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1. TERMS OF BUSINESS WITH A CLIENT FOR THE SUPPLY OF EMPLOYEES ENGAGED UNDER EMPLOYEE CONTRACTS

2. TERMS OF BUSINESS WITH A CLIENT FOR THE SUPPLY OF EMPLOYEES ENGAGED UNDER PBA CONTRACTS

3. TERMS OF BUSINESS WITH THE CLIENT FOR THE SUPPLY OF A SELF-EMPLOYED CONSULTANCY

 


 

1. TERMS OF BUSINESS WITH A CLIENT FOR THE SUPPLY OF EMPLOYEES ENGAGED UNDER EMPLOYEE CONTRACTS

IMPORTANT NOTICE:

IT IS IMPORTANT THAT YOU READ THE FOLLOWING TERMS OF BUSINESS BECAUSE THEY FORM THE BASIS OF YOUR CONTRACT WITH US. YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 14 (WHICH CONTAINS DETAILS OF EACH PARTY’S LIABILITY TO THE OTHER)

WE WOULD ASK YOU TO SIGN AND RETURN A COPY OF THESE TERMS OF BUSINESS TO INDICATE YOUR AGREEMENT TO THEM. IF WE DO NOT RECEIVE A SIGNED COPY, YOU WILL STILL BE BOUND BY THE TERMS IF, FOLLOWING RECEIPT, YOU CONTINUE TO ACT IN SUCH A WAY AS WE COULD REASONABLY INTERPRET THAT THESE TERMS ARE ACCEPTED BY YOU (SEE CLAUSE 2.1 FOR MORE DETAILS ON DEEMED ACCEPTANCE OF THIS CONTRACT BY YOU).

1. DEFINITIONS

1.1. In these terms (“Terms”) the following definitions apply:

“Assignment” means the period during which the Temporary Worker is supplied by the Employment Business to provide services to the Client;

“Assignment Details Form” means written confirmation of the assignment details agreed with the Client prior to commencement of the Assignment;

“Client” means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Temporary Worker is introduced;

“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended) or the Conduct of Employment Agencies and Employment Businesses Regulations (Northern Ireland) 2005 (as amended);

“Employment Business” means Rapier Employment Limited (Registered Company No. 02374214 trading as Rapier Employment Limited of Tannery Court, Stratton Way, Abingdon, Oxfordshire, OX14 5TS);

“Engagement” means the engagement, employment or use of the Temporary Worker by the Client or by any third party to whom the Temporary Worker has been introduced by the Client on a permanent or temporary basis, whether under a contract of service or for services; an agency, license, franchise or partnership arrangement; or any other engagement; or through any other employment business; or through a corporate body of which the Temporary Worker is an officer, employee or other representative; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;

“Introduction” means (i) the passing to the Client of a curriculum vitae or information which identifies the Temporary Worker; or (ii) the Client’s interview of a Temporary Worker (in person or by telephone or by any other means), following the Client’s instruction to the Employment Business to supply a Temporary Worker; or (iii) the supply of a temporary worker; and, in any case, which leads to an Engagement of the Temporary Worker; and “Introduces” and “Introduced” shall be construed accordingly;

“Period of Extended Hire” means any additional period that the Client wishes the Temporary Worker to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;

“Relevant Period” means (a) the period of 8 weeks commencing on the day after the last day on which the Temporary Worker worked for the Client having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the first day on which the Temporary Worker worked for the Client having been supplied by the Employment Business or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;

“Remuneration” includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Temporary Worker for services provided to or on behalf of the Client or any third party. Where a company car is provided, a notional amount of £6,000 will be added to the salary in order to calculate the Employment Business’ fee;

“Temporary Worker” means the individual who is introduced by the Employment Business to provide services to the Client;

“Transfer Fee” means the fee payable in accordance with clause 8 and Regulation 10 of the Conduct Regulations;

“Vulnerable Person” means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen.

1.2. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.

1.3. The headings contained in these Terms are for convenience only and do not affect their interpretation.

2. THE CONTRACT

2.1. These Terms together with any attached Schedule and any applicable Assignment Details Form constitute the contract between the Employment Business and the Client for the supply of the Temporary Worker’s services by the Employment Business to the Client and are deemed to be accepted by the Client by virtue of its request for, interview with or Engagement of the Temporary Worker, or the passing of any information by the Client about a Temporary Worker to any third party following an Introduction.

2.2. These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Client.

2.3. Subject to Clause 6.2 no variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a Director of the Employment Business and the Client and are set out in writing and a copy of the varied Terms is given to the Client stating the date on or after which such varied Terms shall apply.

2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when Introducing Temporary Workers for Assignments with the Client.

3. CLIENT OBLIGATIONS

3.1. To enable the Employment Business to comply with its obligations under the Conduct Regulations the Client undertakes to provide to the Employment Business details of the position which the Client seeks to fill, including the following:

3.1.1. the type of work that the Temporary Worker would be required to do;

3.1.2. the location and hours of work;

3.1.3. the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Temporary Worker to possess in order to work in the position;

3.1.4. any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;

3.1.5. the date the Client requires the Temporary Worker to commence the Assignment;

3.1.6. the duration or likely duration of the Assignment;

3.1.7. The minimum rate of pay, expenses and any other benefits that would be offered.

3.2. The Client will assist the Employment Business in complying with the Employment Business’ duties under the Working Time Regulations 1998 (as amended) by supplying any relevant information about the Assignment requested by the Employment Business and the Client will not do anything to cause the Employment Business to be in breach of its obligations under these Regulations. If the Client requires the services of a Temporary Worker for more than 48 hours in any week during the course of an Assignment, the Client must notify the Employment Business of this requirement before the commencement of the Assignment or at the very latest, where this is not reasonably practicable, before the commencement of the week in which the Client requires the Temporary Worker to work in excess of 48 hours.

4. INFORMATION TO BE PROVIDED

4.1. When Introducing a Temporary Worker to the Client the Employment Business shall inform the Client:

4.1.1. of the identity of the Temporary Worker;

4.1.2. that the Temporary Worker has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment;

4.1.3. whether the Temporary Worker will be employed by the Employment Business under a contract of service or apprenticeship or a contract for services;

4.1.4. that the Temporary Worker is willing to work in the Assignment; and

4.1.5. The hourly charges of the Employment Business.

4.2. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any Public or Bank Holiday) following, save where the Temporary Worker is Introduced for an Assignment in the same position as one in which the Temporary Worker had previously been supplied within the previous 5 business days and such information has already been given to the Client, unless the Client requests that the information be resubmitted.

5. TIMESHEETS

At the end of each week of an Assignment (or at the end of the Assignment where it is for a period of 1 week or less) the Client shall sign the Employment Business’ timesheet verifying the number of hours worked by the Temporary Worker during that week.

5.1. Signature of the timesheet by the Client is confirmation of the number of hours worked. If the Client is unable to sign a timesheet produced for authentication by the Temporary Worker because the Client disputes the hours claimed, the Client shall inform the Employment Business as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with the Employment Business to enable the Employment Business to establish what hours, if any, were worked by the Temporary Worker. Failure to sign the timesheet does not absolve the Client of its obligation to pay the charges in respect of the hours worked.

5.2. The Client shall not be entitled to decline to sign a timesheet on the basis that it is dissatisfied with the work performed by the Temporary Worker. In the event that the Client is dissatisfied with the Temporary Worker the provisions of clause 10.1 below shall apply.

