TelXL Standard Terms for Consultants

(including via PSC)

 Version: 1.0 | Effective date: 1 October 2025 

These Standard Terms apply to each Statement of Work (SOW) or Heads of Terms (HoT) that references them. By signing an SOW/HoT or starting the Services, the Supplier agrees to these Terms.

 1. Definitions 

• TelXL, we or us: TelXL Limited (company no. 4249562), Unit 3, Centech Park, Fringe Meadow Road, Redditch, B98 9NR, United Kingdom.
• Supplier, you: The individual or company named in the SOW/HoT providing the Services. If the Supplier is a company acting as a personal service company, it is referred to as a PSC.
• Named Consultant: The individual identified in the SOW/HoT as the main person who will perform the Services (used where the Supplier is a PSC).
• Services: The services described in the applicable SOW/HoT, including any Deliverables.
• Deliverables or Works: Any outputs, materials, software, documents, reports, designs, code, content or other items the Supplier creates or supplies under the SOW/HoT.
• Client Materials: Materials we supply to the Supplier for use in the Services.
• Business Day: A day (other than Saturday, Sunday or public holiday in England) when banks in London are open.
• Confidential Information: Any non‑public information about a party’s business disclosed in connection with the Services, including trade secrets, financials, customers, technology and know‑how, whether oral or written.
• Deemed Employment and Off‑Payroll Working rules: As set out in Chapter 10 of Part 2 Income Tax (Earnings and Pensions) Act 2003 and related regulations (commonly referred to as IR35 / off‑payroll working).
• SOW/HoT: The statement of work or heads of terms setting out the engagement specifics and referencing these Terms

 2. How these Terms work

2.1 Contract. Each SOW/HoT and these Terms form a single contract for the relevant engagement. In the event of conflict, the following order of priority shall apply: (1) signed change control or variation, (2) SOW/HoT, (3) these Terms.

2.2 Changes. No variation of the SOW/HoT or these Terms shall be effective unless in writing and signed by both parties. We may update these Terms at the URL above, but an update will not change an already signed SOW/HoT unless both parties agree. The version in force on the SOW/HoT date applies.

 3. Term and termination

3.1 Term. The engagement starts on the commencement date in the SOW/HoT and continues until completed or ended under this clause.

3.2 Convenience termination. Either party may end an SOW/HoT for convenience on 10 Business Days’ written notice. You are entitled to fees for Services properly performed up to termination and any agreed, reasonable non‑cancelable third‑party costs you have incurred with our prior written approval.

3.3 Immediate termination for cause. We may end the engagement immediately by written notice if:

• • (a) gross misconduct, serious or repeated breach, or refusal to follow lawful and reasonable directions;
  • (b) criminal conviction (excluding minor motoring offences punishable by fine only);
  • (c) negligence or material incompetence in performing the Services;
  • (d) bankruptcy/insolvency of you or (for a PSC) material change of control of the PSC or the Named Consultant ceasing to be engaged by the PSC without our consent;
  • (e) incapacity of the Named Consultant or (for an individual Supplier) the Supplier for 5 days in any one‑week period;
  • (f) the engagement is determined by us or HMRC to be Deemed Employment;
  • (g) breach of anti‑bribery, anti‑slavery, tax evasion facilitation or data protection laws or our policies.

 3.4 Effect of termination. On termination you will promptly:

• • (a) return all Client Materials, equipment and Confidential Information;
  • (b) delete our Confidential Information and confirm in writing you have done so;
  • (c) deliver all Works (including work‑in‑progress) we have paid for or will pay for.

 3.5 Survival. Clauses on confidentiality, IP, indemnities, limitation of liability, tax/IR35, notices  and governing law survive termination.

 4. Status, independence and substitution

 4.1 Status. The relationship is that of independent contractor. Nothing creates employment,   worker, agency, fiduciary or partnership status between you and us.

 4.2 Control. You are responsible for how the Services are performed, subject to the   SOW/HoT   requirements and reasonable cooperation with our team.

 4.3 Substitution.

• • (a) PSC engagements: The PSC may provide an alternative equally‑qualified substitute at its cost with our prior consent (not to be unreasonably withheld or delayed). We may require reasonable vetting and confidentiality undertakings.
  • (b) Individual engagements: You will not appoint a substitute to deliver core Services without our prior written consent.

 4.4 No authority. You have no authority to bind us or incur costs on our behalf without our   prior written approval.

 5. Supplier obligations

5.1 Performance. Perform the Services with due care, skill and diligence, using appropriately qualified personnel, and keep us informed with reasonable reports as requested.

5.2 Time and availability. Make the time commitments stated in the SOW/HoT and use reasonable efforts to meet any agreed milestones.

5.3 Policies and site safety. When on our premises or using our systems, comply with our notified policies (including security, anti‑bribery, anti‑slavery, anti‑harassment, data protection, and acceptable use) and health and safety rules.

