Standard Terms of Business for the Introduction And Supply of Candidates (Perm/Temp/PSC)

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1.Definitions and Interpretation

1.1   In these terms of business (‘Terms’) the following definitions apply:

Agency Worker: a Candidate that is Supplied as an agency worker as defined by the AWR

Applicable Law: any law, rule, statute, regulation, instrument, order, judgment, decree, treaty or other requirement having the force of law in any jurisdiction including without limitation the United Kingdom (‘UK’), the jurisdiction in which the Services are to be performed and the jurisdiction in which the Contractor is incorporated and registered (collectively, the ‘Law’) relating or applicable to the Contractor and/or each Operative. Applicable Law also includes, where appropriate, any interpretation of the Law (or any part thereof) by any person having jurisdiction over it or charged with its administration or interpretation

Apprenticeship Levy: the apprenticeship levy due in accordance with the Finance Act 2017 and the Income Tax (Pay as you Earn) (Amendment) Regulations 2017

Assignment: the period during which a Candidate is Supplied, whether directly or indirectly, to work temporarily for or on behalf of Client or End Client

Assignment Fee: Company’s fee for services provided by a Candidate during an Assignment

Assignment Schedule: a schedule issued pursuant to these Terms provided by Company to Client confirming the details of an Assignment

AWR: the Agency Workers Regulations 2010

Candidate: any person or body corporate through which a person offers services on any basis (including any representative, officer or employee of such body corporate), in respect of whom or which Company provides information to Client and includes a Contractor and an employee of Company.

Client: any person, firm and/or body corporate that is the recipient of these Terms together with any subsidiary or associated body corporate (as defined by the Companies Act 2006) and to whom or which a Candidate is Introduced

Company: LMA Recruitment Limited with registration number 03714048

Comparator Terms: the pay and basic working and employment conditions set out in Regulation 6 of the AWR which would have applied had the Candidate been engaged directly by Client on the first day of the Engagement to undertake the same work

Conduct Regulations: the Conduct of Employment Agencies and Employment Businesses Regulations 2003

Contractor: the firm or corporate body Introduced by the Company to provide Contractor Services (and save where otherwise indicated, includes each Operative and any third party to whom the provision of the Contractor Services is assigned or sub-contracted with the prior approval of Client and any officer, employee, worker or representative of any such third party)

Contractor Services: the services that Client requires a Contractor to provide, as detailed in the relevant Assignment Schedule

Direct Engagement: any Engagement of a Candidate by Client or End Client, other than by way of a Supply, following an Introduction by Company for the purposes of an Assignment and ‘Directly Engaged’ shall be construed accordingly

Data Protection Laws: all applicable laws relating to data protection and privacy including but not limited to the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any applicable national implementing laws, regulations or secondary legislation

Employment Agency and Employment Business: as defined by the Employment Agencies Act 1973

End Client: any person or company to whom or which Client has disclosed information about a Candidate whether directly or indirectly and to or on behalf of whom or which such Candidate provides services whether directly or indirectly

Engagement: any engagement, employment or use of a Candidate by or for the benefit of Client or End Client, on a permanent, fixed term or temporary basis, whether full or part time, whether express or implied, whether direct or indirect, whether under a contract of service or for services; under a company, licence, franchise or partnership agreement; through a limited company of which Candidate is an officer, shareholder, employee or otherwise connected person or through a third party intermediary, regardless of the role undertaken by Candidate and ‘Engage’, ‘Engages’ and ‘Engaged’ shall be construed accordingly

Fees: Introduction Fees, Assignment Fees and Transfer Fees

Group: the ultimate parent or holding company of Company from time to time together with all of such company’s subsidiaries and subsidiary undertakings from time to time

Insolvency Event: insolvency within the meaning of the Insolvency Act 1986, a winding up order or resolution, entry into a composition or arrangement with creditors, appointment of receiver(s), a resolution to cease trading, cessation of trading, dissolution or bankruptcy

Introduction: the provision by or on behalf of Company or a Candidate to Client of any information which allows identification of a Candidate or which relates to a Candidate already identified and ‘Introduced’ and ‘Introduces’ shall be construed accordingly

Introduction Period: the period of 12 months from the date of an Introduction or if applicable, from the last day of the last Assignment; or, in the case of an employee of Company, the period during which the employee is employed by Company and 3 months thereafter

ITEPA: the Income Tax (Earnings and Pensions) Act 2003

Losses: includes any and all actions, claims, demands, proceedings, judgements, damages, losses (including indirect or consequential losses), liabilities, costs, charges and expenses (including legal fees), settlements, fines, interest and penalties of whatever nature and in whatever jurisdiction, which may be instituted, made or alleged against, or suffered or incurred by Company

