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Temporary Supply – Terms of Business

2017

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Terms Of Business For The Supply Of Flexi-Worker Services

1. DEFINITIONS In these Terms of Business the following definitions apply:-

“Assignment” means the period during which the Flexi-Worker is supplied to

render services to the Client

“Client” means the person, firm or corporate body together with any

subsidiary or associated company as defined by the Companies

Act 2006 to whom the Flexi-Worker is supplied or introduced.

“Comparable Employee” has the meaning given to it in the Regulations

“Effective Date” means the date these Terms of Business are accepted by the

Client pursuant to clause 2.1.

“The Employment

Business”

means SM Global Consultancy Ltd Company Reg 08694233 T/As

Staffing Match, Bradley Business Centre, 1st Floor Central Way,

North Feltham Trading Estate, Feltham Middlesex TW14 0XQ

“Engagement” means the engagement, employment or use of the Flexi-Worker

directly by the Client or any third party or through any other

employment business on a permanent or temporary basis,

whether under a contract of service or for services; an agency,

license, franchise or partnership arrangement; or any other

engagement; directly or through a limited company of which

the Flexi-Worker is an officer or employee.

“Flexi-Worker” means the individual whose services are supplied by the

Employment Business to the Client.

“Introduction” means the Clients interview of a Flexi-Worker in person or by

telephone, following the Clients instruction to the Employment

Business to search for a Flexi-Worker or the passing to the Client

of a curriculum vitae or other information which identifies the

Flexi-Worker and which leads to an Engagement of that Flexi -

Worker by the Client.

“Introduction Fee” means the fee payable in accordance with clause 7.1(b) below

and Regulation 10 of the Conduct of Employment Agencies and

Employment Business Regulations 2003.

“Qualifying Period” has the meaning given to it in the Regulations

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“Relevant Period” means the later of either 14 weeks from the first day on which

the Flexi-Worker was, supplied by the Employment Business to

work for the Client, or 8 weeks from the day after the Flexi -

Worker was last supplied by the Employment Business to the

Client.

“The Relevant Terms

Conditions”

has the meaning given to it in the Regulations and

“The Regulations” means The Agency Workers Regulations 2010

“AWR Claim” means any complaint or claim to a tribunal or court made by or

on behalf of the Flexi- Worker against the Hirer and/or the

Employment Business for any breach of the Agency Workers

Regulations;

“Calendar Week” means any period of seven days starting with the same day as

the first day of the First Assignment;

“extended Period Of hire” 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;

“Transfer Fee” means the fee payable in accordance with clause 7.1(b) below

and Regulation 10 of the Conduct of Employment Agencies and

Employment Businesses Regulations 2003.

1.2 Unless the context otherwise requires, reference to the singular includes the plural and

reference to the masculine includes the feminine and vice versa.

1.3 The headings contained in these Terms of Business are for convenience only and do not

affect their interpretation.

1.4 These terms and conditions take effect from the Effective Date and shall supersede all

previous terms and conditions.

1.5 If any provision of the Contract is found to be invalid or unenforceable such invalidity or

unenforceability shall not affect any other provisions and if such provision would be valid

or enforceable if some part of the provision was deleted the provision in question shall

apply with such modifications as may be necessary to make it valid and enforceable.

2 THE CONTRACT

2.1 These Terms of Business govern all transactions between the Employment Business and the

client, whether signed or not, and the supply of the Flexi -Worker’s services by the

Employment Business to the client. These terms are deemed accepted by the client by

virtue of its request for, interview with or Engagement of the FlexiWorker or the passing of

any information about the Flexi-Worker. Where applicable the Employments Business’s

Terms of Business for the introduction of Permanent Staff also apply to this agreement.

2.2 No variation or alteration to these Terms of Business shall be valid unless approved in

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writing by a Director of the Employment Business.

2.3 These Terms contain the entire agreement between the parties and unless otherwise

agreed in writing by a Director of the Employment Business, these Terms prevail over any

terms of business or purchase conditions proffered by the Client.

2.4 The Employment Business shall act as an employment business (as defined in Section 13(3)

of the Employment Agencies Act 1973) when Introducing Agency Workers for

Assignments with the Client.

