CLIENT TERMS OF BUSINESS FOR THE PROVISION OF TEMPORARY WORKERS
1.1. In these Terms of Business the following definitions apply:
“Assignment” means the period during which the Temporary Worker is supplied by the Employment Business to render services to the Client;
“Assignment Details” means the intended duties of the Temporary Worker; any special skills, experience, authorisations, qualifications and/or training which it, the law or any professional body requires the Temporary Worker to possess to perform the Assignment; the date on which the Temporary Worker is required to commence the Assignment and the duration or likely duration of the Assignment; the location at which the Temporary Worker is to perform the Assignment and the hours during which the Temporary Worker would be required to work; and any actual or potential risks to health and safety which the Temporary Worker may face in performing the Assignment and the steps taken by the Client to prevent or control such risks.
“Client” means the person, firm or corporate body together with any subsidiary or associated company as defined by the Companies Act 1985 to whom the Temporary Worker is supplied or introduced.
This includes all Public Sector and Third Sector organisations;
“Data Controller” means (i) “data controller” in the Data Protection Act 1998 in respect of processing undertaken on or before 24 May 2018; and (b) “controller” in accordance with the General Data Protection Regulation (EU) 2016/679 in respect of processing undertaken on or after 25 May 2018;
“Data Protection Legislation” means all applicable laws and regulations, as amended or updated from time to time, in the United Kingdom relating to data protection, the processing of personal data and privacy, including without limitation,(a) the Data Protection Act 1998; (b) (with effect from 25 May 2018) the General Data Protection Regulation (EU) 2016/679; (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications); and (d) any legislation that replaces or converts into United Kingdom law the General Data Protection Regulation (EU) 2016/679, the proposed Regulation on Privacy and Electronic Communications or any other law relating to data protection, the processing of personal data and privacy resulting from the United Kingdom leaving the European Union;
“The Employment Business” means Robertson Bell Ltd. Registered Office Address: 3rd Floor, 16 Upper Woburn Place, Euston, London, WC1H OBS.
“Engages/Engaged/Engagement” means the engagement, employment or use of the Temporary Worker directly by the Client or
any third party or through any other employment business on a permanent or temporary basis, whether under a contract of service or for services; an agency, license, franchise or partnership arrangement; or any other engagement; directly or through a limited company of which the Temporary Worker is an officer or employee
“Temporary Worker” means the individual who is introduced by the Employment Business to render services to the
“Introduction Fee” means the fee payable in accordance with clause 7.2b) below and Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
“Introduction” means (i) the Client’s interview of a Temporary Worker in person or by telephone, following the Client’s instruction to the Employment Business to supply a Temporary Worker; or (ii) the passing to the Client of a curriculum vitae, Insight video or information which identifies the Temporary Worker; and which leads to an Engagement of that Temporary Worker.
“Personal Data” means as set out in, and will be interpreted in accordance with Data Protection Legislation;
“Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed in connection with these Terms or which relates to any Candidate and, where applicable, to any Representative;
“Process” “Processed” and “Processing” will be construed accordingly;
“Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Temporary Worker for services rendered to or on behalf of the Client or any third party. Where a company car is provided, a notional amount of £6000 will be added to the salary in order to calculate the Employment Business’ fee.
“Valid Opt Out” means written notification from a limited company contractor and the individual Temporary Worker in accordance with regulation 32 (9) of the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
1.2. Unless the context otherwise requires, references to the singular include the plural.
1.3. The headings contained in these Terms are for convenience only and do not affect their interpretation.
2. THE CONTRACT
2.1. These Terms constitute the contract between the Employment Business and the Client for the supply of the Temporary Worker’s services by the Employment Business to the Client and are deemed to be accepted by the Client by virtue of its request for, interview with or Engagement of the Temporary Worker or the passing of any information about the Temporary Worker to any third party following an Introduction.
2.2. These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment
Business, these Terms prevail over any terms of business or purchase conditions put forward by the Client.
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 Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.
3. INFORMATION TO BE PROVIDED
3.1. When making an Introduction of a Temporary Worker to the Client the Employment Business shall inform the Client of the identity of the Temporary Worker; that the Temporary Worker has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment; whether the Temporary Worker will be employed by the Employment Business under a contract of service or a contract for services; and that the Temporary Worker is willing to work in the Assignment.
3.2. The Client agrees to provide the Employment Business with the Assignment Details. When assessing the suitability of a prospective Temporary Worker, the Employment Business shall place reliance on the Assignment Details provided by the Client and the Client accepts that the Employment Business will make no further assessment of the Clients requirements including, but limited to the matters referred to in clause 3.1.
3.3. The Client shall not instruct, or allow any Temporary Worker to undertake any work other than that which is specified in the Assignment Details. In particular, the Client shall not instruct, or allow the Temporary Worker to undertake work requiring special skills, experience, or authorisation unless such requirements were specified in the Assignment Details.
