Contractor agreement between

The Glam Fairies (Company)

&

Massage Therapist (Contractor)

This agreement supersedes all other agreements between the two parties. 

The Company requires the Contractor to provide body/face massage services, and the two parties have agreed to work together in accordance with the following terms and conditions.

The parties agree that the Company is not required to provide the Contractor with a minimum level of work, time, or compensation. The Contractor will only perform required tasks, as determined by User availability.

The relationship between the Company and the Contractor shall be that of an independent contractor, and nothing in this Agreement shall transform the Contractor into an employee, partner, joint venture partner, or agent of the Company. You are prohibited from representing yourself as having such authority. This Agreement is not a contract of employment, but a contract for the provision of Provider Services to platform Users.

The Company makes no representations regarding the volume or number of interactions the Contractor will have with Users, nor does it guarantee any referrals of Users.

The Company disclaims all warranties for the information posted or transmitted by Users and/or members of the Platform.

The Organization will not be regarded as the provider or recipient of any services acquired via the website. The Independent Contractor performs the Provider Services at his or her sole and entire risk.

The Company is not liable to the Contractor for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of business, revenue, profits, use, data, or another economic advantage.

The Contractor is solely liable for any agreements he or she enters into with a User. The Company is in no way responsible or liable for any agreement made between the Contractor and a User or for enforcing any such agreement, including, but not limited to, any agreements relating to the usage of the Platform in any manner other than what is offered and suggested as the Provider Service on the Platform. Any agreement the Contractor enters into with a User is entirely his/her responsibility and risk.

The Contractor acknowledges that he/she is solely responsible and liable for any damages to any User to whom he/she provides services and to any User who suffers damages as a result of or in connection with the Contractor’s provision of services to that User. In the event of a dispute regarding any interaction conducted via the session, the Contractor hereby releases the Company from any and all actions, claims, or demands, as well as any and all losses (direct, indirect, incidental, or consequential), damages, costs, or expenses, including but not limited to court costs and attorney’s fees, that the Contractor may have against one or more of the aforementioned.

The Contractor shall try:

1. Use its best endeavours to provide the Services which are requested from time to time by the Company in consideration of all relevant ethical guidelines, funding guidelines, applicable government body requirements and registering boards.
2. Use its best endeavours to provide the Services requested by the Company
3. Maintain unrestricted registration with the relevant registering board.
4. Maintain appropriate and adequate professional liability insurance and professional indemnity insurance.
5. Keep up to date with relevant and current research and training that may assist in service delivery.
6. Inform the Company of any work which they need unsuitable i.e., they feel it is not within their capabilities to deal with certain issues.
7. When using the Platform for the purposes of Provider Services or using the Platform for a purpose related to Provider Services, the Contractor must exercise a reasonable standard of care, including confidentiality obligations, at least equivalent to a traditional in-person interaction with a User as mandated by his/her profession and regulatory agencies. For example, sessions should not be conducted from a vehicle or in a setting (whether public or private) where any other beings are present, including children or pets.
8. The Contractor will not discuss the specifics and logistics of his/her interactions within the Platform, including, but not limited to, payment terms and mechanisms, without express written approval from the Company.
9. The Contractor will not provide to Users any services other than Provider Services.
10. The Contractor will not provide to Users any services which may not be lawfully or ethically rendered or provided through the Platform according to the laws, regulations and ethics that apply in the Contractor’s jurisdiction.
11. The Contractor will not diagnose, treat, test, advise, counsel, recommend a course of treatment, or otherwise provide or perform any services that require an in-person meeting with a User or examination of a User.
12. The Contractor will not provide Provider Services for any Users presenting with an emergency. For emergency matters and issues, the Contractor agrees to instruct the User to immediately call 999.
13. Any fees related to external assessments that are conducted outside the Platform, whether or not there are fees associated with such tool are expressly not required by Users to receive services on the Platform. The assumption of fees associated with use of such external assessment tools are at the Users’ sole discretion and not sanctioned or enforced by the Company.

The Contractor warrants that the Services provided hereunder will be performed:

1. In a highly professional manner, in accordance with best practices in the industry then in effect for the Services provided hereunder,
2. In a proper and workmanlike manner, and
3. to the reasonable satisfaction of the Company’s clients.
4. The Contractor shall endeavour to observe the Company’s policies, conditions and workplace rules, as nominated by the Company in writing from time to time.
5. The Contractors is the sole authorised representative in this contract.
6. Provide the Company with days and time availability to book in clients. Calendar system must be kept up to date at all times to prevent double bookings occurring.

