PART A - GENERAL
1. (a) These conditions are incorporated into the Agreement between the Company, acting as agent for the Client, and the Temporary Worker, for the provision by the Temporary Worker, to the Client of the Services described in the Schedule (“the Services”).
(b) The Company agrees to arrange for the supply of the Services by the Temporary Worker to the Client from the Commencement Date in
consideration of the payment of the fees to the Company on the terms set out below.
(c) The parties acknowledge that they are at all times subject to the terms of the Working Time Regulations 1998 and all other regulations amending or replacing the same from time to time, save as otherwise lawfully excepted herein.
2. (a) Part A of these conditions shall apply to the provision of all categories of staff. Part B applies to the provision of temporary staff. Part C applies to the provisions of permanent staff.
(b) In these conditions:-
(i) references to conditions are to these conditions:
(ii) references to the Schedule are to be set out within, or appended, to the Company’s confirmation of supply or any written amendment thereto notified to the Client:
(iii) references to persons shall include references to persons, firms or corporations:
(iv) references to the masculine gender shall include references to the feminine gender and vice versa and references to the singular number shall include references to the plural number and vice versa:
(v) Terms defined in the Schedule and used in these conditions shall have the meanings set out in the Schedule.
(c) The following expressions shall have the following meanings:-
(i) “Temporary Worker” shall mean the “Temporary Work-Seeker” (and where the “Work-Seeker” Temporary Worker is a firm or limited company;, shall include any officer, employee or representative thereof):
(ii) “The Group” or “Group Company” shall mean the Company or any holding or subsidiary company thereof (“holding company” and “subsidiary” having the meanings attributed thereto in Section 736 of the Companies Act 1985) or any subsidiary thereof or any other company which has a common majority equity shareholder with such company or the Company.
(iii) “Permanent Staff” shall mean persons employed for whatever period by a Client as a member of that Client’s staff.
(d) The Company may without the consent of the Client assign the rights and/or benefits under its agreement with the Client to any Group Company.
(e) Notices given pursuant to or in connection with the agreement shall be first verbally (where possible) and also in writing and; served by hand or by recorded delivery post to the addresses set out in the Schedule or such other address as may be notified and if delivered by hand service will take place on delivery and if serviced by post service will take place three days after posting. Communicated electronically or via post. Notice periods will commence as set out in schedule.
3. (a) Whilst every effort is made by the Company to give satisfaction to the Client by ensuring reasonable standards of skill, integrity and reliability from any Temporary Worker supplied by the Company, and further to provide any such Temporary Worker in accordance with the assignment requirements of the Client, the Company shall not be liable to the Client in any manner whatsoever for any loss, damage, cost or expense incurred by the Client or otherwise arising in connection with any act, omission, default or neglect on the part of any Temporary Worker or any other person providing services and/or the provision of Temporary Workers to the Client providing Services for the Client.
(b) The Company shall also not be liable under any circumstances for any loss, damage or expense suffered or incurred by any Client arising from or in any way connected with the supply by the Company to the Client of any person or the use by the Client of the services of any person supplied by the Company, any unsatisfactory work or service carried out by the Temporary Worker or any failure by the Company to supply any person for any part of any period requested by the Company or from or in any way connected with the Company seeking an applicant for the Client or the introduction by the Company to the Client of any applicant or the engagement of any applicant by the Client.
(c) Acceptance by or on behalf of the Client of the services of any person supplied by the Company shall be deemed acceptance of agreement to these conditions but without prejudice to the fact that any prior acceptance may have already occurred.
(d) No variation in these terms and conditions shall be binding on the Company unless agreed in writing by a Director of the Company.
(e) Interest will be chargeable on an overdue invoice at the rate of 1.25% per month which is equivalent to an A.P.R. of 16%. No interest will be charged on any invoice paid by the Client by the 25th day of the month following the month of the invoice. Any invoice unpaid by the 25th day of the month following the month of the invoice will be charged interest for the whole of that month and will continue to be charged interest calculated on a daily basis until full payment is made.
(f) All fees are quoted exclusive of Value Added Tax which, if applicable, will be charged at the rate applicable at the date of invoice.
