- DEFINITIONS
"Associated Employer"
has the meaning given to it in the Employment Rights Act 1996.
"Board"
the board of directors of the Employer (including) any committee of the board duly appointed by it.
"Business"
the business of providing legal, commercial or professional services, business support services or business advisory services as carried on
by the Employer or any Group Company and such other business as the Board may decide to carry on from time to time.
"capacity"
as agent, consultant, director, employee, owner, partner, member, shareholder or any other capacity.
"Confidential Information"
information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and
finances of the Employer or any Group Company for the time being confidential to the Employer or any Group Company and trade secrets including, without limitation, technical data and
know-how relating to the business of the Employer or any Group Company or any of its or their business contacts, including in particular (by way of illustration only and without limitation)
information concerning the finances, management or affairs of the Employer or any Group Company or its or their clients, prospective clients, referrers or suppliers, business, business model,
marketing or strategy plans, charge out rates, fixed fee pricing, pricing strategy, margin, recovery rates, commercial arrangements with other professional bodies, suppliers, intermediates or
referrers, details or lists of clients, targets or business contacts including contact names, correspondence or email addresses and telephone numbers, any information, data or knowledge
relating to costs, equipment, finances, expansion or contraction plans, lease or property information, information which has been supplied in confidence by clients, referrers or suppliers,
any information in respect of which the Employer or any Group Company is bound by an obligation of confidence to any third party and any other information gained during the course of the
Employment which is labelled as confidential, made known to the Employee to be confidential or which the Employee ought reasonably to know is confidential.
"Director"
any director of HM Legal Services Limited.
"Directors"
the directors of HM Legal Services Limited.
"Employer"
HM Legal Services Limited.
"Employment"
the Employee’s employment under this agreement.
"Employment Inventions"
any Invention which is made wholly or partially by the Employee at any time during the course of the Employment (whether or not during
working hours or using the Employer’s premises or resources, and whether or not recorded in material form).
"Employment IPRs"
Intellectual Property Rights created by the Employee in the course of the Employment (whether or not during working hours or using the
Employer’s premises or resources).
"Garden Leave"
any period during which the Employer has exercised its rights under clause 18.
"Group Company"
the Employer, its subsidiaries or holding companies from time to time and any subsidiary of any holding company from time to time.
"Incapacity"
any illness, injury, accident or other medical disorder or condition preventing the Employee from properly carrying out their duties.
"Intellectual Property Rights"
patents, rights to Inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, goodwill and the
right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, right to use and preserve
the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered
and including all applicants (or rights to apply) for and rights to be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar
or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Invention"
any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether
or not recorded in any medium.
"Partner"
any partner of HM Legal Services Limited..
"Partners"
the partners of HM Legal Services Limited.
"Potential Client"
any firm, company or person who, during the 12 months prior
to Termination had been identified as a target and in respect of which the Employer and/or Group Company had committed (or had resolved to commit) time and/or resource
towards securing that firm, company or person as a client of the Employer and/or Group Company and/or any firm, company or person with whom the Employer and/or Group
Company was in the process of negotiation with a view to that firm, company or person becoming a client of the Employer and/or Group Company and in either case with whom
the Employee had material involvement.
"Restricted Business"
those parts of the Business with which the Employee was involved to a material extent in the 12 months before Termination.
"Restricted Client"
any firm, company or person who, during the 12 months before Termination, was a client or supplier or referrer to the Employer and/or Group
Company or was in the habit of dealing with the Employer and/or Group Company with whom the Employee had contact or about whom they became aware or informed in the
course of the Employment.
"Restricted Person"
anyone employed or engaged by the Employer and/or Group Company who could materially damage the interests of the Employer and/or Group Company
if they were involved in any Capacity in any business concern which competes with any Restricted Business and with whom the Employee dealt in the 12 months before
Termination in the course of the Employment.
"Restricted Practice"
DTM Legal LLP, MSB Solicitors, Bermans Solicitors, Brabners LLP, Freeths Solicitors (Liverpool office), Taylor Wessing LLP (Liverpool office),
Napthens Solicitors (Liverpool office), JMW Solicitors (Liverpool office), DWF LLP (Liverpool office), Manleys Solicitors, Storrar Cowdry Solicitors, Cullimore Dutton
Solicitors, Joliffe & Co LLP, Russell & Russell Solicitors, Allington Hughes Solicitors, Knights 1759 PLC, Addleshaw Goddard LLP (Liverpool office), Morecrofts Solicitors,
Weightmans LLP (Liverpool office), Oliver & Co Solicitors, DLA Piper UK LLP, Hill Dickinson Liverpool LLP, Elite Conveyancing Solicitors, Jackson Lees Group Ltd
(Birkenhead office OR Liverpool office), RMNJ Solicitors, Kirwans Solicitors, Percy Hughes & Roberts Solicitors, Wilford Smith Solicitors and Aaron & Partners LLP any other
subsidiary or associated company, LLP or Partnership of the above listed entities.
"Restricted Referrer"
any firm, company or person who, during the 12 months before Termination, was a referrer or prospective referrer or was in the habit of referring
work to the Employer and/ or any Group Company and with whom the Employee dealt in the course of the Employment in the 12 months before Termination.
"Salary"
Solicitors Regulation Authority.
"Termination"
the termination of the Employee’s employment with the Employer howsoever caused, (including without limitation, termination by the Employer in
repudiatory breach of contract).
