INTERPRETING SERVICES AGREEMENT · 2020-07-28 · Interpreting Services 3.1 Capita shall engage the...

Strictly Private and Confidential Capita Translation and Interpreting Ltd. Interpreter Terms Version 1.6 (NRCPD) May 2018 - Page 1 of 19

Agreement Ref: CTI Version 1.6 (NRCPD) May 2018

INTERPRETING SERVICES AGREEMENT

This Agreement sets out the terms and conditions upon which the Interpreter will provide Services to Capita.

1. Preamble

1.1 Capita provides foreign language interpreting and translation services (“Interpreting and Translation”) to a range of clients (“Clients”) for example local government bodies, the NHS, police forces across the United Kingdom.

1.2 Capita shall engage self-employed Interpreters to assist with providing interpreting and translation Services to its Clients.

2.1 Definitions

“Agreement” means this Agreement between the parties, including the Attachments and annexes attached hereto and the Job Confirmation; “Allocated” means that a Job has been offered to the Interpreter; the Interpreter has registered their interest in accepting the Job and the Job has subsequently been allocated to the Interpreter by Capita assigning it to their supplier profile in the Capita Supplier Portal;

“Capita” means Capita Translation and Interpreting Ltd. incorporated and registered in England and Wales with company number 05122429 and having its registered office at 17 Rochester Row, Westminster, London SW1P 1QT; “Capita Supplier Portal” means online portal which includes all relevant information for Interpreters and can be accessed via the link on the Job Confirmation;

“Cancellation Fees” means the cancellation fees payable by the Interpreter and as set out in the Online Payment Rate Sheet; “Commencement Date” means the date the Interpreter confirms acceptance of this Agreement by clicking to accept via the Capita Supplier Portal; “Data Protection Laws” means: (a) up to and including 24 May 2018, EC Data Protection Directive 95/46/EC and the United Kingdom Data Protection Act 1998; (b) on and from 25 May 2018, the Data Protection Legislation as defined in Attachment 3 (GDPR); and (c) all laws and regulations and sector recommendations containing rules for the protection of individuals with regard to the Processing of Personal Data, including without limitation security requirements for, and the free movement of, Personal Data; “Fees” means the payments which Capita agrees to pay to the Interpreter for the Job Allocated and undertaken which will vary depending upon the Job undertaken. An estimate of the amount payable is shown within the Capita Supplier Portal. The estimated amount is based on the hourly rate payable for the relevant Client plus any applicable travel time and / or mileage payments. The actual amount payable to the Interpreter shall be calculated using the relevant Client’s hourly rate, the Online Payment Rate Sheet and the actual time worked and confirmed on the fully completed timesheet in accordance with clause 5.6. “Interpreter” means the individual, company, or organisation who confirms acceptance of this Agreement by clicking to accept via the Capita Supplier Portal and whose details (including name

and address) appear on the Capita Supplier Portal under such individual’s supplier profile; “Job” means interpreting whether orally or in writing for example but without limitation drafting a witness statement based on the information provided by the Client and/ or Capita; “Job Confirmation” means the email sent by Capita to confirm the Interpreter has been Allocated to the specific Job referred to in the email which includes a link to the full Job details and estimated payments for that Job in the Capita Supplier Portal; “Location” means any location at which the Interpreter is asked to carry out the Services, for example a council office, police station or hospital; “Online Payment Rate Sheet” means the Payment Rates sheet which is accessible via the Capita Supplier Portal; "Relevant Laws" means the Bribery Act 2010, the Proceeds of Crime Act 2002, the Theft Act 1968 and the Fraud Act 2006 and any other applicable Laws; “Services” means foreign language or specialist interpreting and/or translation services as requested and detailed by Capita and as specified in the Job Confirmation in accordance with the terms of this Agreement; “Service Users” means individuals who utilise Services via a Client; “Term” means the duration of this Agreement as provided by the terms herein; “Termination Date” means the date of termination of this Agreement howsoever arising; 2.2 Interpretation 2.2.1 The headings in this Agreement are inserted for convenience only and shall not affect its construction. 2.2.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. 2.2.3 Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender. 2.2.4 Unless the context otherwise requires, words in the singular include the plural and in the plural, include the singular. 2.2.5 "Including", "included", "include", "such as", “for example” "comprising", "comprise" and the like shall be deemed to be completed by the expression "but not limited to". 2.2.6 These terms and conditions and attachments shall prevail over the Interpreter’s standard terms and conditions or any terms or conditions contained in, referred to, attached to, suggested verbally or enclosed with any Interpreter’s provided documentation or otherwise, including but not limited to the Interpreter’s acceptance or confirmation of a Job or implied by law, trade custom, practice or course of dealing which shall have no effect and this Agreement negates the same.


Attachments: Attachment 1 - Interpreter Code of Professional Conduct Attachment 2 - Job Management and General Administration Attachment 3 - GDPR and annex

3. Interpreting Services

3.1 Capita shall engage the Interpreter and the Interpreter shall provide the Services to Capita on a non-exclusive and self-employed basis, on the terms of this Agreement. 3.2 Capita is under no obligation to offer a Job to the Interpreter and neither is an Interpreter obliged to accept a Job which has been offered to him/her. For the avoidance of doubt, the Interpreter may decline a Job offered to him/her. 3.3 Capita may offer Jobs to the Interpreter, and the Interpreter may register their interest to accept the Job using one of the methods as directed by Capita from time to time (e.g. telephone/ SMS/the online portal). 3.4 Even if the Interpreter expresses an interest in accepting a Job, Capita is not obliged to Allocate the Interpreter the Job. 3.5 If a Job has been Allocated to the Interpreter, a Job Confirmation will be issued, after which, the Interpreter is obliged to provide the Services for the Fees. 3.6 Once a Job has been completed as agreed between the parties, Capita is not obliged to offer the Interpreter another Job. 3.7 In the event that an Interpreter undertakes any activity which has not been detailed by Capita in accordance with this Clause 3, Capita shall have no obligation in respect of any payment or otherwise to the Interpreter. 3.8 Furthermore the Interpreter shall have no rights under this Agreement in respect of any such activity which is not detailed by Capita in accordance with this Clause 3. 3.9 Nothing in this Agreement shall prevent the Interpreter from being employed, engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the term of this Agreement provided that such activity does not cause a breach of any of the Interpreter’s obligations under this Agreement. 4. Duration 4.1 Without prejudice to the remainder of this Agreement and any notice provisions which may be set out in the Job Confirmation, this Agreement shall be deemed to have commenced on the Commencement Date and shall continue unless and until such time that either party terminates this Agreement as provided by the terms of this Agreement. 5. Interpreter’s Obligations 5.1 During the Term the Interpreter shall provide the Services to Capita or to the Client where requested to do so and shall devote such of his/her time, attention and abilities as may be necessary for the proper performance of the agreed Services and/or to complete the Job under this Agreement and at such Locations as are set out in the Job Confirmation. 5.2 The Interpreter shall at all times make all reasonable endeavours to be contactable via a mobile device on any day when the Interpreter is engaged and has agreed to provide Services to Capita, other than at such times that the Services are being performed by the Interpreter.

5.3 The Interpreter warrants and undertakes to Capita that: (i) s/he shall provide the Services to Capita in accordance

with the terms of this Agreement and shall discharge all of his/her obligations under this Agreement in a timely, prompt and diligent manner and with all reasonable due care, skill and diligence, in accordance with good industry practice (including compliance with Attachment 1 - Interpreter Code of Professional Conduct which provides guidance on good industry practices). For the purposes of this Agreement, this shall mean the exercise of a degree of skill, diligence and foresight which would reasonably and ordinarily be expected from a skilled and experienced interpreter seeking in good faith to comply with its contractual obligations (including any specific obligations as set out in the Job Confirmation), complying with all applicable and relevant laws in force from time to time. A failure to do so will be classed as a material breach of this Agreement.

(ii) s/he has full capacity, capability and authority (including,

but not limited to, all necessary licences, qualifications, consents, security clearance checks (and, where applicable, any visa requirements and vaccinations) as requested or required by Capita and/or its Clients from time to time, to perform the duties agreed under this Agreement.

(iii) s/he is not party to any agreement or arrangement which

may prevent or hinder the proper performance and discharge of his/her obligations under this Agreement;

(iv) s/he will cooperate with Capita in all matters relating to

each Job as detailed in the Job Confirmation and s/he will promptly give to Capita all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services.

