TERMS AND CONDITIONS FOR THE ENGAGEMENT OF FREELANCERS AND SUPPLIERS

Draft v1.5 – 2 October 2026 – interim version in use pending legal review

1. DEFINITIONS AND INTERPRETATION

1.1 In these Conditions the following definitions apply:

(a) “Booking” means each engagement of the Contractor by the Company to provide Services, as set out in a Booking Confirmation;

(b) “Booking Confirmation” means the document issued by the Company setting out the details of a Booking, including its dates, call times, roles and purchase order number;

(c) “Client” means any person for whom the Company is delivering a Job, including any production company, audio-visual supplier, agency or end client;

(d) “Company” means gassProductions Ltd, a company incorporated and registered in England and Wales with company number 06036348 whose registered office is at Unit 2, Home Farm, Goodley Stock Road, Squerryes, Westerham, England, TN16 1SL;

(e) “Conditions” means these terms and conditions, as amended from time to time in accordance with clause 16.1;

(f) “Contractor” means the individual, partnership or company named on a Booking Confirmation as providing Services;

(g) “Day” has the meaning given in clause 6.1;

(h) “Fee” means the fee for the Services agreed between the Company and the Contractor at the time of pencilling or booking;

(i) “Job” means the production or event described in a Booking Confirmation;

(j) “Pencil” means a provisional hold placed by the Company on the Contractor’s availability for specified dates;

(k) “Personnel” means each individual who personally performs the Services, including the Contractor where the Contractor is an individual, and any substitute approved under clause 5;

(l) “Right to Work Check” means a check carried out in accordance with the Home Office guidance on right to work checks in force from time to time;

(m) “Services” means the role and work described in a Booking Confirmation;

(n) “Supplier” means a Contractor which provides any Personnel other than, or in addition to, the individual named on the Booking Confirmation as personally performing the Services. A company through which a single named individual personally performs the Services is not a Supplier;

(o) “Supplier Agreement” means the Company’s Supplier Right to Work Agreement; and

(p) “Working Day” means a day other than a Saturday, Sunday or public holiday in England.

1.2 Clause headings do not affect the interpretation of these Conditions. Words in the singular include the plural and vice versa. Any words following “including”, “include” or “in particular” are illustrative and do not limit the preceding words. A reference to “writing” or “written” includes email.

2. BASIS OF CONTRACT

2.1 These Conditions apply to every Booking and are incorporated into each Booking Confirmation.

2.2 Each Booking Confirmation constitutes the Company’s purchase order for the Booking to which it relates. The number shown on the Booking Confirmation as “Your Purchase Order Number” is the purchase order number for that Booking.

2.3 A contract for a Booking is formed on the earlier of: (a) the Contractor replying to the email from the Company to which the Booking Confirmation is attached, confirming acceptance of the Booking; and (b) the Contractor beginning to perform the Services.

2.4 The Contractor shall accept or decline each Booking within 24 hours of the Booking Confirmation being sent, or within any shorter period stated in the email where the Booking is due to start within 48 hours. If the Contractor has not accepted the Booking within that period, the Company may offer the Booking to another person without liability to the Contractor.

2.5 These Conditions apply to the exclusion of any other terms that the Contractor seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6 If there is any conflict between these Conditions and the Supplier Agreement, the Supplier Agreement shall prevail in respect of right to work, identity checks, substitution, subcontracting, audit and the remedies set out in it.

2.7 A Pencil is not a Booking and does not create a contract. If, while a Pencil is in place, the Contractor is offered firm work by a third party for any of the pencilled dates, the Contractor shall notify the Company and give the Company 24 hours in which to confirm the Booking before releasing the Pencil.

3. FEES

3.1 In consideration of the Services, the Company shall pay the Contractor the Fee, together with any overtime payable under clause 6 and any expenses payable under clause 7.

3.2 No other sum is payable by the Company in connection with a Booking except as expressly provided in these Conditions or agreed by the Company in writing before the Contractor accepts the Booking.

4. RIGHT TO WORK AND IDENTITY

4.1 The Contractor warrants that each member of Personnel has the right to work in the United Kingdom and that the Services are permitted under any conditions attached to that right.

4.2 No member of Personnel shall begin work on a Booking until:

(a) where the Services are performed personally by the individual named on the Booking Confirmation (whether that individual contracts as a sole trader or through their own company), the Company has carried out and recorded a Right to Work Check on that individual; or

(b) where the Contractor is a Supplier, the Supplier has signed the Supplier Agreement and provided the confirmation and evidence required under it.

4.3 If the requirements of clause 4.2 are not met before the first call time of a Booking, the Company may cancel the Booking with immediate effect and no Fee or other sum shall be payable.

4.4 Each member of Personnel shall produce an original photographic identity document (a driving licence, passport or national identity card) to the Company’s project manager at the start of the first Day of each Booking and at any other time when requested. The document must be the one used for, or must match the identity confirmed by, that person’s Right to Work Check. Copies are not accepted. No Fee is payable for any period during which a member of Personnel is refused entry to site, or is unable to work, as a result of failing to comply with this clause 4.4 or with the dress code set out in the Booking Confirmation.

