Terms of Engagement - Clients
Terms of Engagement - Clients

Terms of Engagement - Clients

Last Updated: 12th May 2022

Introduction

(a) The Client requires a flexible team to assist with its design needs. The Company can use its design staffing services to assist.

(b) The Company only supplies self-employed contractors to clients in connection with the services to be performed under these terms. Further, the Company will not supply any agency workers in connection with these terms.

(c)For simplicity and ease of use, the parties have agreed these terms and conditions so that the Company can provide different recruitment services projects from time to time.

(d) Any defined terms are explained at the end of the main body of the agreement or at the end of the relevant schedule, unless explained elsewhere.

IT IS HEREBY AGREED

  1. Terms of Engagement
    1. The parties agree that during the term of this agreement the Company may provide the following services to the Client on the terms set out in the schedule and in this main body of the agreement, and subject to any applicable law. There should be no conflict of the terms between the schedule to this agreement and the main body of this agreement although the terms of the relevant schedule will prevail if so. The services are:
      1. contractor services whereby the Company will supply limited company contractors or sole traders to the Client for temporary engagements, and which services may be project managed or supplemented by direct employees of the Company but which employee will be under the supervision and direction of the Company not the Client, in the manner as more fully set out in schedule 1.
    2. By signing this agreement, the parties agree to the terms set out in any schedule to this agreement on an ongoing basis without requiring any further signature of such schedules.
    3. The Client will comply with any obligations as set out in this agreement, any schedule or in any applicable law to aid the proper performance of the Company’s services. The Client enters into this agreement and obligations hereunder for itself and as a trustee for all of its relevant group companies.
    4. The Company is committed to equal opportunities and the Client undertakes to comply with all applicable anti-discrimination legislation relating to the treatment and selection of contractors. The Client shall not and shall not seek to cause the Company to unlawfully discriminate in relation to the services to be provided by the Company to the Client and shall disclose all such information as may be reasonably requested by the Company in the event of any complaint made to the Company by a contractor.
    5. The terms of this agreement (including any schedule) and also any relevant Assignment Sheet for recruitment services provided by the Company from time to time in connection with this agreement are deemed to be accepted by the Client upon any of the following:
      1. the Client’s signature or any other written acceptance (including without limitation acceptance by e-mail) of this agreement or any Assignment Sheet;
      2. the Client dealing with in any way any contractors introduced or supplied by the Company after the Client’s receipt of this agreement or any Assignment Sheet; and
      3. the Client accepting services from or continuing to deal with the Company after the Client’s receipt of this agreement or any Assignment Sheet.
    6. For the purposes of this agreement, “Assignment Sheet” means any form of written communication (whether by email, in a template form agreed from time to time, or otherwise) between the parties which arranges and sets out additional necessary terms, including any particular payment or invoicing terms or assignment notice period, for an assignment for recruitment services from time to time. An example is appended to the schedule to this agreement by way of illustration only.
  2. Payment
    1. Agreed terms relating to payment for the Company’s services are set out in the schedule, Assignment Sheet and in this clause below. For the avoidance of doubt, the Company’s pricing is reviewed annually against factors such as inflation and business costs.
    2. In the event of any late payment by the Client, the Company reserves the right to charge interest on the outstanding amount from the date payment is due until payment is received by the Company. Interest will be charged at 4% per annum above the base rate from time to time of Barclays Bank Plc and shall accrue on a daily basis. Any dispute in relation to an invoice must be notified to the Company within 5 days of the date of invoice. The Client will indemnify the Company in full in relation to all costs and expenses incurred by the Company in connection with the recovery of any overdue fee from the Client (including the cost of legal proceedings).
    3. All sums payable to the Company under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
    4. Where applicable, the Company shall charge VAT (Value Added Tax) to the Client or similar in other jurisdictions as applicable, at the prevailing rate, after the Company has provided the Client with a VAT (or similar) invoice.
  3. Confidentiality
    1. Each party undertakes that it shall not at any time and for any relevant period after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 3.2.
    2. Each party may disclose the other party's confidential information:
      1. to its employees, officers, representatives or advisers who need to know such information for the purposes of or in connection with the carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 3;
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
      3. to make relevant protected disclosures to any relevant government authority, to report a crime and to co-operate with any criminal enforcement proceedings and investigations.
    3. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
  4. Intellectual Property Rights
    1. The Company hereby assigns any intellectual property rights it may have in connection with any contractor’s services provided to the Client under the terms of this agreement and where the Client is not in material breach of this agreement.
    2. In general to all services, the parties hereby grant the other a non-exclusive and royalty-free licence during the term of this agreement to use their intellectual property to the extent only that is necessary to properly and lawfully perform their respective obligations.
    3. Neither party shall sub-license, assign or otherwise transfer the rights granted in Clause 4.2 without the consent of the other party (such consent not to be unreasonably withheld or delayed).
  5. Data protection compliance
    1. The following definitions apply in this clause 5:
      1. Agreed Purposes: any lawful purpose to fulfil the parties’ obligations under this agreement (including any schedule) or any legal or regulatory obligation in connection with the various services provided under this agreement.
      2. Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.
      3. Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including the privacy of electronic communications);
      4. Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement;
      5. Shared Personal Data: the personal data to be shared between the parties under this agreement. Shared Personal Data shall be confined to the categories of information relevant to the Agreed Purposes, including but not limited to employment related data about contractors;
      6. UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
    2. This clause 5 sets out the framework for the sharing of personal data between the parties as data controllers for recruitment services projects. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
    3. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation for all services under this agreement.
    4. Each party shall:
      1. ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
      2. give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
      3. process the Shared Personal Data only for the Agreed Purposes;
      4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
      5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement;