5.4 If the Interpreter is unable to provide the Services for any reason or due to illness or injury, s/he will immediately notify Capita of that fact and inform Capita of the circumstances as soon as is reasonably practicable. For the avoidance of doubt no Fee shall be payable to Interpreter in respect of any period during which the Services are not provided. In any event the Interpreter shall remain liable to Capita in accordance with clause 11.3. 5.5 If the Interpreter is not able to accept a Job offered to him/her for whatever reason or is unable to undertake a Job which has already been Allocated to the Interpreter, the Interpreter shall immediately notify Capita of this and inform Capita of the circumstances as soon as possible. In such a case, the Interpreter may suggest/nominate another suitable interpreter to pick up the Job. Such nominated interpreter should already be an approved supplier of interpreting services with Capita or be willing to complete registration with Capita, complete Capita’s vetting process and sign up to this Agreement. Where reasonable and possible to do so, Capita will endeavour to use the suggested nominated interpreter. No Fees will be paid to the Interpreter for any period in which the Services are not provided by the Interpreter. Capita shall have no liability to pay any Fees for a Job that has not been completed either in full or on time but may at its sole discretion, make a partial payment taking into account the Services already delivered. In any event the Interpreter shall remain liable to Capita in accordance with clause 11.3. 5.6 For any Services which the Interpreter is to provide under this Agreement, the Interpreter shall obtain from Capita’s Supplier Portal a time sheet and for any Services the Interpreter provides under this Agreement the Interpreter shall fully complete, sign and date such timesheet and attach to this any other necessary paperwork which confirms the duration worked and that the Job has been completed, and if applicable, and if agreed in advance


with Capita, details and receipts of any expenses claimed. All Client sections of the timesheet must be fully completed and countersigned by a representative of the Client and must subsequently be retained by the Interpreter. Upon request by any representative of the Client, an Interpreter shall allow the Client to make copies of fully completed timesheets. In the event of any dispute in relation to any payment, a fully completed timesheet will be the Interpreter’s primary evidence of any work undertaken. It is incumbent upon the Interpreter to retain timesheets for a suitable duration and in any event for a minimum of 12 (twelve months) months for verification purposes, for example, disputes, Client audits or resolving Client queries. Where applicable, the Interpreter shall input the details of the fully completed time sheet onto the Capita Supplier Portal or where applicable submit the fully completed timesheet to Capita. For the avoidance of doubt there should never be a situation where the times shown on the Interpreters timesheet/s overlap or where more than one submission is made on the Capita Supplier Portal which shows the Interpreter has worked more than one job for the same time period. The Interpreter will only ever be paid once for any period of time claimed. 5.7 During the Term, the Interpreter undertakes that s/he shall:

(i) use his/her reasonable endeavours to protect the interests of Capita when providing the Services;

(ii) where required, attend conference calls, and prepare and submit any reports or supply any information relating to the Services as may be required or requested by Capita from time to time;

(iii) comply with those policies and procedures of Capita (and where appropriate, any Client) relevant to the completion of any Job Allocated to the Interpreter.

5.8 Without prejudice to Capita’s other rights and remedies set out in this Agreement, the Interpreter shall promptly inform Capita of any errors or omissions in the Interpreter’s provision of the Services, and the Interpreter shall take steps to ensure that such errors are not repeated. In the event of repeated errors or omissions of a similar nature, these will be addressed in line with Capita’s Quality Assurance and Behaviour Management policy as displayed on the Capita Supplier Portal. 5.9 Without prejudice to the remaining terms of this Agreement, the Interpreter shall not register an interest in accepting a Job which would or might result in the creation of a conflict of interest in respect of the provision of the Services/ the Interpreter’s ability to undertake the Job or the business affairs of Capita. In the event that the Interpreter becomes aware of a potential conflict of interest, the Interpreter shall notify Capita immediately. 5.10 The Interpreter shall at all times comply with all health and safety rules and regulations that apply at any Location, and shall furthermore notify an authorised official at the venue and Capita immediately upon becoming aware of any health and safety hazards or issues which arise in relation to the Services described in the Job Confirmation. 5.11 The Interpreter shall inform Capita as soon as is reasonably practicable in the event that the Interpreter is convicted of a criminal offence or is arrested on suspicion of or accused of or charged with any criminal offence. 5.12 The Interpreter shall promptly and in a timely manner inform Capita of any anticipated or possible non-performance or underperformance in respect of a Job or the Interpreter’s ability to provide the Services. 5.13 Where an actual or potential extension to the duration of a Job or another job which the Interpreter may have accepted via a

source other than Capita may result in the Interpreter being unable to attend a subsequent Job which has been Allocated by Capita to the Interpreter, the Interpreter shall inform Capita immediately. Failure by the Interpreter to inform Capita as described in this clause may result in the Interpreter being charged a Cancellation Fee. The current rates of Cancellation Fees are contained in Online Payment Rate Sheet. In cases where Capita is liable for additional charges as a result of such failure by the Interpreter to inform Capita and/ or as a result of non-attendance (whether or not a Cancellation Fee is charged to the Interpreter), the Interpreter will be liable to pay these additional charges. 5.14 The Interpreter shall provide his/her own equipment (for example mobile telephone, laptop, pens and paper) as may be required to provide the Service. Capita shall not be liable to bear the cost of any such equipment or to provide any equipment. 5.15 The Interpreter shall provide to Capita, in a timely manner, up to date details and/or documentation in relation to his/her address, qualifications, HMRC information and evidence of the Interpreter's right to work and reside in the UK as may be required/requested by Capita. It is the Interpreter's responsibility to update Capita if any information provided, subsequently changes. 5.16 By entering into this Agreement the Interpreter gives its consent for Capita to obtain references, confirmation of security clearances and to carry out checks to verify qualifications with the relevant awarding bodies. 5.17 Unless specifically authorised to do so by Capita in writing, the Interpreter shall not: (i) have any authority to incur any expenditure in the name of or for the account of Capita; (ii) hold himself/herself out as having authority to bind Capita. (iii) hold himself/herself out as being an employee/ worker/agency worker or partner of Capita.

5.18 Where applicable, the Interpreter agrees to comply with its obligations under the Immigration Asylum and Nationality Act 2006 and/or any other relevant UK legislation as well as any regulations or relevant codes of practice. 5.19 Where there are any specific obligations placed upon Capita in any Client agreements, Capita shall notify Interpreter of this and such additional terms will form part of this Agreement. 5.20 The Interpreter shall not misuse or improperly circulate Inside Information (as defined in section 118C Financial Services and Markets Act 2000 or similar legislation elsewhere). The Interpreter acknowledges its legal and regulatory duties in relation to Inside Information and shall at all times be aware of the sanctions attaching to the misuse or improper circulation thereof. 6. Capita’s Obligations 6.1 Capita shall provide the Interpreter with all necessary access to information reasonably required for the completion of each Job which has been Allocated to the Interpreter. 6.2 Subject to the Interpreter having completed the necessary documentation and processes at the end of the Job, within any timescales requested by Capita from time to time, Capita will produce a remittance note showing the proposed payments which will be made to the Interpreter in relation to those Jobs. If the process communicated by Capita has not been followed, then a remittance note will not be raised until such processes have been completed.


7. Fees/ Invoices and Benefits 7.1 In consideration of the provision of the Services to the reasonable satisfaction of Capita, Capita shall pay to the Interpreter the appropriate Fees as agreed between the parties from time to time, provided that: (i) The completion of the Job has been verified where either:

(a) the Interpreter has electronically completed and verified timesheet data using the Capita Supplier Portal or as directed from time to time within 21 (twenty-one) days of the date of completion of the Job; or

(b) Where Capita is required to close down Jobs on behalf of the Interpreter, the Interpreter has submitted copies of the fully completed and signed timesheet (as per the requirements set out in clause 5.6) to Capita within 21 (twenty-one) days of the date of completion of the Job.

AND (ii) the Interpreter has subsequently accepted the payment which Capita proposes to make to the Interpreter in respect of a Job, as set out under the relevant Job in the Capita Supplier Portal (which may be referred to as the “pro forma invoice”) within 90 (ninety) days; or (iii) in circumstances including, but not limited to, where an agreement between Capita and its Client to which Interpreter has provided, provides or is providing Services is due to come to and or has come to an end through termination or expiry Capita shall notify the Interpreter of an alternative timeframe to that set out in clause 7.1 (ii) within which to accept the due amount as set out under the relevant Job in the Capita Supplier Portal (which may be referred to as the “pro forma invoice”) for that particular Client (“Notified Period”) and the Interpreter shall accept the due amount within such Notified Period.

7.2.1 Where the Interpreter has failed to comply with clause 7.1 (i) (a) or (b) as applicable the Interpreter shall not be entitled to receive any payment and Capita may terminate this Agreement in accordance with clause 9.1 (iii).

7.2.2 In the event that an Interpreter has not completed acceptance as described at 7.1 (ii) or 7.1 (iii) above within the timeframe (90 (ninety) days as per clause 7.1 (ii) or within the Notified Period as per clause 7.1 (iii) then the Interpreter shall not be entitled to receive any payment and Capita may terminate this Agreement in accordance with clause 9.1 (iii).

