My Office Fairy | Associate Agreement

  1. OUR AGREEMENT

    1. These Terms supplement the agreement as set out in a Booking.

    2. You will start work when you accept our Booking. You can email to let us know. You must have signed the Data Processing Instructions before processing any personal data within Services.

    3. Definitions applying in these Terms are set out in the clause below headed "Definitions and Law".

  2. EXPECTATIONS

    1. The Booking describes the Services. They can be amended by an exchange of emails or by issuing a revised Booking.

    2. The fee is set out in the Booking. Other charges must be set out in the Booking or agreed beforehand by email.

    3. Unless otherwise specified in the Booking, the work is entirely undertaken at your premises.

    4. Insurance: If we require you to carry professional indemnity insurance, we will set out the amount in the Booking. If that field is blank, we do not require a specific amount. We may need to see a copy of your current certificates of cover and policy terms, and you must produce them when we ask.

  3. BUSINESS ARRANGEMENTS

    1. We intend to be a client of your Business. This Agreement details the terms and conditions that apply to all Bookings.

    2. You are free to accept or reject any Booking.

    3. The way you work is part of your trade know-how and shall not be under our direction or control. You are to deliver the outcomes described in Bookings.

    4. This Agreement is not intended to create a contract of employment or the promise of any ongoing work or financial entitlements.

    5. There is no guarantee of work or a particular number of hours other than any set out in a Booking.

    6. Authority: You will not order any service or goods on our behalf.

    7. Time-based Bookings only: You and your Associates must keep a record (made at the time and not 'after the event') of the hours actually spent on providing Services, with details of precisely what was being done in that time ("inputs"). Records of working time and inputs must be sent to us as required.

    8. You must provide all materials and equipment needed to perform the Services. You will maintain them and get them properly certified if necessary. This should be done at your own expense. We may give you access to our own software and apps as set out in the Booking and/or the Data Processing Instructions. If you are authorised to set up software that is chargeable to us, this will be set out in the Booking or authorised by email. We expect you to pay for your own software to support your own business.

  4. BUSINESS CONTINUITY AND RESILIENCE

    1. The lead provider of Services will be identified in the Booking.

    2. Associates: You may use Associates to provide continuity of cover or the appropriate skills mix for your Booking. You will tell us by email who you intend to use, what email address they will be using when providing Services, and their Profile. We will have the right to decline particular Associates on reasonable grounds relating to their skills, qualifications, reputation or performance.

    3. You must contract with your Associates in writing, to be directly enforceable by you and by us, in equivalent terms to this contract's provisions for work quality, work ownership, confidentiality, data protection and security, and non-competition.

    4. Where your Associates need access to our systems, where possible we will provide individual log-ins so we can track and secure their use. Before your Associates access Personal Data, you will share our Data Processing Instructions with them and require them to comply with them as minimum standards.

    5. Where your Associates need access to our customer's systems, we will request that they are provided with individual log-ins so their use can be tracked and secured.

  5. TIMING AND STANDARD OF PROVISION OF SERVICES

    1. You will carry out Services promptly and to the professional standards we could reasonably expect of a competent and suitably qualified supplier. You are responsible and accountable for the work and behaviour of your Associates.

    2. You must not say or do anything that damages our brand or our customer relationships.

    3. Timetables: You will work to our deadlines. If you may miss a deadline, let us know as far in advance as possible. Notify us promptly if the amount of work exceeds the time and availability of a Booking or project specification so we can decide on priorities.

    4. Availability: We do not expect you to be available at any particular times except for pre-arranged appointments.

  6. FEES, PAYMENTS AND EXPENSES

    1. We will pay you for Services performed in accordance with this Agreement. We do not pay for expenses unless specifically stated in the Booking, Data Processing Instructions, or in an email sent from us.

    2. Time-based bookings only: We will pay you for hours worked as shown on your time records which have been approved by us.

    3. You will present invoices properly identifying your Business and the work.

    4. This is a business to business arrangement where no worker's rights to statutory holiday apply between us. Your workers' holiday is your Business's responsibility.

    5. You shall keep records of your workers' leave (including your own) for our inspection. You will make sure you comply with your statutory obligations to your workers. Any failure to properly take or record leave is something you shall pay us for if this costs us money.

