Terms & Conditions - Temporary

1. Interpretation In these Conditions, the following terms have the following meanings:a) Client: the person, firm of company who engages the Temporary Worker from the Company;b) Company: Alan Associates Ltd (company number 4891372) of whose address for correspondence is Suite 10, Kiveton Park Industrial Estate, Manor Road, Kiveton Park, Sheffield, South Yorkshire, S26 6PB;c) Contract: a contract between the Company and the Client for the supply by the Company of the Temporary Worker to the Client incorporating these Conditions and any Special Conditions;d) Extended Hire Period: the Extended Hire Period set out in the Special Conditions;e) Regulations: the Conduct of Employment Agencies and Employment Business Regulations 2003;f) Relevant Period: the period commencing on the date of the Contract and concluding upon the latest to expire of the following periods:(i) eight weeks commencing on the day after the day upon which the Temporary Worker last worked for the Client having been supplied (at any time) by the Company; or(ii) fourteen weeks commencing on the day after the day upon which the Temporary Worker worked for the Client pursuant to the most recent supply of that Temporary Worker to the Client by the Company;g) Scale of Fees: means the Company’s standard scale of fees from time to time in force;h) Special Conditions: all specific conditions relating to the Contract for the supply of a Temporary Worker or the availability of that Temporary Worker to the Client and set out in the Company’s written order acknowledgement;i) Temporary Worker: the worker (including, where appropriate, a limited company) supplied by the Company to the Client pursuant to the Contract; andj) Transfer Fee: the Transfer Fee defined in the special Conditions.

2. The Contracta) Each supply of a Temporary Worker shall constitute a separate Contract incorporating these Conditions and any applicable Special Conditions.  Under no circumstances shall the other Company, meaning the Company not named on the quotation or written order acknowledgement, be liable to the Client or the Temporary Worker, directly or indirectly, in any way whatsoever, in relation to the Contract.b) The Contract shall be on these Conditions, including the Special Conditions, to the exclusion of all other terms and conditions (including those of the Client), and the Contract forms the entire agreement between the parties and supersedes any previous terms and conditions of either party.

3. Quotations, Orders and Acceptance of Contracta) Any quotation provided by the Company in relation to the supply of a Temporary Worker to the Client does not constitute a contractual offer by the Company to do so.b) An acceptance by the Client of the terms of a quotation shall constitute an offer by the Client to accept the supply of the Temporary Worker for interview, for hire or to be engaged (as the case may be).c) No contract shall come into existence until the Company issues a written order acknowledgement to the Client or, (if earlier) the Company allows the Temporary Worker to be interviewed, hired or engaged by the Client.

4. Pricesa) Prices to be paid by the Client in relation to the supply of the Temporary Worker are as set out in the Special Conditions and exclude value added tax and the CITB levy, which shall be payable in addition.b) For short term Contracts of less that 7 hours, a minimum charge of 7 hours will apply at the hourly rate applicable to the Temporary Worker in question.c) The Company reserves the right to revise prices at any time upon written notice to the Client.

5. Paymenta) Payment shall be made to the Company by the Client within 7 days of the dates of the Company’s invoice.b) The Company may send invoices to the Client every 7 days and these will include:-(i) an itemised breakdown of the hours worked by the Temporary Worker together with travel, accommodation and other expenses incurred by the Temporary Worker; and(ii) a signed copy of the relevant weekly timesheet of the Temporary Worker.c) The Client shall make no deduction of any type from payments due to the Company.d) Time for payment shall be of the essence and failure to pay on time shall entitle the Company, without prejudice to its other rights, to:(i) suspend the supply of the Temporary Worker: and/or(ii) immediately terminate the Contract.e) All invoices are due for payment within 7 days of the invoice date.  Any invoice outstanding beyond this period may be referred to a debt collection agency and if so referred will be subject to a surcharge (currently 15% plus VAT) to cover collection costs.  This surcharge together will all other charges and legal fees incurred by the Company will be the responsibility of and charged to the Client and will be legally enforced.f) Notwithstanding the Company’s rights under Conditions 5(d) and 5(e) above, the Company hereby reserves the right to charge interest (compounded monthly) on any amounts outstanding and owed by the Client at the rate of 4% above the base lending rate at Barclays Bank Plc from time to time in force, both before and after judgment and accruing on a daily basis until payment is made.g) The Client shall be liable to pay the Company any additional costs and expenses incurred by the Company in seeking to enforce its rights or recover any outstanding sums due under the Contract from the Client.h) All payments owing to the Company under the Contract shall become immediately due upon the termination of the Contract, notwithstanding any other provision.

6. Transfer Fee, Non-Solicitationa) If within the Relevant Period, the Client wishes to engage, appoint or receive services directly from the Temporary Worker, whether on a fixed term, temporary or permanent basis and whether under a contract of employment or contract for services or indirectly pursuant to an agreement with another Employment Business (as defined in the Regulations):(i) where the Temporary Worker shall have given proper notice, in accordance with Regulation 32(9) of the Regulations to opt-out of the Regulations, the Client shall be obliged, forthwith, to pay the Transfer Fee to the Company; or(ii) where no notice of opt-out (pursuant to Regulation 32(9) of the Regulations) shall have been given by the Temporary Worker, the Company may require the Client to elect, upon not more than 7 days notice in writing to the Company:(1) to instruct the Company to arrange for the Temporary Worker to provide services to the Client upon terms similar to those contained in the Contract and being no less favourable to the Client that those which applied immediately before the Company received such notice (unless agreed otherwise by the Client) for the Extended Hire Period; or(2) forthwith pay to the Company the Transfer Fee;in the event that the Client fails to serve a written notice of election on the Company pursuant to sub-paragraph (ii)(1) above, within 7 days of the said, appointment or engagement of the Temporary Worker, the Transfer Fee shall immediately become due and payable by the Client.b) If the Client shall have introduced the Temporary Worker to any person, firm or company, including, without limitation, any subsidiary or holding company of the Client (as defined in the Companies Act 1985) which subsequently employs, engages, appoints or receives services directly from the Temporary Worker, whether on a fixed term, temporary or permanent basis and whether under a contract of employment or contract for services then the Client shall forthwith be obliged to pay the Transfer Fee to the Company.c) The Transfer Fee shall be calculated on the basis of multiplying the gross annual salary of the Temporary Worker by the applicable percentage figure set out in the Scale of Fees (which may revised by the Company from time to time).  For the purposes of this Condition 6, the annual salary of the Temporary Worker shall be calculated by multiplying the most recent hourly rate of the Temporary Worker charged to the Client under the Contract by 40 hours per week and then multiplied by 52 weeks per year (for example, £15 per hour x 40 hours per week x 52 weeks per year="£24,960" x [17.5% standard fee]="£5,460.).

d) For the avoidance of doubt, the Transfer Fee shall not be refundable under any circumstances whatsoever, including, without limitation, in the event that the engagement or appointment of the Temporary Worker terminates after payment.  The provisions of paragraphs (c) to (e) of Condition 5 above shall apply to the payment of the Transfer Fee.e) In the event that the Client, whether directly or indirectly, employs, engages or receives services from any member of the staff of the Company (irrespective of whether such person has been involved in the supply of services to the Client) (“the Employee”) on any basis whatsoever, including, without limitation, on a fixed term, temporary or permanent basis whether during the term of the Employee’s employment with the Company or for a period of 6 months after termination of the Employee’s contract of employment with the Company, an introduction fee will be payable by the Client to the Company (“the Introduction Fee”).  The Introduction Fee will be calculated as set out in the Scale of Fees.  The Client hereby agrees and acknowledges that any confidential information or knowledge obtained by the Employee during his/her employment with the Company is proprietary to the Company, may be protected under the Data Protection Act 1998 and therefore may not be used by the Client, or their associates for their benefit or financial gain.  Further, the Client acknowledges that any such disclosure by the Employee could result in a breach of the Employee’s contract of employment with the Company.f) The Introduction Fee referred to in Condition 6(e) shall be payable by the Client within 7 days of the Employee being so employed, engaged or appointed by the Client and the provisions of paragraph (c) to (e) of Condition 5 above shall apply to such payment.

7. Company’s Obligation to the ClientThe Company agrees to be responsible for paying the Temporary Worker and paying all appropriate statutory deductions and taxes in relation to the Temporary Worker’s pay, as required by law.

