Terms of Engagement

The Client hereby agrees to engage the Contractor to provide the Client with the following services: 

Retained Human Resources Support. 

Microlearning Training via a software provider EdApp. 

In-person training workshops (if applicable) 

On-line training (if applicable) 

Upon the Client instructing the Contractor of new instructions, the Contractor agrees to acknowledge the instructions and will therefore set out the services the Contractor will provide. The Client will be provided with an ‘Email of Engagement’ of which should be read in conjunction with the Terms of Engagement, together these documents constitute said ‘Agreement.’  

If the ‘Email of Engagement’ conflicts with the Terms of Engagement, the email will take precedence.  

The Agreement will commence once the Client confirms the details of work contained within the ‘Email of Engagement.’ 

Upon commencement of said Terms of Engagement, the Client is obligated to clearly instruct the Contractor of the identity of individual / individuals of whom is authorised to set out instructions and demands of the Contractor.  

Unless instructed otherwise, the Contractor will assume that they are authorised to accept instructions from any person who they deemhave authority in relation to the Client and their company.  

The Contractor will act upon instructions delivered both orally, or via electronic communication. 

The Contractor agrees to deliver services with all reasonable skill and care, and in full compliance with relevant established professional standards.  

The Contractor will deliver the services remotely and virtually from the registered address mentioned above, or such addresses chosen by the Contractor. All of which will be confirmed in advance with said Client.  

Services may be performed flexibly outside of core working hours by the Contractor, unless otherwise discussed and agreed upon between both parties (the Client and the Contractor).  

The Contractor is authorised to suitably appoint a substitute to perform the services on the Client’s behalf. The substitute will be required to comply with the applicable terms of this Agreement.  

The Client hereby agrees to pay the Contractor any fees in accordance with clause 10 (listed below). The contractor will be responsible for the renumeration of the substitute. The Contractor will be subject to all duties and obligations under this Agreement for the duration of the appointment of said substitute.  

The Contractor, at their own discretion, may engage appropriately qualified and experienced sub-contracting professionals to support the Contractor in the provision of services detailed in this Agreement. 

Fees set out to the Client will include any sub-contractor professional fees. The Client hereby agrees to pay the fees in accordance with clause 10. The Contractor will be responsible for the renumeration of the sub-contractor.  

Both parties agree and acknowledge that such sub-contracting professionals will not be deemed the Client’s employees, nor the Contractor’s employees, by their engagement in the provision of services.  

The Contractor will provide said services in accordance to the Client’s instructions unless otherwise clearly specified.  

Unless the Client clearly specified within the instructions, all times, dates, and prices are estimates and may vary as a result of, without limit, the level of changes requested by the Client.  

If the Client is to prevent or delay the performance of the Contractor’s obligations under this Agreement, the Contractor, will grant an extension of time to perform their obligations equal to the delay inflicted by the Client.  

The Client is hereby responsible for the following during the duration of this Agreement: 

Any information provided by the client must be complete, accurate, comply with the laws applicable to England and Wales, and do not infringe the Intellectual Property Rights of any third party.  

Ensure the Contractor has required access to the Client’s premises and suitable space and facilities in which the Contractor can deliver upon the services agreed on the Client’s specified dates. 

The Client must be on time to any planned meetings or events to avoid disruption to the delivery of services.  

Invoices submitted by the Contractor to the Client are due within 30 days of the invoice issue date. 

Provide the Trainer with a list of attendees for the training. 

Ensure that the attendees have the necessary background knowledge to participate in the training. 

Provide a suitable venue for the training (if applicable). 

Provide the Trainer with any necessary support, such as technical equipment or access to data. 

Ensure all users of the microlearning modules understand the 14-day completion window for increased engagement.  

Any training course delivered by the Contractor is intended as an overview on said topic. The course is not intended to be a definitive or comprehensive guide, or act as a substitute for enlisting proper legal advice. Delegates are urged to take relative professional legal advice in relation to their precise and personal requirements.  

