| NOTES |
|---|
| The terms set out on this page apply if you are an employment business providing us with temporary workers. Under these terms, we agree to pay an hourly rate to each employment business which provides temporary workers. |
| If you are an employment business providing us with permanent workers, please consult the appropriate terms Supply of Permanent Workers Terms of Business. |
| The Employment Business’ attention is drawn in particular to the provisions of clause 10 in connection with the liability of the Employment Business. |
Supply of Temporary Staff Terms of Business
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this agreement (the Agreement):
- Actual Vacancies: the Company’s vacant positions about which the Company informs the Employment Business from time to time in accordance with this Agreement.
- Assignment: the performance of services by the Temporary Worker for the Company (and the expression whilst on Assignment and similar experiences shall be construed accordingly).
- AWR 2010: The Agency Workers Regulations 2010.
- Business Day: a day other than a Saturday, Sunday or public holiday when banks in the UK are open for business.
- Company: Atom Supplies Limited of Unit 1, Ton Business Park, 2-8 Morley Road, Tonbridge, Kent, TN9 1RA with company number 03193057 and the VAT registration number GB662241553, together with any subsidiary or associated firm or corporate body.
- Conduct Regulations 2003: The Conduct of Employment Agencies and Employment Business Regulations 2003.
- Control: (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.
- Employment Business: the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) by which the Temporary Worker is Introduced.
- Engagement: the employment or use of the Temporary Worker by the Company or any third party to whom the Temporary Worker has been introduced by the Company directly, on a permanent or temporary basis, under a contract of service or for services (that is, otherwise than through the Employment Business), and Engage, Engages and Engaged shall be construed accordingly.
- Introduction: the Company’s interview of a Temporary Worker (in person, by telephone or by any other means, including by way of a trial period of Assignment), following the Company’s instruction to the Employment Business to search for a Temporary Worker, which leads to an Engagement of the Temporary Worker, and Introduces and Introduced shall be construed accordingly.
- Qualifying Period: the 12-week qualifying period as defined in regulation 7 of the AWR 2010, subject to regulations 8 and 9 of the AWR 2010.
- Screen: the carrying out of all reasonable steps to obtain and verify: (a) the identity and home address of the Temporary Worker; (b) details of any relevant qualifications or authorisations of the Temporary Worker; and (c) two professional references for the Temporary Worker. Should the Employment Business fail to provide such information or documentation (as the case may be) to the Company, it shall inform the Company of all steps it has taken to obtain that information or documentation (as the case may be).
- Temporary Worker: a worker Introduced and supplied by the Employment Business to the Company to provide services to the Company not as an employee of the Company, who is deemed to be an agency worker for the purposes of regulation 3 of the AWR 2010.
- Temporary Worker Fee: the hourly fee payable by the Company in respect of a Temporary Worker whilst on Assignment which is agreed between the Company and the Employment Business (being, without prejudice to clause 5.5, the total liability of the Company to the Employment Business in respect of that Temporary Worker).
- Transfer Fee: the fee calculated in accordance with Schedule 1 and Schedule 2 to this Agreement.
- TUPE: The Transfer of Undertakings (Protection of Employment) Regulations 2006.
- VAT: value added tax chargeable under the Value Added Tax Act 1994.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 A reference to a subsidiary means a subsidiary company as defined in section 1159 of the Companies Act 2006.
1.5 A reference to a statute or statutory provision is a reference to it as amended, extended, re-enacted or replaced from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.6 A reference to writing or written includes e-mail.
1.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.8 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Employment Business’ Obligations
2.1 This Agreement is between the Employment Business and the Company for the supply of Temporary Workers by the Employment Business to the Company. For the purposes of the Conduct Regulations 2003, the Employment Business acts as an employment business in relation to the Introduction and supply of Temporary Workers pursuant to this Agreement.
2.2 The Employment Business agrees to search, in the United Kingdom, for Temporary Workers who meet the Company’s minimum qualifications and any other additional criteria, as provided by the Company, for the Actual Vacancies.
2.3 The Employment Business agrees to Screen all Temporary Workers and Introduce to the Company only Temporary Workers who meet the minimum criteria for the position as set out by the Company and have an interest in the positions for which they are Introduced.
2.4 The Employment Business will only Introduce Temporary Workers who are employed by the Employment Business. Without prejudice to the generality of the foregoing, the Employment Business shall not Introduce Temporary Workers whom the Employment Business regards, or treats, as self-employed or as being engaged as consultants.
