Why Hire Now

Terms & Conditions

Standard Terms of Business

These Detailed Terms of Business of Workers-Direct Limited apply to all business conducted between the parties from the date you, the Client, receive or are provided access to these terms, whether or not they are signed, unless otherwise agreed in accordance with the procedure for variations set out herein.

If you wish to amend any of the terms hereof please contact us immediately upon receipt with your proposals.

Introduction of Candidates to Clients for Employment/Engagement

A. INTRODUCTIONS FOR PERMANENT PLACEMENTS

Definitions

In these terms:

Client: means you, the person, firm or corporate body to whom the Employment Agency is to Introduce Candidates.
Candidate: means the person Introduced by the Employment Agency to the Client for Engagement including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company and any limited company or partnership of which such a person is a director or shareholder, and any members of the Employment Agency’s own staff at the time the Employment Agency was instructed to fill the Vacancy.

These Terms constitute the entire agreement between the Employment Agency and the Client in relation to the subject -matter hereof and are deemed to be accepted by the Client and to apply by virtue of:

their provision to the Client by e-mail or otherwise or being made available to the Client by providing an electronic link or by reference, without negotiation, amendment or replacement with alternative, expressly agreed terms; or
an Introduction or supply to or Engagement by the Client of, a Candidate or Temporary Worker; or
the Client’s interview or request to interview a Candidate or Temporary Worker; or
the Client’s signature at the end of these Terms, in which case the person signing on behalf of the Client shall be deemed to have actual authority to sign them on the Client’s behalf; or
any other written expressed acceptance of these Terms, whether by e-mail or otherwise; or
payment of any Fee to the Employment Agency.

Charges and Fees

No provision of these terms shall require an Introduction to lead to or be the effective cause of an Engagement in order for an Introduction Fee to become due and any implied term to this effect is hereby excluded to the greatest extent permitted by law.
Introductions of Candidates are confidential. Where the Client discloses to an End User any details regarding a Candidate Introduced to the Client by the Employment Agency and that End User subsequently Engages the Candidate within 12 months of the date of the Introduction, the Client shall pay the Reduced Introduction Fee set out in clause 5.5. and there shall be no entitlement to any rebate, refund or replacement to the Client or End User hereunder.
The Client shall pay the Employment Agency the Reduced Introduction Fee calculated in accordance with clause 5.5 and the Fee Table where it Engages any Candidate Introduced by the Employment Agency within the Effective Period for an Introduction Fee.
The Reduced Introduction Fee only applies where the Client complies strictly with all terms hereof, including without limitation the payment terms.
The Reduced Introduction Fee shall be calculated as a percentage of the Candidate’s annualised Remuneration (as set out in the Fee Table below) in accordance with the following table. The Employment Agency will charge VAT on Fees where applicable.

Full Introduction Fee and Consequences of Breach

In the event of any breach of the terms, including without limitation of clause 4.9, and/or the payment terms, the Full Introduction Fee of 25% of Remuneration calculated in accordance with clause 5.6. shall become due on the date of Engagement of a Candidate and interest on the Full Introduction Fee shall accrue from that date, regardless of whether an invoice has been issued and the date of such invoice.

No rebate or pro-rata reduction is available on a Full Introduction Fee.

Rebates

Where the Client qualifies for a rebate on the Reduced Introduction Fee in accordance with clause 7.2. the Client shall be entitled to a rebate of the Reduced Introduction Fee following payment as follows:

Duration of Employment	Percentage of Fee to be rebated
Less than 2 weeks	100%
2 weeks to less than 4 weeks	80%
4 weeks to less than 8 weeks	50%
8 weeks to less than 12 weeks	25%
12 weeks or more	0%

Confidentiality

All information contained within these Terms any Introduction and correspondence between the parties shall remain confidential and the Client shall not divulge it to any Candidate or End User save as reasonably necessary for its own employees and professional advisers and as may be required by law.

The Client shall not without the prior written consent of the Employment Agency provide any information in respect of the Candidate to any third party or End User whether for employment purposes of otherwise.