- APPOINTMENT, TERMS OF EMPLOYMENT AND QUALIFICATIONS
-
Subject to clauses 16 and 17, the Employer agrees to employ the Employee as . The Employment shall
commence be deemed to have commenced
on .
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The Employee’s duties which this job entails are set out in the job description attached. The job description may, from time to time, be reasonably modified as necessary
to meet the needs of the Employer’s business.
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The Employee’s job title or job description does not define or limit the Employee’s duties. The Employer reserve the right to change the Employee’s duties and/or the
Employee may be required to undertake other or additional duties to meet the needs and requirements of the Employer. The Employee must be flexible in the duties that they
undertake and carry out any duties that they are requested to do so, that fall within the Employee’s capabilities, or that they are requested to perform in order to meet
the needs and requirements of the Employer.
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The Employer reserves the right, when necessitated by the requirements of operational efficiency, to transfer the Employee to alternative work and it is a condition of
the Employment that the Employee does so when required. The Employee may be required to perform duties of a more senior or junior employee to meet the needs of the
Business. No adjustment to remuneration will be made as a result.
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No employment with a previous Employer counts as part of the Employee’s period of continuous employment with the Employer.
The Employee’s continuous employment began on .
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The Employee consents to the transfer of their employment under this agreement to an Associated Employer or Group Company at any time during the Employment.
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The Employee represents and warrants to the Employer that, by entering into this agreement or performing any of their obligations under it, they will not be in breach of
any court order or any express or implied terms of any contract or other obligation binding on them and undertakes to indemnify the Employer against any claims, costs,
damages, liabilities or expenses which the Employer may incur as a result if they are in breach of any such obligations.
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The Employee warrants that they are entitled to work in the United Kingdom without any additional approvals and will notify the Employer immediately if they cease to be
so entitled during the Employment.
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It is a condition of this agreement and continued employment that if the Employee is a qualified solicitor they must hold a valid and unrestricted Practising Certificate
at all times during the Employment and continue to be so qualified. The Employee shall immediately notify the Employer if they cease to hold a valid Practising Certificate
during the Employment, or become subject to any inquiry, investigation or proceeding that may lead to the loss of the qualification, restriction on their ability to
practice, or other sanction imposed by either the SRA or by the Solicitors Disciplinary Tribunal.
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The Employee must satisfy the criteria of any relevant regulator to hold office as a compliance officer, data protection officer, money laundering officer, insurance
mediation officer, or other office required by a law firm practice from time to time.
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It is an express condition of the Employment that the Employee holds and continues to hold a full valid UK driving licence where driving is required for the optimum
performance of the Employee’s duties. Any loss or restriction on the driving licence must be reported to HR immediately. Loss of the driving licence may put the
Employee’s continued employment at risk if the Employee is unable to make alternative arrangements to perform their duties which are entirely satisfactory to the Employer.
The Employee must provide their own vehicle to carry out offsite client and other external meetings, to be maintained in a clean and roadworthy condition with full and
comprehensive insurance, including for travel on business purposes. The Employer does not permit use of mobile telephones whilst driving on company business.
- PLACE OF WORK AND MOBILITY
-
The Employee’s usual place of work will be the Employer’s
office, currently situated at
but the Employee must work in any of the Employer’s other
offices or such other place within reasonable travelling distance which the Employer may reasonably require, including the Employee’s home.
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Subject to the Employer’s policy on hybrid working and/or home working (as amended from time to time) and any conditions attached thereto, the Employee may be entitled
to spend part of their normal weekly working hours working from their home. The Employee must ensure that HR have details of their up-to-date home address.
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The Employee confirms that they are not in breach of any covenant or agreement by doing work at their home.
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3.4 The Employee agrees to travel on the business of the Employer anywhere within the European Union but will not be required to work outside the UK for any continuous
period of more than one month.
- DUTIES
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The Employee must:
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unless prevented by Incapacity, devote the whole of their time, attention and abilities to the Business;
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faithfully and diligently exercise such powers and perform such duties as may from time to time be assigned to them by the Employer;
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do all in their power to promote, protect, develop and extend the Business;
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comply with all reasonable requests and instruction of the Employer; and
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consent to the monitoring and recording of any use that they make of the Employer's electronic communications systems for the purpose of ensuring that the
Employer's rules and procedures are being complied with and for legitimate business purposes;
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report their own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee of the Employer immediately on becoming aware of it;
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comply with any electronic communication systems policy that the Employer may issue from time to time;
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report any incident, accident, occurrence, illness or deterioration in health which occurs during the Employment;
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not use a mobile phone either hand held or hands free whilst driving on Employer business or whilst driving during working hours; and
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comply with any rules, policies and procedures set out in the Staff Handbook.
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not engage with any form of tax evasion nor become involved in Stamp Duty Land Tax (SDLT) avoidance schemes.
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complete any training required by the Employer and, if applicable, all training required by the SRA to maintain the Employee’s practising certificate.
- TO DEVOTE FULL TIME
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The Employee’s normal working hours are
;
am to
pm Monday to Friday inclusive with a one hour unpaid lunch break, subject to any
variation required in the normal course of business, or as otherwise agreed with the Employer.
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The Employee will further be expected to work such other hours as are required for the proper performance of the Employee’s duties or that the Employer feel are
necessary to meet the needs of the Business. No additional payment will be made in respect of additional hours worked. For the avoidance of doubt, although it is
a term of the Employee’s contract that the Employee will work additional hours when required, there is no obligation on the Employer to offer additional hours.
