Address: Medical Staffing
Jansel House
Hitchin Road
Luton
LU2 7XH



Telephone:

24 hrs Tel: 01582 394 800

Primary Care Nurses: 01582 394 880

Primary Care GPs: 01582 394 810

Acute Care Nurses: 03333 052 750

Terms and Conditions

Self Employed Contractors

1. THE PARTIES

1.1. The Self Employed Contractor and save where otherwise indicated, includes any third party to whom the provision of consultancy services is assigned or sub-contracted with the prior approval of the Client) (“THE CONSULTANCY”).

1.2. MEDICAL STAFFING LIMITED (registered company no. 06750180) of JANSEL HOUSE, HITCHIN ROAD, LUTON, LU2 7XH (“the Employment Business”).

2. RECITALS

2.1. The Consultancy carries on the business of the provision of consultancy services and has agreed to provide those services to clients of the Employment Business (“the Consultancy Services”).

2.2. The Employment Business has requested the Consultancy and the Consultancy has agreed with the Employment Business, to supply the Consultancy Services to the Client on the terms and subject to the terms of this Agreement.

2.3. IT IS AGREED as follows:

3. DEFINITIONS AND INTERPRETATION

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

3.2. “Assignment Details Form” - means the assignment details set out in writing prior to the commencement of the Assignment;

3.3. “AWR” - means the Agency Workers Regulations 2010 and/or the Agency Workers (Northern Ireland) Regulations 2011;

3.4. “Client” - means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) requiring the Consultancy Services and identified in the attached Assignment Details Form;

3.5. “Companies Acts” - means the Companies Acts 1985, 1989 and 2006;

3.6. “Conduct Regulations” - means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and/or the Conduct of Employment Agencies and Employment Businesses Regulations (Northern Ireland) 2005;

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

3.8. “Consultancy Fees” - means the fees set out in the Assignment Details Form. For the avoidance of doubt, the Consultancy Fees include the agreed fees for the Consultancy Services, any expenses or disbursements authorised by the Client and VAT charged at the applicable rate;

3.9. “Consultancy Staff” - means such of the Consultancy’s employees, workers, officers, or representatives provided to perform the Consultancy Services (and, save where otherwise indicated, includes any officer, employee, worker or representative of any third party to whom the provision of the Consultancy Services is assigned or sub-contracted with the prior approval of the Client);

3.10. “Data Protection Laws” - means the Data Protection Act 1998, the General Data Protection Regulation (EU 2016/679) and any applicable statutory or regulatory provisions in force from time to time relating to the protection and transfer of personal data;

3.11. “FOIA” - means the Freedom of Information Act 2000 or the Freedom of Information (Scotland) Act 2002

3.12. “Inside IR35” - means an Assignment which meets the provisions of Section 61M ITEPA;

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

3.14. “IR35 Legislation” - means Chapter 8 of Part 2 ITEPA and the Social Security Contributions (Intermediaries) Regulations 2000 or the Social Security Contributions (Intermediaries) (Northern Ireland) Regulations 2000;

3.15. “IR35 Status Decision” - means the Client’s decision on the application of the Intermediaries Legislation to the Assignment in accordance with Section 61T ITEPA, to be provided in writing to the Employment Business;

3.16. “ITEPA” - means the Income Tax (Earnings and Pensions) Act 2003;

3.17. “Losses” - means all losses, liabilities, damages, costs, expenses, fines, penalties or interest, 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; and "Loss" shall be construed accordingly

3.18. “Minimum Rate” - means £x per hour/per day being the minimum rate of pay that the Employment Business reasonably expects to achieve, for all hours worked by the Consultancy;

3.19. “MSC Legislation” - means section Chapter 9 of Part 2 of ITEPA;

3.20. “NICs Legislation” - means the Social Security (Categorisation of Earners) Regulations 1978 or [the Social Security (Categorisation of Earners) (Northern Ireland) Regulations 1978];

3.21. “Outside IR35” - means an Assignment which does not meet the provisions of Section 61M ITEPA;

3.22. “Period of Extended Hire” - means any additional period that the Client wishes the Consultancy to be supplied for beyond the duration of the original assignment or series of assignments as an alternative to paying a Transfer Fee;

3.23. “Public Authority” - means (a) as defined in the Freedom of Information Act 2000 or the Freedom of Information (Scotland) Act 2002 and (b) as further defined in Section 61L ITEPA;

3.24. “Relevant Period” - means whichever ends the later of (a) the period of 8 weeks commencing on the day after the last day on which the Consultancy worked for the Client having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the first day on which the Consultancy worked for the Client having been supplied by Employment Business or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment; [see Note 10]

3.25. “Reporting Requirements” - means the requirements of the Income Tax (Pay as you Earn) (Amendment No. 2) Regulations 2015;

3.26. “Specified Intermediary” - means the party required to submit the report to HMRC in compliance with the Reporting Requirements;

3.27. “Transfer Fee” - means a fee payable by the Client to the Employment Business if the Client or any third party wishes to Engage the Consultancy or Consultancy Staff permitted under Regulation 10 of the Conduct Regulations;

3.28. “Transparency Regulations” - means the Modern Slavery Act 2015 (Transparency in Supply Chains) Regulations 2015;

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

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

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

4. THE AGREEMENT

4.1. This Agreement together with the Assignment Details Form (“the Agreement”) constitutes the entire agreement between the Employment Business and the Consultancy and governs the Assignment undertaken by the Consultancy with the Client. This Agreement shall prevail over any terms put forward by the Consultancy.

4.2. The Consultancy is engaged on a contract for services by the Employment Business on the terms set out in this Agreement. For the avoidance of doubt this Agreement shall not be construed as a contract of employment between any Consultancy Staff or any representative of the Consultancy supplied to carry out the Assignment and either the Employment Business or the Client and any of the liabilities of an employer arising out of the Assignment shall be the liabilities of the Consultancy.

4.3. No variation or alteration to this Agreement shall be valid unless the details of such variation are agreed between the Employment Business and the Consultancy and set out in writing and a copy of the varied Agreement is given to the Consultancy no later than 5 business days following the day on which the variation was made stating the date on or after which such varied Agreement shall apply.

4.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973 or in the Employment (Miscellaneous Provisions) (Northern Ireland) Order 1981) when introducing or supplying the Consultancy for Assignments with its Clients.

5. RELATIONSHIP BETWEEN THE EMPLOYMENT BUSINESS AND THE CONSULTANCY AND BETWEEN THE CLIENT AND THE CONSULTANCY

5.1. The Employment Business is not obliged to offer Assignments to the Consultancy and the Consultancy is not obliged to accept any Assignment. Both parties acknowledge that there is no intention to create mutuality of obligation during any Assignment or between Assignments.

5.2. The Consultancy acknowledges to the Employment Business that its services are supplied to the Employment Business as an independent contractor and that accordingly the responsibility of complying with all statutory and legal requirements relating to the Consultancy Staff (including but not limited to matters of taxation and compliance with the immigration laws applicable to the jurisdiction in which the Consultancy Services are provided) shall fall upon and be discharged wholly and exclusively by the Consultancy.

5.3. Nothing in this Agreement shall render any member of the Consultancy Staff an employee or worker of either the Employment Business or the Client. The Consultancy shall ensure that none of the Consultancy Staff holds themselves out as an employee or worker of either the Employment Business or the Client. In the event that any person should seek to establish any liability or obligation upon the Employment Business on the grounds that the Consultancy Staff are an employee or worker of the Employment Business or the Client, the Consultancy shall upon demand indemnify the Employment Business and/or the Client and keep them indemnified in respect of any such liability or obligation and any related Losses which the Employment Business or Client shall incur.

5.4. The Consultancy acknowledges that no member of the Consultancy Staff is an agency worker as defined under the AWR and that the AWR do not apply in relation to this Agreement or any Assignment under this Agreement. The Consultancy shall indemnify and keep indemnified the Employment Business (or, as the case may be, the Client) against any Losses the Employment Business (or the Client) may suffer or incur as a result of any claim made by or on behalf of any member of the Consultancy Staff under the AWR.

5.5. If before or during an Assignment or during the Relevant Period, the Client wishes to Engage the Consultancy or any Consultancy Staff directly or through another employment business, the Consultancy acknowledges that the Employment Business will be entitled either to charge the Client a Transfer Fee or to agree to a Period of Extended Hire with the Client at the end of which the Consultancy or the Consultancy Staff (as appropriate) may be Engaged directly by the Client or through another employment business without further charge to the Client. In addition, the Employment Business will be entitled to charge a Transfer Fee to the Client if the Client introduces the Consultancy or any Consultancy Staff to a third party (other than another employment business) who subsequently Engages the Consultancy or any Consultancy Staff before or during an Assignment or within the Relevant Period.

5.6. The Consultancy shall provide the Consultancy Services and subject to the prior written approval of the Client (which will not be unreasonably withheld or delayed) shall be entitled to assign or sub-contract the performance of the Consultancy Services provided that the Employment Business and the Client are reasonably satisfied that the assignee or sub-contractor has the required skills, qualifications, resources and personnel to provide the Consultancy Services to the required standard and that the terms of any such assignment or sub-contract contain the same acknowledgements under and obligations imposed by this Agreement.

5.7. Save as otherwise stated in this Agreement, the Consultancy shall be entitled to supply its services to any third party during the term of this Agreement provided that this in no way conflicts with or is to the detriment of the supply of its services to the Client or amounts to a breach of this Agreement.

