STANDARD TERMS AND CONDITIONS OF EMPLOYMENT

1. Introduction
These Standard Terms & Conditions of Employment (Standard Conditions) together with the
Employee’s Letter of Offer (Letter of Offer) and Job Description set out the terms and conditions
of the Employee’s employment with the Employer (the Agreement).

2. Definitions
2.1 “Confidential Information” includes (but is not limited to) the Employer’s and its Related Entities’
trade secrets; Intellectual Property; confidential know-how; policies, systems and protocols;
information about the business and its affairs such as pricing and fee information, marketing or
strategic plans, commercial and business plans, financial information and data, and
operational information and methods; methodologies and supporting documentation; software
products, manuals and associated tools; commercial information in relation to current and
prospective operations; information about suppliers, dealers, clients or customers such as their
specific requirements, arrangements and past dealings; client lists, customer lists, supplier lists,
dealer lists;; business cards and diaries, calendars or schedulers; reports; working papers;
training manuals; equipment; computer information and programs; personal and financial
information of which the Employee becomes aware, and all other information obtained from
the Employer or obtained in the course of Employee’s employment, that is by its nature
confidential.
2.2 “Intellectual Property” means all forms of intellectual property rights throughout the world
including copyright, registered patent, design, trade mark and Confidential Information,
including know-how and trade secrets.
2.3 “Moral Rights” has the meaning given to it in the Copyright Designs and Patents Act 1988 and
includes rights of integrity of authorship, rights of attribution of authorship and similar rights that
exist or may come to exist anywhere in the world.
2.4 “Related Company” means the company's subsidiary or holding company or a subsidiary of
that company's holding company.
2.5 “Related Entities” means any entity connected with the Employer by an interest in a common
economic enterprise, including a Related Company.
2.6 “Work(s)” includes all inventions, designs, drawings, plans, software, hardware, reports,
documents, systems, improvements and other materials, and includes all literary, dramatic,
musical and artistic works and cinematographic films in which copyright subsists.

3. Right to Work in the United Kingdom

3.1 The Employee’s offer of employment and continued employment with the Employer is subject
to the Employee holding the necessary work visa or otherwise being entitled to work in the
United Kingdom.
3.2 The Employee must notify the Employer in the event that he/she ceases to have a right to work
in the United Kingdom in the position that the Employee is engaged in. In such circumstances,
the Employee’s employment with the Employer will, subject to the requirements of the
applicable legislation, automatically cease without any notice or compensation being owed to
the Employee.
3.3 The Employer reserves the right to require the Employee to provide the Employer with evidence
of the Employee’s right to work in the United Kingdom.

4. Commencement Date
4.1 The Appointment shall commence on the Commencement Date set out in the Letter of Offer.

Attachment A
4.2 No employment with a previous employer counts towards the Employee's period of continuous
employment with the Company.
4.3 The Employee consents to the transfer of his employment or secondment under this Agreement
to a Related Company at any time during the Appointment.

5. Probationary Period
5.1 The Employee will initially be employed on a probationary period of three (3) months from the
commencement date. During this period, the Employee’s suitability for the position to which
he/she has been appointed will be assessed. Prior to the completion of the Employee’s
probationary period, the Employer will decide on the Employee’s suitability to continue
employment.
5.2 Either party may terminate the employment during or at the end of the probationary period by
giving one (1) month’s written notice to the other party, except in cases of summary
termination. The Employer may elect to pay the Employee in lieu of part or all of the Employee’s
notice period or provide the Employee with alternate duties during the notice period.

6. Location
6.1 The Employee’s primary place of work is set out in the Letter of Offer.
6.2 The Employee may be required to temporarily perform work at places other than their primary
place of work to meet business needs from time to time, including but not limited to the
Employer’s other offices or overseas travel for temporary periods without additional
compensation.
6.3 The Employee will not be required to work outside the UK for any continuous period of more
than one month during the term of his/her employment.