The Contractor shall not at any time during or after this Agreement:

• Divulge or disclose any Confidential Information which has come into its possession because of this Agreement to any third party; or
• Use the Confidential Information except to the extent necessary for the purposes of this Agreement; or make any internal or public announcements in relation to the Confidential Information, Unless the Contractor is required to disclose Confidential by law.

The Contractor agrees that it will not between the commencement of this agreement and the date 36 months after termination of this Agreement:

• Canvass, solicit, or endeavour to entice away from the Company any customer or business associate of the Company
• Any past clients who may approach the Contractor after termination of this agreement, must refer the client back to the Company and not work with the clients under any circumstances. Solicit, interfere with or endeavour to entice away any employee of the Company or Counsel, procure or otherwise assist any person to do any of the acts referred to in this clause.

The Contractor shall upon request of the Company display affix and maintain the business name, trademarks, and logos of the Company upon any machinery, vehicles or other equipment utilised in the course of the Services whether supplied by the Company or by the Contractor or otherwise.

The Contractor agrees that all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, logos, trademarks or trade secrets, conceived, developed, generated or produced pursuant to the Agreement by the Contractor resulting from or relating to the provision of the Services, including documentation, flow charts, diagrams, reports, writings, and data (“Work Product”) shall become the sole and exclusive property of the Company.

If this Agreement is terminated for any reason, the Contractor shall promptly return and deliver to the Company’s all written and portable forms of Confidential Information, excluding client files, and Work Product and all copies thereof in its possession, custody or control.  This obligation will survive the termination of the Agreement.

The Contractor agrees to record and maintain client files including but not limited to personal information, case progress notes and reports in accordance with all relevant laws, ethical guidelines and registering boards.  This obligation will survive the termination of the Agreement. 

In consideration of the Company providing the Contractor with therapy clients:

1. Pay invoices within 30 days of receipt
2. Inform Contractors of payments which have been received from clients to confirm the appointment
3. The fee for a 70-minute sessions with a client is £60 per session, this will only be paid if the Company informed the Contractor of the payment being received by the client. Any agreement with the therapists/client away from this agreement will not be agreed to by the Company.
4. Non-attendance or late cancellations will not be paid for by the Company.
5. The Contractor will provide an invoice rendering the therapy services provided to clients on the last day of the month. 
6. All documents must be provided in the name of the Contractor, the Company will not be responsible for services rendered by the Contractor to third parties.
7. The Company will endeavour to provide clients to the Contractor however this is not guaranteed due to the nature of the work and the number of clients wanting therapy
8. The Contractor will advise the Company of the hours and days they wish to work

The Contractor is solely responsible for maintaining their online dairies to ensure double bookings do not occur, any issues with this must be rectified by the Contractor immediately.

The Contractor is responsible for:

1. Being registered as self employed
2. Liable for their own tax and national insurance contributions, the Company is not liable for any tax payments current or outstanding
3. The parties acknowledge and agree that the Contractor is acting as an independent Contractor in providing the Services and that this Agreement does not create any partnership, or other joint venture or enterprise between the parties.
4. The parties acknowledge and agree that this Agreement is not a contract of service and that the Contractor (and any of its directors, agents, representatives, or delegates) is not an employee of the Company and that it is the express intention of the parties that any such relationship is denied.
5. Nothing in this Agreement, and no verbal or written communication between the parties, whether prior to or after this Agreement, will be construed as an express or implied employment agreement or a promise by the Company to employ the Contractor or any of its agents’ representatives or delegates.
6. The Contractor shall provide at its own expense for the Contractor’s use while providing Services the plant, machinery, equipment, and materials.

The Contractor acknowledges and agrees that the Company

• makes no commitment to require Services implying the payment of a minimum periodic amount of fees to the Contractor and
• does not engage the Contractor an exclusive basis and is not responsible for knowing the Contractors dependence on revenues from Services provided at the request of the Company.

The Company acknowledges that the Contractor

• Makes no commitment to provide Services to the Company on an exclusive basis, and shall be at liberty to enter contracts, commitments, and commercial arrangements with third parties involving the provision of services including but not limited to services within the Contractors qualifications and experience.
• The Contractor shall provide the days and hours they have decided to work as the work with clients is ongoing, this must be provided to the Company, who needs to be kept up to date to provide client referrals to the Contractor, to allow services in accordance with this agreement. This must be provided for the upcoming days, weeks, and months during which it is available or unavailable to provide services to the Company and shall thereafter use its best endeavours to avoid committing or contracting itself to third parties on the dates and times during which it has nominated itself as being available.

The Contractor understands and acknowledges that:

1. The Contractor is not entitled to receive from the Company any wages, loadings, superannuation contributions, paid annual holidays, paid public holidays, long service leave, sick leave, Pay As You Go payment summaries, workers compensation cover, or other statutory or common law benefits that the Principal grants to its employees; and the Company will not withhold any fees paid to the Contractor pursuant to this Agreement
2. The parties agree that the Company will not be liable for any damages under any circumstances arising from this Agreement or the Services even if advised of the possibility of such damages or if such damages are foreseeable and the Contractor’s sole and exclusive remedy arising from this Agreement shall be payment by the Principal for any Services satisfactorily performed by Contractor prior to termination.
3. The parties agree and declare that nothing in this Agreement, and no verbal or written communication between the parties, whether prior to or after this Agreement, will be construed as a promise or obligation by Company to obtain any Services from the Contractor in any volume or amount during any period.
4. The Contractor agrees to release, hold harmless and indemnify the Company from any and all claims and liabilities relating to the Contractor’s financial stability which may result from the Company termination of this Agreement for any reason whatsoever.
5. Contractor will defend, indemnity and shall keep indemnified and hold harmless the Company and its affiliates and their officers, directors, employees, shareholders, customers, agents, successors, and assigns from and against all loss, damage, liabilities, settlement, costs, or expense (including legal expenses and the expenses of other professionals) as incurred, resulting from or arising out of a breach of any terms of this Agreement by the Contractor any person supplied by the Contractor.
6. The negligence of, or personal injury or property damage caused by, the actions or inactions of the Contractor any person supplied by the Contractor.
7. Any claim by the Contractor any person supplied by the Contractor for any benefits offered by the Company to its own employees; and any claim which alleges the Services infringes upon, misappropriates, or violates any third-party patents, copyrights, trademarks or trade secret rights or other proprietary rights.

The Contractor shall take and maintain during the operation of this Agreement insurances against its own potential liabilities.  The Contractor shall obtain certificates of currency in respect of all such insurances and shall forthwith upon receipt provide copies or originals of such certificates to the Company’s.

This Agreement may be terminated by the Contractor giving the other Party 3 months’ notice, which will allow for ethical endings to client work, unless the Company feels there has been negligence on behalf of the Contractor, which will result in immediate termination of this agreement:

• Either Party may terminate this Agreement for fundamental breach by the other Party providing that notice is given in writing which specifies the breach, and such termination shall take effect upon service of such notice.
• All clients must be referred back to the Company. The Contractor is required to provide on email, the client names, phone numbers and dates their sessions are currently booked in. Unless this agreement is terminated due to negligence on behalf of the Contractor, the Contractor must continue client work for a minimum of 4 weeks from the termination of this agreement to ethically bring client work to an end and then refer them back to the Company as soon as it an end date has been determined.
• Except as otherwise provided in the Agreement the Company’s rights and entitlements under this Agreement shall not merge upon Termination of this Agreement and shall remain in force and may be enforced by the Company in any court of competent jurisdiction.

Each Party shall pay its own legal costs and expenses in relation to the negotiation, preparation, and execution of this Agreement.

The Contractor agrees to comply at its own expense with all applicable laws, orders, and regulations in performing services under the agreement including all privacy, confidentiality, and consumer protection laws.

By continuing to provide the Service, each party has caused the Agreement to be executed by its properly authorised representative.

Data processing

This Data Processing Agreement (“Agreement”) addresses the numerous privacy regulations that are relevant to The Glam Fairies  LTD. (“The Glam Fairies ”) and aims to provide the best privacy protections for the data of our members. The Agreement is meant to provide protections that are both equivalent to and over and above those called for in a Business Associate Agreement. As an independent contractor offering services through the The Glam Fairies  platforms (“You” or “Therapist”), this Agreement is effective as of the day that You accept the Counsellor Terms and Conditions. You and The Glam Fairies  are collectively referred to as the “Parties” in this document.