Application of the Intermediaries Legislation to this Agreement:

5.8. The Consultancy acknowledges that the client is a Public Authority.

5.9. Neither the Consultancy nor the Consultancy Staff work under (or subject to the right of) supervision, direction or control by any person as to the manner in which they provide the Consultancy Services. Accordingly, the Consultancy shall be permitted to determine how it will provide the Consultancy Services and, subject to complying with any reasonable operational requirements of the Client, will have the flexibility to determine the number of hours required to provide, and the times during which it will provide, the Consultancy Services. The Consultancy will be at liberty to determine the location at which the Consultancy Services will be provided, but where the Consultancy Services are undertaken at the Client’s site, the Consultancy will comply with any reasonable requirements relating to working hours, and any other operational requirements in relation to that site.

6. WARRANTIES PROVIDED BY THE CONSULTANCY

6.1. The Consultancy warrants to the Employment Business that:

6.1.1. by entering into and performing its obligations under this Agreement it will not thereby be in breach of any obligation which it owes to any third party;

6.1.2. the Consultancy Staff have the necessary skills and qualifications to perform the Consultancy Services;

6.1.3. the Consultancy and the Consultancy Staff providing the Consultancy Services have not opted out of the Conduct Regulations and that the Consultancy will only supply Consultancy Staff to perform the Consultancy Services who have not opted out of the Conduct Regulations; and further that any person to whom the performance of the Consultancy Services is assigned or sub-contracted has not opted out of the Conduct Regulations;

6.1.4. the Consultancy is a personal service company, but it is not a “managed service company” as defined in either section 61B or section 339A of ITEPA and that it is compliant in all respects with ITEPA (including specifically both the IR35 Legislation and the MSC Legislation) and the NICs Legislation;

6.1.5. the Consultancy is incorporated in the UK and that all directors are resident in the UK for tax purposes;

6.1.6. the Consultancy will pay the Consultancy Staff only into a nominated UK bank account in the individuals name;

6.1.7. all information the Consultancy provides to the Employment Business in order to comply with the Reporting Requirements and clauses 7.1.11 and 7.1.13 is complete and accurate;

6.1.8. the Consultancy and the Consultancy Staff will comply with the Data Protection Laws.

6.2. The Consultancy shall procure that the Consultancy Staff, any sub-contractor or assignee performing the Consultancy Services warrant that they are not and do not operate as “managed service companies” as defined in section 61B and section 339A of ITEPA but that they are personal service companies which are compliant in all respects with ITEPA (including specifically the IR35 Legislation and the MSC Legislation) and the NICs legislation.

6.3. Further to clause 5.9, the Consultancy warrants that the Consultancy Staff do not work under (or are not subject to the right of) supervision, direction or control of any person as to the manner in which they provide the Consultancy Services. The Consultancy further warrants that it shall advise the Employment Business in writing immediately that the Consultancy Staff work under (or subject to the right of) supervision, direction or control of any person.

7. THE CONSULTANCY’S OBLIGATIONS

7.1. The Consultancy agrees on its own part and on behalf of the Consultancy Staff as follows:

7.1.1. to observe any relevant rules and regulations of the Client’s establishment or the premises where the Consultancy Services are being performed to which attention has been drawn or which the Consultancy might reasonably be expected to ascertain; including but not limited to those relating to health and safety to the extent that they are reasonably applicable to the Consultancy and the Consultancy Staff;

7.1.2. to take all reasonable steps to safeguard its own safety, the safety of the Consultancy Staff and the safety of any other person who may be affected by actions of the Consultancy Staff whilst on the Assignment;

7.1.3. to comply with the Data Protection Laws in respect of any personal data which the Consultancy is granted access to for the purpose of or by reason of the performance of the Consultancy Services;

7.1.4. not at any time to divulge to any person, nor use for its own or any other person’s benefit, any Confidential Information relating to the Client’s or the Employment Business’s employees, business affairs, transactions or finances;

7.1.5. not to engage in any conduct detrimental to the interests of the Employment Business and/or the Client which includes any conduct which could bring the Employment Business and/or the Client into disrepute and/or which results in the loss of custom or business for the Employment Business and/or the Client;

7.1.6. not to commit any act or omission constituting unlawful discrimination against or harassment of any member of the Employment Business’s or the Client's staff;

7.1.7. not to sub-contract or assign to any third party any of the Consultancy Services which it is required to perform under the Assignment except in accordance with clause 5.6;

7.1.8. to provide the Client and/or the Employment Business with any progress reports as may be requested from time to time;

7.1.9. to notify the Employment Business forthwith in writing if it should become insolvent or if any of the circumstances set out in clauses 11.2.5 to 11.2.7 apply;

7.1.10. to comply with all relevant legal obligations, including but not limited to ITEPA, the NICs Legislation, VAT legislation and the Companies Acts and all statutory obligations;

7.1.11. to provide the Employment Business with all such information it may require to comply with (a) the Reporting Requirements where it is the Specified Intermediary or (b) any contractual obligations the Employment Business has to provide information to the Specified Intermediary (where it is a party other than the Employment Business) to enable the Specified Intermediary to comply with its Reporting Requirements;

7.1.12. to provide the Employment Business on request, with any information required to comply with Transparency Regulations;

7.1.13. to notify the Employment Business in writing immediately if it becomes subject to a HMRC investigation or compliance activity including but not limited to any of ITEPA, the NICs legislation or VAT legislation;

7.1.14. to update the Employment Business promptly where any of the information required under clauses 7.1.11 to 7.1.13 changes; and

7.1.15. to provide at its own cost, subject to any agreement to the contrary specified in the Assignment Details Form all such necessary equipment as is reasonable for the adequate performance by the Consultancy Staff of the Consultancy Services.

7.2. If the Consultancy is unable for any reason to provide the Consultancy Services during the Assignment, the Consultancy should inform the Employment Business as soon as is reasonably practicable but, in any event, no later than 1 hour after it becomes aware of any event which renders it unable to provide the Consultancy Services so as to enable the Employment Business to discharge its obligations to the Client.

7.3. If, either before or during an Assignment, the Consultancy becomes aware of any reason why it or the Consultancy Staff may not be suitable for an Assignment, the Consultancy shall notify the Employment Business without delay.

7.4. The Consultancy acknowledges that any breach of its obligations set out in this clause may cause the Employment Business to suffer Loss and that the Employment Business reserves the right to recover such Losses from the Consultancy.

8. THE EMPLOYMENT BUSINESS’S OBLIGATIONS

8.1. Throughout the term of this Agreement the Employment Business shall pay the Consultancy the at least the Minimum Rate in accordance with clause 10.1 below.

8.2. The Employment Business shall provide the Consultancy with the following information:

8.2.1. the identity of the Client, and if applicable the nature of their business;

8.2.2. the date the Assignment is to commence and the duration or likely duration of the work;

8.2.3. the type of work, location and hours during which the Consultancy would be required to work;

8.2.4. the Consultancy Fees that will be paid and any expenses payable by or to the Consultancy;

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

8.2.6. what experience, training, qualifications and any authorisation required by law or a professional body the Client considers necessary or which are required by law to work in the Assignment.

8.3. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any Public or Bank Holiday) following save where:

8.3.1. the Consultancy is being offered an Assignment in the same position as one in which the Consultancy had previously been supplied within the previous 5 business days and remains unchanged and such information has already been given to the Consultancy; or

8.3.2. subject to clause 8.4, the Assignment is intended to last for 5 consecutive business days or less and such information has previously been given to the Consultancy before and remains unchanged, the Employment Business needs only to provide written confirmation of the identity of the Client and the likely duration of the Assignment.

8.4. Where the provisions of clause 8.3.2 are met but the Assignment extends beyond the intended 5 consecutive business day period, the Employment Business shall provide such information set out in clause 8.2 to the Consultancy in paper or electronic form within 8 days of the start of the Assignment.

9. INVOICING

9.1. Upon completion of the Assignment or as may be agreed and specified in the Assignment Details Form at the end of each week of the Assignment the Consultancy shall deliver to the Employment Business its invoice for the Consultancy Fees due from the Employment Business to the Consultancy.

9.2. The Consultancy shall obtain the signature of an authorised representative of the Client as verification of execution of the provision of the Consultancy Services for each of its invoices.

9.3. The Consultancy’s invoice should be received by the Employment Business by no later than 1 week following the week to which it relates. The Consultancy’s invoice should bear the Consultancy’s name, the name of the Consultancy Staff who provided the Consultancy Services to which the invoice relates, the Consultancy’s company registration number and VAT number and should state any VAT due on the invoiced sum.

9.4. Subject to the Consultancy complying with the provisions of this clause 9 the Employment Business shall pay the Consultancy for all hours worked regardless of whether the Employment Business has received payment from the Client for those hours.

9.5. Where the Consultancy fails to submit a properly completed verification of execution of the assignment the Employment Business shall, in a timely fashion, conduct further investigations into the hours claimed by the Consultancy and the reasons that the Consultancy has failed to produce such verification. This may delay any payment due to the Consultancy. The Employment Business shall make no payment to the Consultancy for work not carried out.

10. CONSULTANCY FEES

10.1. Subject to the receipt of the Consultancy’s invoice in accordance with clause 9 above, the Employment Business will pay the Consultancy Fees within 7 days of receipt of the Consultancy’s invoice. The Employment Business shall pay to the Consultancy at least the Minimum Rate for the Consultancy Services performed during the Assignment. The actual rate of pay shall be agreed prior to the commencement of the Assignment and specified in the Assignment Details Form.

10.2. The Consultancy Fees shall be agreed prior to the commencement of the Assignment and shall be specified in the Assignment Details Form.

10.3. The Consultancy shall be responsible for any PAYE income tax and national insurance contributions and any other taxes and deductions payable in respect of the Consultancy Staff for the provision of the Consultancy Services including any social fund contributions payable in any other Member State pursuant to a valid A1, E101 or E102 certificate issued to any of the Consultancy Staff.

10.4. The Employment Business will pay the Consultancy Fees to the Consultancy and not to any third party or member of the Consultancy Staff or any sub-contractor or assignee. The Employment Business will pay the Consultancy Fees into a UK business bank account only.