6. CHARGES

6.1. The Client agrees to pay such hourly charges of the Employment Business as notified to and agreed with the Client. The hourly charges are calculated according to the number of hours worked by the Temporary Worker (to the nearest quarter hour) and comprise the following:

6.1.1. the Temporary Worker’s hourly rate of pay;

6.1.2. an amount equal to any statutory leave to which the Temporary Worker is entitled and which is accrued during the course of an Assignment;

6.1.3. employer’s National Insurance contributions;

6.1.4. any travel, hotel or other expenses as may have been agreed with the Client or, if there is no such agreement, such expenses as are reasonable; and

6.1.5. the Employment Business’ commission.

6.2. The Employment Business reserves the right to vary the hourly charges agreed with the Client, by giving written notice to the Client, in order to comply with any additional liability imposed by statute or other legal requirement or entitlement.

6.3. The charges are invoiced to the Client on a weekly basis and are payable within 28 days from date of invoice. VAT is payable at the applicable rate on the entirety of these charges.

6.4. The Employment Business reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.

6.5. No refunds are payable in respect of the charges of the Employment Business unless a written and signed agreement is made between a Director of the Employment Business and the Client to account for specific arrangements

6.6. The Client’s obligations under this clause 6 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.

7. PAYMENT OF THE TEMPORARY WORKER

The Employment Business assumes responsibility for paying the Temporary Worker and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to the Temporary Worker pursuant to sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003.

8. TRANSFER FEES

8.1. The Client shall be liable to pay a Transfer Fee if the Client Engages a Temporary Worker Introduced by the Employment Business, either directly or through another employment business, or introduces the Temporary Worker to a third party and such introduction results in an Engagement of the Temporary Worker by the third party and where the Temporary Worker has been supplied by the Employment Business, such Engagement takes place during the Assignment or within the Relevant Period.

8.1.1. All transfers of Temporary Workers introduced by the Employment Business are subject to a minimum of 5 working days notice and will in all cases be effective on a Sunday being the first transfer day.

8.1.2. Transfer fees and service criteria applicable to transfers of are detailed as follows:

8.1.2.1. Where the temporary worker has completed (within the Assignment) Zero to 150 hours (Equal to 4 weeks x 37.5 hours per week) a charge of 10% of the temporary workers annual wage will apply

8.1.2.2. Where the temporary worker has completed (within the Assignment) 151 to 300 hours (Equal to 8 weeks x 37.5 hours per week) a charge of 5% of the temporary workers annual wage will apply

8.1.2.3. Where the temporary worker has completed (within the Assignment) 301 to 450 hours (Equal to 12 weeks x 37.5 hours per week) a charge of 2.5% of the temporary workers annual wage will apply

8.1.2.4. Temporary workers that have provided the Employment Business with in excess of 450 hours may be transferred directly to the Client without further charge being incurred

8.1.2.5. If the client wishes to engage a Temporary worker that exceeds 450 hours but through another 3rd Party or employment business, the client will be subject to a fee of £50.

8.2. VAT is payable in addition to any fee due.

8.3. The Transfer Fee will not be payable if the Client gives written notice to the Employment business that it intends to hire or continue the hire of the Temporary Worker for a Period of Extended Hire of not less than [three] months before it Engages the Temporary Worker other than through the Employment Business.

8.4. Where the client decides (in accordance with clause 8.3) to have the Temporary Worker supplied by the Employment Business for the Period of Extended Hire:

(a) the hourly charges payable by the Client during the Preiod of Extended Hire shall be those applicable immediately before the Employment Business received the Client's notice of election;

(b) at the end of the Period of Extended Hire, the Client may engage the Temporary Worker without paying the Transfer Fee; and

(c) if the Client chooses a Period of Extended Hire, but engages the Temporary Worker before the end of the Period of Extended Hire, the Transfer Fee may be charged by the Employment Business, rediced proportionately to reflect the amount of the Period of Extended Hire paid for by the Client.

9. SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS

9.1. Where the Temporary Worker is required by law, or any professional body to have any qualifications or authorisations to work on the Assignment or the Assignment involves working with, caring for or attending one or more Vulnerable Persons the Employment Business will take all reasonably practicable steps to obtain and offer to provide copies to the Client of:

9.1.1. any relevant qualifications or authorisations of the Temporary Worker; and

9.1.2. two references from persons who are not relatives of the Temporary Worker and who have agreed that the references they provide may be disclosed to the Client; and such other reasonably practicable steps as are required to confirm that the Temporary Worker is suitable for the Assignment. If the Employment Business has taken all reasonably practicable steps to obtain the information above and has been unable to do so fully it shall inform the Client of the steps it has taken to obtain this information in any event.

9.2. The Client shall advise the Employment Business at the time of instructing the Employment Business to supply a Temporary Worker, or if it is not reasonably practicable, at the very latest, prior to the commencement of the Assignment, whether during the course of the Assignment, the Temporary Worker will be required to work with, care for or attend one or more Vulnerable Persons or engage in activity or otherwise be working in a position covered by the Safeguarding Vulnerable Groups Act 2006 [or equivalent legislation in Scotland or Northern Ireland].

9.3. The Client shall assist the Employment Business by providing any information required to allow the Employment Business to comply with its statutory obligations under the Safeguarding Vulnerable Groups Act 2006 [or equivalent legislation in Scotland or Northern Ireland] and to allow the Employment Business to select a suitable Temporary Worker for the Assignment.

9.4. In particular in the event that the Client removes a Temporary Worker from an Assignment in circumstances which would require the Employment Business to provide information to the Independent Safeguarding Authority [or equivalent authority] under the Safeguarding Vulnerable Groups Act 2006 [or equivalent legislation in Scotland or Northern Ireland], the Client will provide sufficient information to the Employment Business to allow it to discharge its statutory obligations.

10. UNSUITABILITY OF THE TEMPORARY WORKER

10.1. The Client undertakes to supervise the Temporary Worker sufficiently to ensure the Client’s satisfaction with the Temporary Worker’s standards of work. If the Client reasonably considers that the services of the Temporary Worker are unsatisfactory, the Client may terminate the Assignment either by instructing the Temporary Worker to leave the Assignment immediately, or by directing the Employment Business to remove the Temporary Worker. The Employment Business may, in its absolute discretion, in such circumstances, reduce or cancel the charges for the time worked by that Temporary Worker, provided that the Client has notified the Employment Business immediately that they have asked the Temporary Worker to leave the Assignment or the Assignment terminates:

10.1.1. within 4 hours of the Temporary Worker commencing the Assignment where the Assignment is for more than 7 hours; or

10.1.2. within 2 hours for Assignments of 7 hours or less; and provided that notification of the unsuitability of the Temporary Worker is confirmed in writing to the Employment Business within 48 hours of the termination of the Assignment.

10.2. The Employment Business shall notify the Client immediately if it receives or otherwise obtains information which gives the Employment Business reasonable grounds to believe that a Temporary Worker supplied to the Client is unsuitable for the Assignment and shall be entitled to terminate the Assignment forthwith without prior notice and without liability. Notwithstanding, the Client shall remain liable for all such hourly charges incurred prior to the termination of the Assignment.

10.3. The Client shall notify the Employment Business immediately and without delay and in any event within 24 hours if the Temporary Worker fails to attend work or has notified the Client that they are unable to attend work for any reason.

11. TERMINATION OF THE ASSIGNMENT

Any of the Client, the Employment Business or the Temporary Worker may terminate an Assignment at any time without prior notice and without liability (except in the case of termination by the Client, who shall be liable for any charges due under clause 6 above).

12. CONFIDENTIALITY AND DATA PROTECTION

All information relating to a Temporary Worker is confidential and subject to the Data Protection Act 1998 (“DPA”) and is provided solely for the purpose of providing work-finding services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the DPA in receiving and processing the data at all times. In addition information relating to the Employment Business’ business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.

