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Terms of Business for Clients (Contract & Perm)

Standard Terms of Business Supply of Contractor Services to Clients

1. Definitions

  1. Unless the context otherwise requires, references to the singular include the plural.
  2. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made under it.
  3. In these Terms –
    1. Agency Worker means Representative who works temporarily for and under the supervision and direction of Client and/or End User;
    2. Alternative Hire Period means the period agreed within Contractor Schedule;
    3. Assignment means the period during which Contractor renders the Services;
    4. AWR means the Agency Workers Regulations 2010;
    5. Client means the person, firm or corporate body together with any subsidiary or associated company (as defined by s.1159 Companies Act 2006) to whom Employment Business supplies or Introduces Contractor;
    6. Client Group means Client and any subsidiaries or associated companies as defined by law;
    7. Conduct Regulations means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;
    8. Contractor means the person, entity or company Introduced by Employment Business to Client including any officer, member or employee if applicable;
    9. Contractor Schedule means the schedule confirming details relating to Services;
    10. Data Controller means “controller” in accordance with Data Protection Legislation;
    11. Data Protection Legislation means all applicable UK data protection laws, including:
      1. Data Protection Act 2018;
      2. UK GDPR (Regulation (EU) 2016/679 as retained in UK law);
      3. PECR 2003 (as amended);
      4. any replacement or successor legislation.
    12. End User means the company receiving the Services under agreement with Client;
    13. Engagement means engagement, employment or use of Contractor by Client, Client Group, End User or third party in any capacity, directly or indirectly;
    14. Introduced means:
      1. Client interview of Contractor;
      2. meeting between Client and Contractor regarding Services;
      3. passing of Contractor information to Client;

      whichever occurs earliest.

    15. Off-Payroll means amendments under Chapter 8 and 10 of Income Tax (Earnings and Pensions) Act 2003;
    16. Opted-Out means notice given under regulation 32(9) of Conduct Regulations;
    17. Personal Data means as defined in Data Protection Legislation;
    18. Personal Data Breach means any accidental or unlawful loss, destruction or disclosure of Personal Data;
    19. Placement Fee means fee payable for Engagement of Candidate calculated under clause 8.6;
    20. Process means as defined in Data Protection Legislation;
    21. Qualifying Period means 12 continuous calendar weeks under AWR 2010;
    22. Quarantine Period means the relevant period under Conduct Regulations or as stated in Contractor Schedule;
    23. Remuneration means salary, bonuses, allowances and benefits;
    24. Representative means employee or officer of Contractor performing Services;
    25. Services means services performed by Contractor under these Terms;
    26. Terms means these terms of business including schedules;
    27. Transfer Fee means fee set out in Contractor Schedule.

2. These Terms

  1. These Terms are effective from date of issue to Client and supersede all previous terms of business issued by Employment Business.
  2. These Terms will be deemed to be accepted by Client and to apply by virtue of

    1. (a) the passing of information about a Contractor to Client by Employment Business
    2. (b) an Introduction to Client of, or the Engagement by Client of, a Contractor
    3. (c) the signature by Client on a timesheet, or other form of verification relating to services provided by Contractor
    4. (d) Client’s signature at the end of these Terms
    5. (e) any other written, expressed acceptance of these Terms.

    For the avoidance of doubt, these Terms apply whether or not Contractor is Engaged by Client for the same type of work as that for which the Introduction was originally affected.

  3. These Terms contain the entire agreement between the parties in relation to the subject matter hereof and, unless otherwise agreed in writing, these Terms prevail over any previous terms of business, agreement or any purchase conditions put forward by Client.
  4. For the purposes of these Terms, Employment Business acts as an employment business as defined within the Conduct Regulations.
  5. Where there is a conflict of provisions between the main body of these terms of business and Contractor Schedule, the main body of these terms of business will take precedence save where expressly provided for within the clauses herein or agreed as a variation set out within Contractor Schedule.
  6. Headings contained in these Terms are for reference purposes only and will not affect the intended meanings of the clauses to which they relate.
  7. Unless the context otherwise requires, references to the singular includes the plural and feminine includes masculine and vice versa.

3. Client Obligations

  1. Client agrees to, and where applicable will ensure End User will, be responsible for providing the working environment for Contractor, save where such resources are to be provided by Contractor.
  2. These Terms are personal to Client and will not be assigned by it without the prior written consent of Employment Business. For the avoidance of doubt, this restriction includes any assignment to any subsidiary, associated company or member of Client’s group.
  3. Client undertakes to provide Employment Business with details of any specific health and safety risks in relation to the Services, together with details of any steps taken to prevent or control such risks.
  4. Client shall ensure that Contractor works in a safe environment in accordance with a safe system of work where it has responsibility for the working environment. Client agrees to indemnify and keep indemnified Employment Business from and against all loss or liability suffered or incurred by Employment Business as a result of any claim by Contractor and/or Representative arising out of any injury or damage to their person or property suffered in the course of performing the Services.
  5. Client undertakes to confirm in writing to Employment Business –

    1. the date upon which Contractor is required to commence the provision of the Services;
    2. the expected duration of Assignment;
    3. the nature of and/or specifics of the services required to be provided by Contractor;
    4. the location/s Contractor is to deliver the Services;
    5. details of any applicable End User;
    6. any specific recording requirements Client expects of Contractor;
    7. any experience, training, qualifications, professional body authorisations that Client, the law or professional body requires Contractor to possess to provide the Services;
    8. any expenses payable by or to Contractor;
    9. any site regulations, IT access/security/usage policies, health and safety procedures and any other procedures or policies Client (or End User) requires Contractor to adhere to and will provide copies of any such policies/procedure to Employment Business;
    10. any health and safety risks and any steps taken to address those risks; and
    11. whether Off-Payroll applies to it.
  6. Client agrees to provide written notice to Employment Business within (3) three working days where it receives details of a Contractor from Employment Business which it has already received from (a) another company; or (b) a person; or (c) the Contractor; or (d) any other source including (without limitation) from social media, job boards or advertisements placed by Client. Client further agrees that if no such notice is given by Client to Employment Business then in the event of an Engagement of the Contractor by Client, howsoever arising, Client agrees to pay Employment Business a fee in accordance with clause 5.
  7. Client acknowledges and agrees that where Client is unable to evidence such or freely admits their possession of the Contractor’s details was not in relation to the Vacancy, Client agrees to pay Employment Business’ fee in accordance with clause 5.
  8. Client undertakes to notify Employment Business immediately of its, or of Client Group’s, or of End User’s, intention to –

    1. engage a Contractor Introduced by Employment Business; or
    2. extend Assignment of Contractor; or
    3. otherwise Engage directly or indirectly a Contractor Introduced and/or supplied via Employment Business.
  9. Where the AWR applies to Assignment, Client warrants that it will, from the start of Assignment, provide Agency Worker with –

    1. information about relevant vacant posts with Client, or with End User where applicable; and
    2. save where objectively justifiable, access to any and all collective facilities and amenities,

    in the same manner as if Agency Worker were a direct worker or employee of Client, or of End User where applicable.