7. Position Duties
7.1 Some of the Employee’s duties and responsibilities are set out in the Employee’s Job
Description, and include duties and responsibilities which are incidental or peripheral to those
set out in the Job Description, which can be varied by the Employer from time to time after
consultation with the Employee.
7.2 The Employer may direct the Employee to perform or not to perform any part of his/her duties
at any time.
7.3 The Employee may also be required to perform duties from time to time for the Employer’s
Related Entities.
7.4 In the course of employment with the Employer, the Employee is required to do the following:
(a) carry out all lawful and reasonable instructions given to the Employee in relation to the
his/her employment;
(b) act in good faith in, and for, and not against the best interests of the Employer;
(c) perform his/her duties and responsibilities in a proper, ethical, diligent, professional and
efficient manner; including always acting in good faith and in the best interests of the
Employer;
(d) use his/her best endeavours to protect, enhance and promote the interests, welfare,
profitability, growth and reputation of the Employer’s business;
(e) take reasonable care of the Employer’s property;
(f) achieve all key performance indicators set for the Employee by the Employer;
(g) avoid conflicts of interest and immediately disclose to the Employer if he/she suspects
that a potential conflict of interest may arise;
(h) familiarise him/herself and comply with all policies and procedures of the Employer and
its Related Entities (as varied from time to time) as well as any other lawful and
reasonable direction given to the Employee by the Employer;
 (i) honestly and faithfully answer any question asked by the Employer about his/her work
or employment at any time;
(j) not, without the Employer’s express written consent, engage in any trade, business or
professional activity for any other entity (including working for or providing services to),
directly or indirectly, whether being paid or not, which may conflict with or be harmful
to the business interests of the Employer, or any of its officers, employees, agents,
contractors or consultants;
(k) perform his/her duties in a safe manner, respecting all occupational health and safety
laws and policies. Such policies do not form part of this Agreement.
7.5 Except in the case of absence by reason of ill health, incapacity, accident or approved leave,
the Employee shall devote the whole of his/her time, attention and abilities during the hours the
Employee is present at work and such other hours as are necessary for the Employee to perform
his/her duties in a satisfactory manner as directed by the Employer, exclusively to the business of
the Employer and its Related Entities.
7.6 The Employer reserves the right to alter the Employee’s position, position title, job description,
primary location, reporting lines and responsibilities in accordance with the needs of the
business after consultation with the Employee. The Employee agrees that the terms of this
Agreement continue to apply to any altered position unless varied in writing in accordance
with this Agreement.

8. Remuneration

8.1 The Employee’s remuneration deductions (subject to any deductions to taxation and National
Insurance as required by law) will be set out in the Employee’s Letter of Offer (Remuneration).

8.2 There is no pension scheme in force in relation to the Employee’s employment.

8.3 Reasonable business expenses incurred by the Employee in the performance of his/her duties
will be reimbursed by the Employer if he/she have complied with the Employer's requirements
for incurring the expense and upon production of original tax invoices and receipts, or other
documentation, to the satisfaction of the Employer.

8.4 The Employee acknowledges and agrees that his/her remuneration and other terms and
conditions of his/her employment, as outlined in this Agreement, are confidential and will not
be disclosed by the Employee to any person(s) without the Employer’s consent other than [the
Employee’s domestic partner], the Employer’s or Employee’s legal or financial advisers or as
required by law.

9. Compensation for All Legal Entitlements & Relationship with Other Instruments
9.1 Except as expressly provided for in this Agreement, the Employee’s Remuneration and any
other payments made to the Employee by the Employer compensate the Employee and are in
full satisfaction for any legal entitlement arising under any applicable legislation and
regulations.
9.2 All Remuneration paid under this Agreement is intended to compensate the Employee and be
in full satisfaction of:
(a) minimum rates of pay under any applicable legislation or regulations which the
Employee would otherwise be entitled to;
(b) any allowances under any applicable legislation or regulations which the Employee
would otherwise be entitled to;
(c) any weekend and public holiday rates under any applicable legislation or regulations
which the Employee would otherwise be entitled to; and
(d) any overtime rates under any applicable legislation or regulations which the Employee
would otherwise be entitled to.
 As such, Remuneration under this Agreement will compensate the Employee for all hours
worked.
9.3 The Employee expressly agrees that any Remuneration he/she receives from the Employer this
that is greater than the entitlement(s) that the Employee would have received under any
applicable legislation and regulations may be off set against any amounts to which the
Employee would otherwise be entitled under those instruments.
9.4 Unless this Agreement expressly provides otherwise, any reference to any industrial instrument,
policy, procedure, handbook, manual, or legislative provision shall not be interpreted as being
incorporated into this Agreement and shall not form part of this Agreement.

