Employers & Partners

Our Terms & Conditions

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PINPOINT TERMS & CONDITIONS OF BUSINESS FOR CONTRACT WORKERS FROM JUNE 2019

Pinpoint Solutions Contracting Ltd

23a Fore Street, Hertford. Hertfordshire. SG14 1DJ (HEAD OFFICE)

1.         KEY FINANCIAL TERMS, DEFINITIONS AND INTERPRETATION

1.1     Key Financial Terms:

Payment Terms

30 days from date of invoice or as otherwise agreed in writing

Invoice Frequency

Weekly

Client Credit Limit

£10,000 or as otherwise agreed in writing

Other financial conditions as otherwise agreed in writing

1.2 In these Terms the following definitions apply:

“Agency Worker”                        means an individual (who is not genuinely self-employed) Introduced by the Employment Business to provide services to the Client either directly as a PAYE Worker or through an Intermediary;

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

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

“Assignment Details Form”     means written confirmation of the details of the Assignment agreed with the Client prior to commencement of the Assignment and whether issued by mail, email or by other electronic communication;

“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 Intermediary fees or Agency Worker remuneration, the Employment Business' commission, employers national insurance contributions for PAYE Workers, statutory holiday entitlement for Agency Workers, statutory pension contributions for Agency Workers, and any other statutory entitlements due to Agency Workers that may come into force from time to time, and including any expenses in respect of 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;

“Client”                                          means the person, firm or corporate body together with any Client Group company to whom the Relevant Staff is Introduced; 

“Client Group”                              means any “subsidiary”, “holding company” and/or “associate” person, firm or corporate body of the Client as defined under the Companies Act 2006;

“Comparator”                              means a comparable employee as defined in Regulation 5(4) of the Agency Worker Regulations;

“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 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) Often these are referred to as personal service companies;

 “Consultancy Staff”                  means any officer , employee or worker of the Consultancy Introduced and supplied to provide the Services (and save where otherwise indicated includes any officer employee or  worker of any third party to whom the provision of the Services is assigned or sub-contracted with the prior approval of the Client) Often these are referred to as Limited company workers;

“Contractor”                                means the self-employed individual contractor Introduced by the Employment Business to carry out an Assignment who is neither an Agency Worker nor Consultancy Staff;

“Data Protection Laws”             means the Data Protection Act 1998, the EU Directive on Privacy, and such other statutory or regulatory provisions relating to the protection and use of personal data as are applicable to services performed under these Terms;

“Employment Business”          means Pinpoint Solutions Contracting Limited registered in England number 10864455. Hereafter, “Pinpoint”.

“Engagement”                             means the engagement, employment or use of the Relevant Staff by the Client or any third party to whom the Relevant Staff has been introduced by the Client, 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 Relevant Staff is an officer, employee or other representative, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;

 “Intermediary”                            means the person, firm or body corporate (including an umbrella company or the Consultancy) through which an Agency Worker or Consultancy Staff are engaged and supplied to the Client through the Employment Business to perform an Assignment;

“Introduction”                              means (i) the passing to the Client of a curriculum vitae or information which identifies the Relevant Staff; or (ii) the Client’s interview of the Relevant Staff (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 the Relevant Staff; 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;   

“PAYE Worker”                           means an Agency Worker Introduced who is engaged as a worker directly by the Employment Business;

“Period of Extended Hire”       means an additional period of 26 weeks which an Agency Worker (who is the subject to the Conduct Regulations) may be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee at the request of the Client; 

“Qualifying Period”                    means the period specified in regulation 7 of the Agency Worker Regulations;

“Record of Work”                       means the record of Services performed during the Assignment (which may be in the form of a timesheet via the Employment Business’ manual or electronic time capture system) or an acceptance certificate or other Assignment deliverables sign off as agreed between the parties;

“Relevant Period”                       means the period defined under regulation 10(5) of the Conduct Regulations;

“Relevant Terms and Conditions” means those terms and conditions relating to (a) pay; (b) the duration of working time; (c) night work;

