Data Freelance Hub
Role Scout Service Agreement

Role Scout Contract by the Data Freelance Hub

SERVICE AGREEMENT

BETWEEN:

Data Freelance Hub (hereinafter referred to as "DFH"),

a trading name of Ashley Copp Consulting Limited, with a registered company number 11805503

(Suite G, First Floor Offices, 230 High Street, Hertfordshire, Potters Bar, EN6 5BL)

AND:

User. A Person having clicked the box constituting their acceptance of this Agreement on the DFH's website (the "Contractor")

Effective Date: The Effective Date shall be considered when Contractor clicks the box constituting their acceptance of this Agreement. 

WHEREAS, DFH provides job scouting and application support services through its 'Role Scout' program for freelance roles in the data industry ("Services");

WHEREAS, the Contractor wishes to engage DFH to utilise these Services to assist in the identification and acquisition of data roles;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, and intending to be legally bound, the parties agree to the following terms and conditions:

1. SCOPE OF SERVICES.

The following is an illustrative list of services ("Services") to be provided by Data Freelance Hub (DFH) to the Contractor under the terms of this Agreement. This list is not exhaustive and does not necessarily include all possible forms of support that DFH may offer. Additionally, not all services listed below will necessarily be provided in every engagement, as the specific services rendered will depend on the individual needs and circumstances of each Contractor. Contractor understands that this list is solely an example of the Offerings and DFH is in no way legally required to provide all these services, nor are they limited to offering only what is on this list.  

Services:

Job Identification and Alerting:

• DFH will actively identify potential roles suitable for the Contractor's skillset and preferences.
• DFH will provide regular alerts and updates regarding new job opportunities.

CV Writing and Editing:

• Assistance in creating, reviewing, and editing the Contractor’s CV to enhance its appeal to potential clients and recruiters.

LinkedIn Profile Optimisation:

• Optimising the Contractor's LinkedIn profile for increased visibility and engagement in the freelance market.
• Providing recommendations for profile enhancements, including but not limited to summaries, experience descriptions, and skill endorsements.

Application Support:

• Guidance and support in preparing applications for identified roles, including the customisation of cover letters and preparation for interviews.
• Researching of companies and roles that the Contractor is interviewing for to support them in the interview process.
• Conducting mock interviews with the Contractor and helping them to prepare for the interview.

Communication Strategy:

• Providing advice on communication strategies with potential clients or recruiters.
• Offering templates and guidelines for professional messaging and follow-ups.

Market Insights and Advice:

• Sharing insights and information about current market trends in the freelance data sector.
• Offering strategic advice on rate negotiations, contract terms, and client relations.

Networking Opportunities:

• Facilitating introductions and networking opportunities with potential clients, recruiters, or within professional groups relevant to the Contractor's expertise.

Continuous Support:

• DFH may provide ongoing advice and support throughout the duration of the contract roles. This includes assistance with negotiation, performance feedback, and general guidance related to the Contractor's freelance career.
• Limitation of Continuous Support:

• The continuous support provided by DFH does not extend to assistance in the actual delivery of projects for the Contractor’s clients. DFH role is limited to support in securing and maintaining contract roles and does not include involvement in the technical, operational, or delivery aspects of the Contractor’s projects.
• The Contractor is solely responsible for the execution and quality of their project deliverables and must rely on their own expertise and resources for project completion.

Additional Resources:

• Access to DFH library of resources, including educational materials, best practices guides, and other tools beneficial for freelance professionals.

This Section may be amended from time to time as mutually agreed upon in writing by DFH and the Contractor to reflect changes in the Services or the addition of new services.

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2. PAYMENT TERMS.

a) General Terms.

1. No upfront payment is required; DFH only collects payment from Contractor when they have used DFH’s services to obtain employment, contract work, or any other paying role (hereinafter “Paying Work”).
2. Payment to DFH will align with the payment cadence that the Contractor receives from their client. For illustrative purposes only, if the Contractor is paid on a weekly basis, the Contractor shall pay DFH on a weekly basis. If the contractor is paid on a monthly basis, then payment to DFH is monthly. 

