THE TEAM
TERMS & CONDITIONS
INDEPENDENT CONTRACTOR AGREEMENT
BETWEEN:Sally Orchard trading as Orchard Bridal Artists ("OBA"); andThe Independent Contractor ("the Contractor").BACKGROUND:OBA operates a bridal hair and makeup agency. OBA wishes to engage the Contractor to provide freelance hair and/or makeup services for OBA clients, and the Contractor agrees to provide these services under the terms and conditions set out below.
1.Services Provided
1.1 Scope of Services: The Contractor shall provide professional hair and/or makeup services for brides and bridal parties, as per specific bookings confirmed in writing by OBA.
1.2 Additional Tasks: Any tasks outside the standard scope of services must be mutually agreed upon in writing between OBA and the Contractor
2. Term and Termination
2.1 Start Date: This Agreement commences on the date of signature and shall remain in effect until terminated in accordance with this Section
2. 2. Termination Notice: Either party may terminate this Agreement at any time, without cause, by providing thirty (30) days’ written notice to the other party.
2.3 Material Breach: OBA reserves the right to terminate this Agreement immediately and without notice if the Contractor commits a material breach of any terms within this Agreement.
2.4 Mutual Termination: This Agreement may be terminated at any time by the mutual written consent of both parties.
2.5 Survival of Obligations: The Contractor’s operational responsibilities shall cease upon termination. However, any clauses intended to survive termination (including Section 3 and Section 5) shall remain in full force. [3, 4, 5]
3. Confidentiality
3.1 Definition: "Confidential Information" refers to any proprietary, private, or sensitive information regarding OBA, its business model, clients, or operations that is not publicly available and which could cause commercial or reputational harm if disclosed.
3.2 Non-Disclosure: The Contractor shall maintain strict confidentiality and must not disclose, share, or use any Confidential Information without the express prior written authorisation of OBA, unless required to do so by a court of law. This obligation survives the termination of this Agreement indefinitely. [6, 7]
7. Administration and Scheduling
7.1 Admin Breakdown: OBA retains sole responsibility for client acquisition, contract processing, client communication, and final invoicing.
7.2 Contractor Administration: The Contractor's administrative duties are strictly limited to:Conducting requested client consultation calls.Confirming specific preview/trial dates directly with the bride.Formulating and managing the hair and makeup preparation schedule for the wedding morning.
7.3 Diary Management: The Contractor operates on a freelance basis and must independently manage their calendar to ensure they are available for all bookings they accept from OBA.
8. Financial Terms and Payout Protection
8.1 Commission Structure: OBA retains a fixed 30% commission fee from the gross total of all bookings assigned to and completed by the Contractor.
8.2 Invoicing: The Contractor must submit a professional invoice to OBA by the final working day of each calendar month for services completed.
8.3 Standard Payment Terms: Subject to Section 8.4, OBA shall settle undisputed invoices within thirty (30) days of receipt. No payments will be processed without a valid invoice.
8.4 Non-Payment Protection (Pay-When-Paid): The Contractor explicitly acknowledges that OBA operates as a booking and administrative agent. The Contractor's right to receive payment (including standard booking fees and client cancellation fees outlined in Section 4.3) is strictly conditional upon OBA successfully receiving the corresponding funds from the client. If a client defaults on payment, breaches their contract, or fails to pay OBA for any reason, OBA shall have no legal obligation to pay the Contractor for that booking, and OBA shall not be held liable for the client's debt. 8.5 Tax and Indemnity: The Contractor operates strictly as an independent self-employed individual. The Contractor is solely responsible for calculating and paying their own Income Tax, National Insurance contributions, and VAT (if applicable). The Contractor indemnifies OBA against any claims made by HMRC regarding their employment status. [12, 13, 14, 15, 16]
4. Professionalism and Cancellations
4.1 Representation: The Contractor represents OBA to the public and shall maintain high professional standards at all times, including but not limited to: [8]Presenting a smart, hygienic, and appropriate professional appearance.Ensuring strict punctuality for all bookings.Delivering an exceptional standard of service and client care.
4.2 Contractor Cancellations: If the Contractor cancels a confirmed booking at short notice:The Contractor is solely responsible for sourcing a suitable, OBA-approved replacement artist.The Contractor shall forfeit all rights to payment for the cancelled booking.If the booking cannot be reassigned and OBA is forced to cancel the client's booking, the Contractor shall pay OBA a flat fee of £100 in compensation to cover the client’s deposit refund and OBA’s administrative losses.
4.3 Client Cancellations:Cancellations between 4 and 12 weeks of the event: A charge equal to 50% of the final client invoice shall apply. This is payable by the client 7 days prior to the scheduled event date (or immediately if the entire booking is cancelled).Cancellations within 4 weeks of the event: A charge equal to 100% of the final client invoice shall apply. This is payable by the client 7 days prior to the scheduled event date (or immediately if the entire booking is cancelled).Contractor Payout: The Contractor shall receive their share of these client cancellation fees, minus OBA’s standard 30% commission, subject strictly to the conditions set out in Section 8.4. [9, 10, 11]
5. Code of Conduct
5.1 Independent Bookings: Any direct client enquiries or leads arising from an OBA assignment must be directed immediately back to OBA. Soliciting or accepting independent, private work from an OBA client or booking constitutes a material breach and will result in immediate termination.
5.2 Social Media Attribution: The Contractor may feature work completed on OBA assignments on their personal social media platforms, provided that OBA is explicitly credited within the main text caption (e.g., "Work for @OrchardBridalArtists"). A simple tag on the image itself is insufficient.
5.3 Advertising Rights: Imagery of OBA clients or portfolio work captured during OBA assignments must not be used for personal promotional material (whether online or offline) without the express prior written consent of OBA.
6. Content and Media Terms
6.1 Tagging Restrictions: When publishing content from an OBA assignment (including previews, wedding mornings, or shoots), the Contractor shall tag the primary OBA team page. The Contractor must list the names of individual team members in the text caption but shall not tag individual supporting artists’ business pages.
6.2 Team Promotion: The Contractor is encouraged to capture high-quality digital content (images and videos) during assignments. This media should be forwarded to OBA to promote both the individual artist and the wider team across OBA’s social channels.
6.3 Exclusivity of Content: Content generated from OBA assignments—including bridal previews, portfolio days, and styled shoots—is exclusive. It must not be shared with, or used to promote, any competing bridal teams or external bridal businesses. Reciprocally, OBA will not use content from external teams for its own marketing.
9. Legal Status and Governing Law
9.1 Independent Status: Nothing in this Agreement shall create a relationship of employer and employee, a partnership, or a joint venture between the parties. The Contractor has no authority to legally bind OBA.
9.2 Governing Law: This Agreement and any disputes arising from it shall be governed by and construed in accordance with the laws of England and Wales. [17, 18]