(d) rest periods; (e) rest breaks; and (f) annual leave as specified in regulation 5 of the Agency Worker Regulations;

“Relevant Staff/Relevant Worker”  any Agency Worker and his/her Intermediary (as applicable), any Contractor, or any Consultancy and its Consultancy Staff;

“Remuneration”                          includes gross base salary or annualised 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 Relevant Staff for services provided to or on behalf of the Client  or any third party. Where a company car is provided, a notional amount of £5000 will be added to the payment in order to calculate the Employment Business' fee;

“Services”                                    means the services to be provided by the Relevant Staff to the Client as set out in the Assignment Details Form;

 “Tax Legislation”                      means all income tax and social security contributions legislation affecting employment businesses, including but not limited to the Income Tax (Earnings and Pensions) Act 2003 and the Social Security Contributions (Intermediaries) Regulations 2000;

“Terms”                                         means these terms of business together with any applicable Assignment Details Form;

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

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

1.3 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.  The headings contained in these terms and conditions are for convenience only and do not affect their interpretation and all references to legislation shall include any subsequent amendments or variations and also include all sub-ordinate legislation including implementing regulations made from time to time. 

2     THE CONTRACT

2.1 These Terms constitute the contract between the Employment Business and the Client for the supply of services by the Employment Business to the Client and are deemed to be accepted by the Client by virtue of its request for, Introduction of, interview with or Engagement of the Relevant Staff or the passing of any information by the Client about a Relevant Worker to any third party following an Introduction, whichever occurs the earlier.

2.2 These Terms contain the entire agreement between the parties for the supply of Relevant Staff and unless otherwise agreed in writing by a competent person of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Client and supersedes all prior agreements and no variation of these terms shall be valid except for clause 8.6 or clause 16.4 or when agreed in writing between a competent person of the Employment Business and the Client.  The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) with respect to any Introduction.

2.3 Nothing in these Terms shall establish or imply any partnership, joint venture, fiduciary relationship, employment, or any other relationship between the parties other than the contractual relationship expressly set out in these Terms.  No party shall have (nor represent that they have) any authority to make or enter into any contractual commitments on the other party’s behalf.

2.4 These terms and conditions apply to all arrangements between the parties for the supply of Relevant Staff to perform Services for the Client agreed under an Assignment Details Form.  Each Assignment Details Form entered into between the parties, shall be governed and construed in accordance with these terms and conditions.

3.    CLIENT OBLIGATIONS

3.1        To the extent that the Employment Business supplies a Contractor or Consultancy who is either carrying on a profession or who is operating as a business undertaking, the Client accepts that such Contractor or Consultancy will likely fall outside of the scope of the Agency Worker Regulations.  However, the Employment Business gives no warranty with regard to the status of a Contractor or Consultancy supplied on this basis. 

3.2        To enable the Employment Business to comply with its obligations under (i) the Agency Worker Regulations (to the extent they apply to an Assignment), (ii) the Conduct Regulations, (iii) Tax Legislation and (iii) the Working Time Regulations (together “the Regulations”), the Client undertakes to provide the following information to the Employment Business prior to the Assignment Details Form being issued and in any event shall provide such information before the end of the Qualifying Period:

3.2.1 all details relating to the nature of the Assignment, the Assignment location, Charges, and the likely duration of the Assignment;

3.2.2 notice of any requirement that the Agency Worker perform the Services for more than 48 hours in any week of the Assignment;

3.2.3 whether the Agency Worker has previously worked for the Client either directly or indirectly through a third party, and to provide the Employment Business with full details of such work undertaken since 1st October 2011;

3.2.4 the Relevant Terms and Conditions the Agency Worker would be entitled to for undertaking the Services if directly recruited by the Client as an employee or worker at the time the Qualifying Period commenced or those Relevant Terms and Conditions of a Comparator who is employed by the Client at the time of the Qualifying Period;

3.2.5 a written explanation as to the basis upon which the Client considers the Comparator, to whom the Relevant Terms and Conditions relate, is a Comparator;

3.2.6 any risks to health and safety known to the Client that may affect the Assignment and the steps the Client has taken to prevent or control such risks;

3.2.7 any specific experience, training, qualifications, and any authorisation required by law or professional body, that the Client considers necessary or which are required by law with respect to an Assignment; and

3.2.8 all other information requested by the Employment Business to enable it to comply with the Agency Worker Regulations.