2.5 The Employment Business will only Introduce Temporary Workers who have the right to work in the United Kingdom and, in particular, the Employment Business shall comply with the Immigration Asylum and Nationality Act 2006 and other relevant UK legislation or equivalent legislation in the relevant jurisdiction as well as any regulations or relevant codes of practice regarding the reporting of labour movements, concealed employment and the employment of foreign workers.
2.6 Prior to the commencement of the Introduction, the Employment Business will provide the Company with confirmation of:
2.6.1 the identity of the Temporary Worker; and
2.6.2 the Temporary Worker’s experience, training, qualifications and authorisations necessary for the Assignment.
2.7 The Employment Business shall not provide any Temporary Worker for a period in excess of 11 weeks without the prior written consent of the Company (which consent is specific to the relevant Temporary Worker).
3. Company’s Obligations
3.1 Subject to clause 5.4, when making a request for the provision of a Temporary Worker to perform an Assignment, the Company will give the Employment Business details of:
3.1.1 the date on which the Company requires the Temporary Worker to commence work and the duration, or likely duration, of the work;
3.1.2 the position which the Company seeks to fill, including the type of work the Temporary Worker in that position would be required to do, the location at which, and the hours during which, the Temporary Worker would be required to work;
3.1.3 the experience, training, qualifications and any authorisation which the Company considers are necessary, or which are required by law, or by any professional body, for the Temporary Worker to possess in order to work in the position; and
3.1.4 any information reasonably required by the Employment Business in order for the Employment Business to fulfil its obligations under the AWR 2010.
3.2 The Company warrants that all information and documentation supplied to the Employment Business in accordance with this clause 3 is accurate.
4. Temporary to Permanent
4.1 If, following the supply of a Temporary Worker by the Employment Business to the Company, the Company Engages the Temporary Worker before the expiry of the Qualifying Period, the Company will pay the Employment Business the Transfer Fee.
4.2 The Transfer Fee will not be payable if the Company gives written notice to the Employment Business that it intends to continue the hire of the relevant Temporary Worker through the Employment Business for the remaining weeks required to complete the Qualifying Period (Extended Assignment) before it Engages the Temporary Worker.
4.3 Where the Company decides (in accordance with clause 4.2) to have the Temporary Worker supplied by the Employment Business for the Extended Assignment:
4.3.1 the Temporary Worker Fees payable by the Company during the Extended Assignment shall be those applicable immediately before the Employment Business received the Company’s notice of election; and
4.3.2 at the end of the Extended Assignment, the Company may Engage the Temporary Worker without paying the Transfer Fee.
5. Temporary Workers
5.1 The Employment Business shall notify the Company promptly if it believes that any Temporary Worker is unsuitable for the Assignment or becomes aware of any matter that indicates that a Temporary Worker may be unsuitable for the Assignment or is inconsistent with any information previously provided (including where a Temporary Worker ceases to have the appropriate approvals or a right to work in the United Kingdom or where this Agreement may be or has been breached).
5.2 If the Company decides that a Temporary Worker is unsuitable to perform the Assignment, then the Company shall notify the Employment Business of that fact giving the grounds for its dissatisfaction promptly.
5.3 If the Company is dissatisfied with any Temporary Worker it shall have the right to terminate the Assignment with immediate effect and without liability. If the Company terminates the Assignment:
5.3.1 within 24 hours after the commencement of the Assignment, then no Temporary Worker Fees shall be payable, and
5.3.2 more than 24 hours after the commencement of the Assignment, then Temporary Worker Fees shall be payable up to the time and date of such termination.
5.4 The Company reserves the right to change its requirements at any time before the commencement of the Assignment without any liability to the Employment Business whatsoever. Such amendment shall be effective immediately upon the Company providing notice to the Employment Business (which may be given in person, by telephone or in writing).
