RS Vision Consulting Limited Standard Terms

1. Interpretation

The following definitions and rules of interpretation apply in this agreement (unless the context requires otherwise).

Business of Client: the design, development, marketing and distribution of commercial vehicle and mobile machinery safety systems.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Client Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of Client or Group Company or its or their customers and business contacts, and any equipment, keys, hardware or software provided for the RS Vision Consulting Limited or the Individual's use by Client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the RS Vision Consulting Limited or the Individual on the computer systems or other electronic equipment of Client, the RS Vision Consulting Limited or the Individual during the Engagement.

Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.

Commencement Date: [To be mutually agreed].

Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of Client or any Group Company for the time being confidential to Client or any Group Company and trade secrets including, without limitation, technical data and know-how relating to the Business of Client or any Group Company or any of its or their suppliers, customers, agents, distributors, shareholders, management or business contacts, including (but not limited to) information that the RS Vision Consulting Limited or the Individual creates, develops, receives or obtains in connection with this Engagement, whether or not such information (if in anything other than oral form) is marked confidential.

Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.

Deemed Employment: an engagement to which Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 applies.

Engagement: the engagement of the RS Vision Consulting Limited by Client to provide the Services on the terms of this agreement.

Group Company: Client, its subsidiaries or holding companies from time to time and any subsidiary of any holding company from time to time.

Insurance Policies: commercial general liability insurance cover, employer's liability insurance cover, professional indemnity insurance cover and public liability insurance cover.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Services: To be mutually agreed between the parties.

Termination Date: the date of termination of this agreement, howsoever arising.

UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.

Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, inventions, ideas, discoveries, developments, improvements or innovations and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by the RS Vision Consulting Limited or the Individual in connection with the provision of the Services.

1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

1.6 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.7 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

2. Term of engagement

2.1 Client shall engage the RS Vision Consulting Limited and the RS Vision Consulting Limited shall make available to Client the Individual to provide the Services on the terms of this agreement.

2.2 The term of the Engagement (“Term”) shall commence on the Commencement Date and shall continue in full force and effect until [the earlier of (i) the completion of the Services or (ii) a period of X months], subject to early termination as provided in this agreement. The Term may be extended by written agreement between Client and the RS Vision Consulting Limited.

3. Duties and obligations

3.1 During the Engagement the RS Vision Consulting Limited shall, and (where appropriate) shall procure that the Individual/s representing the company shall provide the Services with all due care, skill and ability.

3.2 If the Individual/s are unable to provide the Services due to illness or injury, RS Vision Consulting Limited shall advise Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with clause 4 in respect of any part of the Services not provided.

3.3 The RS Vision Consulting Limited shall use its reasonable endeavours to ensure that the Individual is available at all times on reasonable notice to provide such assistance or information as Client may require.

3.4 Unless it or he has been specifically authorised to do so by Client in writing:

(a) neither the RS Vision Consulting Limited nor the Individual shall have any authority to incur any expenditure in the name of or for the account of Client; and

(b) the RS Vision Consulting Limited shall not, and shall procure that the Individual shall not, hold itself out as having authority to bind Client.

3.5 The RS Vision Consulting Limited shall, and shall procure that the Individual shall, comply with all reasonable standards of safety and comply with Client's health and safety procedures from time to time in force at the premises where the Services are provided and report to Client any unsafe working conditions or practices.

3.6 The RS Vision Consulting Limited shall procure that the Individual shall comply with Client's policies and procedures as may be notified or required by Client.

3.7 The RS Vision Consulting Limited may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:

(a) Client will not be liable to bear the cost of such functions; and

(b) at Client's request the third party shall be required to enter into direct undertakings with Client, including with regard to confidentiality.

3.8 The RS Vision Consulting Limited shall, and shall procure that the Individual shall, promptly give to Client all such information and documentation as it may reasonably require from time to time in order for Client to determine whether the Engagement is or will be Deemed Employment and, if Client does so determine, in order to comply with any obligation on Client to deduct tax or national insurance contributions from the fees due under clause 4. The RS Vision Consulting Limited shall, and shall procure that the Individual shall, promptly inform Client of any material change to any information or documentation previously provided in compliance with this clause and shall also promptly provide any other information or documentation that it considers (or ought reasonably consider) to be materially relevant to determining whether the Engagement is Deemed Employment.

3.9 The RS Vision Consulting Limited shall, and shall procure that the Individual shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010

3.10 The RS Vision Consulting Limited shall, and shall procure that the Individual shall not engage in any activity, practice or conduct which would constitute either:

(a) a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or

(b) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.

