Silverbox Production Ltd – Terms of Freelance Engagement
Silverbox Production Ltd. (“us”/”we”/”our”)
TERMS OF FREELANCE ENGAGEMENT
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1.1 Words and phrases defined in clause 15 shall have the meaning there assigned to them.
2. Entitlement to carry out work
2.2 You warrant that neither your right to be engaged by us nor your ability to carry out your duties under this Agreement is limited in any way by any obligation to any third party, by any Court Order or similar imposition, or by any legally enforceable restriction on your right to engage in paid work in the UK, and you undertake to inform us immediately if there is any change in any such circumstance.
3.1 During your engagement under this Agreement you will:
3.1.1 carry out the duties specified in the Freelance Purchase Order (FPO) and/or the crew call sheet (call sheet) and as advised by our Project Manager on site;
3.1.2 at all times observe and follow our proper and reasonable directions and regulations;
4. Location & Travel
4.1 The location of your engagement will be defined in our FPO and/or the call sheet;
4.2 Any travel arrangements to be billed to us to or from that location will be defined in our FPO and/or the call sheet.
5. Days & Hours of Work
5.1 The days and hours that we expect you to carry out your duties for us will be defined either in the FPO or within the call-sheet that we provide to you in advance of the job.
5.2 All work carried out for us must be subject to an FPO which will be issued to you in advance of you carrying out work for us. No FPO or call sheet issued by us will infer any instruction to undefined further work or the rate thereof.
5.3 If you are required to work additional hours over and above that instructed to you in the FPO and/or the call sheet, the time and rate of such work will be agreed with you at the time by the Project Manager and confirmed to you electronically in writing (i.e. by email or other electronic written form so that you have a record of the agreement).
6.1 The amount that we agree to pay for your services is shown in your FPO, payable on 30 days terms on receipt of your invoice. Invoices MUST be sent to firstname.lastname@example.org and quote the FPO number. Any discrepancy from the FPO that has been agreed by the Project Manager will be accepted. Any discrepancy that has not been agreed may be rejected.
7.1 Any expenses should be paid for by the Project Manager on site. Should you be on site without a Project Manager, any necessary expenses should be covered in advance. In the event of any emergency expenditure that might be required, we ask that you contact Silverbox for authorisation in advance.
8. Intellectual Property
8.1 Subject to the provisions of the Patents Act 1977 and the Copyright, Designs and Patents Act 1988 if at any time during your engagement under this Agreement you carry out a task involving any form of Intellectual Property (IP), you expressly assign the rights of such IP to us and understand that it shall be our absolute property. At our request and expense you shall give and supply all such information, recordings, data drawings and assistance as may be required.
8.2 Rights and obligations under this clause shall continue in force after termination of this Agreement in respect of any IP made during your engagement under this Agreement and shall be binding upon your representatives.
9.1 To the extent that they do not vest in us by operation of law or under this Agreement you hereby assign exclusively and throughout the universe to us with full title guarantee by way of assignment the entire present and future copyright and all your rights, title and interest in and to all material written or devised or created by you pertaining to our operations or business for the time being or resulting from or suggested by any work which you carry out for us pursuant to your engagement and all rights of action for damages for infringement of such copyright material to hold them absolutely for the entire period of copyright and any renewals and extensions of copyright and after such period in perpetuity.
9.2 You hereby appoint us as your attorney for the purpose of executing in your name and on your behalf all such deeds and documents as may be required pursuant to this agreement.
9.3 You hereby irrevocably and unconditionally waive any and all rights under the Copyright Design and Patents Act 1988, or any rights of a similar nature under any law in any other jurisdiction, in and to any and all material written, recorded, created or devised by you whether solely or jointly, pertaining to our operations or business.
9.4 The assignment and waiver contained in this agreement shall not be affected by reason of the termination of this Agreement for whatever reason.
10. Confidentiality and Non-disclosure
10.1 You will not, whether during (except in the proper course of your duties under this Agreement) or at any time after the termination of this Agreement, divulge in any form whatsoever to any person or organisation whatever or otherwise make use of (and will use your best endeavours at all times to prevent publication or disclosure of) any Confidential Information.
10.2 In particular, social media posts relating to events may not be made either before, during or after events without the written permission of the Project Manager and the Client (in that order).
10.3 You will not during the term of this Agreement make any notes or memoranda relating to any Confidential Information otherwise than for our benefit, and all notes and memoranda concerning your duties under this Agreement or our business which you acquire receive or make during the course of your engagement and all Confidential Information shall be our property and shall, together with all copies thereof, be surrendered by you to someone duly authorised in that behalf at the termination of your engagement.