      6. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
      7. not transfer any personal data outside of the European Economic Area unless the transferor:
        1. complies with the provisions of Article 26 of the General Data Protection Regulation (in the event the third party is a joint controller); and
        2. ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the General Data Protection Regulation; (ii) there are appropriate safeguards in place pursuant to Article 46 of the General Data Protection Regulation; or (iii) one of the derogations for specific situations in Article 49 of the General Data Protection Regulation applies to the transfer.
    5. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
      1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
      2. promptly inform the other party about the receipt of any data subject access request;
      3. provide the other party with reasonable assistance in complying with any data subject access request;
      4. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
      5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
      7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
      8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
      9. maintain complete and accurate records and information to demonstrate its compliance with this clause 5; and
      10. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.
  6. Non-solicitation
    1. The parties agree that neither of them will either on their own account or in partnership or association with any person, firm, company or organisation, or otherwise and whether directly or indirectly during, or for a period of 12months from, the end of the term of this agreement, solicit or entice away or attempt to entice away or authorise the taking of such action by any other person, any key executive of the other party who has worked on the services provided under this agreement at any time during the term of this agreement.
    2. Alternatively to clause 6.1, where the Client does hire or seek to hire any such person referred to at clause 6.1 and the Company consents to that, the Client hereby agree that it will pay to the Company a fee of 30% Remuneration for that individual, in accordance with the payment terms set out in this agreement. For the purposes of this clause 6, “Remuneration” shall mean the gross annual starting salary or remuneration of the relevant individual (or in relation to fixed term contracts, the total amount payable for the term of the contract) including all fees, commission, bonuses, overseas premiums, living or travel allowance and other taxable emoluments (including the benefit of any company car) attributable to the first 12 months of the engagement.
  7. Assignment and other dealings
    1. Subject to clause 7.2, neither party shall assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
    2. The Company and the Client shall not sub-contract or delegate in any manner any or all of its obligations under this agreement to any third party or agent without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). It shall be a condition of such consent that the sub-contractor signs and observes an agreement containing terms at least as onerous as those contained in this agreement. Without prejudice to this clause, the Company and the Client shall in all cases retain sole responsibility for the performance of the tasks assigned to it under this agreement, regardless of the use of authorised or unauthorised sub-contractors and the Company and the Client shall be liable for the acts and omissions of any sub-contractor (of any tier and authorised and unauthorised) or any intermediaries whatsoever as if they were the acts and omissions of the Company or the Client itself.
  8. Status
    1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party (unless otherwise agreed for any particular engagement or services), or authorise any party to make or enter into any commitments for or on behalf of any other party.
    2. Each party confirms it is acting on its own behalf and not for the benefit of any other person (save any relevant group companies).
    3. The Company’s employees and other staff are and always remain during the term of this agreement employees, workers, partner, agents, consultants or contractors of the Company and the relationship of the Company to the Client will be that of an independent business service provider only.
    4. The parties agree their understanding that the AWR 2010 do not apply to the services provided under this schedule 1 because the Contractors are to be self-employed. Further, the parties agree their understanding that the UK income tax regime is not triggered by the services provided under this schedule 1 because the contractors supplied are neither based in the UK nor perform any of their services in the UK for the Client. Therefore, the parties agree their understanding that IR35 is not applicable to the services provided under this schedule 1.
    5. For the purposes of this agreement, the following terms have the following meaning:
      1. "AWR 2010" means the Agency Workers Regulations 2010 (SI 2010/93), as amended;
      2. IR35” means Chapters 8 and 10 Part 2 of ITEPA (and corresponding social security contributions legislation) as amended from 6 April 2021, in respect of off-payroll working and assessing employment status for tax purposes.
  9. Limitation of liability & Indemnity
    1. Nothing in this agreement shall limit or exclude the either party’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      2. fraud or fraudulent misrepresentation; or
      3. for such liability which cannot be limited or excluded by applicable law.
    2. Subject to clause 9.1, the Company shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement and/or services performed under it for:
      1. loss of profits;
      2. loss of sales or business;
      3. loss of agreements or contracts;
      4. loss of anticipated savings;
      5. loss of use or corruption of software, data or information;
      6. loss of or damage to goodwill; and
      7. any indirect or consequential loss.
    3. Subject to clause 9.1, the Company’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the lesser of 100% of the total amounts paid under this agreement to the Company in the 12 months preceding any relevant cause of action or the level of cover under the Company’s insurance policy which applies to this agreement.
    4. The Company shall not be liable for any failure to comply with its obligations under this agreement as a result of any act or omission of the Client (including any failure by the Client to provide any relevant information) or if such failure results by reason of any cause beyond its reasonable control.
    5. The Client shall indemnify and keep indemnified the Company against any costs, claims, damages and expenses incurred by the Company as a result of any breach by the Client of its obligations under this agreement, as a result of TUPE being threatened by any person at the Client or its current recruitment providers to apply or being deemed to apply by an employment tribunal or higher court to the commencement of this agreement or any part of this agreement or by any the Company staff on termination of this agreement or any part of this agreement and/or for any other indemnity the Client gives under this agreement. For the purposes of this agreement, "TUPE" means the Transfer of Undertakings (Protection of Employment) Regulation 2006 (SI 2006/246), as amended.
    6. Further provisions relating to liability for specific services are set out in the schedule.
  10. Termination
    1. Without affecting any other right or remedy available to it, this agreement will continue until either party terminates this agreement by giving the other party 30 days written notice or otherwise in accordance with the terms of this agreement. Any ongoing Assignments will end when this agreement ends.
    2. Without affecting any other right or remedy available to it, either party may terminate this agreement (and so any ongoing Assignment) with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
      2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under this agreement has been placed in jeopardy.