7.3 Capita will endeavour to make any payments due to the Interpreter within 15 (fifteen) working days of acceptance as described at 7.1 (ii) above or 7.1 (iii) above. 7.4 Payment of any Value-Added Tax properly chargeable on such Fees shall be made within 25 (twenty-five) working days of receipt of a valid Value Added Tax invoice from the Interpreter and subject to the Interpreter providing any other necessary documentation requested by Capita. 7.5 The Fees and any other payments due to the Interpreter shall be made by BACS payment to the Interpreter’s nominated bank account.

7.6 In the event of any dispute between the Interpreter and Capita concerning a pro-forma invoice or remittance note, the amount in dispute shall be resolved reasonably between the parties. Any dispute instigated by the Interpreter shall only be considered if supported by a fully completed timesheet and (where applicable) receipts in accordance with Clause 5.6. Subject to clause 7.18, in the event of any discrepancies between the duration worked, as

set out in a completed timesheet, and the duration worked, as set out in electronic invoice then a fully completed timesheet (signed by a representative of the Client) shall have precedence in all circumstances. Either party may initiate a dispute relating to any individual payment within 90 (ninety) days of the date of commencement of the associated Job except that in circumstances where an agreement between Capita and its Client to which the Interpreter has provided, provides or is providing Services is due to come to an end or has come to an end through termination or expiry, Capita shall notify the Interpreter of an alternative timeframe within which any disputes relating to the individual payment for that particular Client may be brought. 7.7 Not used. 7.8 For the avoidance of doubt Capita shall retain electronic records relating to each Job for 90 (ninety) days after the Job has been closed down in the Capita Supplier Portal only. 7.9 For the avoidance of doubt no payment will be made by Capita to the Interpreter in respect of holiday, sickness, pension rights, redundancy pay or other benefits, other than as set out in this Agreement. 7.10 For the avoidance of doubt, Capita shall not pay any fines or additional costs incurred by the Interpreter whilst completing a Job not agreed in advance, such as, but not limited to, parking or speeding fines. 7.11 As a self-employed individual, the Interpreter will be solely responsible for all tax liabilities, national insurance contributions, social security contributions and any other taxes and deductions payable in respect of Fees and any other payments made to the Interpreter. 7.12 Capita reserves the right to deduct from the Fees (and any other sums) due to the Interpreter, any sums which the Interpreter may owe to Capita at any time. The Interpreter agrees to such a deduction being made, provided that Capita advises the Interpreter in advance of the proposed deduction and gives the Interpreter a reasonable opportunity to challenge the deduction. 7.13 The payment in whole or part of the Fees or any other sums shall be without prejudice to any claims or rights of Capita against the Interpreter in respect of the provision of the Services. 7.14 In the event that the Interpreter fails to attend a Job without notifying Capita or cancels his/her attendance at a Job or where the lateness of Interpreter results in a Job not being capable of proceeding, then the Interpreter may be liable for a Cancellation Fee. In cases where Capita is liable for additional charges as a result of the Interpreter’s failure to notify Capita of their non-attendance or cancels their attendance at a Job or does not attend a Job or where the lateness of Interpreter results in a Job not being capable of proceeding (whether or not a Cancellation Fee is charged to the Interpreter), the Interpreter will be liable to pay these additional charges. 7.15 In the event that Capita cancels a Job then from time to time the Interpreter may be due a job cancellation payment from Capita. The circumstances under which a job cancellation payment would be payable and the current rates are set out in the Online Payment Rate Sheet. 7.16 In the event that a Job is deemed to not have been undertaken to the expected standard, then Capita shall be entitled to charge a “complaint administration fee” in respect of such work. Further details of the current complaint administration fee rates are set out in the Online Payment Rate Sheet. 7.17 The Interpreter shall ensure, throughout the Term that he/she does not have in place any arrangement involving the use of any


scheme to avoid UK tax by diverting the payments or monies received pursuant to this Agreement or income of a UK resident individual to a non-UK resident company, partnership, person or trust. A failure to do so will be classed as a material breach of this Agreement. 7.18 Timesheets that have been tampered with or where times are crossed out and re-entered will not be acceptable to Capita and no Fees will be paid to the Interpreter in respect of the individual Job to which such timesheets relate. 7.19 If Capita fails to pay the Interpreter by the due date, the Interpreter may charge Capita interest on any overdue sums, accruing daily at the rate of 2% (two percent) per annum above the base rate of Barclays Bank Plc. 7.20 Where the Interpreter in any way whatsoever deviates from Capita’s instructions in relation to the Services or related processes and Capita incurs administration costs as a result of such deviation Capita reserves the right to deduct reasonable administration costs incurred by Capita from payments due to the Interpreter. 7.21 In paying the Fees, where possible, payment rates are set out in the Online Payment Rate Sheet, however, where this is not possible the rates applicable to individual Clients will apply.

7.22 provisions relating to Job Management and General Administration are set out in Attachment 2. 7.23 Expenses including travel expenses shall only be paid in accordance with the provisions set out in Attachment 2 7.24 General process and information about being a supplier to Capita are set out in the Supplier hand book

8. Liability 8.1 The Interpreter shall have personal liability for and shall indemnify Capita for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Interpreter of the terms of this Agreement including any negligent or reckless act, omission or default in the provision of the Services. 9. Termination 9.1 Notwithstanding the remaining terms of this Agreement, Capita may terminate this Agreement with immediate effect with no liability to make any further payment to the Interpreter (other than in respect of any amounts accrued before the Termination Date) at any time, or in the following circumstances: (i) In Capita’s opinion, the Interpreter is not competent to

perform the Services. (ii) The Interpreter has committed a serious act which affects

Capita or its business or a Client. (iii) The Interpreter neglects or omits to perform the Services or

any of its duties or obligations under this Agreement including failing to comply with any terms of the Agreement or any process detailed herein.

(iv) The Interpreter fails to carry out the Services or the duties

reasonably and properly required of him/her under this Agreement or the Interpreter commits any serious or repeated breach or non-observance of any provisions of this Agreement or refuses or neglects to comply with any reasonable or lawful directions of Capita or a Client.

(v) The Interpreter is convicted of any criminal offence.

(vi) The Interpreter is declared bankrupt or makes any

arrangement with or for the benefit of his/her creditors or has a county court administration order made against him/her

(vii) The Interpreter commits any offence under the Bribery Act

2010.

(viii) The Interpreter commits any fraud or dishonesty or acts in any manner which in Capita/ a Client’s opinion has/ is likely/ may bring Capita or any of its group companies or the Client into disrepute or is materially adverse to the interests of Capita or any of its group companies or the Client;

(ix) The Interpreter is at any time in breach of Clause 7.17 or

Capita has good reason to believe that the Interpreter is or will in future be in breach of Clause 7.17; or any competent authority (including, without limitation, Her Majesty's Revenue and Customs) instigates any investigation or brings any charges against the Interpreter in relation to the use of a scheme of the type identified in Clause 7.17;

(x) The Interpreter no longer has the right to work and/or live in the UK and continuing to engage the Interpreter is not permitted by the relevant legislation in force from time to time.

9.2 Capita’s rights under this clause are without prejudice to any other rights it may have at law to terminate this Agreement or to accept any breach of this Agreement on the part of the Interpreter as having brought the Agreement to an end. Any delay by Capita in exercising its rights to terminate shall not constitute a waiver of these rights. 9.3 The Interpreter may terminate this Agreement by giving 14 (fourteen) working days’ notice in writing by post or email to: Capita Translation and Interpreting, Riverside Court, Huddersfield Road, Delph, Oldham OL3 5FZ. Equally Capita may terminate this Agreement without giving any reasons by giving 14 (fourteen) working days' notice in writing by post or email to the Interpreter's home address as advised by the Interpreter from time to time. 9.4 Termination or expiry of this Agreement shall not affect either of the parties’ accrued rights or liabilities or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination of the Agreement, including Clauses 10, 11 and 12. 10. Confidential Information, Data Protection and Intellectual Property Rights 10.1. Confidentiality 10.1.1 In this Agreement “Confidential Information” shall mean any information which is marked as confidential, or is by its nature clearly confidential including, without limitation, any information relating to Capita's or Clients services, operations, plans or intentions, service information, design rights, trade secrets, market opportunities, technology, technical processes, finances, business affairs or any other information relating to a Job or this Agreement and is disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by Capita or its Client (“the Disclosing Party”) to the Interpreter. 10.1.2 The Interpreter shall treat as secret the Confidential Information and use the Confidential Information solely for the purposes of performing its obligations in accordance with the terms of this Agreement. 10.1.3 The Interpreter will exercise in relation to the Disclosing Party’s Confidential Information no lesser security measures and degree of care than those which the Interpreter