Payment Terms

The Client agrees to pay any Introduction Fee due to the Employment Agency within 14 days of the date of an invoice or Engagement. For the avoidance of doubt, an invoice is not required for an Introduction Fee to fall due once an Engagement has occurred.

All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms, unless the Client notifies the Employment Agency in writing within 5 days of receipt of an invoice of a) the amount the Client disputes and b) the reason the Client disputes that amount (subject to the deadlines for disputing Working Time in Timesheets).

In the event the Client notifies the Employment Agency that it disputes part of an invoice, the Client shall pay the undisputed part of the invoice without set-off within the payment terms and shall co-operate fully with the Employment Agency in order to resolve the dispute as quickly as possible.

In the event that any amount is not paid by the Client within the payment terms, the Employment Agency may charge either of the following at its sole discretion:

contractual late payment penalty charges £100 per week on any outstanding amounts
late fees, debt recovery fees of 10% and interest on any amounts due at the statutory rate of 8% above base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (the “LPCDIA”) as amended, which shall also apply in the event that the Client is an individual. The Client accepts that a debt recovery charge of 10% of the overdue amount is reasonable for the purposes of the LPCDIA where a debt recovery agency is engaged.

The Employment Agency may withdraw credit at any time and demand immediate payment of any outstanding amount.

The Client may not claim to set-off any amount purportedly payable by the Employment Agency or any purported rebate against any amount due to the Employment Agency hereunder.

Liability and Indemnity

The Client’s acceptance or Engagement of a Candidate constitutes confirmation that the Client has performed all necessary checks and tests and taken up all necessary references to deem that the Temporary Worker or Candidate is suitable for an Engagement, after which the Temporary Worker or Candidate shall be under the Client’s sole supervision, control and direction and the Client shall be solely responsible for the Candidate’s performance at work and length of the Candidate’s Engagement.

The Employment Agency shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the search for a Candidate, the failure of the Employment Agency to introduce any Candidate, the Introduction, supply or Engagement of any Candidate, the performance of work by a Candidate, or the Client

Termination

These Terms may be terminated by either party by giving to the other immediate notice in the event that either the 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 the Employment Agency has reasonable grounds to believe the Client will not pay the Employment Agency’s invoice within the payment terms.

Termination shall be without prejudice to any Introductions or supplies made by the Employment Agency prior to the date thereof and its right to an Introduction or Transfer Fee if the Client or End User subsequently Engages a Candidate after the date of termination within the Effective Period.

GDPR Compliance

The Employment Agency’s Introduction of a Candidate may involve the transfer of data that is subject to protection under the General Data Protection Regulation (“GDPR”).

The Employment Agency shall act as data controller and the Client shall act as a data processor for the purposes of GDPR in respect of any Introductions and shall implement appropriate technical and organisational measures in such a manner that the data processing will meet the requirements of the GDPR and ensure the protection of the rights of the data subject.

The Client shall provide any and all information requested by the Employment Agency in a timely manner to assist the Employment Agency to respond to a Data Subject access request (as defined within the GDPR) and undertakes to:

process personal data exclusively for the purposes of assessing the Candidate’s suitability for Engagement;
ensure that the persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
take all security measures required pursuant to Article 32 GDPR;
refrain from engaging any other data processor without the controller’s written consent;
assist the controller by using appropriate technical and organisational measures, insofar as possible, for the fulfilment of the controller’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III GDPR;
assist the controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of GDPR taking into account the nature of processing and the information available to the Client;
at the choice of the controller, delete or return all the personal data to the controller after the end of the provision of services relating to processing, and delete existing copies unless required by law or a court order;
make available to the controller all information necessary to demonstrate compliance with the obligations laid down in this clause and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller.

Miscellaneous

Any failure by the Employment Agency to enforce at any particular time any one or more of these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.

No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.

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 shall remain in full force and effect to the extent permitted by law.

Any reference to legislation, statute, act or regulation shall include any revisions, re-enactments or amendments that may be made from time to time.

Notices

Any notice required to be given under these Terms (including the delivery of any information or invoice) shall 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).

Notices shall be deemed to have been given and served:

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; or
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
if sent by prepaid first-class post, 48 hours from the time of posting.

Variation

No variation or alteration of these Terms shall be valid unless expressly agreed and approved in writing by the Client and an authorised manager of the Employment Agency.

Applicable Law

These Terms shall be construed in accordance with the Law of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

B. TEMPORARY WORKERS PLACEMENTS SERVICES

1. DEFINITIONS

In these Terms, in addition to the defined terms in part A hereof:

“Assignment” means the services to be performed by the Temporary Worker on behalf of and under the full supervision, control and direction of the Client for a period of time during which the Temporary Worker shall be supplied by the Employment Business;
“Assignment Form” means a written document or set of documents setting out the details of the Assignment;
“Charges” means the hourly Rates charged by the Employment Business during an Assignment multiplied by the amount of time worked;
“Client” means you, the person, firm or corporate body to whom the Employment Business is to Introduce Candidates and Temporary Workers;
“Employment Business” shall mean us Workers-Direct Limited (company number 07681353) of Sir Robert Peel House, 344-348 High Road, Ilford, IG1 1QP;
“End User” means any other company or entity that is a subsidiary or associate of or is connected with the Client in accordance with 1159 of the Companies Act 2006, s. 249 of the Insolvency Act 1986 and s.416 of the Income and Corporation Taxes Act 1988 and which in any way uses or Engages the Candidate;
“Period of Extended Hire” means any additional period for which the Client requires the Temporary Worker to be supplied after an initial Assignment and prior to an Engagement as the sole alternative to paying a Transfer Fee;
“Rate” means the daily or weekly net charge-out rate for a Temporary Worker used for calculating Charges and, where appropriate, Remuneration, and shall include the amount payable by the Employment Business to the Temporary Worker and the Employment Business’s charge for its administrative services and services as intermediary without any breakdown into its constituent parts;
“Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 as amended and/or the Agency Worker Regulations 2010;
“Relevant Period for a Transfer Fee” means a) 8 weeks of the end of the latest Assignment or b) 14 weeks of the commencement of the latest Assignment provided that there has been break of more than 6 weeks (42) days since any previous Assignment;
“Remuneration” means the Candidate’s annualised 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 for services rendered to or on behalf of the Client. Where the Client provides a company car, a notional amount of £5000 will be added to the salary in order to calculate the Employment Business’s Fee;
“Temporary Worker” means any individual Introduced by the Employment Business to the Client to perform services on a temporary basis and includes any limited company or partnership of which such an individual is a director or shareholder;
“Transfer Fee” means a fee equivalent to the Full Introduction Fee in part A of these terms payable where a Temporary Worker is Engaged by the Client within the Relevant Period for a Transfer Fee.

2. TERMS OF SERVICE

The terms set out in Part A of these Terms shall apply to the Introduction of Temporary Workers, except where expressly varied by this Part B.

3. TEMPORARY WORKER PLACEMENTS

The Employment Business shall Introduce Temporary Workers to the Client for the purpose of performing Assignments as required by the Client. The Assignment shall commence upon the Client’s acceptance of the Temporary Worker for the Assignment.

4. PAYMENT TERMS

The Client agrees to pay Charges to the Employment Business for each hour worked by the Temporary Worker during an Assignment. Charges are calculated based on the Rates agreed upon between the Employment Business and the Client.

5. EXTENDED HIRE

If the Client wishes to extend the Assignment beyond its initial agreed term, the Client shall notify the Employment Business. The Employment Business may offer an extended Period of Extended Hire as an alternative to a Transfer Fee.

6. TERMINATION OF ASSIGNMENT

The Assignment may be terminated by either party giving the other party reasonable notice, or immediately in certain circumstances as specified in these Terms.

7. LIABILITY AND INDEMNITY

The liability and indemnity provisions set out in Part A, Section 10 shall apply mutatis mutandis to Temporary Workers supplied under this Part B.

8. GDPR COMPLIANCE

The GDPR compliance provisions set out in Part A, Section 12 shall apply mutatis mutandis to Temporary Workers supplied under this Part B.

9. MISCELLANEOUS

The miscellaneous provisions set out in Part A, Section 13 shall apply mutatis mutandis to Temporary Workers supplied under this Part B.

2. GENERAL TERMS

These Terms constitute the entire agreement between the Employment Business and the Client in relation to the subject matter hereof and are deemed to be accepted by the Client and to apply by virtue of:

their provision to the Client by e-mail or otherwise or being made available to the Client by providing an electronic link or by reference, without negotiation, amendment or replacement with alternative, expressly agreed terms; or
an Introduction or supply to or Engagement by the Client of a Candidate or Temporary Worker; or
the Client’s interview or request to interview a Candidate or Temporary Worker; or
the Client’s signature at the end of these Terms, in which case the person signing on behalf of the Client shall be deemed to have actual authority to sign them on the Client’s behalf; or
any other written expressed acceptance of these Terms, whether by e-mail or otherwise; or
payment of any Fee to the Employment Business.

The Terms supersede all previous agreements between the parties in relation to the subject matter hereof.

These Terms prevail over any other terms of business or purchase conditions proposed by the Client.

ASSIGNMENTS

From time to time the Client may notify the Employment Business of a requirement for a Temporary Worker to perform services of a specified type on a temporary basis for a specified period or on an ongoing basis.

The Client shall provide exhaustive details of the temporary vacancy to be filled including:

the nature of its business and location,
the type of work,
any experience training, qualification and authorisation required,
working time,
start date and duration,
any risks to health and safety and steps taken to prevent or control them,
any expenses payable by or to the Temporary Worker,
whether the role includes work with Vulnerable Persons,
sufficient details of the Temporary Worker being sought to enable the Employment Business to identify suitable Temporary Workers to meet the client’s requirements.

The Employment Business shall use its reasonable endeavours to introduce suitable Temporary Workers to meet the client’s requirements and specify the relevant Rate for supplying them, which shall include the amount payable to the Temporary Worker, commission, National Insurance contributions, any amount equal to holiday leave under the Working Time Regulations and Agency Worker Regulations, and other expenses agreed.

An Introduction shall include:

confirmation of the Temporary Worker’s identity,
confirmation that s/he has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment,
confirmation that s/he is willing to perform the Assignment,
whether s/he is employed by the Employment Business under a contract of service, apprenticeship or contract for services.

If the Client deems a Temporary Worker to be suitable and agrees to the Rates, the Employment Business shall issue an Assignment Form specifying the details of the Assignment and the Temporary Worker to be supplied.

The Client represents that it knows of no reason why it would be detrimental to the Temporary Worker’s interests to perform the Assignment.

The Employment Business assumes full responsibility for paying the Temporary Worker, unless agreed otherwise.

The commencement of an Assignment by a Temporary Worker shall constitute acceptance of the Assignment by the Client, including Rates and confirmation that it deems the Temporary Worker to be suitable to perform the Assignment.

The Employment Business reserves the right to reasonably vary the Rates and Charges by giving written notice to the Client in order to comply with any additional liability imposed by statute, legal requirements or entitlements, including without limitation under the Agency Worker Regulations to bring the Temporary Worker’s rights in line with the Client’s equivalent permanent employees after 12 weeks in the same role. The Client shall cooperate with and assist the Employment Business and Temporary Worker by providing accurate information to ensure compliance in such respect.

During an Assignment, the Client shall:

provide all means, tools, devices, vehicles and support for the Temporary Worker to perform the Assignment, whilst ensuring that all the above are in safe and in good working order and compliant with all legislation, norms and standards;
be solely responsible for training, supervising and instructing the Temporary Worker as regards the work to be undertaken under the Assignment to the extent reasonably necessary to ensure that the Client’s objectives are being achieved;
be solely responsible for the Temporary Worker’s health and safety;
perform a workplace risk assessment and remove any risk if a risk to health and safety is likely;
comply with the Client’s Day 1 obligations to Temporary Workers under the AWR;
comply with the Employment Business’s enquiries by providing accurate information regarding pay and basic working conditions in the Client’s workplace as required by the AWR once it becomes clear that the Temporary Worker will perform the same work for a period of 12 weeks or more;
not allow the Temporary Worker to perform any dangerous or hazardous work without first ensuring compliance with all health and safety at work procedures and obtaining the Temporary Worker’s consent to perform such work;
maintain sufficient insurance cover including but not limited to Employer’s insurance for Temporary Workers;
ensure that it has made contingency plans for any period of annual leave or sick leave to be taken by the Temporary Worker, provided that the Temporary Worker should notify the Client as soon as practicable of any absence due to sickness;
maintain and respect the confidentiality of the terms of the Assignment and any other aspect of the Temporary Worker’s relationship with the Employment Business, in particular by refraining from discussing the Charges and Rates with the Temporary Worker;
except in agreement with the Employment Business and save for the information requirements under the AWR, not to discuss any temporary or permanent work or employment opportunities with the Temporary Worker with the Client or any other employer nor treat the Temporary Worker as an employee or take any steps vis-à-vis the Temporary Worker which may be regarded as the act of an employer towards an employee, for any purpose except in performance of the Assignment or as required by law.

REMEDIES IF A TEMPORARY WORKER IS DEEMED UNSUITABLE

If the Client reasonably believes that a Temporary Worker is in any way no longer suitable to perform the Assignment, it shall:

Notify the Employment Business immediately in writing with full details of its grounds, at the latest by the end of the same business day,
Suspend performance of the Assignment by the existing Temporary Worker,
Allow the Employment Business 2 business days to introduce a replacement Temporary Worker (“Replacement Temporary Worker”) to continue performance of the Assignment, without right to any reduction of the Charges.

For the avoidance of doubt, the Client shall be liable to pay all Charges up to the moment the Employment Business is notified of the Temporary Worker’s alleged unsuitability and the suspension of performance of the Assignment by the existing Temporary Worker.

CHARGES AND RECORDS OF TIME

Charges shall be calculated based on the amount of time spent by the Temporary Worker at the Client’s place of work (“Working Time”) multiplied by the Rate set for the Assignment.

The Employment Business will charge VAT on Charges where applicable.

The Temporary Worker’s Working Time shall be recorded solely by means of completed timesheets provided daily or weekly by the Employment Business and/or Temporary Worker (“Timesheets”), unless agreed otherwise in writing, which shall constitute conclusive evidence of the number of hours worked for the purposes of calculating the Charges.

The Client shall confirm the Working Time contained in Timesheets by:

Signing them, or
Otherwise approving them to the Temporary Worker and/or Employment Business, or
Not raising any query regarding them in writing to the Employment Business within 2 working days of receipt (the “Query Deadline”), with reliable documentary evidence of a shorter Working Time on particular days, which the Client agrees is reasonable in light of the fact that the Temporary Worker is under its direct supervision, control and direction at all times during the Assignment.

Any person who signs the Timesheets on the Client’s behalf shall be deemed to have had sufficient knowledge of the Temporary Worker’s Working Time to verify them and to have actual authority to sign them on behalf of the Client.

If the Client queries any Timesheet correctly within the Query Deadline, it shall promptly pay the Charges for any unqueried part of any Timesheet within the payment terms and the Employment Business will consider the query as soon as possible. If the Employment Business believes that the query is clearly groundless, for example due to the absence of reliable documentary evidence in support, the Charges will be payable within the payment deadline as usual, otherwise the parties shall attempt to resolve the dispute in good faith as soon as possible and within 2 weeks at the latest.

For the avoidance of doubt, as the Temporary Worker has been accepted as suitable to perform the Assignment and is under the Client’s direct supervision, control and direction at all times during the Assignment, the Client may not query the Working Time in the Timesheet on the grounds that the Temporary Worker was unsuitable or has not performed his/her duties under the Assignment correctly. The Client’s sole remedy if it believes a Temporary Worker to be unsuitable or unable to perform the Assignment to the necessary standard is to request a Replacement Temporary Worker from the Employment Business as set out above.

The Client shall keep any documentary evidence regarding the Temporary Worker’s Working Time for a period of at least 3 years after the Assignment and provide the same upon request by the Employment Business.

TRANSFER AND INTRODUCTION FEES

The Introduction of a Temporary Worker to perform an Assignment shall also be tantamount to an Introduction of a Candidate for a permanent role for the purposes of part A of these terms, such that if no Assignment commences the Employment Business shall not be deemed a supplier but an introducer and a Full Introduction Fee shall be payable in the event of an Engagement in accordance with part A of these terms.

In the event of an Assignment of a Temporary Worker, as the Client will become increasingly acquainted with the Temporary Worker’s skills, aptitudes and abilities as well as his/her suitability for employment at the Client’s workplace, an Assignment shall also be deemed a continuing Introduction such that the Relevant Period for an Introduction Fee shall commence on the date any Assignment ends.

If during the course of an Assignment or after an Introduction the Client wishes to Engage a Temporary Worker, the Client shall give prior notice to the Employment Business of its intention to do so before Engaging the Temporary Worker and either:

pay a Transfer Fee; or
arrange an Extended Period of Hire of the Temporary Worker amounting to [13] weeks, unless agreed otherwise;

If the Client elects for an Extended Period of Hire from the Employment Business but Engages the Temporary Worker before the end of such period, a Transfer Fee or Full Introduction Fee may be charged, which may at the Employment Business’s discretion be reduced by the period of extended hire already undertaken by the Temporary Worker and already paid for by the Client.

Where the Client Engages a Temporary Worker on a permanent basis without prior notice to the Employment Business, the Assignment shall be deemed to have terminated the day before Engagement and a Transfer Fee shall be payable to the Employment Business.

Where the Client terminates an Assignment and subsequently Engages the Temporary Worker without notifying the Employment Business and agreeing an Additional Period of Hire or paying a Transfer Fee, the Employment Business may at its sole discretion either charge a Transfer Fee or claim an Introduction Fee as an introducer under section A;

Where a Temporary Worker is engaged by an End User rather than the Client, the Temporary Worker shall be deemed to have been introduced to such End User by the Client and the Employment Business may at its sole discretion charge the Client either a Transfer Fee or Introduction Fee under section A in view of the fact that the Temporary Worker was not supplied to the End User.

For the purposes of calculating the Transfer Fee and/or Full Introduction Fee for a Temporary Worker, Remuneration may be calculated on the basis of the following, at the Employment Business’s sole discretion:

the Employment Business’s latest Rate for the Temporary Workers during the Engagement multiplied by 40 hours and 52 weeks to obtain annualised Remuneration; or
the highest, annual or annualised Remuneration payable on the market for the work performed in the course of the Assignment; or
the highest, annual or annualised Remuneration payable on the market for the work performed in the post in which the Temporary Worker has been engaged.

A Transfer Fee shall be equivalent to the Full Introduction Fee.

Transfer Fees and Full Introduction Fees for Engaging Temporary Workers are not subject to refund on any basis.

For the avoidance of doubt, any Engagement of the Temporary Worker in any role whatsoever with the Client or End User during the Relevant Period for a Transfer Fee or Introduction Fee shall give rise to a Transfer Fee or Full Introduction Fee respectively payable by the Client.

CONFIDENTIALITY

All information contained within these Terms, any Introduction, and correspondence between the parties shall remain confidential, and the Client shall not divulge it to any Candidate or End User save as reasonably necessary for its own employees and professional advisers and as may be required by law.

The Client shall not, without the prior written consent of the Employment Business, provide any information in respect of the Candidate to any third party or End User whether for employment purposes or otherwise.

PAYMENT TERMS

Charges will be invoiced on a weekly basis, unless agreed otherwise.

The Client agrees to pay any Introduction Fees, Transfer Fees, or Charges due to the Employment Business within 7 days of the date of an invoice or Engagement. For the avoidance of doubt, an invoice is not required for an Introduction or Transfer Fee to fall due once an Engagement has occurred.

All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms, unless the Client notifies the Employment Business in writing within 5 days of receipt of an invoice of:

the amount the Client disputes, and
the reason the Client disputes that amount (subject to the deadlines for disputing Working Time in Timesheets).

In the event the Client notifies the Employment Business that it disputes part of an invoice, the Client shall pay the undisputed part of the invoice without set-off within the payment terms and shall cooperate fully with the Employment Business in order to resolve the dispute as quickly as possible.

In the event that any amount is not paid by the Client within the payment terms, the Employment Business may charge either of the following at its sole discretion:

Contractual interest of 2% per month on any outstanding amounts, or
Late fees, debt recovery fees of 10%, and interest on any amounts due at the statutory rate of 8% above base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (the “LPCDIA”) as amended, which shall also apply in the event that the Client is an individual. The Client accepts that a debt recovery charge of 10% of the overdue amount is reasonable for the purposes of the LPCDIA where a debt recovery agency is engaged.

The Employment Business may withdraw credit at any time and demand immediate payment of any outstanding amount.

The Client may not claim to set-off any amount purportedly payable by the Employment Business or any purported rebate against any amount due to the Employment Business hereunder.

LIABILITY AND INDEMNITY

The Employment Business shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the search for a Candidate, the failure of the Employment Business to introduce any Candidate, the Introduction, supply or Engagement of any Candidate, the performance of work by a Candidate, or the Client’s disclosure to an End User of any details regarding a Candidate.

Without prejudice to the foregoing, the Employment Business’s liability for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client shall be limited to the value of any Introduction Fee paid by the Client.

Notwithstanding the foregoing, nothing in these Terms shall be deemed to exclude or restrict any liability of the Employment Business to the Client for personal injury or death.

The Employment Business shall not be liable for failure to perform its obligations under these Terms if such failure arises from any cause beyond its reasonable control.

The Client shall indemnify the Employment Business and keep it indemnified on a full indemnity basis, against any costs (including legal fees, debt recovery and other legal costs, including in claims allocated to the Small Claims Track), claims or liabilities incurred directly or indirectly by the Employment Business arising out of or in connection with these Terms including (without limitation) as a result of:

any breach of these Terms by the Client or by its employees or agents, in particular a failure to pay any Introduction Fee hereunder; and/or
any breach by the Client or End User, 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 and the Regulations); and/or
any unauthorised disclosure of a Candidate’s details by the Client or End User, or any of its employees or agents.

TERMINATION

These Terms may be terminated by either party by giving immediate notice to the other in the event that either the 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 the Employment Business has reasonable grounds to believe the Client will not pay the Employment Business’s invoice within the above payment terms.

Termination shall be without prejudice to any Introductions or supplies made by the Employment Business prior to the date thereof and its right to an Introduction or Transfer Fee if the Client or End User subsequently Engages a Candidate after the date of termination within the Effective Period.

GDPR COMPLIANCE

The Employment Business’s Introduction of a Candidate and/or supply of a Temporary Worker may involve the transfer of data that is subject to protection under the General Data Protection Regulation (“GDPR”);

The Employment Business shall act as data controller and the Client shall act as a data processor for the purposes of GDPR in respect of any Introductions and shall implement appropriate technical and organisational measures in such a manner that the data processing will meet the requirements of the GDPR and ensure the protection of the rights of the data subject;

The Client shall provide any and all information requested by the Employment Business in a timely manner to assist the Employment Business to respond to a Data Subject access request (as defined within the GDPR) and undertakes to:

process personal data exclusively for the purposes of assessing the Candidate’s suitability for Engagement;
ensure that the persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
take all security measures required pursuant to Article 32 GDPR;
refrain from engaging any other data processor without the controller’s written consent;
take into account the nature of the processing and assist the controller by using appropriate technical and organisational measures, insofar as possible, for the fulfilment of the controller’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III GDPR;
assist the controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of GDPR taking into account the nature of processing and the information available to the Client;
at the choice of the controller, delete or return all the personal data to the controller after the end of the provision of services relating to processing, and delete existing copies unless required by law or a court order;
make available to the controller all information necessary to demonstrate compliance with the obligations laid down in this clause and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller.

MISCELLANEOUS

Any failure by the Employment Business to enforce at any particular time any one or more of these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.

No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.

Any reference to legislation, statute, act or regulation shall include any revisions, re-enactments or amendments that may be made from time to time.

NOTICES

Notices shall be deemed to have been given and served:

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.
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.
If sent by prepaid first-class post, 48 hours from the time of posting.

VARIATION

No variation or alteration of these Terms shall be valid unless expressly agreed and approved in writing by the Client and an authorised manager of the Employment Business.

APPLICABLE LAW

These Terms shall be construed in accordance with the Law of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.