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Given the size of the business, it is a requirement of the Employment that the Employee is flexible as to days and/or hours worked and weekend and evening working
may be required. The Employee’s total working week, including any additional hours must not exceed the average of 48 hours in line with the Working Time Regulations
1998 unless the Employee has signed the appropriate Working Time Regulations “opt-out” form.
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The Employee must devote their whole time and attention to the Business.
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The Employee must not without the prior written consent of the Employer:
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engage or be concerned directly or indirectly in any business other than the Business or accept (including in a voluntary or honorary capacity) any office or
appointment;
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derive any benefit from the use of the name of the Employer, Employer Property or the business connections of the Employer;
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engage in any contract or commitment on behalf of the Employer, except under the name of the Employer;
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enter into any arrangement as a result of which the Employer may risk the loss of, or be made liable for, any sum or sums in respect of that transaction;
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give any guarantee or undertaking on behalf of the Employer in respect of any sum or sums in breach of the Employer’s policy on undertakings;
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except in the ordinary course of the Business, dispose of by loan, pledge, sale or otherwise any Employer property; or
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have any dealings with any person with whom or which the Employer have previously resolved not to deal.
- PROBATIONARY PERIOD
- The initial employment will be subject to a probationary period of up to six months. The Employer reserves the right to extend the probationary period. During the
probationary period the Employee’s performance and suitability for continued employment will be monitored.
- Either the Employee or the Employer may bring the Employment to an end during or at the end of the probationary period, for any reason and without full reference to the
Employer’s Disciplinary and Dismissal Procedure by giving one notice or payment in lieu of notice. The Employer’s Disciplinary and Dismissal Procedure
is non-contractual and is not binding in nature.
- At the end of the probationary period the Employee will be informed in writing if the probationary period has been successfully completed and the Employee should assume
that the probationary period is continuing until such written confirmation is received.
- SALARY
- The Employer will pay the Employee a fixed basic salary (accruing from day to day) at the rate of gross per year, payable in arrears by equal monthly instalments
on or
before the last working day of the month by money transfer to the Employee’s bank/building society account.
- The Employer shall be entitled to deduct from the Employee’s salary, during or upon Termination any money which the Employee may owe to the Employer. This may include
but is
not limited to:
- Any previous error or overpayment of wages or monies;
- Parking fines;
- Any other monies due to the Employer during the course of the Employment;
- Practising Certificate fees (pro rated) where reimbursement by any new employer is not possible;
- Sums outstanding under any training agreement; and
- The cost to replace mobile phones, laptops, or any equipment issued to the Employee or other Employer property and any costs for repairing any damaged equipment.
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Further, where it is found that monies are owed to the Employer by the Employee after payment of the Employee’s final salary payment they shall be immediately repaid by the
Employee (for the avoidance of doubt such repayments shall be recovered by the Employer as a debt and shall be free from any set off or cross claim).
- EXPENSES
- Subject to clause 10.2, the Employer agrees to reimburse the Employee for all reasonable expenses wholly, properly and necessarily incurred by them in the performance
of the Employment in the ordinary and proper conduct of the Business. Expenses must be submitted at the end of each calendar month on the approved expenses sheets,
signed as authorised by the Head of Department and passed through to the accounts department. Any expense over £50 must receive prior authorisation from the Employee’s
Head of Department (or the Employer’s Commercial Director if the expense relates to business development) before it is incurred.
- The Employee must complete the correct expenses forms and give the Employer VAT receipts or other appropriate evidence of payment of the claimed expenses. In the
absence of completion of the expense form or production of proper receipts, the Employer is not, subject to its discretion, obliged to reimburse any expenses.
- HOLIDAYS
- The Employer’s holiday year runs from 1st September to 31st August.
- Full time employees must take a minimum of 20 working days and may take a maximum of working days holiday in each holiday year (in addition to paid leave on
the eight statutory, bank or public holidays that fall in the holiday year) to be taken at a time when convenient to the Employer and approved in advance by the
Employee’s Head of Department. The Employer may require the Employee to take (or not to take) holiday on particular dates.
- The Employee must reserve one of their holiday days to be taken on Christmas Eve each year (or on another day decided by the Employer should this day fall on a weekend
or bank / public holiday in any given year). A further holiday day must be taken on the Employees’ birthday (or on the Friday or Monday either side of their birthday
if such day falls on a weekend in any given leave year, such date to be agreed between the Employee and their line manager). Should an Employees’ birthday and/or
Christmas Eve fall on a day which is a non-working day for the Employee (other than as mentioned above), that day’s holiday will be taken on an alternative day as
decided by the Employer. No more than two weeks holiday must be taken at any one time unless prior written permission is given by the Directors.
- The Employee cannot carry untaken holiday entitlement forward from one holiday year to the following holiday year unless a period of sickness absence or statutory
maternity, paternity, adoption, shared parental, parental or parental bereavement leave has prevented the Employee from taking their full holiday entitlement in the
relevant year. In cases of sickness absence, carry-over is limited to four weeks’ holiday per year less any leave taken during the holiday year just ended. Any
such carried over holiday which is not taken within 18 months of the end of the relevant holiday year will be lost.
- Part time workers holidays and entitlement to statutory, bank and public holidays will be pro-rated according to the number of days worked.
- In respect of any Employee who commences their employment during the holiday year the Employee’s holiday entitlement will be apportioned pro rata in accordance
with the number of weeks remaining in that holiday year.
- If on Termination the Employee has taken in excess of their accrued holiday entitlement, the Employer shall be entitled to recover from the Employee by way of
deduction from any payments due to the Employee or otherwise one day's pay calculated at 1/260th of the Employee’s salary for each excess day.
- The Employer shall not pay the Employee in lieu of accrued but untaken holiday except on Termination. Subject to clause 9.9 the amount of such payment in lieu
shall be 1/260th of the Employee’s basic salary for each untaken day of the Employee’s statutory entitlement under the Working Time Regulations 1998 for the
holiday year in which Termination occurs, and any paid holidays (including paid public holidays) taken shall be deemed first to have been taken in satisfaction
of that statutory entitlement. Christmas Eve leave and birthday leave are discounted from holiday entitlement when calculating accrued leave on Termination.
- If a party has served notice to terminate the Employment, the Employer may require the Employee to take any accrued but unused holiday entitlement during the
notice period. Any accrued but unused holiday entitlement shall be deemed to be taken during any period of Garden Leave under clause 18.
- During any continuous period of absence due to Incapacity of one month or more the Employee shall not accrue holiday and the Employee's entitlement under clause
9.3 for the holiday year in which such absence takes place shall be reduced pro rata save that it shall not fall below the Employee's entitlement under the
Working Time Regulations 1998.
- PENSION AND BENEFITS
- The Employer will comply with the employer pension duties in respect of the Employee in accordance with Part 1 of the Pensions Act 2008.
- A contracting-out certificate is not in force in respect of the Employment.
- The Employee may be entitled to certain benefits (subject to any rules applicable to the relevant benefit), as communicated to the Employee from time to
time. These benefits may be amended from time to time at the Employer’s sole discretion, without further notice to the Employee. A full list of the benefits
which apply to the Employees’ employment can be obtained from HR.
- The Employee will be entitled to take part in internal training courses which shall be delivered from time to time at the Employers’ discretion. Training
courses provided externally shall be considered on a case-by-case basis, along with any fees payable. There is no obligation on the Employer to make any
contribution to the cost of any external training course. Employees who wish to attend an external training course should outline a business case for
attendance to their Head of Department in the first instance.
- CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY
- The Employee acknowledges that in the course of the Employment they will have access to Confidential Information. The Employee has therefore agreed to
accept the restrictions in this clause 11.
- The Employee shall not (except in the proper course of their duties), either during the Employment or at any time after its termination (however arising),
use or disclose to any person, company or other organisation whatsoever (and shall use their best endeavours to prevent the publication or disclosure of)
any Confidential Information. This shall not apply to:
- any use or disclosure authorised by the Employer or required by law;
- any information which is already in, or comes into, the public domain other than through the Employee’s unauthorised disclosure; or
- any protected disclosure within the meaning of section 43A of the Employment Rights Act 1996.
- The Employee acknowledges that all Employment IPRs, Employment Inventions and all materials embodying them shall automatically belong to the Employer
to the fullest extent permitted by law. To the extent that they do not vest in the Employer automatically, then the Employee holds them on trust for
the Employer.
- The Employee acknowledges that, because of the nature of their duties and the particular responsibilities arising from the nature of those duties,
they have, and shall have at all times while employed by the Employer, a special obligation to further the Employer’s interests.
- To the extent that legal title in and to any Employment IPRs or Employment Inventions does not vest in the Employer as described in clause
11.3 the Employee agrees, immediately on creation of such rights and Inventions, to offer to the Employer in writing a right of first refusal
to acquire them on arm’s length terms to be agreed between the parties. If the parties cannot agree on such terms within 30 days of us receiving
the offer, the parties shall refer the dispute for determination to an expert who shall be appointed by joint instruction. The expert’s decisions
shall be final and binding on the parties in the absence of manifest error, and the costs of arbitration shall be borne equally by the parties.
The parties will be entitled to make submissions to the expert and will provide (or procure that others provide) the expert with such assistance
and documents as the expert reasonably requires for the purpose of reaching a decision. The Employee agrees that the provisions of this clause
11.5 shall apply to all Employment IPRs and Employment Inventions offered to the Employer under this clause 11.5 until such time as the Employer
has agreed in writing that the Employee may offer them for sale to a third party.
- The Employee agrees:
- to give the Employer full written details of all Employment Inventions promptly on their creation;
- at the Employer’s request any in any event on Termination to give the Employer all originals and copies of correspondence, documents,
papers and records on all media which record or relate to any of the Employment IPRs;
- not to attempt to register any Employment IPR nor patent any Employment Invention unless requested to do so by the Employer; and
- to keep confidential each Employment Invention unless the Employer has consented in writing to its disclosure by the Employee.
- The Employee waives all present and future moral rights which arise under the Copyright Designs and Patents Act 1988, and all similar
rights in other jurisdictions relating to any copyright which forms part of the Employment IPRs, and agrees not to support, maintain or
permit any claim for infringement of moral rights in such copyright works.
- The Employee acknowledges that, except as provided by law, no further remuneration or compensation other than that provided for in this
agreement is or may become due to them in respect of their compliance with this clause. This clause is without prejudice to the Employee’s
rights under the Patents Act 1977.
- The Employee undertakes to use best endeavours to execute all documents and do all acts both during and after the Employment as may, in the
opinion of the Employer, be necessary or desirable to vest the Employment IPRs in the Employer, to register them in the Employer’s name and
to protect and maintain the Employment IPRs and the Employment Inventions. Such documents may, at the Employer’s request, include waivers of
all and any statutory moral rights relating to any copyright works which form part of the Employment IPRs. The Employer agrees to reimburse
the Employee’s reasonable expenses of complying with this clause 11.9.
