Annex G — Restrictive Covenants and the Introduction Fee

ISL-LEG-F-G — the tiered restrictive covenants on both axes (IS-1 to IS-5 interpreter, CL-1 client) plus Schedule G, the Introduction Fee. Replaces the retired INT-001 and the defective legacy Clause 8. Restricted Period and Restricted Client window both set at 6 months; fee on a fixed cost-referenced basis.

England & Wales

Annex G — Restrictive Covenants and the Introduction Fee

InSignLanguage Ltd · Document code ISL-LEG-F-G · Annex to the Client / Approved Organisation Terms (ISL-LEG-B01) and the Interpreter Supplier Terms (ISL-LEG-C01) · Governing law: England & Wales

Version 0.3 — DRAFT for external commercial and employment counsel sign-off. Not yet binding. Replaces the retired INT-001 Exclusive Commitment Clause and the defective legacy Clause 8 entirely.

G1. What this annex protects, and what it does not

These covenants protect one thing: the goodwill in the client introductions InSignLanguage pays to generate, and the confidential client information shared to deliver an assignment. That is an asset ISL bought. It is not control over a workforce.

They do not require any interpreter to accept work, to work exclusively for ISL, or to work in any manner ISL directs; they do not set anyone's rates; and they create no mutuality of obligation. A route to any direct relationship always exists through the Introduction Fee in Schedule G. This annex prices an introduction; it does not forbid the work.

Nobody outside the contract is bound. The covenants bind only the interpreter and the business client who accept them. They place no restriction whatever on a Deaf end-user or an Access to Work beneficiary, whose choice of interpreter and statutory entitlement are untouched.

G2. Defined terms

Term	Meaning
Introduction	The first occasion on which ISL puts an interpreter and a Client in contact — by booking, referral, named assignment, or disclosure of the Client's identity and requirements — where no Pre-existing Relationship existed. A later assignment is not an Introduction.
Restricted Period	A single fixed, non-rolling period of 6 months beginning on the date of the last Assignment performed for that specific client or by that specific interpreter through ISL. Continuing to accept other ISL work does not extend it. Each relationship's period runs and expires independently.
Restricted Client	A Client (a) for whom the interpreter performed an Assignment arranged through ISL, or (b) about whom the interpreter received genuinely confidential, commercially sensitive information through ISL — in each case within the 6 months before the act complained of. Mere disclosure of a client's identity does not make them a Restricted Client.
Restricted Interpreter	An interpreter introduced to the Client through an Introduction within the 6 months before the act complained of.
Pre-existing Relationship	A genuine, established working relationship that pre-dates and is independent of an Introduction by ISL, provided it was notified to ISL in writing at or before the first Assignment for that relationship.
Introduction Fee	The published fee in Schedule G, the same whether the interpreter or the Client pays it, on payment of which ISL grants a written licence to contract for the named relationship directly. It is the price of an optional release, not a sum payable on breach.
Funded Services	Interpreting and directly related support paid for, in whole or in part, by an Access to Work grant administered by the DWP.

Both windows run on one clock. A single 6-month timescale governs the whole annex, on both axes, which makes the position simple to state and to administer.

G3. Interpreter axis (incorporated into ISL-LEG-C01)

IS-1 Non-solicitation. During the Restricted Period the Interpreter shall not, directly or indirectly, solicit or approach a Restricted Client with a view to providing, otherwise than through ISL, interpreting or related language services of the kind ISL supplies. The Interpreter may instead pay the Introduction Fee for that Restricted Client, on receipt of which ISL confirms in writing a licence to contract with that Client directly. This limb applies only to Introductions arising on or after acceptance of the terms. The restriction in respect of each separate Restricted Client is a separate and independent obligation.

IS-2 Non-dealing. During the Restricted Period the Interpreter shall not, directly or indirectly, accept or perform off-platform interpreting or related language services for a Restricted Client for whom the Interpreter actually performed an Assignment through ISL (whether or not the Interpreter solicited the work), otherwise than through ISL or on payment of the Introduction Fee. This limb is justified by ISL's specific cost in winning and onboarding that Client and the confidential information shared to deliver the Assignment, and is confined to Clients the Interpreter actually served. IS-2 is a separate and independent obligation from IS-1 and may be severed without affecting it.

IS-3 Access to Work funding integrity. Where an Assignment is for Funded Services and the Interpreter continues that work off-platform, the Interpreter shall notify ISL in writing without undue delay and ensure the continued arrangement is properly recorded with the Access to Work scheme. The Interpreter shall not present off-platform work to the DWP as supplied by or through ISL. Nothing in IS-3 restricts the Deaf beneficiary's choice of interpreter or their entitlement, or prevents the Interpreter providing the work. It is an information and anti-fraud obligation only, and is not a restraint.