10.5. The Employment Business shall not be obliged to pay the Consultancy for any periods during which the Consultancy Services are not provided, whether this is due to the Consultancy being unable to provide the Consultancy Services or where the Client does not require the Consultancy Services or otherwise in respect of holidays, illness or absence of the Consultancy Staff.

10.6. The Consultancy shall bear the cost of any training which the Consultancy Staff may require in order to perform the Consultancy Services.

11. TERM AND TERMINATION

11.1. This Agreement shall commence on the date set out in the Assignment Details Form and shall continue until completion of the Consultancy Services to the reasonable satisfaction of the Client at which time this Agreement shall expire automatically unless previously terminated by either the Employment Business or the Consultancy giving the other party the period of notice specified in the attached Assignment Details Form.

11.2. Notwithstanding clauses 11.1 and 11.3 of this Agreement, the Employment Business may without notice and without liability instruct the Consultancy to cease work on the Assignment at any time, where:

11.2.1. the Consultancy has acted in breach of the rules and regulations applicable to third parties providing services to the Client; or

11.2.2. the Consultancy has committed any serious or persistent breach of any of its obligations under this Agreement; or

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

11.2.4. the Client is dissatisfied with the Consultancy’s provision of the Consultancy Services and has terminated the Assignment; or

11.2.5. either the Client or the Consultancy 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

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

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

11.2.8. the Employment Business suspects or has notice that that the Consultancy has not complied with any of the requirements of ITEPA, the NICs legislation or VAT requirements; or

11.2.9. the Employment Business know or suspects, that the circumstances of the Assignment have or will change with the effect that the Assignment ceases to be an Outside IR35 assignment; or

11.2.10. any member of the Consultancy Staff is suspected of any fraud, dishonesty or serious misconduct; or

11.2.11. the Consultancy is unable to perform the Consultancy Services for [2 days] or more; or

11.2.12. the Employment Business knows or suspects that the Consultancy or the Consultancy Staff work under (or subject to the right of) supervision, direction or control of any person as to the manner in which they provide the Consultancy Services, in breach of this agreement; or

11.2.13. either of the Client or the Consultancy fails to provide accurate and sufficient evidence that neither the Consultancy nor the Consultancy Staff work under (or subject to the right of) supervision, direction or control of any person as to the manner in which they provide the Consultancy Services; or

11.2.14. the Consultancy fails to comply with clause 15.3; or

11.2.15. the Employment Business knows or suspects that either the Consultancy or the Consultancy Staff have breached the Data Protection Laws.

11.3. The Consultancy acknowledges that the continuation of the Assignment is subject to and conditioned by the continuation of the contract entered into between the Employment Business and the Client. In the event that the contract between the Employment Business and the Client is terminated for any reason the Assignment shall cease with immediate effect without liability to the Consultancy.

11.4. Failure by the Consultancy to give notice of termination as required in the Assignment Details Form shall constitute a breach of contract and shall entitle the Employment Business to claim damages from the Consultancy for any resulting Losses suffered by the Employment Business.

12. INTELLECTUAL PROPERTY RIGHTS

12.1. The Consultancy acknowledges that all copyright, trademarks, patents and other intellectual property rights deriving from the Consultancy Services carried out by the Consultancy and the Consultancy Staff and any third party to whom this Agreement is assigned or sub-contracted for the Client during the Assignment shall belong to the Client, save such rights as may be expressly owned or retained by the Consultancy and set out in the Assignment Details Form. Accordingly, the Consultancy shall (and shall procure that any relevant member of the Consultancy Staff shall) execute all such documents and do all such acts as the Employment Business shall from time to time require in order to give effect to its rights pursuant to this clause.

13. CONFIDENTIALITY

13.1. In order to protect the confidentiality and trade secrets of any Client and/or of the Employment Business without prejudice to every other duty to keep secret all information given to it or gained in confidence the Consultancy agrees on its own part and on behalf of the Consultancy Staff as follows:

13.1.1. not at any time whether during or after the Assignment (unless expressly so authorised by the Client or the Employment Business as a necessary part of the performance of its duties) to disclose to any person or to make use of any of the trade secrets or Confidential Information of the Client or the Employment Business with the exception of information already in the public domain;

13.1.2. to deliver up to the Client or the Employment Business (as directed) at the end of the Assignment all documents and other materials belonging to the Client (and all copies) which are in its possession including documents and other materials created by it or the Consultancy Staff during the course of the Assignment;

13.1.3. not at any time to make any copy, abstract, summary or précis of the whole or any part of any document or other material belonging to the Client except when required to do so in the course of its duties under the Assignment in which event any such item shall belong to the Client or the Employment Business as appropriate.

14. COMPUTER EQUIPMENT WARRANTY

14.1. The Consultancy shall ensure that any computer equipment and associated software which it provides to the Consultancy Staff for the purpose of providing the Consultancy Services contains anti-virus protection with the latest released upgrade from time to time.

15. CONTRACT MONITORING AND AUDITS

15.1. The Employment Business reserves the right to audit the Consultancy on an annual basis to ensure compliance with this Agreement and all statutory requirements in relation to all Consultancy Staff supplied to provide the Consultancy Services including in particular but not limited to ITEPA and the NICs legislation. The Employment Business will give the Consultancy 14 days’ notice of such audit.

15.2. To assist the Employment Business in its audit the Consultancy will:

15.2.1. maintain such records as are necessary to comply with this Agreement and all statutory requirements in relation to all Consultancy Staff supplied to provide the Consultancy Services and will provide copies of the same to the Employment Business on request.

15.2.2. provide the Employment Business with access to its premises and all records relating to all Consultancy Staff supplied to provide the Consultancy Services.

15.2.3. If having conducted an audit, the Employment Business requires the Consultancy to take any action the Consultancy shall take such action within the time period specified in writing by the Employment Business. If the Consultancy fails to take such action or to rectify the matter to the Employment Business’s satisfaction, the Employment Business can terminate this Agreement in accordance with clause 11.

16. LIABILITY

16.1. The Consultancy shall:

16.1.1. be liable for any and all Losses or injury to any party resulting from the deliberate and/or negligent acts or omissions of the Consultancy or Consultancy Staff during an Assignment, or for the acts or omissions of any assignee or sub-contractor to whom the Consultancy assigns or sub-contracts the performance of the Consultancy Services, during an Assignment;

16.1.2. obtain adequate employer’s liability insurance, public liability insurance, professional indemnity insurance and any other suitable policies of insurance as may be required from time to time as set out in the Assignment Details Form in respect of the Consultancy and the Consultancy Staff. The Consultancy shall maintain such insurances for the duration of the Assignment and following termination of the Assignment for the period specified. The Consultancy shall make a copy of the policy available to the Employment Business upon request;

16.1.3. be liable for any defects arising in relation to the Consultancy Services and shall rectify at its own cost such defects as may be capable of remedy within a reasonable period from notification of such defects by either the Employment Business or the Client; and

16.1.4. for any breaches of the Data Protection Laws by the Consultancy or the Consultancy Staff.

16.2. For the avoidance of doubt, the Employment Business will not be liable to any of the Consultancy or the Consultancy Staff for any Losses they may incur as a result of the Client’s IR35 Status Decision.

17. INDEMNITY

17.1. Save to the extent any such Losses result solely from any act or omission of the Employment Business or the Client, the Consultancy shall indemnify and keep indemnified the Employment Business against any Losses suffered or incurred by the Employment Business by reason of any proceedings, claims or demands by any third party:

17.1.1. (including specifically, but without limitation, HMRC and any successor, equivalent or related body pursuant to the IR35 Legislation and/or any of the provisions of ITEPA or the NICs Legislation and/or any supporting or consequential secondary legislation relating thereto.

17.1.2. arising out of any non-compliance with, and/ or as a result of any breach of this Agreement or the Data Protection Laws by either the Consultancy or the Consultancy Staff.

18. SEVERABILITY

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

19. NOTICES

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

20. DISCLAIMER

20.1. The Employment Business makes no representation, nor does it accept any responsibility for ensuring that the terms of this contract are an accurate reflection of the relationship between the Client and the Consultancy. Furthermore, the Employment Business accepts no liability to indemnify the Consultancy for any Losses incurred by the Consultancy whether by reason of tax or other statutory or contractual liability to any third party arising from the Assignment.

21. THIRD PARTY RIGHTS

21.1. Save as set out in clause 21.2, none of the provisions of this Agreement is intended to be for the benefit of or enforceable by third parties (other than permitted assignees who shall be entitled to enforce the provisions of this Agreement as if original parties to it) and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

21.2. The Client shall be entitled to rely on and enforce the provisions of clause 5.4 and the indemnities given by the Consultancy in favour of the Client, notwithstanding that the Client is not a party to this Agreement.

22. GOVERNING LAW AND JURISDICTION

22.1. This Agreement shall be construed in accordance with the laws of England & Wales and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of this Agreement shall be subject to the exclusive jurisdiction of the Courts of England & Wales.

Limited Contractors

1. THE PARTIES

1.1. The Limited Company and where otherwise indicated, includes any third party to whom the provision of consultancy services is assigned or sub-contracted with the prior approval of the Client) (“THE CONSULTANCY”).

1.2. MEDICAL STAFFING LIMITED (registered company no. 06750180) of JANSEL HOUSE, HITCHIN ROAD, LUTON, LU2 7XH (“the Employment Business”).

2. RECITALS

2.1. The Consultancy carries on the business of the provision of consultancy services and has agreed to provide the services specified in the attached Assignment Details Form (“the Consultancy Services”).

2.2. The Employment Business has requested the Consultancy and the Consultancy has agreed with the Employment Business, to supply the Consultancy Services to the Client on the terms and subject to the terms of this Agreement.

3. DEFINITIONS AND INTERPRETATION

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

3.2. “Assignment Details Form” - means the assignment details set out in writing prior to the commencement of the Assignment;

3.3. “AWR” - means the Agency Workers Regulations 2010 and/or the Agency Workers (Northern Ireland) Regulations 2011;

3.4. “Client” - means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) requiring the Consultancy Services and identified in the attached Assignment Details Form;

3.5. “Companies Acts” - means the Companies Acts 1985, 1989 and 2006;

3.6. “Conduct Regulations” - means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and/or the Conduct of Employment Agencies and Employment Businesses Regulations (Northern Ireland) 2005;

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

3.8. “Consultancy Fees” - means the fees set out in the Assignment Details Form. For the avoidance of doubt, the Consultancy Fees include the agreed fees for the Consultancy Services, any expenses or disbursements authorised by the Client and VAT charged at the applicable rate;

3.9. “Consultancy Staff” - means such of the Consultancy’s employees, workers, officers, or representatives provided to perform the Consultancy Services (and, save where otherwise indicated, includes any officer, employee, worker or representative of any third party to whom the provision of the Consultancy Services is assigned or sub-contracted with the prior approval of the Client);

3.10. “Data Protection Laws” - means the Data Protection Act 1998, the General Data Protection Regulation (EU 2016/679) and any applicable statutory or regulatory provisions in force from time to time relating to the protection and transfer of personal data;

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

3.12. “IR35 Legislation” - means Chapter 8 of Part 2 ITEPA and the Social Security Contributions (Intermediaries) Regulations 2000 or the Social Security Contributions (Intermediaries) (Northern Ireland) Regulations 2000;

3.13. “ITEPA” - means the Income Tax (Earnings and Pensions) Act 2003;

3.14. “Losses” - means all losses, liabilities, damages, costs, expenses, fines, penalties or interest, 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; and "Loss" shall be construed accordingly

3.15. “Minimum Rate” - means £x per hour being the minimum rate of pay that the Employment Business reasonably expects to achieve, for all hours worked by the Consultancy;

3.16. “MSC Legislation” - means section Chapter 9 of Part 2 of ITEPA;

3.17. “NICs Legislation” - means the Social Security (Categorisation of Earners) Regulations 1978 or [the Social Security (Categorisation of Earners) (Northern Ireland) Regulations 1978];

3.18. “Period of Extended Hire” - means any additional period that the Client wishes the Consultancy to be supplied for beyond the duration of the original assignment or series of assignments as an alternative to paying a Transfer Fee;

3.19. “Public Authority” - means (a) as defined in the Freedom of Information Act 2000 or the Freedom of Information (Scotland) Act 2002 and (b) as further defined in Section 61L ITEPA;

3.20. “Relevant Period” - means whichever ends the later of (a) the period of 8 weeks commencing on the day after the last day on which the Consultancy worked for the Client having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the first day on which the Consultancy worked for the Client having been supplied by Employment Business or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment; [see Note 10]

3.21. “Reporting Requirements” - means the requirements of the Income Tax (Pay as you Earn) (Amendment No. 2) Regulations 2015;

3.22. “Specified Intermediary” - means the party required to submit the report to HMRC in compliance with the Reporting Requirements;

3.23. “Transfer Fee” - means a fee payable by the Client to the Employment Business if the Client or any third party wishes to Engage the Consultancy or Consultancy Staff permitted under Regulation 10 of the Conduct Regulations;

3.24. “Transparency Regulations” - means the Modern Slavery Act 2015 (Transparency in Supply Chains) Regulations 2015;

3.25. “Type of Work” – means the type of work the Consultancy will be supplied into.

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

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

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

4. THE AGREEMENT

4.1. This Agreement together with the Assignment Details Form (“the Agreement”) constitutes the entire agreement between the Employment Business and the Consultancy and governs the Assignment undertaken by the Consultancy with the Client. This Agreement shall prevail over any terms put forward by the Consultancy.

4.2. The Consultancy is engaged on a contract for services by the Employment Business on the terms set out in this Agreement. For the avoidance of doubt this Agreement shall not be construed as a contract of employment between any Consultancy Staff or any representative of the Consultancy supplied to carry out the Assignment and either the Employment Business or the Client and any of the liabilities of an employer arising out of the Assignment shall be the liabilities of the Consultancy.

4.3. No variation or alteration to this Agreement shall be valid unless the details of such variation are agreed between the Employment Business and the Consultancy and set out in writing and a copy of the varied Agreement is given to the Consultancy no later than 5 business days following the day on which the variation was made stating the date on or after which such varied Agreement shall apply.

4.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973 or in the Employment (Miscellaneous Provisions) (Northern Ireland) Order 1981) when introducing or supplying the Consultancy for Assignments with its Clients.

5. RELATIONSHIP BETWEEN THE EMPLOYMENT BUSINESS AND THE CONSULTANCY AND BETWEEN THE CLIENT AND THE CONSULTANCY

5.1. The Employment Business is not obliged to offer Assignments to the Consultancy and the Consultancy is not obliged to accept any Assignment. Both parties acknowledge that there is no intention to create mutuality of obligation during any Assignment or between Assignments.

5.2. The Consultancy acknowledges to the Employment Business that its services are supplied to the Employment Business as an independent contractor and that accordingly the responsibility of complying with all statutory and legal requirements relating to the Consultancy Staff (including but not limited to matters of taxation and compliance with the immigration laws applicable to the jurisdiction in which the Consultancy Services are provided) shall fall upon and be discharged wholly and exclusively by the Consultancy.

5.3. Nothing in this Agreement shall render any member of the Consultancy Staff an employee or worker of either the Employment Business or the Client. The Consultancy shall ensure that none of the Consultancy Staff holds themselves out as an employee or worker of either the Employment Business or the Client. In the event that any person should seek to establish any liability or obligation upon the Employment Business on the grounds that the Consultancy Staff are an employee or worker of the Employment Business or the Client, the Consultancy shall upon demand indemnify the Employment Business and/or the Client and keep them indemnified in respect of any such liability or obligation and any related Losses which the Employment Business or Client shall incur.

5.4. The Consultancy acknowledges that no member of the Consultancy Staff is an agency worker as defined under the AWR and that the AWR do not apply in relation to this Agreement or any Assignment under this Agreement. The Consultancy shall indemnify and keep indemnified the Employment Business (or, as the case may be, the Client) against any Losses the Employment Business (or the Client) may suffer or incur as a result of any claim made by or on behalf of any member of the Consultancy Staff under the AWR.

5.5. If before or during an Assignment or during the Relevant Period, the Client wishes to Engage the Consultancy or any Consultancy Staff directly or through another employment business, the Consultancy acknowledges that the Employment Business will be entitled either to charge the Client a Transfer Fee or to agree to a Period of Extended Hire with the Client at the end of which the Consultancy or the Consultancy Staff (as appropriate) may be Engaged directly by the Client or through another employment business without further charge to the Client. In addition, the Employment Business will be entitled to charge a Transfer Fee to the Client if the Client introduces the Consultancy or any Consultancy Staff to a third party (other than another employment business) who subsequently Engages the Consultancy or any Consultancy Staff before or during an Assignment or within the Relevant Period.

5.6. The Consultancy shall provide the Consultancy Services and subject to the prior written approval of the Client (which will not be unreasonably withheld or delayed) shall be entitled to assign or sub-contract the performance of the Consultancy Services provided that the Employment Business and the Client are reasonably satisfied that the assignee or sub-contractor has the required skills, qualifications, resources and personnel to provide the Consultancy Services to the required standard and that the terms of any such assignment or sub-contract contain the same acknowledgements under and obligations imposed by this Agreement.

5.7. Save as otherwise stated in this Agreement, the Consultancy shall be entitled to supply its services to any third party during the term of this Agreement provided that this in no way conflicts with or is to the detriment of the supply of its services to the Client or amounts to a breach of this Agreement.

5.8. Neither the Consultancy nor the Consultancy Staff work under (or subject to the right of) supervision, direction or control by any person as to the manner in which they provide the Consultancy Services. Accordingly, the Consultancy shall be permitted to determine how it will provide the Consultancy Services and, subject to complying with any reasonable operational requirements of the Client, will have the flexibility to determine the number of hours required to provide, and the times during which it will provide, the Consultancy Services. The Consultancy will be at liberty to determine the location at which the Consultancy Services will be provided, but where the Consultancy Services are undertaken at the Client’s site, the Consultancy will comply with any reasonable requirements relating to working hours, and any other operational requirements in relation to that site.

6. WARRANTIES PROVIDED BY THE CONSULTANCY

6.1. The Consultancy warrants to the Employment Business that:

6.1.1. by entering into and performing its obligations under this Agreement it will not thereby be in breach of any obligation which it owes to any third party;

6.1.2. the Consultancy Staff have the necessary skills and qualifications to perform the Consultancy Services;

6.1.3. the Consultancy and the Consultancy Staff providing the Consultancy Services have not opted out of the Conduct Regulations and that the Consultancy will only supply Consultancy Staff to perform the Consultancy Services who have not opted out of the Conduct Regulations; and further that any person to whom the performance of the Consultancy Services are assigned or sub-contracted has not opted out of the Conduct Regulations;

6.1.4. the Consultancy is a personal service company but it is not a “managed service company” as defined in either section 61B or section 339A of ITEPA and that it is compliant in all respects with ITEPA (including specifically both the IR35 Legislation and the MSC Legislation) and the NICs Legislation;

6.1.5. the Consultancy is incorporated in the UK and that all directors are resident in the UK for tax purposes;

6.1.6. the Consultancy will pay the Consultancy Staff only into a nominated UK bank account in the Consultancy’s name;

6.1.7. all information the Consultancy provides to the Employment Business in order to comply with the Reporting Requirements and clauses 7.1.12 and 7.1.15 is complete and accurate;

6.1.8. the Consultancy and the Consultancy Staff will comply with the Data Protection Laws.