- The Employee agrees to give all necessary assistance to the Employer to enable it to enforce its Intellectual Property Rights against third
parties, to defend claims for infringement of third party Intellectual Property Rights and to apply for registration of Intellectual Property
Rights, where appropriate throughout the world, and for the full term of those rights.
- The Employee hereby irrevocably appoints the Employer to be the attorney in their name and on the Employee’s behalf to execute documents, use
the Employee’s name and do all things which are necessary or desirable for the Employer to obtain for itself or its nominee the full benefit
of this clause.
- COLLECTIVE AGREEMENTS
There is no collective agreement which directly affects the Employment.
- POST TERMINATION RESTRICTIONS
- In order to protect the Confidential Information, trade secrets, stable work force and business connections of the Employer or Group
Company to which they have had access as a result of the Employment, the Employee covenants with the Employer, (on its own behalf and as trustee
and agent for each Group Company) that they shall not:
- for six months after Termination solicit or endeavour to entice away from the Employer or any Group Company the business or custom of a
Restricted Client or Potential Client with a view to providing services to that Restricted Client or Potential Client in competition with
any Restricted Business;
- for six months after Termination solicit or endeavour to divert away from the Employer or any Group Company referrals or introductions from
a Restricted Referrer with a view to providing services to those referred clients, individuals or businesses in competition with any Restricted
Business;
- for six months after Termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or
engage in any Capacity or otherwise endeavour to entice away from the Employer or Group Company any Restricted Person;
- for six months after Termination, be involved in any Capacity with any Restricted Practice;
- for six months after Termination in the course of any business concern which is in competition with any Restricted Business, employ or engage or
otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result
of such employment or engagement;
- for three months after Termination, be involved in any Capacity with any business concern which is (or intends to be) in competition with any Restricted
Business;
- for six months after Termination be involved with the provision of services to (or otherwise have any business dealings with) any Restricted Client or Potential
Client in the course of any business concern which is in competition with any Restricted Business; or
- at any time after Termination, represent themself as connected with the Business and/or the Employer, or any Group Company in any Capacity, other than
as a former employee, or use any registered business names or trading names associated with the Employer or any Group Company.
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13.2 If at any time during the Employment, two or more Restricted Persons have left their employment, appointment or engagement with the Employer and/or Group
Company to perform Restricted Business for a business concern which is, or intends to be, in competition with any Restricted Business, the Employee will not at any
time during the six months following the last date on which any of those Restricted Persons were employed or engaged by the Employer and/or Group Company, be employed
or engaged in any way with that business concern under which the Employee will perform Restricted Business on the behalf of that business concern.
- Without prejudice to clause 13.1, if a Restricted Client or a Potential Client insists upon transferring their business with the Employee after Termination, and where
the Employee is acting in a new Capacity, the Employer and the Employee agree that any booked, instructed or pending work which is confirmed or delivered in the 12 month
period following Termination, shall be subject to a liquidated damages provision of 15% of the fee income of the planned and/or current or instructed work and/or
retainer, to be paid to the Employer within seven days of receipt of funds from the Restricted Client, or Prospective Client as the case may be.
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The restrictions imposed on the Employee by clauses 13.1 and 13.2 apply to the Employee acting:
- directly or indirectly; and
- on their own behalf or on behalf of, or in conjunction with, any firm, company or person.
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None of the Restrictions in clauses 13.1 and 13.2 shall prevent the Employee from;
- 13.5.1 holding an investment by way of shares or other securities of more than 5% of the
total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange or;
- being engaged or concerned in any business concern insofar as the Employee’s
duties or work shall relate solely to geographical areas where the business concern
is not in competition with any Restricted Business; or
- being engaged or concerned in any business concern, provided that the Employee’s
duties or work shall relate solely to services or activities of a kind with which the
Employee was not concerned to a material extent in the six months prior to
Termination.
- Each of the covenants in clauses 13.1 and 13.2 is intended to be separate and severable and shall be construed as separate covenants. If any of the restrictions shall be
held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.
- The periods for which the restrictions in clauses 13.1 and 13.2 apply shall be reduced by any period that the Employee spends on Garden Leave immediately prior to Termination.
- the Employee's employment is transferred to any firm, company, person or entity (New Employer) pursuant to the Transfer of Undertakings (Protection of Employment)
Regulations 2006 (SI 2006/246), the Employee will, if required, enter into an agreement with the New Employer containing post-termination restrictions corresponding
to those restrictions in this clause 13, protecting the confidential information, trade secrets, workforce and the business of the New Employer.
- The parties entered into the restrictions in this clause 13 having had the opportunity to be separately legally advised.
- The Employee acknowledges that any breach on the undertakings may cause loss or damage to the Employer and/or Group Company for which it may reasonably seek compensation
or injunctive relief from the Employee.
- If the Employee receives an offer to be involved in a business concern in any Capacity during the Employment, or prior to the expiry of the last of the covenants in
Clause 13, the Employee shall give the person making the offer a copy of this Clause 13 and shall tell the Employer the identity of that person immediately after accepting
the offer.
- The Employee will, at the request of the Employer and/or Group Company, enter into a separate agreement with any Group Company in which the Employee agree so be bound by
restrictions corresponding to those restrictions in Clause 13 (or such of those restrictions as may be appropriate as determined by the employer) in relation to that Group
Company.