    6. If you fail to use and pay Associates in providing Services or otherwise bring your Booking within scope of a requirement on us to make PAYE/NI deductions or apply IR35, we shall make the appropriate deductions from your fees required by law. Even if we make these or other statutory deductions, it does not indicate that you are our employee.

    7. If we are required to pay over any tax (or penalty or other statutory payment) resulting from the payments made to you, you will pay us that money whenever the money is demanded by HMRC (unless we have already deducted it from payments we have made to you). If you can show that you have already paid the appropriate tax you will produce all the relevant receipts and paperwork to help us reduce or resist the demand.

  7. RIGHTS TO USE / COPYRIGHT

    1. On payment of your fees, you will assign to us the Rights in any work and all Materials created under the Booking. You agree to sign any further documents needed to complete the transfer of those Rights to us. Unless uniquely created for us as part of Services, you will retain the Rights to any templates or structures or methodologies that you used to create your work outputs.

    2. Information and documents which we provide to you remain our absolute property at all times.

    3. You promise not to breach any third-party copyright rights in providing Services. You promise not to use any confidential or restricted information that belongs to someone else in providing Services.

    4. You will keep full records of the work that your Business has done for us and the contacts that have made with people on our behalf. You will send us copies of these records regularly, or log them into our systems, as we require in the Booking or the Data Processing Instructions or by email.

    5. You must not Exploit any information, data or documents that we have shared with you or Materials you created or changed for us, unless for our benefit and to deliver the Services.

  8. POLICIES AND PROCEDURES

    1. Equality: Our Equality Policy may cover you. If you feel there is any problem or issue you would like to discuss, please talk to us promptly.

    2. Health and safety: You must take sensible precautions to secure your own health and safety, and that of others who might be affected when you are doing work for us. Follow suitable health and safety procedures for the job, and never put our employees, customers, or other workers at risk.

    3. When working on our premises, our health and safety policy applies. When working on your premises, your policy covers you. If you are working on our customers' premises, their policy applies.

  9. CONFIDENTIAL INFORMATION

    1. Information and confidentiality: You must only access or use Confidential Information as necessary to perform the Services. You must not reveal or use Confidential Information for any other reason, at any time. This continues to apply after this Agreement has ended and whatever ended the Agreement.

    2. Documents and information: You will safely and securely transmit and store all documents and information that relate to us, our business and affairs, and anything connected or related to the Services. You will store them only where we have specified you may. You must prevent unauthorised access to the information and documents.

    3. Log-ins: Where we wish you to access systems that contain information that identifies living individuals, we will provide you with a unique log in to our existing software platforms and systems.

    4. Where multi-user log ins are not available we will securely share passwords through password lockers and change those passwords at appropriate intervals.

    5. Social media: You must not post or publish any critical or negative remark about your work with us, or our directors or partners, investors, staff, suppliers, customers, clients and contractors – even if you think it is fair comment. You must not permit or cause anyone else to post or publish such remarks.

    6. You will not set up any social media or email accounts or fan/group/web/ forum pages using our name or our brand name(s), or for people to respond to unless your Booking explicitly says so.

    7. If the Booking asks you to use or set up any social media accounts or fan/ group/web/forum pages to support the Services, you must follow our Social Media Rules.

    8. Group support: If the Booking requires you to support Group(s), you must uphold the Group rules and act in accordance with them. You shall not use your presence in any Group to connect with any member unless they have directly and explicitly made an unsolicited request of you.

    9. You must neither make nor keep any copies of any information that relates to us, our clients or customers, and anything connected or related to the Services other than:

      • temporary backups to ensure continuity of service;

      • information that you are required to keep to satisfy your audit or tax authorities, or your insurance or liability requirements;

      • and on termination of this Agreement you must provide us with a full, detailed and complete listing of all information of which you are keeping copies and for how long you intend to do so.

  10. DATA PRIVACY

    1. We will process your own personal data in line with our Data Privacy Policy. We will hold personal data about you to administer and manage our contract and working relationship. We may disclose the fact your Business is processing 3rd party data, either by sending a list to data subjects or by publishing a list on our website. We are obliged by law to do this if you are accessing personal data.

    2. When we want you to access or use personal data about someone other than us (3rd party data), we will complete the appropriate Data Processing Instructions and send a copy by email to your usual business address.

    3. While processing personal data in the provision of Services, you will be acting as 'data processor'. You will comply with Data Privacy law at all times when processing data in connection with Services.

    4. You will process personal data on our behalf only in response to our written instructions (which may be in the Booking, Data Processing Instructions, or in separate emails) except only where you are required by law to do so.

    5. You must not use information that you have been given for one purpose for any other purpose unless it is consistent with your Booking or Data Processing Instructions. For example, you must not solicit contributions to a charity fundraiser from our contacts unless it is part of your Booking.

    6. You are subject to a duty of confidence - see Clause 9.1, and Clause 4.c in relation to your Associates.

    7. You will take appropriate measures to ensure the security of your processing of our 3rd party data.

    8. You will assist us in allowing 3rd parties to exercise any of their GDPR rights (including subject access). You will promptly refer all such requests to us for acknowledgement and response if made to you directly.

    9. You will apply the security measures we set out or refer to in the Data Processing Instructions for protecting and securing our data. You may offer your advice as administrators on ways you think will work, but we acknowledge that you are not offering legal advice on compliance and that we are responsible for ensuring that our security measures are adequate.

    10. You will email us immediately if you become aware of a Personal Data Breach. You will assist us in our investigations in establishing how this occurred. You will help us, as we may reasonably require, in meeting our GDPR obligations concerning the security of processing, the notification of personal data breaches and data protection impact assessments.

    11. On written request by us at any time (but subject to clause 9.9), you will delete or return all 3rd party personal data supplied by you or assembled by you in the course of delivering Services to us.

    12. Unless the Data Processing Instructions specify otherwise, at the end of a Booking you will comply with the delivery and deletion protocols set out in clause 12.4 below. We will remove your access to our systems at the end of a Booking.

    13. If we wish you to store 3rd party information beyond the termination of the Booking and the six-week run on, we will specify this in the Data Processing Instructions relating to the Booking.

    14. We may audit and inspect how you handle our 3rd party personal data. You will provide us with whatever information we need to ensure that the data processing obligations under GDPR Article 28 are met.

    15. You will tell us immediately if you believe you are being asked to do something which infringes Data Privacy rules.

    16. We may take advice from the ICO's helpline and require you to act according to their indications or advice.

  11. RESTRICTION AND LIMITATION

    1. While working with us, you will become aware of connections we have with Contacts and Associates. You must not 'piggy-back' on these connections nor on any information you may learn about us and our Contacts and our Associates.

    2. You must not use our information to compete with us. You must not (directly or indirectly) by or for yourself, with others or on behalf of others in competition with our business or so as to cause damage or inconvenience to our business:

      1. approach or attempt to get any business from any Contact, or;

      2. attempt to sell or provide any goods or services to any Contact, or;

      3. sell or provide any goods or services to any Contact or;

      4. promote or invite any member of a Group to join any other group other than one of our own;

      5. promote another organisation's services in a Group;

      6. entice (or try to entice) away any of our Associates with whom you worked or had contact with while providing the Services or;

      7. employ (or attempt to employ), offer to employ, engage or enter into partnership with any of our Associates with whom you worked or had contact while providing the Services.

    3. These restrictions apply from the start of this agreement until six months after the last time that you provided us with Services (even if that means that the restrictions are applying after this Agreement has ended).

    4. You acknowledge that each and every one of the restrictions in this clause is reasonable, legitimate and proper for the protection of our business and business connections.

    5. Each of the restrictions in this clause is separate and severable and independent.

  12. TERMINATION

    1. Bookings end on the completion date specified in the Booking or on completion of the work whichever is earlier.

    2. Either party may terminate a Booking summarily at any time by giving notice in writing to the other party if:

      • the other party commits a material breach of agreement and such breach is not remediable;

      • the other party commits a material breach of agreement which is not remedied within 14 days of receiving written notice of such breach and requiring its remedy from the injured party;

      • any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under the Booking or receive any benefit to which it is entitled; or

      • the other party is subject to any procedure or takes any action relating to their potential insolvency or winding up or being placed into administration or entering into a creditors' voluntary arrangement or any other process reasonably indicating to the first party that the other party will not be able to meet its obligations under the Booking as they fall due.

    3. Terminating a Booking shall not affect rights and obligations already accrued before termination.

    4. Subject to your rights under clause 9.9, any time we ask, and automatically within six weeks of termination of this Agreement, you must send us (via a secure medium) all documents, information or communications that you hold or control, in any medium, that relates to us, our clients or customers, including all Confidential Information and anything else connected or related to the Services. You shall confirm we have received it, and then delete (and clear your trash folder of) all our data on any disk, device, site or memory you control or use. We reserve the right to send in a suitable IT specialist to ensure our data is neither retained nor copied nor exported. You agree to allow access to your premises and equipment and data storage wherever located (including passwords and access codes) to enable our specialist to provide us with an accurate report.

  13. DEFINITIONS AND LAW

    1. In this Agreement, the following words or phrases have the meaning set out in this clause.

      1. "Associate"     a director, partner, employee of or contractor to the relevant organisation

      2. "Booking"       an agreement that you will supply Services on specified occasions and/or with a specified outcome.

      3. "Business"     see "you, your" below.

      4. "Clause"         a numbered clause of this Agreement.

      5. "Confidential Information"     all information:

        • that you discover because of or through your connection with us; and

        • which is about or relating to us or our business (including financial information, products, services, service levels, customer satisfaction, proposed services and products, pricing, and margins) or our people (including our directors or partners, investors, staff, suppliers, customers, clients, prospects and contractors); or

        • which is password or log-in or access information to any of our data;

        • which is about the business or people of any other organisation or entity.

        • However, "Confidential Information" does not include information that is openly published by us to members of the general public, or information that is publicly available without breach of your confidentiality obligation.

      6. "Contact"       means any person, firm or organisation that has been a supplier, client, customer or prospect of ours or a member of one of our Groups while you were providing Services to us, and with whom you have been in contact or about whom you have discovered information as a result of your association with us.

      7. "Data Privacy"            refers to applicable provisions governing the processing of personal data, as  amended or varied or replaced from time to time, including the Data Protection Act 2018, the EU General Data Protection Regulation 2016/679, the e-Privacy Directive 2002/58/EC, and the Privacy and Electronic Communications (EC Directive) Regulations 2003.

      8. "Data Processing Instructions"          our written directions setting out the framework of the processing of personal and other data required by the Booking

      9. "Exploit"         means to access, use, copy, distribute, publish or adapt any part of any information, data, documents or Materials

      10. "Group"          any online or offline group of ours in which you are participating to any extent as part of providing Services.

      11. "ICO"               the Information Commissioner's Office, being the data protection authority in the United Kingdom with respect to Data Privacy   

      12. "including"     the word "including" shall not imply any limitation on the generality of the concept or thing of which examples are being given.

      13. "Materials"   means written, audio and visual materials used or produced in the course of or to support delivery of Services, including handouts, videos, questionnaires, games, case studies, explanatory material, notes, calculations, specifications, reports, designs, drawings, flow charts, plans, reference material, prototypes.

      14. "Personal Data"         means information about an identifiable living individual.

      15. "Personal Data Breach"         means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, access to, or other unauthorised Processing of Personal Data.

      16. "Processing"   when applied to personal data, the term 'processing' means any operation applied to the data, including collecting, organising, storing, altering, retrieving, using, sharing and deleting it or any part of it

      17. "Profile"         means links to the publicly available descriptive information about a person, firm or organisation, including to LinkedIn, Facebook and other social media and to their website.

      18. "Rights"          includes:

        • intellectual property rights including (but not limited to) copyrights, patents, registered designs, design rights, trademarks, service marks, and

        • the right to apply for or register any such protection, and

        • all rights relating to trade secrets and other unpublished information.

      19. "Services"      the work to be supplied or the outcomes to be achieved by you, as set out in a Booking or as otherwise agreed between us.

      20. "3rd party data"         personal data about an individual other than you.

      21. "we" and "us"            refers to the person, firm or organisation purchasing Services.

      22. "you", "your", "Business"       refers to the person, firm or organisation agreeing to provide Services.

      23. No waiver: If we or you delay or fail to enforce any term of a Booking or these Terms on any occasion, that will not affect or limit our or your ability to enforce that term on any other occasion or at any time.

      24. Severability:  If any provision or part of a provision of a Booking or these Terms is unenforceable, word(s) shall be struck from the agreement to the minimum extent necessary to make the agreement enforceable and this shall not affect the enforceability of the other provisions of the agreement.

      25. Law and jurisdiction: All our agreements are governed by English law and subject to the exclusive jurisdiction of the English courts.