5. If the contractor joins the client on a permanent basis the terms found in section 2c will apply.
6. VAT will be payable in addition to the fee laid out below for UK and EU-based Contractors.
7. Payment will be made by the Contractor to DFH within 7 days of the Contractor receiving payment from the client or recruiter they work with, as per the terms and conditions below. 

b) DFH Sourced Role

1. Where the role is sourced by DFH, as per the terms outlined in Section 16 ‘DEFINITIONS OF ROLE SOURCING AND ASSISTANCE’, the Contractor agrees to pay DFH 10% of their gross revenue received for the initial 42 business days of engagement in a role sourced by DFH.
2. After the initial 42 business days, the fee payable to DFH will be 5% of the gross revenue, in alignment with the payment cadence received from the client.
3. If the contract ends during a working month, instead of at the end of the working month, a pro-rata fee will be calculated based on the actual days worked.
4. In the event of contractor receiving a contract extension or re-engagement with the same client within 12 months after the latest contract finishes, the 5% fee continues to be payable.
   

c) Permanent Positions.

1. Where the role is sourced by DFH, as per the terms outlined in Section 16 ‘DEFINITIONS OF ROLE SOURCING AND ASSISTANCE.’ and the role is a permanent position, the Contractor agrees to pay DFH 5% of their net income from the initial 63 business days of a permanent engagement. If the Contractor began work for the client in a contract/freelance capacity, they are still responsible for the fees due under Section 2(b) and/or 2(d). For illustrative purposes, if Contractor works 30 days as a contractor/freelancer then moves full time, they shall owe the appropriate fees under Section 2 for those days worked. The 30 days are not counted towards the initial 63 days of a permanent position. 
2. For permanent positions only, net income shall mean the amount of money left after deduction of taxes and National Insurance contributions at source.

d) Contractor Sourced Role.

1. For roles sourced by the Contractor and where DFH provides assistance in winning the role by providing services identified in Section 16 of this Agreement, ‘DEFINITIONS OF ROLE SOURCING AND ASSISTANCE’, a flat fee of 5% of the gross revenue is payable for the duration of the contract, in alignment with the payment cadence received from the client.

2. This fee is contingent upon the use of DFH services or resources in securing the role, as set out in Section 16 ‘DEFINITIONS OF ROLE SOURCING AND ASSISTANCE’. 
3. In the event of contractor receiving a contract extension or re-engagement with the same client within 12 months after the latest contract finishes, the 5% fee continues to be payable.
4. Should the Contractor receive a role without assistance from DFH, DFH is not entitled to any payment from the Contractor.

e) Post-Termination of Contractors Role.

1. This Agreement shall have an infinite term unless either side terminates the agreement pursuant to Section 12. 
2. Should Contractor finish the role sourced through DFH Role Scout’s Services, this Agreement shall govern the terms of any future relationship between Contractor and DFH. 
3. Upon a successful new search for a Paying Work, the Payment terms shall reset. Upon obtaining new work, the days and correlating percentage of Contractor’s earnings shall reset as if this is a new Agreement. For illustrative purposes only, should Contractor obtain Paying Work for 84 days, they owe DFH ten percent (10%) of their net income from the first 42 business days and five percent (5%) from the next 42 business days. Should Contractor finish the Paying Work and find new Paying Work with the assistance of DFH’s Services, they shall owe DFH  ten percent (10%) of their net income from the first 42 business days and five percent (5%) for any days over the first 42 business days. 

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3. PAYMENT SCHEDULE AND METHOD.

a) To collect payment under Section(s) 2(b) and (d), Contractor agrees they will provide DFH with a copy of each invoice their Client has paid (hereinafter “Client Invoice”). Client Invoices must include the date of payment due from the Client. Client can email DFH their Client Invoices either directly to DFH or include DFH as a blind carbon copy recipient on the email to the Client. 

b) Contractor has seven days after the Client’s due date to make the appropriate payment to DFH. 

c) Should Contractor receive payment prior to the Client Invoices due date, Contractor shall act in good faith to notify DFH of the early receipt of payment and shall make good faith attempts make the payment within seven days of their receipt. 

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4. DAY RATE DEFINITION FOR FEE CALCULATION.

a) For the purposes of calculating fees payable to Data Freelance Hub (DFH), the 'day rate' shall refer to the pre-VAT figure as stipulated in the contract signed between the Contractor and their client.

b) This pre-VAT day rate forms the basis for all revenue calculations on which DFH fees are derived, ensuring a clear and transparent understanding of the financial commitments between DFH and the Contractor.

c) Both parties acknowledge that the day rate is an essential component in determining the gross revenue and, thus, the applicable fees payable to DFH under the terms of this Agreement.