  10. Where AWR applies to Assignment, upon request from Employment Business, Client undertakes to provide (without delay) to Employment Business accurate information about the working and employment conditions that are applicable to Client (or applicable to End User where relevant) whether by contract or by collective agreement or otherwise and shall include subsequent variations thereto, that relate to the Client’s (or to End User’s) employees and direct workers including (without limitation) –

    1. the standard terms and conditions that apply to their employees and those that apply to their workers;
    2. details relating to the application and calculation of, pay scales, bonuses, commission, overtime, shift allowance, unsocial hours allowance, hazardous duties, holiday pay, other related emoluments;
    3. entitlements relating to annual leave, night work, rest periods, rest breaks;
    4. benefits of monetary value including, without limitation, vouchers and stamps; and
    5. any other information as may be required by Employment Business to comply with the AWR.
  11. Where the AWR applies to Assignment, Client agrees that it will, upon request from Employment Business and without delay, provide accurate details relating to the working and employment conditions (as defined within regulation 5(2) and regulation 6 of the AWR) of Client’s (or of End User’s as is applicable) workers and/or employees who undertake the same or broadly similar work as that of Agency Worker during Assignment.
  12. Where the AWR applies to Assignment and where applicable pursuant to information obtained under clause 3.9 above, Client will, and where applicable will ensure that End User will, apply the same or similar process as applied to assess Pay that is directly attributable to the amount or quality of the work done by Agency Worker. For the purposes of this clause “Pay” means as defined in regulation 6(2) of the AWR.
  13. Where the AWR applies to Assignment and Agency Worker is pregnant, Client acknowledges and agrees that, following the Qualifying Period, Client will, and where applicable will procure that End User will, permit Agency Worker time off to attend ante-natal medical appointments and ante-natal classes.
  14. Where the AWR applies to Assignment, Client acknowledges and agrees that, following the Qualifying Period and whereupon Agency Worker is unable to continue to provide some or all of the Services on maternity grounds due to reasons of health and safety, Client will, and where applicable will procure that End User will, undertake to make such reasonable adjustments as are necessary to allow Agency Worker to continue providing services for the duration of Assignment. For the avoidance of doubt, such reasonable adjustments will include provision of alternative work on terms no less favourable than those applicable during Assignment.
  15. Client undertakes and agrees to immediately notify Employment Business where an Agency Worker has worked for Client/End User in the same or similar role as Assignment where, prior to the planned commencement of Assignment, such role is within the Qualifying Period.
  16. Client warrants and undertakes that it will not, and where applicable will procure that End User will not, seek to deny Agency Worker’s entitlement to rights under the AWR by virtue of the structure of assignments and shall at all times comply with regulation 9 of the AWR.
  17. Where Off-Payroll applies to Client and Services are in scope, Client undertakes and agrees to assess the working practices of Services to be provided during Assignment and to issue Employment Business with its status determination statement (“SDS”) and the reasons for the decision in writing prior to the commencement of Assignment and to comply with the statutory requirements to notify Representative.
  18. Where Off-Payroll applies to Client or applies to End User, Client undertakes and agrees to provide any information reasonably requested at any time by Employment Business promptly in order to assist Employment Business to comply with Off-Payroll.
  19. Client undertakes and agrees to notify Employment Business in the event of changes to information provided under clauses 3.15 or 3.16 that occur during Assignment and reissue an SDS if working practices and conditions change.
  20. 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 and within forty-five (45) calendar days, beginning with the day the disagreement representation is received.
  21. Client warrants to comply with its statutory obligation to, upon request by Employment Business, confirm its size under Off-Payroll and to notify of a change in its size.
  22. Client undertakes and agrees to notify Employment Business where the Client or End User is based wholly overseas as defined under Off-Payroll.
  23. Client warrants that –

    1. it complies with the statutory obligation to prevent sexual harassment as required under The Worker Protection (Amendment of Equality Act 2010) Act 2023 (WPA 2023);
    2. it will take all reasonable steps to prevent sexual harassment from occurring in the workplace;
    3. it has appropriate policies, procedures and training of its employees in place to comply with the WPA 2023;
    4. it will share with Employment Business its relevant policies, procedures and training on sexual harassment;
    5. it will inform Employment Business in writing, without delay, of any incidents around harassment, including sexual harassment, with respect to any entity in its supply chain whom the Contractor and or Employment Agency employees may interact with in respect of the services under these Terms; and
    6. on being notified by the Employment Business of the allegation of sexual harassment, it will cooperate fully with the Employment Business and procure that the relevant individual co-operates fully with the Employment Business, to enable the Employment Business to carry out a reasonable and proper investigation into the sexual harassment allegation.
  24. Client warrants and undertakes that all information it provides to Employment Business under these Terms is true and accurate.

4. Employment Business’s Obligations

  1. Employment Business shall use reasonable endeavours to introduce Contractors to Client who meet Client’s stated requirements.
  2. Where Employment Business and Client have agreed that Employment Business will supply Client with the services of a Contractor, Employment Business will give Client a Contractor Schedule confirming the name of Contractor, the agreed pay rates/fees, duration of Assignment, description of the Services, notice periods and any other relevant details communicated and agreed between the parties.
  3. Employment Business shall use reasonable endeavours to ensure that Contractor uses best endeavours to deliver the Services to the Client’s reasonable and lawful specification.
  4. Employment Business shall use reasonable endeavours to ensure that Contractor enters into an agreement which procures Contractor, in consideration of fees paid (i) to assign to Employment Business (for onward assignment to Client) or directly to Client (as directed by Client to Employment Business), Contractor’s intellectual property rights of whatever nature and, if capable of registration, whether registered or not, in all documents or other material and data or other information and processes provided or created by Contractor in the provision of the Services and (ii) to procure Representative’s assignment on the same terms.
  5. Employment Business shall use reasonable endeavours to ensure that Contractor enters into an agreement which contains an obligation on Contractor to keep confidential all confidential information of Client obtained during Assignment. For the purposes of this clause 4.5, confidential information is confidential if it is clearly marked confidential or if Client states it is confidential clearly in writing to Contractor.
  6. Employment Business will use reasonable endeavours to carry out appropriate checks on Contractors. Subject to completion of any checks required by law prior to commencement, Contractors may start an Assignment before all checks are complete. Responsibility for determining suitability and for any additional required checks rests with the Client, and the Employment Business gives no warranty or liability for third-party information where reasonable checks have been undertaken.