6.2. The Consultancy shall procure that the Consultancy Staff, any sub-contractor or assignee performing the Consultancy Services warrant that they are not and do not operate as “managed service companies” as defined in section 61B and section 339A of ITEPA but that they are personal service companies which are compliant in all respects with ITEPA (including specifically the IR35 Legislation and the MSC Legislation) and the NICs legislation.

6.3. Further to clause 5.8, the Consultancy warrants that the Consultancy Staff do not work under (or are not subject to the right of) supervision, direction or control of any person as to the manner in which they provide the Consultancy Services. The Consultancy further warrants that it shall advise the Employment Business in writing immediately that the Consultancy Staff work under (or subject to the right of) supervision, direction or control of any person.

7. THE CONSULTANCY’S OBLIGATIONS

7.1. The Consultancy agrees on its own part and on behalf of the Consultancy Staff as follows:

7.1.1. to observe any relevant rules and regulations of the Client’s establishment or the premises where the Consultancy Services are being performed to which attention has been drawn or which the Consultancy might reasonably be expected to ascertain; including but not limited to those relating to health and safety to the extent that they are reasonably applicable to the Consultancy and the Consultancy Staff;
7.1.2. to take all reasonable steps to safeguard its own safety, the safety of the Consultancy Staff and the safety of any other person who may be affected by actions of the Consultancy Staff whilst on the Assignment;

7.1.3. to comply with the Data Protection Laws in respect of any personal data which the Consultancy is granted access to for the purpose of or by reason of the performance of the Consultancy Services;

7.1.4. not at any time to divulge to any person, nor use for its own or any other person’s benefit, any Confidential Information relating to the Client’s or the Employment Business’s employees, business affairs, transactions or finances;

7.1.5. not to engage in any conduct detrimental to the interests of the Employment Business and/or the Client which includes any conduct which could bring the Employment Business and/or the Client into disrepute and/or which results in the loss of custom or business for the Employment Business and/or the Client;

7.1.6. not to commit any act or omission constituting unlawful discrimination against or harassment of any member of the Employment Business’s or the Client's staff;

7.1.7. not to sub-contract or assign to any third party any of the Consultancy Services which it is required to perform under the Assignment except in accordance with clause 5.6;

7.1.8. to provide the Client and/or the Employment Business with any progress reports as may be requested from time to time;

7.1.9. to notify the Employment Business forthwith in writing if it should become insolvent or if any of the circumstances set out in clauses 11.2.5 to 11.2.7 apply;

7.1.10. to confirm in writing whether or not the Consultancy Staff have a material interest (as defined in section 51 ITEPA) in the Consultancy. A “material interest” includes holding more than 5% of the shares of the Consultancy;

7.1.11. to comply with all relevant legal obligations, including but not limited to ITEPA, the NICs Legislation, VAT legislation and the Companies Acts and all statutory obligations;

7.1.12. to provide the Employment Business with all such information it may require to comply with (a) the Reporting Requirements where it is the Specified Intermediary or (b) any contractual obligations the Employment Business has to provide information to the Specified Intermediary (where it is a party other than the Employment Business) to enable the Specified Intermediary to comply with its Reporting Requirements;

7.1.13. to provide the Employment Business on request, with any information required to comply with Transparency Regulations;

7.1.14. to notify the Employment Business in writing immediately if it becomes subject to a HMRC investigation or compliance activity including but not limited to any of ITEPA, the NICs legislation or VAT legislation;

7.1.15. to update the Employment Business promptly where any of the information required under clauses 7.1.12 to 7.1.14 changes; and

7.1.16. to provide at its own cost, subject to any agreement to the contrary specified in the Assignment Details Form all such necessary equipment as is reasonable for the adequate performance by the Consultancy Staff of the Consultancy Services.

7.2. If the Consultancy is unable for any reason to provide the Consultancy Services during the course of the Assignment, the Consultancy should inform the Employment Business as soon as is reasonably practicable but in any event, no later than 1 hour after it becomes aware of any event which renders it unable to provide the Consultancy Services so as to enable the Employment Business to discharge its obligations to the Client.

7.3. If, either before or during the course of an Assignment, the Consultancy becomes aware of any reason why it or the Consultancy Staff may not be suitable for an Assignment, the Consultancy shall notify the Employment Business without delay.

7.4. The Consultancy acknowledges that any breach of its obligations set out in this clause may cause the Employment Business to suffer Loss and that the Employment Business reserves the right to recover such Losses from the Consultancy.

8. THE EMPLOYMENT BUSINESS’S OBLIGATIONS

8.1. Throughout the term of this Agreement the Employment Business shall pay the Consultancy the Minimum Rate in respect of the provision of the Consultancy Services.

8.2. The Employment Business will endeavour to obtain suitable Assignments for the Consultancy to perform the agreed Type of Work.

8.3. The Employment Business shall provide the Consultancy with the following information:

8.3.1. the identity of the Client, and if applicable the nature of their business;

8.3.2. the date the Assignment is to commence and the duration or likely duration of the work;

8.3.3. the type of work, location and hours during which the Consultancy would be required to work;

8.3.4. the Consultancy Fees that will be paid and any expenses payable by or to the Consultancy;

8.3.5. any risks to health and safety known to the Client and the steps the Client has taken to prevent or control such risks; and
8.3.6. what experience, training, qualifications and any authorisation required by law or a professional body the Client considers necessary or which are required by law to work in the Assignment.

8.4. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any Public or Bank Holiday) following save where:

8.4.1. the Consultancy is being offered an Assignment in the same position as one in which the Consultancy had previously been supplied within the previous 5 business days and remains unchanged and such information has already been given to the Consultancy; or

8.4.2. subject to clause 8.5, the Assignment is intended to last for 5 consecutive business days or less and such information has previously been given to the Consultancy before and remains unchanged, the Employment Business needs only to provide written confirmation of the identity of the Client and the likely duration of the Assignment.

8.5. Where the provisions of clause 8.4.2 are met but the Assignment extends beyond the intended 5 consecutive business day period, the Employment Business shall provide such information set out in clause 8.3 to the Consultancy in paper or electronic form within 8 days of the start of the Assignment.

9. INVOICING

9.1. Upon completion of the Assignment or as may be agreed and specified in the Assignment Details Form at the end of each week of the Assignment the Consultancy shall deliver to the Employment Business its invoice for the Consultancy Fees due from the Employment Business to the Consultancy.

9.2. The Consultancy shall obtain the signature of an authorised representative of the Client as verification of execution of the provision of the Consultancy Services for each of its invoices.

9.3. The Consultancy’s invoice should be received by the Employment Business by no later than 1 week following the week to which it relates. The Consultancy’s invoice should bear the Consultancy’s name, the name of the Consultancy Staff who provided the Consultancy Services to which the invoice relates, the Consultancy’s company registration number and VAT number and should state any VAT due on the invoiced sum.

9.4. Subject to clause 9.5 the Employment Business shall pay the Consultancy for all hours worked regardless of whether the Employment Business has received payment from the Client for those hours.

9.5. Where the Consultancy fails to submit a properly completed verification of execution of the assignment the Employment Business shall, in a timely fashion, conduct further investigations into the hours claimed by the Consultancy and the reasons that the Consultancy has failed to produce such verification. This may delay any payment due to the Consultancy. The Employment Business shall make no payment to the Consultancy for work not carried out.

10. CONSULTANCY FEES

10.1. Subject to the receipt of the Consultancy’s invoice in accordance with clause 9 above, the Employment Business will pay the Consultancy Fees within [7] days of receipt of the Consultancy’s invoice. The Employment Business shall pay to the Consultancy at least the Minimum Rate for the Consultancy Services performed during the Assignment. The Consultancy Fees being actual rate of pay, shall be agreed prior to the commencement of the Assignment and specified in the Assignment Details Form.

10.2. The Consultancy shall be responsible for any PAYE income tax and national insurance contributions and any other taxes and deductions payable in respect of the Consultancy Staff for the provision of the Consultancy Services including any social fund contributions payable in any other Member State pursuant to a valid A1, E101 or E102 certificate issued to any of the Consultancy Staff.

10.3. The Employment Business will pay the Consultancy Fees to the Consultancy and not to any third party or member of the Consultancy Staff or any sub-contractor or assignee. The Employment Business will pay the Consultancy Fees into a UK business bank account only.

10.4. The Employment Business shall not be obliged to pay the Consultancy for any periods during which the Consultancy Services are not provided, whether this is due to the Consultancy being unable to provide the Consultancy Services or where the Client does not require the Consultancy Services or otherwise in respect of holidays, illness or absence of the Consultancy Staff.

10.5. The Consultancy shall bear the cost of any training which the Consultancy Staff may require in order to perform the Consultancy Services.

11. TERM AND TERMINATION

11.1. This Agreement shall commence on the date set out in the Assignment Details Form and shall continue until completion of the Consultancy Services to the reasonable satisfaction of the Client at which time this Agreement shall expire automatically unless previously terminated by either the Employment Business or the Consultancy giving the other party the period of notice specified in the attached Assignment Details Form.

11.2. Notwithstanding clauses 11.1 and 11.3 of this Agreement, the Employment Business may without notice and without liability instruct the Consultancy to cease work on the Assignment at any time, where:

11.2.1. the Consultancy has acted in breach of the rules and regulations applicable to third parties providing services to the Client; or

11.2.2. the Consultancy has committed any serious or persistent breach of any of its obligations under this Agreement; or

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

11.2.4. the Client is dissatisfied with the Consultancy’s provision of the Consultancy Services and has terminated the Assignment; or

11.2.5. either the Client or the Consultancy 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

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

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

11.2.8. the Employment Business suspects or has notice that that the Consultancy has not complied with any of the requirements of ITEPA, the NICs legislation or VAT requirements; or

11.2.9. any member of the Consultancy Staff is suspected of any fraud, dishonesty or serious misconduct; or

11.2.10. the Consultancy is unable to perform the Consultancy Services for [2 days] or more; or

11.2.11. the Employment Business knows or suspects that the Consultancy or the Consultancy Staff work under (or subject to the right of) supervision, direction or control of any person as to the manner in which they provide the Consultancy Services, in breach of this agreement; or

11.2.12. either of the Client or the Consultancy fails to provide accurate and sufficient evidence that neither the Consultancy nor the Consultancy Staff work under (or subject to the right of) supervision, direction or control of any person as to the manner in which they provide the Consultancy Services; or

11.2.13. the Consultancy fails to comply with clause 15.3; or

11.2.14. the Employment Business knows or suspects that the Client is a Public Authority; or

11.2.15. the Employment Business knows or suspects that either the Consultancy or the Consultancy Staff have breached the Data Protection Laws.

11.3. The Consultancy acknowledges that the continuation of the Assignment is subject to and conditioned by the continuation of the contract entered into between the Employment Business and the Client. In the event that the contract between the Employment Business and the Client is terminated for any reason the Assignment shall cease with immediate effect without liability to the Consultancy.

12. INTELLECTUAL PROPERTY RIGHTS

12.1. The Consultancy acknowledges that all copyright, trademarks, patents and other intellectual property rights deriving from the Consultancy Services carried out by the Consultancy and the Consultancy Staff and any third party to whom this Agreement is assigned or sub-contracted for the Client during the Assignment shall belong to the Client, save such rights as may be expressly owned or retained by the Consultancy and set out in the Assignment Details Form. Accordingly, the Consultancy shall (and shall procure that any relevant member of the Consultancy Staff shall) execute all such documents and do all such acts as the Employment Business shall from time to time require in order to give effect to its rights pursuant to this clause.

13. CONFIDENTIALITY

13.1. In order to protect the confidentiality and trade secrets of any Client and/or of the Employment Business without prejudice to every other duty to keep secret all information given to it or gained in confidence the Consultancy agrees on its own part and on behalf of the Consultancy Staff as follows:

13.1.1. not at any time whether during or after the Assignment (unless expressly so authorised by the Client or the Employment Business as a necessary part of the performance of its duties) to disclose to any person or to make use of any of the trade secrets or Confidential Information of the Client or the Employment Business with the exception of information already in the public domain;

13.1.2. to deliver up to the Client or the Employment Business (as directed) at the end of the Assignment all documents and other materials belonging to the Client (and all copies) which are in its possession including documents and other materials created by it or the Consultancy Staff during the course of the Assignment;

13.1.3. not at any time to make any copy, abstract, summary or précis of the whole or any part of any document or other material belonging to the Client except when required to do so in the course of its duties under the Assignment in which event any such item shall belong to the Client or the Employment Business as appropriate.

14. COMPUTER EQUIPMENT WARRANTY

14.1. The Consultancy shall ensure that any computer equipment and associated software which it provides to the Consultancy Staff for the purpose of providing the Consultancy Services contains anti-virus protection with the latest released upgrade from time to time.

15. CONTRACT MONITORING AND AUDITS

15.1. The Employment Business reserves the right to audit the Consultancy on an annual basis to ensure compliance with this Agreement and all statutory requirements in relation to all Consultancy Staff supplied to provide the Consultancy Services including in particular but not limited to ITEPA and the NICs legislation. The Employment Business will give the Consultancy 14 days’ notice of such audit.

15.2. To assist the Employment Business in its audit the Consultancy will:

15.2.1. maintain such records as are necessary to comply with this Agreement and all statutory requirements in relation to all Consultancy Staff supplied to provide the Consultancy Services and will provide copies of the same to the Employment Business on request.

15.2.2. provide the Employment Business with access to its premises and all records relating to all Consultancy Staff supplied to provide the Consultancy Services.

15.2.3. If having conducted an audit, the Employment Business requires the Consultancy to take any action the Consultancy shall take such action within the time period specified in writing by the Employment Business. If the Consultancy fails to take such action or to rectify the matter to the Employment Business’s satisfaction, the Employment Business can terminate this Agreement in accordance with clause 11.

16. LIABILITY

16.1. The Consultancy shall:

16.1.1. be liable for any and all Losses or injury to any party resulting from the deliberate and/or negligent acts or omissions of the Consultancy or Consultancy Staff during an Assignment, or for the acts or omissions of any assignee or sub-contractor to whom the Consultancy assigns or sub-contracts the performance of the Consultancy Services, during an Assignment;

16.1.2. obtain adequate employer’s liability insurance, public liability insurance, professional indemnity insurance and any other suitable policies of insurance as may be required from time to time as set out in the Assignment Details Form in respect of the Consultancy and the Consultancy Staff. The Consultancy shall maintain such insurances for the duration of the Assignment and following termination of the Assignment for the period specified. The Consultancy shall make a copy of the policy available to the Employment Business upon request;

16.1.3. be liable for any defects arising in relation to the Consultancy Services and shall rectify at its own cost such defects as may be capable of remedy within a reasonable period from notification of such defects by either the Employment Business or the Client; and

16.1.4. for any breaches of the Data Protection Laws by the Consultancy or the Consultancy Staff.

17. INDEMNITY

17.1. Save to the extent any such Losses result solely from any act or omission of the Employment Business or the Client, the Consultancy shall indemnify and keep indemnified the Employment Business against any Losses suffered or incurred by the Employment Business by reason of any proceedings, claims or demands by any third party:

17.1.1. (including specifically, but without limitation, HMRC and any successor, equivalent or related body pursuant to the IR35 Legislation and/or any of the provisions of ITEPA or the NICs Legislation and/or any supporting or consequential secondary legislation relating thereto.

17.1.2. arising out of any non-compliance with, and/ or as a result of any breach of this Agreement or the Data Protection Laws by either the Consultancy or the Consultancy Staff.

18. SEVERABILITY

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

19. NOTICES

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

20. DISCLAIMER

20.1. The Employment Business makes no representation nor does it accept any responsibility for ensuring that the terms of this contract are an accurate reflection of the relationship between the Client and the Consultancy. Furthermore the Employment Business accepts no liability to indemnify the Consultancy for any Losses incurred by the Consultancy whether by reason of tax or other statutory or contractual liability to any third party arising from the Assignment.

21. THIRD PARTY RIGHTS

21.1. Save as set out in clause 21.2, none of the provisions of this Agreement is intended to be for the benefit of or enforceable by third parties (other than permitted assignees who shall be entitled to enforce the provisions of this Agreement as if original parties to it) and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

21.2. The Client shall be entitled to rely on and enforce the provisions of clause 5.4 and the indemnities given by the Consultancy in favour of the Client, notwithstanding that the Client is not a party to this Agreement.

22. GOVERNING LAW AND JURISDICTION

22.1. This Agreement shall be construed in accordance with the laws of England & Wales and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of this Agreement shall be subject to the exclusive jurisdiction of the Courts of England & Wales.

PAYE Contractors

1. DEFINITIONS AND INTERPRETATION

1.1. In these Terms the following definitions apply:

1.1.1. “Actual Rate of Pay” - means, unless and until the Agency Worker has completed the Qualifying Period, the rate of pay which will be paid for all time worked during an Assignment for each hour worked, as set out in the relevant Assignment Details Form;

1.1.2. “Actual QP Rate of Pay” - means the rate of pay which will be paid to the Agency Worker if and when s/he completes the Qualifying Period, as set out in any variation to the relevant Assignment Details Form;

1.1.3. “Agency Worker” - means [name and address of Agency Worker] supplied by the Employment Business to provide services to the Hirer;

1.1.4. “Agreed Deductions” - means any deductions the Agency Worker has agreed can be made from their pay;

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

1.1.6. “Assignment Details Form” - means written confirmation of the assignment details to be given to the Agency Worker upon acceptance of the Assignment;

1.1.7. “AWR” - means the Agency Workers Regulations 2010 and/or the Agency Workers (Northern Ireland) Regulations 2011;

1.1.8. “Calendar Week” - means any period of 7 days starting with the same day as the first day of the First Assignment;

1.1.9. “Conduct Regulations” - means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and/ or the Conduct of Employment Agencies and Employment Businesses Regulations (Northern Ireland) 2005;

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

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

1.1.12. “Data Protection Laws” - means the Data Protection Act 1998, the General Data Protection Regulation (EU 2016/679) and any applicable statutory and regulatory provisions in force from time to time relating to the protection and transfer of personal data;

1.1.13. “Deductions” - means any deductions which the Employment Business may be required by law to make and in particular in respect of PAYE pursuant to Sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003 and Class 1 National Insurance Contributions;

1.1.14. “Emoluments” - means any pay in addition to the Actual QP Rate of Pay;

1.1.15. “Employment Business” – Medical Staffing Limited (registered company no. 06750180) of Jansel House, Hitchin Road, Luton, LU2 7XH;

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

1.1.17. “First Assignment” - means:

1.1.17.1. the relevant Assignment; or

1.1.17.2. if, prior to the relevant Assignment:

1.1.17.2.1. the Agency Worker has worked in any assignment in the same role with the relevant Hirer as the role in which the Agency Worker works in the relevant Assignment; and

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

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

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

1.1.20. “Hourly Rate” - means £x per hour/per day being the minimum gross rate of pay that the Employment Business reasonably expects to achieve, for all hours worked by the Agency Worker;

1.1.21. “Leave Year” - means the period during which the Agency Worker accrues and may take statutory leave commencing [A: on the date that the Agency Worker starts an Assignment or a series of Assignments] OR [B: on [….]] and runs until the anniversary of that date;

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

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

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

1.1.25. “Temporary Work Agency” - means as defined in the Schedule to these Terms;

1.1.26. “Terms” - means these terms of engagement (including the attached schedule) together with any applicable Assignment Details Form;

1.1.27. “Transfer Fee” - means the fee payable by the Hirer to the Employment Business in accordance with clause 3.7, as permitted by Regulation 10 of the Conduct Regulations;

1.1.28. “Type of Work” - means locum work within healthcare settings;

1.1.29. “WTR” - means the Working Time Regulations 1998 and/ or the Working Time Regulations (Northern Ireland) 1998.