2.5 The Employment Business shall apply for credit references on the Client.

2.6 The Employment Business will monitor and record information relating to a Client’s trade

performance and such records will be made available to credit reference agencies, who

will share that information with other businesses in assessing applications for credit and

fraud prevention.

3. CHARGES

3.1. The Client agrees to pay the hourly charges of the Employment Business as notified at

the commencement of the Assignment and as may be varied from time to time

during the Assignment.

3.2. The charges are calculated according to the number of hours worked by the Flexi

Worker (to the nearest quarter hour). These charges are comprised mainly of the

Flexi-Workers remuneration but also include the Employment Business’ commission,

employer’s National Insurance contributions (in the case of PAYE but not Limited

Company Contractors and being the amount that would be due based on the

hourly charge and hours worked were that paid to the Flexi -Worker by the

Employment Business) and any travel, hotel or other expenses as may have been

agreed with the Client or if there is no such agreement, such expenses as are

reasonable. VAT is payable on the entirety of these charges.

3.3. The Client shall inform the Employment Business at the time of booking of any order

number or other reference which it might adopt in respect of the Flexi-Worker.

3.4. The charges are invoiced to the Client on a weekly basis and are payable within 30

days of the date of invoice. VAT is payable at the applicable rate on the entirety of

the charges. The Employment Business reserves the right to charge interest on any

overdue amounts at the rate of 2% per annum above the base rate from time to time

of Barclays Bank Plc from the due date until the payment date. In the event of non-

compliance to our payment terms all sums outstanding will become immediately due

for payment.

3.5. The Client shall make all payments due under the Terms of Business without any

deduction whether by way of set off, counterclaim, discount, abatement or

otherwise unless the Client has a valid court order requiring an amount equal to such

deduction to be paid by the Employment Business to the Client.

3.6. The Employment Business reserves the right to vary the Charges agreed with the

Client, by giving written notice to the Client:

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3.6.1. in order to comply with any additional liabil ity imposed by statute or other legal

requirement or entitlement, including but not limited to the Agency Workers

Regulations; and/or

3.6.2. if there is any variation in the Relevant Terms and Conditions.

4. INFORMATION TO BE PROVIDED

4.1. When making an Introduction of a Flexi-Worker to the Client the Employment Business

shall inform the Client of the identity of the Flexi-Worker; that the Flexi-Worker has the

necessary or required experience, training, qualifications and any authorisation

required by law or a professional body to work in the Assignment; whether the Flexi -

Worker will be employed by the Employment Business under a contract of service

and that the Flexi-Worker is willing to work in the Assignment.

4.2. Where such information is not given in paper form or by electronic means it shall be

confirmed by such means by the end of the third business day (excluding Saturday,

Sunday and any public or Bank holiday) following, save where the Flexi -Worker is

being Introduced for an Assignment in the same position as one in which the Flexi-

Worker had previously been supplied within the previous five business days and such

information has already been given to the Client.

4.3. The Client undertakes that it knows of no reason why it would be detrimental to the

interests of the Flexi-Worker for the Flexi-Worker to fill the Assignment and will provide

confirmation of the identity of the Client and the nature of the Client’s business; the

date on which the Client wants the Flexi-Worker to start work and the duration or

likely duration of the Assignment; the position which the Client seeks to fill, including

the type of work the FlexiWorker will be required to do, the location at which and the

hours during which the Flexi-Worker will be required to work; any risks to health and

safety known to the Client and the steps taken by the Client to prevent or control

such risks; details of the experience, training, qualifications and any authorisation

which the Client considers necessary or the Flexi-Worker requires to have by law or by

the requirements of any professional body in order to carry out the Assignment; any

expenses payable by or to the Flexi-Worker; induction training and full details of the

basic working and employment conditions (as defined by the Regulations) which the

Flexi-Worker would have enjoyed had they been recruited directly by the Client.

4.4. The Client shall provide such personal protective equipment (PPE) necessary to ensure

the health, safety and welfare of the Flexi-Worker without charge to the Employment

Business. Where through any failure on the part of the Client to provide PPE, the

Employment Business provides the Flexi-Worker with PPE; the Client shall reimburse to

the Employment Business the cost of that PPE.

5. CLIENT OBLIGATIONS UNDER AGENCY WORKER REGULATIONS

5.1. The Client will comply with its obligations under Regulations 12 (Rights of agency

workers in relation to access to collective facilities and amenities) and 13 (Rights of

agency workers in relation to access to employment) of the Agency Workers

Regulations.

5.2. To enable the Employment Business to comply with its obligations under the Agency

Workers Regulations, the Client undertakes as soon as possible prior to the

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commencement of each Assignment and during each Assignment (as appropriate)

and at any time at the Employment Business' request:

5.2.1. to inform the Employment Business of any Calendar Weeks since 1 October 2011

in which the relevant Agency Worker has worked in the same or a similar role

with the Client via any third party prior to the date of commencement of the

relevant Assignment and/or during the relevant Assignment which count or may

count towards the Qualifying Period;

5.2.2. if, since 1 October 2011, the Agency Worker has w orked in the same or a similar

ole with the Client via any third party prior to the date of commencement of the

relevant Assignment and/or works in the same or a similar role with the Client via

any third party during the relevant Assignment, to provide the Employment

Business with all the details of such work, including (without limitation) details of

where, when and the period(s) during which such work was undertaken and any

other details requested by the Employment Business;

5.3. to inform the Employment Business if, since 1 October 2011, the Agency Worker has

prior to the date of commencement of the relevant Assignment and/or during the

relevant Assignment:

5.3.1. completed 2 or more assignments with the Client;

5.3.2. completed at least 1 assignment with the Client and 1 or more earlier

assignments with any member of the Client's Group; and/or

5.3.3. worked in more than 2 roles during an assignment with the Client and on at least

two occasions worked in a role that was not the same role as the previous role;

5.4. save where the Agency Worker will not complete the Qualifying Period during the

term of the Assignment, to:

5.4.1. provide the Employment Business with written details of the Relevant Terms and

Conditions the Agency Worker would be entitled to for doing the same job if the

Agency Worker had been recruited directly by the Client as an employee or

worker at the time the Qualifying Period commenced or with those of a

Comparable Employee;

5.4.2. inform the Employment Business in writing whether the Relevant Terms and

Conditions provided are those of a hypothetical directly recruited employee or

worker or those of a Comparable Employee; 5.4.3 if the Relevant Terms and

Conditions provided are those of a Comparable Employee, provide the

Employment Business with a written explanation of the basis on which the Client

considers that the relevant individual is a Comparable Employee; and

5.4.3. inform the Employment Business in writing of any variations in the Relevant Terms

and Conditions made at any time during the relevant Assignment after the

Qualifying Period commenced.

5.5. The Client will comply with all the Employment Business' requests for information and

any other requirements to enable the Employment Business to comply with the

Agency Workers Regulations.

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5.6. The Client warrants that:

5.6.1. all information and documentation supplied to the Employment Business in

accordance with clauses 5.4 and 5.5 is complete, accurate and up-to-date;

and

5.6.2. it will, during the term of the relevant Assignment, immediately inform the

Employment Business in writing of any subsequent change in any information or

documentation provided in accordance with clauses 5.4 and 5.5

5.7. Without prejudice to clauses 9.11 and 9.12, the client shall inform the Employment

Business in writing of any:

5.7.1. oral or written complaint the Agency Worker makes to the Client which is or may

be a complaint connected with rights under the Agency Workers Regulations; or

any

5.7.2. written request for information relating to the Relevant Terms and Conditions that

the Client receives from the Agency Worker as soon as possible but no later than

7 calendar days from the day on which any such oral complaint is made to or

written complaint or request is received by the Client and the Client will take

such action and give such information and assistance as the Employment

Business may request, and within any timeframe requested by the Employment

Business, in order to resolve any such complaint or to provide any such

information in a written statement to the Agency Worker within 28 days of the

Client's receipt of such a request in accordance with Regulation 16 of the

Agency Workers Regulations and the Client will provide the Employment Business

with a copy of any such written statement.

5.8. The Client undertakes that it knows of no reason why it would be detrimental to the

interests of the Agency Worker for the Agency Worker to fill the Assignment.