10. Performance and Salary Reviews

10.1 The Employee’s performance and remuneration may be reviewed annually having regard to
the Employee’s performance, position profile and evaluation of the job size, company
performance, current remuneration and benefits, and any other relevant factors such as
economic market circumstances.
10.2 Remuneration increases are not automatic, and any increase (including effective date of
payment) is at the Employer’s absolute discretion.

11. Annual Leave

11.1 The Employee’s rights and obligations with respect to annual leave are set out in the Working
Time Regulations 1998 (WTR 1998). Currently this means the Employee is entitled to accrue 20
days annual leave each year on a pro-rata basis plus statutory public holidays in England.
11.2 The Employer may require the Employee to take:
(a) any annual leave credited to him/her, in circumstances where there is a close down of
that part of the Employer’s business in which the Employee works. If the Employee does
not have enough accrued annual leave to cover all or part of the close down period,
the Employee agrees to take leave without pay; and
(b) annual leave where the Employee has accrued an excessive amount of annual leave,
subject to any limitation in the WTR 1998 or other amending legislation.
11.3 Annual leave may be taken at such time as may be agreed between the Employee and the
Employer from time to time or otherwise in accordance with the WTR 1998. Unless agreed by
the Employer, no more than 10 consecutive annual leave days may be taken at one time.

12. Sick Leave

12.1 If the Employee is absent from work due to incapacity, the Employee will be paid Statutory Sick
Pay (SSP) in accordance with the provisions of the applicable legislation. For the purposes of
Statutory Sick Pay, the "qualifying days" are Monday to Friday inclusive.

12.2 If the Employee is unable to attend work on account of illness, the Employee shall:

(a) provide notice of the absence by telephone, to the administrator or the Employee’s
manager before 10:00 am, or as soon as reasonably practicable, of the nature of the
illness and the expected period of the absence;
(b) provide a valid medical certificate for absences in accordance with the applicable
legislation; and
(c) complete a sick leave form upon return from sick leave

12.3 Self-certification covers the first seven days of absence due to sickness or incapacity. If the
Employee’s absence continues after the seventh day, the Employee must produce a doctor’s
certificate stating the reason for absence for the whole of the remainder of the absence.
Providing all reporting requirements are satisfied, Statutory Sick Pay (SSP) will be paid in
accordance with the terms laid down by the applicable legislation.
12.4 If the Employee has taken a series of short-term absences or where the absence occurs
immediately before or after a public holiday or period of annual leave, the Employer may be
required to provide a valid medical certificate for such absence regardless of duration.

13. Employment Policies and Procedures

13.1 The Employee will read and comply with the obligations imposed upon him/her by the
Employer’s and its Related Entities’ policies and procedures as they relate to the Employee’s
employment. These policies and procedures may be varied from time to time, and the
Employee must comply with such variations. Such policies and procedures do not form part of
this Agreement and do not create or vest enforceable rights in the Employee. Nonetheless,
they must be complied with as lawful and reasonable directions of the Employer.
13.2 A breach of the Employee’s obligations under the Employer’s and its Related Entities’ policies
and procedures, as they relate to the Employee’s employment, may result in disciplinary action,
including the termination of the Employee’s employment.

14. Company Equipment

14.1 To perform his/her role, the Employee may from time to time be provided with company
equipment such as a computer, electronic equipment, safety equipment, security access
card(s) and key(s).
14.2 The Employee must use the company equipment in accordance with the Employer’s policies as
amended from time to time.

15. Timesheets
Timesheets must be completed on a daily basis and submitted weekly in accordance with the
Employer’s procedures as amended from time to time.