13. INTELLECTUAL PROPERTY RIGHTS

All copyright, trademarks, patents and other intellectual property rights deriving from the Assignment shall belong to the Client. Accordingly the Employment Business shall use its reasonable endeavours to ensure that the Temporary Worker shall execute all such documents and do all such acts in order to give effect to the Client’s rights pursuant to this clause.

14. LIABILITY

14.1. Whilst reasonable efforts are made by the Employment Business to give satisfaction to the Client by ensuring reasonable standards of skill, integrity and reliability from the Temporary Worker and to provide the same in accordance with the Assignment details as provided by the Client no liability is accepted by the Employment Business for any loss, expense, damage or delay arising from any failure to provide any Temporary Worker for all or part of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Temporary Worker or if the Temporary Worker terminates the Assignment for any reason. For the avoidance of doubt, the Employment Business does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.

14.2. Temporary Workers supplied by the Employment Business are engaged under contracts for services. They are not the employees of the Employment Business but are deemed to be under the supervision, direction and control of the Client from the time they report to take up duties and for the duration of the Assignment. The Client agrees to be responsible for all acts, errors or omissions of the Temporary Worker, whether wilful, negligent or otherwise as though the Temporary Worker was on the payroll of the Client.

14.3. The Client shall advise the Employment Business of any special health and safety matters about which the Employment Business is required to inform the Temporary Worker and about any requirements imposed by law or by any professional body, which must be satisfied if the Temporary Worker is to fill the Assignment. The Client will also comply in all respects with all statutory provisions as are in force from time to time including, for the avoidance of doubt, but not limited to the Working Time Regulations 1998 (as amended), Health and Safety At Work etc. Act 1974, the Management of Health and Safety at Work Regulations 1999, by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the Client’s own staff (excluding the matters specifically mentioned in clause 7 above), including in particular the provision of adequate Employer’s and Public Liability Insurance cover for the Temporary Worker during all Assignments.

14.4. The Client undertakes not to request the supply of a Temporary Worker to perform the duties normally performed by a worker who is taking part in official industrial action or duties normally performed by a worker who has been transferred by the Client to perform the duties of a person on strike or taking official industrial action.

14.5. The Client shall indemnify and keep indemnified the Employment Business against any costs, claims, damages, expenses or liabilities incurred by the Employment Business arising out of any Assignment or arising out of any non-compliance with, and/or as a result of any breach of, these Terms by the Client.

14.6. The Client undertakes that it knows of no reason why it would be detrimental to the interests of the Temporary Worker for the Temporary Worker to fill the Assignment.

15. NOTICES

All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.

16. SEVERABILITY

If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining Terms, which shall continue to be valid to the fullest extent permitted by applicable laws.

17. GOVERNING LAW AND JURISDICTION

These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.

2. TERMS OF BUSINESS WITH A CLIENT FOR THE SUPPLY OF EMPLOYEES ENGAGED UNDER PBA CONTRACTS

IMPORTANT NOTICE:

IT IS IMPORTANT THAT YOU READ THE FOLLOWING TERMS OF BUSINESS BECAUSE THEY FORM THE BASIS OF YOUR CONTRACT WITH US. YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 14 (WHICH CONTAINS DETAILS OF EACH PARTY’S LIABILITY TO THE OTHER)

WE WOULD ASK YOU TO SIGN AND RETURN A COPY OF THESE TERMS OF BUSINESS TO INDICATE YOUR AGREEMENT TO THEM. IF WE DO NOT RECEIVE A SIGNED COPY, YOU WILL STILL BE BOUND BY THE TERMS IF, FOLLOWING RECEIPT, YOU CONTINUE TO ACT IN SUCH A WAY AS WE COULD REASONABLY INTERPRET THAT THESE TERMS ARE ACCEPTED BY YOU (SEE CLAUSE 2.1 FOR MORE DETAILS ON DEEMED ACCEPTANCE OF THIS CONTRACT BY YOU).

1. DEFINITIONS AND INTERPRETATION

1.1. In these Terms the following definitions apply:

“Agency Worker” means the individual who is Introduced by the Employment Business to provide services to the Hirer;

“Agency Workers Regulations” means the Agency Workers Regulations 2010;

“Assignment” means assignment services to be performed by the Agency Worker for the Hirer for a period of time during which the Agency Worker is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;

“Assignment Details Form” means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;

“AWR Claim” means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;

“Calendar Week” means any period of seven days starting with the same day as the first day of the First Assignment;

“Charges” means the hourly charges of the Employment Business calculated in accordance with clause 6.1 and as may be varied from time to time in accordance with these Terms;

“Comparable Employee” means as defined in Schedule 1 to these Terms;

“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;

“Confidential Information” means any and all confidential commercial, financial, marketing, technical or other information or data of whatever nature relating to the Hirer or Employment Business or their business or affairs (including but not limited to these Terms, data, records, reports, agreements, software, programs, specifications, know-how, trade secrets and other information concerning the Assignment) in any form or medium whether disclosed or granted access to whether in writing, orally or by any other means, provided to the Agency Worker or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;

“Control” means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;

“Data Protection Laws” means the Data Protection Act 1998, any applicable statutory or regulatory provisions and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data;

“Employment Business” Rapier Employment Ltd Limited (registered company no. 02374214 trading as Rapier Employment Ltd of Tannery Court, Stratton Way, Abingdon, Oxfordshire, OX14 5TS.

“Engagement” means the engagement, employment or use of the Agency Worker by the Hirer or any third party to whom the Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Agency Worker is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;

“First Assignment” means:

(a) the relevant Assignment; or

(b) if, prior to the relevant Assignment:

(i) the Agency Worker has worked in any assignment in the same role with the relevant Hirer as the role in which the Agency Worker works in the relevant Assignment; and

(ii) the relevant Qualifying Period commenced in any such assignment, that assignment (an assignment being (for the purpose of this defined term) a period of time during which the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Hirer to work temporarily for and under the supervision and direction of the relevant Hirer);

“Hirer” means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker is Introduced;

“Hirer's Group” means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;

“Introduction” means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Agency Worker; or (ii) the Hirer’s interview of the Agency Worker (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply a temporary worker; or (iii) the supply of the Agency Worker; and, in any case, which leads to an Engagement of the temporary worker or the Agency Worker; and “Introduced” and "Introducing" shall be construed accordingly;

“Losses” means all losses, liabilities, damages, costs, expenses whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands;

“Period of Extended Hire” means any additional period that the Hirer wishes the Agency Worker to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;

“Qualifying Period” means 12 continuous Calendar Weeks during the whole or part of which the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Hirer to work temporarily for and under the supervision and direction of the relevant Hirer in the same role, and as further defined in Schedule 1 to these Terms;

“Relevant Period” means (a) the period of 8 weeks commencing on the day after the last day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the first day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;

“Relevant Terms and Conditions” means terms and conditions relating to:

(a) the duration of working time;

(b) night work;

(c) rest periods;

(d) rest breaks; and

(e) annual leave

that are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;

“Remuneration” includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker for services provided to or on behalf of the Hirer or any third party.

“Temporary Work Agency” means as defined in Schedule 1 to these Terms;

“Terms” means these terms of business (including the attached schedules) together with any applicable Assignment Details Form;

“Transfer Fee” means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;

“Vulnerable Person” means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and

“Working Time Regulations” means the Working Time Regulations 1998.

1.2. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.

1.3. The headings contained in these Terms are for convenience only and do not affect their interpretation.

1.4 Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of these Terms) and all subordinate legislation made (before or after these Terms) under it from time to time.