    3. Without affecting any other right or remedy available to it, the Company may terminate this agreement with immediate effect by giving written notice to the Client if the Customer fails to pay any amount due under this agreement on the due date for payment.
    4. Without affecting any other right or remedy available to it, the Company may suspend the supply of Services under this agreement if the Client fails to pay any amount due under this agreement on the due date for payment, the Client becomes subject to any of the events listed in clause 10.2(b) to clause 10.2(d), or the Company reasonably believes that the Client is about to become subject to any of them.
  11. Consequences of termination
    1. On termination of this agreement:
      1. the Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Company immediately on receipt; and
      2. as soon as reasonably practicable thereafter, each party shall return any property of the other which is in their possession or control.
    2. Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination.
    3. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.
  12. Survival
    1. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
    2. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination or expiry.
  13. Announcements and PR
    1. Neither party shall make, or permit any person to make, any public announcement concerning the terms of this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.
    2. The Client hereby permits the Company to make available in its marketing materials case studies about the services performed in connection with this agreement and testimonials received from contractors and the Client about those services, subject to the Company complying with the confidentiality provisions at clause 3 above.
  14. Notices
    1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
      1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
      2. sent by fax to its main fax number pr sent by email to the address normally used between the parties for the purposes of this agreement.
    2. Any notice shall be deemed to have been received:
      1. if delivered by hand, at the time the notice is left at the proper address;
      2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
      3. if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause (c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    4. For the purposes of this agreement, “Business Day" means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  15. General Legal Provisions
    1. This agreement and any terms agreed in writing from time to time (by email and/or Assignment Sheets are sufficient) in respect of any services performed under it constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
    3. A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee) by way of security or in connection with the taking of security, or (b) its nominee. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
    4. The parts and schedules (and any appendices to those) form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the parts and schedules.
    5. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    6. Nothing in this clause shall limit or exclude any liability for fraud.
    7. This agreement may be executed in any number of counterparts, which shall together constitute the one agreement.
    8. Except as expressly provided elsewhere in this agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
    9. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement, including payment, if such delay or failure result from events, circumstances or causes beyond its reasonable control (including but not limited to the consequences and legal restrictions which result from a pandemic or epidemic). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 1 month, the party not affected may terminate this agreement by giving immediate written notice to the affected party.
    10. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
    11. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    12. The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
    13. This agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. Each party agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.
    14. Each party warrants that it has full capacity and authority to enter into and perform this agreement