3.3        To enable the Employment Business’ continued compliance with the Regulations during an Assignment the Client agrees to provide

3.3.1.          details of any variations in the Relevant Terms and Conditions after the         commencement of the Assignment;

3.3.2.          details of any change in Comparator in the event the original Comparator leaves         the Client’s employment during the Assignment and in particular updated         information relating to sub-clause 3,2,5 above;

3.3.3.          any other subsequent changes in any information or documentation already         provided in accordance with clause 3.2 above;

3.3.4.          details of any proposed material change in the nature of the role of the Relevant         Staff in the performance of the Services and the Client agrees that it will not         make any changes to the Assignment without the Employment Business’ prior         written consent; and

3.3.5.          details of any oral or written complaint by the Relevant Staff made to the Client         and any written request for information relating to the Relevant Terms and         Conditions that the Client receives from the Relevant Staff.

3.4        The Client agrees to notify the Employment Business immediately should a health and safety issue arise rendering the Relevant Staff unable to continue to perform the Services for any period during an Assignment (and which includes providing notice of any accident or personal injury related incident involving any Relevant Staff).

3.5        The Client warrants that all information and documentation supplied to the Employment Business under this clause 3 is complete, accurate and up-to-date and the Client will not do anything to cause or materially contribute to the Employment Business to be in breach of any statute, legislation or other legal requirement affecting the provision of the Services or the recruitment services or to cause or materially contribute to the Employment Business becoming the subject of any debt transfers arising under any Tax Legislation, and which arises in connection with the provision of the Services or recruitment services.  

3.6        The Client will immediately notify the Employment Business of any complaint or claim made by or on behalf of the Relevant Staff against the Client whether arising under contract, tort, breach of statutory duty or any other breach of applicable legislation.  The Client undertakes to give such information and assistance to the Employment Business as it may request, and within any timeframe reasonably requested and at the Client’s own cost, to avoid, dispute, resist, mitigate, compromise or defend any such complaint or claim.

3.7        The Client 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 Worker Regulations. Where the Agency Workers Regulations applies to the Assignment, the Client acknowledges and agrees that where the Relevant Staff are unable to continue to provide some or all of the Services on maternity grounds due to reasons of health and safety, the Client shall, and where applicable shall procure that the End Customer shall, undertake to make such reasonable adjustments as are necessary to allow the Relevant Staff to continue providing services for the duration of the Assignment.  For the avoidance of doubt, such reasonable adjustments shall include provision of alternative work on terms no less favourable than those applicable to the Assignment.

3.8        The Client confirms that it knows of no reason why it would be detrimental to the interests of the Relevant Staff to undertake the Services pursuant to an Assignment.

3.9        The Client confirms that, at its own cost, an appropriate and legally compliant Health & Safety briefing  is  carried out before the  Agency Worker is either allowed on site or commences the assignment and further, that this is kept up to date in line with Health & Safety laws and best practice as they exist throughout the assignment.  

3.10     The client also confirms that it carries out effective checks to ensure that the Agency Worker is not under the influence of any type of drug or alchohol before the commencement of each shift, or part of. Further, that any prescribed medication being used by the Agency Worker does not impair their ability to carry out the assignment.

4.    EMPLOYMENT BUSINESS OBLIGATIONS

4.1.       The Employment Business shall undertake in the performance of its recruitment service to the Client to:-

4.1.1.          source suitable Relevant Staff to perform the Services on Assignment;

4.1.2.          procure the supply of the Services through the Relevant Staff;

4.1.3.          ensure that the Intermediary is an established legal entity in the United Kingdom;

4.1.4.          ensure the Agency Worker, Contractor or the Consultancy Staff (as applicable) has the legal right to work in the United Kingdom (and provide evidence where requested); and

4.1.5.          carry out any pre-screening checks on the Relevant Staff as required by the Client (as may be agreed in writing from time to time); and

4.1.6.          comply with all applicable law and in particular all recruitment industry legislation relevant to the recruitment services.