PART B - TEMPORARY SUPPLY SERVICE
4. The Company acting in the capacity as an Employment Business agrees, on behalf of the Client, with the Temporary Worker as follows:-
(a) Every Temporary Worker supplied by the Company shall be subject to the exclusive direction and control of the Client and notwithstanding that the Company will pay such Temporary Worker out of the fee paid by the Client to the Company, the Company shall not be or be deemed to be the employer of any such Temporary Worker for any purpose whatsoever.
(b) The Client shall be responsible for all acts and omissions of every Temporary Worker supplied by the Company, whether wilful, negligent, reckless or otherwise, as though every such Temporary Worker were on the payroll of the Client.
(c) The Client shall comply with all obligations, duties and regulations (whether statutory or otherwise and without prejudice to the generality of the foregoing those relating to the place, nature or system of work) in any way arising from or directly or indirectly connected with the services rendered by any Temporary Worker supplied to the Client by the Company including in particular the provision of adequate Employer’s and Public Liability insurance cover for the Temporary Worker, during the provision of the Services to the Client, but excluding the matters mentioned in paragraph 5 below.
(d) The Client will verify and sign time sheets each week presented by any Temporary Worker supplied by the Company. Signature of such time sheets constitutes acceptance that the hours stipulated in the time sheet have been satisfactorily completed by the Temporary Worker, and that payment is due to the Temporary Worker accordingly. The receipt of such signed time sheets by the Company will constitute an irrevocable undertaking by the Client to pay the Company fees for Services provided for the hours indicated by the time sheets and an irrevocable instruction to the Company to pay the fees due to the Temporary Worker to him. Failure to sign the time sheets does not affect the Client’s liability to pay for hours worked by any Temporary Worker. The Company may at its absolute discretion accept an instruction from the Client revoking any acceptances expressed or implied by signed time sheets, but in any event such acceptance of revocation by the Company shall be without prejudice to the Client’s obligation to meet its obligations to pay a Temporary Worker for work performed by a Temporary Worker and the Temporary Worker shall indemnify the Company for any costs, claims, demands, expenses or charges incurred by the Company or arising in relation to such revocation.
(e) The Client shall pay to the Company:-
(i) fees in respect of the Services on the basis of the Hourly Fees set out in paragraphs 6 and 7 of the Confirmation of Supply Schedule or such other fees as the Company may from time to time notify in writing to the Client; and
(ii) the Any additional Fees such as e.g. Expenses as set out in the Schedule.
(f) If the Client shall wish the Company to pay any staff expenses for hotel travelling and other matters on its behalf, the Client shall authorise such expenses in the form prescribed by the Company and shall reimburse such expenses to the Company upon invoice.
(g) In addition to other sums payable to the Company, the Client will pay on demand any expenses incurred or to be incurred by the Company in connection with any Temporary Worker provided to the Client by reason of increase in Social Security payment or other similar imposts over and above those payable on the Commencement Date for each Temporary Worker.
(h) The Client agrees not to cause or permit any Temporary Worker to use any motor vehicle (whether owned by the Temporary Worker or the Client or hired or obtained from any other source) for any purpose in connection with the Services unless the Client has previously ensured that such person has a valid driving licence for such use of the motor vehicle and that adequate third party insurance cover is in force in respect of such use. The Client will at all times keep the Company indemnified against any liability (whether in respect of insured risks or not) incurred by the Company or arising in connection with the use by any person for any business purposes of the Client of any motor vehicle whether or not such use was requested by the Client.
(i) If the Temporary Worker becomes engaged as an employee of/or contracts his services to the Client whether for a definite or an indefinite period or to any person to whom the Client directly or indirectly introduces the Temporary Worker, the Temporary Worker shall be deemed to have been provided to the Client as a permanent member of staff and the Client may be liable to pay to the Company an engagement fee or an extended period of hire with the client can be agreed. Engagement fee calculated equivalent to 220 times the hourly rate last payable to the Company in respect of the Temporary Worker whichever is the greater should commencement fall within the “relevant period” as set out Conduct of Employment Agencies and Employment Businesses Regulations 2003.
The time limits for “relevant period” which apply, should a temporary worker be deemed as a permanent member of staff with the client are:
(1) 14 weeks from the first date of supply
(2) 8 weeks from the last date of supply
VAT will be charged in addition.
(j) In the event of an engagement fee being payable under Condition 4(i) no refund of any proportionate part of such engagement fee shall be made in the event of the employee leaving the clients services.