The Contractor takes no responsibility if the Client were to ignore professional advice.  

The Contractor does not recommend that any delegates give legal advice, and does not take responsibility if they do so.  

The Small HR Company Ltd is not a firm of solicitors and therefore is not regulated by the Solicitors Regulation Authority. Use of services does not create a solicitor-client relationship. 

The Contractor will be contactable on your agreed days and times between Monday and Friday, 09:00 to 17:00. 

All telephone calls the Client makes to the Contractor will be responded to as soon as possible. The Contractor will seek to respond on the same day if possible. All other correspondence will be responded to within 24 hours of receipt unless it is not practicable to do so. All communication will be via electronic means unless you specifically request otherwise. 

The Contractor’s preferred method of communication is email. Unless specifically requested by the Client, the Contractor will correspond by means of electronic email.  

Both parties accept the risks of using electronic mail, including but not limited to the risks of viruses and unauthorised access.  

Both parties agree to use reasonable procedures to check for commonly known viruses in information sent and received electronically. The Contractor, however, does recognise that such procedures cannot be a guarantee that transmissions will be virus free. 

The Contractor will seek to calculate fees and charges on the basis set out in this document using the proposal as a guide, as agreed by the Client.  

Unless otherwise stated by the Contractor, fees exclude third party costs or the costs of materials which are not yet known but will form part of the services provided. If applicable, these charges will be agreed separately. Third party costs may include, without limit; training materials, room hire, printing, postage, and carriage.  

Expenses incurred will be charged in addition to the price for the service and may include, without limitation, mileage (at the rate specified by HM Revenue and Customs) and hotel expenses, all of which will be charged at cost. All expenses will be agreed upon with the Client prior to being incurred. 

The Contractor will maintain a record of time spent on the Client’s manner. Unless agreed otherwise between the two parties, charges will be calculated in reference to the time spent on the Client’s matter. Time is charged in units of 30 minutes. Routine phone calls, emails and letters are recorded as a single unit.  

Charge rates are subject to review on an annual basis. If the Contractor rates are varied, the Client will be notified on any changes in writing and will be alerted to when the varied rates will take effect from.  

All sums due are subject to any applicable UK taxation, including where relevant, VAT. 

The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services. For avoidance of doubt unless otherwise stated in the ‘Email of Engagement,’ the client is required to pay an additional charge which are incurred as a result of: 

The Client will be invoiced as follows for Retained Services: 

upon the execution of the initial contract, the client will be invoiced monthly in advance for the number of monthly retained days as outlined in the signed proposal and/or terms and conditions; on or around the 1st of the month (or at the execution of the initial contract, whichever comes first within the first month of engagement).  

Retained days do not roll over to the following month. 

The Client will be invoiced as follows for Adhoc Services: 

upon the execution of the initial contract, the client will be invoiced for billable hours used in any month on or around the 1st of the following month (or at the execution of the initial contract, whichever comes first within the first month of engagement).  

The Client will be invoiced as follows for Microlearning: 

upon the execution of the initial contract, the client will be invoiced for all due development days related to microlearning as outlined above and in the proposal. 

billing for the microlearning service is based on the number of unique users within your client user group, (unique users referring to individual accounts that have been set up, logged in to and begun to progress within the assigned module/modules). 

If, after 14 days of non-completion, a user is re-uploaded to the microlearning system they will be treated as a new learner and therefore the client will be charged as such.  

The Client will be invoiced as follows for training: 

upon the execution of the initial contract, the client will be invoiced for all due development days related to requested services/workshops as outlined above. 

The client will be invoiced for all delivery days upon completion of the detailed training workshops on or around the 1st of the following month (or at the execution of the initial contract, whichever comes first within the first month of engagement).  

Where the services requested are lengthy or complex, or involve managing third party costs on your behalf, the Contractor reserves the right to request a deposit or stage payments and if applicable will be detailed within the Client’s ‘Email of Engagement.’  

Client and Contractor are free to contract for additional on-demand services with mutually agreed-upon rates as noted previously in Services. 

