Soundwire Ltd.
Terms of Engagement for Freelancers
Services
As an Audio Visual Equipment Installation Engineer, the Freelancer commits to delivering services of the highest quality and standards. The services include:
First Fix Installation: The Freelancer will conduct the initial installation, ensuring that all necessary infrastructure, such as conduit and cabling pathways, is correctly laid out according to industry standards and project specifications.
Second Fix Installation: Following the completion of first fix installation, the Freelancer will proceed with the second fix, which involves the installation and mounting of audiovisual equipment, including projectors, screens, speakers, control panels, and other hardware components, in accordance with manufacturer guidelines and project requirements.
Cable Terminations: The Freelancer will perform cable terminations with meticulous attention to detail, ensuring that all connections are properly crimped, soldered, or terminated using industry-approved methods. Emphasis will be placed on maintaining signal integrity, reliability, and longevity of cable connections.
Cable Installation: The Freelancer will meticulously install all cables, including audio, video, data, and power cables, adhering to best practices to minimise signal interference, electromagnetic interference (EMI), and cable strain. Cable routing will be organised, neat, and labelled for easy identification and troubleshooting.
Hardware Installation: The Freelancer will install audiovisual hardware components securely and aesthetically, considering factors such as weight distribution, load-bearing capacity, and aesthetic integration with the surrounding environment. All installations will comply with relevant safety regulations and standards.
Quality Assurance: Throughout the installation process, the Freelancer will conduct comprehensive quality assurance checks to verify that all equipment is functioning correctly, all connections are secure, and all installations meet or exceed industry standards and project specifications.
Documentation and Reporting: The Freelancer will maintain detailed documentation of the installation process, including as-built drawings, equipment lists, cable schedules, and test reports. Any deviations from the project plan or technical issues encountered will be promptly reported to the Client for resolution.
The Freelancer acknowledges that adherence to high-quality standards is paramount in all aspects of the installation process to ensure the long-term performance, reliability, and satisfaction of the Client.
Compensation
The Freelancer agrees to the following payment terms:
Day Rate: Determined at Application
Overtime Rate (Hourly): Time & a half
Saturday Rate: Time and a half
Sunday & Bank Holiday Rate: Double Time
Mileage: £0.45 / Mile (*Travel costs will only be reimbursed for jobs outside of the radius of Greater London.*)
The Freelancer shall submit an invoice for works completed every Friday. Soundwire Ltd.'s standard payment terms are thirty days from the submission of an invoice.
The Freelancer acknowledges that payment for services rendered shall be made in accordance with the rates specified above and subject to the terms outlined herein. Invoices must accurately reflect the services provided, including any applicable overtime, weekend rates, consumables and mileage expenses incurred.
By signing below, the Freelancer acknowledges their understanding and acceptance of the payment terms outlined in this Contract.
Intellectual Property
All work produced by the Freelancer, including but not limited to, deliverables, documents, and other materials, shall become the property of the Client upon full payment. The Freelancer agrees not to claim any intellectual property rights on the work produced.
The Freelancer acknowledges and agrees that all work produced, created, or developed by the Freelancer during the term of this Contract, including but not limited to deliverables, documents, designs, code, and any other materials (collectively referred to as the "Work Product"), shall be the exclusive property of the Client upon full payment for the Services rendered.
The Freelancer hereby assigns to the Client all rights, title, and interest in and to the Work Product, including all intellectual property rights such as copyrights, trademarks, trade secrets, and patents. The Freelancer agrees to execute any additional documents necessary to perfect the Client's ownership of the Work Product and to assist the Client in obtaining and enforcing intellectual property protections as requested.
Any pre-existing materials or intellectual property provided by the Freelancer for use in connection with the Services shall remain the property of the Freelancer or its respective owners, as applicable. The Client is granted a non-exclusive, royalty-free, perpetual, and irrevocable licence to use such pre-existing materials solely for the purpose of receiving the Services under this Contract.
The Freelancer warrants that the Work Product does not infringe upon the intellectual property rights of any third party and that they have the full right, power, and authority to assign such rights to the Client.
The Client acknowledges that the Freelancer may use the Work Product as part of their portfolio or for self-promotional purposes, provided that such use does not disclose any Confidential Information of the Client.
