CONTRACT FOR SERVICES

PARTIES
This is an agreement made between: Universal Courier Logistical Services Ltd (the Company) of 149 Willenhall Road, Wolverhampton, WV1 2HR, and (the Contractor) of

This agreement will commence on

PURPOSE
This Agreement sets out the terms on which the Company appoints the Contractor to undertake the agreed Services. This Agreement is a contract for services and not a contract of employment. No term within this Agreement is intended to infer an employment relationship between the Company and the Contractor. As such, the Contractor is not entitled to any employment rights in respect of any period of appointment. The Contactor will not therefore receive, for example, paid leave of absence in relation to annual leave or sickness. The purpose of The Contractor will at all times represent him/herself as an independent contractor in business on his/her own account and is not part and parcel of the Company. The Contractor shall not represent him/herself as an employee of the Company. From time to time in accordance with the provisions of the Contract for Services: -

• Multi Dropping Service

• Long Distance Service

• Same Day Service

• Ad-Hoc Service

PROVISION OF WORK
The Contractor is not obliged to undertake work at a different site or location from that verbally agreed between the parties at the beginning of the Contract. The Contractor may at his/her absolute discretion agree to undertake works at a different location from that originally agreed but reserves the right to renegotiate the contract price. The Contractor will work under his/her own direction and control for the period of appointment. Notwithstanding this, the Contractor will comply with reasonable requests from the Company.

OBLIGATION FOR WORK
The Contractor agrees on his/her own part and on behalf of any delegates as follows. The Company should not expect the Contractor to provide him or her with work on a continuous or ongoing basis. The Company will only be given work as and when the Contractor chooses and when work becomes available that is felt to be suitable for the Company. Specifically, the parties agree that they do not wish to imply or create any mutuality of obligations whatsoever. Not to engage in any conduct detrimental to the interests of the Company which includes any conduct tending to bring the Company into disrepute or which results in the loss of custom or business. To furnish the Company with any progress reports as may be requested from time to time. The Contractor may advertise their services on and off site and sign-write their own vehicles and equipment in any way the Contractor sees fit without any objection by the Company.

AVAILABILITY FOR WORK
When the Company offers the Contractor work, the Company may accept it or refuse it as the case may be. Any refusal to accept work will not preclude the Contract being offered further work when another opportunity arises. No mutuality of obligation is created under this contract.

The Contractor has the unfettered and unlimited right, at his/her absolute discretion, to send a another suitably qualified substitute or delegate to perform the works or to hire assistance to complete the works if and when the relevant checks are completed to undertake service at the site. The agreement of the Contractor is not required in any circumstances, nor does notice of sending a substitute or delegate or hired assistance need to be given to the Contractor. In the event that the Contractor sends a substitute or delegate or hires assistance, the Contractor will be solely responsible for the payment and control of the substitute or delegate or hired assistance and the Contractor will have no legal, contractual or financial relationship with such substitute or delegate or hired assistance.

The Contractor may undertake work for any other organisation at any other organisation at any time, whether before, during or after this contract for services, and the undertaking of such work will not preclude the Company offering the Contractor additional assignments as and when they become available. The Company acknowledges and agrees that the Contractor cannot give the Company any priority over any other Company.

The Contractor may advertise his/her services on and off site and sign-write his/her own vehicles and equipment in any way he/she sees fit without any objection by the Company.

DIRECTION AND CONTROL
The Contractor will not work under the discretion and control of the Company and is free to use his/her initiative in completing the agreed works. The Contractor will have flexibility with regard to hours worked on site and is not obliged to seek permission to leave a site at any time, but will nonetheless assist the Company by making all reasonable attempts to work within agreed overall deadlines.

In addition, the Contractor is expected to observe Health and Safety Regulations regarding working hours and to comply with any required procedures for site security or recording attendance for the specific purposes of Health and Safety legislation or other site operational requirements.

The Contractor acknowledges that he/she is in business on his/her own account and is not part of the Company. The Contractor will at all times represent himself/herself as an independent Contractor and will in no circumstances represent or hold himself/herself out as a servant, employee or worker of the Company.

TOOLS AND EQUIPMENT
The Contractor will provide materials, plant, tools and equipment only where specifically agreed in writing by the Company. The parties recognise that this Agreement is essentially a contract for services in respect of labour only and that the Contractor has used his/her commercial judgement in recognising the materials, plant, tools and equipment can be sourced more economically by the Company or their client.

LOANS
Where a Contractor Loan Agreement is in place between the Contractor and the Company, the Contractor agrees to pay the balance of the Loan by way of monthly instalments which will be repaid from the Contractor's invoiced amounts, commencing with the first invoice payment after the date of this Agreement and continuing with each invoice payment until this Agreement terminates.

PAYMENT
The contract price will be negotiated and agreed by the parties on a verbal basis from time to time. Written tenders are not required. Both parties are obliged to honour any agreed price. Payments are made on submission of an invoice for works undertaken prepared by the Contractor. The Contractor will, if requested by the Company, supply a specimen of his/her business stationery and business card for the Company's record.

Payment will only be made to the Contractor for full assignments completed.

Please see below Rate Card for reference:

DAY RATE INC BOYD: £120.00 STANDARD - £65.00 MFN

DPMO: £5.00 - £20.00 - £25.00

AD Payments: £35.00 Rescue 2 - £70.00 Rescue 4 - £110.00 Rescue 6

Induction Pay: £80.00 Daily

Fuel: 100%v of Amazon Rate

The Contractor will not be entitled to receive any payment in respect of holidays, bank holidays, sickness, or in respect of any other reason for absence.

The Contractor will not be entitled to any payments for cancelled works or where a site is closed due to inclement weather.

The Contractor is not entitled to receive any benefits from the Company or to partake in any pension run by the Company.

Payments are made strictly in accordance with the above and there will be no payments due during periods when no work is provided.

The Contractor accepts the legal risk in respect of public liability and will therefore arrange necessary cover and pay associated premiums which will include Hire Reward, Goods and Transport insurance up to £25,000 and Public Liability insurance up to £5,000,000. The Contractor will be responsible for providing his/her own personal safety equipment and that for any substitute or delegate or hired assistance. The Contractor will be responsible for bearing the costs of acquisition and maintenance of transport, appropriate hand tools, and the expenses of accountancy fees, business stationery and any other incidentals of being in business on one's own account.

The Contractor accepts 100% full responsibility for any damages/loss or theft of their vehicle and the goods contained within their assignment or vehicle.

TAX AND N.I. ARRANGEMENTS
The Contractor is entirely responsible for his/her own tax and National Insurance arrangements.

EQUAL OPPORTUNITIES
The Contractor recognises that discrimination is unacceptable and equality of opportunity is a feature of the Company's practices and procedures and the Company operates a formal equal opportunities policy. Breaches of the policy will lead to investigation and, if appropriate, further action.

The aim of the policy is to ensure no person is discriminated against either directly or indirectly on the grounds of race, colour, ethnic or national origin, religion and belief, sex, marital status, sexual orientation, gender reassignments, age or disability.

The Company maintains a neutral working environment in which no person feels threatened or intimated. The Contractor is obliged not to act in a discriminatory fashion towards the Company's employees, workers or other Sub-Contractors.

The Company will endeavour, through appropriate training, to ensure that Managers making selection decisions will not discriminate, whether consciously or unconsciously, in making these decisions and that adopt a consistent, non-discriminatory approach to the selection of Sub-Contractors.

HEALTH AND SAFETY
The Contractor should take all reasonable measures to safeguard their own health and safety and that of any other person who may be affected by their actions. The Contractor must provide his/her own liability insurance where appropriate.

CONFIDENTIALITY
It is likely that, during the appointment, the Contractor will obtain knowledge of sensitive Company information including but not limited to its business strategy, trade secrets and financial affairs. In order to protect such information, and without prejudice to every other duty to keep secret all information given to it or gained in confidence, the Contractor agrees on his/her own part and on behalf of his/her delegates as follows:

(a) Not at any time whether during the appointment or after its termination to disclose to any person or to make use of any of the trade secrets or confidential information of the Company, unless this has been expressly authorised by the Company. The Contractor should seek this express authorisation before any such disclosure.

(b) Not at any time to make any copy, abstract, summary or précis of the whole or any part of any document or other material belonging to the Company except when required to do so in the course of his/her duties in which event any such item shall belong to the Company as appropriate.