4.5 The Contractor shall notify the Company immediately in writing if the permission of any member of Personnel to work in the United Kingdom changes, is due to expire, becomes subject to new conditions or is under challenge.

4.6 Where the Contractor is a Supplier, the Contractor shall:

(a) sign the Supplier Agreement before its first Booking;

(b) carry out a Right to Work Check on each member of Personnel before that person begins work, and retain records of each check for not less than two years after the end of the last Booking on which that person worked;

(c) not subcontract any part of a Booking without the Company’s prior written consent, and ensure that any permitted subcontract contains right to work obligations equivalent to those in this clause 4;

(d) permit the Company, or any person appointed by it, to audit the Contractor’s right to work records on 5 Working Days’ notice, or at any time where the Company reasonably suspects illegal working;

(e) ensure that it is able to suspend or remove any member of Personnel from a Booking immediately where illegal working is identified or reasonably suspected; and

(f) cooperate with any Home Office enquiry or investigation, including by providing information on the purpose and make-up of the chain of contracts through which the Services are provided, details of each employer or service provider in that chain (including its official name, company type, registered address or principal place of business, and company registration number where applicable), and any other information the Home Office considers is, or may be, relevant.

4.7 The Contractor shall indemnify the Company against all penalties, losses, liabilities, costs (including legal costs) and sums deducted or withheld by any Client, suffered or incurred by the Company as a result of any breach by the Contractor of this clause 4, to the extent permitted by law.

5. SUBSTITUTION

5.1 The Contractor shall not send any person to perform the Services in place of the Personnel named in the Booking Confirmation without the Company’s prior written approval, such approval not to be unreasonably withheld. Any substitute shall have skills and experience equivalent to those of the person replaced, and shall not begin work until the requirements of clause 4.2 have been met in respect of that substitute.

5.2 If any person who has not been approved and checked in accordance with clause 5.1 attends site, the Company may refuse that person entry or remove that person from site, and no Fee or other sum shall be payable in respect of that Booking.

6. WORKING HOURS AND OVERTIME

6.1 A “Day” is a period of up to 10 hours from call time to wrap, inclusive of a meal break.

6.2 Time worked in excess of 10 hours in any Day shall be paid at one and a half times the Contractor’s hourly rate (being the Fee for a Day divided by 10), in increments of 30 minutes. Overtime is payable only if approved on the day by the Company’s project manager.

6.3 The Contractor shall be reasonably flexible as to rehearsal and show times and shall take direction from the Company’s project manager on site.

7. EXPENSES AND EQUIPMENT

7.1 The Company shall reimburse food, travel and other expenses only where the nature and amount of those expenses have been agreed in writing by the Company before the Contractor accepts the Booking. Expenses shall be supported by receipts where requested. No other expenses are payable.

7.2 Equipment supplied by the Contractor shall be paid for only where agreed in writing by the Company in advance. The Contractor is responsible for insuring its own equipment.

8. CANCELLATION AND POSTPONEMENT

8.1 Once a Booking has been accepted, if the Company cancels it for any reason other than those set out in clauses 8.4 and 8.5, the Company shall pay the Contractor 100% of the Fee for every Day of the Booking, together with any non-refundable expenses approved under clause 7.1 which the Contractor has already incurred.

8.2 If the Company postpones a Booking after it has been accepted, the Contractor may choose to accept the new dates, in which case no sum is payable for the original dates. If the Contractor does not accept the new dates, clause 8.1 (or clause 8.4, where it applies) shall apply to the original dates.

8.3 The Contractor may cancel an accepted Booking only for illness, emergency or other good cause. The Contractor shall give the Company as much notice as possible, by telephone, and may propose a substitute in accordance with clause 5.

8.4 If a Booking or Job is cancelled as a result of (a) an event beyond the reasonable control of the Company and the Client, including venue closure, severe weather or governmental restriction, or (b) the Client entering administration, liquidation, receivership or any other insolvency procedure, or ceasing to trade, no sum shall be payable under this clause 8. This clause 8.4 applies only to cancellation and does not affect payment for Services already performed.

8.5 No sum shall be payable under this clause 8 where a Booking is cancelled under clause 4, clause 5 or clause 14.

9. PERFORMANCE AND CONDUCT

9.1 The Contractor shall perform the Services with the skill, care and diligence to be expected of an experienced professional in the relevant role.

9.2 Punctuality is of the essence of each Booking. If any member of Personnel will be late or is unable to attend, the Contractor shall inform the Company’s project manager immediately by telephone.

9.3 The Contractor shall comply with all venue and Client site rules, security procedures, accreditation requirements and the dress code set out in the Booking Confirmation.

9.4 The Contractor shall comply with all applicable health and safety legislation and with the risk assessments, method statements and safety instructions applicable to the Job; supply its own basic personal protective equipment; undertake only those tasks for which its Personnel are trained and qualified; and report any accident, near miss or unsafe condition immediately. A Supplier shall provide its health and safety policy, insurance certificates and any task-specific risk assessment on request.

