Business Terms & Conditions

1.1 This Agreement is accepted by the Client with effect from the date that the name of the Temporary Person has been notified to the Client by the Recruitment Business

1.2 The Placement shall commence at the start of the first day on which the Temporary Person provides the Services to the Client

2.1 The Client agrees to pay the hourly charge, plus VAT, in respect of each hour worked by the Temporary Person, as advised by the Recruitment Business to the Client prior to the Placement. Full particulars of hourly charge out rates for Temporary Persons are set out in the Appendix

2.2 In addition to the hourly charge other expenses may be agreed from time to time between the Recruitment Business and the Client. Such expenses shall be itemised on the relevant invoice and charged, with VAT (where chargeable), to the Client

2.3 Invoices, accompanied by copies of any available supporting timesheets, shall be sent to the Client once a week. Invoiced charges are payable by the Client to the Recruitment Business within fourteen days of receipt by the Client of an invoice. Payment by the Client shall constitute acceptance of the level of the charges and the accuracy of any accompanying copy timesheets

2.4 It is acknowledged that where there is a supply of PAYE workers, the invoiced charges will incorporate a figure for employers national insurance and holiday pay which shall be calculated at the statutory rate from time to time in place. Any subsequent statutory adjustments shall adjust the hourly charge accordingly

3.1 A placement fee ("Placement Fee") shall be payable by the Client to the Recruitment Business if the Client:

3.1.1 Engages the Temporary Person (other than pursuant to this Agreement); or

3.1.2 Introduces the Temporary Person to any other person, subsequent to which the Temporary Person’s services are used by that person or a person associated with that person (other than pursuant to this Agreement, or an equivalent agreement between the Recruitment Business and that person), in each case:
a. within the later period of (i) eight weeks following the termination of the assignment or (ii) fourteen weeks following the commencement of the assignment; or
b. at any time prior to the commencement of the assignment following an introduction and within a period of twelve months from the date of an introduction specifically where there has been no engagement of the Temporary Person through the Recruitment Business.
The Placement Fee shall be calculated in accordance with clause 3.2 below and shall be payable within 14 days of receipt by the Client from the Recruitment Business of the relevant invoice

3.2 The Placement Fee shall be a percentage (as set out at clause 3.3 below) of the gross remuneration payable to the Temporary Person in respect of the provision of his or her services in the circumstances contemplated by clause 3.1 above, subject to a minimum of £2,000 (plus VAT). "Gross Remuneration" shall mean:
3.2.1 either the first year’s equivalent annualised remuneration, including (without limitation) any bonuses/incentives, car allowances and any guaranteed payments to which the Temporary Person may be entitled. (Any car provided to the Contractor will be assessed as remuneration at the rate of £5,000 p.a. (plus VAT)), where a placement is part-time the salary will be equated to the full-time equivalent and the fee shall be levied on that salary; or
3.2.2 where the amount of the gross remuneration is not readily ascertainable by using the method set out above, it will be calculated as a multiple of 1800 times the hourly charge (plus VAT, where applicable) at which the Temporary Person was last supplied to the Client by the Recruitment Business

3.3 For the purpose of clause 3.2 above, the percentage will be as follows:

• where the gross remuneration is £0 - £19,999: 18%
• where the gross remuneration is £20,000 - £29,999: 20%
• where the gross remuneration is £30,000 and £39,999: 25%
• where the gross remuneration is £40,000 and above: 30%
• VAT will be charged in addition to the above fees

3.4 There shall be no refund or rebate of the Placement Fee if the engagement pursuant to clause 3.1 is subsequently terminated, for whatever reason

4.1 The Client agrees to provide to the Recruitment Business sufficient information to enable the Recruitment Business to confirm the suitability of the Temporary Person for the Placement. In this regard, the Client agrees to provide at least the following information: 4.1.1 The duration of the Placement;
4.1.2 The nature of the business and the position, the type of work the Temporary Person would be required to do, the location at which and the hours during which he or she would be required to work;
4.1.3 Any risks to health or safety relevant to the Placement and known to the Client, and what steps the Client has taken to prevent or control such risks and by instructing the Recruitment Business to provide the Temporary Person, the Client confirms that it has carried out a thorough risk assessment of the place(s) of work relating to the Placement unless it has otherwise notified the Recruitment Business; and
4.1.4 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 Temporary Person to possess in order to work in the position, and any expenses payable by or to the Temporary Person

4.2 The Client agrees to notify the Recruitment Business of the above information: 4.2.1 in good time before the commencement of the Placement; and
4.2.2 without delay during the Placement, where appropriate (for example, in the light of a change of circumstances)

4.3 Subject to confirmation from the Client to the Recruitment Business of all the information referred to in this clause 5, the Recruitment Business shall take reasonably practicable steps to ensure that the Temporary Person is aware of all applicable requirements for the Placement including any changes thereto

5.1 Save as in the event of the Recruitment Business’ own negligence in the performance of the Services for which the Recruitment Business hereby indemnifies the Client, neither the Recruitment Business nor its staff shall be liable for any loss or damage caused to the Client, their staff or their property or to any third party as a result of a Placement of, or failure to place, a Temporary Person or the supply of, or failure to supply, a Temporary Person (including, for the avoidance of doubt, any acts or omissions of the Temporary Person placed or supplied). This indemnity is enforceable (subject to a proportional reduction) in the event of contributory fault on the part of the Client

