Terms of Business
For the Introduction of Permanent Workers.
We are Automation Talent Recruitment Limited, whose registered office is at1 Ellerbeck Way, Stokesley, Teesside TS9 5JZ carrying on business as an employment agency (the “Company”); and You are a client or potential client of the Company and are the recipient of these Terms of Business (the “Client”)
Scope of Agreement
1.1 The parties hereby agree that this Agreement will govern every engagement by the Client, or an associated company of the Client, of every applicant notified by the Company to the Client from time to time (“Applicant”).
1.2 For the purpose of this Agreement, “Engagement” shall include every such fixed-term contract engagement, and shall include any use of an Applicant in the circumstances set out in clause 1.1, whether directly or indirectly (for example, where an Applicant provides services through a limited company) and whether full- time or part-time, and whether under a contract of service or for services, or under an agency, licensee, franchise, commission only, partnership agreement, or otherwise.
Acceptance and Authority to Act
2. These terms are deemed to be accepted by the Client in respect of each Applicant with effect from notification by the Company to the Client of the relevant Applicant. The Client authorises the Company to act on its behalf in seeking Applicants and, if the Client so requests, shall advertise for such Applicants through such methods as are agreed with the Client.
Standards Required
3.1 The Client agrees to provide to the Company sufficient information to enable the Company to assess the suitability of each relevant Applicant for each relevant Engagement. In this regard, the Client in particular agrees to provide the following information:
(a) the identity of the person who it is proposed will engage the relevant Applicant (this must be notified in respect of every proposed Engagement, to ensure that the correct associated company of the Client is identified), and, if applicable, the nature of the person’s business;
(b) the date on which it is proposed that the Engagement should begin, and the duration, or likely duration, of the Engagement;
(c) the position to be filled, including the type of work which the relevant Applicant would be required to do, the location at which and the hours during which he or she would be required to work;
(d) any risks to health or safety relevant to the Engagement, and what steps have been taken by the Client to prevent or control such risks;
(e) the experience, training, qualifications and any authorisation which are necessary (or which are required by law or by any professional body) for the relevant Applicant to possess in order to work in the position, and any expenses payable by or to the relevant Applicant;
(f) the minimum rate of pay and any other benefits to be offered in respect of the relevant position, and the intervals at which they would be paid; and
(g) where applicable, the length of notice which a successful Applicant would be required to give and entitled to receive, to end the Engagement. The Client agrees to provide the above information in writing and in good time before the commencement of the Engagement.
3.2 Subject to clause 3.1, the Company shall take reasonably practicable steps to ensure that the Applicant is aware of all applicable requirements for the Engagement.
3.3 The Company shall make reasonable endeavors to ensure the suitability of the relevant Applicant for the Engagement. However, the Client must also satisfy itself as to the suitability of the relevant Applicant and shall be responsible for taking up and/or confirming any references (including the confirmation of any professional or academic qualifications or any authorisation required by law) provided by the relevant Applicant and/or the Company before engaging such Applicant.
3.4 The Client shall be responsible for verifying that Applicant has the right to work in the United Kingdom, for the arrangement of any medical examinations and/or investigations into the medical history of any Applicant to satisfy any medical and other requirements or qualifications required by law.
Introduction Fee: When Payable
4.1 Subject to clause 5 an introduction fee (“Introduction Fee”) shall be payable by the Client to the Company in respect of any Engagement subsequent to notification by the Company to the Client (whether orally or otherwise) of the relevant Applicant.
4.2 The Client agrees to notify the Company in writing of the acceptance by the relevant Applicant of an Engagement together with details of the Applicant’s gross remuneration (see 5.2 below), as soon as practicable following such acceptance.
4.3 The Introduction fee is payable within 14 days of the date of the relevant invoice from the Company to the Client. For the avoidance of doubt payment must be made by electronic funds transfer.
4.4 In the event that the Engagement is for a fixed term contract of less than 12 months, the Introduction Fee will be calculated according to clause 5 and pro-rated according to the length of the fixed term contract, subject to a minimum fee of £2,000 (plus VAT).