Offer: any offer to Engage a Candidate other than by way of a Supply, whether or not conditional, that is accepted by such Candidate

Off Payroll: amendments to Chapter 8 and Chapter 10, Part 2 of ITEPA and any other applicable laws relating to off payroll working (whether in the public or private sector)

Operative: each person provided by Contractor to perform Contractor Services (including those set out in the relevant Assignment Schedule)

Opt Out: giving notice to opt out under Regulation 32(9) of the Conduct Regulations and ‘Opts Out’ and ‘Opted Out’ shall be construed accordingly

Period of Extended Hire: the period of 12 months or such other period as may be specified in the Assignment Schedule by which Client may elect to extend a period of Supply in accordance with Clause12.3

Personal Data: personal data (as defined by the Data Protection Laws) which is processed or disclosed by any of Company, Candidate or Client in relation to the Services or otherwise in connection with this Agreement

Qualifying Period: as defined in Regulation 7 of the AWR

Relevant Period: the ‘relevant period’ as set out within Regulation 10(5) of the Conduct Regulations

Remuneration: includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, weightings and allowances, inducement payments, the benefit of a company car (in respect of which a notional sum of five thousand pounds (£5,000) will be applied) and all other payments or emoluments payable to or receivable by Candidate for work or services to be rendered to or on behalf of Client or End Client on an annualised basis

Role: details of a requirement or vacancy provided by or on behalf of Client and/or End Client to Company

Services: recruitment services, including the sourcing and/or Introduction and/or Supply of Candidates to or on behalf of Client and/or End Client by Company

Status Determination: an assessment undertaken by the Company or the Client of the nature of the Contractor Services to be provided during an Assignment to determine whether Off Payroll applies to such Assignment

Supply: the supply or provision of a Candidate by or on behalf of Company for an Assignment with Client or End Client, where Company is acting as an Employment Business and ‘Supplied’ and ‘Supplies’ shall be construed accordingly

Total Cost: the total cost to Company of Supplying a Candidate including any payments or deductions required by law

Transfer Fee: the fee payable by Client to Company in accordance with Clause 12 where a Candidate is Directly Engaged, subject to the Conduct Regulations

Vulnerable Person: any person who by reason of age, infirmity, illness, disability or any other circumstances is in need of care or attention, and includes any person under the age of eighteen (18)

WTR: the Working Time Regulations 1998.

1.2In these Terms, unless the context otherwise requires:

(a)words in the singular shall include the plural and in the plural shall include the singular;

(b)headings are for reference purposes only and shall not affect the intended meanings of the Clauses to which they relate;

(c)references to Clauses are to the Clauses in these Terms;

(d)any reference to an enactment, statute, act or regulation whether express or implied shall include any revisions, re-enactments or amendments thereof;

(e)general words shall not be given a restrictive meaning and shall not limit the sense of words preceding or following them;

(f)any phrase introduced by the terms ‘include’ ‘including’, ‘in particular’, or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms;

(g)any obligation in these terms on a person not to do something includes an obligation not to agree or allow that thing to be done.

2.The Contract

2.1The Terms, (together with any Assignment Schedule issued pursuant to the Terms in respect of each Assignment, where applicable) shall constitute the entire agreement between the parties (‘Agreement’) and supersede and replace all previous agreements and understandings between the parties. Each party acknowledges that it is not relying on any representation, warranty, pre-contractual statement or other provisions except as expressly noted in the Terms.

2.2The Terms prevail over any other terms and/or conditions proposed by Client and any Assignment Schedule(s) issued pursuant to the Terms.

2.3Once received by or communicated to Client, the Terms are deemed to be and shall be accepted by Client upon (a) an Introduction or Engagement of any Candidate (b) Client requesting or accepting services from Company or (c) Client making use of any information relating to a Candidate.

2.4Save as required by applicable laws (including under AWR), no variation or alteration of these Terms shall be valid unless such variation or agreement refers to these Terms and is agreed and confirmed in writing by a director of Company.

2.5Client authorises Company to provide the Services and to act on its behalf in finding a Candidate to fill a Role, and to advertise any such Role in any medium that Company deems appropriate.

2.6The parties acknowledge that the applicability of any one of (a) the Conduct Regulations (b) AWR or (c) Off Payroll to an Assignment does not affect the applicability of the others to that Assignment.

2.7For the purposes of these Terms, Company shall act as an Employment Business in respect of a Role which is specified to be for an Assignment only, but in all other respects shall act as an Employment Agency.

2.8Clauses 7 to 16 inclusive shall apply to all Supplies. Clause 17 shall apply to the Supply of Contractors only. All other terms shall apply whether Company is acting as an Employment Agency or an Employment Business.

3.Obligations of the parties

3.1To allow Company to comply with its statutory obligations, Client acknowledges and agrees that it shall immediately upon request provide full, accurate and up to date details of each Role, including the following:

(a)the type of work that Candidate would be required to undertake;

(b)    the location and hours of work;

(c)    any risks to health or safety known to Client and what steps Client has taken to prevent or control such risks;

(d)    the experience, training, qualifications and any authorisations Client considers necessary or which are required by law or any professional body for Candidate to possess to work in the Role specified;

(e)    the date Candidate is required to commence the Engagement;

(f)     the duration or likely duration of the Engagement;

(g)    the minimum remuneration rate, expenses and benefits offered;

(h)    the intervals of payment of remuneration;

(i)     the length of notice that Candidate would be entitled to give and receive to terminate their engagement with Client; and

(j)     whether Off Payroll applies to it.

3.2 Client undertakes to inform Company immediately if (a) it knows or becomes aware of any reason why it would be detrimental to Candidate to fill a particular Role or (b) Candidate may be required to work with Vulnerable Persons (and if applicable Client shall provide Company with sufficient information to discharge its statutory obligations) or (c) it becomes the subject of an Insolvency Event or (d) any of the warranties or undertakings provided under this Agreement is or becomes untrue, inaccurate or misleading in any respect.

3.3 Notwithstanding Company’s obligations under the Conduct Regulations, Client shall be solely responsible for satisfying itself as to the suitability of Candidate, taking up references for Candidate and verifying Candidate’s CV or other information provided before Engaging Candidate and shall be solely responsible for obtaining work and other permits if required, for the arrangement of medical examinations and/or investigations of Candidate, and satisfying any medical and other requirements or qualifications required by applicable laws.

3.5 Client agrees to notify Company within 7 business days of an Introduction if Client asserts prior knowledge of Candidate, together with supporting documentary evidence. In the absence of such notification supported by documentary evidence, Client agrees that such Engagement shall be deemed to have resulted from the Introduction, and the Introduction Fee shall be payable in full, notwithstanding any other fees which may be payable by Client to a third party in respect of the same Candidate.

3.6 Client agrees to notify Company immediately of (a) any changes to a Role (b) the terms of any offer of an Engagement made to Candidate and (c) the acceptance of an offer by Candidate, together with details of the Remuneration agreed and (d) the commencement of an Engagement.

3.7 Client warrants and undertakes to that all information provided by Client pursuant to this Agreement is and shall be true, accurate, complete and not misleading in any respect.

4.Introduction Fees

4.1 Client agrees to pay a fee to Company whenever a Candidate is Engaged (other than by way of an Assignment, in which case an Assignment Fee shall be payable in accordance with Clause 11) or an Offer is made within the Introduction Period (‘Introduction Fee’).

4.2 No term is implied that an Introduction must the effective cause of the Engagement. Client acknowledges and agrees that any Engagement during the Introduction Period shall be deemed to result from such Introduction unless Client has notified Company of prior knowledge in accordance with Clause 3.5.

4.3 Company’s invoice shall be issued once an Offer is made or an Engagement has commenced, whichever is the earlier.

4.4 The Introduction Fee shall be a % of the Remuneration applicable during the first 12 months of the Engagement.

4.5 If the Engagement is for a fixed term of less than 12 months, Client agrees that the Introduction Fee in Clause 4.4 shall apply pro rata, subject to a minimum sum of £4,000. If such fixed term period is extended by Client or the Candidate is re-Engaged within the Introduction Period, the full Introduction Fee under Clause 4.4 shall be payable, less any sums already paid by Client in accordance with this Clause 4.5.

4.6 If a Candidate is Engaged by an End Client other than by way of an Assignment within the Introduction Period, Client will be liable to pay an Introduction Fee to Company calculated in accordance with Clause 4.4.

4.7If an employee of Company with whom Client has had personal dealings is Engaged within 3 months of leaving Company’s employment, Client will be liable to pay an Introduction Fee to Company calculated in accordance with Clause 4.4.

4.8 If Client fails to notify Company that an Offer has been made or an Engagement has commenced in accordance with Clause 3.6, Company shall be entitled to charge an Introduction Fee equivalent to three times the sum due under Clause 4.4. Client acknowledges and agrees that the increased Introduction Fee in these circumstances is reasonable and necessary to protect Company’s legitimate commercial interests.

4.9 Where the Remuneration is not known, Company shall be entitled to charge an Introduction Fee based on the highest of (a) the remuneration specified for the Role or (b) the remuneration being sought by Candidate or (c) the market rate for similar roles.

4.10 Client agrees to reimburse Company promptly for all authorised out-of-pocket expenses, costs and disbursements incurred in connection with the provision of the Services and any VAT incurred thereon.

5.Payment Terms

5.1 All Fees shall become due within 14 days of the issue of Company’s invoice and are subject to VAT at the standard rate.

5.2 Interest will be charged under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.

5.3 Client agrees that it shall pay all Fees due without right of deduction, set-off, withholding or counterclaim, and shall be solely responsible for all bank and related charges of such payment.

6.Refunds of Introduction Fees

6.1       If an Engagement does not commence following an Offer because Candidate withdraws his or her acceptance, or if an Engagement is terminated by either Candidate or Client (except for reason of redundancy or because the actual role was substantially different to the work or nature of the Role specified) within [●] weeks of its commencement, Company will issue a partial refund of the Introduction Fee in accordance with the table below, provided that all of the conditions set out in Clause 6.2 have been met.

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6.2       To qualify for the refund under Clause 6.1, Client must (a) comply with all of its obligations under Clauses 3, 4 and 5 and all applicable laws; and (b) notify Company in writing of the termination or the non-commencement of the Engagement within 7 days of such termination or non-commencement; and allow Company 4 weeks from such date to find one suitable replacement Candidate for the Role (‘Replacement Candidate’). If after such time a Replacement Candidate cannot be found, or if the Engagement of such Replacement Candidate is terminated before the expiry of 12 weeks from its commencement, Client will then be eligible for a refund, subject to the rest of this Clause 6.

6.3       For the purposes of this Clause 6 the date of termination of the Engagement shall be the date on which Candidate ceases working or would have ceased working for Client or End Client, but for any period of garden leave or payment in lieu of notice, whichever is the later.

6.4       In circumstances where any of Clauses 4.6, 4.7 or 4.8 apply, Client shall not be entitled to a refund in any circumstances.

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6.5       If subsequent to Client receiving a refund, Candidate is Engaged within 12 months of the termination or non-commencement of the initial Engagement, then the refund shall be repaid to Company. Client shall not be entitled to any further refunds in relation to such Candidate.

7.AWR & WTR (Supply only)

7.1 Client shall, and shall procure that any End Client shall, comply with all applicable requirements of the WTR and shall assist Company in complying with its obligations under the WTR by supplying all relevant information about each Assignment as requested by Company and shall not do anything to cause Company to be in breach of its obligations under the WTR.

7.2 If Client or (if applicable) End Client requires the services of a Candidate for more than 48 hours in any week during the course of an Assignment, Client must notify Company of this requirement before the commencement of the Assignment or if this is not reasonably practicable, before the commencement of the week in which Client or End Client requires Candidate to work in excess of 48 hours.

7.3 Client shall (and if applicable shall procure that End Client shall), comply at all times with all applicable requirements of the AWR and in particular shall comply with Regulations 12, 13 and 17 of the AWR (to the extent applicable) immediately upon commencement of the Assignment.

7.4 To enable Company to comply with all applicable requirements of the AWR, Client undertakes prior to the commencement of each Assignment and at any time immediately upon request of Company, to:

(a)    provide Company with complete and accurate documentation and information to allow Company to ascertain the Comparator Terms applicable to the Assignment;

(b)    provide Company with written details of its pay and benefits structures and appraisal process and any variations thereto;

(c)    inform Company in writing of any variations to the Comparator Terms during the relevant Assignment;

(d)    provide any additional information relevant to Candidate’s rights under AWR; and

(e)    inform Company if it has engaged Candidate on any basis whether directly or indirectly through a third party within the preceding 6 months which count or may count towards the Qualifying Period and to provide Company with full details of any such engagements.

7.6 Client acknowledges and agrees that Company is entitled to rely upon information provided by Client and End Client in relation to Candidates’ rights under the AWR and that Company accepts no liability in respect of a claim by a Candidate arising from or in connection with inaccurate information provided by Client or End Client.

7.7 To the extent that AWR applies to the awarding of any bonus or similar payment to a Candidate, Client shall, and shall procure that any End Client shall:

(a)integrate Candidate into its relevant performance appraisal system;

(b)assess Candidate’s performance;

(c)provide Company with copies of all documentation relating to any appraisal of Candidate, including without limitation written details of the outcome of any appraisal and the amount of any bonus awarded; and

(d)provide Company with such other assistance as Company may request in connection with the assessment of Candidate 's performance for the purpose of awarding any bonus.

7.8 Client shall inform Company in writing of any claim in respect of AWR rights (‘AWR Claim’) as soon possible but no later than 7 calendar days from the day on which the AWR Claim comes to the notice of Client.

7.9 If a Candidate brings, or threatens to bring, an AWR Claim, Client undertakes to provide such information and assistance as Company may request, as soon as reasonably practicable and at Client’s own cost, to avoid, dispute, resist, mitigate, compromise or defend the AWR Claim and to appeal against any judgment given in respect thereof.

8.Health and Safety & Industrial Action (Supply only)

8.1 Client is responsible for Candidate’s health and safety whilst Candidate is working on the Assignment and shall advise Company of any special health and safety matters of which Company is required to inform Candidate and any requirements imposed by law or by any professional body which must be satisfied if Candidate is to undertake the Assignment.

8.2 Client shall (and if applicable shall procure that End Client shall), comply with all applicable laws relating to health and safety including without limitation the Health and Safety At Work etc. Act 1974, Management of Health and Safety at Work Regulations 1999, by-laws, codes of practice and legal requirements to which Client or End Client is ordinarily subject in respect of Client’s or End Client’s own staff, including in particular the provision of Employer’s Liability and Public Liability insurance cover for all Candidates during all Assignments.

8.3 To the extent that Candidate’s services are to be performed at a site specified or controlled by Client or End Client, Client undertakes to ensure that a safe environment in accordance with a safe system of work is provided and shall indemnify Company against any Losses which Company may suffer or incur as a result of any injury or damage to Candidate’s person or property suffered in the course of providing services for or on behalf of Client or End Client.

8.4 If a Candidate is unable to continue an Assignment on maternity grounds for reasons of health and safety, Client undertakes to ensure that such reasonable adjustments are made as are necessary to allow her to continue to provide the Services for the duration of the Assignment. For the avoidance of doubt, such reasonable adjustments shall include the provision of alternative work on terms no less favourable than those applicable to the Assignment.

8.5 Client undertakes not to request the Supply of a Candidate to perform the duties normally performed by a worker who is taking part in official industrial action or duties normally performed by a worker who has been transferred by Client or End Client to perform the duties of a person on strike or taking official industrial action.

9.Records (Supply only)

9.1 At the end of each week of an Assignment (or at the end of an Assignment of 1 week or less) Client shall verify the record of hours worked (or in the case of project work, objectives achieved) (‘Record’) by Candidate during that week (or during the Assignment where it is for a period of 1 week or less).

9.2 The verification of the Record by Client whether by signature of otherwise shall be conclusive acceptance by Client of the number of hours worked and/or objectives achieved by Candidate.

9.3 Client agrees to retain such records for the duration of the Assignment and for at least seven (7) years thereafter.

9.4 If Client is unable to verify a Record produced by Candidate because Client disputes the hours claimed, Client shall inform Company immediately and shall co-operate fully and promptly to enable Company to establish what hours, if any, were worked by Candidate. A failure by Client to verify a Record shall not absolve Client of its obligation to pay the Assignment Fees due in respect of the hours worked and/or objectives achieved.

9.5 Client shall not be entitled to refuse to verify a Record on the basis that it is dissatisfied with the work performed by Candidate. If Client is dissatisfied with Candidate the provisions of Clause 10 below shall apply.

10.Unsuitability of Candidate (Supply only)

10.1 Client undertakes to review Candidate’s work sufficiently to ensure its satisfaction with Candidate’s conduct and standard of work. If Client reasonably considers that Candidate’s conduct or standard of work is wholly unsatisfactory, Client may terminate the Assignment immediately by giving written notice to Company, provided that Client presents Company with detailed written confirmation of such unsatisfactory work and/or conduct.

10.2 Company shall notify Client immediately if it receives or otherwise obtains information which gives Company reasonable grounds to believe that Candidate is unsuitable for the Assignment and shall be entitled to terminate the Assignment forthwith without prior notice and without liability.

10.3 Client shall notify Company immediately and without delay and in any event within 2 hours if Candidate fails to attend work or Client is notified that Candidate is unable to attend work.

10.4 Company may substitute a Candidate with another suitably skilled and qualified Candidate with reasonable notice at its absolute discretion.

10.5 Client shall remain liable for any Assignment Fees incurred prior to the termination of the Assignment.

11.Assignment Fees (Supply only)

11.1 Client agrees to pay the Assignment Fees in respect of each Assignment as notified to Client by Company from time to time.

11.2 The Assignment Fees shall be calculated according to the number of hours (or days, if applicable) worked by Candidate on the Assignment and comprise, where applicable:

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(a)Candidate’s hourly or daily rate of pay;

(b) an amount equal to any paid holiday leave to which Candidate is entitled in connection with the WTR and the AWR and which is accrued during the course of an Assignment;

(c) any other amounts to which Candidate is entitled under the AWR;

(d) any bonus or similar payment paid to Candidate;

(e) employer’s National Insurance contributions on the above sums;

(f) an amount equivalent to the Apprenticeship Levy payable in respect of the Assignment;

(g) any travel or other expenses as may have been agreed with Client or, if there is no such agreement, such expenses as are reasonable; and

(h) Company’s commission, which is calculated as % of Candidate’s hourly/daily rate.

11.3Company reserves the right to vary by written notice the agreed Assignment Fees in order to comply with any additional liability imposed by statute or other legal requirement or entitlement, including without limitation the Apprenticeship Levy, ITEPA (including Off Payroll), Minimum Wage Act 1993, AWR, WTR and Pensions Act 2008 and/or if there is any variation to Comparator Terms.

11.4 Company shall be entitled to invoice Client for the Assignment Fees at the end of each week of the Assignment and/or upon termination of the Assignment.

11.5 No Assignment Fees can be refunded.

12.Transfer Fees (Supply only)

12.1 Client shall be liable to pay a Transfer Fee to Company if Candidate is Directly Engaged (a) where Candidate has Opted Out, during the longer of the Introduction Period or the period specified in the Assignment Schedule, or (b) where Candidate has not Opted Out, during the Relevant Period.

12.2 The Transfer Fee shall be calculated as the sum equivalent to 25% of the Remuneration that would have been payable to Candidate for the first 12 months of the Direct Engagement, regardless of the actual length of the Direct Engagement, or as otherwise specified in the Assignment Schedule.

12.3 No Transfer Fee shall be payable if Client elects, by giving written notice to Company, to Engage Candidate for a Period of Extended Hire in accordance with this clause 12.3. During such Period of Extended Hire (a) Company shall Supply Candidate on terms no less favourable than those terms which applied immediately before Company received the notice referred to in Clause 12.3; and (b) Client shall continue to pay the Assignment Fees due in accordance with Clause 11.

12.4 If Company is unable to Supply Candidate for a reason outside its control for the whole or part of the Period of Extended Hire and Candidate is subsequently Directly Engaged, the Transfer Fee due under this Clause12 shall be reduced pro rata to reflect any Assignment Fees paid during the Period of Extended Hire prior to the Direct Engagement. If Client fails to give advance notice of its intention to Directly Engage Candidate, or Client does not wish to hire Candidate on the terms set out in Clause 12.4, the parties agree that the Transfer Fee shall be due in full.

12.5 Clauses 12.3 to 12.5 inclusive shall not apply if the Candidate has Opted Out.

12.6 The Transfer Fee will not be refunded by Company in the event that a Direct Engagement of Candidate terminates for any reason.

13.Contract Renewal (Supply only)

13.1 An Assignment may be extended by mutual agreement by the parties signing a further Assignment Schedule.

13.2 Notwithstanding Clause13.1, if a Supplied Candidate continues to provide any services for Client beyond the scheduled end date set out in the Assignment Schedule, the Assignment and the Agreement shall be deemed to be extended for an additional period until such time as a further Assignment Schedule is signed or further agreement entered into by the parties (‘Extended Terms’).

13.3 The Extended Terms shall be deemed to apply to any services provided by Candidate under Clause 13.2 save that Company may cease to Supply Candidate without notice or liability, notwithstanding Clause14.2.

14.Termination of Assignment (Supply only)

14.1 An Assignment will terminate when the services described in the Assignment Schedule have been completed unless terminated earlier in accordance with this Clause 14.

14.2 Either party may terminate the Assignment by giving the written notice specified in the Assignment Schedule. If notice is given by Client, the Assignment Fees for such notice period shall remain due whether or not Candidate provides services during such notice period.

14.3 Notwithstanding Clauses 14.1 and 14.2, Client may by giving notice terminate the Assignment with immediate effect where Client reasonably believes that Candidate (a) has committed a serious or material breach of any applicable statutory or other reasonable rules, policies and regulations or (b) is in wilful or persistent breach of their contractual obligations or (c) has failed to observe any applicable condition of confidentiality or (d) that the services provided by Candidate are unsatisfactory.

14.4 Notwithstanding Clauses14.1 and 14.2, either party may by giving notice to the other terminate the Assignment with immediate effect and without liability if the other party becomes the subject of an Insolvency Event or in accordance with the provisions of Clause10.

14.5 Notwithstanding Clauses 14.1 and 14.2, Company may terminate an Assignment with immediate effect and without liability if (a) Client is in breach of the Terms or in the case of an Extended Period of Hire Client is in material breach of the Terms or (b) Company considers at its sole discretion that Candidate is no longer suitable, able or willing to complete the Assignment, including suitability given Off Payroll status of Services or (c) that Client may not discharge its contractual or statutory obligations to Candidate or to Company.

14.6 Failure by Client to give notice in accordance with this Clause14 shall constitute breach of contract and shall entitle Company to claim damages from Client for any associated Losses suffered by Company.

14.7 Termination of this Agreement and/or any Assignment for any reason shall not affect a party’s rights, remedies, obligations and liabilities that have accrued prior to termination and all provisions of this Agreement which expressly or by implication survive termination shall continue in full force and effect.

15.Intellectual Property Rights (‘IPR’) (Supply Only)

15.1 All copyright, trademarks, patents and other IPR deriving from the Assignment shall, in consideration of Assignment Fee, belong to Client. Accordingly, Company shall use its reasonable endeavours to ensure that Candidate shall execute all such documents and do all such acts in order to give effect to Client’s rights pursuant to this Clause 15.

16.Status of Supplied Candidates (Supply only)

16.1 All Candidates Supplied are engaged under contracts for services. Candidates are not the employees of Company.

16.2 All Candidates are deemed to be under the supervision, direction and control of Client (or End Client, if applicable) from the time they report for the Assignment until its termination and Client agrees to be responsible for all acts, errors or omissions of Candidates, whether wilful, negligent or otherwise as though Candidates were employed by Client, unless Candidate is a Contractor Client and/or Company has confirmed that such Contractor will not be providing services under Client’s or End Client’s supervision, direction or control in accordance with Clause 17.2.

17.Terms applicable to Supply of Contractors only

17.1 Where Company Supplies a Contractor, Client acknowledges and agrees that Company reasonably believes that Contractor is carrying on a profession or business undertaking on his or her own account and agrees to inform Company immediately if information comes into its possession which suggests otherwise.

17.2 Client agrees to confirm to Company whether Contractor will be providing services under Client’s or End Client’s supervision, direction or control and to inform Company immediately of the commencement or cessation of such supervision, direction or control, and acknowledges and agrees that Company shall be entitled to rely on such information. In the absence of such confirmation, Client agrees that Company shall determine whether Contractor is providing services under Client’s or End Client’s supervision, direction or control.

17.3 Client acknowledges and agrees that the Contractor may substitute the individual originally named as its Operative with an alternative, suitably skilled and qualified representative.

17.4 Client acknowledges and agrees that unless it has been informed otherwise by Company, it has been notified by virtue of this Clause 17.4 that any Contractor Supplied has Opted Out prior to the commencement of an Assignment, except in respect of an Assignment which involves working with Vulnerable Persons.

17.5 Nothing in these Terms shall prevent Client or an End Client from requiring a Contractor to comply with its policies applicable to suppliers or contractors including without limitation health and safety, data protection and security.

17.6 To enable Company to comply with its statutory obligations under Off Payroll, Client undertakes to notify Company as soon as possible prior to the commencement of an Assignment if Off Payroll applies.

17.7 Where Client or End Client is within the scope of Off Payroll, Client agrees to undertake a Status Determination using all reasonable care and to notify Company of the outcome of, and reasons for, such Status Determination as soon as reasonably practicable and in any event prior to the commencement of the Assignment.

17.8 In the absence of notification in accordance with Clause 17.7, Client agrees that Company shall undertake a Status Determination on Client’s behalf and that Client shall be deemed to accept the outcome of such Status Determination as if Client had undertaken the Status Determination itself in accordance with Clause 17.7.

17.9 Where Off Payroll applies an Assignment, Client undertakes and agrees to provide promptly upon request any information required by Company to enable it to comply with Off Payroll.

17.10 Client undertakes and agrees to provide details of End Client (if applicable) and to notify Company promptly of any change to the information provided under Clauses 17.6 and/or 17.7 that occurs during an Assignment and/or if Off Payroll starts or ceases to apply to the Assignment and/or if Off Payroll becomes applicable to any other Assignment.

17.11 Client warrants to comply with its statutory obligations to provide a status disagreement process and to use best endeavours to resolve Status Determination disagreements equitably.

17.12 Client agrees to indemnity Company fully for any Losses arising from a failure by Client to undertake a Status Determination or a failure to take reasonable care when undertaking the Status Determination.

18.Confidentiality & Data Protection

18.1 Introductions and all information disclosed by Company about a Candidate are confidential. Such information is disclosed solely for the purpose of providing the Services and must not be used for any other purpose or divulged to any third party without the prior written consent of Company.

18.2 Information relating to Company’s business which is capable of being confidential and which is not already in the public domain must be kept confidential and not divulged to any third party.

18.3 Client acknowledges and agrees that information provided by it may be disclosed to Candidates and third parties in accordance with Company’s privacy policy as amended from time to time.

18.4 Company and Client each undertake to comply with all applicable provisions of the Data Protection Laws in sharing and processing of the Personal Data.

18.5 Company and Client are each controllers (as defined by the Data Protection Laws) in respect of the Personal Data. The parties agree that they do not jointly determine the purpose and means of the processing of the Personal Data in the context of this Agreement and thus do not qualify as joint controllers (as defined by the Data Protection Laws).

18.6 Company and Client shall each ensure that all staff who have access to Personal Data are obliged to keep the Personal Data confidential and will take appropriate technical and organisational measures to adequately protect all Personal Data against unauthorised loss, destruction, damage, alteration or disclosure.

18.7 Company and Client shall each:

(a)provide reasonable assistance to the other in responding to any request from a Data Subject relating to data subject rights, data security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(b)promptly notify the other on becoming aware of a suspected or actual data protection breach relating to Personal Data;

(c)maintain complete and accurate records and information to demonstrate their compliance with this Clause 18.

19.Liability

19.1 Company shall not be liable under any circumstances for any Losses suffered or incurred by Client arising from or in connection with (a) Company’s search for a Candidate; (b) the Introduction and/or Engagement of any Candidate; or (c) Company’s failure to introduce any Candidate.

19.2 Nothing in these Terms shall exclude either party’s liability for death or personal injury arising from its own negligence or any other Losses which it is not permitted to exclude by applicable laws.

19.3 Client shall indemnify Company and keep it so indemnified against any Losses incurred by Company arising out of or in connection with: (a) any breach of these Terms by Client or any proceedings claims or demands by any third party arising out of such breach; (b) any breach of any applicable laws by Client or End Client or any proceedings claims or demands by any third party arising out of such breach; (c) the wilful or negligent acts and omissions of Client and/or End Client (including their employees, subcontractors and agents); or (d) any Assignment.

19.4 Company accepts no liability for any Losses arising from a failure to provide a Candidate for an Assignment or part thereof or from the negligence, dishonesty, misconduct, lack of skill of, or quality of the services provided by, Candidate or if Candidate terminates an Assignment for any reason.

19.4 Subject to the other provisions set out in this Clause 19, the maximum aggregate liability of Company to Client arising under and in connection with these Terms is limited to the value of the preceding 12 months’ Fees up to a maximum of ten thousand pounds (£10,000).

19.5 Client acknowledges and agrees that it has no claim or right of action of any kind against any member of the Group (or any of their respective officers, staff or employees) other than Company (subject to this Agreement) arising out of or in connection with this Agreement, including without limitation Client’s decision to enter into this Agreement.

19.6 Client acknowledges and agrees that the limitations on liability in this Agreement are reasonable given the parties’ respective commercial positions and ability to purchase relevant insurance in respect of risks under this Agreement.

20.Statutory Obligations

20.1 Client shall, and shall take all reasonable steps to procure that its officers, employees and contractors and (if applicable) End Client shall, comply with all relevant laws of any jurisdiction which are applicable to any Introduction and/or Engagement and/or Assignment including without limitation the Equality Act 2010 and shall have in place adequate policies and procedures to ensure compliance with all such applicable laws.

20.2 Client shall, and shall procure that its officers, employees and contractors and (if applicable) End Client shall, comply with all applicable laws relating to anti-bribery and anti-corruption including without limitation the Bribery Act 2010. Client shall not, and shall procure that its officers, employees and contractors and (if applicable) End Client shall not, offer, give or agree to give to any person or body corporate any gift, personal financial incentive or other consideration that could act or reasonably be perceived to act as an inducement or a reward for any act or failure to act connected to the performance of this Agreement.

20.3 Client shall, and shall procure that its officers, employees and contractors and (if applicable) End Client shall, comply with all applicable laws relating to the anti-enabling and anti-facilitation of tax evasion offences including without limitation the Criminal Finance Act 2017 and Schedule 16 of the Finance (No. 2) Act 2017 and shall have in place all reasonable procedures to prevent enabling and facilitation of tax evasion offences.

20.4 Client shall comply all applicable laws relating to anti-slavery and anti-human trafficking including without limitation the Modern Slavery Act 2015 and shall take all reasonable steps to ensure that no modern slavery or human trafficking is taking place within its business and supply chains.

20.5 Client shall not, and shall take all reasonable steps to ensure that its officers, employees and contractors and (if applicable) End Client shall not, engage in any conduct that would cause Company to breach any applicable laws.

21.General Terms

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

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

21.3 Any failure by Company to enforce at any particular time any one or more of the provisions of the Terms will not be deemed a waiver of such rights or of the right to enforce such provisions of the Terms subsequently.

21.4 No provision of these Terms is intended to be for the benefit of, or enforceable by, third parties and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

21.5 Client undertakes at its own expense to do all acts and execute all documents which may be necessary to give full effect to these Terms.

21.6 These Terms are governed by the laws of England & Wales and are subject to the exclusive jurisdiction of the courts of England & Wales.

Assignment Schedule