Contract of Employment

Statement of particulars of employment

This document doubles as a written statement of the particulars of your employment which we are obliged to give you by section 1 of the Employment Rights Act 1996 and the terms and conditions of your contract of employment with us.

Terms of your employment

1. Employer

   1. You are employed by The Dextrous Web Ltd, a company registered in England and Wales under number 6617101, trading as dxw. Our registered office is at Unit B7, 8-9 Hoxton Square, Greater London, N1 6NU.

2. Date of commencement

   1. The date for the purposes of calculating your statutory period of continuous employment with dxw is your date of commencement, unless otherwise specified in the above table. This takes into account any unbroken employment with us, or any associated company. Service with your previous employer does not count as part of your continuous period of employment with us.

3. Employee warranties

   1. By entering into this agreement, you warrant to dxw that:
   2. You will not be in breach of any court order nor of any other contractual obligation you are bound by;
   3. You are entitled to work in the United Kingdom without any additional approvals and will notify dxw immediately if you cease to be so entitled during your employment with us.

4. Duties

   1. During your employment with us, unless prevented by incapacity (see clause 14.1), you must:
      1. complete your work expeditiously, diligently, and to the best of your ability;
      2. comply with all reasonable and lawful directions you are given by dxw;
      3. report any wrongdoing, whether your own or by another employee or director of dxw, as soon as you become aware of it;
      4. use your best endeavours to promote, protect, develop and extend dxw’s work and mission;
      5. as far as you are able, behave in ways which embody dxw’s values, as published in the Playbook;
      6. follow dxw’s policies, as published and varied from time to time.

5. Pay

   1. You will be paid monthly in arrears by transfer to your bank or building society account on the last weekday of each calendar month.
   2. You must always maintain a suitable bank or building society account into which payment can be made, and provide us with current details of it. Changes to your bank or building society details must be notified to us in writing.
   3. We reserve the right to deduct an amount from any payment due to you from us, or to recover the amount directly from you, if:
      1. there is an overpayment of wages, expenses or any other sum paid to you during your employment;
      2. you are paid expenses which are subsequently disallowed;
      3. there is an outstanding amount due on any loan or advance paid to you by us;
      4. we become liable for any damage, loss of property, fine or charge as a result of your negligence, dishonesty, breach of contract or failure to follow dxw’s policies.
   4. We do not have any arrangements for the paying of bonuses.
   5. We do not operate any overtime scheme.

6. Hours of work

   1. Unless you work part-time, your normal working day is seven hours long, making a 35 hour working week. There will be occasions where you will be required to work longer hours to meet the needs of dxw or its clients. In such cases, you will not be required to work more than 48 hours per week, on average, over a rolling six week period.
   2. Your normal working hours are 10:00am to 6:00pm with an hour off for lunch. We are open to arrangements for flexible working hours, at dxw’s sole discretion.

7. Variable part-time staff

   1. If your pay is specified as being variable part time then you will work for a number days per week to be agreed by the end of business on Wednesday of the previous week.
   2. You will be paid pro rata as follows: the number of days you have worked each month will be divided by the number of weekdays (Monday to Friday) in the same month, the resulting fraction will be multiplied by one twelfth of the equivalent full time annual salary to give the amount of pay you are entitled to in that month.

8. Fixed part-time staff

   1. If your pay is specified as being “fixed part time” then you will work for a set number of days per week to be agreed at the commencement of this contract.
   2. You will be paid pro rata as follows: the number of days you work each week will be divided by five, the resulting fraction will be multiplied by one twelfth of the equivalent full time annual salary to give the amount of pay you are entitled to each month.

9. Probationary period

   1. You will be subject to an initial four month probationary period.
   2. If at the conclusion of your probationary period dxw requires more time to assess your performance, your probationary period may be extended by a further two months.

10. Dismissal without notice

    1. dxw may dismiss you with immediate effect, without notice and with no obligation to make further payments (other than those accrued at the date of termination) if you:
       1. are guilty of gross misconduct affecting dxw’s business;
       2. commit any serious or repeated breach of this contract or fail to comply with dxw’s reasonable and lawful directions;
       3. are, in dxw’s reasonable opinion, negligent or incompetent in the performance of your duties;
       4. are found to have committed an unlawful act or are convicted for a criminal offence that impacts on your employment;
       5. cease to be eligible to work in the United Kingom;
       6. fail to pass any vetting process that dxw requires you to pass in accordance with its ISO27001 certification or any other equivalent accreditation or regulatory requirement;
       7. are guilty of any fraud or dishonesty or act in any manner which in dxw’s opinion may bring you or dxw into disrepute, or which is materially adverse to dxw’s interests.
    2. the following is an indicative, non-exhaustive list of things that might constitute gross misconduct:
       1. insubordination;
       2. committing an unlawful act or being convicted for a criminal offence that impacts on your employment;
       3. serious incapability at work brought on by alcohol or illegal drugs;
       4. accepting or offering a bribe or other secret payment;
       5. deliberately accessing internet sites during working hours containing pornographic or obscene material;
       6. fighting or assaulting another person or causing another person to fear violence;
       7. deliberately or recklessly causing loss, damage or injury;
       8. unlawful discrimination or harassment;
       9. deliberately or recklessly disclosing confidential information or personal data to a third party;
       10. persistent offensive, intimidating or humiliating behaviour which attempts to undermine an individual or a group of employees;
       11. a serious failure to abide by dxw’s values, policies or general duties.

