonging to Thames which may be in his possession or under his control together with all confidential information or copyright works specified in clause 7 above.

12. Assignment

12.1 The Contractor will not transfer or assign the whole or any part of the Agreement without the prior written consent of Thames.

13. Headings and Expressions

13.1 The headings contained herein are for convenience of reference only and will not affect the construction hereof. The expressions “company” “Contractor” “him” “its” or such other expressions as appear herein will be deemed to include the masculine, feminine or plural thereof where the context so admits.

14. Severability

14.1 In the event that any of the terms contained herein are determined by any competent authority to be invalid or unenforceable to any extent, such terms will to that extent be severed from the body of the Agreement which will continue to be valid and enforceable to the fullest extent permitted by the law.

15. Status of Contractor on Termination, Determination or Expiry

15.1 The Contractor is not an employee of Thames but an independent contractor and upon the termination, determination or expiry of the Agreement by affluxion of time will not constitute unfair dismissal nor will the Contractor be entitled to the payment of any compensation, redundancy payments or otherwise upon the occurrence of the same.

16. Data Protection

16.1 Definitions used in clause 16.1 will have the same meanings as in the Data Protection Act 1998. In relation to "personal data" of which one party is the “data controller” and which the other party "processes":

16.1.1 each party warrants that it has in place now and will on a continuing basis take all appropriate technical and organisational measures against unauthorised and unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and

16.1.2 will act only in accordance with the other party's instructions in respect of such personal data, provided they are reasonable and in accordance with applicable law.

17. Third Parties Rights Act

17.1 None of the provisions of the Agreement are intended to or will operate to confer any benefit pursuant to the Contracts (Rights of Third Parties) Act 1999 on a person who is not named as a party to the Agreement.

18. Documents/ Acts

18.1 The parties respectively will and will procure that any other necessary party will execute and do all such documents, acts and things as may reasonably be required on or subsequent to completion of the Agreement for securing each of the obligations of the parties under the Agreement.

19. Law

19.1 The Agreement will be governed by and construed in accordance with English law and each party to the Agreement submits to the exclusive jurisdiction of the English courts.