4.2.       The Employment Business is committed to providing a professional and high quality service to its Clients and takes all complaints and issues seriously.  Any issue, complaint and/or concern that the Client may have may be raised with the Employment Business and will be addressed by the Employment Business and a response submitted from a Director of Pinpoint Solutions Contracting Ltd.

5.    THE SERVICES

5.1.       During the Assignment, the Relevant Staff will be required by the Employment Business (under its contractual terms with the Employment Business) to:-

5.1.1.          perform the Services at the Assignment location and with all due care and skill in     a professional manner and in accordance with applicable industry standards;

5.1.2.          observe any relevant rules and regulations of the Client’s and or the Client’s end         customer’s establishment (including the normal hours of work in force at the         relevant establishment) to which attention has been drawn or which the Relevant         Staff might reasonably be expected to ascertain or ought to be aware of;

5.1.3.          comply with any specific additional terms relating to the Assignment required by         the Client or their end customer set out in the Assignment Details Form or other         relevant documentation referred to in the Assignment Details Form;

5.1.4.          as appropriate provide the Relevant Staff’ own equipment to perform the         Services, whether at the Assignment location or otherwise and ensure that any         computer equipment and associated software utilised by the Relevant Staff         contains anti-virus protection with the latest released upgrade from time to time;

5.1.5.          provide progress reports on the Assignment as may be requested by the Client         and/or their end customer;

5.1.6.          take all reasonable steps to safeguard it’s safety, the Consultancy Staff’s or         Agency Worker’s safety (where the Relevant Staff is an Intermediary) and the         safety of any other person who may be present or affected by the Relevant         Staff’s actions on the Assignment and comply with the health and safety policies         of the Client and or its end customer applicable to their establishment; and

5.1.7.          not engage in any conduct detrimental to the interests of the Client and/or its end         customer.

6.     RECORDS OF WORK

6.1.        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 Client shall promptly verify and approve (whether by manual signature to or electronic approval through any online approval system provided by the Agency) a duly completed Record of Work to confirm the Services performed during the period concerned.    The approval of the Client of any Records of Work (whether completed manually or electronically) shall constitute acceptance by the Client that the Services have been performed to the satisfaction of the Client (both in terms of the amount of time dedicated to and the quality of the Services)

6.2.        If the Client is unable to approve a Record of Work provided by the Relevant Staff 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 Relevant Staff.   Failure to sign the timesheet does not absolve the Client of its obligation to pay the Charges in respect of the hours worked.  Should the Client fail to co-operate with the Employment Business to establish the hours worked by the Relevant Staff and/or is unable to support any claim that less hours are due to the Relevant Staff, the Employment Business shall be entitled to invoice for the hours declared in the Record of Work submitted by the Relevant Staff to the Client.

6.3.        The Client shall not be entitled to decline to sign a Record of Work on the basis that it is dissatisfied with the work performed by the Relevant Staff. In the event that the Client is dissatisfied with the Relevant Staff the provisions of clause 9 below shall apply.

7.    PAYMENT OF THE AGENCY WORKER OR INTERMEDIARY

The Employment Business assumes responsibility for paying the Agency Worker, Contractor or Intermediary and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to any PAYE Worker pursuant to sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003.  The Employment Business will ensure that the Contractor or Intermediary (as applicable) are contractually required to make the appropriate deduction and payment of National Insurance Contributions and PAYE Income Tax with respect to the payments made to them with respect to an Assignment.

8.     CHARGES

8.1.      The Client shall be entitled to request Services up to any credit limit set out in the Key Financial Terms (as applicable).  The Employment Business shall review and update the credit limit (whether resulting in a lower or higher limit) from time to time and shall notify the Client of any change in writing. 