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5. CALCULATION OF DAY RATE FOR DIFFERENT PAYMENT STRUCTURES.

a) In cases where the Contractor's remuneration is based on an hourly rate, the day rate for fee calculation purposes will be determined by multiplying the hourly rate by 8 representing a standard workday.

b) If the Contractor is paid on a monthly basis, the day rate will be calculated by dividing the monthly rate by 21 the defined number of working days in a month under this Agreement.

c) For yearly remuneration, the day rate will be calculated by first dividing the annual salary by 12 to get a monthly rate and then dividing that figure by 21 to determine the daily rate.

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6. ROLES INSIDE IR35.

a) For roles deemed Inside IR35, fees to DFH are calculated on the net income after deduction of taxes and National Insurance contributions at source. 

b)The Contractor must inform DFH when a role is Inside IR35 to ensure accurate fee calculation and invoicing.

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7. CURRENCY AND EXCHANGE RATES.

a) This Agreement applies to any currency in which the Contractor is remunerated.

b) Payments to DFH will be made in the same currency as the Contractor is paid by the client.

c) Currency conversion, if required, will be based on the exchange rate on the date of the client's payment to the Contractor.

d) A mutually agreed-upon source will be used for determining the exchange rates. Should a mutually agreed-upon source not be reached, the Parties shall use the exchange rate of Bank of England source. 

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8. PROVISION OF CONTRACTUAL DOCUMENTATION.

a) The Contractor shall provide DFH with a copy of their contract with the client/recruiter, including any documents that outline the scope and terms of their agreement, including the agreed payment amount to the Contractor.

b) This requirement extends to any subsequent contracts or agreements, such as extensions or modifications of the original engagement.

c) Providing these documents will enable DFH to accurately determine the payment structure and ensure the correct application of the agreed fee terms.

d) The Contractor agrees to furnish these documents in a timely manner upon commencement of a new role, and upon any renewal, extension, or amendment of their contractual engagements.

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9. INDEMNIFICATION AND LIMITATION OF LIABILITY.

a) INDEMNIFICATION. THE CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS DFH AND ITS DIRECTORS, OFFICERS, EMPLOYEES, REFERAL PARTNERS, AND AGENTS AGAINST ALL CLAIMS, DAMAGES, LOSSES, AND EXPENSES ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OF THE SERVICES, PROVIDED THAT SUCH CLAIM, DAMAGE, LOSS, OR EXPENSE IS ATTRIBUTABLE IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF THE CONTRACTOR OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM. IN ADDITION TO NEGLIGENT ACTS OR OMISSION, CONTRACT SHALL INDEMNIFY AND HOLD HARMLESS DFH AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS AGAINST ALL CLAIMS, DAMAGES, LOSSES, AND EXPENSES ARISING OUT OF OR RESULTING FROM BUT NOT LIMITED TO THE FOLLOWING:

1. CONTRACTOR PERFORMING UNPROFESSIONAL, INEFFECTIVE, DAMAGING, OR OTHERWISE UNSATISFACTORY WORK AND/OR SERVICES, OR PROVIDING OFESSIONAL, INEFFECTIVE, DAMAGING, OR OTHERWISE UNSATISFACTORY WORK PRODUCT. 
2. CONTRACTOR’S LIES AND/OR OMISSIONS ABOUT WORK EXPERIENCE, LEGAL AVAILABILITY FOR TAKING JOBS, AND/OR WORK QUALIFICATIONS. 
3. THIRD-PARTY ALLEGATIONS, INCLUDING THE HIRING COMPANY AND/OR AGENCY THAT HIRES CONTRACTOR. 