(c) Not at any time after the termination of this Agreement use or procure the use of the name of the Company in connection with his/her own or any other name in any way calculated to suggest that he/she continues to be connected with the business of the Company or in any way hold himself/herself out as having such connection.

DATA PROTECTION
The Contractor will act as a Data Processor as defined by data protection legislation being the General Data Protection Regulation, the Data Protection Act 2018, on behalf of the Company in regard to the processing of Personal Data, including without limitation in relation to Clients and Special Categories of Personal Data (terms which are defined by data protection legislation). The Contractor shall read the Annex in relation to data processing activities.

The Company collects and processes certain types of data about the Contractor and does so in line with data protection legislation. The Contractor shall read the Company's Privacy Notice for Contractors which is attached to this document for more information about the types of data processed and the reasons for the processing.

STANDARDS OF PERFORMANCE AND CONDUCT
If the Contractor's standards of performance and conduct cause dissatisfaction, action may be taken, their services may be terminated and they may not be requested to undertake further assignments. The Contractor at his/her own cost or in his/her own time will remedy any defective work by the Contractor or his/her substitutes, delegates or hired assistance.

TERMINATION
Either party, for whatever reason can immediately terminate this contract for services and no notice is required to be given.

UCLS retain the right to terminate your services immediately for the following reasons:

• Theft

• Failed Drug and Alcohol Test

• Aggressive or Inappropriate Behaviour

• Refusal to Provide a DA Sample

• Breaking Any of the Clauses Agreed in this SLA

The Company and Contractor agree and intend that the period of time covered by each individual assignment for contact works represents the commencement and termination of an individual contract for services, and that a new contract for services will commence on the next occasion contract works are undertaken.

Upon the termination of this Agreement for whatsoever reason, the Contractor will deliver up to the Company or its authorised representative all keys and any ID/entry card, documents, account records and any other papers which may be in his/her possession, custody or control and which are the property of the Company or which otherwise relate in any way to the business or affairs of the Company.

AGREEMENT
This contract contains the entire Agreement and understanding of the parties relating to the subject matter of this contract and extinguishes all previous Agreements between the parties relating to the subject matter hereof.

SEVERABILITY
If any provision of this contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this contract shall continue in full force and effect as if this Agreement had been signed with the invalid, illegal or unenforceable provision eliminated.

LAW AND JURISDICTION
This contract is governed by the laws of England and Wales and the parties submit to the jurisdiction of the courts of England and Wales.

I acknowledge receipt of this Agreement and confirm acceptance of the terms and conditions contained therein.

DATA PROTECTION AGREEMENT
To ensure compliance under the Act, and in recognition of the relationship of the parties of Data Controller and Data Processor, the Contractor will comply with the provisions set out in this Annex.

In this Schedule the following expressions will have the following meaning unless inconsistent with the context:

"the legislation" - The General Data Protection Regulation and the Data Protection Act 2018

"the Company" - Universal Courier and Logistical Services Ltd t/a UCLS Ltd

"the Contract" - The Contract for Services of which this Annex forms a part.

"the Services" - The services to be provided by the Contractor to the company under the Agreement

"Personal Data" - As defined in the legislation

"Special Categories of Personal Data" - Personal Data which relates to an individual's race, ethnic origin, political or religious beliefs or opinions, physical or medical health or condition, membership of a trade union and sexual life. It also includes any offences or alleged offences committed or legal proceedings.

"Data" - Personal Data and Special Categories of Personal Data.

CONTRACTOR'S OBLIGATIONS

1.1 The Contractor will process the Data for the purpose of providing the Services or on any other instructions from the Company and not further or otherwise. The Contractor will at all times process Data in accordance with the legislation and will not contravene any statute, regulation or generally accepted code of good practice in providing the Services to the Company.

1.2 The Contractor will keep the Data confidential, and ensure that appropriate technical or organisational measures are in place to protect against the unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.

1.3 The Contractor will maintain complete and accurate records to enable the Company to satisfy itself of the Contractor's compliance with paragraph 1.2 above.

1.4 The Contractor will not allow any third party access to, or use of, the Data without prior written consent of the Company. However, if the Contractor appoints any third party, or any other agent, contractor, to which Data will be disclosed to enable the third party to perform its appointment in relation to the relevant Data Subject(s), the third party shall be bound (in advance) by equivalent written terms (also directly enforceable by the Company) to the terms set out in this Schedule, and/or terms as advised by the Company from time to time. The Contractor shall not appoint any sub-processor of data otherwise.