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

8.3.      The Employment Business will, during normal working conditions,  issue invoices in an electronic format. A hard copy invoice is available on request, however, the request of such a copy will not effect the payment due date of that invoice.

8.4.      The Client shall not be charged when Services are not performed due to the illness of the Relevant Staff or during any period during which the Relevant Worker takes annual leave.   However, the Client will be liable to pay Charges with respect to an Assignment if the Relevant Staff is available to perform the Services, but the Client does not require the Services to be provided during any period of an Assignment, except to the extent that the Client has given notice to terminate an Assignment in accordance with clause 9.2

8.5.      The Client shall not be charged for rest periods (unpaid breaks pursuant to Working Time Regulations) during any Assignment (where applicable) except to the extent that the Relevant Worker is required to perform the Services during any rest period as directed by the Client and/or such rest periods are Relevant Terms and Conditions.  The Charge shall include any expenses incurred by the Relevant Worker in the provision of the Services, unless otherwise agreed in the Assignment Confirmation.  The Employment Business shall be entitled to invoice the Client for expenses incurred by the Relevant Worker in accordance with the Assignment Confirmation provided the Client has authorised the expenses. 

8.6.      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.

8.7.      The Charges are invoiced to the Client at the frequency set out in the Key Financial Terms and are payable within the payment period specified in the Key Financial Terms.  The client agrees to pay the Charges by electronic bank transfer by the due date. The Employment Business is entitled to and will charge interest, costs and charges pursuant to 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 together with compensation, charges, and reasonable legal costs of recovery, whether incurred directly by the Employment Business or by a third party acting as appointee, agent or assignee of the Employment Business in the recovery of such debt.

8.8.      To the extent that the Agency Worker Regulations apply to the provision of the Services, the Employment Business will seek to determine the Relevant Terms and Conditions with the Client prior to the commencement of the Assignment (wherever practically possible) but in any event no later than the end of the Qualifying Period.  In the event that any variation to the Charges is required in order to comply with the Agency Workers Regulations, the Employment Business shall issue a notice of variation to the Assignment Details Form confirming the revised Charges which shall take effect from the day after the end of the Qualifying Period. 

8.9.      The Client will inform the Employment Business in advance of any bonus that may be due and payable to the Agency Worker pursuant to the Agency Worker Regulations, and the Employment Business will be entitled to invoice and the Client will be obliged to pay such bonus (in such amount as is determined by the terms of any bonus scheme applicable to the Agency Worker) together with the relevant employer’s national insurance contribution and the Employment Business’ commission, charged in accordance with the rate charged on the Charges.

8.10.   The Employment Business reserves the right to make changes to the credit limit, payment terms, invoice frequency and other financial conditions set out in the Key Financial Terms at any time on giving written notice in the event the Client is seriously or persistently in breach of the payment terms herein or the Employment Business has reasonable cause to believe that the Client may not be able to make payment of Charges moving forward. Any changes shall take effect from the following Monday after the Client has received such written notice.

8.11.   No refunds are payable in respect of the Charges of the Employment Business. 

8.12.   The Client’s obligations under this clause 8 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.The client agrees to pay the Charges by electronic bank transfer by the due date.

9.    UNSUITABILITY OF RELEVANT STAFF

9.1.      The Client undertakes to supervise the Relevant Staff sufficiently to ensure the Client’s satisfaction with the standards of work in the performance of the Services. If the Client reasonably considers that the Services or the performance of the Relevant Staff are unsatisfactory, the Client may terminate the Assignment either by instructing the Relevant Staff to leave the Assignment immediately, or by directing the Employment Business to remove the Relevant Staff. 

9.2.      The Employment Business may, in its absolute discretion, in such circumstances, reduce or cancel the Charges for the time worked by that Agency Worker or Intermediary , provided that the Client  has notified the Employment Business within one hour that they have asked the Agency Worker or Intermediary  to leave the Assignment or the Assignment terminates:

9.2.1.   within 4 hours of the Relevant Staff commencing the Assignment where the Assignment is for more than 7 hours; or

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

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

 9.3.     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 any Relevant Staff 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 Charges incurred prior to the termination of the Assignment.