5.2 Nothing in this Agreement shall limit or exclude either party’s liability in respect of fraud, death or personal injury arising out of any breach of this Agreement, in tort or however so arising

5.3 The Recruitment Business will take out and maintain throughout the Services, Public Liability insurance, Employer’s Liability Insurance and Professional Indemnity insurance

5.4 Subject to clause 5.2, neither party shall be liable to the other for any of the following types of loss or damage arising under or in relation to this Agreement 5.4.1 Any loss of profits, business, contracts, anticipated savings, goodwill, or revenue; or
5.4.2 Any indirect or consequential loss or damage whatsoever, even if that party was advised in advance of the possibility of such loss or damage

5.5 Subject to clause 5.2, the entire liability of the Recruitment Business under or in connection with this Agreement is limited, in aggregate and in any 12-month rolling period, to either: 5.5.1 2 (two) times the total monies paid under this Agreement; or
5.5.2 such sums as are recoverable under the insurance stipulated in clause 5.3 above

5.7 The Recruitment Business will comply with the terms of the Agency Workers Regulations 2010, however it relies upon the Client to provide the Recruitment Business with all of the terms applicable to the employment of an equivalent permanent employee. The Regulations mandate that an employee with 12 (twelve) weeks continuous service, is entitled to receive the same basic working and employment conditions of a permanent employee, subject to consideration of qualifications, skills and experience as appropriate. The Client has a duty to provide the Recruitment Business with the relevant employment terms and will fully indemnify the Recruitment Business against any claims made against it, for any breach of this requirement.

6.1 The Placement of a Temporary Worker is terminable by the Client serving written notice to the Recruitment Business for a period of either (i) seven days; or (ii) for the notice period set out in the Appendix, whichever is the later date.

7.1 If the Services provided through the Temporary Person are established by the parties to be unsatisfactory, the Recruitment Business shall reduce or cancel the hourly charge provided that notification by the Client to the Recruitment Business (confirmed in writing within five days) is received within six hours of the Temporary Person commencing the Placement

7.2 In the circumstances set out in clause 7.1 above, the Recruitment Business shall have the right to replace a Temporary Person with another individual to provide the Services

8.1 The Temporary Person is deemed to be under the supervision, direction and control of the Client from the time he/she reports to take up duties and for the duration of the Placement

8.2 The client agrees to be responsible for all acts, errors or omissions of the Temporary Person, whether wilful, negligent or otherwise, as though the Temporary Person was an employee of the Client. The Client will also comply in all respects in relation to the Temporary Person with all statutes (including, for the avoidance of doubt, the Working Time Regulations 1998), by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the Client’s own staff or to which it would be subject if the Temporary Person were an employee of the Client (save for PAYE and employers national insurance). This includes in particular the provision of adequate employer’s and public liability insurance cover for the Temporary Person during the Placement, and full compliance with all applicable health and safety obligations. The Client shall not bring, or seek to bring, any claim (including any claimed right of set-off) against the Recruitment Business in respect of any matter for which it agrees to assume liability in this clause 8.2

8.3 Where the Client requires or may require the services of a Temporary Person for more than 48 hours in any week, the Client must notify the Recruitment Business of this requirement before the commencement of that week

9.1 Both parties shall keep confidential all information connected with the other party or which comes to the other party’s knowledge under or as a result of the Assignment and shall not disclose it to any third party or use it other than for performance of the Contract. Exceptions to this provision are: 9.1.1 with the prior written agreement of the party whose Confidential Information is to be disclosed; or 9.1.2 by requirement of law

9.2 All confidential information which has been supplied to the Recruitment Business by the Client is for the purposes of carrying out the Services and for no other reason

9.3 The Recruitment Business shall use reasonable endeavours to ensure that the Temporary Worker shall destroy all such confidential information, or return all such confidential information, at the termination of the Placement

10.1 The Client shall indemnify and keep indemnified the Recruitment Business against any costs, claims or liabilities incurred directly or indirectly by the Recruitment Business arising out of or in connection with any Placement including (without limitation) as a result of: 10.1.1 any breach of this Agreement by the Client; and 10.1.2 any breach by the Client or any associated company of the Client, or any of its or their employees or agents, of any applicable statutory provisions; and 10.1.3 any matter in respect of which the Client has agreed to take responsibility in clause 9.2 above

This Agreement, together with the details provided in the the Appendix, constitutes the entire and only legally binding agreement between the parties relating to the Placement, and replaces any previous agreements or arrangements. No variation to these terms on behalf of the Recruitment Business can be made otherwise than in writing signed by a director of the Recruitment Business

Any failure by the Recruitment Business to enforce at any particular time any one or more of the terms of this Agreement shall not be deemed a waiver of such rights or of the right to subsequently enforce the terms of this Agreement

Headings contained in this Agreement are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate

If any provision, clause or part-clause of this Agreement is held to be invalid, void, illegal or otherwise unenforceable by judicial body, the remaining provisions of this Agreement shall remain in full force and effect to the extent permitted by law

The Recruitment Business shall have no liability for any delay or failure in performance of its obligations to the Client where this arises from matters outside its reasonable control

No provision of this Agreement shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999 (“the Act”). This does not, however, affect any right or remedy of a third party that exists or is available independently of the Act

The Recruitment Business may charge interest on all overdue debts under this Agreement at the rate of 2% per month

This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts

Nothing in this Agreement shall give rise to an employment relationship between the Temporary Person and either the Recruitment Business or the Client