1.5 The Contractor will not, and shall procure that all relevant third parties will not, process Data outside of the European Economic Area without the prior written consent of the Company.

1.6 The Contractor will co-operate as far as is reasonable with the Company in complying with any subject access request and/or responding to any enquiry made, or investigation or assessment of processing initiated by the Information Commissioner in respect of Data. The Contractor will immediately notify the Company if any individual asks for access to Data, or if contacted by the Information Commissioners Office in relation to the Data.

1.7 The Contractor will comply with the Company's Data Protection policies in all respects, including provisions relating to data retention.

1.8 The Contractor will at all times comply with any instruction given by the Company regarding Data, including in relation to Data Subject rights on erasure, restriction etc.

1.9 The Contractor will notify the Company without delay upon discovery of a Data breach and will comply with all reasonable requests from the Company with regard to investigation and other actions to be taken as a result of the discovery.

1.10 The Contractor will only keep Data at the Company premises or as otherwise agreed in writing with the Company from time to time.

1.11 The Contractor will not use for his own advantage of any third party, or disclose to any third party, any Data which comes into his possession as Contractor unless this is necessary for the purpose for which the Contractor has been provided the Data in their capacity as Contractor. The Contractor is not restricted from disclosing to a Court or other body having similar authority or pursuant to Government or other regulations (if any) any Data which the Contractor is compelled to disclose to such a body.

CONTRACTOR'S OBLIGATIONS

2.1 The Contractor understands that the obligations set out in this Schedule will remain binding on the Contractor notwithstanding termination of the Contract.

2.2 Except as required for performance of the Contract and consideration of the particular matter in question, the Contractor will not retain any copy, abstract, précis or summary of any of the Data.

CONTRACTOR'S OBLIGATIONS

3.1 Information must only be processed by computer in accordance with the Company's IT policies notified by the Company to the Contractor, from time to time.

3.2 Paper documents containing Data including printouts must be locked away in secure filing systems when not in use.

3.3 Paper documents that are no longer required for the genuine needs of the Contractor should be destroyed securely (especially paper documents with special categories of Personal Data), preferably by way of shredding before disposal.

3.4 Discretion must be exercised where Data is processed. Access to any area holding Data or where it is being processed or in view must be restricted. Equipment used such as computers shall be located so screens and/or other means of viewing Data are kept away from areas of public view, such as windows.

3.5 Reasonable measures must be taken to ensure that no authorised person is able to read processed data.

3.6 Data must not be sent by electronic mail without first obtaining prior written approval from the Company.

3.7 On termination of the Contract, all Data must be returned to the Company (whether in whole or part) unless instructed otherwise by the Company and documents or other media (including external memory devices) containing Data returned to the Managing Director.

3.8 The Contractor agrees to indemnify the Company in respect of all and any loss, damage, liability, costs and/or expenses suffered by the Company from any direct or indirect breach or negligent performance or failure in performance by the Contractor of the terms of this Annex.

CONTRACTOR'S OBLIGATIONS
Data to enable the Contractor to provide the courier services under his/her contract for service

TYPES OF PERSONAL DATA
Contact details of the Company's customers (including names, addresses and contact numbers)

CATEGORIES OF DATA SUBJECT
Customers of the Company

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GDPR SUPPLIER PRIVACY NOTICE

Data Protection Officer: Rajeev Sharma

UCL Services Ltd (the 'Company') collects and processes personal data relating to its contractors/sub-contractors, service providers/suppliers/drivers to manage the provision of services relationship. The Company is committed to being transparent about how it collects and uses that data and to meeting its data protection obligations.

What Information Does the Company Collect?
The Company collects and processes a range of information about you. This includes:

• your name, address and contact details, including email address and telephone number, date of birth and gender

• the terms and conditions of your service provision

• details of your skills, experience and previous service provision, if applicable

• details about your driving licence including eligibility to drive in the UK and the existence of any endorsements or penalty points

• information about your remuneration

• details of your bank account and national insurance number

• details about your taxation and VAT status in addition to your personal UTR

• information about your nationality and entitlement to work in the UK

• information about your criminal record

• details of your schedule of availability and services provided

The Company may collect this information in a variety of ways. For example, data might be collected through your service application forms; obtained from your passport or other identity documents such as your driving licence; from forms completed by you at the start of or during your application to provide services; or from correspondence with you.

