Terms of engagement for freelancers (“Freelancer” or “you”) working with Profile Books Ltd (“Profile”)
These terms are standard and apply in addition to the details of the project which you have undertaken to do (the “Work”), as set out in the Engagement Letter, which may be an email, which will be supplied to you separately. If a specific variation to the terms below is agreed in the Engagement Letter then that variation will apply instead of those terms for that project; terms below not varied by the Letter remain unchanged.
- No employee relationship created
There is no intention to create an employer/employee relationship. You as Freelancer will be responsible for payment of your own Tax and National Insurance. See below however for “personal service companies” where different rules might apply. If you need to discuss your work with a third party such as an author, supplier or customer of Profile, you should introduce yourself as a contractor working for Profile, and not as a member of Profile staff.
If there is a subsequent determination by HMRC that tax and NI should have been deducted before payment to you then you will pay to Profile any amounts which are refunded to you by HMRC as a result. This is because Profile will have been charged for this by HMRC in such a case.
- Intellectual property
Where intellectual property is created as a result of your carrying out the Work, the details of what rights Profile has to use your work will be set out in the Engagement Letter.
You may undertake the Work whenever you wish and wherever you choose to work, to achieve the agreed deadlines. You must keep your Profile contact informed as soon as possible if it appears that there might be a problem in meeting them.
- Confidential information
You must not discuss with third parties any confidential information about Profile, its customers or suppliers which you learn through your involvement with the project, during or after its completion. You will use that confidential information solely as necessary to carry out the Work. This clause does not apply to information which is in the public domain or becomes in the public domain other than as a result of your actions.
- Standard of Work
You undertake to provide the services in a professional manner and that the work provided will be to the standard of work shown on any website or demonstration of your skills. If you choose to sub-contract some or all of the work then you will be responsible for ensuring that this is done to the required standard and for paying the sub-contractor.
You will invoice Profile Books Ltd for the fee as agreed in the Engagement Letter. VAT should be added to the invoice if applicable, and will be in addition to the agreed rate, unless otherwise specified in the Engagement Letter.
Payment will not be due until the work has been agreed as accepted by Profile Books. If the work is not in accordance with the brief given to you, or to the standard expected, then you agree to correct the work, if required by Profile, without additional payment. For the avoidance of doubt this does not apply in the event of work which meets the required standard but for some reason cannot be used. In those circumstances, at Profile’s discretion, the company may contract you to make further changes or agree a fee with you to reimburse you for the work done if the project is not complete.
If you incur incidental expenses, such as travel for example, in order to complete the work these should be agreed before they are incurred. They will be reimbursed by Profile on receipt of your invoice with the necessary supporting documents.
Payment will be made within 30 days of receipt of invoice unless different dates are agreed separately in writing.
- Personal Service Companies
HMRC have specific rules which apply if services are contracted through a limited company or partnership. Before payment can be made Profile Books is required to make a determination of status which will decide if off payroll rules apply to the relationship between Profile and the personal service company. This will be sent to you, regardless of the outcome, and should be retained in case of query. Profile will complete the HMRC online tool and receive a determination of your employment status. If the rules are deemed to apply then Profile will deduct Tax and National Insurance from your invoice and pay that money to HMRC. You will be given the opportunity to challenge the assessment. For more details see https://www.gov.uk/guidance/understanding-off-payroll-working-ir35, and please speak to your contact at Profile if you wish to discuss it further.
- Future Relationship
There is no obligation for Profile to offer any further freelance work to you, or for you to accept any further work if offered. If Profile choose to offer you further work and you accept, then a new contract will be agreed, and that work will be separate from any previous contract.
- Working for other organisations
It is agreed that you may provide similar services to other organisations without referring to Profile.