5. Charges/Fees

  1. Client agrees to pay Employment Business’s charges as set out in the relevant Contractor Schedule.
  2. Signature by Client (or by End User where applicable) of timesheets of hours worked or other verification of Services is confirmation of the Services provided and of satisfaction with the Services provided. Failure to sign/authorise the timesheet does not absolve Client of its obligation to pay the charges for the Services provided by the Contractor.
  3. If Client is unable to sign a timesheet (or other agreed method of verification) produced for authentication by Contractor because Client disputes the amount of time claimed or Services provided, then Client will notify Employment Business within two (2) working days from the presentation to the client of the claimed work for verification and will co-operate fully and in a timely fashion with Employment Business, including providing documentary evidence of the hours/days worked or Services provided by Contractor, to enable Employment Business to establish what periods of time, if any, Contractor worked or verify Services provided.
  4. With reference to clause 3.11, where such time off to attend ante-natal medical appointments and ante-natal classes falls within the normal working periods of Agency Worker during Assignment, Client agrees to pay Employment Business’s charges, in accordance with clause 5.1, for such periods whether by inclusion of such time on a timesheet or otherwise.
  5. There are no refunds or rebates payable by Employment Business to Client (or to Client Group or, for the avoidance of doubt, End User) in respect of Employment Business’s charges.
  6. Client agrees to pay Employment Business all reasonable business expenses incurred by Contractor in the provision of the Services as agreed within Contractor Schedule.
  7. In the event notification in accordance with 3.15 is provided to Employment Business after the commencement of Assignment or in the event of information provided in accordance with clauses 3.16 and 3.17, Client agrees and accepts that Employment Business is entitled to vary its charge to Client and nature of Services in order to comply with Off-Payroll and has the right to terminate with immediate effect pursuant to Clause 7.8.
  8. VAT, where applicable, will be payable in addition to charges/fees.
  9. Client acknowledges and agrees that Employment Business may, upon notice, increase the charge rate set out in the relevant Contractor Schedule in order to comply with the AWR or with Off-Payroll.
  10. Client acknowledges that it has no right to set-off, withhold or deduct monies from sums due to Employment Business under these Terms.

6. Invoices

  1. Employment Business will raise invoices monthly (unless otherwise specified in Contractor Schedule) in respect of charges payable and Client agrees to pay such invoices within fourteen (14) days of the date of the invoice, unless otherwise specified in Contractor Schedule.
  2. The Client must notify Employment Business in writing within five (5) days of any amount Client disputes and the reason. The invoice will remain payable in full unless Employment Business agrees to a credit or correction, in its sole discretion.
  3. Employment Business reserves the right to charge interest on invoiced amounts overdue at the statutory rate as prescribed pursuant to Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 (and as may be calculated using the calculator on the website: www.payontime.co.uk) from the due date until the date payment is received in cleared funds and to charge compensation and further recovery costs in accordance with the Late Payment of Commercial Debts Regulations 2013.

7. Termination of Assignments

  1. Client may instruct Employment Business, in writing, to end the Services of Contractor immediately in the event of substantial non-performance or serious misconduct by Contractor, provided that Client provides detailed, written confirmation of the non-performance and/or misconduct.
  2. Employment Business may end any Assignment immediately by giving Client notice in writing if Client is in material breach of these Terms.
  3. Either party may terminate Assignment prior to the end of Assignment by giving not less than 4 weeks’ notice in writing, or such other period of notice as agreed and set out in the relevant Contractor Schedule.
  4. When notice of termination of Assignment is served by Client, payment for each week of notice will be based on the specified hours/days agreed in Contractor Schedule or actual hours worked whichever the greater. Client agrees to make payment in accordance with clauses 5 and 6 above irrespective of whether or not Contractor continues to provide the Services during this notice period.
  5. In any event of termination of Assignment pursuant to clause 7.1 above, Employment Business shall use reasonable endeavours to provide an alternative Contractor within fourteen (14) days that in the reasonable opinion of Employment Business is suitable to provide the Services.
  6. These Terms may be terminated by either party by giving to the other immediate notice in the event that either Employment Business or Client goes into liquidation, becomes bankrupt or enters into an arrangement with creditors or has a receiver or administrator appointed or where Employment Business has reasonable grounds to believe Client will not pay Employment Business’s invoice within the payment terms agreed within clause 6.1.
  7. Save for when the Representative is an Agency Worker, the Contractor may substitute the Representative. For the avoidance of doubt, the Contractor, to adhere to its agreement with Employment Business, must ensure:

    1. Services remain as detailed in the Contractor Schedule;
    2. the proposed substitute passes all relevant security checks; and
    3. no delay or reduction in quality occurs due to the lack of technical or Client specific knowledge held by the substitute.
  8. Employment Business may, at its absolute discretion and at any time, terminate Assignment upon immediate notice where in the opinion of Employment Business Contractor is no longer suitable to provide the Services, including suitability given Off-Payroll status of Services.
  9. Following termination (howsoever arising) of these Terms, the provisions contained within clauses 1, 2, 3.8, 3.10, 3.11, 3.12, 5.5, 5.6, 5.10, 6, 8, 9, 10, 11, 12, 13, 14 and 15 will continue in full force and effect.

8. Engagement of Representatives by Client or Third Parties

  1. Subject to clause 9.1, where the Client, any Client Group company, End User or any third party to whom the Client has disclosed details of a Contractor or Candidate (together the “Relevant Parties”) Engages a Contractor or Candidate other than via the Employment Business, whether during an Assignment or within the Quarantine Period, the Client shall:
    1. promptly notify the Employment Business of such Engagement; and
    2. pay the Employment Business the Transfer Fee set out in the Contractor Schedule, irrespective of the intended or actual duration of the Engagement.
  2. Subject to clause 9.2, where the Employment Business has Introduced a Contractor or Candidate to the Client (whether verbally, by provision of CV or profile, referral, interview, recommendation or otherwise), and no immediate Assignment follows, but the Contractor or Candidate is Engaged by any Relevant Party within twelve (12) months of the date of the Introduction, the Client shall:
    1. promptly notify the Employment Business of such Engagement; and
    2. pay the Transfer Fee in accordance with clause 8.1.
  3. All Introductions are made on a confidential basis. If the Client, directly or indirectly, introduces, refers, recommends, or otherwise makes known or passes the details of a Contractor or Candidate to any third party (including, for the avoidance of doubt, any Client Group company or End User), resulting in the Engagement of that Contractor or Candidate, the Client shall pay the Transfer Fee.
  4. Where the Client fails to provide the Employment Business with written confirmation of the actual Remuneration payable to a Contractor or Candidate pursuant to an Engagement, the Employment Business shall be entitled to calculate the Transfer Fee based on the higher of:
    1. the Remuneration reasonably expected for the position based on comparable market rates; or
    2. the Remuneration stated (or reasonably anticipated) at the time of Introduction.

