Third-Party Contractor Terms of Engagement

Last updated: 26 February 2026

1. Introduction

These terms of engagement ("Terms") apply to all third-party contractors ("Contractor") engaged by Forty Miles West ("FMW"), a web design and development agency based at Fence Avenue, Macclesfield, Cheshire East, SK10 1LT, to perform work on behalf of FMW or its clients.

By accepting an assignment from FMW, the Contractor agrees to be bound by these Terms in full.

2. Engagement and Scope of Work

  • Each engagement will be defined in a separate Statement of Work (SOW) or project brief, which will outline the specific deliverables, timelines, and fees.
  • The Contractor shall perform the work to the standard reasonably expected of a skilled professional in their field.
  • Any changes to the scope of work must be agreed in writing before additional work begins.

3. Confidentiality

  • The Contractor agrees to keep all client data, project details, business strategies, and proprietary information strictly confidential.
  • Confidential information must not be disclosed to any third party without prior written consent from FMW.
  • This obligation of confidentiality survives the termination of the engagement and continues indefinitely.
  • The Contractor shall use reasonable security measures to protect confidential information from unauthorised access.

4. Intellectual Property

  • All work produced by the Contractor under these Terms is a "work made for hire" and shall be the sole property of FMW (or its client, as applicable).
  • The Contractor assigns all intellectual property rights, including copyright, in any work product to FMW upon creation.
  • The Contractor warrants that all work is original and does not infringe the intellectual property rights of any third party.
  • The Contractor may not use the work product for their own portfolio without prior written permission from FMW.

5. Payment Terms

  • Fees will be as agreed in the relevant SOW or project brief.
  • Invoices should be submitted upon completion of the agreed milestones or at the end of the engagement.
  • Payment will be made within 30 days of receipt of a valid invoice, unless otherwise agreed in writing.
  • The Contractor is responsible for their own tax obligations, including income tax and National Insurance contributions.

6. Data Protection

  • The Contractor must comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 when handling personal data.
  • Personal data provided by FMW or its clients must only be used for the purpose of completing the agreed work and must not be retained beyond the engagement period.
  • Any data breach must be reported to FMW immediately upon discovery.

7. Non-Solicitation

  • During the engagement and for 12 months after its termination, the Contractor shall not directly approach, solicit, or accept work from any FMW client without prior written consent from FMW.
  • This clause does not prevent the Contractor from working with a client independently where the initial introduction was not made through FMW.

8. Termination

  • Either party may terminate the engagement by providing 14 days' written notice.
  • FMW may terminate the engagement immediately if the Contractor breaches any material term of these Terms.
  • Upon termination, the Contractor must return all materials, data, and work product to FMW and delete any copies in their possession.
  • Outstanding payment for work completed to a satisfactory standard prior to termination will be honoured.

9. Liability and Indemnity

  • The Contractor shall indemnify FMW against any claims, losses, or damages arising from the Contractor's negligence, breach of these Terms, or infringement of third-party rights.
  • FMW's liability to the Contractor shall be limited to the fees payable under the relevant SOW.
  • Neither party shall be liable for indirect or consequential losses.

10. General Provisions

  • These Terms are governed by the laws of England and Wales.
  • Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
  • These Terms, together with the relevant SOW, constitute the entire agreement between the parties and supersede all prior discussions and agreements.
  • No variation of these Terms shall be effective unless agreed in writing by both parties.

Contact

For questions about these terms, contact us at:

Forty Miles West
Fence Avenue, Macclesfield, Cheshire East, SK10 1LT
Email: [email protected]
Phone: 07476 485436