4.1 When booking a Temporary Worker for an assignment, the Employment Business shall advise the Client of the hourly rate. The Client agrees to pay the hourly rate for all the hours worked by the Temporary Worker together with any additional amounts set out in this clause 4.1 (“the Charge”). The hours actually worked will be stated on a weekly time sheet (or online equivalent) completed by the Temporary Worker and duly authorised by the Client (which authorisation shall be regarded as acceptance of the Charge). VAT, if applicable, is due on the entirety of these charges.
4.2 If the Client instructs the Employment Business to pay the Temporary Worker a bonus, the amount of the bonus plus any additional National Insurance shall be included in the Charge. Travelling, hotel or other expenses (as may be agreed from time to time) shall be itemised on the Employment Business’ invoice and included in the Charge. The Employment Business reserves the right to vary the Charge on any extension or subsequent Assignment. The Employment Business shall be entitled to vary the Charge on an existing Assignment subject only to seven days prior notification of such variation being given to the Client. All Charges are invoiced weekly.
4.3 Payment Terms: All monies due shall be paid by the Client within fourteen days of the invoice date. In the event of late payment, the Employment Business reserves the right to charge interest on invoiced amounts unpaid for more than 14 days at the rate of 8% per annum above the base rate of the Bank of England from the due date until the date of payment. Additionally, in the event of late payment, the Employment Business may, without prejudice to its other rights, elect to terminate this Contract and withdraw the Temporary Worker upon three hours’ notice to the client. Where applicable, VAT will be charged at the appropriate rate.
4.4 There are no rebates payable in respect of the charges of the Employment Business.
5. TIME SHEETS
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 one week or less) the Client shall sign (or electronic equivalent via online timesheets) the Employment Business’ time sheet verifying the number of hours worked by the Temporary Worker during that week.
5.2 Signature of the time sheet (or electronic equivalent via online timesheets) by the Client is confirmation of the number of hours worked. If the Client is unable to sign a time sheet produced for authentication by the Temporary Worker because the Client disputes the hours claimed, the Client shall inform the Employment Business as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with the Employment Business to enable the Employment Business to establish what hours, if any, were worked by the Temporary Worker. Failure to sign the time sheet does not absolve the Client’s obligation to pay the charges in respect of the hours worked.
5.3 The Client shall not be entitled to decline to sign a timesheet on the basis that he is dissatisfied with the work performed by the
6. PAYMENT OF THE TEMPORARY WORKER
6.1 The Employment Business assumes responsibility for paying the Temporary Worker and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to the Temporary Worker pursuant to sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003.
7. TRANSFER AND INTRODUCTION FEES
7.1 Transfer Fees where a worker has been supplied
In the event of the Engagement by the Client of a Temporary Worker supplied by the Employment Business for an Assignment either (1) directly or (2) pursuant to being supplied by another employment business, during the Assignment or within whichever is the longer of either (the following is known as the ”Relevant Period”)
● 14 weeks from the start of the first Assignment (each new Assignment where there has been a break of more than 42 days (6 weeks) since the end of a previous Assignment shall also be considered to be the ‘first Assignment’ for these purposes); or
● 8 weeks from the day after the last day the Temporary Worker worked on the Assignment the Client shall be liable, subject to electing by giving 7 days prior notice, to either:
a) An “Extended Hire Period” of the Temporary Worker being 52 weeks during which the Client shall pay the current hourly daily/weekly charge agreed pursuant to clause 4.1 for each hour/day/week the Temporary Worker is so employed or supplied; or
b) A Transfer Fee calculated as follows: 30% of the Remuneration applicable during the first 12 months of the Engagement or, if the actual amount of the Remuneration is not known, the hourly charges agreed pursuant to clause 4.1 multiplied by 450. No refund of the Transfer Fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due. However, where the client does not give such notice before the Temporary Worker is Engaged, the parties agree that the Transfer Fee shall be due.
7.2 Introduction Fees where a worker is introduced but not supplied
In the event that there is an Introduction of a Temporary Worker to the Client which does not result in the supply of that Temporary Worker by the Employment Business to the Client, but which leads to an Engagement of the Temporary Worker by the Client either directly or pursuant to being supplied by another employment business within 12 months from the date of Introduction the Client shall be liable, subject to electing upon giving 7 days’ notice, to either:
a) A period of hire of the Temporary Worker being 52 weeks during which the Client shall pay the hourly charges agreed pursuant to clause 4.1 for each hour/day/week the Temporary Worker is so employed or supplied; or
b) An Introduction Fee: This is calculated as 30% of the Remuneration applicable during the first 12 months of the Engagement
or, if the actual amount of the Remuneration is not known, the hourly charges agreed pursuant to clause 4.1 multiplied by 450. No refund of the Introduction Fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due.