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

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

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

2. THE CONTRACT

2.1. These Terms constitute the entire agreement between the Employment Business and the Agency Worker for the supply of services to the Hirer and they shall govern all Assignments undertaken by the Agency Worker. However, no contract shall exist between the Employment Business and the Agency Worker between Assignments. These Terms shall prevail over any other terms put forward by the Agency Worker.

2.2. During an Assignment the Agency Worker will be engaged on a contract for services by the Employment Business on these Terms. For the avoidance of doubt, the Agency Worker is not an employee of the Employment Business although the Employment Business is required to make the Deductions from the Agency Worker’s pay. These Terms shall not give rise to a contract of employment between the Employment Business and the Agency Worker, or the Agency Worker and the Hirer. The Agency Worker is supplied as a worker, and is entitled to certain statutory rights as such, but nothing in these Terms shall be construed as giving the Agency Worker rights in addition to those provided by statute except where expressly stated.

2.3. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between the Employment Business and the Agency Worker and set out in writing and a copy of the varied terms is given to the Agency Worker no later than 5 business days following the day on which the variation was made stating the date on or after which such varied terms shall apply.

2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973 or in the Employment (Miscellaneous Provisions) (Northern Ireland) Order 1981) (as amended) when introducing or supplying the Agency Worker for Assignments with its Hirers.

3. ASSIGNMENTS AND INFORMATION TO BE PROVIDED

3.1. The Employment Business will endeavour to obtain suitable Assignments for the Agency Worker to perform the agreed Type of Work. The Agency Worker shall not be obliged to accept any Assignment offered by the Employment Business.

3.2. The Agency Worker acknowledges that the nature of temporary work means that there may be periods when no suitable work is available and agrees that:

3.2.1. the suitability of the work to be offered shall be determined solely by the Employment Business; and

3.2.2. the Employment Business shall incur no liability to the Agency Worker should it fail to offer Assignments of the Type of Work or any other work to the Agency Worker.

3.3. At the same time as an Assignment is offered to the Agency Worker the Employment Business shall provide the Agency Worker with an Assignment Details Form setting out the following:

3.3.1. the identity of the Hirer, and if applicable the nature of their business;

3.3.2. the date the Assignment is to commence and the duration or likely duration of Assignment;

3.3.3. the Type of Work, location and hours during which the Agency Worker would be required to work;

3.3.4. the Actual Rate of Pay that will be paid and any expenses payable by or to the Agency Worker;

3.3.5. any risks to health and safety known to the Hirer in relation to the Assignment and the steps the Hirer has taken to prevent or control such risks; and

3.3.6. what experience, training, qualifications and any authorisation required by law or a professional body the Hirer considers necessary or which are required by law to work in the Assignment.

3.4. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any Public or Bank Holiday) following save where:

3.4.1. the Agency Worker is being offered an Assignment in the same position as one in which the Agency Worker has previously been supplied within the previous 5 business days and such information has already been given to the Agency Worker and remains unchanged; or

3.4.2. subject to clause 3.5, the Assignment is intended to last for 5 consecutive business days or less and such information has previously been given to the Agency Worker before and remains unchanged, the Employment Business needs only to provide written confirmation of the identity of the Hirer and the likely duration of the Assignment.

3.5. Where the provisions of clause 3.4.2 are met but the Assignment extends beyond the intended 5 consecutive business day period, the Employment Business shall provide such information set out in clause 3.3 to the Agency Worker in paper or electronic form within 8 days of the start of the Assignment.

3.6. For the purpose of calculating the average number of weekly hours worked by the Agency Worker on an Assignment for the purposes of the WTR, the start date for the relevant averaging period shall be the date on which the Agency Worker commences the First Assignment.

3.7. If, before or during an Assignment or during the Relevant Period, the Hirer wishes to Engage the Agency Worker directly or through another employment business, the Agency Worker acknowledges that the Employment Business will be entitled either to charge the Hirer a Transfer Fee or to agree a Period of Extended Hire with the Hirer at the end of which the Agency Worker may be Engaged directly by the Hirer or through another employment business without further charge to the Hirer. In addition, the Employment Business will be entitled to charge a Transfer Fee to the Hirer if the Hirer introduces the Agency Worker to a third party (other than another employment business) who subsequently Engages the Agency Worker, directly or indirectly, before or during an Assignment or within the Relevant Period.

3.8. If the Agency Worker has completed the Qualifying Period on the start date of the relevant Assignment or following completion of the Qualifying Period during the relevant Assignment, and if the Agency Worker is entitled to any terms and conditions relating to the duration of working time, night work, rest periods and/or rest breaks under the AWR which are different and preferential to rights and entitlements relating to the same under the WTR, any such terms and conditions will be as set out in the relevant Assignment Details Form or any variation to the relevant Assignment Details Form (as appropriate).

4. AGENCY WORKER’S OBLIGATIONS

4.1. The Agency Worker is not obliged to accept any Assignment offered by the Employment Business but if the Agency Worker does accept an Assignment, during every Assignment and afterwards where appropriate, s/he will:

4.1.1. co-operate with the Hirer’s reasonable instructions and accept the direction, supervision and control of any responsible person in the Hirer’s organisation;

4.1.2. observe any relevant rules and regulations of the Hirer’s establishment (including normal hours of work) to which attention has been drawn or which the Agency Worker might reasonably be expected to ascertain;

4.1.3. take all reasonable steps to safeguard his or her own health and safety and that of any other person who may be present or be affected by his or her actions on the Assignment and comply with the Health and Safety policies and procedures of the Hirer;

4.1.4. not engage in any conduct detrimental to the interests of the Employment Business and/ or Hirer which includes any conduct which could bring the Employment Business and/or the Hirer into disrepute and/or which results in the loss of custom or business by either the Employment Business or the Hirer;

4.1.5. not commit any act or omission constituting unlawful discrimination against or harassment of any member of the Employment Business' or the Hirer's staff;

4.1.6. not at any time divulge to any person, nor use for his or her own or any other person’s benefit, any Confidential Information relating to the Hirer’s or the Employment Business’ employees, business affairs, transactions or finances;

4.1.7. on completion of the Assignment or at any time when requested by the Hirer or the Employment Business, return to the Hirer or where appropriate, to the Employment Business, any Hirer property or items provided to the Agency Worker in connection with or for the purpose of the Assignment, including, but not limited to any equipment, materials, documents, swipe cards or ID cards, uniforms, personal protective equipment or clothing.

4.2. If the Agency Worker accepts any Assignment offered by the Employment Business, as soon as possible prior to the commencement of each such Assignment and during each Assignment (as appropriate) and at any time at the Employment Business' request, the Agency Worker undertakes to:

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

4.2.2. provide the Employment Business with all the details of such work, including (without limitation) details of where, when and the period(s) during which such work was undertaken, and any other details requested by the Employment Business; and

4.2.3. inform the Employment Business if s/he has prior to the date of commencement of the relevant Assignment and/or during the relevant Assignment carried out work which could be deemed to count toward the Qualifying Period for the relevant Assignment in accordance with Regulation 9 of the AWR because s/he has:

4.2.3.1. completed two or more assignments with the Hirer;

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

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

4.3. If the Agency Worker is unable for any reason to attend work during the course of an Assignment s/he should inform the Employment Business within 1 hour of the commencement of the Assignment or shift. In the event that it is not possible to inform the Employment Business within these timescales, the Agency Worker should alternatively inform the Hirer and then the Employment Business as soon as possible.

4.4. If, either before or during the course of an Assignment, the Agency Worker becomes aware of any reason why s/he may not be suitable for an Assignment, s/he shall notify the Employment Business without delay.

4.5. The Agency Worker warrants that in relation to these Terms, s/he shall comply strictly with all provisions applicable to him/her under the Data Protection Laws and shall not do or permit to be done anything which might cause the Employment Business or the Hirer to breach any Data Protection Laws.

4.6. The Agency Worker acknowledges that any breach of his/her obligations set out in these Terms may cause the Employment Business to suffer loss and that the Employment Business reserves the right to recover such losses from the Agency Worker.

5. TIMESHEETS

5.1. At the end of each week of an Assignment (or at the end of the Assignment where it is for a period of 1 week or less or is completed before the end of a week) the Agency Worker shall deliver to the Employment Business a timesheet duly completed to indicate the number of hours worked during the preceding week (or such lesser period) and signed by an authorised representative of the Hirer.

5.2. Subject to clause 5.3 the Employment Business shall pay the Agency Worker for all hours worked regardless of whether the Employment Business has received payment from the Hirer for those hours.

5.3. Where the Agency Worker fails to submit a properly authenticated timesheet the Employment Business shall, in a timely fashion, conduct further investigations into the hours claimed by the Agency Worker and the reasons that the Hirer has refused to sign a timesheet in respect of those hours. This may delay any payment due to the Agency Worker. The Employment Business shall make no payment to the Agency Worker for hours not worked.

5.4. For the avoidance of doubt and for the purposes of the WTR, the Agency Worker’s working time shall only consist of those periods during which s/he is carrying out activities or duties for the Hirer as part of the Assignment. Time spent travelling to the Hirer’s premises (apart from time spent travelling between two or more premises of the Hirer), lunch breaks and other rest breaks shall not count as part of the Agency Worker’s working time for these purposes. This clause 5.4 is subject to any variation set out in the relevant Assignment Details Form or any variation to the relevant Assignment Details Form which the Employment Business may make for the purpose of compliance with the AWR.