2. THE CONTRACT

2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Agency Worker’s services by the Employment Business to the Hirer and are deemed to be accepted by the Hirer by virtue of its request for, interview with or Engagement of the Agency Worker, or the passing of any information by the Hirer about an Agency Worker to any third party following an Introduction.

2.2. These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.

2.3. Subject to clause 6.2, no variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a director of the Employment Business and the Hirer and are set out in writing and a copy of the varied Terms is given to the Hirer stating the date on or after which such varied Terms shall apply.

2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when Introducing Agency Workers for Assignments with the Hirer.

3. HIRER OBLIGATIONS

3.1. To enable the Employment Business to comply with its obligations under the Conduct Regulations the Hirer undertakes to provide to the Employment Business details of the position which the Hirer seeks to fill, including the following:

3.1.1. the type of work that the Agency Worker would be required to do;

3.1.2. the location and hours of work;

3.1.3. the experience, training, qualifications and any authorisation which the Hirer considers necessary or which are required by law or any professional body for the Agency Worker to possess in order to work in the position;

3.1.4. any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;

3.1.5. the date the Hirer requires the Agency Worker to commence the Assignment; and

3.1.6. the duration or likely duration of the Assignment.

3.2. The Hirer will assist the Employment Business in complying with the Employment Business’ duties under the Working Time Regulations by supplying any relevant information about the Assignment requested by the Employment Business and the Hirer will not do anything to cause the Employment Business to be in breach of its obligations under those Regulations. If the Hirer requires the services of an Agency Worker for more than 48 hours in any week during the course of an Assignment, the Hirer must notify the Employment Business of this requirement before the commencement of the Assignment or at the very latest, where this is not reasonably practicable, before the commencement of the week in which the Hirer requires the Agency Worker to work in excess of 48 hours.

3.3. The Hirer will comply with its obligations under Regulations 12 (Rights of agency workers in relation to access to collective facilities and amenities) and 13 (Rights of agency workers in relation to access to employment) of the Agency Workers Regulations.

3.4. To enable the Employment Business to comply with its obligations under the Agency Workers Regulations, the Hirer undertakes as soon as possible prior to the commencement of each Assignment and during each Assignment (as appropriate) and at any time at the Employment Business' request:

3.4.1. to inform the Employment Business of any Calendar Weeks since 1 October 2011 in which the relevant Agency Worker has worked in the same or a similar role with the Hirer via any third party prior to the date of commencement of the relevant Assignment and/or during the relevant Assignment which count or may count towards the Qualifying Period;

3.4.2. if, since 1 October 2011, the Agency Worker has worked in the same or a similar role with the Hirer via any third party prior to the date of commencement of the relevant Assignment and/or works in the same or a similar role with the Hirer via any third party during the relevant Assignment, to provide the Employment Business with all the details of such work, including (without limitation) details of where, when and the period(s) during which such work was undertaken and any other details requested by the Employment Business;

3.4.3. to inform the Employment Business if, since 1 October 2011, the Agency Worker has prior to the date of commencement of the relevant Assignment and/or during the relevant Assignment:

3.4.3.1. completed 2 or more assignments with the Hirer;

3.4.3.2. completed at least 1 assignment with the Hirer and 1 or more earlier assignments with any member of the Hirer's Group; and/or

3.4.3.3. worked in more than 2 roles during an assignment with the Hirer and on at least two occasions worked in a role that was not the same role as the previous role;

3.4.4. save where the Agency Worker will not complete the Qualifying Period during the term of the Assignment, to:

3.4.4.1. provide the Employment Business with written details of the basic working and employment conditions the Agency Worker would be entitled to for doing the same job if the Agency Worker had been recruited directly by the Hirer as an employee or worker at the time the Qualifying Period commenced or with those of a Comparable Employee, such basic working and employment conditions being the Relevant Terms and Conditions;

3.4.4.2. inform the Employment Business in writing whether the Relevant Terms and Conditions provided are those of a hypothetical directly recruited employee or worker or those of a Comparable Employee;

3.4.4.3. if the Relevant Terms and Conditions provided are those of a Comparable Employee, provide the Employment Business with a written explanation of the basis on which the Hirer considers that the relevant individual is a Comparable Employee; and

3.4.4.4. inform the Employment Business in writing of any variations in the Relevant Terms and Conditions made at any time during the relevant Assignment after the Qualifying Period commenced.

3.5. The Hirer will comply with all the Employment Business' requests for information and any other requirements to enable the Employment Business to comply with the Agency Workers Regulations.

3.6. The Hirer warrants that:

3.6.1. all information and documentation supplied to the Employment Business in accordance with clauses 3.4 and 3.5 is complete, accurate and up-to-date; and

3.6.2. it will, during the term of the relevant Assignment, immediately inform the Employment Business in writing of any subsequent change in any information or documentation provided in accordance with clauses 3.4 and 3.5.

3.7. Without prejudice to clauses 14.7 and 14.8, the Hirer shall inform the Employment Business in writing of any:

3.7.1. oral or written complaint the Agency Worker makes to the Hirer which is or may be a complaint connected with rights under the Agency Workers Regulations; and

3.7.2. written request for information relating to the Relevant Terms and Conditions that the Hirer receives from the Agency Worker as soon as possible but no later than 7 calendar days from the day on which any such oral complaint is made to or written complaint or request is received by the Hirer and the Hirer will take such action and give such information and assistance as the Employment Business may request, and within any timeframe requested by the Employment Business, in order to resolve any such complaint or to provide any such information in a written statement to the Agency Worker within 28 days of the Hirer's receipt of such a request in accordance with Regulation 16 of the Agency Workers Regulations and the Hirer will provide the Employment Business with a copy of any such written statement.

3.8. The Hirer undertakes that it knows of no reason why it would be detrimental to the interests of the Agency Worker for the Agency Worker to fill the Assignment.

4. INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER

4.1. When Introducing an Agency Worker to the Hirer the Employment Business shall inform the Hirer:

4.1.1. of the identity of the Agency Worker;

4.1.2. that the Agency Worker has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment;

4.1.3. that the Agency Worker is willing to work in the Assignment; and

4.1.4. the Charges.

4.2. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any Public or Bank Holiday) following, save where the Agency Worker is Introduced for an Assignment in the same position as one in which the Agency Worker had previously been supplied within the previous 5 business days and such information has already been given to the Hirer, unless the Hirer requests that the information be resubmitted.

5. TIMESHEETS

5.1. At the end of each week of an Assignment (or at the end of the Assignment where it is for a period of 1 week or less) the Hirer shall sign the Employment Business’ timesheet verifying the number of hours worked by the Agency Worker during that week.

5.2. Signature of the timesheet by the Hirer is confirmation of the number of hours worked. If the Hirer is unable to sign a timesheet produced for authentication by the Agency Worker because the Hirer disputes the hours claimed, the Hirer shall inform the Employment Business as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with the Employment Business to enable the Employment Business to establish what hours, if any, were worked by the Agency Worker. Failure to sign the timesheet does not absolve the Hirer of its obligation to pay the Charges in respect of the hours worked.

5.3. The Hirer shall not be entitled to decline to sign a timesheet on the basis that it is dissatisfied with the work performed by the Agency Worker. In the event that the Hirer is dissatisfied with the Agency Worker the provisions of clause 10.1 below shall apply.

