10 January 1999
Mr. J. Agostini
19 Priors Park
Emerson Valley
Milton Keynes
MK42 2BT
Dear John:
Further to recent discussions, I have pleasure in confirming the terms and
conditions of our offer of employment below:
Position & Duties
1. Your position will be as Finance Director of INVU Services Limited and
you will be directly responsible to David Morgan, President and Chief
Executive Officer.
2. Your employment will commence on 1st February 1999. You should bring
your P45, along with your SSP(L) if you provided by your previous
employer as soon as possible.
3. Your salary will be(pound)62,500 per annum payable monthly in arrears.
4. All bonus schemes are subject to regular reviews by the Company. Please
note that no bonus is payable once notice to terminate this contract of
employment has been given by either party.
5. Your basic working hours will be from 9:00 am to 5:30 pm Monday to
Friday with one hour lunch period per day, but due to the nature of
your employment you may be required to work extra hours. Overtime is
not payable, nor is time in lieu given to employees other than in
exceptional circumstances at the sole discretion of the Directors.
6. You will be on a probationary period of six months during which your
employment may be terminated by the Company without notice or by you
with one month's notice, and thereafter your employment will be subject
to one month's notice by either party. In the event of gross
misconduct, the Company may terminate your employment forthwith.
7. The Company will reimburse travel and other reasonable expenses
incurred in connection with the Company's business on presentation of
the company's expense claim form duly approved and signed by David
Morgan.
Holidays
You will be entitled to 20 working days holiday per year, plus public holidays,
starting 1st January each year and ending 31 December each year New starters and
leavers will not be entitled to a full 20 days per year, but only to a
proportionate number of days based on the following calculation of 1.67 days per
month, which will be accumulated and rounded up to the nearest full day for
employees with less than a year's service.
The holiday entitlement can only be taken at a time agreed with your manager.
Annual lave not taken during a leave year up to a limit of five days can only be
carried forward to the next leave year with the written consent of management
after application by you for permission for this to be agreed. Subject to this
arrangement, annual lave not taken in accordance with the above paragraph will
be forfeit.
If at the termination of your employment with the Company, you have a holiday
entitlement which you have not yet taken, you will normally re required to take
that leave during any period of notice given to or by you. If at the effective
date of termination of your employment there is still annual leave due to you,
subject to the provisions of the following paragraph you will be paid accrued
pay in respect of those days at the rate applicable to holiday pay at the time.
This payment will be in addition to any other payments due to you from the
Company. If at the termination of your employment you have taken more holiday
than is due to you, such excess will be deducted from any moneys due to you or
if such amount is insufficient you will be required to pay the excess. If,
however, you are dismissed, or leave the company's service without giving due
notice in accordance with your contract of employment, no entitlement to accrued
holiday pay will exist.
Company Vehicles
You will be provided with a Company car to a maximum of (pound)772 per month
contract hire inclusive of maintenance and VAT. All fuel will be paid for by the
Company. Company vehicles are to be driven only by Company employees and
specially authorized personnel. The Company cannot be held responsible for any
fines incurred by individuals. Regular drivers of Company vehicles are solely
responsible for ensuring that their vehicles are properly maintained and
serviced at the appropriate times. Frequent checks must be made on the
following: brakes, lights, batteries, mirrors, windscreen wipers, water, oil and
tyres, including spare. All Company vehicles must be kept clean and tidy inside
and out. Your manager may, at any time, ask to inspect your vehicle and require
you, if necessary, to clean the vehicle as soon as possible.
Should an employee be involved in an accident, it is imperative that full
particulars of the third party are obtained, and in particular, the names and
addresses of independent witnesses. Since in the view of the driver, an accident
is always the fault of the other driver, the support of an independent witness
is of material value. Any person involved in an accident shall be personally
responsible for the cost of any repairs necessitated to any Company vehicle
which is involved in any accident or incurs damage whilst under their care or
control up to a limit of (pound)300 per accident. Should the company be
successful if obtaining reimbursement of damaged costs from any third parties
involved, any sums of money deducted from that person will be refunded. The
method of operating the above arrangement will be as follows:
1. Immediately notification of damage to the vehicle under your care and
control is received, salary department will be instructed to deduct
two equal installments of (pound)150, a total of (pound)300 from the
next two salary payments due to you.