4. Fees

4.1 Client shall pay the RS Vision Consulting Limited a fee of £xxx.xx (xxx pounds and xx pence) per hour exclusive of VAT, less any deductions for income tax and national insurance contributions that may be required by or become due under law.

4.2 The RS Vision Consulting Limited shall submit invoices to Client on a monthly basis setting out details of the hours which the Individual has worked, the Services provided and the amount of the fee payable for the Services.

4.3 In consideration of the provision of the Services, Client shall pay each invoice submitted by the RS Vision Consulting Limited in accordance with clause 4.1, within 30 days of receipt. Client will make payment via BACS transfer to such bank account as the RS Vision Consulting Limited may advise from time to time.

4.4 Client shall be entitled to deduct from the fees (and any other sums) due to the RS Vision Consulting Limited any sums that the RS Vision Consulting Limited or the Individual may owe to Client or any Group Company at any time.

4.5 Payment in full or in part of the fees claimed under clause 4 shall be without prejudice to any claims or rights of Client or any Group Company against the RS Vision Consulting Limited or the Individual in respect of the provision of the Services.

5. Expenses

5.1 The RS Vision Consulting Limited shall bear its own expenses, as well as the Individual’s expenses, incurred in the course of the Engagement.

5.2 [If the Individual is requested by Client to travel to a location, the Client shall be liable and responsible for the cost of arranging transport and accommodation for the Individual, (such transport and accommodation to be in the sole discretion of Client) and will reimburse reasonable expenses in respect of meals as agreed inadvance between the Individual and Client, and upon receipt of relevant receipts.]

6. Confidential information and Client property

6.1 The RS Vision Consulting Limited acknowledges that in the course of the Engagement it and the Individual will have access to Confidential Information. The RS Vision Consulting Limited has therefore agreed to accept the restrictions in this clause 6.

6.2 The RS Vision Consulting Limited shall not and shall procure that the Individual shall not (except in the proper course of its or his duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use its best endeavours to prevent the publication and disclosure of) any Confidential Information. This restriction does not apply to:

(a) any use or disclosure authorised by Client or required by law; or

(b) any information which is already in, or comes into, the public domain otherwise than through the RS Vision Consulting Limited 's or the Individual's unauthorised disclosure.

6.3 At any stage during the Engagement, the RS Vision Consulting Limited will promptly on request return to Client all and any Client Property in its or the Individual's possession.

7. Intellectual property

7.1 The RS Vision Consulting Limited warrants to Client that it has obtained from the Individual a written and valid assignment of all existing and future Intellectual Property Rights in the Works and of all materials embodying such rights and a written irrevocable waiver of all the Individual's statutory moral rights in the Works, to the fullest extent permissible by law, and that the Individual has agreed to hold on trust for the RS Vision Consulting Limited any such rights in which the legal title has not passed (or will not pass) to the RS Vision Consulting Limited. The RS Vision Consulting Limited agrees to provide to Client a copy of this assignment on or before the date of this agreement.

7.2 The RS Vision Consulting Limited hereby assigns to Client all existing and future Intellectual Property Rights in the Works and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this agreement, the RS Vision Consulting Limited holds legal title in these rights on trust for Client.

7.3 The RS Vision Consulting Limited undertakes to Client:

(a) whenever requested to do so by Client and in any event on the termination of the Engagement, promptly to deliver to Client all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works.

(b) to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works has passed, or will pass, to Client, and confirms that the Individual has given written undertakings in the same terms to the RS Vision Consulting Limited.

7.4 The RS Vision Consulting Limited warrants that:

(a) it has not given and will not give permission to any third party to use any of the Works, nor any of the Intellectual Property Rights in the Works.

(b) it is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and

(c) the use of the Works or the Intellectual Property Rights in the Works by Client will not infringe the rights of any third party, and confirms that the Individual has given written undertakings in the same terms to the RS Vision Consulting Limited.

7.5 The RS Vision Consulting Limited agrees to indemnify Client and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by Client, or for which Client may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works supplied by the RS Vision Consulting Limited to Client during the course of providing the Services. Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the RS Vision Consulting Limited.

7.6 The RS Vision Consulting Limited acknowledges that no further remuneration or compensation other than that provided for in this agreement is or may become due to the RS Vision Consulting Limited in respect of the performance of its obligations under this clause 7.

7.7 The RS Vision Consulting Limited irrevocably appoints Client to be its attorney in its name and on its behalf to execute documents, use the RS Vision Consulting Limited 's name and do all things which are necessary or desirable for Client to obtain for itself or its nominee the full benefit of this clause.

8. Data Protection

8.1 Client will collect and process information relating to the Individual in accordance with the privacy notice which is on the intranet.