6. CHARGES

6.1. The Hirer agrees to pay the Charges as notified to and agreed with the Hirer. The Charges are calculated according to the number of hours worked by the Agency Worker (to the nearest quarter hour) and comprise the following:

6.1.1. the Agency Worker’s hourly rate of pay;

6.1.2. an amount to cover any additional payments that the Employment Business is required to pay to the agency worker during periods which the Agency Worker is available for work but is not required to carry out an Assignment with the Hirer and during;

6.1.3. an amount equal to any paid holiday leave to which the Agency Worker is entitled under the Working Time Regulations and which is accrued during the course of an Assignment;

6.1.4. employer’s National Insurance contributions;

6.1.5. any travel, hotel or other expenses as may have been agreed with the Hirer or, if there is no such agreement, such expenses as are reasonable; and

6.1.6. the Employment Business’ commission, which is calculated as a percentage of the Agency Worker’s hourly rate.

6.2. The Employment Business reserves the right to vary the Charges agreed with the Hirer, by giving written notice to the Hirer:

6.2.1. in order to comply with any additional liability imposed by statute or other legal requirement or entitlement, including but not limited to the Agency Workers Regulations; and/or

6.2.2. if there is any variation in the Relevant Terms and Conditions.

6.3. The Charges are invoiced to the Hirer on a weekly basis and are payable within 30 days. VAT is payable at the applicable rate on the entirety of the Charges.

6.4. The Employment Business reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.

6.5. No refunds are payable in respect of the Charges.

6.6. The Hirer’s obligations under this clause 6 shall be performed without any right of the Hirer to invoke set-off, deductions, withholdings or other similar rights.

7. PAYMENT OF THE AGENCY WORKER

The Employment Business assumes responsibility for paying the Agency Worker and for the deduction and payment of National Insurance Contributions and PAYE Income Tax.

8. TRANSFER FEES

8.1. The Client shall be liable to pay a Transfer Fee if the Client Engages a Temporary Worker Introduced by the Employment Business, either directly or through another employment business, or introduces the Temporary Worker to a third party and such introduction results in an Engagement of the Temporary Worker by the third party and where the Temporary Worker has been supplied by the Employment Business, such Engagement takes place during the Assignment or within the Relevant Period.

8.1.1. All transfers of Temporary Workers introduced by the Employment Business are subject to a minimum of 5 working days notice and will in all cases be effective on a Sunday being the first transfer day.

8.1.2. Transfer fees and service criteria applicable to transfers of are detailed as follows:

8.1.2.1. Where the temporary worker has completed (within the Assignment) Zero to 150 hours (Equal to 4 weeks x 37.5 hours per week) a charge of 10% of the temporary workers annual wage will apply

8.1.2.2. Where the temporary worker has completed (within the Assignment) 151 to 300 hours (Equal to 8 weeks x 37.5 hours per week) a charge of 5% of the temporary workers annual wage will apply

8.1.2.3. 301 to 450 hours (Equal to 12 weeks x 37.5 hours per week) a charge of 2.5% of the temporary workers annual wage will apply

8.1.2.4.Where the temporary worker has completed (within the Assignment)  Temporary workers that have provided the Employment Business with in excess of 450 hours may be transferred directly to the Client without further charge being incurred

8.1.2.5. If the client wishes to engage a Temporary worker that exceeds 450 hours but through another 3rd Party or employment business, the client will be subject to a fee of £50.

8.2. VAT is payable in addition to any fee due.

8.3. The Transfer Fee will not be payable if the Client gives written notice to the Employment business that it intends to hire or continue the hire of the Temporary Worker for a Period of Extended Hire of not less than [three] months before it Engages the Temporary Worker other than through the Employment Business.

8.4. Where the client decides (in accordance with clause 8.3) to have the Temporary Worker supplied by the Employment Business for the Period of Extended Hire:

(a) the hourly charges payable by the Client during the Preiod of Extended Hire shall be those applicable immediately before the Employment Business received the Client's notice of election;

(b) at the end of the Period of Extended Hire, the Client may engage the Temporary Worker without paying the Transfer Fee; and

(c) if the Client chooses a Period of Extended Hire, but engages the Temporary Worker before the end of the Period of Extended Hire, the Transfer Fee may be charged by the Employment Business, rediced proportionately to reflect the amount of the Period of Extended Hire paid for by the Client.

9. SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS

9.1. Where:

9.1.1. the Agency Worker is required by law, or any professional body to have any qualifications or authorisations to work on the Assignment or where the Assignment involves working with, caring for or attending one or more Vulnerable Persons the Employment Business will take all reasonably practicable steps to obtain and offer to provide to the Hirer copies of any relevant qualifications or authorisations of the Agency Worker; and

9.1.2. the Assignment involves working with, caring for or attending one or more Vulnerable Persons, the Employment Business will in addition take all reasonably practicable steps to obtain and offer to provide copies to the Hirer of two references from persons who are not relatives of the Agency Worker and who have agreed that the references they provide may be disclosed to the Hirer;

and such other reasonably practicable steps as are required to confirm that the Agency Worker is suitable for the Assignment. If the Employment Business has taken all reasonably practicable steps to obtain the information above and has been unable to do so fully it shall inform the Hirer of the steps it has taken to obtain this information in any event.

9.2. The Hirer shall advise the Employment Business at the time of instructing the Employment Business to supply a Agency Worker whether during the course of the Assignment, the Agency Worker will be required to work with, care for or attend one or more Vulnerable Persons or engage in activity or otherwise be working in a position covered by the Safeguarding Vulnerable Groups Act 2006 or the Protecting Vulnerable Groups (Scotland) Act 2007 as applicable.

9.3. The Hirer shall assist the Employment Business by providing any information required to allow the Employment Business to comply with its statutory obligations under the Safeguarding Vulnerable Groups Act 2006 or the Protecting Vulnerable Groups (Scotland) Act 2007 and to allow the Employment Business to select a suitable Agency Worker for the Assignment.

9.4. In particular in the event that the Hirer removes a Agency Worker from an Assignment in circumstances which would require the Employment Business to provide information to the Independent Safeguarding Authority (or equivalent authority) under the Safeguarding Vulnerable Groups Act 2006 or the Protecting Vulnerable Groups (Scotland) Act 2007 as applicable, the Hirer will provide sufficient information to the Employment Business to allow it to discharge its statutory obligations.

10. UNSUITABILITY OF THE AGENCY WORKER

10.1. The Hirer undertakes to supervise the Agency Worker sufficiently to ensure the Hirer’s satisfaction with the Agency Worker’s standards of work. If the Hirer reasonably considers that the services of the Agency Worker are unsatisfactory, the Hirer may terminate the Assignment either by instructing the Agency Worker to leave the Assignment immediately, or by directing the Employment Business to remove the Agency Worker. The Employment Business may, in its absolute discretion, in such circumstances, reduce or cancel the Charges for the time worked by that Agency Worker, provided that the Hirer has notified the Employment Business immediately that they have asked the Agency Worker to leave the Assignment or the Assignment terminates:

10.1.1. within 4 hours of the Agency Worker commencing the Assignment where the Assignment is for more than 7 hours; or

10.1.2. within 2 hours for Assignments of 7 hours or less;

and provided that notification of the unsuitability of the Agency Worker is confirmed in writing to the Employment Business within 48 hours of the termination of the Assignment.

10.2. The Employment Business shall notify the Hirer immediately if it receives or otherwise obtains information which gives the Employment Business reasonable grounds to believe that any Agency Worker supplied to the Hirer is unsuitable for the Assignment and shall be entitled to terminate the Assignment forthwith without prior notice and without liability. Notwithstanding, the Hirer shall remain liable for all such Charges incurred prior to the termination of the Assignment.

