Terms & conditions 

1. Parkview M&E LTD (Contractor)

&

1. Applicant filling out the form (Sub-contractor)

SUB-CONTRACTOR AGREEMENT

THIS AGREEMENT is made weekly on submittal of the application for payment form at www.parkviewme.co.uk/afp 

BETWEEN:

1. Parkview M&E LTD a company registered in ENGLAND under number 12894608 whose registered office is at A7 Wickplace Farm, RM14 3TL (the “Contractor”) and

(2)       Applicant filling out the form (the “Sub-Contractor”) who’s details will appear on completion of the form

IT IS AGREED as follows: 

1. ENGAGEMENT OF SUB-CONTRACTOR
   1. The Contractor hereby engages the Sub-Contractor for a non specific period to provide sub-contact services to the business as laid out in the attached Schedule, if applicable (the “Work”), in accordance with the terms and conditions of this Agreement.
   2. The Sub-Contractor may in their complete discretion, at their own expense, substitute any Worker for himself at any time (and on one or more occasions) to carry out some or all of the Work. The Sub-Contractor shall use reasonable endeavours to consult with the Contractor beforehand about any such substitution in any case but the Sub-Contractor shall not be obligated to consult the Contractor or to accede to any request by the Contractor to engage the Sub-Contractor or any Worker. The Sub-Contractor shall in any event provide such a substitute where the provision of the Work is unduly delayed by absence due to incapacity, or for any other reason upon notification by a duly authorised representative of the Contractor that the delay occasioned is unacceptable. The Contractor shall only be entitled to refuse to accept any substitute Worker (whether or not consulted by the Sub-Contractor) if in its reasonable opinion they are not suitable due to lack of requisite skills.
   3. It is understood and agreed that the Sub-Contractor’s activities and working methods and those of any Workers are at all times exclusively for the Sub-Contractor to determine, supervise, direct and control. The Contractor shall not seek to supervise, direct or control the Sub-Contractor or any Workers in the provision of the Work, nor shall the Contractor have any right to do so.
   4. The Sub-Contractor shall be exclusively responsible for organising, and entitled to organise, when, how and in what order the Work is done, but shall liaise with the Contractor’s representative to ensure that due account is taken of the impact of the timing of the Work to be performed upon the activities of the Contractor and any other sub-contractors also engaged by the Contractor.
   5. The Sub-Contractor is responsible for the quality of the Work undertaken and shall ensure that the Work is performed with all reasonable care and skill, and without limitation is wholly responsible for ensuring that any Worker shall also do so competently and with reasonable care and skill.
   6. The Sub-Contractor shall be responsible for rectification of any unsatisfactory work at his own expense.
   7. The Sub-Contractor is not obliged to make any services available except for the performance of its obligations under this Agreement. The engagement of the Sub-Contractor under this Agreement to carry out the Work does not create any mutual obligations on the part of the Contractor or the Sub-Contractor to offer or accept any further contract, engagement or work. No continuing relationship shall hereby be created or implied.
   8. [Subject to clause 6.1, the][The] engagement of the Sub-Contractor under this Agreement is mutually non-exclusive that is to say that at any time the Sub-Contractor and any Worker can provide to any third parties work or services which are the same as or similar to the Work and the Contractor can engage any other subcontractor or employee to provide it with work or services which are the same as or similar to the Work, provided that provision of such other work or services by the Sub-Contractor or the engagement of any other subcontractor or employee does not adversely affect the Sub-Contractor’s ability to carry out the Work correctly on a timely basis.
2. INDEMNITY AND LIABILITY

2.1       The Sub-Contractor shall, [notwithstanding clause 2.2] be liable for, and shall indemnify the Company against any costs, liability, damages, loss, claims or proceedings in respect of any injury or damage whatsoever to any property where such injury or damage arises out of or in the course of or by reason of the performance of the Work; provided that it is due to the negligence, breach of statutory duty, or omission or default of the Sub-Contractor his servants or agents, or of any person for whom the Sub-Contractor is responsible. 

2.2       [Subject to clause 2.3, the total liability of the Sub-Contractor under this agreement shall be limited to £100,000 in addition any liability under clause 2.1.]

2.3       Nothing in sub-clauses 2.1 or 2.2 or in any other provisions of this Agreement shall limit the liability of either Party to the other for fraud or fraudulent misrepresentation, for deliberate or wilful misconduct, or for death or personal injury.

3 PROVISION OF EQUIPMENT AND PROTECTIVE CLOTHING

3.1 It is understood and agreed that the Sub-Contractor shall be responsible for the provision of all tools, plant and machinery needed to perform the Work.