9.4.     The Client shall notify the Employment Business immediately and without delay and in any event within 24 hours if the Relevant Staff fail to attend work or has notified the Client that they are unable to attend work for any reason.

10. TRANSFER FEES

10.1.    The Client acknowledges that the Employment Business has undertaken considerable resource in sourcing and procuring the Relevant Staff for the Client in the performance of its recruitment services.  The Client therefore agrees that if the Relevant Staff is Engaged either within six months of the Relevant Staff having been Introduced to the Client (but not supplied to the Client), during the currency of the Assignment, or within six months after the expiry or termination of the Assignment (including any extension of the Assignment) by:

10.1.1.       the Client, either directly or through any other third party intermediary/agent; 

10.1.2.       any of the Client’s Group for whom the Relevant Staff performed the Services, either directly or through a third party intermediary/agent;

10.1.3.       any End Customer for whom the Contractor and/or the Representative performed the Contractor Services, either directly or through a third party intermediary/agent; ; or

10.1.4.       any third party to whom the Relevant Staff has been introduced by the Client (which may include any member of the Client’s Group) either directly or through a third party intermediary/agent;

            the Client shall notify the Employment Business within five days of the date of any offer or acceptance of any Engagement and pay a Transfer Fee to the Employment Business calculated as follows:

Remuneration up to £24,999                                      17.5% of Annual Remuneration

Remuneration from £25,000 to £39,999                   20% of Annual Remuneration

Remuneration from £40,000 to £54,999                   25% of Annual Remuneration

Remuneration from £55,000                                       30% of Annual Remuneration

            If the actual amount of the Remuneration is not known, the transfer Fee will be calculated by multiplying the hourly charge by 500.

10.2         In the event that the Conduct Regulations apply to an Assignment, the Client may elect on giving 14 days prior written notice to the Employment Business to take the Period of Extended Hire as an alternative to paying the Transfer Fee set out in clause 10.1 above at the same Charge rate as immediately prior to such election.  In the event that the Client fails to elect to take the Period of Extended Hire before an Engagement under this clause 4, the Client agrees that the fee shall become due upon the date of commencement of the Engagement.   If the Client elects to take the Period of Extended Hire, but during the Period of Extended Hire Engages the Relevant Staff, the Client will be required to pay the Transfer Fee under clause 10.1 reduced pro rata to reflect any Charges already paid by the Client during the Period of Extended Period prior to any such Engagement. If the Conduct Regulations apply to an Assignment, the chargeable period after the expiry or termination of the Assignment shall be the Relevant Period.

10.3         Where prior to the commencement of the Engagement under clause 10.1 the Client and the Employment Business agree that such Engagement will be on the basis of a fixed term of less than 12 months, the Employment Business may, in its absolute discretion, reduce the Transfer Fee as calculated in accordance with clause 10.1 pro-rata. Such reduction is subject to the Client Engaging the Relevant Staff for the agreed fixed term.  Should the Client extend the Relevant Staff’s Engagement or re-Engage the Relevant Worker within 12 months from the end of the fixed term Engagement the Employment Business reserves the right to recover the balance of the Transfer Fee due as if the Relevant Staff had been initially Engaged on a permanent basis.

10.4         All Transfer Fees will be subject to VAT.  No refund of any Transfer Fees will be due in the event any Engagement subsequently terminates.

11.   RELEVANT STAFF

11.1         The Client acknowledges that the Relevant Staff carrying out the Assignment have opted out of the Conduct Regulations and further that any person to whom the performance of the Services has been assigned or sub-contracted has have provided written notice to the Employment Business pursuant to

regulation 32 of the Conduct Regulations that the Relevant Staff have opted out of the Conduct Regulations and therefore the Conduct Regulations shall not apply to these Terms. The supply of an Agency Worker on a PAYE basis will be subject to the Conduct Regulations.