9.5 No member of Personnel shall work while impaired by alcohol, drugs or fatigue, or consume alcohol or smoke on site.

9.6 The Contractor shall treat all persons on site with courtesy and respect. Harassment, bullying and discrimination will not be tolerated. The Contractor shall report any such conduct experienced or witnessed to the Company’s project manager.

9.7 Where the Company is working under the name of a Client, the Contractor shall represent that Client as instructed and shall not refer to the Company, or provide personal contact details to any person on site, without the Company’s consent.

10. INSURANCE AND LIABILITY

10.1 The Contractor shall maintain public liability insurance with a limit of not less than £5,000,000 for any one claim and, where required by law, employer’s liability insurance, and shall provide certificates of insurance on request.

10.2 The Contractor shall take reasonable care of all equipment belonging to the Company or any Client and shall be liable for loss of or damage to such equipment caused by the negligence or misuse of the Contractor or its Personnel.

10.3 Nothing in these Conditions limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be limited or excluded.

11. CONFIDENTIALITY, INTELLECTUAL PROPERTY AND PUBLICITY

11.1 The Contractor shall keep confidential all information concerning the Company, its Clients, its rates, the Job, its content and its attendees obtained in connection with any Booking. This obligation survives the completion of the Booking.

11.2 The Contractor assigns to the Company, with full title guarantee and by way of present assignment of future rights, all intellectual property rights in all footage, recordings, edits, graphics, show files and other material created by the Contractor or its Personnel in performing the Services. The Contractor waives, and shall procure that its Personnel waive, all moral rights in such material to the extent permitted by law.

11.3 The Contractor shall not post any photograph, video or information relating to any Job, venue or Client on social media, or use any such material in a showreel or portfolio, without the Company’s prior written consent.

11.4 For a period of 12 months after the end of each Booking, the Contractor shall not directly solicit any Client introduced to the Contractor by the Company for the provision of services of the same kind as the Services, without the Company’s prior written consent.

12. STATUS AND TAX

12.1 The Contractor is engaged as an independent contractor and nothing in these Conditions shall render the Contractor, or any member of Personnel, an employee or worker of the Company.

12.2 The Contractor is responsible for all income tax, National Insurance contributions and VAT arising in respect of the Fee and any other sums paid under these Conditions.

12.3 Where the Contractor provides the Services through an intermediary and the off-payroll working rules (Chapter 10, Part 2 of the Income Tax (Earnings and Pensions) Act 2003) apply, the status determination shall be made by the party required by law to make it. The Contractor shall cooperate with any such determination and shall notify the Company immediately if it believes its status has changed.

12.4 There is no obligation on the Company to offer, or on the Contractor to accept, any Booking. Each Booking is a separate contract, and nothing in a Pencil or a previous Booking creates any expectation of future work.

12.5 The Contractor decides how to carry out the Services using its own skill and judgement, subject only to reasonable instructions on timings, location, health and safety, and the Client’s requirements for the Job.

12.6 The Contractor is free to work for others at any time, subject to clauses 11.1 and 11.4.

12.7 The Contractor shall indemnify the Company against any income tax, National Insurance contributions or related penalties and interest that the Company is required to pay in respect of the Fee because of the Contractor’s failure to account for them.

13. INVOICING AND PAYMENT

13.1 The Contractor shall invoice the Company after completion of the Booking. Each invoice shall state the purchase order number, the dates worked, the Fee, any approved overtime and any approved expenses as separate items, and VAT where applicable.

13.2 Invoices shall be sent as PDF attachments to invoices@gassproductions.co.uk. Invoices sent to any other address will not be processed. Account queries shall be sent to accounts@gassproductions.co.uk.

13.3 The Company shall pay each valid and undisputed invoice within 30 days of receipt, by bank transfer.

14. TERMINATION

14.1 The Company may cancel any Booking with immediate effect and without liability by written notice if the Contractor commits a material breach of these Conditions, including a failed or falsified Right to Work Check, the attendance of an unapproved substitute, a serious breach of health and safety requirements, working while impaired, or gross misconduct on site.

15. DATA PROTECTION

15.1 The Company processes the personal data of the Contractor and its Personnel to administer Bookings, make payments and comply with its legal obligations, including right to work obligations. Contact details shown on a Booking Confirmation are shared with the crew engaged on that Job solely for coordination of the Job and shall not be used for any other purpose.

16. GENERAL

16.1 The Company may amend these Conditions from time to time. Amended Conditions apply to Bookings accepted after the amended Conditions have been issued.

16.2 The Contractor shall not assign, transfer or subcontract any of its rights or obligations under these Conditions, except as permitted by clause 5 or with the Company’s prior written consent.

16.3 If any provision of these Conditions is found to be invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall not be affected.

16.4 A person who is not a party to a Booking shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Conditions.

16.5 These Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.