16. Email Monitoring and Surveillance

16.1 The Employee acknowledges that the company email address and electronic communication
tools should only be used in relation to the Employer’s business and may not be used for
personal matters. As such, the Employee shall not have an expectation of privacy as to his/her
use of the Employer’s electronic communication tools. The Employee acknowledges that,
subject to applicable law:
(a) the Employer will, from time to time, monitor emails sent and received from the
Employee’s company email address, the Employee’s voice mail messages and Internet
use. The Employer may also access, copy, delete and inspect files stored on the
Employee’s computers, removable media devices and the Employer’s network; and
(b) such emails, messages, files and other materials may be used by the Employer in any
investigation or as evidence in any proceeding.
16.2 The Employer may from time to time undertake a range of optical, audio, Information
Technology (IT) and tracking surveillance to enhance productivity and customer service,
protect the Employer’s assets, and ensure safety and compliance with the Employer’s policies
as amended from time to time. Such surveillance may be ongoing or intermittent and the
Employee irrevocably consents to its use.

17. Qualifications
17.1 As part of the Employee’s role, he/she is required to maintain all necessary qualifications,
licenses, permits and memberships (Qualifications). If at any time the Employee suspects that
the Employee may imminently lose a Qualification, the Employee must notify his/her manager
immediately. The Employee acknowledges that maintenance of such Qualifications is a
fundamental requirement of his/her role and failure to do so may result in termination of his/her
employment without severance.
17.2 In addition to maintaining the Qualifications the Employee must also ensure that he/she
complies with all conditions and requirements relating to maintaining the Qualifications.

18. Disclosure of Interests / Outside Employment

18.1 The Employee must disclose to the Employer any interests (whether direct or indirect) which
may give rise to a conflict with the performance of his/her employment duties. This includes
being engaged either directly or indirectly in any business or employment outside of the
Employee’s employment with the Employer, irrespective of whether the work is done outside
the Employer or business and whether being paid or not.
18.2 The Employer may direct the Employee to take, and on receipt of that direction the Employee
must take, all necessary action to remove any conflict of interest (whether direct or indirect), if
the conflict of interest may in the Employer’s reasonable opinion be detrimental or have
potential to be detrimental to the Employer’s interests.
18.3 The Employee may only work for a different employer or business outside the Employee’s
employment with the Employer if he/she receives written approval from the Employer
beforehand. Such written approval can only be obtained from the Executive Director or
Director of the Employer.

19. Deductions
19.1 Where an Employee is inadvertently overpaid in respect of their wages or salary, the Employee
is required to repay to the Employer the monies paid in error.

19.2 To the extent permitted by law, at any time during the course of the Employee’s employment
and on termination, the Employee authorises and permits the Employer to deduct from the
Employee’s remuneration or accrued entitlements, the value of any debts due from the
Employee to the Employer (including but not limited to, leave taken in advance, fines,
outstanding loans, advances, the costs of repairing any damage or loss to the Employer’s
property and unreturned goods by the Employee), and other monies owed by the Employee to
the Employer.

20. Medical
20.1 The Employee irrevocably consents to participate in a fitness for duty medical assessment, by a
medical practitioner appointed by the Employer, at the cost of the Employer, for fitness for duty
or safety purposes only, and be certified as fit to carry out the inherent requirements of the
employment if required by the Employer. The Employee consents to the disclosure of the results
of any such medical assessment (including any medical report(s) arising out of such
assessment) to the Employer or the Employer’s advisors subject to those people also
undertaking as to its confidentiality, in accordance with the provisions of the Access to Medical
Reports Act 1988.

21. Confidential Information

21.1 The Employee will not, either during or after his/her employment with the Employer (except in
the proper course of his/her duties, as permitted by the Employer in writing, as required by
applicable laws or governmental regulations or judicial or regulatory process, or in
circumstances (other than as a result of the breach of confidentiality by the Employee) where
the Confidential Information becomes public knowledge), disclose, remove, copy or transmit
Confidential Information either directly or indirectly to any person or use any trade secret,
technical information, client, customer or supplier list, or any other confidential information
concerning:
a) the business financial arrangements or position of the Employer or its clients,
customers or suppliers; or

b) any of the dealings, transactions or affairs of the Employer or its clients, customers or
suppliers.
21.2 The Employee will use his/her best endeavours during his/her employment with the Employer to
prevent the publication, use or disclosure of any trade secret or Confidential Information
referred to above. The Employee must immediately notify the Employer of any suspected or
actual unauthorised use, removal, copying or disclosure of Confidential Information and any
other information referred to above.
21.3 Upon termination of the Employee’s employment, the Employee must not represent his/her self
as being in any way connected with or interested in the business of the Employer.