However, where the client does not give such notice before the Temporary Worker is Engaged the parties agree that the
7.3 Introduction Fee shall be due.
In the event that the Engagement of the Temporary Worker is for a fixed term of less than 12 months, the full fee in clause 7.1b) or 7.2b) calculated as a percentage of the Remuneration, will apply pro-rata subject to a minimum period of 6 months. If the Engagement is extended beyond the initial fixed term or if the client re-engages the Temporary Worker within 3 months of the termination of the first Engagement the Client shall be liable to pay a further fee based on the initial Remuneration applicable for the period of the Engagement following the initial fixed term up to the termination of the second Engagement or the first anniversary of its commencement, whichever is sooner.
7.4 Inability to supply during the period of hire
If the Client elects for a period of hire, as set out in clauses 7.1a) or 7.2a), but before the end of such period Engages the Temporary Worker supplied by the Employment Business either directly or pursuant to being supplied by another employment business or the Temporary Worker chooses not to be supplied for the period of hire, the Transfer or Introduction Fee calculated in accordance with either 7.1b) or 7.2b) may be charged, reduced by such percentage to reflect any period of hire already undertaken by the Temporary Worker and paid for by the Client.
7.5 Transfer Fees where there has been an Introduction to and Engagement by a Third Party
In the event that a Temporary Worker supplied to a Client is introduced by the Client to a third party which results in the
Engagement of the Temporary Worker by the third party during the Assignment or within whichever is the longer of either
● 14 weeks from the start of the first Assignment (each new assignment where there has been a break of more than 42 days (6 weeks) since the end of the previous Assignment shall also be considered to be the ‘first Assignment’ for these purposes); or
● 8 weeks from the day after the last day the Temporary Worker worked on the Assignment The Client shall be liable to pay a
Transfer Fee calculated in accordance with clause 7.1b)
7.6 Introduction Fees where there has been an Introduction but no Supply resulting in an Engagement by a Third Party
In the event that there is an Introduction of a Temporary Worker to the Client which does not result in the supply of that Temporary Worker by the Employment Business to the Client, but the Temporary Worker is introduced by the Client to a third party which results in the Engagement of the Temporary Worker by the third party within 12 months from the date of Introduction the Client shall be liable, to an Introduction Fee calculated in accordance with clause 7.2b)
7.7 In the event that the Employment Business holds a Valid Opt Out in respect of the Temporary Worker
In this event, the Client shall not have the option of an Extended Hire Period and the Relevant Period shall not apply. An Introduction fee, as set out in 7.2b) above shall apply.
8. DATA PROTECTION
8.1 For the purposes of this clause 8 “Data Subject” means as set out in, and will be interpreted in accordance with Data Protection Legislation. For the avoidance of doubt, Data Subject includes Candidate and Representative.
8.2 The parties hereto acknowledge that Employment Business is a Data Controller in respect of the Personal Data of Candidate/Representative and provides such Personal Data to Client in accordance with the Data Protection Legislation for the purposes anticipated by these Terms.
8.3 The parties hereto acknowledge that Client is a Data Controller but the parties hereto are not Joint Controllers (as defined within Data Protection Legislation) save where a specific agreement is made to that effect between the parties hereto.
8.4 The parties hereto agree that the Representative is not Client’s Data Processor (as defined within Data Protection Legislation) save where agreed otherwise within a Contractor Schedule and subject to additional terms and conditions.
8.5 The parties hereto warrant to each other that any Personal Data relating to a Data Subject, whether provided by Client, Employment Business or by Candidate or Representative, will be used, Processed and recorded by the receiving party in accordance with Data Protection Legislation.
8.6 The parties hereto will take appropriate technical and organisational measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration or disclosure.
8.7 Client will –
a) comply with the instruction of the Employment Business as regards the transfer/sharing of data between the parties hereto. If Client requires Personal Data not already in its control to be provided by Employment Business, Client will set out their legal basis for the request of such data and accept that Employment Business may refuse to share/transfer such Personal Data where, in the reasonable opinion of Employment Business, it does not comply with its obligations in accordance with Data Protection Legislation;
b) not cause Employment Business to breach any of their obligations under the Data Protection Legislation.
8.8 In the event Client becomes aware of an actual or any reasonably suspected Personal Data Breach, it will immediately notify Employment Business and will provide Employment Business with a description of the Personal Data Breach, the categories of data that was the subject of the Personal Data Breach and the identity of each Data Subject affected and any other information the Employment Business reasonably requests relating to the Personal Data Breach.