10.3. The Hirer shall notify the Employment Business immediately and without delay and in any event within 2 hours if the Agency Worker fails to attend work or has notified the Hirer that they are unable to attend work for any reason.

11. TERMINATION OF THE ASSIGNMENT

Any of the Hirer, the Employment Business or the Agency Worker may terminate an Assignment at any time without prior notice and without liability (except in the case of termination by the Hirer, who shall be liable for any Charges due under clause 6 above).

12. CONFIDENTIALITY AND DATA PROTECTION

12.1. All information relating to an Agency Worker is confidential and subject to the Data Protection Laws and is provided solely for the purpose of providing work-finding services to the Hirer. Such information must not be used for any other purpose nor divulged to any third party and the Hirer undertakes to abide by the provisions of the Data Protection Laws in receiving and processing the data at all times.

12.2. The Employment Business undertakes to keep confidential all Relevant Terms and Conditions that the Hirer discloses to the Employment Business and not to use such information except for the purposes of compliance with the Agency Workers Regulations (including, for the avoidance of doubt and without limitation, when dealing with any request for information or complaint made by any Agency Worker or any AWR Claim).

12.3. Information relating to the Employment Business’ business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.

13. INTELLECTUAL PROPERTY RIGHTS

All copyright, trademarks, patents and other intellectual property rights deriving from the Assignment shall belong to the Hirer. Accordingly the Employment Business shall use its reasonable endeavours to ensure that the Agency Worker shall execute all such documents and do all such acts in order to give effect to the Hirer’s rights pursuant to this clause.

14. LIABILITY

14.1. Whilst reasonable efforts are made by the Employment Business to give satisfaction to the Hirer by ensuring reasonable standards of skill, integrity and reliability from the Agency Worker and to provide the same in accordance with the Assignment Details Form as provided by the Hirer no liability is accepted by the Employment Business for any loss, expense, damage or delay arising from any failure to provide any Agency Worker for all or part of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Agency Worker or if the Agency Worker terminates the Assignment for any reason. For the avoidance of doubt, the Employment Business does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.

14.2. Agency Workers supplied by the Employment Business pursuant to these Terms are engaged under contracts of service. They are the employees of the Employment Business but are deemed to be under the supervision and direction of the Hirer from the time they report to take up duties and for the duration of the Assignment. The Hirer agrees to be responsible for all acts, errors or omissions of the Agency Worker, whether wilful, negligent or otherwise as though the Agency Worker was on the payroll of the Hirer.

14.3. The Hirer shall advise the Employment Business of any special health and safety matters about which the Employment Business is required to inform the Agency Worker and about any requirements imposed by law or by any professional body, which must be satisfied if the Agency Worker is to fill the Assignment.

14.4. The Hirer will also comply in all respects with all statutory provisions as are in force from time to time including, for the avoidance of doubt, but not limited to the Working Time Regulations, Health and Safety At Work etc. Act 1974, the Management of Health and Safety at Work Regulations 1999, by-laws, codes of practice and legal requirements to which the Hirer is ordinarily subject in respect of the Hirer’s own staff (excluding the matters specifically mentioned in clause 7 above), including in particular the provision of adequate Employer’s and Public Liability Insurance cover for the Agency Worker during all Assignments.

14.5. The Hirer undertakes not to request the supply of an Agency Worker to perform the duties normally performed by a worker who is taking part in official industrial action or duties normally performed by a worker who has been transferred by the Hirer to perform the duties of a person on strike or taking official industrial action.

14.6. The Hirer shall indemnify and keep indemnified the Employment Business against any Losses incurred by the Employment Business arising out of any Assignment or arising out of any non-compliance with, and/or as a result of any breach of, these Terms by the Hirer.

14.7. The Hirer shall inform the Employment Business in writing of any AWR Claim which comes to the notice of the Hirer as soon possible but no later than 7 (seven) calendar days from the day on which any such Agency Worker AWR Claim comes to the notice of the Hirer.

14.8. If the Agency Worker brings, or threatens to bring, any AWR Claim, the Hirer will take such action and give such information and assistance as the Employment Business may request, and within any timeframe requested by the Employment Business and at the Hirer's own cost, to avoid, dispute, resist, mitigate, compromise or defend any such AWR Claim and to appeal against any judgment given in respect thereof.

15. NOTICES

All notices which are required to be given in accordance with these Terms shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.

16. SEVERABILITY

If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining Terms, which shall continue to be valid to the fullest extent permitted by applicable laws.

17. GOVERNING LAW AND JURISDICTION

These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.



SCHEDULE 1: "COMPARABLE EMPLOYEE", "QUALIFYING PERIOD" AND "TEMPORARY WORK AGENCY"

"Comparable Employee" means as defined in Regulation 5(4) of the Agency Workers Regulations being an employee of the Hirer who:

(a) works for and under the supervision of the Hirer and is engaged in the same or broadly similar work as the Agency Worker having regard, where relevant, to whether the employee and the Agency Worker have a similar level of qualification and skill; and

(b) works or is based at the same establishment as the Agency Worker or, where there is no comparable employee working or based at that establishment who satisfies the requirements of (a) above, works or is based at a different establishment and satisfies those requirements.

For the purpose of the definition of "Qualifying Period" in clause 1.1 of these Terms, when calculating whether any weeks completed with the Hirer count as continuous towards the Qualifying Period, where:

(a) the Agency Worker has started working during an assignment and there is a break, either between assignments or during an assignment, when the Agency Worker is not working;

(b) the break is:

for any reason and not more than six Calendar Weeks;

(i) wholly due to the fact that the Agency Worker is incapable of working in consequence of sickness or injury and the break is 28 Calendar Weeks or less; paragraph (iii) does not apply; and, if required to do so by the Employment Business, the Agency Worker has provided such written medical evidence as may reasonably be required;

(ii) related to pregnancy, childbirth or maternity and is at a time in a protected period, being a period beginning at the start of the pregnancy and ending at the end of the 26 weeks beginning with childbirth (being the birth of a living child or the birth of a child whether living or dead after 24 weeks of pregnancy) or, if earlier, when the Agency Worker returns to work;

(iii) wholly for the purpose of taking time off or leave, whether statutory or contractual, to which the Agency Worker is otherwise entitled which is:

i. ordinary, compulsory or additional maternity leave;

ii. ordinary or additional adoption leave;

iii. ordinary or additional paternity leave;

iv. time off or other leave not listed in paragraphs (iv)i, ii, or iii above; or

v. for more than one of the reasons listed in paragraphs (iv)i, ii, iii to iv above;

(iv) wholly due to the fact that the Agency Worker is required to attend at any place in pursuance to being summoned for service as a juror and the break is 28 Calendar Weeks or less;

(v) wholly due to a temporary cessation in the Hirer's requirement for any worker to be present at the establishment and work in a particular role for a pre-determined period of time according to the established custom and practices of the Hirer;

(vi) wholly due to a strike, lock-out or other industrial action at the Hirer's establishment; or

(vii) wholly due to more than one of the reasons listed in paragraphs (ii), (iii), (iv), (v), (vi) or (vii); and

(c) the Agency Worker returns to work in the same role with the Hirer, any weeks during which the Agency Worker worked for the Hirer before the break shall be carried forward and treated as counting towards the Qualifying Period with any weeks during which the Agency Worker works for the Hirer after the break. In addition, when calculating the number of weeks during which the Agency Worker has worked, where the Agency Worker has started working in a role during an Assignment and is unable to continue working for a reason described in paragraph (b)(iii) or (b)(iv)i., ii, or iii., for the period that is covered by one or more such reasons, the Agency Worker shall be deemed to be working in that role with the Hirer for the original intended duration or likely duration of the relevant Assignment, whichever is the longer. For the avoidance of doubt, time spent by the Agency Worker working during an assignment before 1 October 2011 does not count for the purposes of the definition of "Qualifying Period".