applies to its own confidential information and in any event, will exercise a reasonable and appropriate degree of care and protection. 10.1.4 The Interpreter undertakes not to disclose any of the Disclosing Party’s Confidential Information to any third party. 10.1.5 The Interpreter undertakes to destroy or return (at the Disclosing Party’s discretion) to the Disclosing Party all Confidential Information in its possession, custody or control on receipt of a request to that effect and, in any event, upon termination or expiry of this Agreement. 10.1.6 Without prejudice to any other rights or remedies that Capita or its Client may be entitled to, the parties acknowledge that damages may not be an adequate remedy for breach of these confidentiality obligations and agree that Capita or its Client will be entitled to seek the remedies of injunction, specific performance and any other available equitable relief for any threatened or actual breach. 10.1.7 The provisions of this Clause 10.1 are of indefinite duration and shall not apply to any Confidential Information: 10.1.7.1 to the extent that it is or comes into the public domain otherwise than as a result of a breach of this Agreement by the Interpreter; 10.1.7.2 which the Interpreter can show by its written records was in his/her possession prior to receiving it from the Disclosing Party and which it had not previously obtained from the Disclosing Party or a third party on its behalf under an obligation of confidence; or 10.1.7.3 has been independently developed by the Interpreter without access to the Confidential Information; or 10.1.7.4 which is required to be used or disclosed by law. 10.1.7.5 which the Disclosing Party authorises its use or disclosure in writing; 10.1.8 Immediately upon completion of a Job and prior to leaving a Location, the Interpreter shall hand over to an authorised official or representative of the Client all working papers or other material (in whatever format it is stored) and copies provided to it pursuant to that Job or prepared by the Interpreter. For the avoidance of doubt this clause shall not apply to timesheets completed by an Interpreter. 10.2 No publicity or advertising shall be released by the Interpreter in connection with the subject matter of this Agreement without the prior written approval of Capita. 10.3 The Interpreter shall also comply with any specific confidentiality provisions within any agreements between Capita and the Client which shall be notified to the Interpreter.

10.4 Data Protection 10.4.1 In order to ensure that Capita complies with the provisions of Data Protection Laws in force from time to time, the Interpreter shall ensure that all information of a personal nature which relates to Capita or any of Capita’s group companies or any Clients (including without limitation any of its/ their employees, workers, directors, volunteers, suppliers, customers or service users to which the Interpreter has access) is treated with the utmost confidentiality at all times and that all reasonable steps are taken to prevent the unauthorised deletion or amendment, accidental loss, deliberate loss or disclosure of such information. 10.4.2 Both parties shall comply with the provisions of the Data Protection Laws and the Freedom of Information Act 2000 and, where the Interpreter is based outside of the European Economic Area (“EEA”), the Interpreter shall where applicable comply with and be bound by;

(i) The Data Protection Standard Contractual Clauses pursuant to Directive 95/46/EC (“the Data Protection Standard Contractual Clauses”) and (ii) All applicable legislation in relation to data and privacy currently in force in the territory where the Interpreter is based.

10.4.3 Where the Interpreter is based in the EEA, it shall ensure that it complies with notification procedures under the Data Protection Laws so that it may: 10.4.3.1 receive data from and give data to appropriate parties; and 10.4.3.2 disclose information to Capita and/or the Client as required under this Agreement. 10.4.4 Where the Interpreter or any of its sub-contractors processes personal data as a data processor on behalf of Capita or the Client the Interpreter shall, and shall procure its sub-contractors to: 10.4.4.1 act only on instructions from the Client or Capita; and 10.4.4.2 comply with Capita or the Client’s instructions in relation to the processing of personal data as such instructions are given and varied from time to time by Capita or the Client; and 10.4.4.3 at all times take all appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. 10.4.5 Capita may at its discretion and from time to time serve on the Interpreter an information notice requiring the Interpreter, within such time and in such form as is specified in the information notice, to furnish to Capita or the Client: 10.4.5.1 such information as Capita may require relating to compliance by the Interpreter or by its sub-contractors with the Interpreter’s obligations under this Agreement in connection with the processing of personal data, and/or 10.4.5.2 any data held by the Interpreter or by its sub-contractors to enable Capita and/or the Client to comply with its obligations under the Data Protection Laws. 10.4.6 Freedom of Information - Where Capita has engaged the Interpreter to deliver Services to a Client that is a Public Authority under the meaning assigned under the Freedom of Information Act 2000, the Interpreter shall provide at no additional charges reasonable support to assist with responses to Information Requests made to the Client. Where the Client makes a charge to the Information Requester for the disclosure then Capita shall request that the Client apportions such charge as is levied, between the Client, Capita and the Interpreter in proportion to the amount of work undertaken by each party to comply with the Information Request. Capita shall request that the Client consults with Capita and in such instances and Capita shall use reasonable endeavours to consult with the Interpreter prior to disclosure of any information relating to the Services. Where Capita considers it to be appropriate then it shall request the Client to consider the information as being exempt from disclosure on the grounds that it could damage the commercial interests of Capita and or the Interpreter.

10.4.7 The Interpreter shall at all times perform the Services in such a manner as not to cause Capita and the Client in any way to be in breach of the Data Protection Laws. 10.4.8 The Interpreter will, on termination of the Agreement or any part of the Service, and at the request of Capita either return or destroy the Personal Data (including all copies of it) immediately. 10.4.9 In order to ensure that Capita complies with the provisions of Data Protection Laws in force from time to time, the Interpreter shall ensure that all information of a personal nature which relates to Capita or any Capita group companies or any Clients (including without limitation any of its/their employees,


workers, directors, volunteers suppliers, customers or service users) to which the Interpreter has access is treated with the utmost confidentiality at all times and that all reasonable steps are taken to prevent the unauthorised deletion, accidental loss, deliberate loss or disclosure of such information. 10.4.10 The Interpreter consents to Capita and its Clients holding and processing data relating to him/her for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" (as defined in the Data Protection Laws) relating to the Interpreter including, as appropriate: (a) information about the Interpreter's bank account details, telephone number, address, date of birth or any information which HMRC may require Capita to hold or provide from time to time; and; (b) information relating to any criminal proceedings in which the Interpreter has been involved and in order to comply with legal requirements and obligations to third parties/ Clients. 10.4.11 The Interpreter consents to Capita making such information as detailed in clause 10.4.10 available to advisers, regulatory authorities, governmental or quasi-governmental organisations, and potential purchasers of Capita or any part of its business, to any of Capita’s Clients and its Clients group companies as required and to those who provide products or services to Capita such as third-party suppliers and subcontractors processing data on Capita’s behalf. 10.4.12 The Interpreter consents to Capita transferring data in accordance with Capita’s privacy policy which can be found on the Capita Supplier Portal as part of the supplier handbook. 10.4.13 The Interpreter shall comply with any data protection policy which Capita may implement from time to time and any relevant obligations under the Data Protection Laws and associated codes of practice when processing personal data relating to (without limitation) any of Capita’s employees, workers, customers, clients, suppliers or agents. 10.4.14 The Interpreter acknowledges that on and from 25 May 2018, the Data Protection Legislation shall come into force and the Interpreter shall comply with and be bound by the provisions of attachment 3 GDPR. 10.5 Intellectual Property Rights 10.5.1 Ownership in any copyright, design rights, trademarks, patents and other intellectual property rights (“Intellectual Property Rights”) made or acquired by or on behalf of the Interpreter in the provision of a Job, or to which the Interpreter has had access or has had knowledge in the course of or for the purpose of the provision of the Services shall belong to and vest in Capita (or its Clients or Service Users) at the location where the Job was fulfilled as appropriate. 10.5.2 Where the Interpreter acquires, by operation of law, title to Intellectual Property Rights and such acquisition is inconsistent with the allocation of title set out in Clause 10.5.1, the Interpreter shall assign to Capita on the request of Capita (whenever made) those Intellectual Property Rights. 10.5.3 Nothing contained in this Agreement shall prevent the Interpreter using for any purpose any know-how, experience, skills or techniques gained or arising from the performance of the Services. 11. Indemnities 11.1 Non- exclusion of Liability 11.1.1 Neither party excludes or limits liability to the other party for death or personal injury caused by its negligence or for fraud.

11.1.2 Interpreter shall not exclude or limit its liability in relation to: (a) breach of clause 10 (Confidential Information, Data Protection and Intellectual Property Rights) and attachment 3 GDPR; (b) breach or non-compliance of clauses 5.20; 7.11; 7.17; 12; 13; and 15; and (c) any indemnification requirements under this Agreement.