4.5 If the relevant fixed term contract Engagement is extended beyond the initial fixed term, or if the Client re- engages the Applicant within 6 calendar months from the date of termination of the first period of Engagement, the Company shall have the right to charge additional Introduction Fees prorated in accordance with this subsequent period of engagement.
Introduction Fee and Fixed Term Fees: Method of Calculation
5.1 The Introduction Fee shall be a percentage (as set out at clause 5.3 below) of the gross remuneration payable to the relevant Applicant following the start of the relevant Engagement, subject to a minimum fee of £2000 (plus VAT)”Gross remuneration” is defined in clause 5.2 below.
5.2 “Gross remuneration” shall mean the first year’s equivalent annualised remuneration, including (without limitation) any bonuses/incentives, car allowances and any guaranteed payments to which the relevant Applicant may be entitled. (Any car provided to the relevant Applicant will be assessed as remuneration at the rate of £5,000 p.a. (plus VAT).) Where a placement is part-time the salary will be equated to the full time equivalent and the fee shall be levied on that salary. Where the Engagement is for a fixed term contract the Applicant’s salary will be equated to the annualised equivalent.
5.3 For the purpose of clause 5.1 above, the percentage(s) will be as follows:
Contingency Recruitment
• where the gross remuneration is up to £24,999: 15%
• where the gross remuneration is between £25,000 and £39,999: 20%
• where the gross remuneration is between £40,000 and £79,999: 25%
• where the gross remuneration is over £80,000: 30%
Fixed term contract
• where the gross remuneration is up to £24,999: 15%
• where the gross remuneration is between £25,000 and £39,999: 20%
• where the gross remuneration is between £40,000 and £79,999: 25%
• where the gross remuneration is over £80,000: 30%
Introduction Fee: Refunds
6.1 Subject to clause 6.2, if the relevant Applicant leaves the Client’s employment (other than through redundancy constructive or unlawful dismissal) within 13 weeks of commencement of the relevant Engagement, a percentage of the Introduction fee shall be refunded to the client as follows:
• 75 % if the departure is less than 2 weeks following commencement of the relevant Engagement
• 50% if the departure is within 3 to 8 weeks of commencement of the relevant Engagement
• 25% if the departure is within 9 to 12 weeks of commencement of the relevant Engagement
6.2 No refund is payable in any circumstances unless:
• the relevant departure is notified by the Client to the Company in writing within 7 days; and
• the Client has paid to the Company the Introduction Fee in full within 14 days of the date of relevant invoice
6.3 Should the Client or any associated company of the Client subsequently engage the Applicant within the period of six calendar months from the relevant date of departure, a full Introduction Fee calculated in accordance with clause 5 above becomes payable, notwithstanding any previous fees paid to the Company. For the avoidance of doubt, there shall be no entitlement to a refund of any kind following such subsequent Engagement.
6.4 There shall be no refund where the Engagement is for a fixed term contract Introduction Fee.
Liability
7.1 Subject to clause 7.3 below, the Company shall not be liable to the Client arising out of or in connection with this Agreement or in relation to the engagement or use of the Applicant or for (i) any loss of or damage to profit, revenue, savings, data, use, contract, goodwill or business or (ii) any indirect or consequential loss or damage, in each case howsoever caused or arising.
7.2 The term “howsoever caused or arising” when used in this clause 7 shall be construed widely to cover all causes and actions giving rise to liability, including but not limited to (i) whether arising by reason of any misrepresentation (whether made prior to and/or in this Agreement), negligence, breach of statutory duty, other tort, breach of contract, restitution or otherwise and (ii) whether arising under any indemnity and (iii) whether caused by any total or partial failure or delay in supply of the services of the Applicant by the Company.
7.3 Nothing in this Agreement shall limit or exclude any party’s liability for fraud or for death or personal injury caused by the negligence, or to the extent otherwise not permitted by law.