2. On receipt on the repairer's final account, if the sum invoiced is
less than(pound)300 the balance will be refunded to you.
3. If and when our brokers or insurers are able to obtain reimbursement
of the full cost of repairs to the company vehicle, the sum of
(pound)300 or such less amount as is applicable if a partial refund
has been made, will be refunded to you.
4. If a partial recovery of the damaged costs is obtained, the amount
chargeable to you will be assessed as the same percentage of
(pound)300 as the unrecovered cost of damages bears to the total
damage costs. If the total damage costs are less than (pound)300 then
the percentage shall apply to the total damaged costs.
5. If any accident is not reported within 7 days of the occurrence, the
Company will then hold you personally responsible for the whole cost
of any resultant repairs.
6. When the car is left unoccupied articles (both personal and Company)
must be locked in the boot or glove compartment and the vehicle must
be made as secure as possible by closing all windows and locking all
doors. Drivers of hatch backs and estate cars should ensure, so far as
it is possible, that contents are not visible from the outside.
Personal and Company effects must not be left in vehicles overnight. A
claim for contents will not be entertained unless theft occurs from
the locked glove box or boot. All thefts of property from Company
vehicles must be reported to the police immediately upon discovery.
Failure to do so may prejudice any insurance claims. The name and
officer and his station should be noted. The Company and its insurers
reserve the right to refuse any claim, where, in its opinion, all
reasonable care and precaution had not be taken to protect the
possessions against lost or damage.
The Company reserves the right to amend its policy in respect of Company
vehicles at any time.
Sickness
In the event of absence through illness you are required (or someone on your
behalf is required) to telephone your immediate manager, or leave a message, no
later than 9:30 a.m. on the morning of your first day of absence. You will
receive full pay for 10 days absence due to personal sickness in a period of 12
months immediately prior to the day or part day sickness, i.e. if a person is
sick on 2nd November 1997 then the total days sickness from 3rd November 1996 up
to and including 2nd November 1997 will be counted. If these do not exceed 10
then payment will be made. Payment in excess of 10 days sick will be at the
discretion of the Directors. If you are eligible for Statutory Sick Pay (SSP)
this will form part of the above payment. In cases where a period of sickness
lasts for less than five days, a self certification form must be completed. If
your sickness exceeds more than five days you must obtain a Doctor's Certificate
and send it by post or by hand to your immediate manager. If further
certificates are required, these must similarly be submitted by you.
Maternity Pay
Statutory provisions are adhered to with regard to maternity pay.
Pension
The Company does not currently operate a pension scheme, but you will
participate fully in the State pension scheme. A contracting out certificate
under the Social Security Pensions Act 1975 is not in force in respect of your
employment with the Company.
Design & Developments
Ownership of any design, copyright, development, enhancement and/or intellectual
property right work carried out in the course of and/or arising from your
employment shall vest solely with INVU International Holdings Limited, an
associate company of INVU Services Limited. Without prejudice to the generality
of the foregoing this provision shall particularly apply to software
developments.
Employee's General Obligations
1. During the continuance of your employment you will faithfully and
diligently serve the Company and will perform the duties which may
from time to time be assigned to you by the Company of any officer of
the Company placed in authority over you, and you will devote the
whole of your time and attention to such services, and at all times
comply with and obey all lawful instructions of the Company of any
officer as aforesaid, and will in all respects conform to and comply
with the directions and regulations made and given by them or either
of them in relation to the business or trade of the Company and to the
best of your skill and ability to serve and promote the interests of
the Company and will not at any time except in the case of illness or
unavoidable accident absent yourself from the service of the Company
without the consent of the proper officer of the Company having
jurisdiction over you. In the event of absence for medical reasons you
must furnish such an officer with a satisfactory medical certificate
from some reputable medical officer acceptable to the Company at the
earliest opportunity.
