Bundle Technologies Ltd ("Bundle IQ", "Company") registered in England and Wales.
[Contractor legal name] ("Contractor", "you"), a self-employed individual or limited company, as specified in the Terms of Reference.
This agreement creates a relationship of independent contractor, not employment. Nothing in this agreement constitutes or implies employment, a worker relationship, partnership, or joint venture between the parties.
As a contractor, you:
Where an engagement is determined to be inside IR35, Bundle IQ will deduct PAYE and National Insurance at source before payment. This will be stated in the relevant Terms of Reference before work begins.
The specific services, deliverables, rate, duration, and reporting arrangements for each engagement are set out in a Terms of Reference ("ToR"). Each ToR is issued separately, requires signature from both parties, and forms part of this agreement.
This agreement governs the overarching relationship. Each ToR governs the specific engagement. In the event of conflict between this agreement and a ToR, the ToR prevails for the matters it addresses.
Your day rate or project fee is set in each Terms of Reference. You invoice Bundle IQ on completion of each milestone or at the frequency stated in the ToR. Invoices must be submitted to finance@bundleiq.co.uk and include: your name or company name, invoice date, description of services, amount, VAT number if registered, and bank details.
Reasonable, pre-approved expenses are reimbursed at cost against receipt. Expenses not pre-approved in writing will not be reimbursed. Travel to buyer sites more than 25 miles from your registered address is reimbursable at HMRC approved mileage rates or standard rail fare (standard class).
You agree to provide services to a professional standard consistent with your stated expertise and experience. You will use reasonable skill and care in all work undertaken and comply with applicable professional standards in your category specialism.
All procurement activities, client communications, milestone records, and dispute documentation must be conducted through the Bundle IQ platform. Commercial agreements made outside the platform are not recognised for dispute resolution purposes.
You agree to comply with the Bundle IQ Contractor Code of Conduct at all times. The Code is provided as a separate document and forms part of this agreement.
When working with Bundle IQ clients, you represent Bundle IQ. You must not represent yourself as an employee of Bundle IQ, nor make commitments on Bundle IQ's behalf beyond the scope of your engagement. You must not disparage Bundle IQ, its platform, or its clients in any public or client-facing context.
Any work product, analysis, reports, documents, or other deliverables created specifically for a Bundle IQ client under a Terms of Reference vest in that client on payment of the relevant invoice, unless the ToR states otherwise.
Bundle IQ's platform, evaluation methodology, scoring frameworks, templates, and processes are the property of Bundle Technologies Ltd. You may use these in the course of your engagements but may not copy, adapt, or use them for any other purpose, during or after this agreement.
Any tools, frameworks, or methodologies you bring to an engagement that pre-exist this agreement remain your property. If you use pre-existing IP in client work, you grant the client a licence to use the output — not the underlying IP itself, unless specifically agreed.
Confidentiality obligations are set out in the separate Non-Disclosure Agreement, which forms part of this contractor pack. The NDA governs all confidential information and survives termination of this agreement for a period of five years.
For a period of 12 months following the end of any engagement under this agreement, you must not directly solicit, approach, or accept work from any Bundle IQ client you have interacted with in the course of that engagement, without Bundle IQ's prior written consent.
For the same 12-month period, you must not directly introduce, recommend, or facilitate work between Bundle IQ vendors you have worked with and any third party, if doing so would circumvent Bundle IQ's commercial relationship with that vendor.
This clause does not prevent you from working in procurement generally, for other platforms, or for clients who approach you independently and with whom you had no relationship through Bundle IQ. It is narrowly targeted at direct circumvention of specific Bundle IQ relationships.
You agree to comply with UK GDPR and the Data Protection Act 2018 in relation to all personal data you access through Bundle IQ engagements. Client data may only be used for delivering the contracted services. You must notify Bundle IQ immediately of any actual or suspected data breach.
You are responsible for maintaining professional indemnity insurance appropriate to your category of work, at a minimum of £500,000 per claim. Bundle IQ may request evidence of insurance cover at any time. Engagement may be suspended if evidence cannot be provided.
Bundle IQ's liability to you under this agreement is limited to unpaid fees under valid invoices. Neither party is liable for indirect, consequential, or loss of profit claims.
This agreement remains in effect until terminated by either party giving 14 days' written notice. Individual engagements are governed by their Terms of Reference, which may include different notice periods. Termination of this agreement does not affect active engagements, which continue under their ToR terms until completion.
Bundle IQ may terminate immediately in cases of material breach, fraud, or conduct that brings Bundle IQ into disrepute.
This agreement is governed by the laws of England and Wales. Disputes are subject to the exclusive jurisdiction of the courts of England and Wales.