Indemnity
8. The Client shall indemnify and keep indemnified the Company against any costs, claims or liabilities incurred directly or indirectly by the Company arising out of any Engagement, including (without limitation) as a result of:
(a) any breach of this Agreement by the Client; and
(b) any breach by the Client or any associated company of the Client, or any of its or their employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity).
Entire Agreement/ Variation
9. This Agreement constitutes the entire and only legally binding agreement between the parties relating to the Engagement and replaces any previous agreements or arrangements. No variation to these terms on behalf of the Company can be made otherwise than in writing signed by a director of the Company.
Waiver
10. Any failure by the Company to enforce at any particular time any one or more of the terms of this Agreement shall not be deemed a waiver of such rights or of the right to subsequently enforce the terms of this Agreement.
Headings
11. Headings contained in this Agreement are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate.
Validity
12. If any provision, clause or part-clause of this Agreement is held to be invalid, void, illegal or otherwise unenforceable by judicial body, the remaining provisions of this Agreement shall remain in full force and effect to the extent permitted by law.
Force Majeure
13. The Company shall have no liability for any delay or failure in performance of its obligations to the Client where this arises from matters outside its reasonable control.
Third Parties
8. No provision of this Agreement shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999 (“the Act”). This does not, however, affect any right or remedy of a third party that exists or is available independently of the Act.
Overdue Debts
9. The Company may charge interest on all overdue debts under this Agreement at the rate of 4% per month.
Governing Law
10. This Agreement shall be governed by and construed in accordance with the laws of England and the par ties hereby submit to the non-exclusive jurisdiction of the English Courts.
Terms of Business for the Introduction of Temporary Workers
Automation Talent Recruitment Limited, whose registered office is at 1 Ellerbeck Way, Stokesley, Teesside TS9 5JZ, carrying on business as an employment business (the “Company”); and; You are a client or potential client of the Company and are the recipient of these Terms of Business (the “Client”)
The parties hereby agree to the introduction and supply by the Company to the Client of the temporary worker (or in the case of a limited company the contractor acting through its representatives) (the “Temporary Worker”) named in the engagement letter and/or relevant correspondence between the Company and the Client (the “Engagement Letter”) to provide the services identified in the Engagement Letter (the “Services”), on the following terms. “Assignment” means the period during which the Temporary Worker is supplied to the Client by the Company.
Acceptance and Commencement of Assignment
1.1 This Agreement is accepted by the Client with effect from the notification to the Client by the Company of the name of the Temporary Worker. The Assignment shall, subject to earlier termination in accordance with these terms, continue for the period set out in the relevant Engagement Letter.
1.2 These terms apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.3 Subject to clause 4.6 below, the Assignment shall commence at the start of the first day on which the Temporary Worker provides the Services to the Client.
1.4 Any services provided by the Company to the Client outside of the scope of the Assignment may be charged by the Company at its then current rates.
Charges
2.1 In respect of each hour worked by the Temporary Worker, the Client agrees to pay the hourly charge, plus VAT, as advised by the Company to the Client prior to the Assignment. Details of the hourly charge are confirmed in the Engagement Letter but also include the Company’ commission calculated as a percentage of the Temporary Worker’s hourly rate and employer’s National Insurance contributions. For the avoidance of doubt the Company reserves the right to increase the hourly charge subject to statutory requirements, including without limitation, any equal rights under the Agency Workers Regulations 2010 as amended from time to time (the “Regulations”).
2.1 In addition to the hourly charge, travelling, hotel, or other expenses may be agreed from time to time between the Company and the Client. Such expenses shall be itemised on the relevant invoice and charged, with VAT, to the Client.
2.2 Invoices, accompanied by copies of any available supporting Temporary Worker timesheet(s), will be sent to the Client on a weekly basis. Invoiced charges are payable by the Client direct to the Company immediately on receipt by the Client of the relevant invoice. Payment by the Client shall constitute acceptance of the level of the charges and the accuracy of any accompanying copy timesheet(s). For the avoidance of doubt payment must be made by electronic funds transfer. Any failure by the Client to approve a timesheet does not absolve the Client of its obligation to pay the charges in respect of hours worked.