5.5 Subject to clause 5.1, the Company will pay the Employment Business Temporary Worker Fees in respect of time spent by Temporary Workers on Assignment. No Temporary Worker Fees or other fees shall be charged by the Employment Business or payable by the Company otherwise than in respect of time spent by a Temporary Worker on Assignment. The Temporary Worker Fees comprise the Temporary Worker’s pay and holiday pay as well as employer’s National Insurance contributions, and include the Employment Business’ commission and/or margin. The following conditions apply to the Temporary Worker Fees:
5.5.1 they are calculated according to the number of complete hours worked by the Temporary Worker;
5.5.2 the Company shall produce a digital time sheet verifying the number of hours worked by the Temporary Worker during a particular week, and shall submit that digital time sheet to the Employment Business. If the Employment Business disputes the hours claimed in good faith, the Employment Business shall inform the Company as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with the Company to enable the Employment Business to establish how many complete hours were worked by the Temporary Worker;
5.5.3 it is acknowledged that the Company shall not decline to produce a digital time sheet on the basis that it is dissatisfied with the work performed by the Temporary Worker. In cases of unsuitable or unsatisfactory work the provisions of clauses 5.2 and 5.3 shall apply;
5.5.4 all invoices shall be submitted together with all applicable digital time sheets;
5.5.5 invoices are payable within 30 days after the end of the month of receipt by the Company;
5.5.6 for the avoidance of doubt, the Company shall not be required to pay Temporary Worker Fees in respect of any period during which a Temporary Worker was absent (for whatever reason);
5.5.7 the Employment Business shall not withhold any payment due to a Temporary Worker because of any failure by the Company to pay the Employment Business; and
5.5.8 no increase in the Temporary Worker Fees shall take effect without the Company’s prior written consent or as a direct result of relevant legislative changes.
6. Fees and VAT
6.1 Where any taxable supply for VAT purposes is made to the Company under the Agreement, the Company shall, on receipt of a valid VAT invoice from the Employment Business, pay to the Employment Business such additional amounts in respect of VAT as are chargeable on the relevant supply.
6.2 If the Company fails to make any payment due to the Employment Business under this Agreement by the due date for payment then the Company shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of HSBC Bank plc from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Company shall pay the interest together with the overdue amount.
7. Term
This Agreement shall continue, unless terminated earlier in accordance with clause 8, until either party gives to the other party 60 Business Days’ notice to terminate.
8. Default and Early Termination
8.1 Without affecting any other right or remedy available to it, the Company may terminate this Agreement with immediate effect by giving written notice to the Employment Business if:
8.1.1 the Employment Business commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of receipt of notice in writing requiring it to do so;
8.1.2 there is a change in Control of the Employment Business;
8.1.3 the Employment Business repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
8.1.4 the Employment Business undertakes any procedure connected with an inability to pay its debts as they fall due, in any jurisdiction, which involves negotiations or agreement with creditors; the filing of any document in connection with the winding up of the Employment Business; an application to court or any formal insolvency arbiter in connection with the appointment of a manager, receiver, security holder or other insolvency professional in connection with the management of the Employment Business’ affairs; the appointment of any such manager, receiver, security holder or professional; or the enforcement of any security (or steps preparatory to the enforcement of any security), not being (in any case) a spurious or unsubstantiated step or procedure which is discharged (or otherwise not upheld);
8.1.5 the Employment Business suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business;
8.1.6 there is any transfer or alleged transfer by operation of law of the employment of any of the Employment Business’ employees or any Temporary Worker to the Company, including pursuant to or otherwise in connection with TUPE; or
8.1.7 the Employment Business (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
9. Effect of Early Termination
9.1 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
9.2 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
10. Indemnities and Insurance
10.1 The Employment Business shall indemnify and hold the Company harmless from and against any and all expenses, damages, claims, suits, losses, actions, judgments, liabilities, and costs whatsoever (including legal fees on a full indemnity basis) (Losses) suffered or incurred by the Company arising out of, connected with, or resulting from, the Employment Business’ negligence, misrepresentation or breach of this Agreement.
10.2 The Employment Business shall indemnify and hold the Company harmless against all Losses suffered or incurred by the Company:
10.2.1 relating to any National Insurance contributions, income tax or other taxation obligations where such liability, assessment, or claim arises or is made in connection with payments made by the Company in respect of any Temporary Worker on Assignment; and
10.2.2 arising from any claim by a Temporary Worker to be an employee of the Company, including any claim for wrongful or unfair dismissal or redundancy payments.
10.3 The Employment Business shall indemnify and hold the Company harmless against all Losses suffered or incurred by the Company arising out of or in connection with any termination of this Agreement by reason of any transfer or alleged transfer by operation of law of the employment of any of the Employment Business’ employees or any Temporary Worker to the Company, including pursuant to or otherwise in connection with TUPE.
