Assignment means the temporary project which the Contractor undertakes for the Client;
Assignment Schedule means the document which is issued by Fusion confirming details of the Assignment, including any Special Conditions;
Best Industry Practice means the skill, diligence, prudence, foresight and judgment which would be expected from a highly skilled and experienced contractor engaged in the same type of undertaking under the same or similar circumstances, applying the best standards currently applied in their industry;
CIS means the Construction Industry Scheme;
Client means the person, firm, partnership, organisation, public sector body or company for which the Services are performed by the Contractor as specified in the Assignment Schedule;
Company means Fusion People Limited (Registered in England & Wales No. 04873626) of 2nd Floor, 3700 Parkway, Whiteley, Fareham, Hampshire, England, PO15 7AW;
Conduct Regulations means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;
Confidential Information means any and all confidential, commercial, financial, marketing, technical or other information of whatever nature relating to the Client or their business or affairs (including but not limited to all data, records, reports, agreements, software, programs, specifications, know-how, trade secrets and information) in any form or medium provided or disclosed to the Contractor in relation to the Assignment by the Client or by a third party on behalf of the Client whether before or after the date of this agreement;
Contractor means the limited company specified in the Assignment Schedule;
Contractor Fees means the Contractor Fees payable by Fusion for the Services;
Data means personal data and special/sensitive personal data within the meaning of the Data Protection Legislation;
Data Protection Legislation means (i) the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and/or the Relevant Jurisdiction then (ii) any successor legislation to the Data Protection Act 2018 or the GDPR insofar as they are applicable to the United Kingdom and/or the Relevant Jurisdiction;
Intellectual Property means all copyright, trademarks, database rights, design rights, patents and other intellectual property of any type existing anywhere in the world, whether capable of registration or not, together with any registration rights in the same where applicable;
IR35 Insurance means an insurance policy, on terms which are acceptable to Fusion, covering any legal costs and expenses arising as a result of a tax status investigation into the Contractor’s IR35 status and which provides an indemnity to Fusion and the Client in the event that either of them are found liable for PAYE tax, National Insurance and any associated penalties and interest arising in respect of the Assignment;
ITEPA means the Income Tax (Earnings and Pensions) Act 2003;
Losses means all losses, liabilities, damages, costs, expenses, claims (actual or threatened), Contractor Fees (including legal Contractor Fees) and charges;
Off Payroll Rules means Chapter 10 of Part 2 of ITEPA;
Online Assessment means a completed assessment in such form as may be acceptable to Fusion;
Opt Out means a written notice which has been given under Regulation 32(9) of the Conduct Regulations. Opted Out shall be interpreted accordingly;
Progress Report means a document or record, in a format acceptable to Fusion, which details the Services which have been provided during the period stated on such document;
Relevant Jurisdiction means the jurisdiction in which the Services are performed;
Reporting Obligations means the Employment Intermediaries reporting obligations under s716B of ITEPA;
Representative means the person who performs the Services on behalf of the Contractor including, where applicable, any Substitute;
Restricted Period means the 6 month period following termination of the Assignment;
Services means the work to be performed by the Contractor during the Assignment;
Small Undertaking means a company, undertaking or person which qualifies as small under sections 60A to 60F of ITEPA;
Special Conditions means any conditions which are specific to the Assignment as set out in the Assignment Schedule;
Status Determination means a written assessment from the Client as to whether the Assignment falls inside or outside IR35;
Subcontractor means a person or limited company to which the Contractor subcontracts the Services under clause 17;
Substitute means an alternative Representative appointed by the Contractor from time to time under clause 5.2.1; and
Tax means any income tax, National Insurance Contributions, social security deductions and similar statutory deductions and liabilities arising in the Relevant Jurisdiction.