Responsibility for Income Tax and National Insurance
3. The Company is responsible for the payment of a Temporary Worker’s remuneration in respect of the Services and shall deduct all applicable taxes (including any national insurance contributions) required by law.
Placement Fee
4.1 Subject to clauses 4.2 and 4.5 below, a placement fee (the “Placement Fee”) shall be payable by the Client to the Company if the Client:
4.1.1 makes use of the services either directly or indirectly (including through another Company) of the Temporary Worker (or, in circumstances where such Temporary Worker is provided through a supplier company, any other employees, representatives, contractors or sub-contractors of such supplier company introduced by the Company) other than pursuant to this Agreement; or
4.1.2 introduces the Temporary Worker to any other person (including but not limited to any subsidiary or associated company of the Client), subsequent to which the Temporary Worker’s services are used by that person or a person associated with that person (other than pursuant to this Agreement, or an equivalent agreement between the Company and that person).
4.2 The Placement Fee shall apply in circumstances where such use (as referred to in clause 4.1.1) or introduction (as referred to in clause 4.1.2) takes place within:
(a) the later period of (i) 9 months following the termination of the Assignment, or (ii) 9 months following the commencement of the Assignment (as defined in clause 4.7); or
(b) (where there has been no supply) the period of 9 months following the notification of the name of the Temporary Worker by the Company to the Client but prior to the commencement of the Assignment.
4.1 The Placement Fee shall be calculated in accordance with this clause 4.3 and shall be payable within 14 days from the date of invoice. The Placement Fee shall be a percentage (as set out at clause 4.4 below) of the gross remuneration payable to the Temporary Worker in respect of the provision of his or her services in the circumstances contemplated by clause 4.1 above, subject to a minimum of £2,000 (plus VAT).
“Gross remuneration” shall mean: either the first year’s equivalent annualised remuneration, including (without limitation) any bonuses/incentives, car allowances and any guaranteed payments to which the Temporary Worker may be entitled. (Any car provided to the Temporary Worker will be assessed as remuneration at the rate of £5,000 p.a. (plus VAT)), where a placement is par t-time the salary will be equated to the full-time equivalent and the fee shall be levied on that salary; or where the amount of the gross remuneration is not readily ascertainable by using the method set out above, it will be calculated as a multiple of 1,800 times the hourly charge (plus VAT, where applicable) at which the Temporary Worker was last supplied to the Client by the Company.
4.2 For the purpose of clause 4.3 above, the percentage will be as follows:
• where the gross remuneration is up to £14,999: 15%
• where the gross remuneration is between £15,000 and £24,999: 18%
• where the gross remuneration is between £25,000 and£39,999: 22%
• where the gross remuneration is between £40,000 and £79,999: 25%
• where the gross remuneration is over £80,000: 30%
• VAT will be charged in addition to the fee.
4.3 It is agreed that clause 4.1 shall not apply where either:
(a) following receipt by the Company of 5 business days prior written notice by the Client to the Company pursuant to this clause 4.5, the Client opts for an extended period of hire whereby it makes use of the services of the
Temporary Worker on the terms set out in this Agreement for a minimum of 26 continuous weeks from the date of such notice; or
(b) following receipt of the notice as set out in 4.5(a) above, the Company does not supply the Temporary
Worker to the Client on the terms set out in this Agreement for a minimum of 26 continuous weeks from the date of such notice (unless the Company is no way at fault for such failure of supply).
For the avoidance of doubt, this clause 4.5 (extended period of hire) shall be of no effect in relation to an engagement of the Temporary Worker in the circumstances set out under clause 4.1.2 (engagement by a third party).
4.1 There shall be no refund of the Placement Fee if the engagement pursuant to clause 4.1 is subsequently terminated, for whatever reason.