10.4 Your obligations under this clause shall cease to apply to any information which comes into the public domain other than as a direct or indirect result of your breach of your obligations to us.
10.5 The provisions of this clause shall survive the termination of this Agreement howsoever effected.
11.1 You covenant with us that (save in the proper performance of your duties under this Agreement) you will not, without our express written consent:
11.1.1 – in so much as it would directly compromise our business, accept work from or be retained in any capacity whether paid or unpaid, by any other organisation or individual;
11.1.2 – compete with, canvass, solicit or seek to secure business or custom from any existing or prospective client of ours;
11.1.3 – deal with any supplier so as to adversely affect its ability to fulfil any contractual obligations to us, or seek in any way to interfere with our relationship and/or dealings with any supplier;
11.1.4 – endeavour to entice away from us any employee or Key Person for any reason (whether or not the employee or Key Person would be in breach of contract by leaving us);
11.2 You acknowledge and accept that the restrictions set out in this clause are reasonable for the legitimate protection of our interest and goodwill in all the circumstances, particularly the extent of your potential access to our customers and confidential information. Nevertheless it is agreed between the parties that if any one or more of such restrictions shall, either taken by itself or by themselves together, be adjudged to go beyond what is reasonable for the protection of our legitimate interests but would be adjudged reasonable if any particular restriction or restrictions were deleted or if any part or parts of the wording thereof were deleted, restricted or limited in a particular manner, then the restrictions set out in those clauses shall apply with such deletions, restrictions or limitations as the case may be.
12.1 An appropriate, responsible, polite and professional standard of conduct is expected of every person working on behalf of Silverbox. In the event of any Misconduct (as defined below), or should you fail to meet the required standard or to effectively respond to any requests issued to you by us or our customer, it may be considered a breach of this agreement and you may be required to leave site.
12.2 Appropriate dress and grooming is required at all times whilst carrying out your duties under this Agreement. This is particularly relevant when you can be or can expect to be seen by the public, by our customers or in any circumstances where your dress and grooming can reasonably be expected to affect our reputation.
12.3 When working on a non-office site, appropriate clothing, in compliance with relevant health and safety regulations (such as high visibility clothing and protective footwear), and any task-specific PPE provided by us (such as protective glasses, masks, gloves, head protection, etc.) must be worn in accordance with the requirements of the task or that have been issued to you. Safety and other regulations relating to the site concerned and/or imposed by the client must always be fully complied with.
12.4 You acknowledge and accept our right to impose a dress and grooming code in our interests and those of our business and our employees generally, and you further acknowledge and accept that the imposition of any such dress code does not infringe your right of self-expression or that, to the extent that it does, you confirm that you accept and do not contest such infringement.
13. Data Protection
13.1 During your engagement and for as long a period as is reasonably necessary following its termination (for whatever reason) we may:
13.1.1 – produce, obtain, keep and use personal data about you for administrative, management, analysis and assessment purposes and to comply with legal and contractual obligations in connection with our professional relationship. On occasion we may need to disclose information about you to third parties;
13.1.2 – transfer any information of the above type within our Group or where legally required to do so.
13.2 In signing this Agreement, you consent to us carrying out the processing of personal data as described above.
14. Health & Safety
14.1 You have a personal duty to yourself, our staff, other freelancers, our customers and the public, to comply with all health & safety rules and to take all reasonable care to promote and ensure the health & safety of yourself and those you come in contact with during the course of your work.
14.2 In particular, but without limitation, you must:-
14.2.1 – only ever operate or install equipment and machinery in accordance with the relevant operating/installation instructions, procedures and relevant safety measures; and
14.2.2 – always ensure, before ‘signing off’ on the installation or repair of any equipment, that the customer is fully aware of, and has accepted in writing, all relevant operating procedures, restrictions and limitations of use, and all associated safety measures.
14.3 Where appropriate, clothing in compliance with relevant health and safety regulations must be worn at all times, and safety and other regulations relating to the site concerned and/or imposed by the customer must always be fully complied with.
14.4 You must promptly report to our Project Manager, any potential hazard relating to your work under this Agreement or relating to the environment in which that work is carried out.
14.5 You must promptly report to our Project Manager, any injury sustained by you or anybody else during or in connection with your work under this Agreement, and you must fully cooperate with us in any subsequent investigation into such injury.
