CONTRACT OF EMPLOYMENT
Full-time Employment · Employment Rights Act 1996 Ss.1–7b · England And Wales
EMPLOYER
Nexus Digital Ltd
22 Bishopsgate
London EC2N 4AJ, Company No: 09284716
EMPLOYEE
Emily Thornton
4 Primrose Hill
London NW3 3AX, NI: JM 12 34 56 C
Position: Marketing Manager
Start: 2026-06-01 · £52,000 GBP
This Contract of Employment (this "Contract") is made on 2026-05-15 between Nexus Digital Ltd (the "Employer") and Emily Thornton (the "Employee"). It constitutes a written statement of the principal terms of employment required by sections 1 to 7B of the Employment Rights Act 1996 and is intended to take effect as a contract of service in accordance with the principles in Autoclenz Ltd v Belcher [2011] UKSC 41.
1.
APPOINTMENT AND CONTINUOUS EMPLOYMENT
The Employer appoints the Employee to the position of Marketing Manager with effect from 2026-06-01. The appointment is conditional upon (a) the Employee's evidence of the right to work in the United Kingdom under section 15 of the Immigration, Asylum and Nationality Act 2006; and (b) satisfactory completion of any pre-employment checks reasonably required by the Employer. No prior employment with the Employer (or any associated employer) counts as part of the Employee's continuous employment for the purposes of ERA 1996 s.211.
2.
DUTIES AND RESPONSIBILITIES
The Employee shall perform faithfully and diligently the duties of Marketing Manager and such other duties as the Employer may reasonably require from time to time commensurate with the Employee's skills and experience. The Employee shall devote the whole of their working time, attention and ability to the business of the Employer and shall not, without the prior written consent of the Employer (such consent not to be unreasonably withheld in respect of bona-fide outside interests that do not compete with the Employer), be engaged in any other business or occupation. The Employee shall comply at all times with the Employer's policies and procedures as amended from time to time.
3.
PLACE OF WORK
The Employee's normal place of work is London office (22 Bishopsgate) with hybrid working — min. 3 days on-site. The Employer may, on reasonable notice and to a location within reasonable daily commuting distance, require the Employee to work temporarily or permanently at any other place where the Employer has operations, or to work from home where operationally appropriate. The Employee shall not be required to work outside the United Kingdom for periods of more than one month without separate written agreement addressing the matters required by ERA 1996 s.1(4)(k).
4.
REMUNERATION, OVERTIME AND EXPENSES
The Employee shall receive a gross annual basic salary of £52,000 GBP per annum, payable monthly in arrears on the last working day of each calendar month by bank transfer and subject to PAYE income tax and National Insurance deductions. The salary satisfies the National Minimum Wage and, where applicable, the National Living Wage rates under the National Minimum Wage Act 1998 and the NMW Regulations 2015.
Salary shall be reviewed (but not necessarily increased) at least annually, usually in line with the Employer's remuneration cycle. Any deductions from pay will be made only where permitted by section 13 of the Employment Rights Act 1996.
Overtime: the basic salary is inclusive of remuneration for any reasonable additional hours worked; no additional overtime payment shall be made unless otherwise agreed in writing.
Expenses: the Employer shall reimburse reasonable business expenses properly incurred in the performance of the Employee's duties, on production of receipts and in accordance with the Employer's expenses policy.
5.
WORKING HOURS
The Employee's normal working hours are 37.5 hours per week, Monday to Friday 09:00–17:30, with 1 hour unpaid lunch. The Employee may be required to work such additional hours as are reasonably necessary for the proper performance of their duties.
The Working Time Regulations 1998 apply. The Employee has not opted out of the 48-hour average weekly working limit. The Employee is entitled to daily and weekly rest periods and in-work rest breaks in accordance with regulations 10-12.
6.
ANNUAL LEAVE
The Employee is entitled to 25 days per annum plus all public and bank holidays normally observed in England and Wales. The holiday year runs from 1 January to 31 December each year. Holiday must be taken in the year in which it accrues and may not, save with the Employer's written consent or as required by law, be carried forward. Holiday pay shall include regular non-guaranteed overtime, commission and allowances that are intrinsically linked to the performance of the Employee's duties (Dudley MBC v Willetts [2017] UKEAT 0334/16). On termination the Employee will be paid for accrued but untaken holiday, or required to repay (by deduction from final pay) any holiday taken in excess of pro-rated entitlement.
7.
PROBATIONARY PERIOD
The first 6 months of employment shall be a probationary period during which performance, conduct and suitability will be assessed. The Employer may, acting reasonably, extend the probationary period by up to a further three (3) months. During (and at the end of) probation either party may terminate by giving one (1) week's written notice. On successful completion the Employee's appointment shall be confirmed in writing.
8.
SICKNESS ABSENCE AND SICK PAY
During any period of absence due to sickness or injury the Employee shall receive full basic pay for the first four (4) weeks of absence in any rolling twelve-month period, followed by Statutory Sick Pay (SSP) for the remainder of the statutory 28-week period. With effect from 6 April 2026, the three "waiting days" for Statutory Sick Pay have been abolished (Employment Rights Act 2025): SSP is payable from the first qualifying day of absence at the prevailing rate, subject to the statutory qualifying conditions. The Employee must notify their line manager as soon as reasonably practicable (and in any event by 10:00 am on the first day of absence) and complete the Employer's self-certification form for absences of up to seven (7) calendar days. A fit note signed by a registered medical practitioner is required for any absence of more than seven calendar days. The Employer reserves the right (at its own cost) to require the Employee to attend an examination by a doctor nominated by the Employer.
9.
PENSION (AUTO-ENROLMENT)
The Employer operates a auto-enrolment workplace pension scheme with an enhanced employer contribution of 5% of qualifying earnings (band £6,240 - £50,270 for 2026/27), in accordance with the Pensions Act 2008. The Employee will be automatically enrolled if eligible. Full scheme details, including default investment, contribution levels and opt-out rights, will be provided in the statutory enrolment letter. There is no contracting-out of the State Second Pension.
10.
BONUS
The Employee may be eligible for a discretionary bonus. Any bonus is entirely at the Employer's absolute discretion and payment in one year creates no entitlement or legitimate expectation in any subsequent year. Up to 10% of annual base salary, reviewed in March, subject to company and individual performance.
11.
OTHER BENEFITS
In addition to salary, the Employee shall be eligible for the following benefits (subject to the rules of each scheme and any minimum service requirements): Private medical insurance (BUPA); 4× death-in-service life assurance; cycle-to-work scheme; £50/month wellbeing allowance; 25-day Christmas office closure. Benefits may be amended or withdrawn by the Employer from time to time on reasonable notice.
12.
NOTICE AND TERMINATION
Either party may terminate this Contract by giving written notice as follows: the Employer shall give the Employee 3 months; and the Employee shall give the Employer 3 months. The statutory minimum under section 86 of the Employment Rights Act 1996 shall apply where greater (one week for each complete year of service, up to a maximum of twelve weeks).
Payment in lieu of notice (PILON): the Employer may, in its absolute discretion, terminate employment with immediate effect and pay the Employee a sum equal to basic salary (excluding bonus and benefits) for the unexpired notice period, taxable in accordance with ITEPA 2003 ss.402B-402E (post-employment notice pay).
Garden leave: during all or part of any notice period, the Employer may require the Employee to remain away from the workplace, cease contact with clients/suppliers and not undertake any duties (William Hill Organisation v Tucker [1999] ICR 291). Salary and contractual benefits shall continue throughout garden leave; the Employee remains bound by all contractual obligations including the duty of good faith.
The Employer may terminate summarily without notice or payment in lieu for gross misconduct as defined in the Employer's disciplinary procedure, subject to a fair procedure consistent with the ACAS Code of Practice on Disciplinary and Grievance Procedures (TULRCA 1992 s.207A).
Statutory protections (Employment Rights Act 2025): from 1 January 2027, protection from unfair dismissal under section 94 ERA 1996 becomes a day-one right (replacing the previous 2-year qualifying period), and dismissal-and-rehire on less favourable terms ("fire and rehire") will be automatically unfair save in narrowly-defined business-survival circumstances. With effect from 1 October 2026, the time limit for bringing most Employment Tribunal claims is extended from three months to six months from the date of the act complained of.
13.
POST-TERMINATION RESTRICTIONS
For the protection of the Employer's legitimate business interests (including confidential information, client connections and stable workforce), the Employee agrees that, following the termination of employment for any reason: (a) Non-solicitation: the Employee shall not, for a period of 6 months, solicit or entice away (or attempt to do so) the custom of any person, firm or company who was a material customer of the Employer during the twelve (12) months preceding the termination date and with whom the Employee had personal dealings or responsibility in the course of their employment. (b) Non-poaching of staff: the Employee shall not, for a period of six (6) months, solicit, entice away or employ any person who at the date of termination was a senior or key employee of the Employer with whom the Employee had material contact during the twelve (12) months preceding termination.
The Employee acknowledges that these restrictions are reasonable and necessary to protect the Employer's legitimate interests. If any restriction is held by a court to be wider than is reasonable, the parties agree that it shall be enforced to the extent that is reasonable and, if necessary, severed in accordance with the principles in Tillman v Egon Zehnder Ltd [2019] UKSC 32.
14.
CONFIDENTIALITY
The Employee shall not, during or after the termination of employment, disclose to any person or use for any purpose (other than the proper performance of their duties or as required by law) any confidential information or trade secrets belonging to the Employer, its clients, suppliers or associated companies. This clause shall not prevent the Employee from making a protected disclosure within the meaning of section 43A of the Employment Rights Act 1996 (whistleblowing); from 6 April 2026 disclosures concerning sexual harassment are within the scope of qualifying disclosures (Employment Rights Act 2025). Any provision purporting to prevent the Employee from making allegations or disclosures of information relating to workplace harassment, discrimination or failure to make reasonable adjustments is void (ERA 2025 NDA restrictions, expected commencement 2027).
15.
INTELLECTUAL PROPERTY
Subject to sections 39-43 of the Patents Act 1977 and sections 11(2) and 215 of the Copyright, Designs and Patents Act 1988, all intellectual property rights in any work, invention, design, software, document or material created by the Employee in the course of their employment shall vest absolutely in the Employer. The Employee shall, at the Employer's expense, execute such documents and do such things as may reasonably be required to perfect the Employer's title and, by way of present assignment, assigns to the Employer all such rights not already vested.
16.
DATA PROTECTION
The Employer is a controller of the Employee's personal data in accordance with the UK General Data Protection Regulation and the Data Protection Act 2018 (as amended by the Data (Use and Access) Act 2025). Processing is carried out on the lawful bases of contract performance (Art. 6(1)(b)), legal obligation (Art. 6(1)(c)) and legitimate interests (Art. 6(1)(f) — and, where applicable, the new "recognised legitimate interests" lawful basis at Annex 1 paragraph 1 to the DPA 2018 as inserted by the DUA Act 2025), and for special category data on the bases permitted by Article 9 UK GDPR and Schedule 1 DPA 2018. Full details of processing, retention and data-subject rights are set out in the Employer's staff privacy notice.
17.
AI / AUTOMATED DECISION-MAKING IN HR
Where the Employer uses AI or automated decision-making tools (including AI-assisted performance management, automated scoring, generative-AI summarisation or predictive analytics) in connection with the Employee's employment, the Employer shall comply with Article 22 of the UK GDPR and the ICO's guidance on AI and data protection (2024). In particular: (a) no decision producing legal or similarly significant effects on the Employee (such as dismissal, disciplinary action, denial of promotion or material pay change) will be taken solely by automated processing, save where Article 22(2) UK GDPR permits and appropriate safeguards have been applied; (b) the Employee may request meaningful information about the logic involved and the significance and envisaged consequences of such processing under Articles 13(2)(f), 14(2)(g) and 15(1)(h) UK GDPR; and (c) the Employee may request human review of any automated decision under Article 22(3) UK GDPR. Where required, the Employer will carry out a Data Protection Impact Assessment under Article 35 UK GDPR before deploying high-risk AI processing.
18.
ECCTA 2023 — ANTI-FRAUD ACKNOWLEDGEMENT
The Employee acknowledges that, where the Employer is a "large organisation" within the meaning of section 199 of the Economic Crime and Corporate Transparency Act 2023 (≥250 employees OR ≥£36m turnover OR ≥£18m balance sheet, meeting 2 of 3), it maintains reasonable fraud-prevention procedures as required by that section (in force 1 September 2025). The Employee shall not, directly or indirectly, commit any "relevant offence" (within the meaning of section 199) in connection with the business of the Employer, including (without limitation) fraud by false representation (Fraud Act 2006 s.2), fraud by failing to disclose information (s.3), fraud by abuse of position (s.4), false accounting (Theft Act 1968 s.17), false statements by company directors (Theft Act 1968 s.19) or cheating the public revenue. Breach of this clause shall be treated as gross misconduct and may lead to summary dismissal.