11.2 The Interpreter shall defend, hold harmless and fully indemnify Capita and its Client(s) against any loss, claims, costs, liabilities, damages and expenses, whether direct, indirect, economic, financial, consequential or otherwise, suffered or incurred by Capita or any Client(s) arising from any (a) negligent act or omission, or act or omission giving rise to a breach of any Capita Client contract, of the Interpreter in the course of the provision of the Services under this Agreement (b) wilful default, negligent, wrongful or dishonest (including fraudulent) act or omission by the Interpreter or any breach by the Interpreter of any of the provisions of this Agreement. 11.3 Subject to clause 11.2, in the event that the Interpreter commits a breach of this Agreement and fails to attend a Job or series of Jobs in a timely manner or to perform to the standards required in respect of that Job or series of Jobs then the Interpreter’s liability to Capita in respect of such breach shall include any Cancellation Fees, any complaint administration fee under this Agreement and any additional charges incurred by Capita as a result of the Interpreter’s breach. 11.4 The Interpreter shall maintain in force (at his/her own expense and with a reputable insurer) for the term of this Agreement and for one year after its termination or expiry, comprehensive and suitable policies of insurance (including but not limited to professional indemnity cover) to cover loss and damage relating to its obligations under this Agreement with a minimum limit of £500,000 (five hundred thousand pounds) for any one claim. Upon request, the Interpreter shall provide evidence of the insurances which it is obliged to maintain under this clause 11. The Interpreter shall notify Capita immediately and provide not less than thirty (30) days’ notice of cancellation of or material change to cover. For the avoidance of doubt Capita shall not provide/maintain insurance for the Interpreter's benefit. 12. Status 12.1 The relationship of the Interpreter to Capita will be that of independent contractor and nothing in this Agreement shall render the Interpreter an employee, worker, agent or partner of Capita and the Interpreter shall not hold himself/ herself out as such.

12.2 For the avoidance of doubt the Interpreter also acknowledges that the Interpreter is not an agency worker as defined under the Agency Workers Regulations 2010 (or any equivalent European Union legislation) and that the Agency Workers Regulations 2010 (or any equivalent European Union legislation) do not apply in relation to this Agreement or any Job allocated to the Interpreter under this Agreement. 12.3 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Interpreter shall be fully responsible for and shall indemnify Capita for and in respect of:

(a) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Interpreter shall further indemnify Capita against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Capita in connection with or in consequence of any such liability, deduction, contribution,


assessment or claim other than where the latter arise out of Capita’s negligence or willful default;

(b) any liability arising from any employment-related claim or any claim based on worker status or any claim under the Agency Worker Regulations 2010 (or any equivalent European Union legislation), including reasonable costs and expenses brought by the Interpreter against Capita arising out of or in connection with the provision of the Services.

12.4 Capita may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Interpreter. 13. Ethical Behaviour 13.1 The Interpreter shall: (i) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Relevant Laws; (ii) not engage in any activity, practice or conduct which would constitute an offence under Sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; (iii) comply with Capita's, and where appropriate a Client's, Ethics and Anti-Bribery and Anti-Corruption Policies which may be in force from time to time; (iv) promptly report to Capita any request or demand for any undue financial or other advantage of any kind received by the Interpreter in connection with the performance of this Agreement; (v) ensure that all persons associated with the Interpreter or other persons who are performing services in connection with this Agreement comply with this clause 13; and (vi) the Interpreter shall provide such supporting evidence of compliance of this Clause 13 as Capita or its Clients may reasonably request. 13.2 The Interpreter shall notify Capita immediately upon discovering any instance where s/he has failed to comply with the provisions of this Clause 13 or s/he becomes aware of another person carrying out the Services who is in breach/is likely to be in breach of the Relevant Laws. 13.3 Interpreter shall hold harmless, indemnify and keep indemnified the other party and its successors, assigns, officers, employees and representatives against losses which it suffers or incurs in connection with a breach of this Clause. This Clause shall not require a party to indemnify the party for the amount of any fine constituting a criminal penalty, to the extent that such indemnity would not be permitted by any Relevant Laws. 13.4 A breach of this Clause 13 shall be deemed a material breach of this Agreement. 14. General 14.1 This Agreement is in substitution for any previous agreements between Capita and the Interpreter, excluding the Job specific agreements detailed in the Job Confirmation. 14.2 This Agreement shall together represent the entire understanding and constitute the entire agreement between the parties in relation to its subject matter and supersede any previous discussions, correspondence, representations or agreement between the parties with respect thereto notwithstanding the existence of any provision of any such prior agreement that any

rights or provisions of such prior agreement shall survive its termination. Each Job shall be governed by and subject to this Agreement and the Job Confirmation. 14.3 Any waiver of any breach of, or default under, any of the terms of this Agreement by Capita shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this Agreement. 14.4 If any provision or part of any provision of this Agreement is found by a court or other competent authority to be void or unenforceable, such provision or part of a provision shall be deleted from this Agreement and the remaining provisions or parts of the provision shall continue to have full force and effect. 14.5 Nothing in this Agreement shall be construed or have any effect as constituting any relationship of employer and employee, or worker, or contractor between Capita and the Interpreter, and the Interpreter shall procure that it shall not hold itself out as such.

14.6 Capita shall not be liable for the acts or omission of the Interpreter and the Interpreter shall not by virtue of this Agreement or otherwise be entitled to pledge the credit of Capita to sign any document, enter into any agreement, or make any promise on behalf of Capita save with the prior written consent of Capita.

14.7 Nothing contained in this Agreement shall be construed or have effect as constituting a partnership or joint venture or contract of employment between Capita and the Interpreter.

14.8 Without prejudice to the remaining terms, the Interpreter may not sell, assign, sub-contract or transfer any duties, rights or interests created under this Agreement without the prior written consent of the Capita. 14.9 Without prejudice to the remainder of this Agreement, this Agreement is not an exclusive agreement, and subject to the Interpreter’s obligations in this Agreement, nothing in this Agreement will operate to prevent the Interpreter from engaging in other services, employment or otherwise for another person, firm, company, business or partnership. 14.10 This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed and construed in all respects in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the English courts. 14.11 Once Allocated, no variation to a Job shall be valid unless it is agreed by both parties.

15. Modern Slavery Act 15.1 The Interpreter shall perform its obligations under this Agreement in compliance with: 15.1.1 The Modern Slavery Act 2015 (or applicable legislation in relation to slavery currently in force in the territory where the Interpreter is based); and 15.1.2 The Capita Prevention of Modern Slavery Policy (as amended from time to time) and available upon request. 15.2 Where applicable, the Interpreter undertakes, warrants and represents that it shall implement appropriate due diligence procedures for its own suppliers, sub-contractors and other participants in its supply chains to ensure that there is no slavery or human trafficking in its supply chains. 15.3 The Interpreter agrees to notify Capita and confirm the same promptly in writing immediately upon discovering any


breach or potential breach of this Clause 15 or any actual or suspected slavery or human trafficking in its supply chains. 15.4 The Interpreter shall hold harmless, indemnify and keep indemnified Capita against all losses, liabilities, costs (including legal fees), expenses and damages which Capita suffers or incurs in connection with any breach by the Interpreter of this Clause 15.

15.5 Capita may terminate this Agreement immediately upon written notice to the Interpreter in the event that the Interpreter commits any breach of this Clause 15.

ATTACHMENT 1 - Interpreter Code of Professional Conduct (Non-Spoken Services) Capita Interpreters engaged in the provision of communication services for deaf and deafblind people must be included in the National Registers of Communication Professionals working with Deaf and Deafblind People (NRCPD). You shall: -

1. work in accordance with the NRCPD Code of conduct (which can be reviewed in full on the nrcpd.org.uk website) 2. not stay in a room on your own with the deaf / deafblind person during a Job. You should always leave the room when the police

officer, advocate, health care professional or other appointed official does so. 3. arrive wearing clothing and accessories appropriate to the nature of the Job to show your respect to the Clients, witnesses, victims,

prisoners and others you are assisting. Headwear is only acceptable if worn for religious or cultural reasons. Under no circumstances should any of the following be worn:

• Denim of any kind

• Shorts, any sort of beach wear, sportswear or inappropriately revealing clothing

• Flip-flops

• Clothing that is dirty or ripped

• Clothing with large/obvious advertising motifs or branding

• Any item of clothing or dress that is not deemed appropriate for the type of Job you are attending.

If in doubt, please check with Capita. Your minimum standard of presentation should be what is deemed “business casual”; for most Jobs “full business” attire is necessary especially when working in a Court or Tribunal setting. Full business attire for men includes the wearing of a tie. In the event that an Interpreter fails to adhere to this Interpreter Code of Professional Conduct, then Capita may at its sole discretion invoke Capita’s Quality Assurance and Behaviour Management policy. Capita’s Quality Assurance and Behaviour Management policy can be found on the Capita Supplier Portal and can be provided via email upon request on a case by case basis.


ATTACHMENT 2 - Job Management and General Administration

1. JOB OFFERS AND ACCEPTANCE

Each Job shall be agreed in the following manner: 1.1. Capita shall contact the Interpreter by way of the Capita Supplier Portal or email, SMS text or telephone to

inform them of an available Job. The Interpreter must confirm acceptance of the Job through their profile on the Capita Supplier Portal or verbally to a member of Capita staff. In the case of verbal agreement then Capita shall provide electronic confirmation via the Capita Supplier Portal.

1.2. The Interpreter must not attend a Job unless they have received either a “Job Confirmation email” or verbal instruction to do so from a member of Capita staff.

1.3. Any minimum fees payable shall be as described and amended from time to time on the Capita Supplier Portal.

2. JOB AMENDMENTS

2.1. All amendments to Jobs shall be confirmed to the Interpreter by Capita either via email, via telephone or via SMS text.

2.2. If the amended Job is no longer acceptable to the Interpreter this must be communicated by the Interpreter to Capita. In the case of a Capita proposed amendment to a Job which is scheduled to commence within one working day, the Interpreter shall contact Capita immediately via telephone should the Interpreter not be willing to accept the proposed amendment. The Interpreter shall deliver the Services in accordance with the amended Job if they have confirmed that they are able to do so in accordance with Section 1.1.

2.3. In the event that the Interpreter is not able to deliver the Services in accordance with the amended Job, and has communicated this to Capita in accordance with 2.2 above, then the Job shall be cancelled and the Interpreter will have no further obligations or rights in respect of that Job.

3. JOB CANCELLATIONS

3.1 Client Cancellation By exception, certain Clients allow in limited circumstances for a Job cancellation payment to be payable to Interpreters. Where payable, the Interpreter will receive a Job cancellation payment should the following scenarios occur:

• A cancellation by the Client of a future Job that is due to start, prior to midnight on the following working weekday.

A Job cancellation payment may only be made where a Job has been cancelled by a Capita Client. A cancellation payment shall not be payable in the event that Capita elects to reallocate the Job to an alternative Interpreter for logistical reasons. Where a Capita Client cancels a Job then in the event that Capita is able to provide the Interpreter an alternative Job that commences within one hour of the original start time of the cancelled Job, and the venue for such alternative Job is within 10 miles of the location of the cancelled Job, then no cancellation payment will be payable to the Interpreter.

3.2 Interpreter Cancellation

An Interpreter will incur a Job Cancellation Fee should either of the following occur:

• An Interpreter notifies Capita of its intention to cancel a future Job that is due to start within the next 2 working days; or

• An Interpreter fails to satisfactorily attend a Job in a timely manner unless the reason for the Interpreter’s failure to attend is as a result of a previous Capita Job overrunning.

In the event that a Job is overrunning or anticipated to overrun, and if the Interpreter is scheduled to attend a subsequent Job which is affected by this, then the Interpreter shall make all reasonable endeavours to advise Capita to this effect.

This Job Cancellation Fee may be deducted by Capita from another successfully closed job if the Job that generated the cancellation has already been settled.

Full details of the charges and payments are available on the Payments section on Capita’s Supplier Portal.

4. JOB CLOSURE AND PAYMENTS TO INTERPRETERS

4.1 Where applicable, an Interpreter is able to close a Job as completed after 72 hours from the estimated Job end time in the event that this has not already been done by the Capita Client. The on-line timesheet must be completed accurately by the Interpreter and must reflect the times agreed with and signed for by the Capita Client on the paper timesheet obtained by the Interpreter at the time of the Job. Until the job is closed in accordance with clause 7 of the Agreement there will be no payment to the Interpreter.


4.2 It is the responsibility of the Interpreter to accept or query all payments that are generated to be paid and that are displayed on the Interpreter’s payments list on the Capita Supplier Portal. Until and unless the payment is accepted within the timescales set out in clause 7 of the Agreement there will be no payment made into the Interpreter’s nominated bank account.

4.3 An Interpreter must not accept a payment amount if they do not agree with the amount stated. In the event

of a dispute the Interpreter shall notify the specific nature and detail of the dispute and further shall present to Capita as evidence, the paper time sheet to include Client signature.

5. COMPLAINT ADMINISTRATION FEE

At its sole discretion, Capita reserves the right to levy a Complaint Administration Fee when Capita receives a complaint from a Client which upon investigation by Capita staff is upheld. This Complaint Administration Fee may be deducted from another successfully closed job if the Job that generated the complaint has already been settled.

6. TRAVEL MILEAGE AND TRAVEL TIME

Travel mileage

Travel mileage policies vary across Capita Clients and Jobs for some Clients do not include mileage payments. Jobs for some Capita Clients, for example, pay mileage on a door to door basis whilst others, for example, will not pay for mileage for the first ten miles of the outward journey and for the first ten miles of the return journey.

6.1 Subject always to any Client restrictions as described above or any other Client restrictions and only where

the Clients allow for travel mileage to be paid: 6.1.1 Where applicable, Capita may pay an Interpreter a rate per mile for the total miles travelled and only for

journeys that are legitimately made. On a single venue Job this would be calculated as the door to door mileage, as if travelled by car taking the shortest distance route as displayed in the ‘Estimated Payments’ tab of the Job.

6.1.2 Where an Interpreter carries out multiple venue Jobs on the same day, mileage will only be payable for the

journeys legitimately undertaken. 6.1.3 If an Interpreter wishes to use public transport or taxi, Capita will not reimburse the Interpreter for the cost

of such travel and will only pay for mileage as outlined in 6.1.1 or 6.1.2. 6.1.4 The estimated payment in respect of travel mileage displayed on the “Estimated Payments” tab for a Job on

the Capita Supplier Portal, or on the job offers issued prior to confirmation of a Job, is based on the distance between an Interpreter’s home address and the Job venue. Capita may, where appropriate, amend the mileage payment should the starting point or end point of the journey change prior to commencement of the Job.

6.2 Travel time Travel time policies vary across Capita Clients and Jobs for some Clients do not include travel time payments. Subject always to any Client restrictions as described above or any other Client restrictions and only where the Client(s) allow for travel time to be paid Capita may pay Interpreters for travel time based on journeys undertaken (informed on a job by job basis) as if the journey was made by car taking the shortest route. This would be payable for travel undertaken with respect to the Job excluding the first hour of each journey (on outgoing and return journeys) and shall be in all circumstances limited to a maximum of two hours for each outgoing and each return journey.

7. CHANGE OF ADDRESS

Should an Interpreter change their home address it is imperative that Capita is informed immediately in order that Capita’s systems can be updated. 7.1 The Interpreter shall notify Capita in writing by email and provide evidence of the new address and post

code details. Such evidence must comprise at least two of the following: UK Driving Licence with Counterpart; Utility Bill in Interpreter’s name, Bank statement in Interpreter’s name, Council Tax bill in Interpreter’s name, Credit card statement in Interpreter’s name, TV Licence document in Interpreter’s name, Insurance certificate in Interpreter’s name.

7.2 Should the distance from the original Interpreter address to the new Interpreter address be large enough to

affect the calculation of payments for future Jobs, then Capita may elect to either (a) amend payment calculations to reflect a change in address for travel mileage and travel time for booked Jobs that are as yet unfulfilled; or (b) cancel and reassign future Jobs to alternative Interpreters.


ATTACHMENT 3 - GDPR

In the case of any conflict this Attachment 3 shall take precedence over clauses 10.4.1 – 10.4.11 of the Interpreting Services Agreement.

1 DATA PROTECTION

1.1 Definitions and Interpretation

DEFINITIONS

1.1.1 In this clause 1 (Data Protection), the following terms have the following meanings:

Capita(s) Client means a Client of the Capita

Capita Personal Data means Personal Data (or any part of such Personal Data) which is:

(a) transmitted by or on behalf of Capita to, or is otherwise Processed by, Interpreter under this Agreement (and whether relating to Capita, a Capita Client or a third party); or

(b) generated under this Agreement;

Controller means ‘data controller’ or ‘controller’ (as the case may be) as defined in the Data Protection Legislation;

Data Protection Legislation

Means the GDPR or any replacement legislation applicable in England and Wales from time to time (whether or not as a result of Brexit);

Data Subject has the meaning set out in the Data Protection Legislation;

Data Subject Communication

has the meaning given in clause 1.4.2;

GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016;

GDPR Effective Date means 25 May 2018 (or such other date on which the GDPR becomes applicable in England and Wales);

Personal Data has the meaning set out in the Data Protection Legislation;

Personal Data Breach means an act or omission leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Capita Personal Data;

Processing has the meaning set out in the Data Protection Legislation and “Process” and “Processed” shall be construed accordingly;

Processing Activities has the meaning given in clause 1.2.1(a);

Processing Audit means, at Capita’s direction and discretion, audits and inspections affording sufficient physical and remote access to Interpreter’s and any Sub-Processor’s data processing facilities, data files, staff and documentation utilised in the Processing of Capita Personal Data to enable Capita to ascertain and evaluate Interpreter’s and any Sub-Processor’s compliance with the obligations set out in clause 1 (Data Protection) and under the Data Protection Legislation;

Processing Security Measures

has the meaning given in clause 1.5.1;

Processor means ‘data processor’ or ‘processor’ (as the case may be) as defined in the Data Protection Legislation;


Security Considerations means, in relation to the Processing Security Measures:

(a) the state of the art, the costs of implementation, the nature, scope, context and purposes of the Processing Activities as well as the risk of varying likelihood and severity for the rights and freedoms of the relevant Data Subjects; and

(b) the risks that are presented by the Processing Activities, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Capita Personal Data transmitted, stored or otherwise Processed;

(c) meeting, as a minimum, the standards set by ISO IEC 27001 and ISOIEC 27002 as amended and superseded from time to time.