DFH SHALL HAVE FULL CONTROL OVER THE DEFENSE OF ANY CLAIMS CONTRACTOR MUST INDEMNIFY AND HOLD DFH HARMLESS AGAINST. DFH SHALL DECIDE THE DEFENSE STRATEGY AND HAVE FINAL SAY DURING THE LAWSUIT AND/OR CLAIM, INCLUDING WHICH LAWYER TO HIRE, WHEN AND HOW MUCH TO SETTLE FOR, WHETHER TO LITIGATE, AND ANY OTHER DECISIONS TO BE MADE BY THE DEFENSE. DFH MUST GIVE CONTRACTOR PROMPT NOTICE OF ANY LAWSUIT AND PROVIDE THEM WITH UPDATES AS NECESSARY. 

b) LIMITATION OF LIABILITY. THE CONTRACTOR AGREES NOT TO HOLD THE SERVICE PROVIDER (DFH), INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, LIABLE FOR ANY DECISIONS, ACTIONS, OR INACTIONS TAKEN BY THE CONTRACTOR AS A RESULT OF THE ADVICE OR INFORMATION PROVIDED BY THE SERVICE PROVIDER. THIS INCLUDES BUT IS NOT LIMITED TO FINANCIAL DECISIONS AND OTHER PROFESSIONAL CHOICES MADE BY THE CONTRACTOR. THE SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM THE SERVICES PROVIDED. 

IN NO EVENT SHALL DFH’s TOTAL, AGGREGATE LIABILITY, INCLUDING CUSTOMER’S CLAIMED REASONABLE ATTORNEY’S FEES AND COSTS, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY THIRD-PARTY CLAIMS (WHETHER IN CONTRACT, INDEMNIFICATION, WARRANTY, TORT OR OTHERWISE) EXCEED THE FEES ACTUALLY PAID BY CONTRACTOR FOR THE SERVICE GIVING RISE TO LIABILITY.

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10. CONTRACTOR'S EXTERNAL AGREEMENTS.

a) Independence of External Agreements.

The Contractor acknowledges that any agreements or contracts they enter into with third parties outside of their engagement with DFH are done at their own discretion and risk. DFH shall not be held liable for any outcomes, liabilities, or obligations that arise from such external agreements. Contractor agrees to indemnify and hold harmless DFH and any of its officers, representatives, or agents, from any claim arising from this Agreement.  

b) Non-Nullification of Agreement.

Engagement in agreements, contracts, or understandings with third parties by the Contractor shall in no way nullify or affect the terms and conditions of this Agreement with DFH. The Contractor agrees that their obligations and commitments to DFH as set forth in this Agreement shall remain in full force and effect regardless of any external business engagements or agreements the Contractor may enter into.

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11. INSURANCE.

a) Coverage Requirements.

The Contractor shall, at their own expense, maintain in force during the term of this Agreement necessary insurance coverages appropriate to their services and the risks involved. This may include but is not limited to, professional liability insurance, public liability insurance, general liability insurance, and any other types of insurance relevant to the services being provided.

b) Evidence of Insurance.

Upon request, the Contractor shall provide DFH with certificates of insurance or evidence showing that the required insurance coverages are in place. This documentation must indicate the types of coverage, the policy numbers, the effective dates, and the limits of liability.

c) Notification of Changes to Insurance Policy.

The Contractor agrees to notify DFH promptly of any material changes to their insurance coverages, including any change in coverage, limits, or cancellation of any policy.

d) Purpose of Insurance.

1. The insurance coverages maintained by the Contractor shall serve to minimise financial risks for both the Contractor and DFH in case of any claims or liabilities arising from the services provided under this Agreement.
2. The maintenance of such insurance does not relieve the Contractor of any responsibilities or obligations under this Agreement, including the indemnification obligations.
3. Contractor understands that their clients and potential clients may require Contractor to have insurance, the policy limits, and the type of coverage. 

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12. TERMINATION AND CONTINUATION OF PAYMENT OBLIGATIONS.

a) Termination.

1. This Agreement may be terminated by either party at any point in time and they may terminate this Agreement with or without cause. 
2. DFH has no duty to continue working with the Contractor until they find work and may terminate the Agreement with or without cause.  DFH shall not be required to provide a reason for terminating this Agreement. The notice period for termination shall be 7 days.
3. Notification of termination must be provided in writing. To provide notice, each Party shall send the notice to:

DFH

Contact: Ashley Copp

Email Address: contact@datafreelancehub.com

Contractor

Contractor will be contacted using the email provided when they signed up the DFH offerings. 

b) Continuation of Payment Obligations.

1. Upon termination of this Agreement, the Contractor's obligation to pay any outstanding fees to DFH for services rendered or obligations incurred up to the date of termination shall continue.
2. Additionally, the Contractor’s obligation to make payments shall continue for any revenue generated from roles or engagements that were initiated, sourced, or supported by DFH, even after the termination of this Agreement. This includes any ongoing revenue-based fees or other financial benefits accruing to the Contractor as a direct result of DFH services, irrespective of the termination of the contract.
3. This ongoing payment obligation reflects the continuing impact and benefit of DFH services to the Contractor and survives the termination of the Agreement. Specific terms of these ongoing obligations, including duration and calculation of fees, are as outlined in the payment terms of this Agreement.
4. The obligation to make these ongoing payments continues until all such accrued payment obligations are fully satisfied, as per the terms agreed upon in this Agreement.
5. The payments shall follow the payment schedule identified in Section 2 of this Agreement. 

c) Post-Termination Use of Assets

1. Upon termination of this Agreement, it shall be at the sole discretion of DFH to determine whether the Contractor may retain any assets, materials, or intellectual property created or shared as part of the services provided.
2. Should DFH require, the Contractor must promptly return or destroy all such materials as directed by DFH. 
3. Any continued use of these assets by the Contractor post-termination without explicit written consent from DFH will be considered a continuation of the terms of this Agreement. Accordingly, the Contractor will be subject to the same fee structure as outlined in this Agreement for such continued use.
4. This provision is intended to protect the proprietary rights and intellectual property of DFH and to ensure proper compensation for the ongoing benefits derived from such assets.

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13. INDEPENDENT CONTRACTOR STATUS AND IR35 COMPLIANCE.

a) Independent Contractor Status.

1. The Contractor is engaged as an independent contractor and is not an employee, partner, or co-venturer with the Service Provider (DFH).
2. The Contractor maintains full autonomy in determining how, when, and where the Services are performed, subject to the requirements of any specific project or agreement.
3. The Contractor is not subject to supervision, direction, or control by DFH in the manner of execution of the Services provided.

b) IR35 Compliance.

1. The parties acknowledge that this Agreement is intended to be compliant with the provisions of the IR35 regulations.
2. The Contractor is solely responsible for all taxes, withholdings, and other statutory, regulatory, or contractual obligations of any sort, including, but not limited to, those relating to income tax, National Insurance contributions, and workers' compensation insurance.
3. The Contractor acknowledges that they are operating as a separate business entity and, as such, are responsible for meeting all obligations as required by law for an independent business, including compliance with any IR35 obligations.
4. The Contractor confirms that they provide their services to multiple clients and that their engagement with DFH does not constitute their sole or main source of income, reinforcing their status as an independent business entity.

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14. WARRANTIES.

a) Contractor represents and warrants to DFH that (a) it has the full legal right, power and authority to enter into this Agreement and to perform the acts required of it under this Agreement, (b) the execution of this Agreement and performance of its obligations under this Agreement do not and shall not violate any other agreement to which it is a party, (c) there are no other agreement, law, or regulation, preventing Contractor from finding and accepting new work opportunity,  and (d) this Agreement constitutes the legal, valid and binding obligation of each Party when executed and delivered.

b) Contractor represents, warrants and covenants to DFH that (i) Contractor owns all right, title and interest in, or otherwise has full right and authority to permit the use of the Contractor Materials in accordance with this Agreement; (ii) the Contractor Materials do not infringe upon the rights of any third parties; (iii) the use of the Contractor Materials in delivery of the Services does not and will not violate the rights of any third parties; (iv) the Contractor Materials will comply with all Applicable Laws; and (v) the Contractor is and will continue to be in compliance with the terms of any applicable Data Protection Legislation and any other relevant data protection laws, legislation and regulation.

c) EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING ANY SERVICES, PERFORMANCE RESULTS, RETURN ON MARKETING INVESTMENT, DELIVERABLES, INFORMATION, CONTENT, PRODUCTS OR MATERIALS FURNISHED HEREUNDER, WHETHER EXPRESS OR IMPLIED.  SPECIFICALLY, DFH MAKES NO GUARANTEES OF CONTRACTOR OBTAINING EMPLOYMENT IN ANY CAPACITY THROUGH THE USE OF DFH’S SERVICES. 