All outstanding fees will be billed on a regular basis throughout an assignment.The Contractor will send this out on a monthly basis unless otherwise agreed by the Client.  

Payment can be made by direct debit bank transfer. Bank details will be supplied to the Client upon request.  

All invoices must be paid without any deduction or withholding on account of taxes or other charges.  

The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client. 

The Payment as stated in this Agreement does include Value Added Tax as the Client is a UK entity 

The Contractor will be solely responsible for the payment of all remuneration and benefits due to the employees of the Contractor, including any National Insurance, income tax and any other form of taxation or social security costs. 

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP. 

Where the Contractor submits work requiring Client’s comment/approval prior to completion, the Contractor requests that the Client responds within 30 days. If the Client does not contact the Contractor within this time, the Contractor reserves the right to invoice you for the full amount quoted.  

If an invoice or part thereof remains outstanding after the 14-day period from date of delivery, the Contractor reserves the right to charge interest and/or suspend work on all matter on which the Contractor is advising the Client and/or terminate their retainer. In addition, all invoices will become immediately due and payable.  

Interest payable on any overdue amounts under this Agreement is at a rate of 5.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower. 

Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. 

The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely. 

All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor. 

Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement except as may be required by a court or governmental authority of competent jurisdiction. 

Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received by a third party without obligation of confidentiality.  

Nothing in this clause shall restrict either party, subject to obtaining the permission of the other, from discussing the existence of this Agreement, the nature of the Services to be delivered under it or the nature of the relationship between the parties.  

The Contractor agrees to comply with relevant Data Protection laws in storing and processing any personal information you provide to us.  

In relation to copies of materials supplied by the Contractor to the Client, the Client will have a limited, non-exclusive, non-transferable license to use the Materials for the particular purpose for which they are prepared.  

The Contractor will retain ownership of all copyright and other intellectual property rights in the Materials and in all documents, reports, written or electronic advice or other material provided by the Contractor to the Client under this Agreement.  

If the Client wishes to use copies of the Materials for purposes other than those which they are prepared for, written permission from the Contractor is required. The Contractor warrants that the Client’s receipt and use of the Materials will not infringe the rights, including intellectual property rights, of any third party.  

Upon the Client supplying supporting information or documentation (“Supporting Documents”), the Client agrees to supply the Contractor with a non-exclusive, non-transferable license to use, copy and modify the Supporting Documents for the purpose of providing the services to the Client for the term of this Agreement.  

Additionally, the Client will reserve the right to retain ownership of all copyright and other intellectual property rights in said Supporting Documents and in all documents, reports, written and electronic advice provided by the Client to the Contractor.  

The Client therefore agrees to warrant the Contractor’s receipt of the Supporting Documents will not infringe the rights, including any intellectual property rights, of any third party.  

The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property. 

The client agrees that the Contractor may store documents and papers electronically.  

It is important the Client retains all documents that relate in any way to the matter in respect of which the Client has instructed the Contractor.  

Upon conclusion of the Agreement, and of which there is still outstanding charges to be paid by the Client, the Contractor is entitled to retain all Client papers and documents while the money is owed in relation to charges and expenses.  

Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.  

In the event that this Agreement is terminated by the Client prior to completion of the Services the Contractor will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery. 

The Client can terminate their contract with the Contractor at any time through writing.  

Consultancy services may be cancelled upon receipt of 30 days’ notice. If the Client does not give the 30 days’ notice to the Contractor, the Client will be liable to pay the contractor, in addition to the fees occurred for any work undertaken and for all expenses incurred up to the date of termination. A payment of 50% of any fees that would have been due in the next 30 days had the instructions not been cancelled or, where no timescales have been specified, 50% of the remaining instructions value.  

Training Courses may be cancelled as follows  

If the Client is able to give more than 30 days’ notice of cancellation, they will hold no liability to pay the contractor.  

If the Client gives between 14- and 30-days’ notice of cancellation, the Client will be liable to pay the Contractor a charge of 50% of the value of the training to cover administrative and other costs.  

If the Client provides the Contractor with less than 14 days’ notice of cancellation, the Client will be liable to pay the Contractor the full value of the training.  

The Contractor reserves the right to vary or cancel a course where the occasion necessitates. The contractor is liable in these circumstances and shall be limited to refunding any fees already paid in respect to the training requested by the Client.  

A request to reschedule a course will be treated as a request to cancel the course and rebook under a new order.  

All cancellation requests must be received and agreed in writing by the contractor. The date the letter/email is received, instructing a reschedule of training, will be deemed as the date the request was made.  

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. 

Subject matter of processing  

The subject matter of the processing under this contract will or may be employment related personal data of those employed and or engaged in a work-related capacity by the controller, candidates for jobs at the controller, ex-employees or workers or self-employed individuals.  

Employment related data includes the data set out in the controller’s Register of Employment Related Data.  

Duration of processing  

The data will be processed and/or erased in accordance with the controller’s instruction. The processor will unless instructed otherwise cease processing any personal data and erase such data after a period of 6 years after which they may be destroyed without further notice.  

Nature and purpose of the processing  

The nature and purpose of the processing is for the controller to receive support and advice from the processor in relation to employment-based matters, including general HR related, to assist with legal compliance and good practice in the area of employment.  

The processing will be limited to such matters with processing being conducted electronically and by hard copy information.  

The categories of data subjects and type of personal data  

The categories of data subjects will include those recorded on the controller’s Register of Employment Related Data, candidates for jobs or work, employees, workers, apprentices, volunteers, self-employed individuals, and ex-employees or workers or apprentices, or self-employed individuals or volunteers and any individuals seeking to bring claims or bringing claims against the controller.  

The type of personal data will be the type of personal data as set out in the controller’s Register of Employment Data, and will include where appropriate names, addresses, email addresses, contact details, phone numbers, personal details (such as date of birth, national insurance number, next of kin, emergency contacts, nationality and the right to work in UK), criminal records, bank account details, pay details, data relating to the contract (including terms and conditions), working hours, timekeeping records, attendance and sickness absence records, periods of statutory leave (such as maternity, adoption, parental, paternity, shared parental leave), statutory entitlements, pay details, pension details, benefits, training records, qualifications, appraisal and or assessments and or performance review information or other performance management information, skills and experience, work history (including work history with others as may be detailed on CVs or application forms), references, disciplinary and grievances, records of concern, disability, health and or medical records, health and safety records, equal opportunity related information, any relevant information relating to the use of company equipment/resources, or the performance of the role or the planning or organisation of work, or any relevant details or data needed to deal with any employment based legal claims. 

Obligations of processor  

The obligations of processor are as follows: 

Only process personal data on the documented instructions of the controller, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State Law to which the processor is subject. In such a case the processor shall inform the controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.  

Ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. 

Take all measures required to implement appropriate technical, and organisational measures to ensure a level of security appropriate to the risk to such data, including where appropriate; the use of pseudonymisation/encryption of personal data; the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services; the ability to restore the availability and access to personal data in a timely manner in the event of a physical, or technical incident; a process for regularly testing, assessing, and evaluation ,the effectiveness of technical and organisational measures for ensuring the security of the processing.  

Where the processor does engage a sub processor the processor will place on the sub processor the same obligations that are placed upon the processor by this contract and shall assist the controller insofar as it is possible in the controller fulfilling its obligation to respond to requests for exercising the data subject’s rights.  

Assist the controller in ensuring compliance with data protection legislation around the security of personal data taking into account the nature of processing and the information available to the processor.  

At the choice of the controller, delete or return all the personal data to the controller after the end of the provision of the services relating to processing, and deletes existing copies unless the law requires storage of the personal data.  

Make available to the controller all the information necessary to demonstrate compliance with our obligations as a processor and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller.  

Neither party shall be liable for any indirect or consequential losses or expenses, including but not limited to loss of or damage to anticipated profits, contracts, reputation, goodwill, labour costs or losses or expenses arising from third party claims.  