    For the avoidance of doubt, no refund of the Transfer Fee will be paid in the event that the Engagement subsequently terminates.

  5. The Employment Business shall issue an invoice for any Transfer Fee payable pursuant to this clause 8. Payment shall be due within thirty (30) days of the date of invoice.
  6. For the avoidance of doubt:
    1. VAT is payable in addition to any Transfer Fee; and
    2. no refund of any Transfer Fee shall be due if an Engagement terminates earlier than expected, for any reason.
  7. Where a Candidate is Engaged by the Client, any Client Group company, or End User on a permanent or fixed-term basis, the Client shall pay the Employment Business a fee (the “Placement Fee”) calculated as 25% of the Candidate’s first year’s anticipated Remuneration, subject to a minimum fee of £7500.
  8. Where the Candidate is Engaged on a fixed-term contract of less than 12 months, the Placement Fee shall be calculated on a pro-rata basis of the equivalent annual Remuneration, subject to the minimum fee.
  9. The Placement Fee shall become due and payable on the Candidate’s commencement of employment or engagement. The Employment Business shall raise an invoice on or after that date, and payment shall be made within 30 days of the invoice date. VAT is payable in addition.
  10. Where a Candidate has already been introduced to the Client by another agency or source prior to the Employment Business’s Introduction, the Placement Fee shall remain payable to the Employment Business if the Employment Business’s Introduction was the effective cause of the Candidate’s Engagement.
  11. Any Engagement arising directly or indirectly from an Introduction by the Employment Business shall give rise to a Placement Fee, whether the Engagement occurs during the 12 months following the Introduction or thereafter, if the Employment Business’s Introduction was the effective cause of the Engagement.
  12. Where a Contractor or Representative supplied by the Employment Business introduces, refers, recommends or otherwise makes known any individual to the Client, any Client Group company or End User, and that individual is subsequently Engaged (whether directly or indirectly, and whether or not with the Employment Business’s knowledge or consent) by the Client, any Client Group company or End User, that individual shall be treated as a Contractor and deemed to have been Introduced by the Employment Business for the purposes of these Terms, and the Placement Fee (or, where applicable, the Transfer Fee) shall be payable by the Client in accordance with this Clause 8 as if the Employment Business had itself made the Introduction. The Client shall promptly notify the Employment Business upon becoming aware of any such introduction, referral or recommendation.
  13. For the avoidance of doubt, no refund of any Placement Fee shall be due in the event that the Candidate’s engagement terminates after the expiry of the rebate period (if any), or where the rebate conditions in clause X.4 have not been fully met.

9. Alternative Hire Period

  1. Where the Conduct Regulations apply, as an alternative to the Transfer Fee agreed in clause 8.1 Client may provide Employment Business with written notice in accordance with clause 7.3 above and to require Employment Business to supply the services of Representative to Client for a further period set out as the Alternative Hire Period within Contractor Schedule, during which period Client will pay the charges agreed pursuant to clause 5.1 above.
  2. Where the Conduct Regulations apply, as an alternative to the Transfer Fee agreed in clause 8.2, Client may provide Employment Business with five (5) days written notice to require Employment Business to supply the services of Contractor to Client for the Alternative Hire Period agreed in Contractor Schedule, during which period Client agrees to pay the charges agreed pursuant to clause 5.1 above or where none agreed, pursuant to market rate in the sole opinion of Employment Business.
  3. Upon completion of the entire duration of Alternative Hire Period and the payment in full of invoices relating thereto, Client may engage with Contractor directly or indirectly without any additional payment to Employment Business.
  4. Where Client does not give such notice as required within clauses 9.1 and 9.2 above before Contractor is Engaged, Client acknowledges and agrees that Transfer Fee will become due in full to Employment Business.
  5. Pursuant to clauses 9.1 and 9.2 above, a Contractor Schedule will be issued by Employment Business and these Terms will continue in full force and effect during the Alternative Hire Period.
  6. In the event Contractor ceases to provide services for whatever reason during the Alternative Hire Period, Client acknowledges and agrees that the Transfer Fee will become due, minus the portion directly relating to the gross profit of Employment Business paid by Client to Employment Business during the period of the Alternative Hire Period that Contractor completed.
  7. For the avoidance of doubt, there will be no refund of any fees or charges paid by Client to Employment Business in relation to the Alternative Hire Period and/or Transfer Fee.

10. Data Protection

  1. For the purposes of this clause 10 “Data Subject” means as set out in, and will be interpreted in accordance with Data Protection Legislation. For the avoidance of doubt, Data Subject includes Representative.
  2. The parties hereto acknowledge that Employment Business is a Data Controller in respect of the Personal Data of Contractor and provides such Personal Data to Client in accordance with the Data Protection Legislation for the purposes anticipated by these Terms.
  3. The parties hereto acknowledge that Client is a Data Controller but the parties hereto are not Joint Controllers (as defined within Data Protection Legislation) save where a specific agreement is made to that effect between the parties hereto.
  4. The parties hereto agree that the Contractor is not Client’s Data Processor (as defined within Data Protection Legislation) save where agreed otherwise within a Contractor Schedule and subject to additional terms and conditions.
  5. The parties hereto warrant to each other that any Personal Data relating to a Data Subject, whether provided by Client, Employment Business or by Contractor, will be used, Processed and recorded by the receiving party in accordance with Data Protection Legislation.
  6. The parties hereto will take appropriate technical and organisational measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration or disclosure.
  7. Client will –

    1. comply with the instruction of the Employment Business with regards to the transfer/sharing of data between the parties hereto. If Client requires Personal Data not already in its control to be provided by Employment Business, Client will set out their legal basis for the request of such data and accept that Employment Business may refuse to share/transfer such Personal Data where, in the reasonable opinion of Employment Business, it does not comply with its obligations in accordance with Data Protection Legislation;
    2. not cause Employment Business to breach any of their obligations under the Data Protection Legislation.
  8. In the event Client becomes aware of an actual or any reasonably suspected Personal Data Breach, it will immediately notify Employment Business and will provide Employment Business with a description of the Personal Data Breach, the categories of data that was the subject of the Personal Data Breach and the identity of each Data Subject affected and any other information the Employment Business reasonably requests relating to the Personal Data Breach.
  9. In the event of a Personal Data Breach, Client will promptly (at its own expense) provide such information, assistance and cooperation and do such things as Employment Business may request to –

    1. investigate and defend any claim or regulatory investigation;
    2. mitigate, remedy and/or rectify such breach; and
    3. prevent future breaches.

    and will provide Employment Business with details in writing of all such steps taken.

