TERMS & CONDITIONS

iD Staffing Terms of business
Terms of engagement
Code of conduct
Website terms of use
Privacy policy
Contact information

iD Standard Terms of Business

The service and costs provided apply to the Client on the basis of information briefed into iD by the Client.
The total costs for the supply of services will be advised to, and agreed by, the Client prior to the commencement of the work
The specific methods of cost allocation for the ongoing activity are as indicated on the project quotation as laid out in Schedule 2. This cost will be agreed with the Client before commencement of the work.
No work will be carried out by iD until an authorised purchase order, letter or electronic mail of confirmation has been received from the Client.
For and requested services that fall outside the current quotation the Client will be provided with an additional quotation detailing costs. No such additional services will be carried out until an authorised purchase order, letter or electronic mail of confirmation has been received from the Client.
The initial contract shall be for the start date and duration as detailed on the quotation as attached in Schedule 2.
The quotation of cost is valid only for the dates outlined within the document. Should the project dates change, iD reserves the right to issue an updated quotation.
Acceptance by the Client of iD's quotation is deemed to include acceptance of iD's Terms of Business.
In the event of a project being postponed or cancelled after confirmation, cancellation fees will be charged at the following rates:

Where cancellation takes place more than 5 days before the date specified for the commencement of the Assignment, 50% of the value of the agreed Fees, together with all applicable VAT thereon and 100% of all committed and uncancellable costs incurred by iD

Where cancellation takes place less than 5 days before the date specified for the commencement of the assignment, 100% of the value of the agreed Fees, together with all applicable VAT thereon and 100% of all committed and uncancellable costs incurred by iD

Any deposit paid shall not be refunded in any circumstances where cancellation takes place within 5 days of the specified commencement date Unless otherwise previously agreed in writing by the Company the following payment terms set out in this clause 1 shall apply:

Standard invoicing occurs and is shown below; - These terms apply unless agreed in advance and set out in Schedule 2. Any late payment of the sum outstanding on the invoice is subject to a rate of interest of 5% per annum above the Bank of England base rate.

NEW CLIENT
Company contract value (exclusive of VAT) up to and including £5000				Payable in full prior to first activity date on receipt of invoice date unless otherwise stated
Company contract value (exclusive of VAT) between £5001 and £100,000		50% Contract value will be invoiced on receipt of Client purchase order			Balance of contract value is payable in full within 28 days of Invoice date unless otherwise stated
Company contract value (exclusive of VAT) over £100,001	40% of contract value will be invoiced on receipt of Client purchase order		30% of contract value will be invoiced on confirmation by Company that Company is due to incur not less than 70% of costs pursuant to clause 1.4			Balance of contract value will be invoiced and will is payable in full within 28 days of Invoice date unless otherwise stated

EXISTING CLIENT
Company contract value (exclusive of VAT) up to and including £10,000			Payable in full within 28 days of invoice date unless otherwise stated
Company contract value (exclusive of VAT) between £10,0001 and £100,000		50% of contract value will be invoiced on receipt of Client purchase order		Balance of contract value will be invoiced and is payable in full within 28 days of Invoice date unless otherwise stated
Company contract value (exclusive of VAT) over £100,001	40% of contract value will be invoiced on receipt of Client purchase order		30% of contract value will be invoiced and will be payable on confirmation by Company that Company is due to incur not less than 70% of costs pursuant to clause 1.4		Balance of contract value is payable in full within 28 days of Invoice date unless otherwise stated

iD reserves the right to instigate legal recovery proceedings for any payments still outstanding after a period of 60 days.
All queries relating to iD's invoices must be made in writing within 14 days of the date the invoice was raised.
Any breach of payment shall entitle iD to terminate, without prior notice, each and every activity concluded under these Terms of Business between the Client and iD.
In the event of cancellation or delay of the work due to circumstances caused by force majeure (for example industrial dispute or severe weather conditions), iD cannot be held responsible for such delays or cancellations, and the Client will be liable for a 50% charge for the personnel element of the work including expenses together with any other contracted costs that iD are unable to recover on the clients behalf, iD will use its best endeavours to recover value on the clients behalf from such suppliers.
iD reserves the right to use sub-contractors where necessary and undertakes to bind them by these Terms of Business.
All personnel engaged by iD to work on the Client's behalf should at all times be regarded as agents of iD. The Client agrees not to approach them for either direct or indirect engagement of services within the lifetime of the agreement and for a period of twelve months thereafter, unless approval is obtained in writing from iD
iD will take all reasonable and appropriate care of any items, products or documentation in its possession that are the ownership of the Client or their Clients or Suppliers, but can not be held responsible for any reconciliation discrepancies without prior written agreement by both parties regarding control and auditing procedures. For all items iD will accept responsibility for lost materials which have been delivered to the Company where proof of delivery is available
iD warrants that suitable Public Liability Insurance is in place in respect of iD employees and all promotional staff and that damage to any stock in store caused exclusively by a iD employee would be considered an iD liability. The Company reserves the right to charge an additional 1.95 per cent of costs payable hereunder in respect of any insurances effected by the Company in connection with any Assignment. Event, weather and motor insurance is not covered by this and can be taken out at the Clients cost if deemed necessary event by event.
The Client confirms that it is expressly understood and agreed that in planning the marketing activity, the Agency shall use its reasonable endeavours to ensure the accuracy of all estimated and target figures relating to:

the distribution of direct mail (including door drops);

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the response rates to mail shots;
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the redemption rates to sales promotions;

the number, proportion or type of people likely to be exposed to the Work;

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the number and quality of interaction ;
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the number of exposures each person is likely to receive;

the cost of achieving these exposures; and

the marketplace effectiveness of any Project.

Since these are matters which are ultimately beyond the Agency's control, no warranties can be given by the Agency as to the accuracy of such estimates/targets or as to the figures actually occurring and no liability shall attach to the Agency in respect of any losses suffered by the Client or by any third party by reason of the Client's reliance on such estimates/targets.

Variation of the service as described in the quotation will only be implemented after agreement with the Client and if any additional costs to iD are met.
Written or email confirmation of any activity or a letter of agreement will be deemed to be acceptance by both parties of the terms of business. Any amendments to these standard terms of business must be agreed by both parties, in writing, prior to the commencement of activities.
All information provided and received by either party (whether supplied in reproducible or non-reproducible form) will be kept strictly confidential and not used in any way, commercial or otherwise, save for the purpose of its intended use. Client information and collected data will not be shared with any other clients in the operation unless written permission has been given by the owner.
iD will provide post evaluation information exclusively for the Client. iD will not provide any information to a third party unless this has been previously requested to do so by the Client.
Any other Client information not directly related to the operation of the activity shall be treated as confidential at all times by iD.
All costings and budget allocations contained in this document or provided separately from time-to-time are for guidance purposes only, and given in good faith. iD reserves the right to reasonably revise and amend costs accordingly should the parameters of an activity or market conditions change during the development. Any revisions to costs will be advised to, and agreed with the Client.
These Conditions and all Contracts are subject to English Law and both parties submit to the exclusive jurisdiction of the English Court.

iD STAFFING Terms of business

TERMS BETWEEN The Marketing Arena Services Company Limited trading as ID (Registered Number 2845031) whose registered office is at 53-79 Highgate Road London NW5 1TL (hereinafter referred to as "the Company") AND the Client as hereinafter defined.

In these terms, the Company will operate as an Employment Business as defined under the Conduct of Employment Agencies and Employment Businesses Regulations 2003. 35.

In these terms the following phrases shall bear the following meanings: “Applicant” any person placed by or through the Company with the Client to provide services to or for the Client or so registered for placement with the Company. “Assignment” the agreed period or periods during which the Company is required to provide or procure the provision of Services at the agreed locations details of which are annexed (or otherwise as agreed from time to time in writing by the parties) and form part of these terms. “Client” the person with whom the Company agrees to provide or procure the provision of goods and/or services during any Assignment. "Client Obligations" the specific obligations which the Client has agreed in writing to perform or procure the performance of in relation to any Assignment pursuant to these terms details of which are annexed (or otherwise as agreed from time to time in writing by the parties) and form part of these terms and which shall be without prejudice to the due observance and performance of these terms insofar as they relate to the Client. “Fees" the applicable sum agreed from time to time in writing between the Company and the Client for each Assignment "Existing Client" Any Client which is not a New Client "Introduction" shall be deemed to be effected when the Company provides to the Client sufficient information to identify the Applicant or any other legal or natural person which the Client may appoint or request the Company to introduce to the Client and the word “Introduce” shall be construed accordingly. "New Client" A Client which has not previously engaged the services of the Company, any subsidiary or holding company of that New Client (as that phrase is defined by section 736 of the Companies Act 1985) or any partner of that New Client in the case of a Client which is a partnership "Services" the goods and/or services which the Company has agreed in writing to provide or procure the provision of to the Client in relation to any Assignment pursuant to these terms details of which are annexed (or otherwise as agreed from time to time in writing by the parties) and form part of these terms. "Stock and Equipment" those items of stock and equipment details of which are annexed (or otherwise as agreed from time to time in writing by the parties) and form part of these terms.

The Client appoints the Company to provide or procure the Services in connection with and during the Assignment(s) upon the terms hereinafter appearing provided always that the Client shall as a condition precedent duly pay all sums reserved by these terms and duly observe and perform the provisions of these terms on the part of the Client. The Client hereby acknowledges that the Company shall not be liable for the suitability or otherwise of any venue event goods services Stock or Equipment or any other goods or services utilised in connection with the provision Services pursuant to these terms selected by or requested by the Client otherwise than upon the express written advice of the Company.

These terms shall constitute the entire agreement between the Company and the Client and shall apply to all agreements between the Company and the Client to the exclusion of all other terms including any terms which the Client may purport to impose under any Client purchase order or similar document. These terms shall be deemed accepted by the Client when the Client instructs the Company that it wishes to engage Applicants to fulfil an Assignment or that the Company shall otherwise provide or procure the provision of Services. Any variation to these terms must first be agreed in writing by the Company. Following any agreed variation between the Company and the Client the Company will provide a copy of the revised terms to the Client.

Nothing in these terms shall render the Applicant an employee, agent or partner of the Client and the Applicant shall not hold itself out as such.