22. Intellectual Property and Moral Rights

22.1 All Intellectual Property rights arising in connection with the performance of the Employee’s
employment obligations, by the use of the Employer’s property or Confidential Information or in
planned or actual pursuit of business in which the Employer reasonably believes it has an
interest is and remains the Employer’s property.
22.2 The Employee agrees that:
(a) he/she will do all things necessary to assist the Employer to identify, document, register
and protect the Employer’s Intellectual Property rights;
(b) he/she will promptly disclose all activity that may give rise to Intellectual Property rights
in the Employer’s favour under this clause;
(c) he/she assigns to the Employer or the Employer’s nominee as directed all existing and
future Intellectual Property rights;
(d) he/she acknowledges that by virtue of this clause all such existing Intellectual Property
rights are vested in the Employer or the Employer’s nominee as directed and, on their
creation, all such future Intellectual Property rights will vest in the Employer or the
Employer’s nominee as directed;
(e) on request from the Employer, the Employee will immediately execute all documents
and do all such acts necessary to vest the rights to any invention or discovery in the
Employer or the Employer’s nominee as directed and to obtain in the name of or jointly
with the Employer, the letters patent with respect to such invention or discovery in any
part of the world; and
(f) he/she irrevocably waives all Moral Rights in any Work(s) that he/she produces within
the meaning of this clause.

23. Post-Employment Restraint Obligations

23.1 The Employee acknowledges that he/she will hold an important role with the Employer that is of
sensitivity to the Employer’s business, Confidential Information and goodwill.
23.2 For the Restraint Period and in the Restraint Area the Employee will not or attempt to directly or
indirectly for the Employee or on behalf of another person unless the Employee has the
Employer’s written consent:
(a) approach, solicit, canvass or accept work of a type that the Employee performed for
the Employer from any client or prospective client of the Employer with whom the
Employee had dealings as part of his/her role in the last 12 months of the Employee’s
employment; or
(b) approach, solicit, induce or persuade an employee, contractor, supplier or agent of
the Employer to cease their engagement with the Employer.
23.3 For the purposes of this clause:
(a) “Restrained Period” means:

(i) 9 months;

(ii) 6 months;

(iii) 3 months.
 (b) “Restraint Area” means

(i) United Kingdom;

(ii) England;

(iii) London

23.4 The Employee acknowledges and agrees that:

(a) each restraint in the combination above is to be read as a number of separate and
distinct covenants, with each covenant capable of being enforced on its terms, or if
not enforceable severed and the next best covenant being enforced without affecting
the validity of the remaining covenants;
(b) each of the covenants and restraints is reasonable as between the Employee and the
Employer and do no more than protect the Employer’s legitimate interests; and
(c) a component of the Employee’s Remuneration has been specifically set in
consideration for this restraint.

24. Termination of Employment

24.1 Except during the Employee’s probationary period, or where the Employee’s employment is
terminated for reasons warranting summary dismissal (such as serious and wilful misconduct),
the Employer may terminate the Employee’s employment by giving the period of notice as
follows:
(a) One week, for an Employee who has been continuously employed for at least one
month, but for less than two years; and
(b) One week for each complete year of service, for an Employee between two and 12
years' continuous employment. 12 weeks for employees who have been continuously
employed for 12 years or more.
24.2 After successful completion of the probationary period, if the Employee elects to terminate
his/her employment, the Employee will give the Employer prior written notice by giving the
period of notice as follows:
(a) in the first five years of continuous employment: one (1) calendar months’ notice; and
(b) after five complete years: one week for each complete year of continuous
employment up to a maximum of 12 weeks' notice.
24.3 The Employer may in its discretion direct the Employee to perform part, all or none of the
Employee’s duties or to perform his/her duties at an alternative location during his/her notice
period or elect to bring his/her employment to an end early by payment in lieu.
24.4 The Employer has the right to restrict the Employee’s access to the Employer’s office area, files,
documents, computer systems, email systems, or other properties during the notice period or
any time as the Employer deems necessary.
24.5 The Employer reserves the right to make a payment in lieu of notice for all or any part of the
Employee’s notice period on the termination of the Employee’s employment. This provision,
which is at the Employer’s discretion, applies whether notice to terminate employment is given
by the Employee or the Employer. Any such payment will consist solely of basic salary and shall
be subject to such deductions of income tax and National Insurance contributions as the
Employer is required or authorised to make.