6. PAY AND DEDUCTIONS

6.1. For each Assignment the Employment Business shall pay to the Agency Worker the Hourly Rate. The Actual Rate of Pay will be notified on a per Assignment basis and set out in the relevant Assignment Details Form.

6.2. If the Agency Worker has completed the Qualifying Period on the start of the relevant Assignment or following completion of the Qualifying Period during the relevant Assignment, the Employment Business shall pay to the Agency Worker the Actual QP Rate of Pay which will be notified on a per Assignment basis and set out in the relevant Assignment Details Form or any variation to the relevant Assignment Details Form.

6.3. The Hourly Rate, Actual Pay of Rate or Actual QP Rate of Pay, as applicable, will be paid weekly in arrears, subject to any Deductions and or Agreed Deductions, together with any agreed Emoluments.

6.4. Subject to any statutory entitlement under the relevant legislation referred to in clauses 7 (Annual leave) and 8 (Sickness absence) below and any other statutory entitlement, the Agency Worker is not entitled to receive payment from the Employment Business or the Hirer for time not spent on Assignment, whether in respect of holidays, illness or absence for any other reason unless otherwise agreed.

6.5. Subject to compliance with Regulation 12 of the Conduct Regulations the Employment Business reserves the right in its absolute discretion to deduct from the Agency Worker’s pay any sums which s/he may owe the Employment Business including, without limitation, any overpayments or loans made to the Agency Worker by the Employment Business or any losses suffered by the Employment Business as a result of his/her negligence or breach of either the Employment Business’s or the Hirer’s rules.

6.6. If the Employment Business provides any equipment or clothing to the Agency Worker to be used in the course of an Assignment with the Hirer, the Agency Worker must take reasonable care of the equipment or clothing. Furthermore, the Agency Worker must return any equipment or clothing to the Employment Business upon termination of the Terms or within [3] days of a request from the Employment Business. In the event that the Agency Worker does not comply with the obligations set out in this clause, the Employment Business reserves the right to deduct the cost of replacement equipment or clothing from any sums owed to the Agency Worker. The question of whether the Agency Worker has taken reasonable care of the equipment or clothing will be solely assessed by the Employment Business’s reasonable judgement.

7. ANNUAL LEAVE

7.1. The Agency Worker is entitled to paid annual leave according to the statutory minimum as provided by the WTR from time to time. The current statutory entitlement to paid annual leave under the WTR is 5.6 weeks.

7.2. Entitlement to payment for annual leave under clause 7.1 accrues in proportion to the amount of time worked by the Agency Worker on Assignment during the Leave Year.

7.3. Under the AWR, on completion of the Qualifying Period the Agency Worker may be entitled to paid and/or unpaid annual leave in addition to the Agency Worker's entitlement to paid annual leave under the WTR and in accordance with clauses 7.1 and 7.2. If this is the case, any such entitlement(s), the date from which any such entitlement(s) will commence and how payment for such entitlement(s) accrues will be as set out in the relevant Assignment Details Form or any variation to the relevant Assignment Details Form.

7.4. All annual leave must be taken during the course of the Leave Year in which it accrues and, save as may be set out in the relevant Assignment Details Form or any variation to the relevant Assignment Details Form, none may be carried forward to the next year. The Agency Worker is responsible for ensuring that all paid annual leave is requested and taken within the Leave Year.

7.5. If the Agency Worker wishes to take paid annual leave during the course of an Assignment s/he should notify the Employment Business of the dates of his/her intended absence giving notice of at least twice the length of the period of annual leave that s/he wishes to take. In certain circumstances the Employment Business may require the Agency Worker to take paid annual leave at specific times or notify the Agency Worker of periods when paid annual leave cannot be taken. Where the Agency Worker has given notice of a request to take paid annual leave in accordance with this clause, the Employment Business may give counter-notice to the Agency Worker to postpone or reduce the amount of leave that the Agency Worker wishes to take. In such circumstances the Employment Business will inform the Agency Worker in writing giving at least the same length of notice as the period of leave that it wishes to postpone or reduce it by.

7.6. Subject to clause 7.3, the amount of payment which the Agency Worker will receive in respect of periods of annual leave taken during the course of an Assignment will be calculated in accordance with and paid in proportion to the number of hours which the Agency Worker has worked on Assignment.

7.7. Subject to clause 7.3, in the course of any Assignment during the first Leave Year, the Agency Worker is entitled to request leave at the rate of one-twelfth of the Agency Worker’s total holiday entitlement in each month of the leave year.

7.8. Save where this clause is amended by the Assignment Details Form, where a bank holiday or other public holiday falls during an Assignment and the Agency Worker does not work on that day, then subject to the Agency Worker having accrued entitlement to payment for leave in accordance with clause 7.2 or clause 7.3 (if applicable), that day shall count as part of the Agency Worker’s paid annual leave entitlement.

7.9. Where these Terms are terminated by either party, the Agency Worker shall repay to the Employment Business an amount in respect of any holiday periods taken in excess of the holiday entitlement for that year and the Agency Worker hereby authorises the Employment Business to take repayment of such monies by way of deduction from any final payment owed to the Agency Worker. If, following such deduction the Agency Worker owes further monies in respect of pay received for annual leave taken but not accrued at the time of Termination, the Agency Worker will repay such monies within 30 days of termination of these Terms.

8. SICKNESS ABSENCE

8.1. The Agency Worker may be eligible for Statutory Sick Pay provided that s/he meets the relevant statutory criteria.

8.2. The Agency Worker is required to provide the Employment Business with evidence of incapacity to work which may be by way of a self-certificate for the first 7 days of incapacity and a doctor’s certificate thereafter.

8.3. For the purposes of the Statutory Sick Pay scheme there is one qualifying day per week during the course of an Assignment and that qualifying day shall be the Wednesday in every week.

8.4. In the event that the Agency Worker submits a Statement of Fitness for Work (“the Statement”) or similar medical evidence, which indicates that the Agency Worker may, subject to certain conditions, be fit to work/return to work, the Employment Business will in its absolute discretion determine whether the Agency Worker will be (a) placed in a new Assignment or (b) permitted to continue in an ongoing Assignment. In making such determination the Employment Business may consult with the Hirer and the Agency Worker as appropriate to assess whether the conditions identified in the Statement or similar documentation can be satisfied for the duration of the Assignment.

8.5. Where clause 8.4 applies, the Agency Worker’s placement in a new Assignment or continuation in an ongoing Assignment may be subject to the Agency Worker agreeing to a variation of the Terms or the assignment details set out in the Assignment Details Form to accommodate any conditions identified in the Statement or other similar medical evidence as is appropriate.

9. TERMINATION

9.1. Any of the Employment Business, the Agency Worker or the Hirer may terminate the Agency Worker’s Assignment at any time without prior notice or liability.

9.2. The Agency Worker acknowledges that the continuation of an Assignment is subject to and conditioned by the continuation of the contract entered into between the Employment Business and the Hirer. In the event that the contract between the Employment Business and the Hirer is terminated for any reason the Assignment shall cease with immediate effect without liability to the Agency Worker (save for payment for hours worked by the Agency Worker up to the date of termination of the Assignment).

9.3. If the Agency Worker does not inform the Hirer or the Employment Business that they are unable to attend work during the course of an Assignment (as required in clause 4.3) this will be treated as termination of the Assignment by the Agency Worker in accordance with clause 9.1, unless the Agency Worker can show that exceptional circumstances prevented him or her from complying with clause 4.3.

9.4. If the Agency Worker is absent during the course of an Assignment and the Assignment has not been otherwise terminated under clauses 9.1 or 9.3 above the Employment Business will be entitled to terminate the Assignment in accordance with clause 9.1 if the work to which the Agency Worker was assigned is no longer available.

9.5. If the Agency Worker does not report to the Employment Business to notify his/her availability for work for a period of 3 weeks, this contract for services will automatically terminate and the Employment Business will forward his/her P45 to his/her last known address.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. The Agency Worker acknowledges that all copyright, trademarks, patents and other intellectual property rights deriving from services carried out by him/her for the Hirer during the Assignment shall belong to the Hirer. Accordingly, the Agency Worker shall execute all such documents and do all such acts as the Employment Business shall from time to time require in order to give effect to its rights pursuant to this clause.

11. CONFIDENTIALITY

11.1. In order to protect the confidentiality and trade secrets of any Hirer and the Employment Business and without prejudice to every other duty to keep secret all information given to it or gained in confidence the Agency Worker agrees as follows:

11.1.1. not at any time, whether during or after an Assignment (unless expressly so authorised by the Hirer or the Employment Business as a necessary part of the performance of its duties) to disclose to any person or to make use of any of the trade secrets or the Confidential Information of the Hirer or the Employment Business with the exception of information already in the public domain;

11.1.2. to deliver up to the Hirer or the Employment Business (as directed) at the end of each Assignment all documents and other materials belonging to the Hirer (and all copies) which are in its possession including documents and other materials created by him/her during the course of the Assignment; and

11.1.3. not at any time to make any copy, abstract, summary or précis of the whole or any part of any document or other material belonging to the Hirer except when required to do so in the course of its duties under an Assignment in which event any such item shall belong to the Hirer or the Employment Business as appropriate.

12. DATA PROTECTION

12.1. The Agency Worker acknowledges that the Employment Business must process personal data about him/her in order to properly fulfil its obligations under these Terms and as otherwise required by law in relation to his/ her engagement in accordance with the Data Protection Laws. Such processing will principally be for personnel, administrative and payroll purposes.

13. SEVERABILITY

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

14. NOTICES

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

15. RIGHTS OF THIRD PARTIES

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

16. GOVERNING LAW AND JURISDICTION

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