1. Unless otherwise previously agreed in writing by the Company the following payment terms set out in this clause 1 shall apply:

NEW CLIENT
Company contract value (exclusive of VAT) up to and including £5000				Payable in full prior to first activity date on receipt of invoice date unless otherwise stated
Company contract value (exclusive of VAT) between £5001 and £100,000		50% Contract value will be invoiced on receipt of Client purchase order			Balance of contract value is payable in full within 28 days of Invoice date unless otherwise stated
Company contract value (exclusive of VAT) over £100,001	40% of contract value will be invoiced on receipt of Client purchase order		30% of contract value will be invoiced on confirmation by Company that Company is due to incur not less than 70% of costs pursuant to clause 1.4			Balance of contract value will be invoiced and will is payable in full within 28 days of Invoice date unless otherwise stated

EXISTING CLIENT
Company contract value (exclusive of VAT) up to and including £10,000			Payable in full within 28 days of invoice date unless otherwise stated
Company contract value (exclusive of VAT) between £10,0001 and £100,000		50% of contract value will be invoiced on receipt of Client purchase order		Balance of contract value will be invoiced and is payable in full within 28 days of Invoice date unless otherwise stated
Company contract value (exclusive of VAT) over £100,001	40% of contract value will be invoiced on receipt of Client purchase order		30% of contract value will be invoiced and will be payable on confirmation by Company that Company is due to incur not less than 70% of costs pursuant to clause 1.4		Balance of contract value is payable in full within 28 days of Invoice date unless otherwise stated

1.1 The Client may not cancel any Assignment unless such cancellation takes place before commencement of the Assignment and with the written consent of the Company which the Company may in its absolute discretion withhold without ascribing any reason therefor. The Client will immediately thereafter pay to the Company (without prejudice to clause 1.4) an amount calculated as follows:

Where cancellation takes place more than 48 hours before the date specified for the commencement of the Assignment, 50% of the value of the agreed Fees, together with all applicable VAT thereon.
Where cancellation takes place less than 48 hours before the date specified for the commencement of the assignment, 100% of the value of the agreed Fees, together with all applicable VAT thereon.
Any deposit paid shall not be refunded in any circumstances where cancellation takes place within 48 hours of the specified commencement date

1.2 All Fees shall be paid to the Company without any deduction or legal or equitable set off whatsoever.

1.3 All costs and expenses incurred by the Company or for which there is a commitment on behalf of the Client together with all applicable VAT or other relevant tax duty or impost thereon at any time and at all times shall be paid by the Client to the Company or as the Company shall otherwise direct on first demand at any time by the Company.

1.4 Without prejudice to the generality of the foregoing the Company reserves the right in its absolute discretion to require the payment of a deposit in such amount as the Company may specify where the Company has agreed to incur costs and expenses in connection with an Assignment on behalf of the Client

1.5 The Company reserves the right to charge an additional 1.95 per cent of Fees payable hereunder in respect of any insurances effected by the Company in connection with any Assignment. Event insurance is not covered by this and can be taken out at the Clients cost if deemed necessary event by event.

2. The Company reserves the right to charge the Client interest at the rate of 5% above National Westminster Bank plc base rate from time to time on the balance from time to time outstanding on all unpaid invoices from the due date to the date of payment.

3. All sums payable hereunder are exclusive of VAT and the Client agrees in addition to pay all applicable VAT thereon.

4. The Client warrants to provide the Company with the following information in relation to the Assignment:

4.1 the nature of the Client's business;

4.2 the date on which the Client requires the Applicant to commence the Assignment and the duration or likely duration of the Assignment;

4.3 the position which the Client seeks to fill, including the type of work an Applicant in that position would be required to do;

4.4 the location of the work;

4.5 the hours of work;

4.6 any known risks to health and safety from commencing the Assignment and any steps that the Client has taken to prevent or control the risk;

4,7 the experience, training, qualifications and any authorisation which the Client considers necessary, or which are required by law, or by any professional body, for a Applicant to possess in order to work on the Assignment; and

4.8 any expenses payable by or to the Applicant.

5. Prior to any Assignment commencing the Company will:

5.1 confirm the identity of the Applicant;

5.2 provided the Client has complied with Clause 4 of these terms, the Company will take all reasonable steps to ensure that the Applicant has the required experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or by any professional body to work in the position which the Client seeks to fill;

5.3 confirm that the Applicant is willing to work on the Assignment.

6. If the Client is unsatisfied with the Applicant, the Client must inform the Company of this in writing. The Client must set out the reasons why the Applicant is unsatisfactory. The Company will then terminate the Applicant's services for the Assignment forthwith and ,where possible, provide a replacement Applicant to fulfill the Company's obligations under the Assignment. Any complaints in relation to an Applicant will be dealt with in accordance with the Company's Staff Code of Conduct.

7. The Company will extend any period of Assignment on no less favourable terms.

8. Introductions made by the Company are confidential and the benefit of any Introduction made to a Client shall not be capable of assignment. Should the Client refer any Applicant to any other person within the Client’s subsidiaries, or related companies within 8 weeks of the end of the Assignment or 14 weeks from the start of the Assignment (the "Transfer Period") the Client shall forthwith from time to time become liable for payment of and pay to the Company £1000 exclusive of VAT (the "Transfer Fee") for and upon the occasion of each and every engagement of the Applicant with or by any such subsidiary, related company or third party within the Transfer Period.