Schedule 1 – Terms and conditions for the temporary supply of contractors for design teams

  1. The Company’s obligations
    1. These terms in this schedule set out the agreement for the temporary supply of contractors, whether contractors with a personal service company or sole traders (“Contractors”) by the Company to the Client. The Company acts as an employment business for those purposes (to the extent that the Conduct Regulations 2003 are applicable if there has been a Valid Opt out).
    2. The Company confirms that it will seek to arrange in accordance with any applicable law a Valid Opt Out in respect of any Contractors and it will notify the Client of such opt outs as and when received from the Contractors. The parties therefore agree that the Conduct Regulations 2003 will not apply to any engagements where there has been a Valid Opt Out, save to the extent required by law. The Company shall inform the Client within a reasonable period of time if any such opt out is withdrawn.
    3. The Company will seek to comply with its relevant regulatory obligations in the relevant jurisdictions in which it operates. The Client agrees to provide all reasonable assistance to the Company to enable the Company to comply with any of its regulatory obligations and the Client shall have no cause of action whatsoever against the Company where the Client has caused or contributed to any relevant non-compliance.
    4. The Company agrees to supply Contractors to the Client who meet the Client's minimum qualifications and other criteria for an Assignment (defined below in this schedule) and who are willing to carry out the role relevant to the Assignment. The Company will confirm the information provided by the Contractor about those matters and the identity of the Contractor to the Client before they are supplied.
    5. The Company shall only take instructions from the Client’s designated key contact (agreed in advance). The Company agrees that it shall not provide any information about Contractors, by any means, to any other department or staff of the Client, without the express prior written authorisation of a representative of the Client's key contact.
    6. Where a Contractor is required by law or any professional body to have any qualifications or authorisations to work on an Assignment, the Company will take all reasonably practicable steps to obtain, and offer to provide copies of, any relevant qualifications or authorisations. The Company will also take all reasonably practicable steps to confirm that the Contractor is suitable for the Assignment. If the Company is unable to fully comply with these requirements, it shall inform the Client of the steps it has taken to supply the necessary information.
    7. The parties agree that no Assignment will require the Contractor to work with vulnerable persons as defined in the Conduct Regulations 2003.
  2. Client's obligations
    1. When making a request to the Company for the provision of a Contractor to perform certain services (“Assignment”), the Client will give the Company details in writing of:
      1. the date on which the Client requires the Contractor to commence work and the duration, or likely duration, of the work;
      2. the nature of the hirer’s business where that is not clear, the position which the Client seeks to fill or project which needs delivered, including the type of work the Contractor in that position would be required to do, the location at which, and the hours during which, the Contractor would be expected to work, and any risk to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
      3. the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law, or by any professional body, for the Contractor to possess in order to work in the position; and
      4. any expenses payable by or to the Contractor.
    2. The Client agrees to comply with all relevant health and safety rules and legislation and agrees that it is solely liable for the provision of a safe place for the Contractor to perform its services. The Client agrees to obtain and maintain adequate and relevant insurance for the purposes of engaging any Contractor.
    3. The Client undertakes to notify the Company immediately of it becoming aware of any Direct Engagement and/or proposed Direct Engagement not arranged between the parties.
  3. Temporary to permanent
    1. If, following the supply of a Contractor by the Company to the Client within the Relevant Period or following the provision of information by the Company about the Contractor to the Client but where no supply then takes place, the Client or a Third Party Directly Engages the Contractor within the Relevant Period, the Client will pay the Company the “Introduction Fee” (as defined below in clause 3.2 of this schedule) subject to the provisions of clause 3.3 of this schedule.
    2. The Introduction Fee rate is 30% of the fee that the Company would have charged the Client for supply of the Contractor if the Contractor performed its services for the Client for a period of one year. The Company shall decide the exact Introduction Fee amount in its sole discretion acting reasonably.
    3. Where there has been no Valid Opt Out for the relevant Assignment and the Introduction Fee is subject to Regulation 10 of the Conduct Regulations 2003, the Introduction Fee is subject to the following conditions:
      1. The Introduction Fee will not be payable if the Client gives written notice to the Company that it intends to continue the hire of the Contractor for a further period of 12 months (Extended Assignment) before it or a Third Party Directly Engages the Contractor.
      2. Where the Client decides (in accordance with clause 3.3(a) of this schedule) to have an Extended Assignment:
        1. the Fee payable by the Client during the Extended Assignment shall be those applicable immediately before the Company received the Client's notice that it elected for an Extended Assignment;
