Terms & Conditons
1. Taranis Aerospace Consultants Ltd agrees to provide to Client, as mutually agreed orally or in writing from time to time, Consultant personnel (collectively, the “Personnel”) to perform services from its UK office or at Client at locations designated by Client. The personnel who perform services under this agreement shall be and remain at all times and for all purposes under the law of the United Kingdom, employees of Taranis Aerospace Consultants (Taecon). Under no circumstances shall any personnel provided by Taecon be considered an employee of Client. All payments and applicable withholdings to said personnel shall be the sole responsibility of Taecon, and all matters concerning working conditions, termination, working hours, vacation and other leave, expenses, and wages, and other similar administrative matters shall be determined solely between personnel and Taecon. Client has no authority to modify, extend, change or amend the employer/employee relationship that exists between Taecon and personnel.
2. Taecon shall inform personnel, and shall make as a condition of each personnel’s employment with Taecon that each individual shall abide by and observe such regulations and policies that the Client shall from time to time, in its ordinary business operations, enact so long as said rules and regulations are made known to Taecon and its personnel within a reasonable time of enactment by written statement.
3. Taecon shall require that its personnel not disclose the terms and conditions of their employment with Taecon to anyone at any time for any reason. Taecon will inform all personnel that private or proprietary information of Client may become available to them. Taecon will instruct all such personnel to maintain such Client private and/or proprietary information in a confidential manner, and upon the written request of Client, Taecon will require that all personnel agree in writing substantially as follows:
All information pertaining to Taecon’s or its Client’s inventions, designs, tools, equipment, unpublished written materials, plans processions, including but not limited to, costs, methods, systems, improvements, or other private or proprietary matters which is obtained by Personnel in the performance of their work and which not publicly disclosed by Contractor, or its Client, will be considered as private and proprietary to Taecon or to its Client, and personnel hereby agree not to disclose at any time during or after such employment such information, nor the nature of the service which they render for Taecon or its Client, except to authorized representatives of Taecon or its Client. Any violation by personnel of this paragraph will be the sole responsibility and liability of Taecon.
4. The Client and Taecon each agree to refrain from any solicitation of hiring each other’s employees for a period of 90 days thereafter placement.
5. Taecon shall in its sole discretion decide which personnel are to be provided to the Client for Client’s jobs. However, Taecon agrees that the factors of race, creed, color, sex and/or age shall not be criteria used by Contractor in selecting any particular individual for any job.
6. Both parties hereto recognize that the providing of these technical services is a highly specialized and skilled field, and agree that the services of any individual Personnel of Taecon may be questioned, at any time, by the Client. However, the Client shall be responsible for all fees and costs due and owing to Taecon as agreed to herein up to the time of termination of services for any personnel of Taecon.
7. No charge shall be made for any personnel discharged within 3 days of starting work due to documented inadequate workmanship or poor performance. Taecon agrees to replace such personnel with adequate personnel as promptly as possible. If Personnel leave Client facility without returning Client issued time cards, maintenance stamps, etc., Contractor will be charged 100 GBP/employee for those non-returned items. Non-returned badges will be billed at 100 GBP each. Non-returned uniform pieces will be billed at replacement cost.
8. Client shall provide each member of its personnel with a means of recording daily time worked. The Client shall approve the time record for that individual. These time records shall be kept for a time period not less than one year from the date of approval by the Client. If the Client disagrees with the time claimed by any individual on any daily time record, the Client shall provide the amount of time which the Client feels was in fact spent by the individual and billable to the Client and shall pay said amount in full.
9. The work week for the personnel employed at Taecon UK offices shall begin at 09:00 a.m. Monday until 17:00 p.m. the following Friday. The standard working day being 8 hrs.
10. The work week for the personnel employed at clients UK site shall begin at 09:00 a.m. Monday until 17:00 p.m. the following Friday. The standard working day being 8 hrs.
11. The work week for the personnel employed at client’s non-UK site shall begin at 08:00 a.m. Monday until 18:00 p.m. the following Friday. The standard working day being 10 hrs.
12. Taecon shall bill the Client, and Client shall pay within 30 days of mailing to Client the weekly billing, in accordance with the rates per hour provided in the attached addendum, all in Great British Pounds. (Note payment in other currencies may be negotiated and subject to administration costs at time of transfer)
13. Taecon shall secure and maintain worker’s compensation insurance covering all of its personnel provided to Client. Taecon will also secure general liability insurance coverage which covers Taecon for its legal liability for bodily injury or property damage arising as a result of any Contractor Personnel actions on Client’s premises in the amount of $ONE MILLION DOLLARS. Certificates of insurance shall be submitted to the Client.
14. It is recognized by both parties hereto that the use and need for any of Taecon’s personnel may vary from time to time. Therefore, there is no guarantee to Taecon that any of its personnel will be used for any guaranteed amount of time.
15. This Agreement shall be construed and interpreted under the laws of The United Kingdom, Great Britain and Northern Ireland.
16. Any notice required or authorized herein shall be given in writing by certified mail to Taecon addressed as follows:
Taranis Aerospace Consultants LLC
679 Liverpool Road,
Irlam,
Manchester, M44 5GQ
Lancashire
England
United Kingdom
UK registered Limited Liability Company - Company number 10878353
17. It is agreed and understood that these terms and conditions constitute a legally binding agreement and that if there are any questions as to its effect the Client should retain the services of any solicitor to explain and interpret this document
18. The undersigned representative of Client warrants and represents that he has the authority and power to bind Client hereto.
19. Taecon shall verify each individual’s last three (3) employers (and share such information with Client) prior to recommending that such individual perform services for Client under this Agreement.
20. Taecon shall verify each individual’s educational background including last school attended and degree earned (and share such information with Client) prior to recommending that such individual perform services for Client under this Agreement.
21. Taecon shall verify that each individual has a valid UK National Insurance Number (and share such information with Client) prior to recommending that such individual perform services for Client under this Agreement.
22. Taecon shall confirm that each individual is authorized to work in the United Kingdom prior to recommending that such individual perform services for Client under this Agreement.
DAVID RD THOMPSON
CHIEF EXECUTIVE OFFICER
TARANIS AEROSPACE CONSULTANTS LIMITED