11.2         The Client acknowledges that the Consultancy may supply any of the Consultancy Staff to perform the Services and where the Consultancy is unable to provide any part of the Services for whatever reason the Consultancy shall be entitled to assign or sub-contract the performance of the 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 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 Services.  The above rights shall also apply to Contractors.

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

11.4         The Client has no obligation to offer any further Assignments to Relevant Staff (whether through the Employment Business or otherwise), nor is the Relevant Worker under any obligation to accept any such Assignments, if offered by the Client (whether through the Employment Business or otherwise). 

11.5         Nothing in these Terms shall prevent the Relevant Staff from being engaged, concerned or having any financial interest in any other business, trade, profession, or occupation or from providing services to any other party during the Assignment provided that such business activity does not cause a breach of or create a conflict of interest with the Relevant Worker’s compliance with these Terms.

11.6         The Client acknowledges that a Contractor or Consultancy supplied on Assignment is an independent contractor and is not an employee of either the Client or the Employment Business and shall not be subject to the supervision, direction or control of the Client unless expressly agreed otherwise in the Assignment Details Form.  The Client shall ensure that it does not treat Relevant Staff as employees or integrate a Relevant Worker into its workforce, or otherwise do anything, act in any manner, or omit to do anything that may construe an employee relationship with a Relevant Worker.  This provision shall not prejudice the Client’s obligations under clause 15.5           

11.7         Subject to the statutory requirements of clause 3.6 the Client shall ensure that it does not discuss the terms of these Terms or otherwise discuss or negotiate any terms (including any Charge arrangements) of an Assignment direct with a Relevant Worker.  Should a Relevant Worker approach the Client to discuss or negotiate any terms of the Assignment, the Client shall direct the Relevant Worker to the Employment Business.

12.   TERMINATION

12.1         Unless any notice period is specified in the Assignment Details Form, any of the Client, the Employment Business or the Relevant 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 up to the effective date of termination). If a notice period is stated in the Assignment Details Form then either party may terminate without liability on the notice specified in the Assignment Note (except in the case of termination by the Client who shall be liable for any Charges due up to the effective date of termination).

12.2         Notwithstanding the above, the Client may terminate the Assignment forthwith by notice in writing to the Employment Business where:

12.2.1      the Relevant Staff is in wilful or persistent breach of its obligations; or

12.2.2      the Client  reasonably believes that the Relevant Staff  has not observed any       condition of confidentiality applicable to the Relevant Staff from time to time;

12.2.3      any member of the Relevant Staff is suspected of any fraud, dishonesty or       unprofessional behaviour, or other wrongful, improper, or unlawful conduct during      the Assignment; and/or

12.2.4      the Client reasonably considers that the Relevant Staff’s provision of Services is       unsatisfactory.

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

12.3.1      the Client  is in wilful or persistent breach of its obligations under these Terms        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 

12.3.2      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

12.3.3      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

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

12.3.5      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 these Terms).

12.4        These terms and conditions of business shall remain in force until such time as either party gives the other party 4 weeks’ notice in writing.  Termination of these terms and conditions of business shall not affect any current Assignment which shall continue in full force and effect until its natural expiry under the Assignment Confirmation or earlier termination in accordance with the termination provisions set out in this clause 12.

13.   CONFIDENTIALITY AND DATA PROTECTION

13.1        All information relating to a Relevant Worker is confidential and subject to the Data Protection Laws 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 Data Protection Laws in receiving and processing the data at all times. Information relating to the Employment Business'

business which is capable of being confidential must be kept confidential by the Client and not divulged to any third party, except information which is in the public domain.

13.2        The Employment Business undertakes to keep confidential all Relevant Terms and Conditions that the Client discloses to the Employment Business and not to use such information except for the purposes of compliance with the Agency Worker Regulations (including, for the avoidance of doubt and without limitation, when dealing with any request for information or complaint made by any Relevant Worker).  The Employment Business will on the request of the Client require Relevant Staff enter into any direct undertakings with respect to confidentiality as may be required from the Client as a requirement of the Assignment.