        2. if the Client chooses an Extended Assignment, but it or a Third Party Directly Engages the Contractor before the end of the Extended Assignment, the Introduction Fee may be charged to the Client by the Company, reduced proportionately to reflect the amount of the Extended Assignment paid for by the Client.
    4. The Introduction Fee is non-refundable in any event, including without limitation where the Client terminates the Direct Engagement after paying the Introduction Fee.
    5. For the avoidance of doubt, the provisions of this clause 3 continue in full force and effect notwithstanding the termination of this agreement for whatever reason.
  4. Unsatisfactory Contractors
    1. The Company shall notify the Client as soon as practicable if it believes that any Contractor is unsuitable for the Assignment or becomes aware of any matter that indicates that the Contractor may be unsuitable for the Assignment or is inconsistent with any information previously provided including where a Contractor ceases to have the appropriate skills, approvals or a right to work in the United Kingdom or where this agreement may be or has been breached.
    2. If the Client decides that a Contractor is unsuitable to perform the Assignment (an “Unsatisfactory Contractor”), then the Client shall notify the Company in writing of that fact giving the grounds for its dissatisfaction with the Unsatisfactory Contractor.
    3. If the Client notified the Company of an Unsatisfactory Contractor in accordance with clause 4.2 of this schedule, the Assignment shall terminate at the end of the day on which the Company was notified, and the Fee shall only be payable up to and including the date of such termination.
    4. The Company, the Contractor or the Client may terminate an Assignment in accordance with the agreed terms in any Assignment Sheet (an example is appended to this schedule 1) and in such case the Fee will become due and payable for any services performed to and including the date of such termination.
    5. Where there is a notification made of an Unsatisfactory Contractor, the Client agrees that it will allow the Company a reasonable opportunity to provide a suitable replacement, under the terms of this agreement.
  5. Fees
    1. The Client will pay to the Company the fee in respect of Contractor’s services in the amount and manner as agreed by the parties in writing in an Assignment Sheet for any particular Assignments (the “Fee”). For the purposes of determining the Fee, if applicable:
      1. the Client shall during the Assignment sign a time sheet verifying the number of hours worked by the Contractor or as applicable set out the deliverables or milestones achieved for which fees are due during a particular week and provide that on request to the Company. If the Client is unable to sign a time sheet or such a completed deliverable sheet produced for authentication by the Contractor because the Client disputes the hours or completed deliverables claimed, the Client shall inform the Company as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with the Company to enable the Company to establish what hours or completed deliverables, if any, were carried out by the Contractor. Failure to sign the time sheet or completed deliverable sheet does not absolve the Client of its obligation to pay the Fee;
      2. it is acknowledged that the Client shall not decline to sign a time sheet or completed deliverable sheet on the basis that it is dissatisfied with the work performed by the Contractor (unless the deliverable was not completed); and
      3. the Fee is payable immediately on receipt of the Company’s invoice and in any event within 7 days of receipt.
    2. Whilst every effort is made by the Company to provide appropriate Contractors to the Client, the parties agree that the Company is not liable for any loss, expense, damage, cost or delay arising from the failure to provide a Contractor for all or part of the period of any Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Contractor during the Assignment or if the Contractor terminates the Assignment for any reason. For the avoidance of doubt, the Company does not exclude liability for death or personal injury arising from its own negligence.
  6. Liability and Indemnity
    1. In addition to terms set out in the main body of this agreement and above in this schedule, the Company shall not be liable under this schedule under any circumstances for any losses, expenses, damages, costs or delay of any nature (whether direct, indirect, consequential or otherwise) arising from or connected in any way with: (i) the Company seeking Contractors for the Client in accordance with this agreement; or (ii) the Company’s failure to supply any Contractors; or (iii) the supply of any Contractor to the Client; or (iv) the Client’s disclosure to any Third Party of information relating to any Contractor.
    2. In addition to terms set out in the main body of this agreement, the Client will fully indemnify and keep fully indemnified the Company against all claims, liabilities and costs (including without limitation reasonable legal and other professional costs) incurred by the Company arising out of or in connection with this schedule, including but not limited to as a result of: (i) any act or omission of the Client (including but not limited to failure to provide any relevant information relating to the role); (ii) any breach of these terms in this schedule by the Client or its employees, officers, agents or representatives; (iii) any unauthorised disclosure by the Client to a Third Party of any information relating to a Contractor; and/or (iv) any breach by the Client or a Third Party (to the extent that such breach is relevant to the Client) of any applicable law.
  7. Definitions
    1. In this schedule the following definitions apply (in addition to any explained in the main body of this agreement), and the plural of any such terms shall be construed as such:

Conduct Regulations 2003” means The Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended).

Direct Engagement” means the engagement, employment or use of a Contractor (or any of the Contractor’s staff who perform services on any Assignment in connection with this agreement) by the Client or by any Third Party to whom or to which the Contractor was introduced or supplied by the Client (whether with or without the Company’s knowledge or consent) on a permanent, temporary, self-employed or freelance basis, howsoever engaged (whether directly or indirectly). For the avoidance of doubt, Direct Engagements only apply to those situations where the Company is not supplying the Contractor as part of that engagement and instead the Client or Third Party makes their own contractual arrangements for work or services direct with the Contractor (or any of the Contractor’s staff who perform services on any Assignment in connection with this agreement). “Directly Engages” shall be construed accordingly.

"Relevant Period” means any period prior to six months after the end of the most recent Assignment or within six months of any provision of information by the Company about the Contractor (or its usual staff) to the Client if there was no Assignment, subject to such period being reduced as applicable in order for the provisions of clause 3 to comply with Regulation 10 of the Conduct Regulations 2003 where there has been no Valid Opt Out.

Third Party” means any company, partnership, firm, person or other entity who or which is not the Client, including any subsidiary or associated companies of the Client (as defined in section 1159 of the Companies Act 2006 and section 416 of the Income and Corporation Taxes Act 1988).

"Valid Opt-Out" means written notification from a Contractor and the individual provided by that Contractor in accordance with regulation 32(9) of the Conduct Regulations 2003.