25. Summary Termination

25.1 The Employer may terminate the Employee’s employment immediately without notice, or
payment in lieu of notice, if the Employee engages in serious misconduct.
Serious misconduct includes:
(a) any act or omission that in the reasonable view of the Employer brings the Employee or
the Employer or its clients into disrepute;
 (b) any failure to maintain, or the loss of, a fundamental capacity, qualification, licence or
permit for the purposes of the inherent requirements of the Employee’s role;
(c) a declaration of bankruptcy;
(d) any breach of a lawful and reasonable direction of the Employee’s manager, a
material term of this Agreement or the representations and warranties in the Letter of
Offer;
(e) any charge for an indictable criminal offence or an offence involving fraud or
dishonesty;
(f) fundamental or repeated breaches of this Agreement or any Employer policy (as
amended from time to time); or
(g) any conduct capable of being characterised as serious or wilful misconduct at
common law.

26. Obligations on Termination

26.1 On termination of the Employee’s employment for any reason, the Employee will:
(a) return all property of the Employer (and that of any client or any other person which
the Employee obtained during his/her period of or connected with his/her
employment), including keys, security cards, mobile phone, computer, vehicle,
Confidential Information, intellectual property or any other Employer or client property;
(b) take all necessary steps to resign any Employer, Group Entity, or other client related
directorships or offices; and
(c) acknowledge that his/her obligations in respect of confidentiality, intellectual property
and restraint of trade under this agreement (if any) will survive the termination of his/her
employment and he/she will continue to comply with them.

27. Return of Property

On request by the Employer or on termination of employment, the Employee must return all
Employer or any of its Related Entities property in the Employee’s possession, custody or control,
including, but not limited to any mobile phone(s), laptop(s), credit card(s), Confidential
Information, Intellectual Property, computer(s), key(s), data storage device(s), card(s),
documents, diaries, records and papers, reports, working papers, training manuals, equipment,
computer information and programs and all copies of such items. The Employer may request
the Employee to declare that he/she has complied with this condition.

28. Amendment
Subject to any express term of this Agreement, any variation to this Agreement must be in
writing signed by both of the parties.

29. Severability
Part or all of any clause of this Agreement that are illegal or unenforceable will be severed from
this Agreement and will not affect the continued operation of the remaining provisions of this
Agreement.

30. Terms Excluded

Subject to applicable laws and regulations, this Agreement expressly excludes any terms for the
benefit of the Employee which would otherwise be implied into this Agreement at law.

31. Notices
31.1 Any notice to be given by a party under this Agreement must be in writing and must be given by
delivery at or sending registered post, or facsimile transmission or other means of
 telecommunication in permanent written form (provided the addressee has his/her or its own
facilities for receiving such transmissions) to (in the case of the Employer) its registered office or
business address for the time being and (in the case of the Employee) the last known address or
relevant telecommunications number of the other party.

31.2 Where notice is given by sending in a prescribed manner it shall be deemed to have been
received when, in the ordinary course of the means of transmission, the addressee would have
received it. To prove the giving of a notice it shall be sufficient to show it was dispatched. A
notice shall have effect from the sooner of its actual or deemed receipt by the addressee.

32. Governing Law

This Agreement is governed by and construed in accordance with the laws of the United
Kingdom. The parties irrevocably agree that the courts of the United Kingdom have non-
exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this
Agreement.

33. Entire Agreement

Save for any terms otherwise normally implied by operation of law that are not contrary to the
express terms of this letter, this Agreement supersedes all previous agreements, arrangements,
representations, warranties, covenants and guarantees or understandings between the
Employer and the Employee, whether verbal or in writing and embodies the entire agreement
between the Employer and Employee.