9. The Client shall satisfy itself as to the medical history and health of the Applicant and shall be solely responsible for undertaking any medical examination and investigations which it may deem appropriate.

10. The Client hereby agrees undertakes and shall procure that neither the Client nor any principal of the Client with whom the Client has contracted to procure the Services of the Company pursuant to these terms shall directly or indirectly (either as principal or as agent) canvass or solicit any Applicant within the Transfer Period without paying the Transfer Fee. The Client hereby agrees, undertakes and shall procure that neither the Client nor any principal of the Client with whom the Client has contracted to procure the Services of the Company pursuant to these terms shall directly or indirectly (either as principal or as agent) canvass or solicit any Applicant from the end of the Transfer Period up to 13 months from the date the Applicant ceases to provide Services in connection with any Assignment.

11 Save as set out herein all terms, conditions and warranties (whether implied or made expressly) on the part of the Company its servants or agents relating to Client Intellectual Property and/or the quality and/or fitness for purpose of any Stock and Equipment or any other goods supplied pursuant to these terms are to the extent permissible by law excluded

12 Any liability on the part of the Company for breaches of any express or implied conditions and warranties on the part of the Company pursuant to these terms, for negligence, for breaches of statutory duty or otherwise arising in connection with the performance, purported performance or failure of the Company to perform pursuant to these terms is to the extent permissible by law excluded

12.1 PROVIDED THAT nothing in these terms shall exclude or limit liability for personal injury including death, which results from negligence on the part of and for which the Company shall be found to be liable AND PROVIDED FURTHER THAT nothing contained herein shall affect the statutory rights of the Client where he deals as consumer.

13. All and any liabilities of the Company whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered or incurred by the Client are hereby excluded.

14. All and any liabilities of the Company to the Client howsoever and whenever arising as a result directly or indirectly from any negligent act or omission or misfeasance of any Applicant assigned to the Client by the Company and/or any other third party supplier of goods and/or services pursuant to these terms are hereby excluded.

15. Without prejudice to the generality of the foregoing, all and any claims arising pursuant to these terms must be notified to the Company as soon as reasonably practicable following the commencement of the relevant Assignment.

16. The Client will indemnify the Company from time to time and at all times keep the Company indemnified and pay repay indemnify or reimburse to the Company on demand as the case may be all costs claims losses liabilities demands insurance excesses or shortfalls proceedings or damages (including legal expenses) howsoever arising as a result of the Company agreeing to provide or procure the provision of any Services pursuant to these terms or as a result of any breach non observance or non performance of the warranties of the Client and the Client Obligations .

17. The Company will where applicable and required by law make deductions for the income tax and National Insurance contributions of the Applicant and account for such deductions together with any contributions to the Inland Revenue.

18. Where services of Applicants are provided to the Client by a limited company through one of its officers or agents, no warranty is given by the Company as to deductions for tax and the limited company will receive payments in gross from the Company together with VAT thereon where applicable.

19. The Client acknowledges that no statement or representation which may previously have been made to it or anyone concerned on its behalf by or on behalf of the Company whether orally or in writing induced it to enter into this agreement with the Company and the Client acknowledges that any such statement or representations as aforesaid do not form part of any agreement between the Company and the Client pursuant to these terms.

20. Applicants shall not be required to provide services for more than eight hours per day to include 1 hour for lunch and two breaks of 15 minutes per day unless otherwise agreed between the Company and the Client and any hours so worked in excess of the aforesaid limits shall be charged at the hourly overtime rates then specified by the Company.

21. The Company shall not be liable to the Client for any failure to perform any of its obligations hereunder during any period in which such performance is delayed by circumstances beyond its reasonable control, provided that the Company promptly notifies the Client of the delay in writing. Should such circumstances of Force Majeure continue for a period of 1 month or more from the date of such written notice the Company may terminate any agreement in relation to Assignments not yet commenced or not yet completed and the Client shall immediately thereafter following such termination comply with the provisions of clause 1 of these terms

22. These terms are personal to the Client who may not assign sub contract or otherwise deal with them. The Company may assign subcontract charge or otherwise deal with the benefit of these terms in any way and the rights of the Company hereunder shall inure to the benefit of the successors in title and assigns of the Company.

23. If the Client shall enter into liquidation or bankruptcy or any arrangement with or for the benefit of its creditors or is in breach of its obligations hereunder the Company by notice in writing to the Client may terminate any agreement with the Client with immediate effect without prejudice to the rights of the Company which have accrued up to such date of termination.

24. All the provisions of these terms which are intended by their nature to survive the cancellation termination or expiry of any agreement between the Company and the Client relating to any Assignment governed by these terms shall continue in force following such cancellation termination or expiry for so long as may be required to give effect thereto.

25. While the restriction in clause 7 is considered reasonable by the Client and the Company in all the circumstances it is recognised that the restrictions of the nature in question may fail for unforeseen reasons and accordingly it is hereby agreed and declared that if any such restrictions shall be adjudged to be void as going beyond what is reasonable in all circumstances for the protection of the interests of the Company and/or any subsidiary or associated company but would be valid if part of the wording thereof were deleted and or the periods (if any) thereof reduced in scope and/or the area and/or the range of activities thereby dealt with reduced in scope the said restriction shall apply with such modifications as may be necessary to make it valid and effective and any such modifications shall not thereby affect the validity of any other restriction contained in these terms.

26. If at any time any provisions of these terms is or becomes invalid illegal or unenforceable in any respect under any law the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.

27. The Client warrants in each case as a continuing warranty as follows:

27.1 That it has all due authority required to enter into these presents without the concurrence of or infringement of the rights of any third party.

27.2 That all promotional material client pro forma’s or any other information supplied to the Company by or on behalf of the Client in connection with the Assignment does not infringe the rights of any third party and is lawful true complete and accurate in all respects and shall be provided with all due expedition as and when required.

27.3 That all information supplied by the Client may be used in accordance with the Terms of Use accessible at www.idexperiental.co.uk.

27.4 That the Client is or is duly authorised on behalf of the beneficial owner free from encumbrances of the intellectual property rights in all items of artwork logos, designs, symbols, emblems, insignia, fascia, slogans, copyrights, know-how, information, drawings, plans, advertising publicity and other identifying materials or information whatsoever in which intellectual property rights or rights in the nature of intellectual property rights may subsist supplied by or on behalf of the Client to the Company and/or otherwise utilised by the Company in connection with the Assignment (Client Intellectual Property);

27.5 That without warranty such rights of the Company in any copyright and other intellectual property rights of the Company in work arising from or created, produced or developed by the Company under or in the course of the relevant Assignment (if any) (“the Works”), shall (unless otherwise agreed) upon payment by the Client of all sums due under these terms vest in and shall be and remain the sole and exclusive property of the Client, subject to clause 30.3.3;

27.6 That the Client hereby grants or procures the grant to the Company with full title guarantee such irrevocable royalty free licence and consent [and in the case of moral rights grants such waiver thereof] as the Company may require in order to:

Lawfully use the Client Intellectual Property and the Works for the purposes of carrying out and completing the Assignment.
Lawfully use the Client Intellectual Property and the Works at all times during and following determination of any agreement with the Client governed by these terms to publicise and market the goods and/or services of the Company.

27.7 That the Client is the beneficial owner free from encumbrances of all items of Stock and Equipment or any other goods supplied by or on behalf of the Client in connection with any Assignment and that such items are of reasonable quality and in good working order.

27.8 That unless otherwise agreed in writing, risk in all items of Stock and Equipment supplied by or on behalf of the Client shall remain with the Client.

27.9 That the Company is duly authorised to disclose any information disclosed orally or in writing by the Client in connection with any Assignment (whether the information is confidential or not) to;

Customers or potential customers;
Employees of the Company;
Government agencies or other regulating authorities;
insofar as is necessary either to carry out its duties in relation to any Assignment or to comply with the law.

27.10 Without prejudice to the generality of the foregoing that the Client will unless otherwise agreed in writing at all times and from time to time obtain all necessary clearances from and pay as and when the same become due any fees and costs payable to any collecting society and/or beneficial owner and/or any other third party as may be required in relation to those intellectual property rights referred to in clause 23.3.

28. Without prejudice to the generality of the foregoing, the Client shall indemnify the Company on demand against all costs claims losses liabilities demands proceedings or damages (including legal expenses) howsoever arising as a result any third party claim that the use of the Client Intellectual Property and the Works in accordance with the provisions of these terms infringes any intellectual property right of any third party or otherwise arising as a result of any breach of the warranties contained in clause 23 of these terms.

29. The Client shall perform or procure the due observance and performance of these terms insofar as they relate to the Client using reasonable skill and care and having first obtained all required permissions consents and approvals and in compliance with all statutes statutory instruments orders and regulations made thereunder or deriving validity therefrom, all requirements of the local authority or any other competent authority and otherwise in compliance with any relevant codes of practice.

30. The Company and the Client shall deal with all items of Stock and Equipment as agreed between them from time to time in writing. Unless otherwise agreed in writing, the Client agrees to observe and perform all agreements for the hire leasing hire purchase or credit sale of Stock and Equipment supplied by the Company as if the Client were a party to such agreements in substitution to the Company on the date such agreements are made.

31. Any notice to be given hereunder shall be in writing and sent by pre paid recorded delivery registered post or facsimile to the other party at the respective addresses appended to these terms. All changes of address are to be notified to the other party within 48 hours of the change and thereafter all notices to be given hereunder shall be sent to such last notified address.

32. The relationship of the Company and the Client shall be that of Independent Contractors.

33. Any agreement governed by these terms shall be read, construed and take effect in accordance with the Laws of England and the parties hereto expressly agree to submit to the non exclusive jurisdiction of the English Courts.

34. Nothing in any agreement governed by these terms shall confer or purport to confer on any third party any benefit or the right to enforce any term of any agreement governed by these terms for the purposes of the Contracts (Rights of Third Parties) Act 1999.

