| 1. |
DEFINITIONS
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| 1.1. |
In these Terms Of Business the following definitions
apply:
"Assignment" means the period during
which the Temporary Worker is supplied to render services
to the Client;
"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;
"The Employment Business" means Ashley
Stewart Limited of 4 Margaret Street, London, W1W 8RF;
"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 Client
"Transfer Fee" means the fee payable
in accordance with clause 7.1 below and Regulation 10
of the Conduct of Employment Agencies and Employment
Businesses Regulations 2003.
"Introduction Fee" means the fee payable
in accordance with clause 7.2 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 or information which
identifies the Temporary Worker; and which leads to
an Engagement of that Temporary Worker.
"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 10% will be added to the salary in order to calculate
the Employment Business' fee.
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| 1.2 |
Unless the context otherwise
requires, references to the singular include the plural.
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1.3
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The headings contained in these
Terms are for convenience only and do not affect their
interpretation
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|
2.
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THE CONTRACT
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| 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
information about the Temporary Worker to any third party
following an Introduction.
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| 2.2 |
These Terms contain the entire
agreement between the parties and unless otherwise agreed
in writing by Ms Amanda Jackson, the Managing Director/Owner
of the Employment Business, these Terms prevail over any
terms of business or purchase conditions put forward by
the Client.
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|
2.3
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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.
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| 3. |
CHARGES
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| 3.1 |
The Client agrees to pay such hourly charges of the
Employment Business as shall be notified to and agreed
with the Client. The hourly charges are calculated according
to the number of hours worked by the Temporary Worker
(to the nearest quarter hour) and comprise mainly the
Temporary Worker's pay but also include the Employment
Business' commission calculated as a percentage of the
Temporary Worker's pay, employer's National Insurance
contributions and any travel, hotel or other expenses
as may have been agreed with the Client, or if there
is no such agreement, such expenses as are reasonable.
VAT, if applicable, is payable on the entirety of these
charges.
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| 3.2 |
The charges are invoiced to
the Client on a weekly basis and are payable within 14
days. The Employment Business reserves the right to charge
interest on any overdue amounts at the rate of 8% per
annum (above the base rate from time to time of Lloyds
TSB PLC Bank) from the due date until the date of payment.
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| 3.3 |
There
are no rebates payable in respect of the charges of the
Employment Business.
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4.
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INFORMATION TO BE PROVIDED
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| 4.1 |
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 apprenticeship or a contract for services;
and that the Temporary Worker is willing to work in the
Assignment.
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|
4.2
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Where such information is not given in the 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 the Temporary Worker is being Introduced
for an Assignment in the same position as one in which
the Temporary Worker has previously been supplied within
the previous five business days and such information
has already been given to the Client, unless the Client
requests that the information be resubmitted.
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5.
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TIME SHEETS
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| 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 the Employment Business'
time sheet verifying the number of hours worked by the
Temporary Worker during that week.
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| 5.2 |
Signature of the time sheet
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.
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| 5.3 |
The Client shall not be entitled
to decline to sign a timesheet on the basis that s/he
is
dissatisfied with the work performed by the Temporary
Worker. In cases of unsuitable work the Client should
apply the provisions of clause 10.1 below.
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6.
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PAYMENT OF THE TEMPORARY WORKER
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6.1
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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.
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7.
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TRANSFER AND INTRODUCTION OF FEES
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7.1
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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, within
either
| o |
The duration of the Assignment;
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| o |
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
|
| o |
8 weeks from the day after
the last day the Temporary Worker worked on the
Assignment |
the client shall be liable to, either
| a) |
A Transfer Fee
calculated as follows: the relevant percentage of
salary 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 3.1 multiplied by 300. 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.
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| b) |
Subject to electing upon
giving 7 days notice, an extended period of hire
of the Temporary Worker being 52 weeks during which
the Client shall pay a fixed sum according to the
hourly rate. |
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.
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| 7.2 |
In the event that there is an Introduction of a Temporary
Worker to the Client which does not result in the supply
of the 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
6 months from the date of Introduction the Client shall
be liable, to either:
| a) |
Subject to electing upon
giving 7 days notice, a period of hire of
the Temporary Worker being 26 weeks during which
the client shall pay the hourly charges agreed pursuant
to clause 3.1 above for each hour the Temporary
Worker is so employed or supplied; or
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| b) |
An Introduction Fee
calculated as follows: the relevant percentage of
salary 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 3.1 multiplied by 300. 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 Transfer Fee shall be due.
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| 7.3 |
In the event that the Engagement of the Temporary
Worker is for a fixed term of less than 12 months, the
fee in clause 7.1 (a) or 7.2 (b), calculated as a percentage
of the Remuneration, will apply pro-rata. 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 additional
Remuneration applicable for the period of Engagement
following the initial fixed term up to the termination
of the second Engagement or the first anniversary of
its commencement, whichever is sooner.
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| 7.4 |
If the Client elects for an extended period of hire,
as set out above, 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 an extended period of
hire, the Introduction Fee calculated in accordance
with either 7.1 (a) or 7.2 (b) may be charged, reduced
by such percentage to reflect the period of extended
hire already undertaken by the Temporary Worker and
paid for by the Client.
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| 7.5 |
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 within either
| o |
The duration of the Assignment
|
| o |
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
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| o |
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 as follows: the relevant percentage of
salary 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 3.1 multiplied by 300. 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. |
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| 7.6 |
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 6 months from the date of Introduction
the Client shall be liable, to an Introduction Fee
calculated as follows: the relevant percentage of salary
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 3.1 multiplied by 300.
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.
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| 8. |
LIABILITY
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| 8.1 |
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 booking 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.
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| 8.2 |
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.
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| 8.3 |
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. Where the Client requires or may require
the services of a Temporary Worker for more than 48 hours
in any week, the Client must notify the Employment Business
of this requirement before the commencement of that week.
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| 8.4 |
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.
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| 8.5 |
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 and 8.3 and/or
as a result of any breach of these Terms by the Client.
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9.
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SPECIAL SITUATIONS
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| 9.1 |
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 and offer
to provide to the Client:
| o |
Copies of any relevant
qualifications or authorisations of the Temporary
Worker, and
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| o |
Two references from persons
not related to the Temporary Worker who have agreed
that the references they provide may be disclosed
to the Client
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and has taken all reasonably practicable steps to confirm
that the Temporary Worker is suitable for the Assignment.
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 in any event.
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10.
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TERMINATION
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| 10.1 |
The Client undertakes to supervise the Temporary Worker
sufficiently to ensure the Client's satisfaction with
the Temporary Worker's standards of workmanship. 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. The Employment Business may, in such
circumstances, reduce or cancel the charges for the
time worked by that Temporary Worker, provided that
the Assignment terminates: -
| a) |
Within four hours of the
Temporary Worker commencing the Assignment where
the booking is for more than seven hours; or
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| b) |
Within two hours for bookings
of seven hours or less;
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And also provided that notification of the unsuitability
of the Temporary Worker is confirmed in writing to the
Employment Business within 48 hours of the termination
of the Assignment.
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| 10.2 |
Any of the Client, the Employment
Business or the Temporary Worker may terminate an Assignment
at any time without prior notice and without liability.
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| 10.3 |
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.
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| 10.4 |
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 terminate the
Assignment under the provisions of clause 10.2.
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| 11. |
LAW
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| 11.1 |
These Terms are governed by the laws of England &
Wales/Scotland/Northern Ireland and subject to the exclusive
jurisdiction of the Courts of England & Wales/ Scotland/Northern
Ireland.
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