1. Definitions
2. The following terms shall have the following meanings in this Agreement, unless otherwise defined or the context clearly dictates otherwise:
   • All laws and rules governing the processing of personal data are collectively referred to as “data protection law.”
   • Any action taken on or with Personal Data is referred to as “processing,” which can include but is not limited to gathering, storing, analysing, and erasing it. “Controller” refers to the individual or organisation that decides how data should be processed.
   • The term “Members” refers to users of the The Glam Fairies
   • The term “Processor” refers to the person or thing handling data for the Controller.
   • Any information that is linked to an identifiable individual or household—or that can be linked to one using additional information—is referred to as “personal data.” Identifiers, medical data, racial, ethnic, religious, sexual, or relationship information, geographic locations, contact information, employment data, and therapy history are just a few examples of what is referred to as “personal data.” The counselling and other services offered on platforms operated by The Glam Fairies are referred to as “services” below.
   • All different tenses as well as the plural and single numbers are included in definitions that convey the singular number.
3. Application

• Aside from any termination allowed by this Agreement, this Agreement will remain indefinitely
• This Agreement adds additional contractual conditions to ensure the privacy and security of data provided through The Glam Fairies  to You for Processing. It supplements any other separate agreement between the Parties.
• This Agreement shall govern all matters relating to Processing if there is a disagreement between it and any other agreement made between the Parties.
• Any violation of this Agreement will be viewed as a violation of all previous agreements made between the Parties.
• You affirm, by signing this Agreement, that you are aware of and will abide by all applicable data protection laws.

3. Contents of the Processing Agreement

• This Agreement grants You permission to process Personal Information on behalf of The Glam Fairies . You are only permitted to Process the Personal Data you receive for the purposes of delivering Services and compliance with the law.
• Under the terms of this Agreement, The Glam Fairies  will provide you with Members’ Personal Data. This Personal Data will consist of messages from Members, onboarding and enrollment information, data requested by Members to be shared with You, and other information obtained on the platforms. You will also obtain restricted Personal Data pertaining to The Glam Fairies  personnel in order to receive support from The Glam Fairies .

4. Obligations of the Importer of Data

You must:

• Process Personal Data only to the extent necessary to offer the Services or to comply with legal requirements. You may not use this Personal Data for any other reason than providing the Services, complying with the law, or for any other purpose approved by The Glam Fairies .
• Process Personal Data on the documented instructions of The Glam Fairies , including with regards to any transfer of data to third countries or international organisations, unless required to do so by Data Protection Law or other law to which You are subject; in such a case, You shall notify The Glam Fairies  of that legal requirement prior to Processing, unless that law prohibits such disclosure for important reasons of public interest.
• Ensure that any person acting under your authority who has access to Personal Data is subject to a duty of secrecy and may only Process such data in line with Your instructions and never in a manner forbidden by this Agreement.
• At all times, taking into account the nature of the Processing, establish technological and organisational safeguards commensurate with the level of risk to ensure:
• The capacity to maintain the secrecy, availability, and availability of processing systems and services,
• Protection of Personal Data from unauthorised or illegal Processing, access, disclosure, copying, modification, storage, reproduction, display, or distribution
• The capacity to quickly restore the availability and accessibility of Personal Data in the event of a physical or technical incident
• The standards of the GDPR pertaining to electronically protected health information were applicable.
• Ensure that the Personal Data in your possession is protected by solid policies and procedures and trustworthy, well-trained personnel.
• Ensure that each of its employees, agents, subcontractors, and any other persons acting under Your authority are made aware of Your obligations and duties under this Agreement with respect to the confidentiality, integrity, and availability of the Personal Data, and require that they enter into binding obligations with You in order to maintain the levels of confidentiality, security, and protection stipulated in this Agreement.
• Not disclose Personal Data directly or indirectly to any third party without The Glam Fairies ’s prior written approval. Under the terms of this Agreement, you are expressly permitted to disclose Personal Data as required by law.
• not employ another subprocessor without The Glam Fairies ’s prior specific or general written authorization. You must advise The Glam Fairies  of any anticipated changes regarding the addition or replacement of other sub-processors in the case of a general written authorization, giving The Glam Fairies  the chance to object to such changes.
• Ensure that, where You engage another sub-processor to carry out specific Processing activities on behalf of The Glam Fairies , the same data protection obligations herein are imposed on that sub-processor by means of a contract or other legal act under Data Protection Law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures so that the processing will meet the requirements of Articles 32 and 2 of the GDPR. You shall remain fully liable to The Glam Fairies  for the fulfilment of that other sub-obligations processor if that other sub-processor fails to comply with its data protection obligations.
• Assist The Glam Fairies , to the extent possible, in the fulfilment of The Glam Fairies ’s obligation to respond to requests for exercising the data subject’s rights in accordance with the Data Protection Law.
• Assist The Glam Fairies  in ensuring compliance with The Glam Fairies ’s obligations regarding the security of processing, notification of Personal Data breaches to the appropriate supervisory authority or regulator, communication of Personal Data breaches to the Member, Data Protection impact assessments, and prior consultation with the appropriate supervisory authority or regulatory agency, as applicable.
• Notify The Glam Fairies  immediately and without undue delay if any Personal Data is lost, destroyed, damaged, corrupted, or rendered unusable, or if there is any accidental, unauthorised, or unlawful processing of Personal Data, or if there is any Personal Data breach.
• Make available to The Glam Fairies  all information required to demonstrate compliance with the Data Protection Laws and the terms of this Agreement, as well as permit and contribute to audits, including inspections, conducted by The Glam Fairies  or another auditor designated by The Glam Fairies .
• Notify The Glam Fairies  immediately and without undue delay, if it believes it has been asked to perform something that violates the Data Protection Laws.
• Where relevant for therapists helping members in the European Union and the United Kingdom, maintain a record of all categories of processing operations performed on behalf of The Glam Fairies  that comply with Article 30 of the General Data Protection Regulation.
• Where applicable, maintain a record of internal practises, books, and records pertaining to the use and disclosure of protected health information received from, or created or received by You on behalf of The Glam Fairies  for the purposes of HHS and other regulatory agencies determining compliance with the Data Protection Laws, and make such documentation available to regulators as required.
• Cooperate with the appropriate supervising authority or regulator in the performance of its duties, as applicable.
• At The Glam Fairies ’s discretion, either delete or return all Personal Data to The Glam Fairies  after the conclusion of the provision of services described in section 3.2 relating to the Processing and erase any existing copies of the Personal Data, unless the Data Protection Law or some other law requires the storage of the Personal Data.
• Not sell Personal Information or aggregate or de-identify Personal Information for any purpose other than providing the Services.
• You represent and warrant that You will abide by the provisions of this Agreement and any applicable Data Protection Law.