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Terms of engagement

TERMS BETWEEN The Marketing Arena Services Company Limited (Registered Number 2845031) whose registered office is at 53-79 Highgate Road London NW5 1TL , (hereinafter referred to as “we", "us” or the "Company") AND the person whose details are set out in the attached form (hereinafter referred to as “you”).

DEFINITIONS

In these Terms (hereinafter called “Terms”) “Client” means the client referred to in any attached Appointment Details. “Assignment” means the period set out in any attached Appointment Details.

THE CONTRACT

These Terms, constitute a contract of services between you and us and they govern all Assignments undertaken by you. The Assignments will concern the provision of [promotional services]. The Assignment will be deemed to have been accepted by you each time you accept a booking for an Assignment. However, no contract shall exist between us and you between Assignments (save where expressly provided to the contrary) For avoidance of doubt, nothing in these Terms shall render you an employee, agent or partner of the Company or the Client. This Assignment is not continuous with with any previous period of work or Assignment for the Company with any other Client. You are engaged as a self-employed worker, although we may be required to make statutory deductions (including without limitation any National Insurance and Income Tax contributions) from your remuneration. No variation or alteration of these Terms shall be valid during the performance of any Assignment unless approved by both parties in writing. We reserve the right to vary the terms of any Assignment without liability by prior notice in writing at any time prior to any Assignment.

In these terms, the Company will operate as an Employment Business as defined under the Conduct of Employment Agencies and Employment Businesses Regulations 2003.

Nothing in this Agreement shall render you an employee, agent or partner of the Company and the Applicant shall not hold itself out as such.

HOLIDAYS

The Company's holiday year runs from January to December. Under the Working Time Regulations 1998 you are entitled to pro-rata 24 days paid annual holiday (including bank holidays and statutory holidays) per annum. To the extent permissible by law, Fees paid hereunder are inclusive of 10.16% in respect of your 24 days paid annual holiday due under the Working Time Regulations 1998. For the avoidance of doubt, your entitlement to holiday pay is met by the 10.16% enhancement to your Fee. Holiday pay will not be paid at the time of taking the holiday.

All entitlements to leave must be taken or during the course of the holiday year in which it accrues and none may be carried forward to the next year. Failure to take any holiday by the end of the holiday year in which the entitlement arises will result in such outstanding holiday being forfeited.

You may not take more holiday leave than you have accrued at the time of such holiday.

Holidays must be taken at time convenient to the Company and the Client and must be approved in advance by the Client and the Company. You will be required to notify the Company and Client at least 2 weeks' prior to the commencement of the requested leave.

ASSIGNMENTS

We may offer you suitable Assignments on a non - exclusive basis (without being under any obligation to do so). You acknowledge that the nature of Assignments is such that there may be periods when no suitable Assignments are available and agree; (a) that suitability shall be determined solely by us. (b) that we shall incur no liability should we fail to offer you opportunities to fulfil any Assignment or Assignments. (c) that you will at our request at any time (whether before or after the commencement of any Assignment) withdraw from any Assignment forthwith following such request without any liability on our part to you. (d) save in respect of remuneration for hours worked, to indemnify us and hold us harmless in respect of all and any liabilities, losses, expenses, costs claims or damages incurred or suffered by us as a result of us entering into these Terms with you or arising directly or indirectly as a result of any breach by you of any of these Terms or any negligent act or omission on your part whilst engaged on any Assignment unless the same is due to a proven negligent act or omission by us. (e) to the extent permissible by law to the processing of your personal data by us for the purposes set out in our web site privacy policy at www.idexperiental.co.uk under applicable data processing legislation and as a separate and continuing warranty you hereby warrant to us the accuracy of such data each time you commence an Assignment.

For the purposes of calculating the average number of weekly hours worked by you on an Assignment, the start date for the relevant average period under the Working Time Regulations 1998 shall be 1 October 1998 or at the date on which you commence your first Assignment.

Prior to the commencement of any Assignment you will provide us with confirmation of:

your identity;
any qualifications (professional or otherwise) and copies of relevant ; and
your willingness to work on the Assignment.

OBLIGATIONS

You are not obliged to accept any Assignment offered by us but if you do so, throughout the duration of every Assignment for which you are engaged (or such other period where expressly stipulated in these Terms) you will: (a) Co - operate with the Client’s staff and accept the direction supervision and instruction of any responsible person in the Client’s organisation. (b) Observe any relevant rules and regulations of the Client’s establishment to which your attention has been drawn or which you might reasonably be expected to ascertain. (c) Unless arrangements have been made to the contrary, conform to the normal hours of work in force at the Client’s establishment. (d) Take all reasonable steps to safeguard your own safety and the safety of any other person who may be present or affected by your actions on the Assignment and comply with any health and safety policies of the Client. (e) Not engage in any conduct detrimental to the interests of the Client or us. (f) Not at any time divulge to any person, nor use for your own or any other person’s benefit, any confidential information relating to employees, business affairs, transactions or finances of Clients us or the terms of the agreement between you and us. (g) When requested during the Assignment for whatever reason, or in any event upon the termination of an Assignment, you shall deliver to the Company or Client any books, documents, papers, materials and other property (including copies thereof) belonging to or relating to the business of the Company or Agent which may then be in your possession or under your control. (h) Refer any unsolicited requests or expressions of interest whatsoever made by or on behalf of any Client for the provision of services or the carrying out of work by you of which you become aware forthwith thereafter to us. (I) Comply with the stipulations in any health and safety risk assessment and training manual produced by us in relation to any Assignment and observe and perform all reasonable written rules and regulations of ours notified to you in writing before or during any Assignment upon which you are engaged and which shall be deemed to form part of and be incorporated into these Terms. (J) Not use the telephone, fax or computer systems belonging to the Client for personal gain or benefit.