3.2 The Sub-Contractor is responsible for the provision of safety equipment, protective clothing and adequate industrial accident insurance cover for himself and any Worker authorised by him to perform all or any part of the Work.

4 STATUS OF THE SUB-CONTRACTOR

4.1 The Sub-Contractor’s relation to the Contractor is that of an independent contractor and shall have the status of a self employed person and shall be responsible for all Income Tax and National Insurance or similar taxes or contributions in respect of the consideration payable hereunder.

4.2 The Sub-Contractor hereby agrees to indemnify the Contractor in respect of any claims that may be made by the relevant authorities against the Contractor in respect of Income Tax or National Insurance or similar taxes or contributions, including interest and penalties, relating to the Work of the Sub-Contractor hereunder.

4.3 The Sub-Contractor agrees to be responsible for his expenses and Value Added Tax.

4.4       Nothing in this Agreement shall be deemed to create any partnerships, joint venture, agency or employment relationships between the parties or any other fiduciary relationship, other than the contractual relationship expressly provided for in this Agreement.

5. CONSIDERATION

5.1 The agreed consideration for the provision of the Work is as follows:

5.2 Parkview M&E LTD will pay the Sub-Contractor via a valuation of the works carried out as per attached schedule. 

OR 

5.3 Parkview M&E LTD will pay the Sub-Contractor an agreed rate for each full hour completed paid at 8 hours per day. Bonus of 2 hours is paid for a complete day & Quality assurance documentation completed daily. Lateness or leaving early & quality assurance documentation not completed daily forfeits the 2 hourly bonus at Parkview M&E LTD’s discretion the bonus is paid and is reviewed daily on application for payment. This agreement runs for the concurrent period that the Sub-Contractor works for Parkview M&E LTD

5.4       Payment will be made only following completion of the application by the sub-contractor and is to be reviewed and agreed by the contractor with a payment notice issued.

5.5       Applications for payment must be made on the appropriate work application Falsification of such records in any way will result in the termination of this agreement.

5.6 All payments made under this Agreement are expressed exclusive of any Value Added Tax chargeable thereon aswell as CIS Deductions depending on CIS Status

5.7 No further payment will be made to the Sub-Contractor for the Work over and above the entitlement contained in this clause and without limitation no payment will be made to the Sub-Contractor in respect of any expenses incurred by the Sub-Contractor in performing the Work.

5.8 The Contractor shall not make any payment to any Worker of the sub-contractor in respect of any of the Work.

5.9 Invoicing – Invoicing as part of this agreement will be self-billing. No invoice needs to be sent in to the contractor Parkview M&E LTD the payment notice will be sent showing deductions from the applied for amount. Invoices sent to the business will be rejected and voided.

5.9.1 Payment notice will show deductions made in form of reverse charge VAT & CIS

6 NON-COMPETITION AND NON-SOLICITATION

6.1       The Sub-Contractor shall not, during the course of provision of the Work or for a period of 2 year following the termination or expiry of this Agreement, provide like services to any of Parkview M&E’s competitors.

6.2       [The Sub-Contractor shall not, during the course of provision of the Work or for a period of 12months following the termination or expiry of this Agreement, solicit any of the Contractor’s clients and/or employees with which the Sub-Contractor has had dealings during the 12months prior to the date of termination or expiry or any other clients of which the Sub-Contractor has knowledge. [The Contractor may waive this restriction entirely or on a per-client and/or per-staff-member basis upon receipt of a written request from the Sub-Contractor. No waiver may be given if it shall violate any prior agreement between the Contractor and the client in question as to the sharing of the client’s details.]]

7 TERMINATION

7.1 This Agreement is terminable at any time and with immediate effect by the Contractor or by the Sub-Contractor by giving the other written notice, without giving any reason for such termination. Without prejudice to the generality of that provision, this Agreement shall terminate, notwithstanding any other rights and remedies the Parties may have, in the following circumstances:

7.2    either Party fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied with in fourteen days of written notice of such failure from Parkview M&E LTD

7.3 the Sub-Contractor goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.

7.4 The termination of this Agreement shall be without prejudice to any rights, which have already accrued, to either of the parties under tis Agreement. If the sub-contractor goes into any state as listed above any monies due will become forfeit.

DATA PROTECTION

8.1       All personal data that the Sub-Contractor may use will be collected, processed, and held in accordance with the provisions of the UK’s data protection legislation and the Contractor’s rights thereunder.

8.2       For complete details of the Sub-Contractor’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Contractor’s and third party rights and how to exercise them, and personal data sharing (where applicable), please refer to the sub-Contractor Privacy Notice.