14.6 Smoking is forbidden at all times within our buildings and vehicles or within any other building (whether ours or not) where you are carrying out your duties under this Agreement. Smoking outdoors on customers’ premises is only permissible with the permission of the Project Manager on site AND the explicit approval of the customer. Smoking outdoors on company premises is permitted ONLY during an official break period and in the designated smoking area.
14.7 The consumption of alcohol is governed strictly by the company alcohol policy. Consumption of alcohol on customers’ premises is only permissible with the permission of the Project Manager on site AND the explicit approval of the customer.
15. Definitions and interpretation
15.1 Clause headings do not form part of this Agreement.
15.2 Each provision of this Agreement is independent and severable from the remaining provisions and enforceable accordingly. If any such provision shall be unenforceable for any reason but would be enforceable if part of the wording thereof were deleted, it shall apply with such deletion as may be necessary to make it enforceable.
15.3 This Agreement contains the understanding between you and us and supersedes all previous agreements (if any) relating to your engagement by us.
15.4 This Agreement is governed by and shall be construed in accordance with the Laws of England and the parties submit to the exclusive jurisdiction of the English Courts.
15.5 In this Agreement, the following words and phrases shall have the following meaning unless specifically stated otherwise in the clause or clauses in which they occur:
“Agreement” means the contract between you and us consisting of (a) this document, and (b) the Freelance Purchase Order issued to you (and any documents referred to therein as being part of such contract);
“Associate Company” means a subsidiary company and any other company which is for the time being a holding company (both as defined by the Companies Act 1985 Section 736) of us or another subsidiary of any such holding company.
“Confidential Information” means trade secrets and other information relating to us, to any Associate Company and to any director, officer, employee, supplier, customer, agent, partner, dealer, distributor, consultant or contractor of or to us or any Associate Company including but not limited to:- details of customers and clients and prospective customers and clients, dealers, distributors and agents and their respective relationships with us and/or any Associate Company; terms of business; price lists, margins and discounts; tenders offered, contemplated or undertaken; research activities, designs, formulae, bespoke software, firmware and hardware, rehearsals, recordings, and product lines; reports; actual or prospective advertising, marketing and promotional activities and campaigns; business strategies, product development plans and sales forecasts; financial information, invoices, quotes, purchase orders, statements, results and financial forecasts; acquisitions, mergers, disposals and fund-raising activities both actual and prospective; and all whether or not recorded in writing and/or electronically. In particular, recordings and photographic images are included and may not be released on social media.
“Misconduct” includes by way of example but is not limited to:
- material breach of trust and/or confidence;
- violent, abusive or intimidating conduct and/or language;
- sexual and/or racial harassment;
- attending at or using our property whilst under the influence of alcohol or non-medically prescribed drugs;
- unauthorised use of, wilful negligence of or interference with or deliberate or wilful damage to our equipment or property (including but not limited to our engineering equipment, tools, vehicles, buildings, fixtures & fittings and Information Systems);
- wilful neglect or breach of duty;
- bringing the company name and/or its conduct into disrepute through actions or defamatory means whether during working time or otherwise;
- serious and/or persistent insubordination;
- failure to report an accident at work;
- breach of health and safety rules so as to endanger the health and/or safety of you or of others;
- “Intellectual Property” includes but is not limited to recordings of video or audio, letters, patents, trademarks whether registered or unregistered, registered or unregistered designs (including but not limited to software, firmware and hardware), utility models, copyrights including design copyrights, applications for any of the foregoing and the right to apply for them in any part of the world, discoveries, creations, inventions or improvements upon or additions to an invention, Confidential Information, know-how and any research effort relating to any of the above-mentioned whether registerable or not, moral rights and any similar rights in any country of the world;
“Key Person” means an employee of or contractor to us engaged or retained in a managerial, sales, marketing, finance, research, design or engineering capacity;
“Material Dealings” means receiving instructions, enquiries or orders from, entering into negotiations with, making sales to or purchases from, performing any form of task for, being responsible for in a management or supervisory capacity;
“Prospective Client” means any person firm company or other entity with whom or which you or any other employee had Material Dealings at any time during the course of this agreement with a view to that person firm company or other entity becoming a client or customer of ours or an associated group company;
“Client” means any person firm company or other entity who or which, at any time during this agreement was a client or customer of ours or an associated group company;
“Supplier” means any person firm company or other entity who or which, at any time during this agreement, was a supplier of products or services to us and with whom or which you or other members of the company had Material Dealings during that period;
“Termination Date” means the date that this Agreement ends, for whatever reason;