RESTRICTIONS

You will not at any time during any Assignment nor for 13 months thereafter directly or indirectly interfere with, seek, canvass, solicit or entice any business, orders or customer from any of our Clients or persons with whom we were in consultation with a view to those persons becoming Clients with whom you had contact during the last 12 months preceding termination of the Assignment (or the duration of the Assignment if less than 12 months) to the intent that any of them cease to patronise our business or to the intent of directing their custom elsewhere. NON COMPLETION OF ASSIGMENT

If you are unable or unwilling for any reason to commence or if applicable complete an Assignment, you must so inform us immediately to enable arrangements to be made for another suitable person to perform the services originally contracted for and if applicable set out in any attached Appointment Details. However, in the event of a complaint being made against you we reserve the right to withhold any sums otherwise due to you for 14 days from the due date pending an investigation. All complaints will be dealt with in accordance with the Company staff code of conduct for iD STAFFING. Where a complaint has been upheld, then without prejudice to the Company’s existing rights, payment may be withheld in whole or in part depending on the nature and circumstances of the complaint

FEES

The Fees applicable to you from time to time will be notified on a per Assignment basis and in advance of the Assignment commencing (if not set out on the attached Appointment Details) and in any event will be not less than national minimum wage for each complete hour actually worked by you during an Assignment (the "Fee"). The Fee will be paid subject to deductions in respect of PAYE Class I National Insurance Contributions and Income Tax pursuant to S44 to 47 of the Income and Corporation Taxes Act 2003 and any other deductions which we may be required by law to make. You will be paid the Fee in respect for hours worked on the Assignment. For the avoidance of doubt you will be paid the Fees owed to you for hours worked regardless of whether the Company has received payment by the Client for your services. You are not entitled to receive payment from us or our Clients for the time not spent on Assignment, whether in respect of illness or absence or any other reason. Where services are provided to the Client by a limited company through you as one of its officers or agents the limited company will receive payments in gross from us together with VAT thereon where applicable subject to the delivery of a valid VAT invoice addressed to and in our name.

Unless stipulated otherwise on the attached Appointment Details we will make payments to you as set out above monthly in arrears for each complete hour for which you are engaged upon an Assignment in the month preceding payment.

NOTICE

We reserve the right to cancel the contract between us and/ or instruct you to end the Assignment, without liability (except for remuneration for hours worked). at any time forthwith by giving notice in writing.

You may terminate an Assignment at any time during an Assignment by giving us no less than [one week's] notice in writing. If you fail to complete the Assignment, or fail to attend work for any reason the Assignment shall thereupon terminate and all outstanding remuneration shall become payable.

We shall not be liable to you for any period in which performance hereunder is delayed by circumstances beyond our reasonable control.

INTELLECTUAL PROPERTY

You hereby irrevocably, unconditionally, with full title guarantee and by way of assignment of present and future copyright assign absolutely to us the full copyright in the products of your services hereunder for the full period of copyright wherever in the world enforceable together with all further rights therein to which you may be entitled and waive any moral rights you may have therein to us.

ASSIGMENT OF TERMS

We may assign charge or otherwise deal with the benefit of these Terms in any way and our rights hereunder shall inure to the benefit of our successors in title and assigns.

EXPIRY OF TERMS

All the provisions of these Terms which are intended by their nature to survive their cancellation termination or expiry shall continue in force following such cancellation termination or expiry for so long as may be required to give effect thereto.

THIRD PARTIES

Nothing in any agreement governed by these terms shall confer or purport to confer on any third party any benefit or the right to enforce any term of any agreement governed by these terms for the purposes of the Contracts (Rights of Third Parties) Act 1999.

GOVERNING LAW

These Terms are governed by English law and are subject to the jurisdiction of the English Courts.

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Code of conduct (the "code")

iD STAFFING (the "Company") takes pride in the high standard of Brand Ambassadors that we provide for our clients. The purpose of this code of conduct is to set out the Company's position on what is regarded as satisfactory conduct by workers engaged by ID Staffing. You will be required to adhere to our Code and standards of presentation at all times.

You are expected to apply yourself satisfactorily in the performance of your duties and in your standards of presentation. If you fail to conduct yourself in a satisfactory manner (as determined by the Company) then you will be in breach of this Code.

