a) United Kingdom
You undertake any and all engagements under this Agreement as an independent contractor and on this basis i) your agreement to provide Contributions to GNM shall not be interpreted or construed to create an association, agency, joint venture, partnership or employer-employee relationship between you and us or to impose any liability attributable to such a relationship upon either party, including but not limited to GNM’s Sickness Policy and paid leave; and ii) you agree that you shall work from your own premises in providing services to GNM and shall provide all the necessary equipment and materials to enable you to fulfil the terms of your engagement.
For the avoidance of doubt, you are not a “worker” as defined under the Working Time Regulations 1998 (as amended from time to time), and therefore you acknowledge that the provisions in those regulations relating to hours of work, rest breaks and annual leave do not apply to you.
You confirm for the purposes of the Taxes Acts, or such other appropriate legislation, that you are a self-employed person in business in your own right and you shall be responsible for all tax liabilities arising in respect of your engagement under this Agreement, and shall yourself account to the appropriate authorities for all tax, National Insurance or similar contributions payable in respect of the provision of your services to GNM under this Agreement. You undertake to advise GNM immediately in writing in the event that your self-employed status is challenged by HM Revenue & Customs or any other taxing authority.
In the event that GNM or any of its holding, subsidiary, associated or group companies (“Group”) becomes liable to account to HM Revenue & Customs or any other taxing authority anywhere in the world for any income tax, employee national insurance or any other deduction or withholding required to be made by law (including any interest and/or penalties thereon) arising in respect of payments made or to be made to you, you undertake and agree to indemnify and hold harmless GNM and/or the Group against such tax and national insurance and shall, at the written request of GNM, immediately pay GNM an amount equal to any tax and national insurance paid or payable by GNM or any other company in the Group to HM Revenue & Customs or any other taxing authority. GNM shall be entitled to set off an amount equal to any tax and national insurance or any other deduction or withholding paid by GNM or another Group company to HM Revenue & Customs or any other taxing authority against any monies otherwise payable to you.
For the purpose of these clauses, “independent contractor” shall be interpreted (as appropriate) to include all engagements made with GNM via a company or limited company. In such event, the rights of indemnity and disclosure equally shall apply.
b) United States of America
You acknowledge that you shall at all times be deemed to be an independent contractor of GNM. You are not an employee, servant, partner or agent of GNM for any purpose whatsoever, and are not entitled to paid vacation days, sick days, holidays or any other benefits provided to GNM employees.
GNM understands and agrees that you shall render services in whatever manner deemed appropriate by you. You agree to perform the services on a professional best-efforts basis, in accordance with all applicable laws and regulations and in accordance with the highest applicable industry standards.
GNM shall not control or direct, nor shall GNM have any right to control or direct, the result of or the details, methods, manner or means by which you perform your business or services, except that you shall coordinate your services with GNM, shall provide your services in accordance with generally accepted industry standards and in compliance with all international, federal, state, and local laws.
You have and will at all times retain the exclusive right to control and direct the method, details, and means of performing the services. GNM shall not specify the amount of time required to perform individual aspects of the services. Subject to our Copyright terms, your services are not exclusive to GNM and you may render services for other business entities.
You shall not, under any circumstances, have any authority to act for or to bind GNM or enter into any agreements, written or otherwise, on behalf of GNM, or to sign the name of GNM or to otherwise represent that GNM is in any way responsible for your acts or omissions, unless expressly agreed to by the Managing Editor.
GNM and you agree that GNM will not withhold, deduct, or pay income tax, social security or other taxes or amounts for your benefit. You are solely responsible for and assume full responsibility for (as applicable) the payment of FICA, FUTA and income taxes and compliance with any other international, federal, state, or local law, rules and regulations. You are also solely responsible for and assumes full responsibility for filing all tax returns, tax declarations and tax schedules, and for the payment of all taxes as required by law, including without limitation, local, state and federal income taxes, Social Security taxes, Medicare taxes, unemployment compensation taxes and any other international, federal, state, or local taxes, fees or withholdings due for you. You agree to indemnify GNM and hold GNM harmless from any and all claims made by any entity on account of an alleged failure by you or GNM to satisfy such withholding or other obligation.
This Agreement is an at-will independent contractor agreement with no specified term, meaning that either you or GNM may terminate your independent contractor relationship with GNM at any time, for any reason, with or without prior notice.
You agree that, on termination of this Agreement, you shall return to GNM all confidential information and will deliver to GNM (and will not keep in your possession, recreate or deliver to anyone else) any and all GNM property including devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed during the performance of services for GNM or otherwise belonging to GNM.
You acknowledge that:
a) your relationship to GNM will be that of independent contractor and principal; and
b) you are not an employee, partner, joint-venturer, or agent of GNM; and
c) GNM does not have the right to exercise control over you consistent with the control exercised by an employer over an employee.
Except with GNM’s prior express written authorisation, you do not have authority to, and must not, act as GNM’s agent, bind GNM or purport to bind GNM to any agreement.
You acknowledge that any fees paid by GNM under these terms have been calculated on the basis that you are not entitled to employment benefits such as paid annual leave and long service leave, redundancy payments, and benefits under an award or other industrial instrument and GNM is not required to incur the cost of the same. You will not, and acknowledge that you cannot, claim such benefits.
You are responsible for all tax liabilities arising in respect of your engagement under these terms and must comply with all federal, state and territory tax and superannuation legislation, including any withholding or deduction required by law.
Aside from GST (if applicable), you acknowledge that any fee(s) are inclusive of any tax, impost, levy, contribution (including superannuation contribution) or other amount which may be payable in relation to the provision of the services. You are responsible for the payment of any such amounts and will indemnify GNM for the same and any costs, charges, expenses, fines and penalties which may be incurred for any failure by you to pay the same, or remit GST to the Australian Taxation Office.
Upon the termination of this agreement (however caused), or upon request by GNM, you must immediately deliver up all GNM property which may be in your possession or control, including without limiting the foregoing, any confidential information.