International Regulator of Coaching and Mentoring CIC,
a community interest company incorporated under Companies Act
with registered number 07861572 and
having its office at 27 Old Gloucester Street, London, WC1N 3AX, United Kingdom. (“IRCM CIC”)
Your Name (“the Team Member”)
WHEREAS IRCM CIC wishes to benefit from the skills and abilities of the Team Member and the Team Member has agreed to provide services to IRCM CIC on the following terms and conditions.
IT IS AGREED as follows:
- IRCM CIC shall engage the Team Member and the Team Member shall act for IRCM CIC on the terms and conditions set out in this Agreement.
- The Team Member shall provide services themselves; and carry out their services with the highest degree of expertise, skill, and care and due diligence and in accordance with good professional standards and in a manner, which is reasonably acceptable to the IRCM CIC.
- The Team Member shall abide by the Company Handbook encompassing the IRCM CIC’s Code of Conduct, all company health and safety procedures and rules and regulations issued by the IRCM CIC and may be updated from time to time; and by all applicable laws relating to the performance of their services.
- Where applicable, the Team Member will be a fully paid-up member of an IRCM CIC Registered or Accredited Professional Body with an accreditation/credential status relevant to the duties of the Team Member.
- The relationship of the Team Member to IRCM CIC will be that of an independent contractor and at no time will the Team Member hold themself out as being an employee or agent of IRCM CIC or any subsidiary company. The Team Member shall have no right or power to contract on behalf of IRCM CIC or any subsidiary company or bind IRCM CIC or any subsidiary company in any way in relation to third parties unless specifically authorised to do so by the Board of Directors of IRCM CIC (“the Board”) in writing.
- The Team Member will not during the agreement undertake any additional engagements which would interfere with or preclude the performance of the duties under this Agreement or which may lead to a conflict of interest between the Team Member and the best interests of IRCM CIC or any subsidiary company and shall not accept any employment or engagement which is similar to or in any way competitive with any business of IRCM CIC or any subsidiary company without the prior written consent of the Board.
- Except at such times as the Team Member may be prevented by illness or injury, the Team Member shall commit to the required number of hours per week in order to successfully complete their duties, with emails being responded to within 24-hours.
- Neither IRCM CIC nor the Team Member shall be entitled to assign this Agreement or any of their rights and obligations hereunder without the prior written consent of the other.
- The Team Member’s engagement shall commence on the agreed date.
- The Team Members’ engagement shall continue (subject to terms of this Agreement and the Company Handbook) until terminated by either party as per Clause 6.
3. ROLE AND DUTIES
- The role to be carried out by the Team Member is as per the Job Description agreed with the Department Director.
- The duties of the Team Member shall be defined by the Job Description and in detail by the Executive Director of the Department in which they are joining; and undertakes to provide these duties free from defects and mistakes and to promptly correct at his own expense any such defects or mistakes howsoever discovered.
- The Team Member shall render to their line management (as defined in point 3.2 above), regular reports, as required and defined by their line management.
- In relation to holidays, before the Team Member commits to their holiday, they must notify the person allocated in 3.2 above of the dates of their holiday. Once acknowledged, these dates will be added to the holiday schedule with the name of the Team Member standing in for them in their absence.
- In the event that the Team Member is prevented from performing his/her duties as a result of illness or injury, the Team Member shall, notwithstanding such incapacity, be entitled to receive the Team Member benefits referred to in Clause 5.1 provided if such incapacity shall endure for a continuous period of or aggregate period of one month or more in any consecutive period of twelve months IRCM CIC shall not be obliged to make any further payment of such benefits and shall be entitled to terminate this Agreement by giving the Team Member one months’ notice in writing.
- Unless otherwise agreed in writing, the Team Member shall provide, at their own expense, all materials, tools, equipment and labour in order to complete the contract.
- The Team Member is responsible for procuring that all necessary licences for any software procured and used exclusively by the Team Member in connection with the duties and that the necessary licenses are in full force and effect throughout the Term. Minimum software requirements are outlined in the Software section of the Policy and Procedures document.
- The Team Member shall use their best endeavours (including working with the latest commercially available virus detection software) to ensure software infected by viruses is not supplied under this Agreement.
- The role and duties of the Team Member shall be carried out at the Team Members place of work or at such other location or locations as may be necessary for the proper performance of their duties.
5. REMUNERATION AND EXPENSES
- In consideration of the services, the IRCM CIC shall remunerate the Team Member as defined in the Job Description, or subsequently agreed. Such payment shall be inclusive of all taxes, wages, duties, contributions, levies and profits incidental to the performance of the duties (other than Value Added Tax).
- The Team Member shall be reimbursed in full by IRCM CIC in respect of all expenses agreed in advance which have been properly and reasonably incurred in connection with the performance of their duties under this Agreement, subject to the production of such receipts as IRCM CIC requires.
- The Team Member shall be responsible for all income tax liabilities, National Insurance, any other form of taxation or social security costs or similar contributions in respect of Team Member remuneration and benefits; and the Team Member shall indemnify the IRCM CIC in respect of any such payments should any such liability arise in relation to their remuneration or expenses under this Agreement.
- The Team Member shall, exercise all reasonable skill, care and attention in all matters and shall indemnify IRCM CIC or any subsidiary company from any and all costs, claims, liabilities and expenses incurred in respect of the Team Member’s performance or non-performance of their duties.
- This agreement may be terminated by either party giving to the other not less than one month’s notice in writing.