4.2 For the purpose of clause 4.2(a) only, the term ‘’within four teen weeks following the commencement of the Assignment” shall be defined by reference to Regulation 10(5) and (6) of The Conduct of Employment Agencies and Employment Businesses Regulations 2003 as amended from time to time.
4.3 Where the limited company named in the Engagement Letter and the Temporary Worker have given notice under regulation 32(9) of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 as amended from time to time of its decision to opt out of the application of such regulations in relation to the provision of such services, it is hereby acknowledged that clauses 4.5, 4.7, 4.2 (a) and 4.2 (b) shall not apply and a Placement Fee shall be payable in the circumstances set out in Clauses 4.1.1 and 4.1.2 in each case within 6 months from the later of the notification of the name of the Temporary Worker or the end of the assignment of the relevant worker
Standards Required
5.1 The Client agrees to provide to the Company sufficient information to enable the Company to confirm the suitability of the Temporary Worker for the Assignment. In this regard, the Client agrees to provide at least the following information:
(a) the duration, or likely duration, of the Assignment;
(b) the nature of the business and the position, the type of work the Temporary Worker would be required to do, the location at which and the hours during which he or she would be required to work;
(c) any risks to health or safety relevant to the Assignment and known to the Client, and what steps the Client has taken to prevent or control such risks and by instructing the Company to provide the Temporary Worker, the Client confirms that it has carried out a thorough risk assessment of the place(s) of work relating to the Assignment unless it has otherwise notified the Company;
(d) the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law or by any professional body, for the Temporary Worker to possess in order to work
in the position, and any expenses payable by or to the Temporary Worker, if requested by the Company,
(a) information on facilities provided by the Client to its permanent employees and which will be made available to the Temporary Worker;
(b) if requested by the Company, all such information as the Company may reasonably require in relation to the Client’s permanent employees in order for the Company to identify and calculate any rights of the Temporary
Worker under the Regulations including, basic pay and over time, bonuses and commission, duration of working time, night work, rest periods, annual leave and paid time off for ante natal appointments;
(c) whether the Temporary Worker has previously worked for the Client and if so the nature of the assignment and work and the duration.
5.1 The Client agrees to notify the Company of the above information and/or any changes in such information:
(a) in good time before the commencement of the Assignment; and
(b) without delay during the Assignment, where appropriate (for example, in the light of a change of circumstances).
5.2 Subject to confirmation from the Client to the Company of all the information referred to in this clause 5, the Company shall take reasonably practicable steps to ensure that the Temporary Worker is aware of all applicable requirements for the Assignment including any changes thereto.
5.3. The Client warrants that the information provided under paragraph 5.1 and 5.2 above is accurate and complete in all respects.
5.4. The Client shall be responsible for:
(a) providing a working environment in compliance with all relevant health and safety laws and regulations; and
(b) where there is an introduction but no supply of the Temporary Worker by the Company, but the Temporary Worker is subsequently engaged by the Client, for carrying out such checks and taking up such references to determine the suitability of the Temporary Worker.
Liability
6.1 The Company under takes to make all reasonable efforts to ensure reasonable standards of skill and experience from the Temporary Worker but no liability is accepted by the Company for any claim arising from failure to provide a Temporary Worker for all or part of an Assignment or from any loss or damage attributable to negligence, dishonesty, misconduct or lack of skill, experience, training qualifications, or authorisations of the Temporary Worker or attributable to any failure by the Client to provide information in accordance with clause 5 above.
6.1 Notwithstanding any other provision of this Agreement, but subject to clause 6.4 below, the Company shall not be liable to the Client arising out of or in connection with this Agreement and/or the provision of (or any delay in providing or failure to provide) the services of the Temporary Worker by the Company or for (i) any loss of or damage to profit, revenue, savings, data, use, contract, goodwill or business or (ii) any indirect or consequential loss or damage, in each case howsoever caused or arising.
6.2 The term “howsoever caused or arising” when used in this clause 6 shall be construed widely to cover all causes and actions giving rise to liability, including but not limited to (i) whether arising by reason of any misrepresentation (whether made prior to and/or in this Agreement), negligence, breach of statutory duty, other tort, breach of contract, restitution or otherwise and (ii) whether arising under any indemnity and (iii) whether caused by any total or partial failure or delay in supply of the services of the Temporary Worker by the Company.
6.3 Nothing in this Agreement shall limit or exclude any party’s liability for fraud or for death or personal injury caused by the negligence, or to the extent otherwise not permitted by law.
6.4 The Client shall notify the Company immediately if the Temporary Worker makes or threatens any claims in connection with the Agency Worker Regulations 2010.
Replacement Temporary Worker
7. The Client may, on reasonable grounds, terminate the Assignment provided that:
(a) the Client shall first give prior notice to the Company of such termination; and
(b) the Company shall have the right to replace a Temporary Worker with another individual to provide the Services. Any replacement Temporary Worker supplied pursuant to this clause shall be deemed to be supplied under the same terms as governed the original Temporary Worker under this Agreement. The provision of a substitute is in no way an acceptance by the Company that the work carried out by the Temporary Worker was not carried out in accordance with these terms.
Unsatisfactory Standards Procedure
8.1 If the Services provided through the Temporary Worker are established by the parties to be unsatisfactory, the Company shall reduce or cancel
the hourly charge provided that notification by the Client to the Company (confirmed in writing within five days) is received:
(a) within four hours of the Temporary Worker commencing the Assignment, unless
(b) the Assignment is for seven hours or less, in which case within two hours of the Temporary Worker commencing the Assignment.
8.2 In the circumstances set out in clause 8.1 above, the Company shall have the right to replace a Temporary Worker with another individual to provide the Services. The provision of a substitute is in no way an acceptance by the Company that the work carried out by the Temporary Worker was not carried out in accordance with these terms.
Responsibility
9.1 The Temporary Worker has been engaged by the Company under a contract for services. The Temporary Worker is deemed to be under the super vision, direction and control of the Client from the time he/she reports to take up duties and for the duration of the Assignment.
9.2 The Client agrees to be responsible for all acts, errors or omissions of the Temporary Worker, whether willful, negligent or otherwise, as though the Temporary Worker was an employee of the Client.
9.3 The Client will also comply in all respects in relation to the Temporary Worker with all statutes (including, for the avoidance of doubt, the Working Time Regulations 1998), by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the Client’s own staff (excluding the matters specifically mentioned in clause 3 above) or to which it would be subject if the Temporary Worker were an employee of the Client. This includes in particular the provision of adequate employer’s and public liability insurance cover for the Temporary Worker during the Assignment, and full compliance with all applicable health and safety obligations. The Client shall not bring, or seek to bring, any claim (including any claimed right of set-off) against the Company in respect of any matter for which it agrees to assume liability in this clause 9.2. The provisions of clauses 9.3, 9.4 and 9.6 shall not apply if the Temporary Worker is an individual who is contracting with the Company via a limited company.
9.4 The Client will assist the Company in complying with the Company’ duties under the Working Time Regulations by supplying without delay any relevant information about the Assignment requested by the Company. The Client will not do anything to cause the Company to be in breach of its obligations under these Working Time Regulations. In particular, 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 Company of this requirement before the commencement of that week.
9.5 The Client will inform the Company when certification held by the Temporary Worker or new certification arranged by the Client for the Temporary Worker is used outside of the original assignment requirements. Without this notice the Company will not be responsible for the validity or consequences related to the certification
9.6 The Client shall be responsible for ensuring that the Temporary Worker obtains all rights afforded to it under the Regulations, including without limitation:
(a) access to facilities provided by the Client which are available to the Client’s permanent employees (such as canteen, crèche, transport services, toilet/shower facilities, staff room, prayer room and car parking); and
(b) the same information about permanent job vacancies within the Client that the Client would give to its own permanent employees during the period of the Temporary Worker’s relevant Assignment.