(k) Fees for temporary workers are payable within 14 days of delivery of the invoice by the Company.
5. The Company agrees with the Client as follows:-
(a) To be solely responsible for payment of all remuneration and expenses payable to any Temporary Worker providing the Services for the Client pursuant to these conditions. All payments to the Temporary Worker, where appropriate, the Company will make all necessary deductions as per current legislation.
(b) To be solely responsible for and to keep the Client indemnified against any liability arising in respect of any Social Security contributions and other similar imposts payable in respect of Services provided for the Client pursuant to these conditions and also any income tax payable in respect of the earnings of any Temporary Worker provided for the Client pursuant to these conditions.
6. The parties further agree as follows:-
(a) (i) That it is a condition of the agreement between the parties (any breach whereof shall entitle the Company to terminate without prior notice each and every agreement concluded under these conditions between the Company and the Client) that all monies due hereunder shall be payable upon delivery of invoice by the Company.
(ii) In the event of the Services of any Temporary Worker provided by the Company pursuant to these conditions failing to satisfy the reasonable standards required by the Client no charge shall be payable by the Client if the Client has dispensed with that Temporary Worker’s services immediately and has notified the Company of the fact not later than 6 hours from the time that Temporary Worker first began to render services to or on behalf of the Client and has not signed the timesheets provided by the Company.
(iii) Signature of a timesheet by the Client shall be conclusive evidence that the Temporary Worker has satisfactorily performed the Services during the period covered by that timesheet.
(b) The Client undertakes to indemnify at all times and to keep indemnified the Company against all liability suffered or incurred by the Company arising out of or in connection with the matters set out in Conditions 4(a), (4b) and (4c).
(c) Subject to Condition 6(a) (ii) the provision of Services to the Client may be terminated by either party by one hour’s notice. Fees shall be payable in respect of the period expiring at the end of these notice periods.
(d) Notwithstanding the provision of sub-clause (c) the Company may terminate the provision of services forthwith by notice in writing if:-
(i) the Client is in wilful or persistent breach of its material obligations under these conditions; or
(ii) the Client becomes bankrupt or has a receiving order or administrative order made against it or is put into liquidation (save for the purposes of re-construction or amalgamation).
PART C - PERMANENT SUPPLY SERVICE
7. Where the Company acting in the capacity as an Employment Agency supplies Permanent Staff the Client agrees:-
(a) To notify the Company immediately a person introduced by or through the Company is engaged by them.
(b) To pay an introduction fee upon engaging any applicant introduced by the Company to the Client. The fees shall be agreed in principle prior to engagement (via verbal/ electronic written communication); in the absence of such an agreement a 20% fee shall be charged
Introduction fees are payable within 7 days of delivery of invoice by the Company.
(c) To satisfy itself of the suitability of any applicant and to take up any references provided by the applicant and/or the Company before engaging such applicant and to obtain any work or other permits and arrange any medical examination or investigation which may be necessary.
(d) That if the Client engages any employee or secures his services either directly or indirectly as a consequence of or resulting from an application to the Company for temporary or permanent staff such engagement shall be regarded as an engagement of permanent staff pursuant to these conditions and to pay an engagement fee accordingly.
(e) That if any person introduced by the Company to the Client as a result of an application by the Client for permanent staff shall be engaged by any other person as a result of such introduction then the Client shall pay an engagement fee in respect of
that person in accordance with these conditions as if that person has been engaged by the Client.
8. If an engagement shall terminate before the expiration of 8 weeks from the date of commencement of employment and if the Client shall have paid the introduction fee within the time set out in condition 7(b) of these conditions the Company will refund 12.5% of the engagement fee for each complete week remaining from the date that the employee leaves the Client’s employment until the expiration of the said 8 week period providing the Client notifies the Company in writing of the termination of the employment within 14 days of the Agreement or Notice terminating the employment. Payment of the introduction fee within 7 days is precedent to qualify for any rebate. Additional rebate clause maybe agreed at the discretion of a company director.
PART D - SEARCH & SELECTION
9. Where the Company acting in the capacity as an Employment Agency supplies Permanent Staff on either a retained or assigned basis, the fee shall be charged at 25% of the total remuneration package. In addition to Part C 7. (a) to (e).
Introduction fees are payable within 7 days of delivery of invoice by the Company.
PART E – LAW
10. These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales