Contractor Terms of Service

Last updated: 6th February 2024

These Terms of Service (“Terms”) together with our Privacy Policy and general Terms of Use and all other documents as referenced in these Terms, set out the terms on how you may use our device application (“App”) or website, collectively referred to as the Just Pay Software (“Just Pay Software”). In these Terms, (“we/us/our”) shall mean Just Pay Limited t/a Event UK and (“you/your”) shall mean the artist/worker/contractor who is using the Just Pay Software to provide services to our end clients. Please read these Terms carefully to ensure you understand them. Your agreement to be bound by these Terms shall be deemed to occur upon downloading the App or accepting our Services. If you do not agree to comply with these Terms, please do not use our Just Pay Software. We act as an intermediary and provide an intermediary service between our End Clients and you as the artist/contractor for the purpose of scheduling bookings, taking and making payments and providing administrative support (“Services”). Your contract to provide your services are directly with the end client who is responsible for your booking.

1. Our contract with you

1.1. By creating a profile or registering your personal information with us, you agree that we may connect you with potential hirer organisations who may use your services, who are registered with us as our end clients (“End Clients”).

1.2. We reserve the right to refuse you access to our Just Pay Software, if we choose to do so. Upon a successful registration to our Just Pay Software, you will have the opportunity to search for jobs, events and gigs as appropriate and receive contact from prospective End Clients.

1.3. You agree that all business entered by us, is subject to these Terms. You acknowledge that our End Clients will be solely responsible for the terms upon which you are engaged, including, but not limited to any health and safety requirements, site and security access information, job specifications etc, and our involvement is solely to act as an intermediary provider, providing access to our Just Pay Software and our administrative services.

1.4. You agree and acknowledge that at no time, shall we be deemed to act as an employer or engager of the work that you will be providing to the End Client (“Work”).

1.5. We shall not accept any responsibility for any non-fulfilment of the Work by you to the End Client and for any non-payment of your charges by the End Client. At all times our role is to act as an intermediary and provide administrative and payroll support when required by the End Client.

2. Your responsibilities

2.1. You agree to provide us with such information as we may reasonably require in order to enable us to supply the Services and you will ensure that such information is accurate in all material respects.

2.2. Any bookings can be cancelled by either you or the End Client up to 7 days prior to performance or completion of the Work. Cancellations made within 7 days will be subject to a reduced cancellation fee set by the End Client and will be either deducted or offset against other fees payable to you.

2.3. It is accepted that you may undertake other jobs whilst using our Just Pay Software which is acknowledged and accepted as long as you:

2.3.1. Do not do anything to breach this agreement;

2.3.2. Are not involved in any business that places you in a conflict of interest with either us or the End Client;

2.3.3. Are not involved in a business similar to, or competing with, the End Client or us, without either the End Client or our written consent;

2.3.4. Give priority to carrying out the Work for the End Client over any other business activities you take on where practicable.

3. Data protection

3.1. You acknowledge and accept that we will collect and process data about you in accordance with our Privacy Policy, which you will read and accept the terms of when you use and access the Just Pay Software and when you download our App.

3.2. You will also comply with any other policies that we may require you to agree to, which apply to the processing of data, including in relation to criminal records information, internet, email and communications and information security.

3.3. In addition to your general obligations under clauses 3.1 and 3.2, you will:

3.3.1. Co-operate fully with the End Client to allow the End Client to comply with all of its obligations under applicable data protection legislation;

3.3.2. Implement and maintain appropriate technical and organisational measures against unauthorised and unlawful processing of personal data (in each case as defined in applicable data protection legislation) and against accidental loss and destruction of or damage to personal data;

3.3.3. Process any personal data disclosed to you by us for and on behalf of the End Client only (a) for the purposes of providing any work to the End Client; and (b) for the purposes for which that personal data was obtained and is processed by the End Client;

3.3.4. Provide evidence immediately of your compliance with the obligations under this clause 3 as may be from time to time reasonably requested;

3.3.5. Immediately on receiving notice from the End Client, take all appropriate action to enable the End Client to comply properly with any request from a data subject in relation to access to and/or rectification or erasure of personal data; and

3.3.6. Immediately notify the End Client and us of any data breach relating to personal data about which you become aware.

4. Charges

4.1. All charges are quoted in the App together with any VAT (if applicable and verified by a valid VAT number) and shall be the agreed price between you and the End Client. We shall process payment of your charges within 28 days of you carrying out the agreed Work for the End Client once a self-billing invoice has been generated.

4.2. You accept that you are not entitled to any payment or fee for any day or agreed time when you do not provide the Work.

4.3. Self-billing is an arrangement between a supplier and a customer. Just Pay Limited will prepare the supplier’s invoices and a copy will be available to download from your app/portal when the payment has been scheduled.

4.3.1. You agree that once the work is completed, you will then request payment via the app (or portal), which will then produce a self-billing invoice.

4.3.2. The self-billing arrangement will be reviewed annually, or you must advise us as and when a VAT number changes, you cancel your VAT registration or transfer your business as a going concern.

5. Confidential information

5.1. You agree that you will not use or disclose to anyone, any Confidential Information about either our business or the End Client’s business that you may see or find out when completing the Work, including Confidential Information in any form relating to customers, products, technical data and trade secrets, unless:

5.1.1. Your Work makes it necessary to disclose it to someone in order that they can help you carry out the Work and in doing so, you will ensure that that person also enters confidentiality terms no less than those set out in these Terms;

5.1.2. The End Client approves its disclosure;

5.1.3. The law requires it to be disclosed;

5.1.4. The information is already public and known by others (but not because the Consultant told them).

5.2. “Confidential Information” shall mean any trade secrets or other information (in whatever form and wherever kept) relating to the business or clients of either us or the End Client, which is confidential (and which may or may not be marked as “confidential” or described as “confidential” which is obviously confidential) and includes any copies of such information.

6. Ending this agreement

6.1. We may terminate your access to our App, thereby ending the agreement immediately, without having to pay anything more than amounts earned, if at any time you:

6.1.1. Fail to comply with either our or the End Client’s reasonable and lawful requests;

6.1.2. Are convicted of any criminal offence (other than a minor traffic offence);

6.1.3. Are, in our reasonable opinion, careless or ineffective in the performance of any Work completed by you;

6.1.4. Are declared bankrupt or make any arrangement with people you owe money to, to defer or delay the debt;

6.1.5. Are unable to carry out the Work or provide a suitable substitute which must be approved by us or the End Client;

6.1.6. Are guilty of any fraud or dishonesty, or act in any way which the End Client believes damages its reputation, or which might seriously damage the End Client’s business.

6.2. The reasons listed in this clause do not limit any of our or the End Client’s other legal rights to end this agreement. If the End Client or us, do not exercise our rights to end this agreement straight away, this does not mean that either of us are giving up any rights to end the agreement in future for that reason or for another reason.

7. Status and substitution

7.1. The relationship between you and us will be that of “independent contractor” which means that you are not ours, or the End Client’s employee, worker, agent or partner, and you will not give the impression that you are.

7.2. As this is not an employment contract you will be fully responsible for all your own tax including any national insurance contributions arising from carrying out the Work. If we must pay any such tax or national insurance contributions, you will pay back to us in full, any money that we must pay, and you will also pay back to us for any fine or other punishment imposed on us, because the tax or national insurance contributions were not paid by you.

7.3. You may, with the agreement in writing of us and/or the End Client, and subject to the rest of this clause, appoint a suitably qualified and skilled substitute to perform the Work on your behalf. We and/or the End Client may refuse to accept any substitute if either of us is not reasonably satisfied that the substitute has the necessary skills and qualifications to provide the Work to a reasonable satisfaction. If we and/or the End Client accepts the substitute, you shall be entitled to any payment or fee, and you shall be responsible for any payment agreed between the substitute and you, and any additional costs incurred during any handover period. The substitute shall sign an agreement on such terms as shall be agreed with us and/or the End Client.

7.4. Neither you nor we will be liable to each other for failure or delay in carrying out this agreement, which is caused by an event beyond their reasonable control and that they could not have foreseen, or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, deliberate damage, or failures of suppliers or sub-contractors to do what they are supposed to.

8. Liability

8.1. We will not be responsible for any foreseeable loss or damage that you suffer because of our breach of these Terms or as a result of our negligence. Loss or damage is foreseeable if it is an obvious consequence of our breach or negligence, or if it is contemplated by you and us when the contract is created.

8.2. Nothing in these Terms seeks to limit or exclude our liability for death or personal injury caused by our negligence (including that of or employees, sub-contractors or agents), or for fraud or fraudulent misrepresentation.

8.3. Our maximum liability to you for any breach of these Terms (including any liability for the acts or omissions of our employees, agents or sub-contracts) whether arising in contract, tort or otherwise, shall be limited to the total charges paid to you in the aggregate year.

9. Notices

9.1. Any notice sent under this Agreement must be in writing and must either be delivered by email if email addresses have been exchanged and agreed or by either hand or by pre-paid first-class post or recorded delivery at either party’s registered address shown (or such other address as is notified to the other party for this purpose).

10. General

10.1. This is the whole Agreement between you and us and replaces any previous agreements.

10.2. If either you or us wants to change this agreement, the change must be in writing and must be signed by both parties.

10.3. No one other than you and us has any rights under this Agreement.

10.4. You may not assign this Agreement or any of your rights or obligations under this Agreement. We may assign this Agreement or any of our rights and obligations to any company owned by, or which is an affiliate or subsidiary of, ours, or to anybody acquiring our business or its assets.

10.5. These Terms, their subject matter and their formation (and any non-contractual disputes or claims), are governed by English law. You agree that the courts of England and Wales will have exclusive jurisdiction.