- The Employee acknowledges and agrees that notwithstanding the personal contact between the Employee and the representatives of any person or company or agent who dealt with
the Employer and/or Group Company or who intended to deal with the Employer and/or Group Company, the relationship with those persons is one which exists with the Employer
and/or Group Company and is valuable to the Employer and/or Group Company and is capable of being damaged upon the termination of the Employment. For the purpose of permitting
the Employer to ensure, so far as possible, that any such damage is minimised, and so as to preserve the Employer’s goodwill after Termination the Employee agrees to undertake:
- not to inform or do anything to cause or allow to come to the notice of any person who dealt with or was intending to deal with the Employer that the Employee was
leaving the Employer’s Employment without the prior consent of the Employer (such consent not to be unreasonably withheld or delayed) and then only in terms agreed with the
Employer; and
- generally to co-operate with the Employer in complying with the instructions in securing the handover of the affairs of any person to any other employee designated by the
Employer in order to ensure that the Employer’s relationship with such person is preserved and that they continue to receive the service expected from the Employer.
- INCAPACITY
- If the Employee cannot work because of Incapacity, they must inform Head Office by contacting the Employee’s Head of Department and Human Resources as soon as possible
on the first day of absence and not later than 9.00 am on the first day. The Employee must telephone on their own behalf. Notification via email or text or by leaving
a voicemail message is not acceptable. The Employee must give an indication of the reason for the absence and how many days they anticipate being absent for and then
must liaise directly with their Head of Department to deal with continuity of work issues. The Employee must keep their Head of Department updated on a regular basis
to enable the Employer to make any necessary arrangements to cover the absence.
- If the Employee is absent for less than five working days, the Employee shall immediately on returning to work complete the Employer’s self-certification form in respect of
each day of absence.
- If the Employee is absent for more than five working days, the Employee must on the sixth day of absence provide the Employer with a Medical Certificate from a General
Practitioner stating the reason for absence. The Employee must medically certify all periods of absence over five working days on an ongoing basis.
- Subject to the Employee’s compliance with the Employer’s sickness reporting procedures, the Employee will be paid Statutory Sick Pay only during any period of absence and
the Statutory Sick Pay Rules in force at the time of the Employee’s absence will apply.
- The Employee must inform the Employer of the amount of any social security benefits they receive and the Employer may deduct this from the payments paid to them under this
clause.
- The Employer shall be entitled to review the Employee’s sickness record at any stage of absence and may dismiss the Employee on the grounds of such absence, in line with the
terms of the Employer’s Absence/Disciplinary Procedure.
- The Employee agrees, at the expense of the Employer, to submit to a medical examination by a registered practitioner nominated by the Employer (and shall provide blood,
urine or other like specimens for analysis if so requested). The Employee will authorise such medical practitioner to disclose and discuss with the Employer the results
of the examination and the matters, which arise from it so that the medical practitioner can notify the Employer of any matters, which might impair the Employee from
properly discharging their duties.
- If the Incapacity is or appears to be occasioned by actionable negligence, nuisance or breach of any statutory duty on the part of a third party in respect of which damages are
or may be recoverable, the Employee shall immediately notify the Employer of that fact and of any claim, compromise, settlement or judgment made or awarded in connection with
it and all relevant particulars that the Employer may reasonably require. The Employee shall if required by the Employer, refund to the Employer that part of any damages or
compensation recovered by the Employee relating to the loss of earnings for the period of the Incapacity as the Employer may reasonably determine less any costs borne by them
in connection with the recovery of such damages or compensation, provided that the amount to be refunded shall not exceed the total amount paid to the Employee by the Employer
in respect of the period of Incapacity.
- DISCIPLINARY & GRIEVANCE PROCEDURE
- The Employee is subject to the Employer's disciplinary and grievance procedures, copies of which are available on SOS. These procedures do not form part of the Employee's
contract of employment.
- If the Employee wants to raise a grievance, they may apply in writing to the Human Resources Department in accordance with the Employer's grievance procedure.
- If the Employee wishes to appeal against a disciplinary decision they may apply in writing to a Director in accordance with the Employer's disciplinary procedure.
- The Employer may suspend the Employee from any or all of their duties during any period in which the Employer is investigating any disciplinary matter involving the
Employee or while any disciplinary procedure against the Employee is outstanding.
-
During any period of suspension:
- the Employee shall continue to receive their basic salary and all contractual benefits subject to the terms of any benefit arrangement;
- the Employee shall remain bound by the terms of this agreement;
- the Employee shall ensure that their Head of Department knows where they will be and how they can be contacted during each working day (except during any periods
taken as holiday in accordance with clause 9);
- the Employer may exclude the Employee from their place of work or any other premises of the Employer; and
- the Employer may require the Employee not to contact or deal with (or attempt to contact or deal with) any employee, partner, consultant, client, customer or
other business contact of the Employer.
- NOTICE OF TERMINATION
- After satisfactory completion of the probationary period, the Employee is obliged to give the Employer one months’ notice in writing for the first four full
years of employment and thereafter, on additional week for each complete year of employment up to a maximum of 12 weeks in order to terminate this agreement.
- After satisfactory completion of the probationary period and subject to clause 17, the Employee is entitled to receive one months’ notice for the first four full
years of employment and thereafter, one additional week for each complete year of employment up to a maximum of 12 weeks from the Employer in order to terminate this
agreement.
OR
-
After satisfactory completion of the probationary period, the Employee is obliged to give the Employer two months’ notice in writing for the first eight full years of employment
and thereafter, one additional week for each complete year of employment up to a maximum of 12 weeks in order to terminate this agreement.