10.4 The Employment Business shall be responsible for the deduction and payment of all tax, National Insurance contributions and other taxes and levies payable in respect of all Temporary Workers on Assignment and shall keep the Company and any successor to the Employment Business indemnified and shall hold the Company harmless against all losses suffered or incurred by the Company arising out of any failure to calculate and to pay any such income tax contributions and other taxes and levies correctly.
10.5 The Employment Business shall ensure that all Temporary Workers are contractually obliged to comply with:
10.5.1 all relevant statutes, laws, regulations and codes of practice from time to time in force in the performance of an Assignment and applicable to the Company’s business;
10.5.2 the Company’s health and safety policy whilst the Temporary Workers are on the Company’s premises or otherwise on Assignment; and
10.5.3 a restriction not to disclose any confidential information of the Company or any of the Company’s customers, suppliers, other counterparts or agents, which they may acquire during the course of the Assignment.
10.6 The Employment Business shall at all times comply with its obligations under applicable legislation, including the AWR 2010.
10.7 The Company shall at all times comply with its obligations under the AWR 2010, including providing Temporary Workers with access to collective facilities and amenities and employment opportunities subject to and in accordance with regulation 12 and 13 of the AWR 2010.
10.8 In the event that either party receives an allegation by any Temporary Worker that there has been a breach of the AWR 2010 in relation to the supply of that Temporary Worker to the Company by the Employment Business (whether that allegation has been made as a request for information under regulation 16 of the AWR 2010 or otherwise), it shall provide a copy of that allegation to the other party within seven days of receipt. The parties shall co-operate with each other in relation to responding to that allegation, which shall include supplying any information which may be reasonably requested by the other party, and complying with any reasonable requests in relation to the contents of any response.
11. Pay Whilst Not On Assignment
Without prejudice to the Employment Business’ obligations under clause 2, all Temporary Workers are the employees of the Employment Business but are deemed to be under the supervision and direction of the Company whilst on Assignment only.
12. Confidentiality
12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information of the other party (including information relating to the business, affairs, customers, clients or suppliers of that other party or of any member of the group of companies to which the other party belongs), except as permitted by clause 12.2.
12.2 Each party may disclose the other party’s confidential information:
12.2.1 to those of its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with clause 12.1; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority of competent jurisdiction.
12.3 No party shall use the other party’s confidential information for any purpose other than to perform its obligations under this Agreement.
13. Data Protection Compliance
13.1 To the extent that any data or information belonging to the Company which the Company makes available to the Employment Business is personal data within the meaning of the Data Protection Act 1998:
13.1.1 the Employment Business will process such data and information only in accordance with the Company’s instructions or as necessary to take reasonable advantage in good faith of the relevant terms of this Agreement; and
13.1.2 the Employment Business will not transmit such data and information to a country or territory outside the European Economic Area without the Company’s prior express written consent.
13.2 To the extent that any data or information belonging to the Employment Business which the Employment Business makes available to the Company is personal data within the meaning of the Data Protection Act 1998:
13.2.1 the Company will process such data and information only in accordance with the Employment Business’ instructions or as necessary to take reasonable advantage in good faith of the relevant terms of this Agreement; and
13.2.2 the Company will not transmit such data and information to a country or territory outside the European Economic Area without the Employment Business’ prior express written consent.
14. Assignment and other Dealings
The Employment Business shall not sub-contract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent without the prior written consent of the Company. It shall be a condition of such consent that the sub-contractor signs and observes an Agreement containing terms at least as onerous as those contained in this Agreement. Without prejudice to this clause, the Employment Business shall in all cases retain sole responsibility for the performance of the tasks assigned to it under this Agreement, regardless of the use of authorised or unauthorised sub-contractors and the Employment Business shall be liable for the acts and omissions of any sub-contractor (of any tier and whether authorised or unauthorised) or any intermediaries whatsoever as if they were the acts and omissions of the Employment Business itself.
15. No Partnership or Agency
15.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
15.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
16. Entire Agreement
16.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.2 Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement
16.3 This Agreement applies to the exclusion of any other terms that the Employment Business seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
16.4 No employee, worker, consultant, agent or other representative of the Company who is not a director of the Company has any authority to bind the Company to any contractual terms other than this Agreement. No director of the Company has authority to bind the Company to any contractual terms other than this Agreement otherwise than by way of signature of a written document.
17. Third Party Right
No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
Copyright in these terms belongs exclusively to ATOM Supplies Ltd.
All rights (including moral rights) are asserted and reserved.