- IRCM CIC shall be entitled to terminate this Agreement with immediate effect and without any benefits in lieu of notice by giving one month notice in writing to the Team Member in the event of any of the following:
- if the Team Member is guilty of serious misconduct or other conduct calculated or likely to affect prejudicially the interest of IRCM CIC or any subsidiary company, or
- if the Team Member becomes insolvent or bankrupt or enters into any composition or arrangement with or for the benefit of his/her creditors, or
- if the Team Member commits any material or persistent breach of any of the terms or conditions of this Agreement or shall wilfully neglect or refuse to carry out any of the duties or to comply with any instruction given by the Board; or
- if the Team Member shall be convicted of any offence involving any act of fraud or dishonesty.
- Upon termination, the Team Member may not be employed pro bono or remunerated for a similar business for up to twelve calendar months. This includes not setting up a similar business.
- Upon termination of the engagement, the Team Member shall not represent itself as being engaged by or connected with IRCM CIC or any subsidiary company.
- The Team Member shall at all times keep secret and confidential all information relating to IRCM CIC, its business, finances and affairs or that of any of its subsidiaries and the projects, business, finances and affairs of its members, clients or customers.
- Any information may be disclosed to any governmental or other authority or regulatory body or to such extent as is necessary for the purposes contemplated by this Agreement or as is required by law and subject in each case to the disclosing party using all reasonable endeavours to ensure that the person in receipt of the information keeps the same confidential and does not use the same except for the purposes for which the disclosure was made.
- Any party may use any information for any purpose or disclose it to any other person to the extent that:
- it is at the date hereof or hereafter becomes public knowledge through no fault of that using or disclosing party, provided that in doing so there shall be no disclosure of any information which is not public knowledge; or
- it can be shown to the reasonable satisfaction of the other parties to have been known to the disclosing party prior to its being disclosed by one of the other parties to the disclosing party.
- No party shall permit any person to assist in the provision of the services under this Agreement unless that person has signed an undertaking of confidentiality in terms essentially similar to this clause 8.
- The parties shall take all reasonable steps to ensure that there is no publicity relating to this Agreement or the services or the Appendices without the prior written consent of the other parties.
- The parties shall comply with all relevant provisions of the Data Protection Act 1998 and the Data Protection Act 2018.
- The Team Member shall, on termination of this Agreement for any reason whatever, forthwith deliver up to IRCM CIC all tangible materials relating to the matters specified in Clause 8.1, and shall in addition, if so requested by IRCM CIC, disclose to and inform IRCM CIC to the fullest extent of all information, calculations, data, technology and know-how of any description known to the Team Member in any way relating to or in connection with such matters and their current state or future proposals or development to enable the same to be continued or developed to their fullest extent.
9. INTELLECTUAL PROPERTY
- As between IRCM CIC and the Team Member, IRCM CIC shall have irrevocable rights free of any payment, to copy disclose publish sell and use deliverables of the services, programmes, and any software developed by the Team Member without restriction provided that if the exercise of these rights requires licenses to use the intellectual property rights of the Team Member or any third party then the Team Member shall grant or use its best endeavours to procure the grant of such licenses to IRCM CIC, at no cost to IRCM CIC other than by way of reimbursement to the Team Member of any and all costs, Team Member benefits, charges and other disbursements agreed in advance that the Team Member may incur in granting or procuring or attempting to procure the grant or grants aforesaid; all of which shall be payable by IRCM CIC to the Team Member on demand.
- The Team Member indemnifies IRCM CIC against all actions claims proceedings damages and costs arising from any actual or alleged infringement of intellectual property rights or breach of confidentiality by IRCM CIC’s possession sale or use of any programme or software developed by the Team Member and for which infringement or breach IRCM is responsible, anywhere in the world.
- The rights and indemnities granted to IRCM CIC are conditional upon IRCM CIC having first made payment in full to the Team Member of any and all sums agreed in advance due to the latter under this Agreement or otherwise.
- Any notice required or permitted to be given or served under this Agreement shall be in writing and may be served by either party by email to the email address stated in this agreement or provided subsequently.
- Any such notice shall be deemed to have been served if emailed to the last provided email address.
11. WAIVERS AND REMEDIES
- The rights of each party under this Agreement may be exercised as often as necessary and are cumulative and not exclusive of its rights under the general law.
- No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such in writing and signed by both parties.
- Any delay in exercising or non-exercise of any right is not a waiver of that right.
- Any remedy or right conferred upon the parties for breach of this Agreement shall be in addition to and without prejudice to all other rights and remedies available to it.
- If any provision of this Agreement is held invalid, illegal or unenforceable in any jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
- The Team Member warrants and represents to IRCM CIC that it is under no obligation, covenant or restriction which would or might operate to prevent or restrict the Team Member from performing the obligations under this Agreement or which may give rise to any conflict of interest between the Team Member and IRCM CIC or any subsidiary company.
14. ENTIRE AGREEMENT
- This Agreement constitutes the entire understanding and agreement between the parties relating to the subject matter of this Agreement and supersedes any previous agreement between the parties.
15. GOVERNING LAW AND JURISDICTION
This Agreement shall be interpreted construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.
IN WITNESS WHEREOF these present are executed as follows:
SIGNED for and on behalf of IRCM CIC by the Finance, HR, and Legal Director. It is confirmed that this agreement is signed on behalf of the IRCM CIC as soon as the Team Member signs this agreement electronically.
SIGNED for and on behalf of the Team Member