Subject Access Request means a communication from a Data Subject requesting confirmation as to whether or not that person’s Personal Data are being Processed and/or to have access to such Personal Data;

Sub-Processor has the meaning given to it in clause 1.3.3; and

Supervisory Authority means the UK’s Information Commissioner’s Office or replacement authority responsible for the monitoring and enforcement of Data Protection Legislation.

INTERPRETATION

1.1.2 From and including the GDPR Effective Date, references in this clause 1 (Data Protection) to specific Articles or Chapters

of the GDPR shall be construed as references to the equivalent provisions in the GDPR or, if relevant, then-current Data

Protection legislation.

1.2 Overview

PROCESSING ACTIVITIES AND STATUS OF CAPITA AND INTERPRETER

1.2.1 Interpreter represents, warrants and undertakes that:

(a) It will perform Processing activities in relation to Capita Personal Data as part of the Services, the subject-

matter, duration, nature and purpose of which are described more fully in Annex 1 to this Attachment 3

(Description of the Processing of Personal Data) (the “Processing Activities”); and

(b) In respect of such Processing Activities, the Capita Client is the Controller, Capita is a Processor and the

Interpreter is a Sub-Processor for the purposes of this Agreement and the Data Protection Legislation.

COMPLIANCE WITH DATA PROTECTION LEGISLATION

1.2.2 Interpreter shall at all times comply with the provisions of the Data Protection Legislation in connection with this

Agreement and its performance of the Services (including the Processing Activities).

1.2.3 Interpreter represents, warrants and undertakes that:

(a) it is not and at all times will not be in breach of any laws of the country in which Capita Personal Data will

be processed which would prevent Interpreter from processing Capita Personal Data or would give rise to a

liability for Capita or a Capita Client; and

(b) having regard to the nature of the Services (including the Processing Activities) and Capita Client

obligations as Controller and Capita obligations as Processor, it shall not, by any act or omission, cause any breach

by Capita or any Capita Client of any Data Protection Legislation.

DATA PROTECTION BY DESIGN AND DEFAULT


1.2.4 Interpreter represents, warrants and undertakes that it has in relation to the design and performance of the Services

(including the Processing Activities), and shall in relation to any subsequent Task:

(a) implement and maintain appropriate technical and organisational measures, such as pseudonymisation,

which are designed to implement data-protection principles, such as data minimisation, in an effective manner

and to integrate all the necessary safeguards into the Processing Activities in order to meet the requirements of

the Data Protection Legislation and protect the rights of Data Subjects;

(b) enable Capita and Capita Client to comply with all its obligations under the Data Protection Legislation in

relation to rectification, erasure, restriction on Processing and data portability; and

(c) prepare and keep up to date an appropriate data protection impact assessment for example pursuant to

any assessment as to whether the Processing Activities are being performed in accordance with such data

protection impact assessment or where there is a change to the risks associated with the Processing Activities

and implement any findings to the Services as requested by the Capita.

1.3 Interpreter’s general processing obligations

PROCESSING OF CAPITA PERSONAL DATA

1.3.1 Interpreter shall implement and maintain appropriate technical and organisational measures in such a manner that the

Processing Activities will meet all the requirements of the Data Protection Legislation and ensure the protection of the

rights of the relevant Data Subjects (and shall, upon Capita’s requests, provide a comprehensive and detailed written

description of the same).

1.3.2 Interpreter shall:

(a) process the Personal Data only in accordance with Capita’s documented instructions from time to time,

including with regard to transfers of Capita Personal Data to a third country and in any event, shall obtain, hold,

use, store, modify, alter, amend, disclose or otherwise Process Personal Data only to the extent necessary to

discharge its obligations under this Agreement and/or as specifically instructed in writing by Capita;

(b) in relation to any personnel or persons “Supplier Personnel” authorised to process (or who may otherwise

have access to) Capita Personal Data on Interpreter’s behalf, ensure that such Supplier Personnel:

(i) have committed themselves to, and are bound by, appropriate obligations of confidentiality or are under

an appropriate statutory obligation of confidentiality; and

(ii) do not Process them except on instructions from Capita, unless (and only to the extent) he or she is

required to do so by Applicable Law.

(c) comply with its obligations under clause 1.5.1 (security of processing);

(d) comply with its obligations set out in clauses 1.3.3 and 1.3.4 in relation to the engagement of Sub-

Processors;

(e) taking into account the nature of the Processing Activities, assist Capita by appropriate technical and

organisational measures, for the fulfilment of Capita’s and Capita Client’s obligation to respond to requests for

exercising a Data Subject’s rights in accordance with Chapter III (Rights of the Data Subject) of the GDPR;

(f) provide all assistance, cooperation and information requested by Capita in ensuring and demonstrating

compliance with the Data Protection Legislation, including without limitation obligations under the following

Articles of the GDPR:

(i) Article 5 (Principles relating to processing of personal data) and Article 24.1, including without limitation in

meeting Capita’s and Capita Client’s accountability obligations;


(ii) Article 12 (Transparent information, communication and modalities for the exercise of the rights of data

subject);

(iii) Article 25 (Data protection by design and by default);

(iv) Article 30 (Records of processing activities);

(v) Article 32 (Security of processing);

(vi) Article 33 (Notification of a personal data breach to the supervisory authority) and Article 34

(Communication of a personal data breach to the data subject);

(vii) Article 35 (Data protection impact assessments); and

(viii) Article 36 (Prior consultation),

(g) at the choice and in a format reasonably acceptable to Capita, permanently, destroy delete, or return all

of the Capita Personal Data to Capita following termination or expiry of this Agreement and delete all existing

copies, part copies, extracts and summaries of such Capita Personal Data unless (and only to the extent)

Interpreter required to retain copies in order to and for so long as is required to comply with Applicable Law. Any

such retention of Capita Personal Data will be kept strictly in accordance with this Agreement notwithstanding

the expiry of termination of the same.

(h) make available to Capita all information necessary to demonstrate compliance with its obligations set out

in this clause 1 (Data Protection) and allow for and contribute to Data Processing Audits, conducted by Capita

and/or Capita’s Client or another auditor mandated by Capita and/or Capita’s Client; and

(i) immediately inform Capita in writing:

(i) if, in its opinion, an instruction or request by or on behalf of Capita infringes the Data Protection Legislation

or Union or Member State of the European Economic Area data protection provisions;

(ii) in the event that it becomes aware of any breach or potential/threatened breach of the Data Protection

Legislation by Interpreter or any subcontractor in connection with this Agreement; and

(iii) of any provisions in any local law or of any changes in the laws of the country in which Capita Personal Data

is processed which does or could affect Interpreter’s ability to perform its obligations under this clause 1

(Data Protection) or which does or may give rise to a liability for Capita or a Capita Client.

APPOINTMENT OF SUB-PROCESSORS

1.3.3 Interpreter shall not engage a subcontractor to perform any of the Processing Activities without the prior written

consent of Capita in accordance with clause 14.8.

1.3.4 Where, in accordance with clause 1.3.3, Interpreter is permitted to engage a subcontractor to perform any of the

Processing Activities, Interpreter shall:

(a) remain responsible for the performance of the Processing Activities notwithstanding the appointment of a

subcontractor; and

(b) ensure that such Processing Activities are performed pursuant to a written contract which includes

obligations on the subcontractor which are no less onerous than those set out in this clause 1 (Data Protection).

(c) Inform Capita of any changes it makes to its use of subcontractors so that Capita can object, in its

absolute discretion, to such change.

1.4 Disclosure of Capita Personal Data and Data Subject Communications


DISCLOSURE OF CAPITA PERSONAL DATA

1.4.1 Interpreter shall not disclose or transfer (and shall procure that none of its employees, contractors (including

subcontractors), or agents disclose or transfer) any Capita Personal Data or any data derived from Capita Personal Data

(whether or not the same still constitutes Capita Personal Data) to any third party (including a Data Subject) without the

prior written consent of Capita, provided that without prejudice to any other provisions of this clause 1 (Data

Protection), Interpreter shall be entitled to disclose Capita Personal Data:

(a) to Service Personnel in accordance with clause 1.3.2(b) on a ‘need to know’ basis and only to the extent

necessary for the relevant Service Personnel to perform their duties under this Agreement;

(b) to subcontractors approved by Capita and appointed in accordance with clause 1.3.3 but only to the

extent necessary for the relevant subcontractor to perform the relevant sub-contracted Processing Activities; or

(c) subject to clause 1.7 (Cooperation with Supervisory Authority), to the extent necessary to comply with an

order of a Supervisory Authority or court of competent jurisdiction.