The provisions regarding ownership of intellectual property shall survive the termination of this Contract.
Confidentiality
The Freelancer agrees to maintain the confidentiality of any sensitive or proprietary information disclosed by the Client during the course of the project.
The Freelancer acknowledges and agrees that they may be exposed to confidential and proprietary information belonging to the Client and its clients during the course of providing services. The Freelancer understands that such information is of a sensitive nature and is vital to the business operations and interests of the Client and its clients.
Therefore, the Freelancer agrees to maintain strict confidentiality regarding all information disclosed by the Client and its clients, including but not limited to trade secrets, financial information, business strategies, customer data, and any other proprietary information.
The Freelancer shall not disclose, directly or indirectly, any Confidential Information to any third party without the prior written consent of the Client. Furthermore, the Freelancer shall take all necessary precautions to prevent unauthorised access to or disclosure of Confidential Information.
The Freelancer acknowledges that any breach of this confidentiality provision could result in irreparable harm to the Client and its clients. Therefore, the Freelancer agrees to comply with all non-disclosure requests of the Client and its clients, whether during the term of this contract or thereafter.
In the event that the Freelancer is required by law or legal process to disclose any Confidential Information, the Freelancer shall provide prompt notice to the Client to allow the Client an opportunity to seek a protective order or other appropriate remedy.
The obligations of confidentiality set forth herein shall survive the termination of this Contract and shall continue in full force and effect indefinitely.
Termination of Contract
This Contract may be terminated under the following circumstances:
Mutual Agreement: The Client and the Freelancer may mutually agree, in writing, to terminate this Contract at any time.
Breach of Contract: If either party breaches any material provision of this Contract and fails to remedy such breach within a reasonable period after receiving written notice from the other party, the non-breaching party may terminate this Contract immediately upon written notice.
Insolvency or Bankruptcy: If either party becomes insolvent, bankrupt, or enters into receivership or liquidation proceedings, the other party may terminate this Contract immediately upon written notice.
Non-performance: If the Freelancer fails to perform the Services in accordance with the terms of this Contract, including failure to meet project deadlines or quality standards, the Client may terminate this Contract upon written notice to the Freelancer.
Upon termination of this Contract, the Freelancer shall promptly return any property, materials, or confidential information belonging to the Client, and the Client shall pay the Freelancer for any Services rendered up to the date of termination in accordance with the payment terms specified in this Contract.
The termination of this Contract shall not relieve either party of any obligations accrued prior to the effective date of termination, including but not limited to payment obligations, confidentiality obligations, and indemnification obligations.
Indemnification
The Freelancer agrees to indemnify, defend, and hold harmless the Client, its affiliates, officers, directors, employees, and agents (collectively referred to as the "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:
1. Any breach of this Contract by the Freelancer, including but not limited to breaches of confidentiality obligations, intellectual property rights, or non-disclosure agreements.
2. Any negligent acts or omissions, misconduct, or wilful misconduct of the Freelancer or any person under the Freelancer's control.
3. Any claims or allegations by third parties arising from the Freelancer's provision of the Services, including but not limited to claims of infringement of intellectual property rights, defamation, or violation of privacy rights.
The Freelancer's indemnification obligations shall not apply to the extent that any claim arises out of the gross negligence or willful misconduct of the Client.
In the event of a claim or demand for which indemnification is sought, the Indemnified Party shall promptly notify the Freelancer in writing of such claim, provide the Freelancer with reasonable cooperation in the defense or settlement of such claim, and allow the Freelancer to control the defense or settlement of such claim; provided, however, that the Indemnified Party shall have the right to participate in the defense of such claim at its own expense.
The Freelancer shall not settle any claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.
The provisions regarding indemnification shall survive the termination of this Contract.
Governing Law
This Contract shall be governed by and construed in accordance with the laws of the United Kingdom.
Any disputes arising from or relating to this Contract, including disputes regarding its interpretation, validity, performance, or termination, shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.
The parties hereby irrevocably submit to the jurisdiction of the courts of the United Kingdom for the purpose of any legal action or proceeding arising out of or related to this Contract.
Entire Agreement
This Contract represents the entire agreement between the Client and the Freelancer and supersedes all prior or contemporaneous agreements and understandings.
Amendment
This Contract may only be amended in writing and signed by both parties.