"Temporary Work Agency" means as defined in Regulation 4 of the Agency Workers Regulations being a person engaged in the economic activity, public or private, whether or not operating for profit, and whether or not carrying on such activity in conjunction with others, of:

(a) supplying individuals to work temporarily for and under the supervision and direction of hirers; or

(b) paying for, or receiving or forwarding payment for, the services of individuals who are supplied to work temporarily for and under the supervision and direction of hirers.

Notwithstanding paragraph (b) of this definition a person is not a Temporary Work Agency if the person is engaged in the economic activity of paying for, or receiving or forwarding payments for, the services of individuals regardless of whether the individuals are supplied to work for hirers. For the purpose of this definition, a "hirer" means a person engaged in economic activity, public or private, whether or not operating for profit, to whom individuals are supplied, to work temporarily for and under the supervision and direction of that person.

3. TERMS OF BUSINESS WITH THE CLIENT FOR THE SUPPLY OF A SELF-EMPLOYED CONSULTANCY

IMPORTANT NOTICE:

IT IS IMPORTANT THAT YOU READ THE FOLLOWING TERMS OF BUSINESS BECAUSE THEY FORM THE BASIS OF YOUR CONTRACT WITH US. YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 11 (WHICH CONTAINS DETAILS OF EACH PARTY’S LIABILITY TO THE OTHER)

WE WOULD ASK YOU TO SIGN AND RETURN A COPY OF THESE TERMS OF BUSINESS TO INDICATE YOUR AGREEMENT TO THEM. IF WE DO NOT RECEIVE A SIGNED COPY, YOU WILL STILL BE BOUND BY THE TERMS IF, FOLLOWING RECEIPT, YOU CONTINUE TO ACT IN SUCH A WAY AS WE COULD REASONABLY INTERPRET THAT THESE TERMS ARE ACCEPTED BY YOU (SEE CLAUSE 2.1 FOR MORE DETAILS ON DEEMED ACCEPTANCE OF THIS CONTRACT BY YOU).

THE PARTIES

(1) Rapier Employment Limited (registered company no 02374214 of Tannery Court, Stratton Way, Abingdon, Oxfordshire, OX14 5TS) (“the Employment Business”).

(2) Client’s name Limited (registered company no. registered company number, trading as: of address (“the Client”) to whom the Consultancy is Introduced. For the avoidance of doubt the Client shall also include any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Consultancy is Introduced.

RECITALS

(A) The Employment Business carries on the business of sourcing and supplying consultancies to provide services to Clients of the Employment Business. The Client has instructed the Employment Business to supply a Consultancy to provide certain services, as specified in the attached schedules (“the Schedules”) (“the Consultancy Services”).

(B) The Employment Business will Introduce a Consultancy to the Client to provide the Consultancy Services to the Client on the terms and subject to the conditions of this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement the following definitions apply:

“Agency Workers Regulations” means the Agency Workers Regulations 2010

“Assignment” means the Consultancy Services to be performed by the Consultancy Staff for the Client for a period of time during which the Consultancy is supplied by the Employment Business to provide the Consultancy Services to the Client;

“Charges” means the charges as notified to the Client at the commencement of the Assignment and which may be varied by the Employment Business from time to time during the Assignment. The charges are comprised of the Consultancy Fees, the Employment Business' commission, and any travel, hotel or other disbursements as may have been agreed with the Client or, if there is no such agreement, such expenses as are reasonable;

“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003

“Consultancy” means the person, firm or corporate body Introduced to the Client by the Employment Business to carry out an Assignment (and, save where otherwise indicated, includes Consultancy Staff and any third party to whom the provision of the Consultancy Services is assigned or sub-contracted with the prior approval of the Client and any officer, employee, worker or representative of any such third party);

“Consultancy Fees” means the fees payable to the Consultancy for the provision of the Consultancy Services;

“Consultancy Staff” means any officer, employee, worker or representative of the Consultancy supplied to provide the Consultancy Services (and, save where otherwise indicated, includes any officer, employee, worker or representative of any third party to whom the provision of the Consultancy Services is assigned or sub-contracted with the prior approval of the Client);

“Data Protection Laws” means the Data Protection Act 1998, any applicable statutory or regulatory provisions and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data;

“Engagement” means the engagement, employment or use of the Consultancy’s services or the services of any Consultancy Staff, by the Client or by any third party to whom the Consultancy and/or any Consultancy Staff have been introduced by the Client, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, an agency, licence, franchise or partnership arrangement, or any other engagement or through another employment business; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;

“Introduction” means (i) the passing to the Client of a curriculum vitæ or information which identifies the Consultancy or Consultancy Staff or (ii) the Client’s interview of a Consultancy or Consultancy Staff (in person, by telephone or by any other means), following the Client’s instruction to the Employment Business to supply a consultancy; or (iii) the supply of a Consultancy; and, in any case, which leads to an Engagement of that Consultancy or Consultancy Staff; and “Introduces” shall be construed accordingly;

“Introduction Fee” means the fee payable by the Client in accordance with clause 7;

“Losses” means all losses, liabilities, damages, costs, expenses whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands;

“Remuneration” includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments taxable, (and, where applicable, non-taxable) payable to or receivable by the Consultancy or the Consultancy Staff for services rendered to or on behalf of the Client. Where a company car is provided, a notional amount £50 will be added to the sums paid to the Consultancy in order to calculate the Employment Business’ fee.

1.2. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.

1.3. The headings contained in this Agreement are for convenience only and do not affect their interpretation.

1.4. Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of this Agreement) and all subordinate legislation made (before or after this Agreement) under it from time to time.

2. THE CONTRACT

2.1. This Agreement together with the Schedules (“Agreement”) constitutes the contract between the Employment Business and the Client for the supply of the Consultancy Services by the Employment Business to the Client, and is deemed to be accepted by the Client by virtue of its request for, interview with, or Engagement of a Consultancy or the passing of any information about the Consultancy to any third party following an Introduction.

2.2. This Agreement contains the entire agreement between the Parties and unless otherwise agreed in writing by a director/partner/proprietor of the Employment Business shall prevail over any terms of business or purchase conditions (or similar) put forward by the Client.

2.3. Subject to clause 5.2 no variation or alteration to this Agreement shall be valid unless the details of such variation are agreed between a director/partner/proprietor of the Employment Business and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.

2.4. The Client acknowledges that the Consultancy may supply any of the Consultancy Staff to perform the Consultancy Services and where the Consultancy is unable to provide any part of the Consultancy Services for whatever reason the Consultancy shall be entitled to assign or sub-contract the performance of the Consultancy Services provided that the Employment Business and the Client are reasonably satisfied that the assignee or sub-contractor has the required skills, qualifications, resources and personnel to provide the Consultancy Services to the required standard and that the terms of any such assignment or sub-contract contain the same acknowledgements under and obligations imposed by the agreement between the Consultancy and the Employment Business. The Client shall not unreasonably withhold or delay any approval sought for the assignment or sub-contracting of the Consultancy Services.

2.5. The Client acknowledges that the Consultancy shall be permitted to determine how it will provide the Consultancy Services and will have the flexibility to determine the number of hours required and the times worked, to complete the Consultancy Services, subject to the Consultancy complying with any reasonable operational requirements of the Client. The Consultancy will be at liberty to determine the location at which it will provide the Consultancy Services, but where the Consultancy Services are undertaken at the Client’s site, the Consultancy will comply with any reasonable requirements relating to working hours, and any other operational requirements in relation to the Client’s site.