The Company determines under the Code that as well as applying yourself to a satisfactory manner, you should also conduct yourself in accordance with the following guidelines. This is not an exhaustive list of guidelines:

You must adhere to booking guidelines at all times
Uniforms must be worn during work hours
Uniforms are to be kept in a pristine and clean condition at all times
Uniforms are to be covered during break times
Uniforms are to be returned on time
No mobile phones are permitted and must not be used during work times
Always ensure you are presentable and well groomed
Do not chew gum, eat or drink whilst on duty
Do not smoke whilst on duty
Do not drink alcohol or take drugs whilst on duty
Any prescribed medication that may affect your performance must be alerted to your event manager or staffing account handler
Closed shoes to be worn at all times
Long hair to be tied back at all times unless otherwise instructed
Do not cough or sneeze over products
Keep hands and fingers away from your mouth whilst handling food
Always ensure you follow hygiene procedures whilst handling products
Any cuts should be covered with blue plasters
Nails to be clean and free from nail varnish
Jewellery wearing is not permitted (this includes visible body piercings) – wedding bands are the only exception
Changing your appearance without notifying the agency
Replacing yourself with someone for a job you are booked on
No show on the day without calling the agency in advance
Lateness without a call
Failure to attend a casting without informing the agency
Dumping leaflets
Distributing multiple leaflets over and above instructions in booking guidelines
Theft (including stock)
Damaging a vehicle without informing the agency
Using iD vehicles for non iD jobs
Leaving a job early without consent
Do not discuss rates with client, work directly with client or contact client without iD’s consent
Sampling cigarettes or alcohol to under 18’s
Ensure you represent brands, products and the agency with enthusiasm at all times

Failure to follow this Code will result in a breach of the Code and may result in your termination from an assignment forthwith and removal from our books.

We may, at our discretion, give you the opportunity to respond to any allegations of any breach of the Code prior to making any decision to remove you from our books or terminating you from any assignment.

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Website terms

Introduction

These terms and conditions govern your access to and use of the website identified by any hosts within the domain name www.idexperiental.co.uk or www.idstaffing.com ("the Site"). In consideration of you being given access to the Site upon these terms of use, you agree with the Marketing Arena Services Company Limited (CRN 02845031) whose registered office is at 53-79 Highgate Road London NW5 1TL, to access and use the Site strictly in accordance with these terms of use. Do not proceed to access this Site if you do not agree to these terms of use.

Intellectual Property Rights

You will not do anything which might affect intellectual property rights in the Site its contents or software. Such rights are owned by us or our licensors and are protected by copyrights trademarks and other rights in the nature of intellectual property rights.

You warrant in each case on a continuing basis that:

You will not post or submit, or permit any posting or submission to the Site, of any information image or data which is;
Obscene, contrary to public morals or decency, or is not lawful truthful decent or accurate, or which infringes the rights of any third party;
You will not copy distribute publish or make derivative works from postings to or material on the Site, or the Site itself or any part of it.
We retain the right to withdraw or modify the site for legal or technical or reasons, therefore there may be times when the site is unavailable.
Any action in breach of these terms of use may result in legal action being taken against you, suspension or termination of your right to use the Site.

Limitation of Liability

All warranties arising in relation to the Site or its content are to the fullest extent permissible by law excluded, and accordingly we can accept no liability for loss or damage suffered by you as a result of:

Access to and/or use of the Site by you or any other visitor or member of the Site;
The content of the Site;
Viruses that may infect equipment;
Site downtime;
Inaccuracies or omissions in content;
Acts or omissions of visitors to or members of the Site:
Loss of data, loss of profit, revenue, business or consequential loss as a result of your use or access of the Site;

Provided that nothing contained in these terms of use shall affect your rights where you deal as consumer and provided further that in relation to your use or access to the Site, we accept liability for death or personal injury arising as a result of our proven negligent act or omission.

The internet is an open medium. You accept that any information submitted or posted to the Site is remitted at your own risk and we can accept no liability for breaches of confidentiality or other losses suffered by you as a result of third party access being obtained to information images or data you send over the internet.

The Site may operate as a referral site to other sites, advertisements promotions or otherwise. In such event we can accept no responsibility for any dealings you have with or any losses suffered by you as a result of your dealings with any third party sites accessed as a result of your use of the Site. We accept no responsibility for any links to such third party sites, and do not endorse their content.

You will fully indemnify and hold us harmless from it against any and all actions, threats, proceedings, claims, liabilities, losses, damage, costs and expenses (including without limitation reasonable legal expenses) which may be suffered or incurred by us directly or indirectly arising out of or in connection with any breach by you of any of these terms of use.

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Privacy Policy

You will be deemed to have accepted the following terms in relation to any information about yourself which you choose to submit to the Site or send to us by any other method ("personal information"). If you do not agree to these terms do not submit any personal information to us. If you wish to discuss our proposed uses of your personal information, please contact us on the email address referred to below. We use cookies which are files placed on your computer, to enhance your use of the Site. They work by recognising and remembering your user name and password when you log on. If you do not wish to use these cookies, do not select the ‘Remember me’ option when logging in. You agree that your personal information will be used and shared with: Our customers clients and suppliers to provide and improve our services to you; Clients or suppliers of ours and third party suppliers that may be of interest to you for the purpose of marketing products services promotions or competitions of theirs or ours from time to time and fundraising; Traders in personal information for the purposes of sale hire or exchange of personal information. Any third party which acquires all or a substantial interest in our undertaking; We will always follow strict security procedures in storing, using and sharing the information you give us, in order to prevent unauthorised access to it. These security procedures may mean that proof of your identity may sometimes be required before information can be disclosed to you.

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