  10. Client will not release or publish any filing, communication, notice, press release or report concerning any Personal Data Breach without the prior written approval of Employment Business.
  11. Client agrees it will only Process Personal Data of Contractor for the agreed purpose of provision of Services pursuant to these Terms.
  12. Client will provide evidence of compliance with clause 10 upon request from Employment Business.

11. Liability

  1. Employment Business shall use reasonable endeavours to ensure Contractor has the required standard of skill, integrity and reliability; nevertheless, Employment Business is not liable for any loss, expense, damage or delay arising from and in connection with any failure on the part of Contractor to perform the Services nor for any negligence whether wilful or otherwise, dishonesty, fraud, acts or omissions, misconduct or lack of skill of Contractor howsoever arising.
  2. All Contractors are engaged under contracts for services. They are not the employees of Employment Business.
  3. Client will comply, and will procure that End User will, in all respects with all relevant statutes, by-laws and legal requirements including provision of adequate public liability insurance in respect of Contractor where appropriate. Client agrees to allow and reasonably assist Employment Business in complying with its legal obligations to provide resourcing services.
  4. Employment Business is providing resourcing services comprising of sourcing, introduction of Contractor and payment of fees to Contractor in relation to Services and accordingly, Employment Business does not accept any liability, howsoever arising, for the quality of services provided by Contractor, save for death or personal injury caused by Employment Business’s direct negligence.
  5. Save where required by law, the parties hereto are not liable for-

    1. any loss of profits, loss of business, loss of revenue, depletion of goodwill, pure economic loss, loss of anticipated savings, damages, charges, expenses and/or similar losses; or
    2. any special, indirect or consequential losses;
  6. Save as required by law, the sole aggregate liability of Employment Business to Client arising in connection with these Terms will be limited to ten thousand pound sterling £10,000.

12. Indemnity

  1. Client agrees to indemnify and keep indemnified Employment Business against any costs, claims and liabilities (including those under statute) incurred directly or indirectly by Employment Business arising out of or in connection with these Terms including (without limitation) as a result of:

    1. any breach of these Terms by Client (including its employees, subcontractors and agents);
    2. any breach by Client, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity);
    3. application of Off-Payroll including an incorrect SDS issued by Client and/or treatment of Contractor categorised under Assignment as outside IR35, which treatment by Client causes or contributes to HMRC classifying Contractor as a deemed employee pursuant to Off-Payroll;
    4. any sexual harassment or alleged sexual harassment of the Contractor and or employees/agents of the Employment Business by the Client or Third Party, or any of its employees or agents; and
    5. any unauthorised disclosure of a Contractor details by Client or by Third Party, or any of its employees or agents.

13. General

  1. Employment Business is not liable for any delay or failure in performance of its obligations to Client where this arises from matters outside its reasonable control.
  2. Any failure by Employment Business to enforce at any particular time any one or more of these Terms will not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.
  3. If any provision, clause or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms will remain in full force and effect to the extent permitted by law.
  4. No provision of these Terms will 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.
  5. Without prejudice to clause 2.2, whereupon these Terms and/or Contractor Schedule/s are executed by the signature of duly authorised representatives of the parties this forms a binding agreement and will supersede all previous agreements or representations whether written or oral including without limitation Client’s terms and conditions, purchase order or other Client documents with respect to the provision of services set out herein provided by Employment Business. These Terms may not be modified or amended except in writing and signed by a duly authorised representative of Employment Business.
  6. A reference to a statute or a provision of a statute or enactment is a reference to that statute or provision as amended or re-enacted at the relevant time.

14. Notices

  1. Any notice required to be given under these Terms will be delivered by hand, sent by e-mail or prepaid first-class post to the recipient at its address specified in these Terms (or as otherwise notified from time to time to the sender by the recipient for the purposes of these Terms).
  2. Notices in connection with these Terms will be deemed to have been given and served –

    1. if delivered by hand, at the time of delivery if delivered before 5.00pm on a business day or in any other case at 10.00am on the next business day after the day of delivery;
    2. if sent by e-mail, at the time of despatch if despatched on a business day before 5.00 p.m. or in any other case at 10.00 a.m. on the next business day after the day of despatch, unless the transmission report indicates a faulty or incomplete transmission or, within the relevant business day, the authorised recipient informs the sender that the e-mail message was received in an incomplete or illegible form; or
    3. if sent by prepaid first-class post, 48 hours from the time of posting.
  3. For the avoidance of doubt and for the purpose of this clause 14.2, a “business day” will mean any day excluding Saturday, Sunday and public holidays.

15. Governing Law

  1. These Terms shall be construed in accordance with the laws of England and Wales and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Contractor Schedule

A Contractor Schedule is subject to the main body of the Standard Terms of Business Supply of Contractor Services to Clients. In the event of conflict between the main body of the terms of business and this Contractor Schedule, the main body of the terms of business will apply save where expressly provided for within the main body of the terms of business or where a variation is agreed by both parties below.
Details of Assignment to be provided upon Engagement.

Standard Terms of Business Introduction of Candidates to Clients for Direct Employment/Engagement

1. Definitions

  1. In these Terms –
    1. “Client” means the person, firm or corporate body to whom Employment Agency Introduces a Candidate;
    2. “Candidate” means the person Introduced by Employment Agency to Client including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or employee of the Candidate if the Candidate is a limited liability partnership, and members of Employment Agency’s own staff;
    3. “Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended) and reference to a particular Regulation are references contained therein;
    4. “Data Controller” means “controller” in accordance with Data Protection Legislation;
    5. “Data Protection Legislation” means all applicable laws and regulations, as amended or updated from time to time, in the United Kingdom relating to data protection, the processing of personal data, privacy and electronic communications, including without limitation the Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR);
    6. “Engagement” means the engagement, employment or use of the Candidate by Client or by any Third Party to whom or to which the Candidate was Introduced by Client (whether with or without Employment Agency’s knowledge or consent) on a permanent or temporary basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or through any other arrangement directly or indirectly, and “Engages” and “Engaged” will be construed accordingly;
    7. “Introduction” means:
      1. the passing of a curriculum vitae or information about the Candidate; or
      2. the interview of a Candidate in person or by telephone or by any audio or visual means;

      and the time of Introduction will be taken to be the earlier of (a) and (b); and “Introduced” and “Introduces” will be construed accordingly;

    8. “Personal Data” means as set out in and interpreted in accordance with Data Protection Legislation;
    9. “Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed in connection with these Terms or relating to any Candidate;
    10. “Process” means as set out in and interpreted in accordance with Data Protection Legislation, and “Processed” and “Processing” shall be construed accordingly;
    11. “Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, shift allowances, location weighting and call-out allowances, the benefit of a company car and all other payments or emoluments payable to or receivable by the Candidate. Where a company car is provided, £5,000 shall be added to salary for fee calculation purposes;
    12. “Terms” means these terms of business;
    13. “Third Party” means any company or person who is not the Client. For the avoidance of doubt, subsidiaries and associated companies of the Client are included within this definition;
    14. “Vacancy” means a specific role, work, or position that the Client requests the Employment Agency to submit a person for consideration.

2. These Terms

  1. These Terms constitute the entire agreement between Employment Agency and Client in relation to the subject matter hereof and are deemed to be accepted by Client and to apply by virtue of (a) an Introduction to Client of a Candidate; or (b) the Engagement by Client of a Candidate; or (c) the passing of information about the Candidate by Client to any Third Party; or (d) Client’s interview or request to interview a Candidate; or (e) Client’s signature at the end of these Terms; or (f) any other written expressed acceptance of these Terms. For the avoidance of doubt, these Terms apply whether or not the Candidate is Engaged by Client for the same type of work and/or Vacancy as that for which the Introduction was originally effected.
  2. These Terms supersede all previous agreements between the parties in relation to the subject matter hereof.
  3. These Terms prevail over any other terms of business or purchase conditions put forward by Client save where expressly agreed otherwise by Employment Agency.
  4. Client authorises Employment Agency to act on its behalf in seeking a person to meet Client’s requirements and, if Client so requests, shall advertise for such a person through such methods as are agreed with Client and at Client’s expense.
  5. For the purposes of these Terms, Employment Agency acts as an employment agency as defined within the Conduct Regulations.

3. Obligations of Employment Agency

  1. Employment Agency shall use reasonable endeavours to introduce at least one suitable person to meet the requirements of Client for each Vacancy. Employment Agency cannot guarantee to find a suitable person for each Vacancy. Without prejudice to clause 3.2 below, Employment Agency shall use reasonable endeavours to ascertain that the information provided by Employment Agency to Client in respect of the Candidate is accurate.
  2. Employment Agency accepts no responsibility in respect of matters outside its knowledge and Client must satisfy itself as to the suitability of the Candidate.
  3. Employment Agency will use reasonable endeavours to carry out pre-engagement checks on Candidates, but responsibility for suitability and any additional required checks rests with the Client. No warranty or liability is given for third-party information where reasonable checks have been undertaken.

4. Client Obligations

  1. Client shall satisfy itself as to the suitability of the Candidate. Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Candidate, for criminal records and/or background checks and for satisfying other requirements, qualifications or permission required by the law and regulations of the country in which the Candidate is engaged to work.
  2. To enable Employment Agency to comply with its obligations under clause 3, Client undertakes to provide to Employment Agency details of the position which Client seeks to fill, including the type of work that the Candidate would be required to do; the location and hours of work; the experience, training, qualifications and any authorisation which Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position; and any risks to health or safety known to Client and what steps Client has taken to prevent or control such risks.
  3. The Client warrants that all information provided to the Employment Agency regarding the Vacancy, including job description, remuneration, working conditions, and location, is accurate and not misleading. The Client shall indemnify the Employment Agency against any claims, losses, or liabilities arising from any misrepresentation or omission.
  4. Client agrees to provide details of the date Client requires the Candidate to commence work, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with Client.
  5. Client agrees that it shall inform Employment Agency of any information it has that suggests it would be detrimental to the interests of either Client or the Candidate for the Candidate to work in the position which Client seeks to fill.
  6. Client agrees to provide written notice to Employment Agency within 3 working days where it receives details of a Candidate from Employment Agency which it has already received from (a) another company; or (b) a person; or (c) the Candidate; or (d) any other source including (without limitation) from social media, job boards or advertisements placed by Client. Client further agrees that if no such notice is given by Client to Employment Agency then in the event of an Engagement of the Candidate by Client, howsoever arising, Client agrees to pay Employment Agency a fee in accordance with clause 5.2.
  7. Where Client does so notify Employment Agency in accordance with clause 4.5 above and whereupon Client provides evidence to Employment Agency that such receipt of details by Client is in direct relation to the Vacancy, Client will not be liable to pay Employment Agency a fee for that Candidate in respect of the Vacancy. Client acknowledges and agrees that where Client is unable to evidence such or freely admits their possession of the Candidate’s details was not in relation to the Vacancy, Client agrees to pay Employment Agency’s fee in accordance with clause 5.2.
  8. Client agrees to –

    1. notify Employment Agency as soon as possible (and in any event, no later than 7 days from the date of offer or from the date the Engagement takes effect; whichever is earlier) of any offer of an Engagement which it makes to the Candidate; and
    2. notify Employment Agency immediately when its offer of an Engagement to the Candidate has been accepted and to provide details of the Candidate’s Remuneration to Employment Agency; and
    3. pay Employment Agency’s fee within the period set out under clause 6.2.
  9. Client shall not, and shall not seek to cause Employment Agency to, unlawfully discriminate in relation to the services provided by Employment Agency to Client in connection with these Terms and shall disclose any and all information requested by Employment Agency in the event a Candidate makes a complaint to Employment Agency.
  10. Client acknowledges that the Employment Agency has a duty under section 40A of the Equality Act 2010 to prevent sexual harassment of its staff by third parties and will not tolerate sexual harassment of its employees.
  11. Client warrants that –

    1. it complies with the statutory obligation to prevent sexual harassment as required under The Worker Protection (Amendment of Equality Act 2010) Act 2023 (WPA 2023);
    2. it will take all reasonable steps to prevent sexual harassment from occurring in the workplace;
    3. it has appropriate policies, procedures and training of its employees in place to comply with the WPA 2023;
    4. it will share with Employment Agency its relevant policies, procedures and training on sexual harassment;
    5. it will inform Employment Agency in writing, without delay, of any incidents around harassment, including sexual harassment, with respect to any entity in its supply chain whom the Candidate and or Employment Agency employees may interact with in respect of the services under these Terms; and
    6. on being notified by the Employment Agency of the allegation of sexual harassment, it will cooperate fully with the Employment Agency and procure that the relevant individual co-operates fully with the Employment Agency, to enable the Employment Agency to carry out a reasonable and proper investigation into the sexual harassment allegation.
  12. Client warrants that it shall not, and shall procure that its employees and agents shall not, pass any information concerning a Candidate to any Third Party. Client acknowledges that Introductions of Candidates are confidential and that failure to comply with this clause 4.9 may cause Employment Agency to breach the Conduct Regulations and/or the Data Protection Legislation and accordingly, Client agrees to indemnify Employment Agency from any and all liability in connection with Client’s breach of this clause 4.9.

5. Charges/Fees

  1. Where Client discloses to a Third Party any details regarding a Candidate and that Third Party subsequently Engages the Candidate within 12 months from the date of the Introduction, Client agrees to pay Employment Agency’s fee as set out in clause 5.3. There is no entitlement to any rebate or refund to Client or to the Third Party in relation to fees paid in accordance with this clause 5.1.
  2. Client agrees to pay Employment Agency a fee calculated in accordance with clause 5.3 where it Engages, whether directly or indirectly, any Candidate within 12 months from the date of Employment Agency’s Introduction.
  3. The fee will be calculated as a percentage of the Candidate’s Remuneration applicable during the first 12 months of the Engagement (as set out in the table below). Employment Agency will charge VAT on the fee where applicable.
  4. Percentage payable as the Fee 25%
  5. Where the amount of the actual Remuneration is not known or disclosed, Employment Agency will charge a fee calculated in accordance with clause 5.3 on the maximum level of remuneration applicable –
    1. a) for the Vacancy; or
    2. b) for the type of position the Candidate had been originally submitted by Employment Agency to Client for; or
    3. c) for a comparable position in the general marketplace.
  6. Where the Engagement is for a fixed term of less than 12 months, the fee in clause 5.3 will still apply [or] the fee in clause 5.3 will apply pro-rata [or] a fixed fee of £5000 will apply. Where the Engagement is extended beyond the initial fixed term or where Client re-Engages the Candidate within 12 months from the date of planned or actual termination (as applicable) of the first Engagement, Client shall pay a further fee based on the Remuneration applicable for the period of Engagement following the initial fixed term period up to the termination of the second Engagement calculated in accordance with clause 5.3.
  7. Where Client withdraws an offer of an Engagement made to the Candidate, Client agrees to pay Employment Agency a minimum fee of 5% of the Remuneration for the services provided by Employment Agency prior to Client’s withdrawal. Client further agrees to indemnify and hold harmless Employment Agency from any all liability in connection with Client’s withdrawal of such an offer.
  8. Charges incurred by Employment Agency at Client’s written request in respect of advertising or any other matters will be charged to Client in addition to the fee and such charges will be payable whether or not the Candidate is Engaged.
  9. Client acknowledges that it has no right to set-off, withhold or deduct monies from sums due to Employment Agency under or in connection with these Terms.

6. Invoices

  1. Except in the circumstances set out in clause 5.1, 5.6 and 5.7 no fee is incurred by Client until the Candidate commences the Engagement; whereupon Employment Agency will render an invoice to Client for its fees.
  2. Employment Agency shall raise invoices in respect of the charges payable and Client agrees to pay the amount due within 14 days of the date of the invoice.
  3. All invoices will be deemed to be accepted in full by Client in accordance with the payment terms stated within clause 6.2 unless Client notifies Employment Agency, in writing within 5 days of receiving the invoice, stating the amount Client disputes and the reason Client disputes that amount. In the event Client does so notify Employment Agency that it wishes to dispute part of an invoice, Client agrees to pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with Employment Agency in order to resolve the dispute as quickly as possible.
  4. Employment Agency reserves the right to charge interest on invoiced amounts overdue at the statutory rate as prescribed pursuant to Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 (as may be calculated using the calculator on the website: www.payontime.co.uk) from the due date until the date payment is received in cleared funds and reserves the right to charge compensation and further recovery costs in accordance with the Late Payment of Commercial Debts Regulations 2013.

7. Rebates

  1. Where Client qualifies for a rebate in accordance with clause 7.2, and the employment of the Candidate is terminated by Client or by the Candidate within the time periods specified below, Client will be entitled to a rebate of the introduction fee as follows:
Duration of Employment Percentage of Fee to be rebated
Less than 4 weeks 60%
4 weeks to less than 8 weeks 40%
8 weeks to less than 12 weeks 20%
12 weeks or more 0%
  1. The following conditions must be met in order for Client to qualify for a rebate:
    1. Client must notify Employment Agency within 7 days of termination or notice (whichever is earlier), with reason.
    2. Invoice must have been paid within agreed payment terms.
    3. No rebate if termination is due to redundancy, reorganisation, or strategy change.
    4. No rebate if termination is due to poor performance before induction/training completion.
    5. Misconduct cases only qualify if reasonably foreseeable by Employment Agency.
    6. No rebate if Candidate left due to materially different job expectations.
    7. No rebate if discrimination or adverse treatment caused departure.
    8. Candidate must not have worked for Client in prior 12 months.
  2. If Candidate withdraws before start date, Employment Agency is not liable for costs and no rebate applies unless agreed in writing.
  3. If Candidate is re-engaged via Client or third party, any rebate already paid must be repaid to Employment Agency.

8. Liability and Indemnity

  1. Employment Agency shall use reasonable endeavours to ensure Candidate has the required standard of skill, experience and necessary qualifications as stated in the Vacancy; nevertheless, Employment Agency is not liable for any loss, expense, damage or delay arising from and in connection with any failure on the part of Employment Agency or of Candidate to evidence such to Client nor for any negligence whether wilful or otherwise, dishonesty, fraud, acts or omissions, misconduct or lack of skill, experience or qualifications of Candidate.
  2. Employment Agency is not liable for any indirect or consequential losses or damage including but not limited to; loss of profits, revenue, goodwill, anticipated savings or for claims by third parties arising out of Employment Agency’s performance or failure to perform any of its obligations in these Terms.
  3. Notwithstanding clause 8.2 above, nothing in these Terms will be deemed to exclude or restrict any liability of Employment Agency to Client for personal injury, death or fraud directly caused by Employment Agency.
  4. Employment Agency shall not be liable for failure to perform its obligations under these Terms if such failure results by reason of any cause beyond its reasonable control.
  5. Client will indemnify and keep indemnified Employment Agency against any costs (including legal costs), claims or liabilities incurred directly or indirectly by Employment Agency arising out of or in connection with these Terms including (without limitation) as a result of –
    1. a) any breach of these Terms by Client or by its employees or agents;
    2. b) any breach by Client or by Third Party, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity, immigration legislation, the Conduct Regulations and Data Protection Legislation);
    3. c) any sexual harassment or alleged sexual harassment of the Candidate and or employees/agents of the Employment Agency by the Client or Third Party, or any of its employees or agents; or
    4. d) any unauthorised disclosure of a Candidate details by Client or by Third Party, or any of its employees or agents.
  6. Save as required by law, the sole aggregate liability of Employment Agency arising out of or in connection with these Terms is limited to £10,000.00.
  7. The Client agrees that it shall not, and shall procure that its employees, agents, and affiliates shall not, directly or indirectly solicit, entice, or engage any employee, contractor, or representative of the Employment Agency for employment or engagement (whether permanent, temporary, or contract) during the term of this Agreement and for a period of 12 months following its termination or expiry.
  8. In the event of any breach of this clause, the Client agrees to pay the Employment Agency a fee equivalent to 50% of the annual gross remuneration offered to the individual concerned, as liquidated damages and not as a penalty. This clause 8.7 and 8.8 shall survive termination of these Terms.
  9. The Client acknowledges that a breach of clauses relating to confidentiality, non-solicitation, or unauthorised disclosure of Candidate information may cause irreparable harm to the Employment Agency. In such cases, the Employment Agency shall be entitled to seek injunctive relief or other equitable remedies in addition to any other rights or remedies available at law.

9. Termination

  1. These Terms may be terminated by either party by giving to the other immediate notice in the event that either Employment Agency or Client goes into liquidation, becomes bankrupt or enters into an arrangement with creditors or has a receiver or administrator appointed or where Employment Agency has reasonable grounds to believe Client will not pay Employment Agency’s invoice within the payment terms agreed within clause 6.2.
  2. These Terms may be terminated by either party for convenience by serving 3 months’ notice in writing.
  3. Without prejudice to any rights accrued prior to termination, the obligations within clauses 1, 4.9, 5, 6, 7.3, 8, 11, 12, 13, 14, 15 and 16 will remain in force beyond the cessation or other termination (howsoever arising) of these Terms.

10. Equal Opportunities

  1. Employment Agency is committed to equal opportunities and expects Client to comply with all anti-discrimination legislation as regards the selection and treatment of Candidates.

11. Confidentiality

  1. All information contained within these Terms will remain confidential and Client shall not divulge it to any Third Party save for its own employees and professional advisers and as may be required by law.
  2. Client shall not without the prior written consent of Employment Agency provide any information in respect of a Candidate to any Third Party whether for employment purposes or otherwise.

12. Data Protection

  1. For the purposes of this clause 12 “Data Subject” means as set out in and will be interpreted in accordance with Data Protection Legislation. For the avoidance of doubt, Data Subject includes Candidate.
  2. The parties hereto acknowledge that Employment Agency is a Data Controller in respect of the Personal Data of Candidate and provides such Personal Data to Client in accordance with the Data Protection Legislation for the purposes anticipated by these Terms.
  3. The parties hereto acknowledge that Client is a Data Controller but the parties hereto are not Joint Controllers (as defined within Data Protection Legislation) save where a specific agreement is made to that effect between the parties hereto.
  4. The parties hereto warrant to each other that any Personal Data relating to a Data Subject, whether provided by Client, Employment Agency or by Candidate, will be used, Processed and recorded by the receiving party in accordance with Data Protection Legislation.
  5. The parties hereto will take appropriate technical and organisational measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration or disclosure.
  6. Client will –

    1. a) comply with the instruction of the Employment Agency as regards the transfer/sharing of data between the parties hereto. If Client requires Personal Data not already in its control to be provided by Employment Agency, Client will set out their legal basis for the request of such data and accept that Employment Agency may refuse to share/transfer such Personal Data where, in the reasonable opinion of Employment Agency, it does not comply with its obligations in accordance with Data Protection Legislation;
    2. b) not cause Employment Agency to breach any of their obligations under the Data Protection Legislation.
  7. In the event Client becomes aware of an actual or any reasonably suspected Personal Data Breach, it will immediately notify Employment Agency and will provide Employment Agency with a description of the Personal Data Breach, the categories of data that was the subject of the Personal Data Breach and the identity of each Data Subject affected and any other information the Employment Agency reasonably requests relating to the Personal Data Breach.
  8. In the event of a Personal Data Breach, Client will promptly (at its own expense) provide such information, assistance and cooperation and do such things as Employment Agency may request to –

    1. a) investigate and defend any claim or regulatory investigation;
    2. b) mitigate, remedy and/or rectify such breach; and
    3. c) prevent future breaches.

    and will provide Employment Agency with details in writing of all such steps taken.

  9. Client will not release or publish any filing, communication, notice, press release or report concerning any Personal Data Breach without the prior written approval of Employment Agency.
  10. Client agrees it will only Process Personal Data of Candidate for the agreed purpose that is introduction for a Vacancy pursuant to these Terms.
  11. Client will provide evidence of compliance with clause 12 upon request from Employment Agency.
  12. Client will indemnify and keep indemnified Employment Agency against any costs, claims or liabilities incurred directly or indirectly by Employment Agency arising out of or in connection with any failure to comply with clause 12.
  13. All documentation, assessments, reports, or other materials provided by the Employment Agency in relation to Candidates remain the property of the Employment Agency. The Client shall not copy, distribute, or use such materials for any purpose other than evaluating the Candidate for the Vacancy without prior written consent.

13. General

  1. Any failure by the Employment Agency to enforce at any particular time any one or more of these Terms will not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.
  2. Headings contained in these Terms are for reference purposes only and will not affect the intended meanings of the clauses to which they relate.
  3. No provision of these Terms will be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.
  4. If any provision, clause or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms will remain in full force and effect to the extent permitted by law.
  5. Any reference to legislation, statute, act or regulation will include any revisions, re-enactments or amendments that may be made from time to time.

14. Notices

  1. Any notice required to be given under these Terms (including the delivery of any information or invoice) will be delivered by hand, sent by facsimile, e-mail or prepaid first class post to the recipient at its fax number or address specified in these Terms (or as otherwise notified from time to time to the sender by the recipient for the purposes of these Terms).
  2. Notices will be deemed to have been given and served-

    1. a) if delivered by hand, at the time of delivery if delivered before 5:00 p.m. on a business day or in any other case at 10:00 a.m. on the next business day after the day of delivery; or
    2. b) if sent by facsimile or e-mail, at the time of despatch if despatched on a business day before 5:00 p.m. or in any other case at 10:00 a.m. on the next business day after the day of despatch, unless the transmission report indicates a faulty or incomplete transmission or, within the relevant business day, the recipient informs the sender that the facsimile or e-mail message was received in an incomplete or illegible form; or
    3. c) if sent by prepaid first class post, 48 hours from the time of posting.

15. Variation

  1. No variation or alteration of these Terms will be valid unless approved in writing by Client and Employment Agency.

16. Governing Law and Jurisdiction

  1. This Agreement will be construed in accordance with the laws of England and Wales and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of this Agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.