2. You will not during the term of your employment with the Company use,
divulge or disclose to any person, firm or Company any of the secret
concerns, affairs or information of or concerning the business of the
Company which you may acquire in the course of or as incidental to the
Company hereunder.
3. You will not during the continuance of your employment, except in any
case when the Company may second your services to any of its allied
interests, directly or indirectly work for or be employed in any
capacity or for any purpose whatsoever by any person, firm, Company or
concern other than the Company and you will not without the written
consent of the Company's board of Directors first obtained be engaged
or interested either directly or indirectly in any undertaking or
business of any nature whatsoever other than the Company's business or
undertaking.
4. All books, diaries, documents, papers, letters, memoranda or
communications in writing during your employment by the Company you
may make or cause to be made or receive from the Company or any
officer thereof or which by any other means shall come into your
possession upon any matters relating to the affairs or customers of
the Company shall be treated as confidential and shall be and remain
the property of the Company and you shall not make (except upon
instructions from one of the Directors of the Company) any copy of or
extract from any such documents and further you shall upon the request
of the board of Directors forthwith delivery upon the said several
documents or any of them or any copies of or extracts therefrom as the
board shall direct.
5. You will not any time hereafter in any way make known or divulge to
any person, firm or Company any of the methods, systems or appliances
or any manufacture carried on by the Company or the ingredients or
substance whereof the same are composed or the terms on which or the
persons of the companies to whom the same are sold or the cost of
making the same or any of the affairs of the Company whether such
information is or was acquired by you in the course of your
employment.
6. If you shall at any time commit any disobedience, insubordination,
misconduct or break any terms of this agreement or become inefficient
or unsatisfactory in the discharge of your duties under this agreement
or be found unfit or incompetent for the discharge of the said duties
on account of illness caused by your own fault or neglect as to which
a certificate of a reputable medical practitioner nominated by the
Company shall be final and binding the Company shall be entitled in
accordance with the terms and conditions of the Employment Protection
Act to terminate your contract.
7. You will inform the Company immediately if your spouse or any other
member of your household is engaged by any competitor of the Company.
The Company reserves the right to give notice to terminate this
contract is such case.
8. You may not write letters to the Press in any way referring to the
Company without the prior permission of the Company.
9. You will keep the Company informed of current details as to your name,
address, marital status, next of kin and any circumstances which might
affect the Company insurance cover. You will also inform the Company
immediately in the event that you are convicted of a criminal offense
other than a motoring offense not involving an endorsement of license,
giving details of the offense and penalty.
10. It is your obligation to ensure that you take no action and make no
statement (or omit to take any action or make any statement) which
constitutes unlawful discrimination or results in the Company being
the subject of proceedings (whether civil or criminal) before any
court or tribunal or of any investigation pursuant to the Sex
Discrimination Act 1975 or the Race Relations Act 1976 in respect of
such act or omission.
If such proceedings or such investigation is commenced in respect of the Company
and it believes that you performed the act or made the statement complained of
or omitted to perform the act or make the statement complained of, it will rely
on the defense that you alone are culpable and that you have no authority from
the Company to act in this way.
Obligations after Termination
1. As the employee in the course of their employment is likely to obtain
knowledge of the Company's trade secrets and other confidential
information and in order to protect such trade secrets and other
highly confidential information, the employee agrees, without
prejudice to any other duty implied by law or equity that following
the termination of this agreement (for whatever reason and whether or
not the Company shall have been in breach of this contract whether
repudiatory or otherwise) not to disclose or make use of the Company's
trade secrets and other highly confidential information.