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15. USE OF CONTENT FOR PROMOTIONAL PURPOSES.‍

a) Contractor agrees that DFH may use any reasonable portion of their Content (including images) or Story, at any time, throughout the world, and with no compensation paid to any party, for the purpose of social media use, advertisement, or sales promotion of the DFH Service. 

b) Contractor agrees that DFH may use general information regarding Contractor’s job search, and results, after retaining DFH with non-public discussions with third parties (for example, to demonstrate a Contractors successful use of DFH to obtain employment). DFH does not need to obtain written consent from Contractor before using any of Contractor’s Content or Story. 

c) DFH guarantees they will not use personally identifying information when using Contractor’s Content or Story without obtaining prior written consent from Contractor.

d) For the purposes of this Section 9 of this Agreement, Content and Story shall include, but is not limited to, contractors:

1. Job Position/Title
2. Story of their job search, including a before and after using DFH
3. Materials DFH created or modified for Contractor (with personally identifying informatin redacted)
4. Any social media content Contractor posted regarding their job search and/or DFH’s role in their job search. 
5. Images or videos taken while DFH was working with Contractor. I.e. videos, recordings, or photos taken of working sessions between a representative of DFH and the Contractor.

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16. DEFINITIONS OF ROLE SOURCING AND ASSISTANCE.

a) Role Sourced by DFH.

A role is considered to be sourced by DFH if it is identified and communicated to the Contractor by DFH, originates from the DFH job board or network, or is introduced through DFH channels or efforts.

This also includes any role that Contractor has applied for already but where Contractor requests that, or agrees that, DFH can send an additional application or advocate on behalf of Contractor directly with the recruiter(s)/decision maker(s).   .

b) Role Sourced by Contractor.

A role is deemed to be sourced by the Contractor if it is independently identified and pursued without initiation or introduction by DFH and comes from the Contractor’s existing network, contacts, or clients established before their engagement with DFH. 

c) Assistance in Securing the Role.

DFH Assistance (DFH Assisted Acquisition). A role is considered to have been won through DFH assistance include, but is not limited to, if DFH performs the following: 

1. The Contractor uses a CV that has been written or edited with the help of DFH.
2. The role is secured through channels such as LinkedIn after DFH has made edits or enhancements to the Contractor's LinkedIn profile.
3. The Contractor utilises any messaging, templates, or resources provided by DFH to help land the role.
4. The Contractor seeks and receives advice or strategy from DFH regarding the role, which they subsequently secure, regardless of whether the Contractor followed or implemented the advice or strategy.

d) Contractor's Independent Acquisition.

A role is considered independently acquired by the Contractor if, and only if:

1. The role is secured entirely through the Contractor's individual efforts, skills, and resources.
2. The acquisition process does not involve any form of support, resources, advice, or assistance from DFH. This includes, but is not limited to, CV editing, LinkedIn profile enhancements, use of messaging templates, and strategic advice.
3. There is no direct or indirect involvement or influence from DFH in the Contractor’s interactions, negotiations, or communications with the client, recruiter, or any party related to the role acquisition.

e) Mutual Acknowledgment.

1. Both parties shall mutually acknowledge and agree on the source of each role and the extent of DFH assistance in securing the role.
2. In instances of ambiguity or dispute regarding the source or assistance, both parties commit to good faith discussions for resolution based on the involvement and resources utilised in the role acquisition process.

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17. DELIVERY OF SERVICES.

a) Remote Delivery.

The parties acknowledge and agree that the services under this Agreement will be delivered remotely. This means that the physical location of DFH or its representatives will not impact the nature or quality of services provided.

b) Geographic Flexibility.

1. The services may be rendered from any geographic location, including but not limited to Spain. This flexibility in location is a fundamental aspect of the service delivery under this Agreement.
2. The Contractor acknowledges that the remote nature of the services allows DFH to provide support and resources from various locations globally, and this shall not affect the terms or quality of the services provided.

c) Technology and Communication.

1. Given the remote nature of service delivery, communication between DFH and the Contractor will primarily be conducted via electronic means, such as email, teleconferencing, and other digital communication platforms.
2. DFH shall ensure that appropriate technology and communication tools are used to effectively deliver the services and maintain regular contact with the Contractor. 