5.4 Third‑party help. You may use third parties for administrative tasks incidental to the Services at your own cost. You will ensure they accept confidentiality obligations acceptable to us.

5.5 Conflicts. Do not take on work that creates an actual or perceived conflict of interest with the Services. Tell us promptly if a conflict arises.

 6. Fees, expenses and payment

6.1 Fees and invoices. Fees are as set out in the SOW/HoT (exclusive of VAT). Unless stated otherwise, invoice monthly in arrears with reasonable detail of Services performed, days/hours spent (if time‑based), milestones achieved and expenses (if any).

6.2 Payment terms. Subject to clause 6.4, we will pay undisputed, properly issued invoices within 30 days of receipt.

6.3 Expenses. You bear your own expenses unless the SOW/HoT expressly states we will reimburse them. Any reimbursable expenses must be pre‑approved in writing and supported by receipts.

6.4 Set‑off and deductions. We may set off amounts you owe us against any sums we owe you. Where required by law (including off‑payroll working/IR35), we may deduct income tax and National Insurance (and similar) from payments and account for them to HMRC.

6.5 No waiver. Any payment does not waive our rights in relation to non‑conforming Services.

 7. IR35 / Off‑Payroll Working and tax

7.1 Information. You will promptly provide information and documents we reasonably request to assess off‑payroll status and comply with legal obligations, and notify us of any material change.

7.2 Determinations. If we determine (or HMRC subsequently determines) that an engagement is Deemed Employment, we may:

• • (a) amend the engagement terms (including payment mechanics) to comply with law;
  • (b) deduct and account for employment taxes and National Insurance from payments; and/or
  • (c) terminate under clause 3.3(f).

7.3 Supplier responsibility and indemnity. Except to the extent we are legally required to deduct at source, you are responsible for your own taxes, National Insurance and social security. You shall fully indemnify and hold harmless TelXL from and against all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with (a) any breach of this Agreement by you, (b) any employment-related claims by you (or the Named Consultant) and for any taxes, contributions, penalties, interest and reasonable costs we incur arising from your failure to account for them (including IR35/off-payroll working), and (c) any other third-party claims resulting from your acts or omissions. This indemnity shall not be subject to any liability cap or exclusions except those required by law.

 8. Confidentiality

8.1 Keep confidential. Each party will keep the other’s Confidential Information secret and use it only to perform or receive the Services. Except as permitted by clause 8.2, neither party shall disclose the other party’s Confidential Information to any third party without the other party’s prior written consent. These obligations shall survive termination or expiry of this agreement for a period of three (3) years.

8.2 Permitted disclosures. A party may disclose Confidential Information:

• • (a) to its personnel and professional advisers who need to know it and are bound by confidentiality obligations; or
  • (b) if required by law or a competent authority (and where lawful, after giving prompt notice to the other party).

 8.3 Exclusions. This clause does not apply to information that is or becomes public (other   than by breach), was already known without duty of confidence, or is independently   developed without use of the other’s Confidential Information.

 8.4 Return or delete. On request or termination, promptly return or delete the other party’s   Confidential Information, subject only to legal or regulatory record‑keeping requirements.

 9. Data protection

9.1 No processing unless agreed. You will not access or process personal data for us unless expressly agreed in writing. If personal data processing is required, the parties will enter into TelXL’s Data Processing Addendum before any processing occurs.

9.2 Compliance. Each party will comply with applicable data protection laws in the UK, including UK GDPR and the Data Protection Act 2018.

 10. Intellectual property

10.1 Client Materials. We warrant we have the right to use the Client Materials we provide. You will use Client Materials only for the Services and return them on request.

10.2 Ownership of Works. All intellectual property rights in the Works and Deliverables shall vest in us (TelXL) upon creation. You assign (and shall procure the assignment of) all present and future IP rights in the Works and Deliverables to us absolutely, with full title guarantee. You shall procure such assignment and waivers from all personnel involved in the creation of the Works and Deliverables and provide evidence of such assignments and waivers on request.

10.3 Moral rights waiver. You will (and, if a PSC, will procure the Named Consultant and relevant personnel to) irrevocably waive moral rights in the Works and Deliverables to the fullest extent permitted by law, and provide evidence of such waivers on request.

10.4 Further assurances. You will promptly sign documents and do things we reasonably request (at our expense) to perfect, protect or enforce our rights in the Works.

10.5 Warranty and indemnity. You warrant the Works are original or you have all necessary rights to deliver them and that our use of the Works will not infringe third-party IP. You shall fully indemnify and hold harmless TelXL from and against all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with any allegation that the Works infringe a third party’s IP, except to the extent caused by our Client Materials not used or modified by you beyond our instructions. This indemnity shall not be subject to any liability cap or exclusions except those required by law.