14.   INTELLECTUAL PROPERTY RIGHTS

14.1        All Intellectual Property Rights created in the performance of the Services shall belong to the Client excluding any pre-existing rights, know-how or methods utilised by any Relevant Staff in the performance of the Services.  The Agency hereby assigns to the Client (or as the Client directs) all existing and future Intellectual Property Rights in the Services and all materials embodying these rights to the fullest extent permitted by law.  The Employment Business will execute all documents and do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Services has passed, or will pass, to the Client (or as the Client may direct) and will use all reasonable efforts to ensure the Relevant Staff executes any required documents and undertakes certain acts as are necessary and requested by the Client to effect the transfer of all Intellectual Property Rights to the Client.

15.   LIABILITY

15.1        Whilst reasonable efforts are made by the Employment Business to give satisfaction to the Client, no liability is accepted by the Employment Business for any loss, expense, damage or delay arising from any failure to provide any Relevant Worker for all or part of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Relevant Worker or if the Relevant Worker terminates the Assignment for any reason.  The Employment Business shall not be responsible for any liability which arises beyond its reasonable control.  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.

15.2        Subject to clause 15.1 the Employment Business’s total liability to the Client arising under or in connection with these Terms, and whether arising in contract, tort, negligence, breach of statutory duty or otherwise (other than for death or personal injury caused by the Employment Business’ negligence, the Employment Business’ fraud, or for any other liability which cannot be excluded or limited in law), for any losses, costs, claims, demands, penalties, fines, interest, expenses or damages under these Terms,  in relation to the provision of the recruitment services, and/or Services provided during an Assignment shall be limited to 100% of the Charges paid by the Client to the Employment Business in relation to the Assignment to which the claim relates.

15.3        Subject to any limitations in law, neither party shall under any circumstances be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, and whether or not foreseeable, for any loss of profit, loss of goodwill; loss of business, loss of business opportunity, loss of anticipated saving, loss or corruption of data or information, or any special, exemplary, punitive, indirect or consequential damages suffered by the other party that arises under or in connection with these Terms.

15.4        Relevant Staff are not the employees of the Employment Business or the Client, but shall be deemed to be under the supervision and direction 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 Relevant staff, whether wilful, negligent or otherwise as though the Relevant Staff were on the payroll of the Client.

15.5        The Client will 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 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 Relevant Staff during all Assignments. 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, these Terms by the Client.

15.6        The Client undertakes not to request the supply of a Relevant 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.

16.   MISCELLANEOUS

16.1        This Agreement is governed by and shall be construed in accordance with the laws of England and is subject to the exclusive jurisdiction of the English courts (other than for enforcement proceedings, for which the English courts shall have non-exclusive jurisdiction).

16.2        Clauses 3,6,8,10,13,14,15,16, survive termination of these Terms.

16.3        In the event of any conflict between the terms and conditions of business herein and an Assignment Details Form, the terms and conditions of business herein shall prevail to the extent of the conflict, unless and to the extent that the Assignment Details Form expressly seek to override this provision.

16.4        The Employment Business may vary the terms of an Assignment Details Form (including the Charges) and/or this Agreement on giving the Client written notice (which shall include the detail of the variation and the date upon which the variation takes effect) in order to comply with any change in, additional or new obligations imposed (and whether applicable retrospectively) by statute or by virtue of any other legal obligations including but not

limited to the Agency Worker Regulations, pension auto-enrolment (pursuant to the Pension Act 2008) and any other legislation affecting the recruitment industry.

16.5        All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by email or by first class prepaid post to the addressee upon whom the notice is to be served or any other address that the party has notified the other party in writing..  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, when that email is sent.

16.6        Each provision of these Terms (as defined by punctuation) is separate, distinct and severable.  If any of the provisions of these Terms are determined by the English Courts to be unenforceable, to any extent, such provision may be modified or severed from the remaining Terms to give meaning to the intention of the parties, and the remaining provisions including any such modified provisions shall continue in force. 

16.7        The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and no person or entity other than the Client and The Employment Business shall have any rights under these Terms.

16.8        The Client may not assign its rights and obligations under these Terms without the prior written consent of the Employment Business.

END