5. Responsibilities of the The Glam Fairies
   • The Glam Fairies represents and warrants that it will comply with the provisions of this Agreement and all applicable Data Protection Law and that it has obtained all required authorization to provide You with the Personal Data.
   • The Glam Fairies is required to implement adequate technical and organisational steps to ensure:
   • The capacity to maintain the secrecy, availability, and availability of processing systems and services,
   • The capacity to quickly restore availability and access to Personal Data in the event of a physical or technical incident
   • A procedure for testing, assessing, and evaluating the efficiency of technological and organisational measures to ensure the security of the processing on a regular basis.
   • The Glam Fairies shall take steps to ensure that any natural person acting under The Glam Fairies ’s authority who has access to the Personal Data only processes the Personal Data in accordance with The Glam Fairies ’s written instructions.
   • The Glam Fairies may furnish You with the Personal Information referred to in Section 3 of this Agreement.
6. Personal Data Transfers
   • The Glam Fairies hereby enables You to transfer the Personal Data as follows:
   • You may transmit the Personal Data internally to your own members of staff, offices, and facilities.
   • You may send Personal Data to Your sub-processors so long as such transfers are necessary for the provision of the Services.
   • You may transfer Personal Data to third countries or foreign organisations acting as sub-processors, so long as such transfers comply with applicable Data Protection Laws.
7. Liability
   • You shall be liable for and indemnify The Glam Fairies for any action, proceeding, responsibility, cost, claim, or expense caused or incurred by, awarded against, or agreed to be paid by The Glam Fairies  in connection with
   • Your failure or the failure of subprocessors employed by You to perform Processing activities on behalf of The Glam Fairies in accordance with Data Protection Laws and this Agreement, and Any violation of Your responsibilities under this Agreement.
8. Termination
   • You may terminate this Agreement by providing The Glam Fairies with 90 days prior written notice. Upon delivering The Glam Fairies  written notice of termination, You must promptly return all data collected from The Glam Fairies .
   • The Glam Fairies may terminate this Agreement at any time with 90 days written notice, or immediately if You breach any of its terms.
   • The provisions of clause 4 shall survive the termination of this Agreement and continue in full force and effect until all data is returned to The Glam Fairies and in respect of assisting The Glam Fairies  to comply with any of its data protection duties and obligations outlined in clause
9. Assignment
   • Neither party may transfer or assign this Agreement without the prior written agreement of the other party.
10. Jurisdiction

This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by and construed in accordance with the laws of the United Kingdom with respect to the Personal Data of Members in the United Kingdom or European Union and the laws of Delaware with respect to Personal Data of Members in all other jurisdictions, and any dispute, proceeding, or claim between the Parties relating to this Agreement shall be submitted to the exclusive jurisdiction of the courts of the United Kingdom.