In some cases, the Company may collect personal data about you from third parties and information from criminal records checks permitted by law. All of which will be sought with your consent only.

In order to facilitate your remuneration, data will be stored in a range of different places, including in your payment reconciliation file, in the Company's IT systems (including the Company's email system) or passed to a nominated 3rd party payment provider to facilitate your payments.

Why Does the Company Process Personal Data?
The Company needs to process data to enter into a contract for services with you. For example, it needs to process your data to provide you with a contract of services and to remunerate you for the services you provide.

In some cases, the Company needs to process data to ensure that it is complying with its legal obligations. For example, it is required to check a service provider's right to work in the UK and to comply with health and safety laws.

Where the Company processes other special categories of personal data, such as information about ethnic origin, sexual orientation or religion or belief, this is done for the purposes of equal opportunities monitoring. Data that the Company uses for these purposes is anonymised or is collected with your express consent, which can be withdrawn at any time. Service providers are entirely free to decide whether to provide such data and there are no consequences of failing to do so.

Who Has Access to Data?

Your information may be shared internally, including with members of the DSP management and and/or resource team (including payroll), your point of contact (POC) or account manager, at the location where you provide your services.

The Company shares your data with third parties in order to obtain pre-service provision references from other companies and obtain employment background checks from third-party providers. The Company also shares your data with third parties that process data on its behalf, in connection with the recording of the services you have provided during any given period, to assist in the calculation of your remuneration in the general context of the services you provide. In those circumstances the data will be subject to confidentiality arrangements. The third parties concerned are as follows (3rd parties in this category must be listed below):

• Amazon

• Abbot (Alere)

• Accurate

• DVLA

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Your Rights

As a data subject, you have a number of rights. You can:

• access and obtain a copy of your data on request;

• require the Company to change incorrect or incomplete data

• require the Company to delete or stop processing your data, for example where the data is no longer necessary for the purposes of processing; and object to the processing of your data where the Company is relying on its legitimate interests as the legal ground for processing.

If you would like to exercise any of these rights, please contact:

Data Protection Officer (DPO): Rajeev Sharma

If you believe that the Company has not complied with your data protection rights, you can complain to the Information Commissioner.

What If You Do Not Provide Personal Data?

You have some obligations under your service provision contract to provide the Company with data. In particular, you are required to provide details with regards to you Right to Work in the UK, your driving licence status and details relating to your self-employed status, i.e. UTR and VAT registration details.

Certain information, such as contact details, your right to work in the UK and payment details, have to be provided to enable the Company to enter a contract for services with you. If you do not provide other information, this will hinder the Company's ability to administer the rights and obligations arising as a result of the service relationship efficiently.

Retention Periods

How long will we keep your personal information? We always have your best interests at heart and your personal information will not be retained by the Company for longer than necessary in relation to the purposes for which it was originally collected, or for which it was further processed, subject to certain legal obligations mentioned below.

We will retain personal data in accordance with our data retention policy, set out below. We review our data retention periods for personal information on a regular basis.

We hold personal information relating to:

Supplier Resourcing

• Successful Supplier – Retained for 2 year after no longer providing services

• Unsuccessful Supplier–Immediately destroyed

DVLA Compliance

• Suppliers – Retained for 2 year after no longer providing services

Accurate CRBs

• Suppliers – Retained for 2 year after no longer providing services

Van Insurance

• Suppliers – Retained for 3 years after no longer providing services

We are legally required to hold some personal information to fulfil statutory obligations, for example Right to Work or to support certain financial transactions, i.e. HMRC required records. These will typically be retained for a maximum period of 6 years +1 day.

We will also hold information about your details so that we can respect your preferences for being contacted by us. For data quality purposes we will analyse your data to ensure we do not have multiple versions of information on the same person on our database.

The law allows you to withdraw your consent to any particular usage of your data, at any time without needing to specify a reason.

You can withdraw your consent by emailing our Data Protection Officer on info@uclservices.co.ukAutomated Decision-making

Service provider eligibility decisions are not based solely on automated decision-making.

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