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18. DATA PROTECTION AND PRIVACY.

a) The collecting, storage, and handling of Contractor’s Data shall be subject to the Privacy Policy.

b) The parties agree to comply with all applicable data protection and privacy laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), in handling personal data.

c) Personal data obtained during the term of this Agreement shall be used solely for the purposes of fulfilling the obligations under this Agreement and shall not be shared with third parties without explicit consent.

d) Appropriate technical and organisational measures shall be implemented to ensure the security of personal data.

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19. CONFIDENTIALITY.

a) During the course of this Agreement and relationship, Contractor (“Receiving Party”) may come into possession of information related to the business of DFH (“Disclosing Party”) provided by Disclosing Party to the Receiving Party that is reasonably considered confidential, clearly marked as confidential, or is not available to the public (“Confidential Information”). 

b) The Contractor shall maintain the confidentiality of all proprietary information and Confidential Information received in the course of providing the Services and shall return all confidential materials upon termination of this Agreement.

c) Both parties agree to maintain the confidentiality of all proprietary information and Confidential Information exchanged during the term of this Agreement.

d) Confidential Information shall not be disclosed to third parties without prior written consent and shall be protected with the same degree of care as each party applies to its own confidential information. 

e) Should Receiving Party disclose DFH’s Confidential Information, they must notify DFH immediately and take steps to cure the disclosure. 

f) This confidentiality obligation shall survive the termination of this Agreement.

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20. MISCELLANEOUS.

a) Entire Agreement.

This Agreement taken together with the DFH Terms of Use constitutes the entire understanding and agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, or understandings, whether oral or written. Should there be any discrepancies with the Terms of Use and this Agreement, this Agreement shall control in areas where there is a discrepancy. 

b) Notices.

1. Any notices or communications required or permitted under this Agreement must be in writing.
2. Delivery of such notices shall be deemed effective when:

i) Sent by hand delivery to the address specified in this Agreement.

ii) Mailed by registered or certified mail, return receipt requested, to the address specified.

iii) Sent via email to the email address specified by each party. Email notice shall be deemed received upon the sender receiving a confirmation of receipt from the recipient or evidence of the email being opened by the recipient.

c) Governing Law and Jurisdiction.

1. This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation including non-contractual disputes or claims are governed by and construed in accordance with the laws of the United Kingdom.
2. The parties irrevocably agree that the courts of the United Kingdom shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation including non-contractual disputes or claims.

d) Dispute Resolution.

1. In the event of a dispute arising from or in connection with this Agreement, the parties will first attempt to resolve the matter amicably through negotiation. This shall include telephone conversations, letters sent via email attachment stating each sides position, and acting in good faith during negotiations. 
2. If the dispute cannot be resolved through negotiation within 30 days, the parties agree to submit the matter to mediation before resorting to arbitration.
3. The mediation will be conducted by a neutral third-party mediator agreed upon by both parties.
4. If mediation fails to resolve the dispute, either party may seek legal recourse through arbitration, of which each party shall bear its own costs. Should Contractor bring a frivolous or baseless claim, they shall be responsible for all Dispute Resolution and legal fees incurred by DFH defending against Contractor’s claim. 

e) Arbitration. 

1. If the Parties do not reach such solution within a period of 30 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration with the London Court of International Arbitration. The arbitration shall be administered in accordance with the London Court of International Arbitration rules found here, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be in the London, England and all proceedings shall be on the papers, or held by telephone and/or video conference as determined by the arbitrator. The arbitrator will be empowered to award damages in accordance with the limitations of liability set forth in this Agreement. The arbitrator shall have no authority to award punitive or other damages not measured by the prevailing party’s actual damages. The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrator’s fees, administrative fees, and out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees. 

f) Amendment and Waiver.

1. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
2. The failure of either party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to in writing.

g) Severability.

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, it shall not affect the other provisions of the Agreement, which shall remain in full force and effect.

h) Assignment.

Neither party may assign or transfer any of their rights or obligations under this Agreement without prior written consent from the other party, except that DFH may assign this Agreement in connection with a merger, acquisition, or sale of all or some of its assets.

i) Force Majeure.

Neither party shall be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond their reasonable control, such as natural catastrophes, governmental acts or omissions, laws or regulations, labour strikes, or communication system breakdowns.