3. INFORMATION TO BE PROVIDED

Prior to the commencement of the Assignment, or if this is not practical, upon commencement of the Assignment, the Employment Business will send to the Client the information set out in Schedule 1.

4. VERIFICATION OF EXECUTION OF THE CONSULTANCY SERVICES

4.1. At the end of each week of the Assignment (or at the end of the Assignment where the Assignment is for a period of less than 1 week or is completed or finished before the end of a week the Client shall verify the execution of the Consultancy Services by signature of a form provided to the Client for this purpose.

4.2. Verification by the Client of the execution of the Consultancy Services constitutes acceptance by the Client that the Consultancy Services have been provided satisfactorily and in accordance with this Agreement. Failure to verify execution in writing does not affect the Client’s obligation to pay the Charges in respect of the work done. In the event that the Client is dissatisfied with the work performed by the Contractor the provisions of clause 8 below shall apply.

5. CHARGES

5.1. The Client agrees to pay the Charges. VAT is payable at the applicable rate on the entirety of the Charges.

5.2. The Employment Business reserves the right to vary the Charges agreed with the Client, by giving written notice to the Client, in order to comply with any additional liability imposed by statute or other legal requirement or entitlement.

5.3. The Charges are invoiced to the Client on a weekly basis and are payable within 14 days.

5.4. The Employment Business reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.

5.5. The Client’s obligations under this clause 5 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.

6. PAYING THE CONSULTANCY

The Employment Business is responsible for paying the Consultancy Fees.

7. INTRODUCTION FEES

7.1. The Client shall be liable to pay the Employment Business an Introduction Fee where the Employment Business Introduces the Consultancy to the Client and:

7.1.1. the Client Engages the Consultancy or any Consultancy Staff other than through the Employment Business within a period of 3 months from the termination of the Assignment in respect of which the Consultancy or Consultancy Staff was supplied, or if there was no supply, within 3 months of the Introduction of the Consultancy by the Employment Business to the Client; or

7.1.2. where the Client introduces the Consultancy to a third party and such introduction results in an Engagement of the Consultancy or any Consultancy Staff by the third party other than through the Employment Business within 3 months from the date of the introduction by the Client to the third party.

7.2. The Introduction Fee will be calculated in accordance with the scale of fees for permanent introductions.

7.3. No refund of the Introduction Fee will be paid in the event that the Engagement subsequently terminates.

7.4. VAT is payable in addition to any Introduction Fee due.

7.5. The Introduction Fee will not be payable if the Client gives written notice to the Employment Business that it intends to hire or continue the hire of the Consultancy (or Consultancy Staff) for a further period of [three] months (Extended Hire) before it Engages the Consultancy (or Consultancy Staff) other than through the Employment Business.

7.6.Where the Client decides (in accordance with clause 7.5) to have the Consultancy (or Consultancy Staff) supplied by the Employment Business for the Extended Hire:

(a) the Charges payable by the Client during the Extended Hire shall be those applicable immediately before the Employment Business received the Client's notice of election;

(b) at the end of the Extended Hire, the Client may Engage the Consultancy (or Consultancy Staff) without paying the Introduction Fee; and

(c) if the Client chooses an Extended Hire, but engages the Consultancy (or Consultancy Staff) before the end of the Extended Hire, the Introduction Fee may be charged by the Employment Business, reduced proportionately to reflect the amount of the Extended Hire paid for by the Client.


8. TERMINATION OF THE ASSIGNMENT

8.1. The Assignment will terminate when the Client confirms that the Consultancy Services have been completed.

8.2. Notwithstanding the provisions of clause 8.1 the Client may terminate the Assignment forthwith by notice in writing to the Employment Business where:

8.2.1. the Consultancy has acted in breach of any statutory or other reasonable rules and regulations applicable to them while providing the Consultancy Services; or

8.2.2. the Client reasonably believes that the Consultancy has not observed any condition of confidentiality applicable to the Consultancy from time to time; or

8.2.3. the Client reasonably considers that the Consultancy’s provision of the Consultancy Services is unsatisfactory.

8.3. The Employment Business may terminate an Assignment forthwith by notice in writing if:

8.3.1. the Client is in wilful or persistent breach of its obligations under this Agreement and where the breach is capable of being remedied, fails to remedy the breach within 7 days of receiving written notice from the Employment Business to do so; or

8.3.2. the Client fails to pay any amount which is due to the Employment Business in full and on the date that the payment falls due; or

8.3.3. the Client is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or

8.3.4. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Client; or

8.3.5. an order is made for the winding up of the Client, or where the Client passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation or amalgamation where the resulting entity will assume all the obligations of the other party under this Agreement); or

8.3.6. (where the Client is an individual) the Client dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

9. CONFIDENTIALITY AND DATA PROTECTION

All information relating to a Consultancy is confidential and where that information relates to an individual is also subject to the Data Protection Laws and is provided solely for the purpose of providing Consultancy Services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the Data Protection Laws in receiving and processing the data at all times. In addition information relating to the Employment Business' business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.

10. INTELLECTUAL PROPERTY RIGHTS

All copyright, trademarks, patents and other intellectual property rights deriving from the provision of the Consultancy Services by the Consultancy or any third party to whom the Consultancy Services are assigned or sub-contracted for the Client during the Assignment shall belong to the Client, save such rights as may be expressly owned or retained by the Consultancy and set out in Schedule 1 to this Agreement. Accordingly the Employment Business shall use its reasonable endeavours to ensure that the Consultancy shall (and any relevant member of the Consultancy Staff shall) execute all such documents and do all such acts in order to give effect to the Client’s rights pursuant to this clause.

11. LIABILITY

11.1. Whilst reasonable efforts are made by the Employment Business to give satisfaction to the Client by ensuring reasonable standards of skills, integrity and reliability from the Consultancy and to provide the same in accordance with the Assignment details as provided by the Client, no liability is accepted by the Employment Business for any Losses arising from the failure to provide a Consultancy for completion of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Consultancy or if the Consultancy terminates the Assignment for any reason. For the avoidance of doubt, the Employment Business does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.

11.2. For the avoidance of doubt, neither the Consultancy nor the Consultancy Staff are under the supervision, direction or control of the Employment Business or the Client, the Client does not have the right to supervise, direct and control the Consultancy or the Consultancy Staff and no member of the Consultancy Staff is an agency worker as defined under the Agency Workers Regulations.

11.3. The Client shall advise the Employment Business of any special health and safety matters about which the Employment Business is required to inform the Consultancy and about any requirements imposed by law or by any professional body, which must be satisfied if the Consultancy is to fill the Assignment. The Client will comply in all respects with all relevant statutes, by-laws, codes of practice and legal requirements including the provision of adequate public liability insurance in respect of the Consultancy.

11.4. The Client shall indemnify and keep indemnified the Employment Business against any Losses incurred by the Employment Business arising out of any Assignment or arising out of any non-compliance with and/or as a result of any breach of this Agreement by the Client.

12. NOTICES

All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.

13. SEVERABILITY

If any of the provisions of this Agreement shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining provisions, which shall continue to be valid to the fullest extent permitted by applicable laws.

14. RIGHTS OF THIRD PARTIES

None of the provisions of this Agreement are intended to be for the benefit of or enforceable by third parties and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

15. GOVERNING LAW AND JURISDICTION

This Agreement is governed by the law of England & Wales/Scotland/ Northern Ireland and is subject to the exclusive jurisdiction of the Courts of England & Wales/Scotland/ Northern Ireland
 

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