10.6 Use of Supplier pre‑existing IP. If the Works or Deliverables include your pre‑existing IP, you retain ownership of such preexisting IP but grant us a worldwide, perpetual, irrevocable, royalty-free licence (with rights to sublicense) to use, copy, modify and exploit it as part of or with the Works and Deliverables.

 11. Anti‑bribery and tax evasion facilitation

11.1 Anti‑bribery. You will comply with the Bribery Act 2010 and our anti‑bribery policy (as notified), maintain adequate procedures to prevent bribery and promptly report any request for an undue advantage.

11.2 Criminal Finances Act. You will not engage in any activity that would constitute a UK or foreign tax evasion facilitation offence under the Criminal Finances Act 2017, and will maintain reasonable prevention procedures. You will promptly report any request to facilitate tax evasion.

11.3 Foreign public officials. You will notify us immediately if a foreign public official becomes an officer/employee of you or acquires an interest in you (for a PSC/Company Supplier).

 12. Acceptance and quality

12.1 Acceptance. Unless the SOW/HoT states otherwise, we will confirm acceptance of Deliverables in writing. TelXL shall have 10 Business Days after delivery to review and accept or reject Deliverables by notifying rejection with reasons. Deliverables will not be deemed accepted without an opportunity for review. Rejected Deliverables will be promptly corrected and resubmitted at no extra cost.

12.2 Warranties. You warrant the Services will be provided with reasonable care and skill in line with good industry practice and the SOW/HoT.

 13. Insurance

You will maintain insurance appropriate to the Services (including professional indemnity and public liability) with reputable insurers at levels reasonably expected for the engagement and provide evidence on request.

 14. Limitation of liability

14.1 Cap. Our aggregate liability to you under or in connection with this Agreement (whether in contract, tort, including negligence, statutory duty or otherwise) shall not exceed the total fees paid or payable for that engagement in the 12 months prior to the event giving rise to the claim, except for liability which cannot be limited by law.

14.2 Carve‑outs. Nothing in this clause limits liability for death or personal injury caused by negligence, or for fraud, or any liability that cannot be limited by law.

14.3 Excluded damages. We are not liable for loss of profit, revenue, business, goodwill or indirect or consequential loss. Notwithstanding any other provision of this Agreement, your liability for indemnities, breach of intellectual property obligations, and wilful misconduct shall not be subject to any cap.

 15. Non‑exclusivity

You are free to work for others provided you avoid conflicts and meet your obligations under the SOW/HoT and these Terms.

 16. Notices

16.1 How to give notices. Notices under these Terms must be in writing and delivered by hand, pre‑paid first‑class post (or next‑day service) to the address below, or by email.

16.2 When received. Notices are deemed received:

• • (a) if delivered by hand: when delivered;
  • (b) by pre‑paid post/next‑day service: at 9:00am on the second Business Day after posting;
  • (c) by email: at the time of transmission, if sent during Business Hours in the place of receipt; otherwise at 9:00am the next Business Day. Business Hours means 9:00am–5:00pm, Monday to Friday, excluding public holidays in England.

16.3 Service of proceedings. This clause applies to service of proceedings unless mandatory law requires otherwise.

 17. Third‑party rights

No one other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this contract.

 18. Entire agreement and variation

18.1 Entire agreement. The SOW/HoT and these Terms are the entire agreement for the relevant engagement and replace anything discussed or agreed before on that subject.

18.2 Reliance. Each party confirms it has not relied on any statement not set out in the SOW/HoT or these Terms. Nothing excludes liability for fraud.

18.3 Variation. Any variation must be in writing and signed by both parties.

 19. Governing law and jurisdiction

These Terms and any non‑contractual obligations arising from them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with them.

 20. Engagement‑specific provisions for PSCs and Individuals

 20.1 If the Supplier is a PSC:

• • (a) The Named Consultant will be the primary individual delivering the Services unless a substitute is agreed under clause 4.3(a).
  • (b) You warrant you have a valid written assignment from the Named Consultant of all IP in the Works and Deliverables and a waiver of moral rights, and will provide evidence of such assignments and waivers on request.
  • (c) You warrant the Named Consultant is not and will not be treated as our employee or worker. You will ensure the Named Consultant complies with your obligations that relate to performance of the Services.

 20.2 If the Supplier is an individual:

• • (a) You assign IP in the Works and Deliverables and waive moral rights under clause 10.3 on creation, and will provide evidence of such assignment and waiver on request.
  • (b) You are not our employee or worker, and you are responsible for your own taxes and social security except where we are legally required to deduct at source.

 21. Use of name and publicity

You will not use our name or logos in marketing without our prior written consent.

This document takes effect on the date it is referenced by an SOW/HoT and accepted, or when Services commence, whichever is earlier.