8.9 In the event of a Personal Data Breach, Client will promptly (at its own expense) provide such information, assistance and cooperation and do such things as Employment Business may request to –
a) investigate and defend any claim or regulatory investigation;
b) mitigate, remedy and/or rectify such breach; and
c) prevent future breaches.
and will provide Employment Business with details in writing of all such steps taken.
8.10 Client will not release or publish any filing, communication, notice, press release or report concerning any Personal Data Breach without the prior written approval of Employment Business.
8.11 Client agrees it will only Process Personal Data of Candidate or of Representative for the agreed purpose of provision of Services pursuant to these Terms.
8.12 Client will provide evidence of compliance with clause 8 upon request from Employment Business.
9.1 Whilst every effort is made by the Employment Business to give satisfaction to the Client by ensuring reasonable standards of skills, integrity and reliability from Temporary Workers and further to provide them in accordance with the Client’s Assignment Details, the Employment Business is not liable for any loss, expense, damage or delay arising from any failure to provide any Temporary Worker for all or part of the period of booking or from the negligence, dishonesty, misconduct or lack of skill of the Temporary Worker. For the avoidance of doubt, the Employment Business does not exclude liability for death or personal injury arising from its own negligence.
9.2 Temporary Workers supplied by the Employment Business are engaged under contracts for services. They are not the employees of the Employment Business but are deemed to be under the supervision, direction and control of the Client from the time they report to take up duties and for the duration of the Assignment. The Client agrees to be responsible for all acts, errors or omissions of the Temporary Worker, whether wilful, negligent or otherwise as though the Temporary Worker was on the payroll of the Client. The Client will also comply in all respects with all statutes including, for the avoidance of doubt, the Working Time Regulations, Health and Safety At Work Act etc, by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the Client’s own staff (excluding the matters specifically mentioned in Clause 6 above), including in particular the provision of adequate Employer’s and Public Liability Insurance cover for the Temporary Worker during all Assignments.
9.3 The Client shall advise the Employment Business of any special health and safety matters about which the Employment Business is required to inform the Temporary Worker and about any requirements imposed by law or by any professional body, which must be satisfied if the Temporary Worker is to fill the Assignment. The Client will assist the Employment Business in complying with the Employment Business’ duties under the Working Time Regulations by supplying any relevant information about the Assignment requested by the Employment Business and the Client will not do anything to cause the Employment Business to be in breach of its obligations under these Regulations.
9.4 The Client undertakes that it knows of no reason why it would be detrimental to the interests of the Temporary Worker for the Temporary Worker to fill the Assignment.
9.5 The Client undertakes not to request the supply of a Temporary Worker to perform the duties normally performed by a worker who is taking part in official industrial action or duties normally performed by someone who has been transferred by the Client to perform the duties of the person on strike or taking official industrial action.
9.6 The Client shall indemnify and keep indemnified the Employment Business against any costs, claims or liabilities incurred by the Employment Business arising out of any Assignment or arising out of any non-compliance with clauses 8.2, 8.3 and 8.5 and/or as a result of any breach of these Terms by the Client.
10. SPECIAL SITUATIONS
10.1 Where the Temporary Worker is required by law, or any professional body to have any qualifications or authorisations to work on the Assignment or the Assignment involves caring for or attending one or more persons under the age of eighteen or any person who by reason of age, infirmity or who is otherwise in need of care or attention, the Employment Business will take all reasonably practicable steps to obtain:
● Copies of any relevant qualifications or authorisations of the Temporary Worker, and
● Two references (not relatives of the Temporary Worker)
If the Employment Business is unable to do any of the above it shall inform the Client of the steps it has taken to obtain this information.
10.2 The Client agrees that arrangements in relation to each Temporary Worker and each Assignment represent individual contracts and that the Client shall have no right of set off or counter claim between individual arrangements. The Client agrees that no employment relationship shall exist between the Employment Business and the Temporary Worker, or the Temporary Worker and the Client.
11.1 The Client undertakes to review work carried out by the Temporary Worker sufficiently to ensure the Clients’ satisfaction with the Temporary Worker’s Assignment. If the Client reasonably considers that the services of the Temporary Worker are unsatisfactory, the Client may terminate the Assignment either by instructing the Temporary Worker to leave the Assignment immediately, or by directing the Employment Business to remove the Temporary Worker.
11.2 Any of the Client, the Employment Business or the Temporary Worker may terminate an Assignment at any time without prior notice and without liability.
11.3 The Client shall notify the Employment Business immediately and without delay and in any event within 24 hours if the Temporary
Worker fails to attend work or notifies the Client that the Temporary Worker is unable to attend work for any reason.
11.4 The Employment Business shall notify the Client immediately if it receives or otherwise obtains information which gives it reasonable grounds to believe that a Temporary Worker supplied to the Client is unsuitable for the Assignment and shall be entitled to terminate the Assignment forthwith without prior notice and without liability.
11.1 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.