-
After completion of the probationary period and subject to clause 17, the Employee is entitled to receive two months’ notice for the first eight full years of employment and thereafter,
one additional week for each complete year of employment up to a maximum of 12 weeks from the Employer in order to terminate this agreement.
OR
-
After satisfactory completion of the probationary period, the Employee is obliged to give the Employer three months’ notice in writing in order to terminate this agreement.
- After completion of the probationary period and subject to clause 17, the Employee is entitled to receive three months’ notice from the Employer in order to terminate this agreement.
- ENDING THE EMPLOYMENT WITHOUT NOTICE
-
The Employer may also terminate the Employment with immediate effect without notice and with no liability to make any further payment to the Employee (other than in respect
of amounts accrued due at the date of termination) if the Employee:
- is guilty of any gross misconduct affecting the Business;
- commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful direction of the Employer;
- is, in the reasonable opinion of the Employer, negligent or incompetent in the performance of their duties;
- is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against them under the County Courts Act 1984;
- fails to account for, or pay over or refund any money received and belonging to the Directors or the Employer within 30 days after being so required by notice from the Directors;
- is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed) or
any offence under any regulation or legislation relating to insider dealing;
- ceases to hold a valid Practising Certificate or membership of any professional body necessary to perform their duties;
- fails or ceases to meet the requirements of the SRA or of the Court or of any regulatory body whose consent is required to enable the Employee to undertake all or any of their duties under
the Employment or are guilty of a serious breach of the rules and regulations of such regulatory body;
- becomes of unsound mind (which includes lacking capacity under the Mental Capacity Act 2005), or a patient under any statute relating to mental health;
- ceases to be eligible to work in the United Kingdom;
- is guilty of any fraud or dishonesty or acts in any manner which in the opinion of the Employer brings or is likely to bring the Employee or the Employer or any Group Company into disrepute or is materially adverse to the interests of the Employer or any Group Company;
- is in breach of the Employer's anti-corruption and bribery policy and related procedures; or
- is guilty of a serious breach of any rules issued by the Employer from time to time regarding its electronic communications systems; or
- is unable by reason of Incapacity to perform their duties under this agreement for an aggregate period of 13 weeks in any 52 week period.
-
The rights of the Employer under clause 17.1 are without prejudice to any other rights that the Employer might have at law to terminate the Employment or to accept any breach of this agreement by the
Employee as having brought the agreement to an end. Any delay by the Employer in exercising its rights to terminate shall not constitute a waiver of these rights.
- On termination of the Employment (however arising) or, if earlier, at the start of a period of Garden Leave the Employee shall:
- The rights of the Employer under clause 17.1 are without prejudice to any other rights that the Employer might have at law to terminate the Employment or to accept any breach of this agreement
by the Employee as having brought the agreement to an end. Any delay by the Employer in exercising its rights to terminate shall not constitute a waiver of these rights.
- On termination of the Employment (however arising) or, if earlier, at the start of a period of Garden Leave the Employee shall:
- provide a signed statement that they have complied fully with their obligations under this clause 17.3 together with such reasonable evidence of compliance as the Directors may request;
-
Where the Employee has been placed on Garden Leave, the Employer reserves the right to require that any property provided to the Employee as a contractual benefit shall be returned to the
Employer at the start of the Garden Leave period (or at any time during that period).
-
On Termination the Employee shall not be entitled to any compensation for the loss of any rights or benefits under any share option, bonus, long-term incentive plan or other profit sharing
scheme operated by the Employer or any Group Company.
- GARDEN LEAVE
- Following service of notice to terminate the Employment, or if the Employee purports to terminate the Employment in breach of contract, the Employer may place the Employee on
Garden Leave for the whole or part of the remainder of the Employment.
-
During any period of Garden Leave:
- the Employer shall be under no obligation to provide any work to the Employee and may revoke any powers the Employee holds on behalf of the Employer or any Group company’s behalf;
- the Employer may require the Employee to carry out alternative duties or to only perform such specific duties as are expressly assigned to the Employee, at such location
(including the Employee's home) as the Employer may decide;
- the Employee shall continue to receive their basic salary and all contractual benefits in the usual way and subject to the terms of any benefit arrangement;
- the Employee shall remain an employee of the Employer and bound by the terms of this agreement (including any implied duties of good faith and fidelity);
- the Employee shall ensure that their Head of Department knows where they will be and how they can be contacted during each working day (except during any periods taken as holiday in accordance with clause 9);
- the Employer may exclude the Employee from any premises of the Employer;
- the Directors may require the Employee not to contact or deal with (or attempt to contact or deal with) any employee, partner, consultant, client, customer or other business contact of the Employer;
- holiday accrual shall be limited to the Employees’ statutory entitlement under the Working Time Regulations 1998 (SI 1998/1833); and
- any accrued but unused holiday entitlement shall be deemed to be taken.
- PAY IN LIEU OF NOTICE
- The Employer reserves the right to make a payment in lieu of basic salary for all or any part of the notice period (Payment in Lieu). This provision, which is at the Employer's discretion, applies whether notice to terminate is given by the Employee or by the Employer.
- This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during their notice period
(or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not
include any element in relation to:
- any bonus or profit-related payments that might otherwise have been due during the period for which the Payment in Lieu is made;
- any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and
- any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made.
- The Employer may pay any sums due under clause 19.2 in equal monthly instalments until the date on which the notice period would have expired if notice had been given. The Employee shall be obliged to
seek alternative income during this period and to notify the Employer of any income so received. The instalment payments shall then be reduced by the amount of such income.
