Goteq Solutions Ltd
• A company incorporated in England and Wales under company number 10866430 – (“the Employment Business”);
Standard Terms of Business Supply of Contractor Services to Hirers
1.1 In these Terms –
“Agency Worker” means Representative who works temporarily for and under the supervision and direction of Hirer and/or End User, as is further defined within the AWR; “Alternative Hire Period” means any additional period that the Hirer wishes the Agency Worker to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;
“Assignment” means the period during which Contractor renders the Services;
“AWR” means the Agency Workers Regulations 2010 (as amended);
“Booking Form” means the schedule provided by Employment Business to Hirer confirming the details relating to Assignment;
“Candidate” means the person or company introduced by Employment Business to Hirer for an Engagement including, but not limited to, any officer or employee of Candidate if Candidate is a limited company, any member or employee of Candidate if Candidate is a limited liability partnership, and members of Employment Business’s own staff;
“Hirer” means the person, firm or corporate body together with any subsidiary or associated company (as defined by s. 1159 of the Companies Act 2006) to whom Employment Business supplies or introduces Candidate and/or Contractor;
“Hirer Group” means Hirer, any corporate body of which Hirer is a subsidiary (as defined by s. 1159 of the Companies Act 2006), any other subsidiary of such corporate body and any subsidiary of Hirer;
“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended);
“Contractor” means the company who provide the Services;
“Goteq” means Goteq Solutions Ltd who act as a Payroll and Financing Bureau on
behalf of the Employment Business. All invoices raised on behalf of the Employment Business are formally assigned to Goteq. All payments relating to invoices raised under this agreement are to be paid directly to Goteq.
“End User” means the company with whom Hirer has an agreement and who is the recipient of the Services;
“Engagement” means the engagement, employment or use of Candidate and/or Contractor by Hirer, by Hirer Group or by any third party to whom or to which Candidate and/or Contractor was introduced by Hirer (whether with or without Employment Business’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 engagement directly or through a limited company of which Candidate is an officer or employee or through a limited liability partnership of which Candidate and/or Contractor is a member or employee; or indirectly through another employment business or company which holds itself out as such and “Engages” and “Engaged” will be construed accordingly;
“Introduced” means –
a) Hirer’s interview of a Candidate in person or by telephone; or
b) the passing to Hirer of a curriculum vitæ or information about Candidate;
whichever is earlier and “Introduces” and “Introduction” will be construed accordingly; “Off-Payroll” means Chapter 10 Part 2 of Income Tax (Earnings and Pensions) Act 2003;
“Opted-Out” means the notice given by Contractor and Representative in accordance with regulation 32(9) of the Conduct Regulations;
“Qualifying Period” means as defined within regulation 7 of the AWR;
“Quarantine Period” means the “relevant period” as set out within regulation 10(5) of the Conduct Regulations, or 12 months from the end howeverso arising of the assignment where Contractor has Opted-Out of the Conduct Regulations;
“Remuneration” means basic salary, shift or weighting allowances, guaranteed and/or anticipated bonus and commission earnings, car allowance and any other benefit or allowance;
“Representative” means employee, officer or representative of Contractor, specified in Booking Form who renders the Services on behalf of Contractor;
“Services” means the services to be performed by Representative on behalf of Contractor pursuant to these Terms, as described in Booking Form;
“Terms” means these terms of business and will include any Booking Form issued pursuant to these terms of business; and
“Transfer Fee” means the fee set out in Schedule 1
2. These Terms
2.1 These Terms are effective from date of issue to Hirer and supersede all previous terms of business issued by Employment Business.
2.2 These Terms will be deemed to be accepted by Hirer and to apply by virtue of (a) the passing of information about a Candidate to Hirer by Employment Business or (b) an Introduction to Hirer of, or the Engagement by Hirer of, a Candidate or (c) Hirer’s interview or request to interview a Candidate (including interview by video conferencing or by telephone) or (d) the signature by Hirer on a timesheet relating to services provided by Contractor or (e) Hirer’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 Candidate is Engaged by Hirer for the same type of work as that for which the Introduction was originally effected.
2.3 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 Hirer.
2.4 For the purposes of these Terms, Employment Business acts as an employment business as defined within the Conduct Regulations.
2.5 Hirer authorises Employment Business to act on its behalf in seeking Candidates and, if Hirer so requests, will advertise for Candidates through such methods as are agreed with Hirer.
2.6 Where there is a conflict of provisions between the main body of these terms of business and Booking Form, 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 on the Booking Form.
2.7 Headings contained in these Terms are for reference purposes only and will not affect the intended meanings of the clauses to which they relate.
2.8 Unless the context otherwise requires, references to the singular include the plural and feminine includes masculine and vice versa.
3. Hirer Obligations
3.1 Hirer agrees to, and where applicable will ensure End User will, be responsible for providing the working environment for Representative and any necessary resources, tools and facilities, save where and to the extent Hirer agrees that such resources are to be provided by Contractor.
3.2 These Terms are personal to Hirer 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 Hirer’s group.
3.3 Hirer undertakes to provide Employment Business with details of any specific health and safety risks in relation to the Services and Assignment, together with details of any steps taken to prevent or control such risks.
3.4 Hirer shall ensure that Representative works in a safe environment in accordance with a safe system of work. Hirer 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 his/her person or property suffered in the course of performing the Services.
3.5 Hirer undertakes to confirm in writing to Employment Business –
a) the date upon which Candidate is required to commence the provision of the
b) the expected duration of the Engagement; and
c) the nature of and/or specifics of the services required to be provided by Candidate;
d) the location/s Candidate is expected to deliver the Services;
e) details of any applicable End User; and
f) the number of hours/days and any specific time-keeping and recording
requirements Hirer expects of Contractor; and
g) any experience, training, qualifications, professional body authorisations that Hirer,
the law or professional body requires Candidate to possess to provide the Services;
h) any expenses payable by or to Candidate; and
i) any site regulations, IT access/security/usage policies, any other procedures or policies Hirer (or End User) requires Candidate to adhere to and will provide copies of any such policies/procedure to Employment Business.
3.6 Hirer undertakes to notify Employment Business immediately of its, or of Hirer Group’s, or of End User’s, intention to –
a) engage a Candidate Introduced by Employment Business; or
b) extend Assignment of Representative or otherwise Engage directly or indirectly a
Candidate/Representative Introduced and/or supplied via Employment Business; or
c) engage a Candidate and/or Representative on a permanent, contract or temporary basis or otherwise (including through another recruitment agency, employment business or limited company).
3.7 Where the AWR applies to Assignment, Hirer warrants that it will, from the start of
Assignment, provide Agency Worker with –
a) information about relevant vacant posts with Hirer, or with End User where applicable; and
b) 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 Hirer, or of End User where applicable.
3.8 Upon request from Employment Business, Hirer undertakes to provide (without delay) to Employment Business accurate information about the working and employment conditions that are applicable to Hirer (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 Hirer’s (or to End User’s) employees and direct workers including (without limitation) –
a) the standard terms and conditions that apply to their employees and those that apply to their workers;
b) 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;
c) entitlements relating to annual leave, night work, rest periods, rest breaks;
d) benefits of monetary value including, without limitation, vouchers and stamps; and
e) any other information as may be required by Employment Business to comply with
3.9 Where the AWR applies to Assignment, Hirer 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 Hirer’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.
3.10 Where the AWR applies to Assignment and where applicable pursuant to information obtained under clause 3.9 above, Hirer 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.
3.11 Where the AWR applies to Assignment and Agency Worker is pregnant, Hirer acknowledges and agrees that, following the Qualifying Period, Hirer 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.
3.12 Where the AWR applies to Assignment, Hirer 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, Hirer 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.
3.13 Hirer undertakes and agrees to immediately notify Employment Business where an Agency Worker has worked for Hirer/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.
3.14 Hirer 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.
3.15 Where Off-Payroll applies to Hirer, Hirer undertakes and agrees to assess the working practices of Services to be provided during Assignment and to notify Employment Business of the results of such assessment prior to the commencement of Assignment.
3.16 Where Off-Payroll applies to Hirer or applies to End User, Hirer 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.
3.17 Hirer 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 the term of Assignment.
3.18 Hirer warrants and undertakes that all information it provides to Employment Business under these Terms is true and accurate.
4. Employment Business’s Obligations
4.1 Employment Business shall use reasonable endeavours to introduce Candidates to Hirer who meet Hirer’s stated requirements.
4.2 Where Employment Business and Hirer have agreed that Employment Business will supply Hirer with the services of a particular Candidate, Employment Business will give Hirer a Booking Form confirming the name of Contractor and Representative, the agreed pay rates/fees, duration of Assignment, description of the Services, and any other relevant details communicated and agreed between the parties.
4.3 Employment Business shall use reasonable endeavours to ensure that Contractor and Representative co-operates with Hirer and complies with all Hirer’s reasonable and lawful instructions.
4.4 Employment Business shall use reasonable endeavours to ensure that Contractor enters into an agreement which contains an obligation on Contractor and Representative to assign to Employment Business (for onward assignment to Hirer) or directly to Hirer (as directed by Hirer to Employment Business), Contractor’s and Representative’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 and Representative in the provision of the Services.
4.5 Employment Business shall use reasonable endeavours to ensure that Contractor enters into an agreement which contains an obligation on Contractor and Representative to keep confidential all confidential information of Hirer obtained during Assignment. For the purposes of this clause, confidential information is confidential if it is clearly marked confidential or if Hirer states it is confidential clearly in writing to Representative.
5.1 The Hirer agrees to pay the Employment Business charges for the introduction and the services of Contractors’/Candidates’ as set out in the Booking Form
5.2 Signature by Hirer (or by End User where applicable) of timesheets or other verification of hours or days worked is confirmation of the amount of time worked by Representative and of satisfaction with the Services provided. Failure to sign/authorise the timesheet does not absolve Hirer of its obligation to pay the charges for the Services provided by Representative on behalf of Contractor.
5.3 If Hirer is unable to sign a timesheet (or other agreed method of verification of hours/days) produced for authentication by Representative because Hirer disputes the amount of time claimed, then Hirer will notify Employment Business within two working days from the presentation to the Hirer of the claimed hours/days for verification and will co-operate fully and in a timely fashion with Employment Business, including providing documentary evidence of the hours/days worked by Representative, to enable Employment Business to establish what periods of time, if any, Representative worked.
5.4 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, Hirer agrees to pay Employment Business’s charges, as outlined in the Booking Form, for such periods whether by inclusion of such time on a timesheet or otherwise.
5.5 There are no refunds or rebates payable by Employment Business to Hirer (or to Hirer Group or, for the avoidance of doubt, End User) in respect of Employment Business’s charges.
5.6 Hirer agrees to pay Employment Business all reasonable business expenses incurred by Contractor/Representative in the provision of the Services as agreed on the Booking Form.
5.7 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 3.16, Hirer agrees and accepts that Employment Business is entitled to vary its charge to Hirer in order to comply with Off-Payroll.
5.8 VAT will be payable in addition to charges/fees.
5.9 Hirer acknowledges and agrees that Employment Business may, upon notice, increase the charge rate set out in the relevant Booking Form in order to comply with the AWR or with Off-Payroll.
5.10 Hirer acknowledges that it has no right to set-off, withhold or deduct monies from sums due to Employment Business under these Terms.
6.1 The Employment Business will raise invoices weekly in respect of the charges payable and Hirer agrees to pay such invoices within the agreed terms as per the payment terms letter issued by Goteq and as stated on the invoice.
6.2 All invoices will be deemed to be accepted in full by Hirer in accordance with the payment terms stated on the invoice unless Hirer notifies Employment Business in writing within five days of the amount Hirer disputes and the reason Hirer disputes that amount. In the event Hirer does so notify Employment Business that it wishes to dispute part of an invoice, Hirer agrees to pay the undisputed part of the invoice within the agreed payment terms and will co-operate fully with Employment Business in order to resolve the dispute as quickly as possible.
6.3 The Employment Business reserves the right to charge interest on invoiced amounts unpaid by the due date at the rate of 2% per month from the due date until the date of payment and will increase the charge by 2% if the hirer’s payments are 7 days past agreed terms and by 4% if they are 38 days past agreed terms
7. Termination of Assignments
7.1 Hirer 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 Hirer provides detailed, written confirmation of the non- performance and/or misconduct.
7.2 Employment Business may end any Assignment immediately by giving Hirer notice in writing if Hirer is in material breach of these Terms.
7.3 Employment Business may substitute Contractor and/or any Representative with another suitably qualified and similarly skilled Contractor and/or Representative with reasonable notice at its absolute discretion.
7.4 Employment Business may, at its absolute discretion and at any time, terminate Assignment upon immediate notice where in the opinion of Employment Business Contractor and/or Representative is no longer suitable or able to provide the Services.
7.5 The Hirer shall inform the Employment Business in good time of any significant issues in relation to the Temp or where the Hirer is dissatisfied with any Temp in any respect.
8. Engagement of Representatives by Hirers or Third Parties
8.1 Subject to clause 9.1, Hirer agrees that when Hirer or Hirer Group or End User
a) employs a Representative or
b) Engages a Representative, other than through Employment Business,
either during Assignment or within the Quarantine Period, Hirer agrees to notify Employment Business of that Engagement and agrees to pay Employment Business the Transfer Fee as outlined in schedule 1 irrespective of the planned duration of the Engagement. No refund of the Transfer Fee will be paid in the event that the Engagement subsequently terminates.VAT is payable in addition to any fee due.
8.2 Subject to clause 9.2, where there has been an Introduction of a Candidate to Hirer which does not immediately result in the supply of the services of that Candidate by Employment Business to Hirer, but which later leads to an Engagement of Candidate by Hirer or by Hirer Group or by End User (howsoever arising) within 6 months from the date of Introduction, Hirer agrees to notify Employment Business of that Engagement and agrees to pay the Transfer Fee as outlined in Schedule 1. VAT, where applicable, is payable in addition to any fee due.
8.3 All Introductions are confidential. If Hirer passes details of a Candidate and/or Contractor and/or Representative to any third party (including, for the avoidance of doubt, Hirer Group or End User) resulting in the Engagement of that Candidate and/or Contractor and/or Representative, then Hirer agrees to pay the Transfer Fee. VAT, where applicable, is payable in addition to any fee due.
8.4 Hirer acknowledges and agrees that where it fails to notify Employment Business of the actual Remuneration/fees it (or where applicable, Hirer Group or End User) intends to (directly or indirectly) pay Candidate/Representative, Employment Business will be entitled to calculate the Transfer Fee based on comparable market rates for similar roles.
8.5 For the avoidance of doubt, no refund of the Transfer Fee will be paid in the event that the Engagement subsequently terminates.
9. Alternative Hire Period
9.1 As an alternative to the Transfer Fee as set out in Schedule 1, on giving five days’ notice, the Hirer may provide the Employment Business with the written notice to require the Employment Business to supply the services of the Temp for a further period of 6 months as the Alternative Hire Period, during which period the Hirer shall pay the charges agreed pursuant to clause 5.1.
9.2 Where the Conduct Regulations apply, as an alternative to the Transfer Fee Hirer may provide Employment Business with five (5) days written notice to require Employment Business to supply the services of Candidate to Hirer for the Alternative Hire Period as per Clause 9.1, during which period Hirer 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. Upon completion of the entire duration of Alternative Hire Period and the payment in full of invoices relating thereto, Hirer may engage with Candidate/Representative directly or indirectly without any additional payment to Employment Business.
9.3 Where Hirer does not give such notice as required within clauses 9.1 and 9.2 above before Candidate/Representative is Engaged, Hirer acknowledges and agrees that Transfer Fee will become due in full to Employment Business.
9.4 Pursuant to clauses 9.1 and 9.2 above, a Booking Form will be issued by Employment Business and these Terms will continue in full force and effect during the Alternative Hire Period.
9.5 In the event Candidate/Representative ceases to provide services for whatever reason during the Alternative Hire Period, Hirer acknowledges and agrees that the Transfer Fee will become due, minus the portion directly relating to the gross profit of Employment Business paid by Hirer to Employment Business during the period of the Alternative Hire Period that Candidate/Representative completed.
9.6 For the avoidance of doubt, there will be no refund of any fees or charges paid by Hirer to Employment Business in relation to the Alternative Hire Period and/or Transfer Fee.
10. Suitability Checks and Information to be provided in special situations 13.2 10.1 Where:
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.
a) The Agency Worker is required by law, or any professional body to have any
qualifications or authorisations to work on the Assignment, the Employment
Business will take all reasonably practicable steps to obtain and offer to provide to
the Hirer copies of any relevant qualifications or authorisations of the Agency
Worker; and 13.4
b) In addition, where the Assignment involves working with, caring for or attending
one or more Vulnerable Persons, the Employment Business will take all reasonably
practicable steps to obtain and offer to provide copies to the Hirer of two
references from persons who are not relatives of the Agency Worker and who have 13.5 agreed that the references they provide may be disclosed to the Hirer; and
c) Such other reasonably practicable steps as are required to confirm that the Agency Worker is suitable for the Assignment. If the Employment Business has taken all reasonably practicable steps to obtain the information above and has been unable to do so fully it shall inform the Hirer of the steps it has taken to obtain this information in any event.
10.2 The Hirer shall advise the Employment Business at the time of instructing the Employment 13.6 Business to supply an Agency Worker whether during the course of the Assignment, the
Agency Worker will be required to work with, care for or attend one or more Vulnerable
Persons or engage in regulated activity as defined in the Safeguarding Vulnerable Groups
Act 2006. 14.
10.3 The Hirer shall assist the Employment Business by providing any information required to 14.1
allow the Employment Business to comply with its statutory obligations under the Safeguarding Vulnerable Groups Act and to allow the Employment Business to select a suitable Agency Worker for the Assignment.
10.4 In particular, in the event that the Hirer removes an Agency Worker from an Assignment in circumstances which would require the Employment Business to provide information to the Disclosure and Barring Service (or the equivalent authority) under the Safeguarding Vulnerable Groups Act the Hirer will provide sufficient information to the Employment Business to allow it to discharge its statutory obligations
11. Liability 14.3
11.1 Employment Business shall use reasonable endeavours to ensure Representative 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 or their Representative to perform the Services nor for
any negligence whether wilful or otherwise, dishonesty, fraud, acts or omissions, 15.1 misconduct or lack of skill of Contractor or of their Representative howsoever arising.
11.2 All Contractors are engaged under contracts for services. They are not the employees of Employment Business.
11.3 Hirer will comply, and will procure that End User will comply, in all respects with all relevant statutes, by-laws and legal requirements including provision of adequate public liability insurance in respect of Representative where appropriate. Hirer agrees to allow and reasonably assist Employment Business in complying with its legal obligations regarding the introduction of Candidate/s and supply of Services by Contractor/s.
11.4 Employment Business is providing resourcing services comprising of sourcing, introduction of Candidates and payment of fees to Contractor in relation to Services performed by Representative and accordingly, Employment Business does not accept any liability, howsoever arising, for the quality of services provided by Representative and Contractor, save for death or personal injury caused by Employment Business’s direct negligence.
11.5 Employment Business 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 Business’s performance or failure to perform any of its obligations in these Terms.
11.6 Save as required by law, the sole aggregate liability of Employment Business to Hirer 16. arising in connection with these Terms will be limited to ten thousand pound sterling
12.1 Hirer agrees to indemnify and keep indemnified Employment Business against any costs,
claims or liabilities incurred directly or indirectly by Employment Business arising out of or 17.
in connection with these Terms including (without limitation) as a result of:
a) any breach of these Terms by Hirer (including its employees, subcontractors and agents); and
b) any breach by Hirer, 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).
13.1 Employment Business is not liable for any delay or failure in performance of its obligations to Hirer where this arises from matters outside its reasonable control.
13.2 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.
13.3 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.
13.4 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.
13.5 Without prejudice to clause 2.2, whereupon these Terms and/or Booking Form/s are executed by the signature of duly authorised representatives of the parties this forms for a binding agreement and will supersede all previous agreements or representations whether written or oral including without limitation Hirer’s terms and conditions, purchase order or other Hirer documents with respect to the provision of services by Employment Business. These Terms may not be modified or amended except in writing and signed by a duly authorised representative of Employment Business.
13.6 The parties acknowledge that AWR, Conduct Regulations and Off-Payroll are not inter dependent and their applicability to Assignment does not determine supervision, direction or control by Hirer.
14. Data Protection
14.1 The Hirer warrants that any personal data relating to the Temp, whether provided by the Employment Business or by the Temp, shall be used, processed and recorded, whether by the Hirer or any party the hirer or Employment Business allows (or fails to prevent) access to, in accordance with
a) The Data Protection Act (as amended); and
b) Where relevant, any equivalent data protection legislation in relation to any
countries outside the United Kingdom.
14.2 The Hirer shall provide evidence of compliance with clause 12.1 upon request from the Employment Business.
14.3 The Hirer shall indemnify and keep indemnified the Employment Business against any costs, claims or liabilities incurred directly or indirectly by the Employment Business arising out of or in connection with any failure to comply with clause 12.2 above
15.1 Any notice required to be given under these Terms 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)
15.2 Notices in connection with these Terms will be deemed to have been given and served,
a) 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;
b) if sent by facsimile or 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 facsimile or e-mail message was received in an incomplete or illegible form; or
c) if sent by prepaid first class post, 48 hours from the time of posting.
For the avoidance of doubt and for the purpose of this clause 15.2, a “business day” will mean any day excluding Saturday, Sunday and public holidays.
a) If any of the provisions of these Terms shall be determined by a competent authority to be unenforceable to any extent, such provision shall, to the extent, be severed from the remaining Terms, which shall continue to be valid to the fullest extent permitted by applicable laws
17. Governing Law
17.1 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 this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
SCHEDULE 1 – TRANSFER FEES
17.1 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 this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
1.1 (a) The Transfer Fee referred to in clauses 8 and 9 shall be agreed in writing between the Employment Business and the Hirer. In the event that the parties do not agree the amount of the Transfer Fee then the Employment Business shall be entitled to charge a fee calculated as follows: 25% of the Remuneration payable to the Agency Worker during the first 12 months of the Engagement or, if the actual amount of the Remuneration is not known, the Charges outlined on the Booking Form multiplied by 300.
(b) The Alternative Hire Period, referred to in clause 9, before the Hirer Engages an Agency Worker, shall be agreed in writing between the Employment Business and the Hirer. In the event that the parties do not agree the length of the Alternative Hire Period then the period shall be 6 months.