Terms and Conditions
1.General
Jigsource staff (herein referred to as “Worker(s)”) are self-employed. When a contract is entered into, it is with the individual Worker. Said Worker will invoice the Client directly. Jigsource is a trading name and not a registered company. Neither a contract nor invoice shall be issued from Jigsource as an entity. The Worker is engaged as an independent self-employed contractor and nothing in these Terms shall create an employment relationship, worker relationship, partnership or joint venture between the parties.
Workers predominantly work from home and keep hours to suit their availability. The Worker does not provide guaranteed availability unless expressly agreed in writing. Requests for support will be undertaken on a reasonable endeavours basis and subject to existing commitments. Email correspondence may be sent by the Worker outside of standard business hours on the understanding that the Client is not obliged to respond until business hours.
On-site work will be at pre-agreed dates and times and may result in a shorter working day. Travel expenses for Workers may be re-charged to the Client as part of the Contract.
These Terms and any Contract shall be governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.
2.Contracts
A Contract is established between the Client and the self-employed Worker. A contract will not be issued from Jigsource as an entity.
On contracting a Worker, the scope of work shall be provided by the Client. An expected time frame and start date shall be agreed in writing, along with the negotiated price for the piece of work (herein referred to as “Work”). Payment terms shall be agreed as part of the Contract, however standard payment terms can be found later in this document. The contract shall stipulate any agreed update schedules or milestone reviews.
Contracts shall be signed by both the Worker and the Client (physical and electronic signatures are acceptable). The Contract shall be deemed completed when the finished Work is delivered – deemed accepted if the Client has not raised any issues within 10 days of delivery. Contract copies will be retained by the Worker as required by UK tax law.
The Client agrees that communications, instructions and approvals provided via email or other agreed electronic means shall be deemed valid written communications.
The Client and the Worker have the right to cancel the Contract within 48 hours of signing or prior to the Contract start date – whichever is earlier. In this instance any monies paid by the Client in advance shall be refunded in full. Where the Client terminates a Contract after work has commenced, the Client shall pay for all work completed up to the termination date together with any non-recoverable costs reasonably incurred by the Worker.
3. Right to Terminate
Both parties have the right to terminate the Contract at any time, either by mutual written consent or;
- By the Worker in the event that the Client fails to adhere to any conditions of the Contract and payment terms, or to provide information or access required to successfully complete the Work.
- By the Client in the event that the Worker fails to adhere to any conditions of the Contract or to complete any corrective actions that have been agreed in writing at milestone reviews/check-ins without prior justification.
At the point of termination, all Work, in whatever condition, will be handed over to the Client and all monies owed to date will be paid to the Worker. No further obligations will exist in relation to the Contract.
4. Force Majeure
For the purposes of this document, a "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).
Where a Force Majeure Event gives rise to a failure or delay in either the Client or the Worker performing their obligations under the Contract (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.
If either party becomes aware of a Force Majeure Event which is likely to give rise to failure or delay in performing their obligations under the Contract, they will notify the other party at the earliest opportunity, outlining the period for which it is estimated that such failure or delay will continue.
The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event and protect the integrity of the Contract.
5. Retainer
A retainer with a Worker will be based on X hours/days per period (i.e. per week, per month), payable in advance. If the retained hours are not fully utilised within the period, the Client will not be entitled to a refund, nor to “carry forward” into the next period. Any additional hours/days required by the Client above those retained by contract, shall be at the discretion of the Worker and will be billed for accordingly.
6. Confidentiality and Privacy
The Worker may be exposed to data belonging to the Client and may be required to have access to the Client’s computer network during the term of the Contract. The Client is responsible for ensuring that the Worker’s exposure is limited to that deemed relevant to the successful completion of Work. The Worker is responsible for ensuring that no Client data is retained, in any form, without the Client’s written consent, outside of the completed Work back-up defined in section 9. The Worker accepts that all Client data is confidential and shall not be shared with any third party unless required to be disclosed by law.
The Client remains responsible for its own systems, software, security measures, backups and user permissions. The Worker accepts no liability for losses arising from system failures, cyber incidents, software defects or unauthorised access unless directly caused by the Worker's negligence.
The Worker adheres to the Jigsource Privacy Policy in order to ensure the protection and integrity of personal data. The Worker is a UK based data processor and will not store or use data outside of the scope of the Contract, these terms and the Privacy Policy.
7.Services Per Hour
Work undertaken on an hourly basis shall be contracted at the advertised or negotiated hourly rate. Work expected to last more than 10 hours may be invoiced in full or in part on a proforma/payment-in-advance basis, to be agreed as part of the Contract.
8.Day Rate Services
Services contracted on a day-rate basis shall be contracted at the advertised or negotiated day rate. Payment may be invoiced at intervals throughout the duration of the Service, to be agreed as part of the Contract.
9. Client Responsibilities
The Client shall provide all information, instructions, system access, permissions and materials reasonably required for the Worker to perform the Services. Delays resulting from the Client's failure to provide such information may result in revised delivery times and additional charges.
10. Ownership
Documents provided to the Worker for completion of the Contract remain the property of the Client. Ownership of deliverables created specifically for the Client transfers upon full payment of all invoices relating to those deliverables. Templates of the Worker’s own creation used to produce Work for the Client remain the property of the Worker. A back-up copy of completed work shall be retained by the Worker for the sole benefit of the Client, for up to 12 months after the completion of the Contract, unless otherwise instructed by the Client. No additional Client data should be retained by the Worker after completion of the contract without the Client’s written consent. Examples of Work completed for a Client may be retained for a Worker’s portfolio with the Client’s written consent and without breaching confidentiality.
11. Payment Terms
Payment in Advance of full or part of the Contract value will usually apply to first-time or one-off Contracts, and funds receipted before any work is undertaken. Any other payment intervals will be depicted in the Contract, if applicable. Standard payment terms are 15 days from date of invoice. All retainer work is invoiced in advance of the month’s hours and payment should be received prior to the 1st working day of the month.
Invoices will be issued by, and payment due to the Worker as a self-employed individual. An invoice will not be issued from Jigsource as an entity.
The Worker reserves the right to charge interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
The Worker reserves the right to suspend Services where invoices remain unpaid beyond their due date.
12. Liability
Unless otherwise explicitly agreed within the Contract, the Worker is not liable for any lost profits, lost savings or incidental, indirect, special or consequential damages incurred by the Client, from the Client's use or inability to use the Work in the agreed way, or from breach of the Contract.
The Worker's total liability arising from any Contract shall not exceed the fees paid by the Client under that Contract during the preceding 12 months.
Where the Worker assumes a Data Processor role, the Client remains the Data Controller and unless otherwise clearly stated in the Contract, the Client remains responsible for ensuring that it has the appropriate lawful basis for processing personal data and for providing lawful instructions to the Worker. The Worker shall process personal data only in accordance with those instructions and applicable data protection legislation.