9.7 The provisions of clauses 9.3, 9.4 and 9.6 shall not apply if the Temporary Worker is an individual who is contracting with the Company via a limited company.
9.8. The Client shall not request the Company to introduce or supply a Temporary Worker to perform the duties normally performed by a worker who is taking part in a strike or other industrial action or the duties normally performed by any other worker employed by the hirer and who is assigned by the Client to perform the duties normally performed by the worker who is taking part in the strike.
Confidentiality and Data Protection
10.1 Except as permitted by law each party shall not disclose any Confidential Information relating to the other party without the other party’s prior written consent either during or after termination of any Assignment. For the purposes of this Clause, “Confidential Information” means any information relating to the business and affairs of the Company and/or the Client (including, without limitation, the charges and rates payable under these terms in relation to any Temporary Worker) and which comes to either party’s attention or possession and which either party regards or could reasonably be expected to regard as confidential, whether or not any such tangible information is marked confidential.
10.2 To the extent that any data or information belonging to the Client is personal data within the meaning of the Data Protection Act 1998 or equivalent legislation in the territory:
(a) the Company will process such data and information only in accordance with the Client’s instructions;
(b) the Client consents to the Company transmitting such data and information to a country or territory outside the European Economic Area; and
(c) the Company will take such technical and organisational measures against unauthorised or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate to the Client as data controller.
Indemnity
11.The Client shall indemnify and keep indemnified the Company against any costs, claims or liabilities incurred directly or indirectly by the Company arising out of or in connection with any Assignment including (without limitation) as a result of:
(a) any breach of this Agreement by the Client (including, without limitation, any breach of the warranty under Clause 5.4);
(b) any breach by the Client or any associated company of the Client or any of its or their employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity);
(c) any matter in respect of which the Client has agreed to take responsibility in clause 9.2 or 9.4 above;(d) any failure by the Client to afford the Temporary Worker equal working conditions;
(d) the Client engaging (or instructing the Company to engage) in any anti- avoidance measures prohibited by the Regulations; and
(e) the Client requesting the Services of any supplier company and treating (or instructing the Company to treat) such supplier company as falling outside of the scope of the Regulations.
Entire Agreement Variation
12.1 This Agreement, together with the details provided in the Engagement Letter, constitutes the entire and only legally binding agreement between the parties relating to the Assignment, and replaces any previous agreements or arrangements. Each party acknowledges and agrees that in entering into this Agreement it does not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person other than as expressly set out in this Agreement.
12.2 No variation to these terms on behalf of the Company can be made otherwise than in writing signed by an authorised signatory of the Company.
Assignment
13. The Client shall not assign, transfer, sub-contract or novate its obligations under this Agreement or any Assignment without the Company’ prior written consent.
Waiver
13. Any failure by the Company to enforce at any particular time anyone or more of the terms of this Agreement shall not be deemed a waiver of such rights or of the right to subsequently enforce the terms of this Agreement.
Headings
14. Headings contained in this Agreement are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate.
Validity
15. If any provision, clause or part-clause of this Agreement is held to be invalid, void, illegal or otherwise unenforceable by judicial body, the remaining provisions of this Agreement shall remain in full force and effect to the extent permitted by law.
Force Majeure
16. The Company shall have no liability for any delay or failure in performance of its obligations to the Client where this arises from matters outside its reasonable control.
Third Parties
17. No provision of this Agreement shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999 (‘’the Act’’). This does not, however, affect any right or remedy of a third party that exists or is available independently of the Act.
No Employment
18. Nothing in this Agreement shall give rise to an employment relationship between the Temporary Worker and either the Company or the Client.
Overdue Debts
19. The Company may charge interest on all overdue debts under this Agreement at the rate of 4% per month.
Governing Law
20. This Agreement shall be governed by and construed in accordance with the laws of England and the par ties hereby submit to the non-exclusive jurisdiction of the English Courts in relation to any claim or dispute arising out of or in connection with this Agreement (including non-contractual disputes or claims).