To the fullest extent permissible in law and except expressly provided herein, the Contractor will not be liable by reason of breach of contract, negligence or otherwise for any loss of any kind occasioned to any person acting, omitting to act or refrain from acting in reliance on course materials, presentation of a course, information, advice or recommendations supplied as part of the services, whether in writing or verbally, or for any loss incurred as a result of our failure to ensure that any form or document generated from the services is appropriate and complete in all respects for the purpose to which the form or document is to be used. 

Notwithstanding the above and save in the case of death or personal injury caused by negligence for which the liability of the parties shall be unlimited, the parties liability under this Agreement shall be limited to the fees charged or £1000 whichever is the lesser.  

If either party is subject to an event of Force Majeure, that is circumstances outside its reasonable control, including but not limited to war, fire, industrial disputes, pandemic or epidemic, or civil commotion, it shall notify the other and the first party’s obligations under this Agreement shall be suspended until it notifies the other party of the end of such event of Force Majeure.  

This Agreement represents the entire agreement between the parties in respect of the services and shall prevail over any conditions contained or referred to in any of your documents or otherwise.  

If any part of this Agreement is found to be void or unenforceable by any Court of competent jurisdiction, such part shall be severed from this Agreement, which will otherwise remain in full force and effect.  

This Agreement shall remain in force until altered in writing and signed by both parties.  

The failure of the Contractor at any time or for any period to enforce any one or more of the terms of this Agreement shall not be a waiver of them or a waiver of the right to enforce such terms on a future occasion.  

You may not assign this Agreement or any rights or obligations under it without the Contractor’s prior written consent.  

Unless otherwise agreed and subject to the application of the then current prices, the terms of this Agreement shall apply to any future instructions by the Client to the Contractor.  

A person who is not a party to this Agreement shall have no rights under this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.  

As long as the contract is valid and for a period of 9 months after its expiry, The Client agrees that it is prohibited from poaching for HR consultancy or any employment the associates, employees, and sub-contractors of The Small HR Company Ltd, for either for themselves or its third parties. Should the client wish to enter into a direct consultancy or employment relationship with any employee, associate, or sub-contractor of The Small HR Company Ltd, the contractor shall be deemed as an employment agency. For such a job placement, the client will be charged a fee equivalent to three month’s gross earnings of the employee, associate, or sub-contractor. The fee is due upon the acceptance of a contract between the employees, associates or sub-contractors and the client. The client must pay all costs, including reasonable legal costs, incurred in enforcing this claim under this Agreement. 

The Client authorises the HR Consultant (The Contractor) to utilise the Client’s logo and associated trademarks as well as media, photos, or footage from any training session solely for the purpose of marketing the trainer’s services.  

Where credits are issued for the services provided; the Client agrees to reference the full name of the company and not the individual HR Consultant. 

The relationship between the Client and the Contractor shall be that of principle and independent self-employed Contractor. The Contractor is in no way an employer or employee.  

This Agreement is non-exclusive, either party is free to engage with any establishment of its selection. Nothing in the contents of this Agreement alludes to creating a partnership or joint venture between the Client and the Contractor. Additionally, neither party will enter into or have authority to enter into any engagement, make any representation or warranty on behalf of, or pledge the credit of, or otherwise bind or oblige the other.  

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. 

The Contractor’s relationship with the Client will be governed by English law and will be subject to the exclusive jurisdiction of the English Courts. 

The Client is required to sign and date these Terms of Engagement as confirmation that the Client would like to enlist the Contractor to supply their services. The Agreement is to then be sent to the Contractor.  

Upon entering the Agreement, the Client’s right to challenge the terms and charging rate will be restricted.  

If the Client does not return a copy of the ‘Terms of Engagement’ countersigned within 5 days, and the Contractor proceeds with the delivery of services, the Contractor will be within their rights to deem that the Client has accepted their Terms of Engagement pending an express written termination of the Contractor’s instructions or the Contractor’s declining to act further.