- The Employee shall have no right to receive a Payment in Lieu unless the Employer has exercised its discretion in clause 19.1. Nothing in this clause 19 shall prevent the Employer from terminating the
Employment in breach.
- Notwithstanding clause 19.1, the Employee shall not be entitled to any Payment in Lieu if the Employer would otherwise have been entitled to terminate the Employment without notice in accordance with
clause 17. In that case the Employer shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.
- NOTICES
- Notices by the Employee must be by letter addressed to the Employer at its principal place of business. Notices by the Employer must be by letter addressed to the Employee at their last known
address in Great Britain, save for any notice to terminate the Employment under the provisions of this agreement which may be delivered via email.
- The Employee must notify the Employer of any change in their principal place of residence, which at the date of this agreement is set out above.
- Any notice given by letter will be treated as being given at the time at which the letter would be delivered in the ordinary course of second-class post. Any notice delivered by hand will be
treated as being given upon delivery. In proving service by post it will be enough to prove that the notice was properly addressed and posted.
- This clause does not apply to the service of any proceedings of other documents in any legal action.
- DEDUCTIONS
The Employee hereby authorises the Employer to deduct from remuneration (which for this purpose includes but is not limited to; salary, pay in lieu of notice, commission, bonus, holiday pay and sick pay),
damage to company property, parking and other fines, practising certificate fees (pro rated), sums due under a training agreement, Disclosure Barring Service check fees (if the Employee fails their probationary
period), all and any debts howsoever arising, owed by the Employee to the Employer including but without limitation the balance outstanding of any loans (and interest where appropriate) advanced by the Employer
to the Employee and any items identified at clause 7.2.
- OVERPAYMENTS
- It is an Employee’s responsibility to check all payments received by way of wages, salary, etc. and payment of expenses and to check they have a lawful right to receive the payment. If an overpayment
or underpayment is discovered this should be notified immediately to the Head of Accounts. Any overpayment subsequently discovered is required to be repaid by the Employee who will be given the opportunity
to be consulted on the amount and the frequency of any recovery by the Employer.
- Acceptance of this agreement will amount to an agreement in writing for the Employer to recover all overpayments or outstanding loans to the Employee from the Employee’s salary or any termination payment
that may be due to be repaid to the Employer during the Employee’s Employment or at the termination date.
- GRATUITIES
The Employee shall not under any circumstances either directly or indirectly receive or accept for the Employee’s own benefit any commission, rebate, discount, gratuity or profit from any person, company or
firm having business transactions with the Employer or from any customer, potential customer, supplier, referrer or visitor of the Employer.
- DATA PROTECTION (GDPR)
- The Employer will collect and process information relating to the Employee in accordance with its Privacy Notice. The Employee is required to sign and date a copy of the Firm’s Privacy Notice, and return
to HR before commencing Employment.
- The Employee shall comply with the Employer’s Data Protection Policy when handling personal data in the course of the Employment including personal data relating to any employee, customer, client,
supplier or agent of the Employer or any Group Company. The Employee will also comply with the Employer’s IT and Communications Systems Policy and Social Media Policy.
- Failure to comply with the Employer’s Data Protection Policy or any of the policies listed above in clause 24.2 may be dealt with under the Employer’s Disciplinary Procedure and, in serious cases,
may be treated as gross misconduct leading to summary dismissal.
- The Employer’s systems enables the Employer to monitor telephone, email, voicemail, internet and other communications. In order to carry out its legal obligations as an employer (such as ensuring the
Employee's compliance with the Employer’s IT related policies), and for other business reasons, the Employer may monitor use of systems including the telephone and computer systems, and any personal use
of them, by automated software or otherwise. Monitoring is only carried out to the extent permitted or as required by law and as necessary and justifiable for business purposes.
- CHANGES TO TERMS OF EMPLOYMENT
The Employer reserves the right to make reasonable changes to the Employee’s terms of employment. The Employee will be notified in writing of any change as soon as possible and in any event within one month
of the change.
- RECONSTRUCTION AND AMALGAMATION
If the Employment is terminated at any time by reason of any reconstruction or amalgamation of the Employer, whether by dissolution, winding up or otherwise, and the Employee is offered employment with any
concern or undertaking involved in or resulting from the reconstruction or amalgamation on terms which (considered in their entirety) are no less favourable to any material extent than the terms of this
agreement, the Employee shall have no claim against the Directors or the Employer or any such undertaking arising out of or connected with the termination.
- STAFF HANDBOOK/OFFICE PROCEDURES MANUAL
Further details of the arrangements affecting Employment are published in the Staff Handbook/Office Procedures Manual, as shown on the Employer’s SOS System, and amended from time to time at the discretion
of the Employer. All revisions of the Staff Handbook/Office Procedures Manual will be notified to all Employees. These policies and procedures do not form part of the Employee’s terms and conditions of
Employment. The Employee shall comply with any rules, policies and procedures set out in the Staff Handbook/Office Procedures Manual. To the extent that there is any conflict between the terms of this
agreement and the Staff Handbook, this agreement shall prevail.
- ENTIRE AGREEMENT
- This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
- Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
- Nothing in this clause shall limit or exclude any liability for fraud.
- SEVERABILITY
If any provision of this agreement should be held to be invalid, it shall to that extent be severed and the remaining provisions shall continue to have full force and effect.
- GOVERNING LAW AND JURISDICTION
- This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation
shall be governed by and construed in accordance with the laws of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
- THIRD PARTY RIGHTS
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than a party to this agreement shall have any right to enforce any of its terms.