8.2 The RS Vision Consulting Limited and Client will comply with the Data Protection Legislation.

9. Insurance and liability

9.1 The RS Vision Consulting Limited shall have liability for and shall indemnify Client and any Group Company for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from the provision of the Services and shall accordingly maintain in force during the Engagement full and comprehensive Insurance Policies.

10. termination

10.1 Notwithstanding the provisions of clause 2.2, Client may terminate the Engagement with immediate effect without notice and without any liability to make any further payment to the RS Vision Consulting Limited (other than in respect of amounts accrued before the Termination Date) if at any time:

(a) the RS Vision Consulting Limited or the Individual commits any gross misconduct affecting the Business of Client or any Group Company.

(b) the RS Vision Consulting Limited or, where applicable, the Individual commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of Client.

(c) the Individual is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); or

(d) the RS Vision Consulting Limited or the Individual is, in the reasonable opinion of Client, negligent or incompetent in the performance of the Services.

(e) the Individual is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984.

(f) the RS Vision Consulting Limited makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding-up order is made, or an administrator or receiver is appointed in relation to the RS Vision Consulting Limited.

(g) the Individual does not own all of the issued share capital (from time to time) of the RS Vision Consulting Limited.

(h) the RS Vision Consulting Limited or the Individual breaches the obligations contained in clause 3.10;

(i) the RS Vision Consulting Limited or the Individual commits any breach of Client's policies and procedures; or

(j) the RS Vision Consulting Limited or the Individual commits any offence under the Bribery Act 2010.

10.2 Either party may terminate the Engagement at any time by giving 3 months’ notice to the other party.

10.3 The rights of Client under clause 10.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this agreement on the part of the RS Vision Consulting Limited as having brought the agreement to an end. Any delay by Client in exercising its rights to terminate shall not constitute a waiver of these rights.

11. Obligations on termination

11.1 On the Termination Date the RS Vision Consulting Limited shall, and shall procure that the Individual shall:

(a) immediately deliver to Client all Client Property and original Confidential Information which is in its or his possession or under its or his control.

(b) subject to Client's data retention guidelines, irretrievably delete any information relating to the Business of Client or any Group Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in its or his possession or under its or his control outside the premises of Client. For the avoidance of doubt, the contact details of business contacts made during the Engagement are regarded as Confidential Information, and as such, must be deleted from personal social or professional networking accounts; and

(c) provide a signed statement that it or he has complied fully with its or his obligations under this clause 11, together with such evidence of compliance as Client may reasonably request.

12. Status

12.1 The relationship of the RS Vision Consulting Limited (and the Individual/s) to Client will be that of independent contractor and nothing in this agreement shall render it (nor the Individual) an employee, worker, agent or partner of Client and the RS Vision Consulting Limited shall not hold itself out as such and shall procure that the Individual shall not hold himself out as such.

12.2 The RS Vision Consulting Limited shall be fully responsible for and shall indemnify Client or any Group Company for and in respect of the following:

(a) subject to clause 12.3, any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services or any payment or benefit received by the Individual in respect of the Services, where such recovery is not prohibited by law. The RS Vision Consulting Limited shall further indemnify Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim.

(b) any liability arising from any employment-related claim, or any claim based on worker status (including reasonable costs and expenses) brought by the Individual against Client arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of Client.

12.3 The indemnity in Clause 13.2(a) does not apply to any income tax or National Insurance contributions deducted by Client if (a) the Engagement is Deemed Employment and (b) Client makes the deductions from the fees due under Clause 4 prior to payment to the RS Vision Consulting Limited.

12.4 Client may at its option satisfy the indemnity in clause 12.2 (in whole or in part) by way of deduction from payments due to the RS Vision Consulting Limited.

12.5 The RS Vision Consulting Limited warrants that it is not nor will it prior to the cessation of this agreement, become a managed service company, within the meaning of section 61B of the Income Tax (Earnings and Pensions) Act 2003.

13. Notices

13.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at the address given in this agreement or as otherwise notified in writing to the other party.

13.2 Unless proved otherwise, any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the address given in this agreement or given to the addressee; and

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

13.3 If deemed receipt under clause 13.2 would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this clause 13.3, business hours mean 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

13.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

13.5 A notice given under this agreement is not valid if sent by e-mail.

14. Entire agreement

14.1 This agreement constitutes the entire agreement between the parties and any Group Company and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

14.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

14.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

14.4 Nothing in this clause shall limit or exclude any liability for fraud.

15. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. Counterparts

This agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

17. Third party rights

17.1 Except as expressly provided elsewhere in this agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

17.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.

18. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

19. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

This document has been executed as a deed and is delivered and takes effect on the Commencement Date.