19.
RIGHT-TO-WORK CHECKS — DIGITAL VERIFICATION
The Employee's right to work in the United Kingdom has been (or will be) verified by the Employer in accordance with section 15 of the Immigration, Asylum and Nationality Act 2006, using one of the three statutory verification methods: (a) the Home Office online Right-to-Work service for visa-holders (sharing an eVisa code); (b) an Identity Document Validation Technology (IDVT) certified Identity Service Provider for British and Irish nationals; or (c) an in-person check of acceptable List A / List B documents where neither (a) nor (b) is available. The Employee shall promptly notify the Employer of any change in their immigration status or any restriction on their right to work in the UK. The Employer notes that the civil penalty for employing a worker without the right to work has been £45,000 per worker for a first breach and £60,000 for repeat breaches since 13 February 2024 (Immigration (Employment of Adults Subject to Immigration Control) (Maximum Penalty) (Amendment) Order 2024). Loss of the right to work is a condition precedent to continued employment and, where it cannot be cured within a reasonable period, a potentially fair reason for dismissal under ERA 1996 s.98(1)(b).
20.
COMPLIANCE AND EQUAL OPPORTUNITIES
The Employee shall comply with all applicable laws and with the Employer's policies, including (without limitation) the anti-bribery policy adopted pursuant to section 7 of the Bribery Act 2010; the modern slavery policy adopted under section 54 of the Modern Slavery Act 2015; and the equal opportunities and anti-harassment policies adopted under the Equality Act 2010. The Employer is committed to providing a workplace free from discrimination on the grounds of any protected characteristic and will make reasonable adjustments for disabled employees (EqA 2010 s.20). The Employer also takes reasonable steps to prevent sexual harassment of workers in the course of their employment, in compliance with the preventative duty under section 40A of the Equality Act 2010 (inserted by the Worker Protection (Amendment of Equality Act 2010) Act 2023, in force 26 October 2024), including risk assessment, reporting channels and training.
21.
FAMILY, PARENTAL AND CARER'S LEAVE
The Employee is entitled to all statutory family and parental leave and pay, including maternity, paternity, shared parental, adoption, parental bereavement and carer's leave, subject to the relevant statutory qualifying conditions and any enhanced contractual provisions in the Employer's family-leave policy. With effect from 6 April 2026 (Employment Rights Act 2025), paternity leave and unpaid parental leave are day-one rights (the previous 26-week / 1-year qualifying periods have been removed). The Employee should refer to the Employer's policy for notification deadlines and any enhanced pay.
22.
GRIEVANCE AND DISCIPLINARY PROCEDURES
The Employer's disciplinary and grievance procedures (non-contractual) apply to this employment. Any grievance should be raised in writing with Sarah Chen, Head of People. Any disciplinary action will be conducted in accordance with the ACAS Code of Practice on Disciplinary and Grievance Procedures (TULRCA 1992 s.207A), and the Employee has the right to be accompanied at any formal hearing by a trade union representative or fellow worker under section 10 of the Employment Relations Act 1999.
23.
COLLECTIVE AGREEMENTS
There is no collective agreement that directly affects the terms and conditions of the Employee's employment, save as may be expressly incorporated in writing.
24.
ENTIRE AGREEMENT AND VARIATION
This Contract, together with any document expressly referred to in it, constitutes the entire agreement between the parties and supersedes all prior oral or written arrangements. Any variation to the statutory particulars shall be notified to the Employee in writing within one month of the change, in accordance with section 4 of the Employment Rights Act 1996. No term of this Contract operates to exclude or limit any statutory right the Employee has under the Employment Rights Act 1996 or other applicable legislation (ERA 1996 s.203).
25.
GOVERNING LAW AND JURISDICTION
This Contract and any dispute or claim (including non-contractual disputes) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts and tribunals of England and Wales.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
Nexus Digital Ltd
Authorised Signatory
Date: ____________________
Date: ____________________