2. The Company's trade secrets and other highly confidential information
referred to in the above paragraph means any information which came to
the employee's knowledge only by reasons of their employment and in
particular any knowledge or information relating to:
o not otherwise a matter of public record;
o research, development or design of any products or proposed products
of the Company at the date of termination of this agreement.
o Lists, whether written or not, of customers or clients of the
Company's products or services and details of any agreements or
arrangements made between the Company and its customers or clients
or suppliers in respect of products or services obtained by the
Company or furnished to the Company;
o the information collected for or the results of any market
researches or plans undertaken by or on behalf of the Company in
respect of the manufacture conversion merchanting or distribution
of any of the Company's products or services.
3. As the employee in the course of their employment will have dealings
with the customers of the Company and in order to protect the goodwill
and trade connections of the Company, the employee agrees without
prejudice to any other duty implied by law or equity, that following
the termination of this agreement (and whether or not the Company shall
have been in breach of this contract whether repudiatory or otherwise)
they will not:
o during the restraint period, solicit or deal with or discourage
from dealing with the Company any person firm or Company who
during the last six months of the employee's employment was a
prospective customer of the Company. A prospective customer shall
mean a person, firm or Company with whom the employee or to their
knowledge any other employee of the Company had discussions with a
view to obtaining an order for the Company and where the Company
at the date of termination of this agreement had expectations of
receiving an order for the Company and where the Company at the
date of termination of this agreement had expectations of
receiving an order;
o for a period of six months within the restraint area carry or be
engaged, concerned or interested in any capacity in a business
which (or provide advice to any business concern which) competes
with a business carried on (or proposed to be carried on) by the
Company during the course of this agreement.
In this clause:
o "The Company" and all references thereto shall include any
associated Company; "Restraint Period" means six months following
the date of leaving the Company; "Restraint Area" means within a
15 mile radius of and including all business locations of INVU
Services Limited.
o The restrictions shall apply to the employee acting in any
capacity whether as principal, agent, partner, consultant,
employee, Director, shareholder or otherwise and whether directly
or indirectly (including through any firm, person or Company).
o Each of the restrictions in this clause shall be considered as
separate obligations accepted by the employee and the enforcement
or enforceability of any one restriction shall not affect the
enforcement or enforceability of the remaining restrictions.
o The parties agree that the clauses above are reasonable but in the
event that any clause part thereof are deemed unreasonable due to
the length of time or area stated or for any other reasons, such
clause or part thereof shall be amended to such length of time or
area of other limitation as is deemed reasonable.
Grievance Procedure
If you have any grievance relating to your employment you should raise it orally
with your manager. If the matter is not resolved within seven working days, you
may raise it in writing with your immediate superior who will make a decision
about the matter within the next seven working days. A copy of the Company's
grievance procedure is attached to this contract.
Disciplinary Procedure
A copy of the Company's disciplinary rules and disciplinary procedure is
attached to this contract and employees are asked to read it carefully.
Health & Safety at Work
The Company undertakes to observe all duties imposed on it by statute to protect
and preserve the health, safety and welfare at work of its staff. You undertake
to observe all duties imposed on you, as an employee by statute to protect and
preserve the health, safety and welfare of yourself and other persons at work.
Applicable Law
This contract will be governed and construed in accordance with English Law.
In order to indicate your agreement to these terms and conditions of your
employment, will you please sign the enclosed copy of this letter and return it
in the confidential envelope provided.
This does not constitute a formal offer until we formally acknowledge your
acceptance of these terms.
I would like to take this opportunity to welcome you as an employee of this
Company and wish you a successful future.
Yours sincerely
/s/ Tracey Falconer
T A FALCONER (MRS)
Manager, Administration
I AM IN AGREEMENT WITH THE TERMS AND CONDITIONS OF EMPLOYMENT AS DETAILED IN THE
ABOVE LETTER AND ENCLOSED DOCUMENTS.
Signed: /s/ J C Agostini Date: 20th January 1999