6. TIME SHEETS

6.1. At the end of each week of an Assignment (or at the end of the Assignment where it is

for a period of one week or less or is completed before the end of a week) the Client

shall sign the Employment Business’ time sheet verifying the number of hours worked

by the Flexi-Worker during that week.

6.2. Signature of the time sheet by the Client indicates satisfaction with the services

provided by the Flexi-Worker and confirmation of the number of hours worked. If the

Client is unable to sign a time sheet produced authentication by the Flexi -Worker

because the Client disputes the hours claimed, the Client shall inform the

Employment Business as soon as is reasonably practicable and shall co-operate fully

and in a timely fashion with the Employment Business to enable the Employment

Business to establish what hours, if any, were worked by the Flexi -Worker. Failure to

sign the timesheet does not absolve the Client of its obligation to pay the Charges in

respect of the hours worked.

6.3. The Client shall not be entitled to decline to sign a timesheet on the basis that he is

dissatisfied with the work performed by the Flexi-Worker. In cases of unsuitable work

the Client should apply the provisions of clause 11.1 below.

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6.4. Invoices are prepared from the Flexi-Workers time sheet. Save as otherwise agreed

between the parties in writing the week following the booking.

6.5. The Client undertakes to ensure compliance with the provisions of the Working Time

Regulations 1998 in respect of work undertaken by the Flexi-Worker in the case of

PAYE but only where legally required for Limited Company Contractors and

acknowledges and accepts that if it causes a breach of the Regulations it will

indemnify the Employment Business in respect of any claims costs or damages arising

there from.

7. REMUNERATION

7.1. The Employment Business assumes responsibility for payment of the Flexi -Workers

remuneration and where appropriate for the deduction and payment of National

Insurance Contributions and PAYE Income Tax applicable to the Flexi -Worker,

pursuant to sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003. The

Client must not therefore give any form of payment direct to the Flexi-Worker.

7.2. The Employment Business will ensure that Flexi-Workers are either:

7.3. employed by the Employment Business under a contract which complies with the

requirements of Regulation 10 of the Regulations; or

7.4. afforded equal treatment under the provisions of Regulation 5 of the Regulations

where applicable to such Flexi-Workers after completing the Qualifying Period.

8. TRANSFER AND INTRODUCTION FEES

8.1. In the event of the Engagement or introduction of a Flexi-Worker supplied by the

Employment Business either (1)directly by the Client or (2) by the Client pursuant to

being supplied by another employment business or (3) introduce the Flexi -Worker to a

third party during the assignment, within the Relevant Period the Client shall be liable,

to either:

8.1.1. Subject to electing upon giving 7 days written notice, an extended period of hire

of the Flexi-Worker being 26 weeks during which the Employment Business shall

be entitled to the charges set out in clause 3.1 above for each hour the Flexi-

Worker is so employed or supplied; or

8.1.2. A Transfer/introduction Fee calculated as follows: 17.5% of the Remuneration

applicable during the first 12 months of the Engagement or, if the actual amount

of the Remuneration is not known, the hourly charges referred to in clause 3.1

multiplied by 250 times. 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. In the event that the Engagement of the Flexi-Worker is for a fixed term of less than 12

months, the fee in clause 8.1(b), calculated as a percentage of the Remuneration,

will apply pro-rata. If the Engagement is extended beyond the initial fixed term or if

the Client re-engages the Flexi-Worker within 3 months of the termination of the first

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Engagement the Client shall be liable to pay a further fee based on the additional

Remuneration applicable for the period of Engagement following the initial fixed

term up to the termination of the second Engagement or the first anniversary of its

commencement, whichever is sooner.

8.3. In the event that the Flexi-Worker is introduced by the Client to a third party which

results in the Engagement of the Flexi-Worker by the third party within the Relevant

Period the Client shall be liable to pay a Transfer Fee calculated as follows: 17.5% of

the Remuneration applicable during the first 12 months of the Engagement or, if the

actual amount of the Remuneration is not known, the hourly charges refer red to in

clause 3.1 multiplied by 250 times. 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.

9. LIABILITY

9.1. Whilst every effort is made by the Employment Business to give satisfaction to the

Client by seeking to ensure reasonable standards of skills, integrity and reliability from

Flexi-Workers and further to provide them in accordance with the Clients booking

details; the parties agree save where otherwise agreed in writing by the Employment

Business that as the Client is best able to assess any potential loss to the Client and to

insure against the same where necessary, the Employment Business is not liable for

any loss expense, damage, delay costs or compensation arising from any failure to

provide any Flexi-Worker for all or part of the period of booking or from the

negligence dishonesty misconduct or lack of skill of the Flexi -Worker. For the

avoidance of doubt the Employment Business does not exclude liability for death or

personal injury arising from its own negligence.

9.2. The Client shall indemnify and keep indemnified the Employment Business against any

costs, claims or liabilities incurred by the Employment Business arising out of any

Assignment and/or as a result of any breach of these Terms of Business by the Client

including claims for loss or damage (including consequential loss), personal injury or

death arising out of any act or omission of the Flexi-Worker.

9.3. The Employment Business shall be entitled to set off the above rights of indemnity

against any claim which the Client might seek to bring against it.

9.4. The Employment Business shall supply to the Client details of the identity of the Flexi -

Worker, all relevant experience, training and qualifications and confirmation that the

Flexi-Worker is willing to work in the position the Client seeks to fill. Any information,

which is given to the Client by the Employment Business about the FlexiWorker,

depends upon the Flexi-Worker giving the Employment Business true and accurate

information. Accordingly, the Employment Business cannot warrant the accuracy of

any such information and will not be liable for any losses, costs, damages, expenses

or other payments of any kind incurred by the Client as a result of the Client relying

on such information or the Flexi-Worker’s negligence, dishonesty or misconduct.

9.5. Flexi-Workers supplied by the Employment Business are engaged under a contract of

services but are deemed to be under the supervision, direction and control of the

Client from the time they report to take up dut ies and for the duration of the

Assignment. The Client agrees to be responsible for all acts, errors or omissions of the

FlexiWorker, whether wilful, negligent or otherwise as though the Flexi-Worker was on

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the payroll of the Client. The Client will also comply in all respects with all statutes

including, for the avoidance of doubt, the Working Time Regulations, Health and

Safety At Work Act etc., by-laws, codes of practice and legal requirements to which

the Client is ordinarily subject in respect of the Client’s own staff (excluding the

matters specifically mentioned in Clause 6 above), including in particular the

provision of adequate Employer’s and Public Liability Insurance cover for the Flexi-

Worker during all Assignments.

9.6. All disciplinary and grievance matters relating to a Flexi -Worker employed by the

Employment Business shall be dealt with by the Employment Business. As soon as the

Client is aware of any circumstances w hich give rise to any disciplinary action or

grievance in respect of any such Flexi-Worker, the client shall immediately refer the

matter to the Employment Business for action to be taken.

9.7. The Employment Business shall indemnify the Client against any liability arising from a

failure by the Employment Business to comply with its obligations under the

Regulations except to the extent that the failure arises from a failure by the Client to

comply with clause 4.3 above.

9.8. The Client shall advise the Employment Business of any special health and safety

matters about which the Employment Business is required to inform the Flexi -Worker

and about any requirements imposed by law or by any professional body, which

must be satisfied if the Flexi-Worker is to fill the Assignment.

9.9. The Client will also comply in all respects with all statutory provisions as are in force

from time to time including, for the avoidance of doubt, but not limited to the

Working Time Regulations, Health and Safety At Work etc. Act 1974, the

Management of Health and Safety at Work Regulations 1999, by-laws, codes of

practice and legal requirements to which the Client is ordinarily subject in respect of

the Client’s own staff (excluding the matters specifically mentioned in clause 6

above), including in particular the provision of adequate Employer’s and Public

Liability Insurance cover for the Flexi-Worker during all Assignments.

9.10. The Client undertakes not to request the supply of an Flexi-Worker to perform

the duties normally performed by a worker or employee who is taking part in official

industrial action or duties normally performed by a worker or employee who has

been transferred by the Client to perform the duties of a person on strike or taking

official industrial action.

9.11. The Client shall inform the Employment Business in writing of any AWR Claim

which comes to the notice of the Client as soon possible but no later than 7 (seven)

calendar days from the day on which any such Flexi-Worker AWR Claim comes to the

notice of the Client.

9.12. If the Flexi-Worker brings, or threatens to bring, any AWR Claim, the Client will

take such action and give such information and assistance as the Employment

Business may request, and within any timeframe requested by the Employment

Business and at the Client's own cost, to avoid, dispute, resist, mitigate, compromise

or defend any such AWR Claim and to appeal against any judgment given in

respect thereof.

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10. DATA PROTECTION

10.1. The Client shall comply with the 1998 Act and any other applicable data

protection legislation. In particular, the Client agrees to comply with the obligations

placed on the Employment Business by the Seventh Data Protection Principle set out

in the 1998 Act and maintain technical and organisational security measures

sufficient to comply with those obligations, only process personal data (as defined in

the 1998 Act) for and on behalf of the Employment Business or in accordance with

the performance of the Assignment and to allow the Employment Business to audit its

compliance on reasonable notice and/or to provide the Employment Business with

evidence of its compliance.

10.2. The Client shall fully indemnify the Employment Business against all claims and

proceedings and all liabilities, losses, costs (including legal costs) or expenses incurred

in connection with or arising out of any breach of this paragraph 9 by the Client

and/or as result of any claim made or brought by an individual in respect of any loss,

damage or distress caused to that individual arising from the Client’s unauthorised or

unlawful processing, destruction and/or use of personal data.

11. TERMINATION

11.1. The Client undertakes to supervise the Flexi-Worker sufficiently to ensure the

Clients satisfaction with the FlexiWorkers standards of workmanship. If the Client

reasonably considers that the services of the Flexi- Worker are unsatisfactory, the

Client may terminate the Assignment either by instructing the Flexi -Worker to leave

the Assignment immediately, or by directing the Employment Business to remove the

Flexi-Worker. The Employment Business may in such circumstances at its discretion

reduce or cancel the charges for the time worked by that Flexi -Worker, provided that

the Assignment terminates:-

11.1.1. Within four hours of the Flexi-Worker commencing the Assignment where the

booking is for more than seven hours; or

11.1.2. Within two hours for a booking of seven hours or less; and also provided that

notification of the unsuitability of the Flexi-Worker is given to the Employment

Business within 4 hours and confirmed in writing by recorded delivery within 24

hours of the termination of the Assignment.

11.2. Any of the Client, the Employment Business or the Flexi-Worker may terminate

an Assignment at any time without prior notice and without liability.

12. TERMS OF BUSINESS FOR THE SUPPLY OF TEMPORARY DRIVERS “O” LICENCED VEHICLES

12.1. Flexi-Workers are supplied by the Employment Business as drivers (“drivers”) on

the sole understanding that the Client holds an operator’s license under the Transport

Act 1968 as amended (“the Act”) when required and that it will ensure all vehicles

comply with all the relevant legislation, British and European standards, regulations,

codes of practice, guidance notes and other requirements of any relev ant

government or governmental agency and to the extent that such regulations are

advisory, compliance with which is advisable but not mandatory, the minimum

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compliance to be achieved should be best industry practice.

12.2. As far as is possible, the Employment Business will check references of drivers

and will examine driving licenses and permits; notwithstanding this, the client agrees

to take direct responsibility for all statutory duties where applicable in respect of

driving licenses and permits, drivers’ hours and records, the issue and collection of

tachograph cards, maintenance and safety of vehicles, Health and Safety

Regulations, and Road Traffic and liability insurance, including but not limited to fully

comprehensive insurance for the vehicle to be driven and its contents.

12.3. The client shall on request permit the Employment Business to inspect its

operator’s license and policies of insurance for the vehicles to be driven by the Flexi-

Worker.

12.4. To assist clients in complying with the relevant provisions of the Transport Act,

the Employment Business agrees to provide the client upon request with such

information as is available to the Employment Business about any driving assignments

carried out by the driver in the seven days immediately preceding the

commencement of an assignment with the Client, provided the driver shall have

worked for a client of the Employment Business during those seven days.

13. LAW

13.1. These Terms of Business are governed by English Law and are subject to the

exclusive jurisdiction of the English Courts.

For and on behalf of

Signature

Print Name

Job Title

Date

For and on behalf of SM GLOBAL CONSULTANCY LTD ta Staffing Match

Signature

Print Name

Job Title

Date