IS-4 Pre-existing relationship carve-out. IS-1 and IS-2 do not apply to any Client with whom the Interpreter had a Pre-existing Relationship. Such a Client is not a Restricted Client. The burden of showing the relationship rests with the Interpreter; the contemporaneous written notice is the primary evidence.

IS-5 Relationship of the parties. Nothing in IS-1 to IS-4 requires the Interpreter to accept any Assignment, to work exclusively for ISL, or to refrain from working for any other client, agency or supplier including ISL's competitors. The Interpreter sets their own rates and methods, and may provide a competent substitute without ISL's prior consent, ISL's role being limited to checking objective competence requirements.

G4. Client axis (incorporated into ISL-LEG-B01)

Scope gate. This covenant applies only where the Client contracts in the course of a business. Where a Client contracts as a consumer — including, in most cases, an individual Access to Work grant-holder booking personally — CL-1 does not apply and the Consumer Booking Addendum (ISL-LEG-B02) governs.

CL-1 Non-circumvention. During the Restricted Period the Client shall not, directly or indirectly, engage, contract with, or procure interpreting or related language services from a Restricted Interpreter otherwise than through ISL. The Client may instead pay the Introduction Fee for that Restricted Interpreter, on receipt of which ISL confirms in writing a licence to engage that interpreter directly.

CL-1 does not apply to any interpreter with whom the Client had a Pre-existing Relationship, notified to ISL in writing at or before the first Assignment. CL-1 does not restrict the choice of interpreter of any Deaf end-user or Access to Work beneficiary, who is not a party to these terms. The restriction in respect of each separate interpreter is a separate and independent obligation, and the clause is forward-looking only.

G5. Severability

Each limb above is drafted as a separate, grammatically self-standing obligation so that an unenforceable part can be deleted without rewriting the remainder and without changing the character of what remains. If any limb, or any part of a limb, is held unenforceable, it is severed and the remainder continues in full force.

Schedule G — the Introduction Fee

Basis. The Introduction Fee is a fixed sum per introduction, referenced to ISL's actual cost of winning the client relationship and of onboarding and vetting the interpreter. It is deliberately not a percentage of future fees: a percentage basis scales with the value of the relationship rather than with the interest ISL is entitled to protect, which is the exposure the penalty doctrine creates.

The fee. £1,500 per introduction, the same whether the interpreter or the Client pays it. Set by InSignLanguage on 21/07/2026 on the cost-referenced basis below; quantum subject to counsel confirmation.

What payment does. On payment ISL issues a written licence for the named relationship. One payment discharges IS-1, IS-2 and CL-1 for that relationship permanently. The fee is the price of an optional licence and is not a charge on breach; no further sum is payable and no other consequence follows.

Cost workings supporting the figure (evidenced for counsel). The fee is built from two components: (a) the cost of winning a client relationship — marketing, advertising and business-development spend attributable to client acquisition (£7,304 in the year to 30/06/2026), divided by client relationships won in the period, reflecting that ISL wins a small number of substantial client relationships each year at material cost per relationship; and (b) the cost of onboarding and vetting one interpreter (approximately £150 — enhanced DBS or equivalent, registration and insurance verification, identity and right-to-work checks, marketplace profile creation and administrative time). ISL maintains the underlying figures and will produce them if the fee is challenged.

Review. The fee is reviewed annually against those costs and republished. The version in force is the one published when the Introduction arose.

G6. Evidence ISL maintains

A covenant binds only where the records prove it. ISL maintains, and will produce in any dispute:

an Introductions log — for each interpreter–client pairing, the date and channel of the first Introduction and which party was introduced;
a dated assignment history per client and per interpreter, so the start of the Restricted Period is evidenced;
an Access to Work flag on each Assignment, so IS-3 work is identifiable;
a pre-existing-relationship register of the written notices under IS-4 and CL-1;
Introduction Fee records — fees charged and paid, and the written licences issued.

G7. What this annex replaced, and why

The legacy Clause 8 restrained the Client but sat inside the interpreter's terms — a document the Client never signed — so it bound nobody where it sat. The legacy Clause 3 told interpreters only not to make "unauthorised personal engagement with clients", which was too vague to enforce. The INT-001 Exclusive Commitment Clause is retired entirely, not migrated.

This annex is forward-looking only throughout. It applies to Introductions and Funded Services arising on or after the date the relevant party accepts the terms, and cannot be applied to earlier conduct.

InSignLanguage Ltd · 26 Domum Road, Portsmouth PO2 0QZ · Company number 10943637 · ICO registration ZC163713