CONFIDENTIALITY

9.1       Each Party undertakes that, except as provided by sub-Clause 9.2 or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and [for 1 year] after its termination:

9.1.1    keep confidential all Confidential Information;

9.1.2    not disclose any Confidential Information to any other party;

9.1.3    not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;

9.1.4    not make any copies of, record in any way or part with possession of any Confidential Information; and

9.1.5    ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 9.1.1 to 9.1.4 above.

9.2       Either Party may:

9.2.1    disclose any Confidential Information to:

9.2.1.1  any sub-contractor or supplier of that Party;

9.2.1.2  any governmental or other authority or regulatory body; or

9.2.1.3  any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by this Agreement (including, but not limited to, the carrying out the Work), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 9.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 9, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

9.2.2       use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information which is not public knowledge.

9.3       The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

FORCE MAJEURE 10

10.1     Neither Party to this Agreement shall be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party (“Force Majeure”). Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other similar or dissimilar event or circumstance that is beyond the control of the Party in question.

10.2     [In the event that a Party cannot perform its obligations as a result of Force Majeure for a continuous period of 1 week, the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Work completed up to the date of termination.  Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.]

11 DEFINITIONS

11.1     In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“Confidential Information”

means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

“Worker”

means any person, either self-employed or employed by the Sub-Contractor, with suitable skill, knowledge and experience, who is nominated and engaged by the Sub-Contractor to carry out any or all of Work on the Sub-Contractor’s behalf; and

“Party”

means either party to this Agreement and “Parties” means both of the parties to this Agreement.

11.2     The headings in this Agreement are for reference purposes only and shall not be incorporated into this Agreement. 

11.3 In this Agreement, unless the context otherwise requires, words in the singular include the plural and vice versa, words importing any gender include any gender, and a reference to a person includes a reference to a body corporate and to an unincorporated body of persons.

MISCELLANEOUS

12.1 This Agreement contains the whole agreement between the Parties and supersedes any prior agreement between the parties whether written or oral and such prior agreements are cancelled as from the date hereof and each Party acknowledges that it has no claim against the other in respect of any previous agreement.

12.2 This Agreement may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties

12.3 Any notice to be served by either Party on the other shall be deemed to have been duly given:

12.3.1  when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

12.3.2  when sent, if transmitted by e-mail and a return receipt is generated; or

12.3.3  on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid.

In each case notices shall be addressed to the most recent address or e-mail address notified to the other Party. 

12.4     The Parties do not intend this Agreement or any part of it to be enforceable under or by virtue of the Contracts (Rights of third Parties) Act 1999 by any person who is not a party to this Agreement.

12.5     No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision. 

12.6     In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable

GOVERNING LAW AND JURISDICTION

Dispute Resolution Clause

13 Adjudication

13.1 Initial Dispute Resolution Mechanism: In the event of any dispute or difference arising under or in connection with this Contract, including any question regarding its existence, validity, or termination (a "Dispute"), the Parties agree that adjudication shall be the first and primary method of resolution.

13.2 Adjudicator: The Adjudicator shall be appointed in accordance with the rules and procedures stipulated in the Scheme for Construction Contracts (England and Wales) Regulations 1998" or another relevant framework.

13.3 Notice of Adjudication: Any Party wishing to refer a Dispute to adjudication shall serve a Notice of Adjudication on the other Party, setting out the nature and a brief description of the Dispute and the remedy sought.

13.4 Conduct of Adjudication: The adjudication shall be conducted in accordance with the procedures and timeframes stipulated by the chosen adjudication framework. The Adjudicator shall reach a decision within 45 days from the date of the referral, unless the Parties agree to extend this period.

13.5 Binding Decision: The decision of the Adjudicator shall be binding on the Parties until the Dispute is finally determined by legal proceedings, arbitration, or by agreement between the Parties.

 13.6 Subsequent Legal Proceedings

13.6.1 Recourse to Courts: If either Party is dissatisfied with the decision of the Adjudicator, they may refer the Dispute to the courts, including the Small Claims Court if appropriate, for final resolution. However, no Party may commence such proceedings until the Adjudicator has made a decision on the Dispute, unless the adjudication process has been frustrated by the other Party.

13.6.2 Interim Measures: Notwithstanding any other provision in this Contract, either Party may apply to a court for interim or conservatory measures before or during the adjudication process.

This Agreement has been duly executed on the date application of payment is submitted and is assumed updated weekly on every application date

Danny Cormack

Managing director

for and on behalf of Parkview M&E LTD