DATA SUBJECT COMMUNICATIONS

1.4.2 Without prejudice to Interpreter’s obligations under clause 1.3.2, Interpreter shall immediately notify Capita if it (or a

subcontractor) receives from a Data Subject:

(a) a Subject Access Request;

(b) a complaint or request relating to Capita’s or Capita Client(s) obligations under the Data Protection

Legislation; or

(c) any other communication relating directly or indirectly to the Processing of any Capita Personal Data in

connection with this Agreement,

(each a “Data Subject Communication”).

1.4.3 In relation to any Data Subject Communication (and whether received by Capita, a Capita Client or Interpreter),

Interpreter shall as soon as reasonably practicable and in any event within timescales that enable Capita to comply with

its obligations under the Data Protection Legislation:

(a) take any measures necessary to assist Capita in verifying the identity of a Data Subject making the Data

Subject Communication;

(b) search Interpreter’s records and provide Capita with all information (including, where relevant, the Capita

Personal Data undergoing Processing) relevant to the Data Subject Communication; and

(c) where directed by Capita, comply with any Subject Access Request or other request from a Data Subject

relating to rectification, erasure, restriction or cessation of processing of Capita Personal Data relating to that

Data Subject, but in each case:

(i) strictly in accordance with Capita’s instructions; and

(ii) where relevant, in compliance with the principles of data portability pursuant to Article 20 (Data

portability) of the GDPR.

1.5 Security of Data Processing and Data Breach Notification

SECURITY OF PROCESSING

1.5.1 Interpreter shall, in relation to the Services (including the Processing Activities), take all measures required to comply

with Article 32 (Security of processing) of the GDPR, including without limitation, implementing:


(a) those security measures specified in the supplier handbook available on the Capita Supplier Portal; and

(b) taking into account the Security Considerations, any other appropriate technical and organisational

measures necessary to ensure a level of security in respect of the Capita Personal Data that is appropriate to the

risk associated with the Processing Activities, and no less than the following standards:

(i) the pseudonymisation and encryption of the Capita Personal Data;

(ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems

and services;

(iii) the ability to restore the availability and access to Capita Personal Data in a timely manner in the event of a

physical or technical incident;

(iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational

measures for ensuring the security of the processing,

(the “Processing Security Measures”).

1.5.2 In order to ensure compliance with its obligations under clause 1.5.1, Interpreter shall:

(a) throughout the Term, continuously monitor and evaluate the Processing Security Measures taking into

account the Security Considerations; and

(b) notify Capita in writing of any changes that Interpreter proposes to make to the Processing Security

Measures and consult with Capita prior to implementing any such changes,

provided that any such changes to the Processing Security Measures shall be made at no additional cost or expense to

Capita and shall be documented in accordance with Capita’s Operation Process Change Procedure unless such changes

relate to the security measures specified in the supplier handbook available on the Capita Supplier Portal in which case,

any changes shall be communicated to the Interpreter via the Capita Supplier Portal.

DATA BREACH NOTIFICATION

1.5.3 Without prejudice to Interpreter’s obligations under clause 1.3.2(f), Interpreter shall notify Capita in writing immediately

and in any event within 24 hours after having a Personal Data Breach. Such notification shall:

(a) describe the nature of, and facts relating to, the Personal Data Breach, including where possible the

categories and approximate number of Data Subjects concerned and the categories and approximate number of

the Capita Personal Data records concerned;

(b) describe the likely consequences of the Personal Data Breach; and

(c) describe the measures taken or proposed to be taken by Interpreter to address the Personal Data Breach,

including where appropriate measures to mitigate its possible adverse effects.

RECTIFICATION OF PERSONAL DATA BREACHES

1.5.4 If at any time there is any disclosure of any Capita Personal Data that constitutes a Personal Data Breach or otherwise

constitutes a breach of this clause 1 (Data Protection) or clause 10.1 to 10.3 of the Language Services Agreement, then

Interpreter shall promptly:

(a) perform a root cause analysis in respect of such disclosure and review the Processing Security Measures

and any other internal procedures and policies that it has in place to prevent such disclosures; and

(b) following such review notify Capita of and implement any necessary changes to such Processing Security

Measures, procedures and policies in accordance with clause 1.5.2 in order to prevent any further such breaches.


Any failure by Interpreter to comply with the provisions of this clause 1.5.4 or any subsequent disclosure resulting from

the same or substantially similar root cause shall constitute a material breach of this Agreement and shall allow Capita to

immediately terminate this Agreement.

1.6 International Transfers

1.6.1 Interpreter shall not transfer, transmit, route or permit the transfer, transmission or routing of, any Capita Personal Data

to any recipient or place outside the EEA (including for clarity any onward transfer from a place outside the EEA to any

other recipient or place) without:

(a) the express written consent of Capita; and

(b) complying (or procuring compliance) with any direction or requirement of Capita in respect of such

transfer (including any conditions for transfer specified in clause 1.6.2).

1.6.2 In accordance with clause 1.6.1, Capita hereby consents to the transfers specified in the table below, provided that:

(a) the Processing Activities performed are limited to those specified in the column titled ‘Processing

Activities to be performed’;

(b) the transfer takes place only in accordance with the conditions for transfer specified in the column titled

‘Conditions for transfer’; and

(c) in any event, such transfers are carried out in compliance with the Data Protection Legislation (including,

without limitation, Chapter V (Transfers of personal data to third countries or international organisations) of the

GDPR.

Destination Recipient / Sub-

Processor

Processing Activities to be performed

Conditions for transfer

Global – (based on location of Service provision / Interpreter)

Interpreter Detailed in Annex 1 to this Attachment 3

Interpreter shall and shall (where applicable) procure that its agents and sub-contractors who are approved by Capita shall comply with and be bound by the provisions of this Agreement including but not limited to Data Protection Laws, this Attachment 3 (GDPR) and the Data Protection Standard Contractual Clauses pursuant to Directive 95/46/EC.

1.7 Cooperation with Supervisory Authority

PROVISION OF ASSISTANCE AND INFORMATION

1.7.1 Without prejudice to its obligations under clause 1.3.2, Interpreter shall provide any assistance and information required

by Capita and Capita Clients to enable either to:

(a) comply with their obligations under the Data Protection Legislation to cooperate with, or provide

assistance or information to, a Supervisory Authority;

(b) comply with any order, direction or instruction by a Supervisory Authority (whether relating to Capita,

Capita’s Client or Interpreter) in respect of the Services (including the Processing Activities); and/or

(c) respond to or defend any action taken against them by a Data Subject or Supervisory Authority.

DUTY TO INFORM AND CONSULT


1.7.2 Unless and to the extent prohibited by a Supervisory Authority or not permitted by Applicable Law, Interpreter shall:

(a) immediately inform Capita in writing (including all reasonable details) of any approach, order or direction

made by a Supervisory Authority concerning the provision and/or receipt of the Services (including the Processing

Activities) or any other matter relating to this Agreement; and

(b) notify and consult with Capita prior to:

(i) making any contact with (including responding to any approach, order or direction of) a Supervisory

Authority relating to the provision of and/or receipt of the Services; or

(ii) implementing any order or direction of a Supervisory Authority,

provided that where it is not lawful for Interpreter to notify or consult with Capita prior to such contact or

response, such notification or consultation shall be provided as soon as lawful thereafter

1.8 Indemnity

1.8.1 Interpreter shall indemnify and keep indemnified and defend at its own expense Capita against all costs, claims,

damages, fines or expenses (including legal fees) incurred by Capita or for which Capita may become liable arising out of

any failure by Interpreter (or its employees, contractors (including subcontractors), or agents) to comply with any of its

obligations under this clause 1 (Data Protection).

Annex 1 to Attachment 3 - Description of the Processing of Personal Data

1. Subject Matter

CAPITA provides language services for interpretation services requested by the Client

2. Nature

CAPITA will verbally process and on occasions store documentation for the purpose of language services.

3. Purpose

For the purpose of providing interpreting services.

4. Categories of Personal Data

The categories of personal data that may be handled by CAPITA include but are not limited to Clients and its affiliates: name; home address; job title; work contact details; information about their use of the Services; education/career information; national insurance number; work related data (e.g. pay, absences, holiday, performance and appraisal information, objectives, training); emergency contact information (including next of kin); birth certificates/ passports; personal contact details;

5. Sensitive Personal Data

The categories of sensitive personal data that may be handled by CAPITA include but are not limited to Clients and its affiliates: Information about religion/ faith; ethnicity; sexual orientation; dietary requirements; health details

6. Categories of Data Subjects

Subjects include: employees, contractors, retail Clients, sole traders, contacts at institutional Clients

7. Recipients of the Personal Data

Third parties who will receive the Personal Data from CAPITA in connection with the Services, are freelance suppliers of language services contracted by CAPITA.

8. Data Transfers

Capita will not transfer data outside of the EEA

9. Retention

CAPITA will hold soft copies of documentation for 12 months or in line with Client specific contracts where appropriate. The system will automatically destroy data and backup storage of data supplied by the Client after the 12-month period

10. Supplier DPO

Jenny Coombs

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