8. Client’s Obligations to the CompanyThe Client agrees that at all times during the continuance of the Contract it will:a) pay the agreed hourly rate in respect of the Temporary Worker in accordance with the rate specified in the Special Conditions (as may be revised from time to time pursuant to Condition 4(c)) subject to a minimum charge of 7 hours for any short term booking of a temporary nature; andb) be responsible for the direction, supervision, control, welfare and safety of the Temporary Worker; andc) carry out risk assessments in respect of its business that include and cover the Temporary Worker and also the acts, omissions and errors (be they negligent, wilful or otherwise) of the Temporary Worker; andd) comply with all laws, regulations, codes of practice and other legal requirements in relation to the Temporary Worker, as if the Temporary Worker was an employee of the Client, including, without limitation:(i) the provision of adequate employer’s and public liability insurance cover for the Temporary Worker; and(ii) compliance with the Working Time Regulations 1998; and(iii) compliance with the Data Protection Act 1998; and(iv) the provision of all relevant information and documentation to the Temporary Worker in accordance with the Health and Safety at Work Act 1974 (as supplemented and amended from time to time); and(v) the reporting of any notifiable accident involving the Temporary Worker to the relevant statutory authority and providing the Company with an accident report (F2058) in this respect;e) verify the weekly time sheet of the Temporary Worker by signing it and returning it to the Company (on the Monday of each week);f) indemnify and keep the Company indemnified, both during the continuance of the Contract and after its termination, against all losses, damages, costs and expenses howsoever arising that the Company suffers A  result of the supply of the Temporary Worker to the Client and/or in relation to any claim by the Temporary Worker for breach of the Client’s obligations contained in this Condition 8 and/or by any third party in relation to any act, omission or error of the Temporary Worker (including negligence) arising during the course of the Temporary Worker’s supply to the Client;g) not commit any act or suffer any omission which may constitute unlawful discrimination or harassment of the Temporary Worker in connection with the performance of the Contract;h) (where the Temporary Worker shall as part of his/her duties to the Client perform any driving work):-(i) maintain any appropriate operators licence; and(ii) be responsible for all transport operators duties, including, without limitation, maintenance and inspection of vehicles, inspections of the Temporary Worker’s driving licence and permits, the issue and collection of tachographs and the monitoring of the Temporary Worker’s working hours with the relevant vehicle; and(iii) maintain all relevant insurances, including, without limitation, fully comprehensive vehicle insurance (which also covers the contents of the relevant vehicle); and(iv) forthwith notify the Company of any accident in which the Temporary Worker is involved whilst driving a vehicle on behalf of the Client and promptly provide any requested details of any such accident.

9. Terminationa) 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 a 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 Company to remove the Temporary Worker.  The Company may, in such circumstances, at its sole discretion, agree to such a request and reduce or cancel the charges for the time worked by that Temporary Worker, or, as an alternative, provide a substitute worker for the Temporary Worker, provided that the Assignment terminates:(i) Within four hours of the Temporary Worker commencing the Assignment where the booking is for more than seven hours; and also provided that notification of the unsuitability of the Temporary Worker is confirmed in writing to the Company within 48 hours of the termination of the Assignment or(ii) Within two hours for bookings of seven hours or less; and also provided that notification of the unsuitability of the Temporary Worker is confirmed in writing to the Company within 48 hours of the termination of the Assignment.b) Any of the Client, the Company or the Temporary may terminate an Assignment at any time without prior notice and without liability unless otherwise stated in written confirmation between the Client, the Temporary and the Company.c) In accordance with its obligations under the Conduct Regulations, if the Company receives or obtains information which gives it reasonable grounds to believe that the Temporary Worker is unsuitable to undertake the Assignment for the Client, the Company shall, without delay, inform the Client of that information and be entitled to terminate the Temporary’s Engagement with the Client.d) Notwithstanding the provisions of Condition 9(a), the Client may provide the notification referred to in that Condition to the Company by telephone or in person within the time limit specified provided that the Temporary Worker immediately leaves the relevant assignment and the Client informs its notification in writing within 48 hours of the Temporary Worker commencing his/her duties with the Client.e) The Client shall not be entitled to request the cancellation of the Contract or a reduction in the Contract price in accordance with Condition 9(a) if the Temporary Worker has been supplied to the Client under a previous contract.

10. WarrantiesThe Company warrants to the Client that the attributes of the Temporary Worker supplied to the Client shall comply in all material respects with the requirements of the Client notified in writing to the Company before the Contract came into existence and accepted by the Company in the written order acknowledgement (the “Requirements”).

11. Termination of the ContractThe Client or the Company may terminate the Contract at any time prior to the anticipated date of expiry.  If the Client terminates the Contract, it shall pay to the Company the full Contract price within 6 days of the date of the Company’s invoice.

12. General Provisionsa) For the purposes of the Regulations, the Company shall operate as an Employment Business in relation to the Client (save to the extent that any permanent placement results from the Company’s introduction(s) to the Client, in which case the Company shall act as an Employment Agency).b) Any indulgence granted by the Company and the Client and any failure by the Company to insist upon strict performance of these Conditions shall nor be deemed a waiver of any of the Company’s rights or remedies nor be deemed a waiver of any subsequent default by the Client.c) The invalidity, illegality or unreasonableness in whole or in part of any of these Conditions shall not affect the validity of the remainder of such Condition or of these Conditions.d) The Company may, without the consent of the Client, assign or sub-contract all or any of its rights and obligations under the Contract.  The Contract is not assignable by the Client without the written consent of the Company.e) The Company and the Client do not intend that any provisions of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.f) The interpretation and application of the Contract shall be in accordance with English Law and both parties hereby agree to the exclusive jurisdiction of the English Courts.