11. Notice period

    1. In cases of gross misconduct, you may be dismissed without notice.
    2. Other than in cases of gross misconduct, your notice period:
       1. during your probationary period is two weeks;
       2. following your probationary period up to the second anniversary of your commencement date is six weeks;
       3. after the second anniversary of your commencement date, six weeks plus an additional week for each year of service up to a maximum of 12 weeks.
    3. These periods apply to both you and dxw, irrespective of who is giving notice to whom.
    4. Notice will only be effective if given in writing.
    5. Once notice has been given (whether from you to us, or from us to you), we reserve the right, at any time after the notice was given while you are still employed with us, to give you pay in lieu of notice. This means that we will pay you, as a lump sum, the salary that would otherwise be payable to you during the unexpired portion of your notice period.

12. Garden Leave and suspension

    1. Following service of notice by you or by dxw to terminate your employment, dxw reserves the right to put you on Garden Leave, which is a period of time where you shall not perform any services (or perform only specified services) for dxw until the termination of your employment on a specified date.
    2. During any period of Garden Leave, dxw will not be obliged to provide any work to you, and you will have no right to perform any services for dxw or its’ clients.
    3. During any period of Garden Leave, you will:
       1. continue to receive your salary and all contractual benefits in the usual way and subject to the terms of any benefit arrangement. During periods of Garden Leave, any accrued but unused holiday entitlement shall be deemed to have been taken during your period of Garden Leave;
       2. remain an employee of dxw and bound by the terms of this agreement, particularly in relation to any duties of confidentiality and fidelity;
       3. not, without the prior consent of the managing director, attend your place of work or any other premises of dxw or its’ clients;
       4. ensure that a nominated person at dxw knows where you will be and how you can be contacted.
    4. dxw may suspend all or any of your duties for such period and on such terms as it considers appropriate, including a requirement that you will not attend at dxw’s offices or contact any of its clients, suppliers or staff. dxw can exercise this right at any time (including during a period of notice terminating your employment) and whether or not it is in connection with a disciplinary investigation.

13. Holiday entitlement

    1. We operate a holiday year which runs from 1st January to 31st December.
    2. Leave accrues throughout the year according to the formula given below, resulting in 33 days paid leave for full time staff and a pro rata proportion for those working part time.
    3. Unless notified otherwise you will be required to take all Bank Holidays and Public Holidays as leave and those days are counted in the total of 33 days.
    4. You may carry over a maximum of five days’ leave from one holiday year to the next.
    5. At any time in a leave year, your accrued leave entitlement may be calculated as follows: 2.08 x Number of days worked in the year to date / 21.75
    6. The amount of leave you may take will be the total leave accrued, rounded up to the nearest half a day, minus any leave you have already taken in the leave year.
    7. We will usually permit you to take up to five days leave in advance of it being accrued.
    8. If you wish to take leave, you must obtain approval (which will not be unreasonably withheld) and give notice of:
       1. 28 days for a period of leave longer than two days;
       2. seven days for a period of two days or less.
    9. When your employment ends:
       1. If you have accrued leave which you have not taken, you will receive a payment in lieu.
       2. If you have taken more leave than you have accrued, we will deduct an amount from any payment due from us to you on the termination of your employment or, if this is insufficient, we will require you to make up any shortfall.
       3. dxw will calculate the amount of this payment or deduction by multiplying the number of accrued or additional days of holiday by 1/260th of your salary.

14. Incapacity

    1. Incapacity means any sickness, injury or other medical condition which prevents the Employee from carrying out their duties.
    2. If you are absent due to incapacity, you must inform dxw by 10:00 on the day of your absence.
    3. dxw will pay your normal salary for up to ten days of incapacity per year.
    4. Pension contributions will continue as normal while you are paid at your normal salary. If your pay during any period of incapacity absence, or if you are paid Statutory Sick Pay (SSP) only, the level of contributions made may change, depending on the Aviva pension scheme rules in force at the time.
    5. You agree to consent to medical examination (at dxw’s expense) by a doctor nominated by dxw, if we reasonably require you to do so. You agree that any report produced in connection with any such examination may be disclosed to dxw and that we may discuss the contents of the report with the relevant doctor.
    6. Further details of dxw’s incapacity absence arrangements are published in the Playbook.

15. Pension

    1. dxw’s pension arrangements comply with the provisions of the Pensions Act 2008.
    2. Details of dxw’s pension arrangements are published in the Playbook.

16. Expenses

    1. dxw will reimburse you for out-of-pocket expenses that you incur in the course of your employment with us, subject to those expenses being reasonable, proportionate, necessary and evidenced.
    2. Details of dxw’s expenses policy and the process for claiming expenses are published in the Playbook.

17. Collective agreements

    1. There is no collective agreement which affects your employment.

18. Confidentiality

    1. Confidential information is any information that dxw considers confidential. For more information on what dxw considers confidential, refer to the playbook.
    2. You will not use nor disclose to any other person any confidential information acquired by you during the course of your employment for any purpose other than the performance of your duties.
    3. After the termination of your employment with us, you will continue not to disclose any confidential information acquired during your employment with us.
    4. The restrictions in this clause will not apply if:
       1. the disclosure of the information is required by law;
       2. other than via your unauthorised disclosure, the information is already in the public domain;
       3. the disclosure is a protected disclosure under s43A of the Employment Rights Act 1996.
    5. On ending your employment with us you must return to us any physical documents given to you, or generated by you, during the course of your employment.
    6. During your employment, you may be given permission to take copies of documents, including computer programs, planning documents and ancillary documentation, in which copyright subsists. Copies may be made available to you in different way — for example by giving you access to a version control repository. Unless we agree otherwise, your licence to retain and use copies of any such material is limited to the period of your employment with us. Once you have ceased to work with us you agree that you will delete all copies of any such material (including any backup copies) that remain in your possession or control.

19. Outside interests

    1. You agree that while you are employed by us you will not, without our prior written consent, carry out any work for or take employment with any employer who is or could reasonably become a competitor of our company.
    2. Similarly, you agree not to carry out any work for any employer who is or could reasonably become a client of our company, other than the work you do as part of your employment with us.
    3. You may carry out any other work provided it does not interfere with the performance of your duties working for us.
    4. You agree to promptly disclose to dxw any matter involving your spouse, civil partner or anyone you live with which could reasonably be considered to interfere or compete with your duties under this contract, or which could be considered a conflict of interest.

20. Gratuituies

    1. You must immediately report in writing any offer of gifts or hospitality by a customer, supplier or any other such person with an interest in or connection to dxw if it might reasonably be seen to compromise your judgement or integrity.
    2. You must not accept any such offer without the prior agreement of dxw.
    3. You must not offer any gifts or hospitality to a customer, supplier or any other such person with an interest in or connection to dxw if it might reasonably be seen to compromise their judgement or integrity.
    4. “Gifts” and “hospitality” do not include ordinary, day-to-day items routinely purchased for others, such as refreshments in meetings.

21. Disciplinary and grievance procedures

    1. Details of dxw’s disciplinary and grievance procedures are published in the Playbook. These procedures do not form part of your contract with us.

22. Playbook

    1. Further rules, practices and policies concerning your employment with us, and which you agree to abide by, are contained in the Playbook, a copy of which is available at playbook.dxw.com.
    2. dxw would like to draw your attention to the Working arrangements section of the playbook, which contains policies relevant to all employees.
    3. The Playbook does not form part of your contract with us and will be varied by us from time to time. We will give you notice of any such changes.

23. Changes

    1. dxw reserves the right to make reasonable changes your terms of employment.
    2. You will be notified in writing of any change as soon as possible and in any event within one month of the change.

24. Reconstruction and amalgamation

    1. If your employment is terminated at any time by reason of any reconstruction or amalgamation of dxw, whether by winding up or otherwise, and you are offered employment with an organisation resulting from the reconstruction or amalgamation on terms which (considered in their entirety) are not materially less favourable than the terms of this agreement, you will have no claim against dxw nor any such organisation arising out of or connected with the amalgamation.

25. Proper law

    1. This agreement is governed by English law and the parties agree that any disputes arising from the agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.

26. Email

    1. Any reference to “in writing” includes email and excludes fax transmissions.

27. Headings

    1. The section headings contained in this agreement are for reference only and shall not in any way affect the meaning or interpretation of this agreement.

28. Whole agreement

    1. This agreement constitutes the entire agreement between us with respect to your employment, and replaces any prior oral or written agreement which may exist.

29. Third party rights

    1. No one other than a party to this agreement shall have any right to enforce any of its terms.

Version: 15th February 2018

Signature

We agree to employ you on the terms set out above. Signed on behalf of the company:

I have read and understood these terms and conditions under which I agree to be employed by you: