Terms and Conditions

Terms of Use for Partners

These terms and conditions apply in relation to any recruitment services provided by Be Rota Limited (Company No. 09772134) a company incorporated in England and Wales whose registered office is (Devonshire House, 60 Goswell Road, London, EC1M 7AD (the “Company“) to any client (the “Client“).

Background:

The Company is in the business of sourcing, introducing and supplying the services of temporary workers and independent service providers to fulfil its clients’ service requirements.

The Company shall arrange for the Services to be provided to the Client in accordance with the terms of this Agreement.

This Agreement is a framework agreement, the terms of which shall apply to any and each Assignment Schedule agreed between the parties.

The Company acts as an employment business for the purposes of the Employment Agencies Act 1973, the definition of employment business set out in the Employment Agencies Act 1973 being very wide and covering a wide range of service providers.

It is agreed as follows:

Definitions and interpretation

In this Agreement, unless the context otherwise requires, the following definitions shall apply:

“Agreement” means the agreement between the Company and the Client comprising the terms set out in this document including each Assignment Schedule and any notices regarding Client credit terms pursuant to clause 4.

“Assignment Schedule” means the schedule confirming the details of the each Assignment; the term “Assignment” shall be construed accordingly.

“AWR” means the Agency Workers Regulations 2010.

“Business Day” means any day (other than Saturday or Sunday) on which clearing banks are open for business in London.

“Check In/Check Out” means any system (as may be further detailed on the Be Rota Platform) that allows the Temporary Worker to record the hours worked by the Temporary Worker upon entry and exit from the Assignment.

“Check In/Check Out Record” means the record of hours worked (akin to a timesheet) by the Temporary Worker as agreed via the Check In/Check Out system.

“Client’s Group” means the Client, any body corporate of which the Client is a subsidiary (as defined in section 1159 of the Companies Act 2006), any other subsidiary of such body corporate and any subsidiary of the Client.

“Client’s Systems” means the systems which the Client makes available to the PAYE Worker for use in relation to the Services.

“Company’s Group” means the Company, any body corporate of which the Company is a subsidiary (as defined in section 1159 of the Companies Act 2006), any other subsidiary of such body corporate and any subsidiary of the Company.

“Conduct Regulations” means The Conduct of Employment Agencies and Employment Businesses Regulations 2003.

“Conversion Fee” means £350 flat fee

“Data Protection Laws” means the Data Protection Act 1998, any applicable statutory or regulatory provisions and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data.

“End User” means any client or customer of the Client for whom, or at whose premises, the Services are performed under this Agreement.

“Engagement” means the Client’s direct or indirect via any person other than the Company:

engagement or employment of:

the PAYE Worker; or

any individual, such as the PAYE Worker or their substitute, engaged through the Company; and/or

other arrangement for any of the persons in (a)(i), (ii) or (iii) above to provide services to the Client or any member of the Client’s Group or an End User;

“Extended Hire Period” means an aggregate period of service provision of [26] weeks (excluding, for the avoidance of doubt, any period during which services are not provided).

“Force Majeure” means any cause preventing a party from performing any or all of its obligations arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the party so affected.

“Be Rota Platform”  means such secure and confidential platform that the Company from time to time operates for Clients and Temporary Workers in connection with the Services.

“Good Industry Practice” means the exercise of the skill, diligence, prudence, foresight and judgment which would be expected from a suitably skilled and experienced person engaged in the same type of services as the Services, applying the best standards currently generally applied in the relevant industry.

“Hire Period” means an aggregate period of service provision of [26] weeks (excluding, for the avoidance of doubt, any period during which services are not provided).

“Introduction” means

the interview by the Client of an employee, worker, officer or representative of  (including, for the avoidance of doubt, the PAYE Worker or their substitute) in person, by telephone or by video link; or

the passing by the Company to the Client of information which identifies or relates to any of the persons in (a) above,

and the date of Introduction shall be whichever is the earlier of the interview or the passing of such information. “Introduces” and “Introduced” shall have the corresponding meaning.

“Loss” means any demand, contribution, claim, action, proceeding, liability, loss, damage, costs, expenses, tax, national insurance contributions (to the extent permitted by law) and charges and any related penalties, fines or interest whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred (including without limitation all losses, liabilities and costs incurred as a result of defending or settling any claims); the term “Losses” shall be construed accordingly.

“PAYE Worker” means the individual named in the relevant Assignment Schedule, assigned to the performance of the Services as at the Start Date of the relevant Assignment and any substitute pursuant to clause 5.

“Payment Rate” has the definition as set out in the Assignment Schedule.

“Pensions Act” means the Pensions Act 2008.

“Relevant Period” means whichever of the following periods ends later:

the period of 8 weeks commencing on the day after the day on which the PAYE Worker last provided services to the Client via the Company (whether under this Agreement or otherwise); or

the period of 14 weeks commencing on the first day on which the PAYE Worker provided services to the Client pursuant to the most recent supply of ‘s and/or the PAYE Worker’s services to the Client by the Company (as adjusted in accordance with Regulation 10 of the Conduct Regulations to take into account any break between supplies or 42 days or more).

“Services” means as defined in the relevant Assignment Schedule.

“Systems” means telecommunications systems, IT systems and security systems.

“Work Results” means any item of work carried out and delivered pursuant to this Agreement as part of or arising out of the Services.

Each term starting with a capital letter and not defined in clause 1.1 or elsewhere in this Agreement is as defined in the Assignment Schedule. 

Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of this Agreement) and all subordinate legislation made (before or after the date of this Agreement) under it from time to time.

Where the context permits, words denoting:

persons shall include bodies corporate and unincorporated associations of persons;

the singular include the plural and vice versa; and

one gender shall include any gender.

These terms apply (and shall be deemed to be accepted by the Client) as from the earlier of the date on which the Company first Introduces the services of a PAYE Worker to the Client or the Client first issuing an Assignment specification to the Company, and shall apply thereafter in relation to each subsequent Introduction and/or issued Assignment specification and to each Assignment Schedule agreed between the parties hereunder.  In the event of any conflict or inconsistency between an Assignment Schedule and the terms in this main agreement the terms of the relevant Assignment Schedule shall take precedence.

The Company’s obligations

Subject to the provisions of clauses 5, 6 and 7, the Company will use its reasonable endeavours to procure that the Services will be provided during the relevant Assignment period.

The Company will use its reasonable endeavours to procure that the PAYE Worker each:

supply the Services at the Location(s) in accordance with Good Industry Practice;

comply with the Client’s reasonable requirements as may be notified by the Client to the Company from time to time;

comply with all relevant Client regulations, policies and protocols as notified by the Client to the Company from time to time, including on health and safety and security; and

provide a suitable substitute consultant when the PAYE Worker is incapacitated, unavailable or otherwise unwilling to provide the Services.

The Company will require the PAYE Worker to confirm that the PAYE Worker has:

valid and subsisting leave to enter and remain in the United Kingdom for the duration of the relevant Assignment and Agreement; and

is not (in relation to the leave in clause 2.3(a)) subject to any conditions which may preclude or have an adverse effect on the provision of the Services.

The Client’s obligations

The Client warrants and confirms that it has (or will, prior to the relevant Start Date) given to the Company sufficient information in order for the Company properly to consider the suitability of the PAYE Worker to supply the Services, including but not limited to:

the identity of the Client and, if applicable, the nature of the Client’s business;

the date on which the Client requires provision of the Services to commence and the duration or likely duration of provision of the Services;

details of the Services including, but not limited to, the type of work, the location at which and the hours during which the Services are to be provided, any risks to health and safety known to the Client and the steps taken by the Client to prevent or control such risks;

the experience, training, qualifications and any authorisations which the Client considers are necessary, or which are required by law or by any professional body for the PAYE Worker to possess in order to provide the Services;

any specific risks to health and safety in relation to the Location(s) or specific experience required for a person to work at the Location(s); and

any expenses payable by or to the PAYE Worker.

The Client confirms that the Company has supplied it (or will supply, prior to the relevant Start date) with confirmation of the following:

the identity of the PAYE Worker;

that the PAYE Worker has the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law or by any professional body, to perform the Services; and

that the PAYE Worker is willing to provide the Services.

To the extent that the Company may not have supplied the Client with confirmation as set out in clause 3.2, the Client confirms that it is satisfied with the confirmation supplied; and the Client agrees that if the PAYE Worker fails to have the experience, training, qualifications and/or any authorisation which the Client considers are necessary, or which are required by law or by any professional body to perform the Services, the Company shall have no liability to the Client in respect of this.

The Client shall:

carry out risk assessments of the Services to be undertaken and notify the Company and the PAYE Worker immediately of any specific or potential hazards relating to the Assignment and any precautions the PAYE Worker should take in relation to such risks;

not allow the PAYE Worker to undertake any work that is hazardous without first undertaking a risk assessment and notifying the Company and the PAYE Worker of any risks identified;

if applicable, make clear to the Company, any PAYE Worker what rules (including but not limited to health and safety, site and security policies, procedures and regulations) apply in respect of the Location(s);

check and sign or electronically verify timesheets (in a form approved by the Company) verifying the number of hours worked by the PAYE Worker and evidencing satisfactory performance of the Services by the PAYE Worker;

notify the Company immediately if it is dissatisfied with the performance by the  PAYE Worker of the Services, or if the PAYE worker fails to fulfil an Assignment (in which case the provisions of clause 5 shall apply), and, for the avoidance of doubt, the Client has no authority to discipline any PAYE Worker or to terminate the provision of the Services via any PAYE Worker;

(without limitation to the above) not commit any act or omission constituting unlawful discrimination or harassment of any PAYE Worker in connection with the performance of the Services;

provide the Company, on a timely basis, with such information as the Company shall reasonably request from the Client to enable the Company to comply with or otherwise to evidence its and/or the Client’s compliance with the AWR; and

notify the Company if an Assignment is not suitable for pregnant workers. 

The Company provides the Client with the opportunity to review the PAYE Workers supplied to them via the Company. The review process is detailed on the Be Rota Platform. Reviewing PAYE Workers is completely optional but will help improve the quality of the PAYE Workers providing the services. All reviews are undertaken on a confidential basis and the ratings provided are anonymous. Please refer to the Be Rota Platform for further details on the review process. 

Payment of Fees

The Company will be entitled to issue invoices in respect of the Services supplied during the relevant invoicing period (being calculated as a multiple of the number of hours/days as appropriate), on such invoicing/usage basis as is from time to time provided for on the Be Rota Platform, during which the Services have been provided and the relevant Payment Rate).

For the avoidance of doubt, in the calculation of the sums due to the Company in relation to Services performed by the PAYE Worker a timesheet (or other method of recording hours worked by the PAYE Worker providing Services (as will be detailed on the Be Rota Platform)) signed by a representative of the Client or the Client verifying via the Click In/Click Out Record shall be conclusive evidence that the Services have been performed to the satisfaction of the Client at the times and for the total period of time set out in such timesheet and/or the Click In/Click Out Record.  If the Client disputes the hours claimed, it shall inform the Company within 2 days of receipt of the disputed timesheet and in any event, no later than 5 days from the date of invoice, and shall co-operate with the Company to establish the hours worked by the PAYE Worker. [For the avoidance of doubt, if the Client has verified the timesheet and/or the Click In/Click Out Record (or any other method of recording time spent by the PAYE Worker providing Services, as may be detailed on the Be Rota Platform)) the Client agrees it does not dispute the hours worked by a PAYE Worker.] Failure by the Client to sign any such timesheet does not absolve the Client from its obligation to pay the Company the fees for the Services in accordance with this clause 4.

The Company shall not be liable for fraudulent timesheets submitted by or on behalf of a PAYE Worker.

Unless otherwise agreed in writing by a director of the Company, the Company will not be obliged to make any rebates or refunds of fees or other sums payable to the Company by the Client.

All amounts due under this Agreement shall be paid in full without any deduction or withholding other than as required by law.  The Client shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part.

Unless otherwise agreed by the Company, all payments due to it under this Agreement shall be paid by direct bank transfer to the Company’s bank account within 7 days of invoice.

The Company shall apply and charge the Client interest on any overdue amount in accordance with the Late Payment of Commercial Debt (Interest) Act 1998.

All amounts payable under this Agreement (including, for the avoidance of doubt, those under clause 6) are exclusive of value added tax and any other like taxes applicable to a Location(s), which shall be payable by the Client at the rate prevailing at the time and accounted to the relevant taxation authority by the Company.

The Client acknowledges that the Payment Rates are based on the total cost of supply of supplying the Services plus the Company’s recruitment services fee.  The Company reserves the right to increase the Payment Rates to take into account any statutory requirement, including, without limitation, the AWR and the Pensions Act, which leads to an increase in a PAYE Worker’s statutory and/or legal entitlements resulting in an increase in the cost of supply for the Company.  The Company shall give the Client 20 Business Days written notice of any such increase to Payment Rates.

Substitution of PAYE Worker

The Company shall be entitled from time to time, without prejudice to the other terms of this Agreement, to offer the Client a suitably qualified, skilled and experienced substitute PAYE Worker.

If within [24] hours of the relevant Start Date a PAYE Worker fails in the reasonable opinion of the Client to perform the relevant Services satisfactorily, the Client shall notify the Company in writing to that effect and the Company will use its reasonable endeavours to procure that a suitable substitute PAYE Worker is available to perform the Services as soon as possible.

Transfer Provisions

If, following an Introduction, the Client wants an Engagement to commence within a period of twelve months from the date of the Introduction or an Engagement occurs within such period and the PAYE Worker have/has not commenced provision of services via the Company, the Client shall notify the Company and pay to the Company the Conversion Fee, unless the Client elects, within 3 Business Days of the date of the Engagement by written notice to the Company to engage the Company to arrange for the PAYE Worker to provide the required services, under and in accordance with the terms of this Agreement, for the Hire Period.

If the PAYE Worker have/has commenced provision of the Services via the Company and the Client notifies the Company that it wants an Engagement to commence within the Relevant Period and an Engagement does so commence or an Engagement occurs within the Relevant Period, the Client shall and pay to the Company the Conversion Fee, unless the Client elects, within 3  Business Days of the date of the Engagement, by written notice to the Company to engage the Company to arrange for that PAYE Worker to provide the Services, on terms similar to those contained in this Agreement and no less favourable to the Client than those which applied immediately before the Company received such notice, for an Extended Hire Period.

If the Client gives the Company written notice of election in accordance with the provisions of clause 6.1 or clause 6.2 and the Company does not supply the relevant services for the duration of the Hire Period or the Extended Hire Period (as appropriate) and the Company is in no way at fault (including, without limitation, if an Engagement occurs or the PAYE Worker (as appropriate) does not agree to provide services via  the Company for the Hire Period or the Extended Hire Period (as appropriate)), the Client shall, if an Engagement occurs within the Relevant Period, pay to the Company such proportion of the Conversion Fee as equates to the proportion of the Hire Period or Extended Hire Period (as appropriate) during which the Company does not supply the Services.

No refund of the Conversion Fee shall be payable if the Engagement terminates.

If the Client introduces the PAYE Worker to a third party who is not an employment business (including, without limitation, any member of the Client’s Group or any client of or supplier to the Client’s Group) and such third party employs or otherwise engages, directly or indirectly (other than via the Company), that PAYE Worker and:

if that PAYE Worker have/has at any time provided services to the Client via the Company, within the Relevant Period; or

if that PAYE Worker have/has not so supplied services, within a period of twelve months from the date of such introduction,

the Client shall pay to the Company the Conversion Fee and no refund of the Conversion Fee shall be payable if any such employment or engagement terminates.

Termination

This Agreement shall continue unless terminated:

by written notice with immediate effect by the Company if there is any  breach of this Agreement by the Client, which is, in the reasonable opinion of the Company, incapable of being remedied or if the Client is entitled to terminate this Agreement pursuant to clause 5; or

by 5 Business Days’ written notice by the Company if there is any other serious or repeated breach of this Agreement by the Client, which is, in the reasonable opinion of the Company, capable of remedy and which is not remedied within 10 Business Days after an earlier notice requiring it to do so; or

by written notice with immediate effect by the Company and without liability or prejudice to any right for relief if in good faith applicable if the Company forms the opinion for any reason that (i) the Client may not meet its obligations to the Company, or (ii) the PAYE Worker may no longer be willing, or able or suitable to undertake the Services for the Client; or

by written notice with immediate effect by either party if that party shall become unable to commence, continue or completely perform its obligations under this Agreement by reason of illness, injury, other incapacity or by reason of Force Majeure affecting that party, which is not within that party’s reasonable control; or

by written notice with immediate effect by either party if either party shall: become insolvent within the meaning of the Insolvency Act 1986, becomes bankrupt, apply for, or have made against it or him a receiving order, or makes any composition with its creditors or an administration order or if an order is made or resolution passed for the winding up of either party or either party passes a resolution to cease trading or actually ceases trading (an “Insolvency Event”); or

by written notice with immediate effect if the Company has reasonable grounds to believe that the Client is or is about to suffer an Insolvency Event; or

by written notice with immediate effect by the Company if the Client refuses to increase the Payment Rate to the Company in order that the Payment Rate (less the Company’s margin) is higher than the Comparable Pay pursuant to clause 12 and/or is sufficient to cover increased costs of mandatory pension contributions, as applicable; or

by written notice with immediate effect by the Company if the Client refuses to give the Company any relevant Information (and/or gives the Company incorrect Information) required for the Company and/or the Client to comply with their AWR duties pursuant to clauses 12.1.

Without prejudice to the rights to terminate the whole Agreement under clause 7.1, either party may terminate an Assignment Schedule by the period of notice (if any) as agreed in the relevant Assignment Schedule.

The Client shall notify the Company immediately and without delay, and in any event within [30 minutes], if a PAYE Worker fails to attend for the purposes of providing their Services under an Assignment or notifies the Client that the PAYE Worker is unable to attend for any reason.

If, for any reason, the Client does not require the PAYE Worker to perform Services during any termination notice period the Client shall, nevertheless, pay the Company the following fees:

If the Client cancels an Assignment within 24 hours of the Assignment’s starting time, the Client will pay the Company 100% of the charge of the cost of the Services for that Assignment;

If the Client cancels an Assignment within 48 hours of the Assignment’s starting time, the Client will pay the Company 50% of the charge of the cost of the Services for that Assignment;

Once an Assignment has begun, the Client shall not reduce the length of an Assignment by more than 25% of the length of the Assignment or to less than 4 hours (whichever is a smaller decrease).

Once an Assignment has been confirmed with the Company, if the Client wishes to change the original Start Date, End Date or any timings associated with the Assignment, the Company reserves the right to charge the Client an administration fee for these changes (the details of this charge will be outlined on the Be Rota Platform).

Acknowledgements and Liability

Nothing contained in this Agreement shall in any way constitute:

the PAYE Worker as the employee(s) or worker(s) of the Company or the Client; or

the PAYE Worker as the employee of the Company or the employee of the Client,

and the Company confirms that  the PAYE Worker, is engaged under a contract for services (in respect of which, without limitation, the Client does not supervise and/or have the right to control the actions of the  the PAYE Worker in the way that it would if an employment relationship existed).

The parties acknowledge that the Company is not obliged to put the PAYE Worker forward for consideration by the Client for the provision of services and the PAYE Worker is not obliged to provide services to the Client beyond the termination of the relevant Assignment.

The Client acknowledges that the Company is in the business of providing resourcing services which comprise the sourcing and introduction of suitable service suppliers to the Client and the contractual arrangements for the provision of their services to the Client.  Whilst every effort is made by the Company to ensure a reasonable standard of skill, integrity and reliability from the PAYE Worker and to provide the PAYE Worker in accordance with the Client’s requirements, the Company cannot accept responsibility for the quality of the Services provided by the PAYE Worker or their activities while at the Location(s).  Accordingly the Company’s liability is limited as set out in this clause 8.

The Client acknowledges that the Company shall not be responsible for supervising, monitoring or directing (s) and/or PAYE Worker(s) whilst working on Assignment and that accordingly, only the Client is in a position to assess and insure against risks in respect of or during or arising out of the period for which the PAYE Worker is performing the Services.

The charges made by the Company reflect only those PAYE Worker sourcing, selection and introduction services agreed to be supplied by the Company and do not indicate acceptance of any liability for ‘s or the PAYE Worker’s acts or omissions.

Subject to clause 8.8, the Company shall not be liable for any Losses or delay arising from:

any failure to provide the services of the PAYE Worker for all or part of the term of this Agreement;

the negligent, wrongful, dishonest or fraudulent acts or omissions or misrepresentations of the PAYE Worker, including, without limitation, any lack of skill of the PAYE Worker; or

theft of any data or materials or the negligent driving of the PAYE Worker.

the Company shall not be liable for any Losses arising out of:

any act or omission or misrepresentation (whether before or after the date of this Agreement) of the PAYE Worker;

any special, indirect or consequential damages or loss; or

any loss of profit, business, revenue, goodwill, anticipated savings and/or any claims made under third party contracts, arising out of any failure by the Company to perform any obligations under this Agreement.

Nothing in this Agreement shall operate to exclude or limit the Company’s liability for:

death or personal injury caused by the Company’s negligence;

its own fraudulent acts or omissions; or

any other liability which cannot by law be excluded.

The Client shall indemnify and keep indemnified the Company against any Losses incurred by the Company arising out of this Agreement and/or as a result of any breach of this Agreement by the Client.

Confidentiality and Intellectual Property

The Company undertakes to the Client that it shall, and shall require that the PAYE Worker shall:

keep confidential, all information relating to Work Results, Intellectual Property Rights in the Work Results and the Client’s business and affairs (including, for the avoidance of doubt, Payment Rates) (“Confidential Information”) which may become known to it/them in connection with the supply of the Services; and

require that the PAYE Worker shall enter into any and all assignments of Intellectual Property Rights (relating to Work Results) or confidentiality undertakings that the Client may reasonably require it or them to enter into.

Data Protection

Each party warrants to the other that, in relation to this Agreement, it shall comply strictly with all requirements of the Data Protection Laws.  The Client shall keep all information comprising an Introduction (including, without limitation, personal information relating to any PAYE Worker) confidential and undertakes not to use such information for any purpose other than to arrange for the PAYE Worker to supply his/her services via the Company.

Anti-Bribery

The Client acknowledges and agrees that the Company will not tolerate bribery in any form in connection with the conduct of its business.

The Client shall:

comply with all applicable laws, statutes, regulations, codes and guidance relating to anti-bribery and anti-corruption (“Anti-Bribery Laws”), including without limitation the Bribery Act 2010;

not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom;

not do, or omit to do, any act that will cause the Company to be in breach of the Anti-Bribery Laws; and

promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Client in connection with the performance of this Agreement.

The Client shall promptly notify the Company if, at any time during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out in clause 11.2.

Breach of this clause 11 shall be deemed a material breach of this Agreement.

The Client shall indemnify the Company against any losses, liabilities, damages, costs and expenses incurred by the Company as a result of any breach of this clause 11 by the Client (including any consequential loss or damage).

AWR

For the purposes of this clause, the following definitions shall apply:

“Agency Worker” has the meaning given under Regulation 3(1) of the AWR;

“Comparable Pay” means the Pay which would be payable under the relevant Comparable Terms;

“Comparable Terms” means the basic and working employment conditions of an individual as of Day One Of The Relevant Qualifying Period to which an individual would be entitled (including Pay, duration of working time, night work rest periods, rest breaks and annual leave) if they were employed or engaged directly by the Client (including any variations in those relevant terms and conditions made at any time after Day One Of The Relevant Qualifying Period).

The Company and the Client shall each comply with their obligations under the AWR and each party shall cooperate fully with the other in connection with the AWR. In particular, the Client shall provide the Company on a timely basis, with such information as the Company shall reasonably request from the Client to enable the Company to comply with or otherwise evidence the Company’s and/or the Client’s compliance with the AWR and the Client will indemnify the Company for any Losses arising directly or indirectly from the Client: (a) refusing to provide the Company with information; or (b) providing incorrect and/or out of date Information; or (c) failing to update the information on a timely basis.

The Company reserves the right to refuse to make a supply of an Agency Worker where the Company reasonably considers that the Payment Rate may (after deduction of: the Company’s normal recruitment services fee or margin and payment of or payment to a third party in respect of Employer’s National Insurance (where applicable) and any other normal deduction in respect of sums received in relation to an Agency Worker’s services) be less than the relevant Comparable Pay;

The Client shall immediately notify the Company if it receives any complaint, request for information or claim from a PAYE Worker relating to Payment Rate (after deduction of the Company’s normal recruitment services fee) or any other rights claimed under the AWR.  The parties shall work and co-operate together to respond to and resolve any such complaints or claims.  The Client undertakes to provide the Company with any further Information it may request in order to respond to any such complaint, request for information or claim.

General

For the purposes of the Conduct Regulations the Company shall operate as an employment business in relation to the Client (except where any permanent placement results from the Company’s introduction(s) to the Client, in which case the Company shall act as an employment agency).

This Agreement together with each Assignment Schedule constitute the entire agreement between the parties and supersede all previous agreements and arrangements (if any) whether written, oral or implied between the Company and the Client relating to the Services and all such agreements still effective at the date of this Agreement (if any) shall be deemed to have been terminated by mutual consent with effect from the Start Date but without prejudice to any rights which have arisen prior to such termination and so that nothing in this clause 13.2 shall operate to exclude or limit the liability of any party in respect of fraud.

The Client acknowledges that, in entering into this Agreement, it has not relied on any representations by the Company, the PAYE Worker made before the execution of this Agreement other than those expressly set out in this Agreement.

This Agreement is personal to the Client and the Client shall not be entitled to assign or sub-contract its obligations or rights under this Agreement to any third party without the prior written consent of the Company.  The Company shall however be entitled to assign this Agreement to any member of the Company’s Group and, upon such assignment, without prejudice to the assignor’s rights in respect of matters arising prior to such assignment; all references to the Company shall be deemed to refer to the assignee.

Any assignment of this Agreement by the Company in accordance with clause 13.4 shall be subject to the Client’s prior consent (such consent not to be unreasonably withheld or delayed) provided that the Company may assign its rights under this Agreement to any member of the Company’s Group or (for the purposes of normal invoice discounting arrangements) to a reputable commercial finance company.

Time is of the essence for all times, dates and periods specified in this Agreement.

No amendment to this Agreement is effective unless it is in writing (for the avoidance of doubt email and digital signatures will suffice for the purposes of this clause 13.7) and signed on behalf of each party by a person duly authorised by that party.

Any notice required to be given under this Agreement (including the delivery of any timesheet or invoice) shall be in writing signed by a person duly authorised by the sending party (for the avoidance of doubt, a digital signature will suffice for the purposes of this clause 13.8) and delivered by hand, sent by facsimile, e-mail or prepaid first class post to the recipient at its fax number or address specified in this Agreement (or as otherwise notified from time to time to the sender by the recipient for the purposes of this Agreement).

This Agreement shall be governed by and construed in all respects in accordance with English law and the Courts of England and Wales shall have exclusive jurisdiction.

If any provision or any part of this Agreement is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law:

such provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected; and

to the extent permitted by law, the Company and the Client shall negotiate in good faith a substitute to any provision severed under clause 13.10(a) by a provision which is of similar effect but which is not illegal or unenforceable.

None of the provisions of this Agreement is intended to be for the benefit of, or enforceable by third parties (other than permitted assignees of the Company who shall be entitled to enforce the provisions of this Agreement as if original parties to it) and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

Terms of Use for workers

The following terms and conditions (“Terms“) apply to your use of the  Be Rota website (“Be Rota Platform“) which is owned and maintained by Be Rota Limited (“Be Rota”; “we” or “us”) , and the introductory services available from Be Rota via the Be Rota Platform (the “Be Rota Service“).  Users are referred to in these Terms as “you”/”your”. Please read these Terms carefully.  By using the Be Rota Platform and/or using the Be Rota Service you agree that you have read, understood and agree to these Terms (each as amended from time to time).  If you do not agree to these Terms you must not use the Be Rota Platform or use the Be Rota Service.

Introduction

Be Rota is a limited company registered in England and Wales (Company No. 09772134) whose registered office is Devonshire House, 60 Goswell Road, London, EC1M 7AD.

Should you have any questions about these Terms or wish to contact Be Rota for any reason whatsoever, please contact Be Rota by email at helpdesk@rota.com.

Description of Be Rota Service

The Be Rota Platform and the Be Rota Service is an online communications platform via which users can post and search assignment opportunities.  Users will comprise Suppliers (such as personal service companies) and individuals prospectively or actually providing temporary labour services (“Temporary Workers“) to persons seeking services from Temporary Workers (“Clients“).

Be Rota is, when providing the Be Rota Service, acting as an employment business.  Be Rota provides a platform through which Temporary Workers and Clients can connect with each other and where Clients can post assignment opportunities and search for and evaluate assignment candidates, and where candidates can post individual profiles and search for and evaluate assignment opportunities. Be Rota shall match the Temporary Workers to Assignments, according to suitability and then provides the Services of these Temporary Workers to the Client (acting as a contractual intermediary between Clients and Temporary Workers).

In particular, for the purposes of the Conduct of Employment Agencies and Employment Business Regulations 2003 (the “Regulations“), Be Rota is an employment business and supplies work-seekers to hirers.  It is recommended that, if you are a Temporary Worker or prospective Temporary Worker, you undertake the steps set out in the Regulations to ensure your suitability for the role advertised by a Client These could include:

checking the identity of the Client and the nature of its business, the commencement date and duration of the position, the position to be filled including type of work, location, hours and risks to health and safety, experience, training, qualifications and authorisation which the Client considers necessary or are required by law or otherwise to undertake the position or whether there are any requirements imposed by law or otherwise for you to satisfy before taking up a position.

The Client has the obligation to pay Be Rota for the Temporary Worker services.

Registration

To enjoy the Be Rota Service you must register an account through the Be Rota Platform (“User Account“) and in doing so you agree to be bound by these Terms, which shall govern your use of the Be Rota Service.

You are only eligible to register a User Account if, and by registering and creating a User Account you confirm that, you are over 18 years old, you are resident in the United Kingdom, and all information that you use to register is accurate and current.  It is your responsibility to keep all your information up to date.

On registering with us to use the Be Rota Service, you will be issued with a user name and password which must be used in order to access the Be Rota Service.  The user name and password are personal to you and are not transferable.

In order to use the Be Rota Service you must populate the member profile. You warrant and represent that all information provided on registration and contained in the member profile is, and continues to be, accurate and not misleading.

Your user name and password are the methods used by us to identify you and so are very important.  You are responsible for all information posted on the Be Rota Platform by anyone using your user name and password.  Any breach of security of a user name and password should be notified to us immediately.

You may not adapt or circumvent the systems in place in connection with the Be Rota Platform, nor access the Be Rota Service other than through normal operations.

Use of Be Rota Service

The Client takes responsibility for any information or comment (by way of free text or otherwise) that the Client enters into the Be Rota Platform and/or assignment details provided relating to any assignment. Accordingly any claims or disputes that arise from any such information or comment are the Client’s sole responsibility.

The Be Rota Service may only be used by individuals (and suppliers of individuals) seeking assignments as Temporary Workers and by Clients seeking the same.

Your use of the Be Rota Service is subject to any other contracts that you may have with Be Rota. If there is any other conflict or inconsistency between these Terms and the other contract(s) you have with Be Rota the terms of your other contracts shall take precedence.

You agree to use the Be Rota Platform and the Be Rota Service only for lawful purposes and in a way which does not infringe the rights of anyone else or restrict or inhibit anyone else’s use of the Be Rota Service.

You are permitted to download and print content from the Be Rota Platform solely for your personal use.  Be Rota Platform content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any reason without Be Rota’s express written permission.  You are not entitled to use the content of the Be Rota Platform for commercial exploitation in any circumstances, save for the purposes of assignments you receive through us.

By using the Be Rota Platform and/or the Be Rota Service, you agree not to:

use the Be Rota Platform, the Be Rota Service, or any information contained therein in any way that is abusive, threatening, obscene, defamatory, libellous, or racially, sexually, religiously, or otherwise unlawfully discriminatory, objectionable or offensive (including in relation to discrimination laws relating to disability, sex, sexual orientation, race, age, religion or otherwise);

use the Be Rota Service for any unlawful purpose or for the promotion of illegal activities;

attempt to, or harass, abuse or harm another person or group;

use another person’s User Account without permission;

provide false or inaccurate information when registering a User Account, using the Be Rota Service or communicating with other users;

post any assignment where there is a risk to the health and safety of any Temporary Worker;

except where allowed by applicable law, post jobs which require the Temporary Worker to provide information relating to his/her: (i) racial or ethnic origin, (ii) political beliefs, (iii) philosophical or religious beliefs, (iv) membership of a trade union, (v) physical or mental health, (vi) sexual life, (vii) the commission of criminal offences or proceedings, or (vii) age;

attempt to re-register with the Be Rota Service if we have terminated your User Account for any reason;

interfere or attempt to interfere with the proper functioning of the Be Rota Service;

make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;

bypass any measures we take to restrict access to the Be Rota Service or use any software, technology, or device to scrape, spider, or crawl the Be Rota Service or harvest or manipulate data;

use the communication systems provided by or contacts through the Be Rota Service for any commercial solicitation purposes; or

publish or link to malicious content intended to damage or disrupt another user’s browser or computer.

User Content

You are responsible for any content, messages, reviews, feedback or profiles (“User Content“) that you submit post or display on the Be Rota Platform, or transmit to other users of the Be Rota Service.  You will not provide inaccurate, misleading, defamatory or false information onto the Be Rota Platform or to any other user of the Be Rota Service, and all opinions stated as part of User Content must be genuinely held.  You represent and warrant to us that you have the right and authority to post all information you post about yourself or others on the Be Rota Platform.

By submitting, posting or displaying User Content on the Be Rota Platform, you grant Be Rota a worldwide, non-exclusive, irrevocable, perpetual, royalty-free license to reproduce, adapt, distribute and publish such User Content through the Be Rota Service.  Be Rota reserves the right to refuse to accept, post, display or transmit any User Content in its sole discretion and shall comply with data protection laws in relation to sensitive and personal information.

Be Rota may review and remove any User Content that, in its sole opinion, violates these Terms, violates applicable laws, rules or regulations, is abusive, disruptive, offensive or illegal, or violates the rights of, or harms or threatens the safety of, other users of the Be Rota Service.  Be Rota reserves the right to prevent further access to the Be Rota Service for violating the Terms or applicable laws, rules or regulations.

Be Rota does not represent or guarantee the truthfulness, accuracy, or reliability of User Content, derivative works from User Content, or any other communications posted by users of the Be Rota Service nor does Be Rota endorse any opinions expressed by users of the Be Rota Service.

Assignment requests and contract creation (relating to each assignment)

Be Rota will post available assignments on the Be Rota Platform from Clients, and Temporary Workers can request these assignments on the Be Rota Platform. You are solely responsible for your assignment requests on the Be Rota Platform. 

You agree that each assignment request shall not contain inaccurate, false, or misleading information.  Be Rota reserves the right to remove any assignment requests or content from the Be Rota Platform which, in Be Rota’s opinion, does not comply with these Terms or if any of the content is not in the best interests of Be Rota.

You agree that a contract relating to an assignment will be deemed to have been entered into by you with Be Rota on the terms (in the case of a Temporary Worker) set out in [insert link to TW terms] or on the terms (in the case of a Client) set out in [insert link to Client terms] when a Temporary Worker indicates  or has indicated via the Be Rota Platform (in such fashion as is from time to time specified on the Be Rota Platform) that he/she will undertake the relevant engagement  for the Client, and Be Rota indicates, or has indicated, via the Be Rota Platform that it  will engage the Temporary Worker for that assignment.

Temporary Worker checks

By registering a User Account to use the Be Rota Service as a Temporary Worker you consent to Be Rota’s use of your information, including the passing of it onto third parties, so that so far as reasonably possible the accuracy of the information can be checked by or for Clients (“Temporary Worker Checks“).  Be Rota will not seek your further consent prior to any person carrying out the Temporary Worker Checks and you acknowledge that certain sensitive information may be included in the Temporary Worker Checks.  The information which Be Rota will collect is set out below:

Temporary Worker Check

How information is collected from Temporary Worker

Experience and qualifications

Temporary Worker provides details when filling in the online application form.

References

Temporary Worker provides details when filling in the online application form.

Passport / ID/ Work Permit

Temporary Worker brings the original document to the first interview with Be Rota and then Be Rota uploads the scans onto the User Account.

Be Rota does not guarantee the accuracy to Clients of any information and the Client may request further verification from the Temporary Worker regarding this information or the Temporary Worker Checks.

Any additional checks the Client requires can be requested via the Be Rota Platform. These will be notified to the Temporary Worker if and when they are requested.

Liability

While Be Rota reserves the right in its sole discretion to remove User Content, assignment postings, CVs or other material from the Be Rota Platform from time to time, Be Rota does not assume any obligation to do so and to the fullest extent permitted by law, excludes any liability for failing to take any such action.

You agree that the Be Rota Service is provided without warranty and we do not warrant or represent that the Be Rota Service will meet your requirements or that its operation will be uninterrupted or error free.  We do not make any warranty as to the accuracy or reliability of any information obtained through the Be Rota Service. 

The Be Rota Platform may contain links to other websites.  We accept no responsibility or liability for any material supplied or contained on any third party website which is linked from or to the Be Rota Platform, or any use of personal data by such third party or any use by any person of any services provided by any such third party.

We shall only be liable to you for loss or damage caused directly and reasonably foreseeable by our breach of these Terms and our liability in these circumstances is limited as set out below.

In no event shall we, persons who act on our behalf, and/or persons we enter into contracts with be liable for any of the following types of loss or damage arising under or in relation to these Terms (whether in contract, tort (including, without limitation, negligence) or otherwise):

any loss of profits, goodwill, business, contracts, revenue or anticipated savings even if we are advised of the possibility of such loss of profits, goodwill, business, contracts, revenue or anticipated savings;

any loss or corruption of data; or

any loss or damage whatsoever which does not stem directly from, or which results only as a consequence of, any loss or damage caused by our breach of these Terms.

Notwithstanding the above, our total liability (whether in contract, tort, negligence or otherwise) to you, for any loss or damage shall, be limited to £1 million.

Nothing in these Terms shall exclude or limit our liability in respect of death or personal injury caused by negligence or fraud (including fraudulent misrepresentation) or any other liability which cannot by law be limited or excluded.

Indemnity

You agree to indemnify, defend and hold harmless Be Rota and its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers and employees from and against any and all claims, losses, expenses or demands of liability, including reasonable legal fees and costs incurred by Be Rota in connection with any claim by a third party (including an intellectual property claim) arising out of: (i) the materials and content you submit, post or transmit through the Be Rota Platform, or (ii) your use of the Be Rota Platform or the Be Rota Service in violation of these Terms or in violation of any applicable law. 

Term

Be Rota reserves the right, at its sole discretion, to immediately terminate your access to all or part of the Be Rota Platform and the Be Rota Service, to remove your User Account and/or any User Content posted by or about you, from the Be Rota Platform, and/or to terminate your registration with the Be Rota Service, with or without notice if Be Rota determines that you are not eligible to use the Be Rota Services or if you have violated any of these Terms.

Be Rota reserves the right, at its reasonable discretion, to apply procedures to detect and prevent breaches of these Terms or to monitor use of the Be Rota Service generally.  These Terms will remain in full force and effect while you are a user of the Be Rota Platform or a registered user of the Be Rota Service.  Be Rota reserves the right to close your User Account and terminate these Terms with you at any time by providing you with thirty (30) days’ notice if Be Rota ceases to provide the Be Rota Service in the United Kingdom.  Be Rota reserves the right to close your User Account and terminate these Terms with you at any time after a significant duration of inactivity.  If Be Rota terminates your User Account because of a breach by you of these Terms, you agree that you will not seek to register with the Be Rota Service again, whether using the same or a different identity to that under which you were originally registered.

Changes to these Terms

These Terms may be amended by us at our discretion from time to time and the latest version will always be available on the Be Rota Platform.  Any new version of these Terms shall take effect, and will govern the Be Rota Service and your relationship with us: (i) immediately upon the date of posting on the Be Rota Platform where the changes to these Terms relate to a new feature/service or non-material changes, which (in either case) do not reduce your rights or increase your liability to us; or (ii) no less than thirty (30) days after the date of posting on the Be Rota Platform where the changes to these Terms potentially reduce your rights or potentially increase your liability to us.  Please make sure you check for updates to these Terms each time you use the Be Rota Service.

Privacy

You agree that any and all personal information you provide to us may be collected, stored, processed and used in accordance with our current Privacy Policy which can be found at https://www.get-rota.com/privacy. General

If any of the terms and conditions in these Terms are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the rest of these terms and conditions shall remain in full force and effect.

Only you and Be Rota Platform shall be entitled to enforce these Terms.  No third party shall be entitled to enforce any of these terms and conditions, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.

These Terms set out the entire agreement between you and us with respect to your use of the Be Rota Service and supersedes any and all representations, communications and prior agreements (written or oral) made by you.

These Terms are governed by the law of England and Wales.  In the event of any matter or dispute arising out of or in connection with these Terms, you and we shall submit to the exclusive jurisdiction of the courts of England and Wales.

This Agreement takes effect (in relation to an Assignment) in accordance with the contract creation provisions of the Be Rota Terms of Use.

Between:

Be Rota Limited (Company No. 09772134) a company incorporated in England and Wales whose registered office is (Devonshire House, 60 Goswell Road, London, EC1M 7AD (the “Company“); and

the relevant individual who has, via the Be Rota Platform, accepted an Assignment in accordance with the contract creation provisions of the Be Rota Terms of Use.

It is agreed that the Temporary Worker shall provide the Services for the Client in accordance with the terms of this Agreement which is a contract for services.

Definitions and interpretation

In this Agreement, unless the context otherwise requires, the following definitions shall apply:

“Agreement” means the agreement between the Company and the Temporary Worker comprising the terms set out in this document including the Assignment Schedule.

“Application Documents” means any documentation, application form or other written information provided by the Temporary Worker to the Company about the experience, training, qualifications, authorisations and general suitability of the Temporary Worker for performing the Services.

“Assignment” means the assignment as detailed in the Assignment Schedule.

“Assignment Schedule” means the schedule to this Agreement confirming the details of the assignment in respect of which the Temporary Worker’s services engaged including any such details relevant to the Assignment on the Be Rota Platform.

“AWR” means the Agency Workers Regulations 2010

“Be Rota Platform” means the [Be Rota to insert].

“Business Day” means any day (other than Saturday or Sunday) on which clearing banks are open for business in London.

“Check In/Check Out” means any system (as may be further detailed on the Be Rota Platform) that allows the Temporary Worker to record the hours worked by the Temporary Worker upon entry and exit from the Assignment.

“Client” means the Client named in the Assignment Schedule.

“Client’s Group” means the Client, any body corporate of which the Client is a subsidiary (as defined in section 1159 of the Companies Act 2006), any other subsidiary of such body corporate and any subsidiary of the Client.

“Client’s Systems” means Systems made available by the Client to the Temporary Worker for use in relation to the Services.

“Company’s Group” means the Company, any body corporate of which the Company is a subsidiary (as defined in section 1159 of the Companies Act 2006), any other subsidiary of such body corporate and any subsidiary of the Company.

“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003.

“Data Protection Laws” means the Data Protection Act 1998, any applicable statutory or regulatory provisions and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data.

“Force Majeure” means any cause preventing a party from performing any or all of its obligations under this Agreement which is beyond the reasonable control of the party so affected.

“Be Rota Platform” means such secure and confidential platform that Be Rota from time to time operates for Clients and Temporary Workers in connection with the Services.

“Good Industry Practice” means the exercise of the skill, diligence, prudence, foresight and judgment which would be expected from a suitably skilled and experienced person engaged in the same type of work under the same or similar circumstances, applying the best standards currently generally applied in the relevant industry.

“Losses” means any demand, contribution, claim, action, proceeding, liability, loss, damage, costs, expenses, tax, national insurance contributions (to the extent permitted by law) and charges and any related penalties, fines or interest whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred (including without limitation all losses, liabilities and costs incurred as a result of defending or settling any claims).“Systems” means telecommunications systems, IT systems and security systems.

“Terms of Use” means [insert link].

“Work Results” means any item of work carried out and delivered pursuant to this Agreement as part of or arising out of the Services.

Each term starting with a capital letter and not defined in clause 1.1 or elsewhere in this Agreement is as defined in the Assignment Schedule.

Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of this Agreement) and all subordinate legislation made (before or after this Agreement) under it from time to time.

Where the context permits, words denoting:

persons shall include bodies corporate and unincorporated associations of persons;

the singular shall include the plural and vice versa; and

one gender shall include any gender.

The Temporary Worker acknowledges and agrees that the terms of this Agreement shall apply on or before the Start Date and for the term of the Assignment. In the event of any conflict or inconsistency between the Assignment Schedule and the terms in this main agreement the terms of the Assignment Schedule shall take precedence.

Where the Services are, at the request of the Company or the Client, performed wholly or in material part at the premises and/or for the benefit of an End User then all references in this Agreement to the “Client” shall be deemed to include such End User, provided that this clause 1.6 shall be severable and shall not apply to the extent that it would otherwise render any provision of this Agreement void or unenforceable.

Temporary Worker’s obligations

The Temporary Worker shall:

throughout the term of the Assignment supply the Services in accordance with Good Industry Practice at all times taking responsibility for the way in which the Services are performed;

deliver completed timesheets (in a form approved by the Company as set out on the Be Rota Platform or alternatively via the Check-In/Check-Out mechanism) weekly to an authorised representative of the Client for signing or electronic approval and return the same to the Company; and the Temporary Worker:

shall contact the Company immediately if it envisages or is experiencing any problems which may delay or have delayed the delivery of timesheets to the Client in accordance with this clause 2.1(b);

acknowledges that failure by the Temporary Worker to deliver and return any timesheet or Check In/Check Out may delay payment to the Temporary Worker while the Company makes enquiries to verify the hours worked;

acknowledges that the Company invests time and resource in obtaining appropriately authorised timesheets from the Client and accordingly the Company reserves the right to withhold 10% of the amount claimed by the Temporary Worker in respect of the hours recorded/not recorded by him in the timesheet or in respect of hours where the Temporary Worker failed to Check In/Check Out for the relevant period until such time as a complete and accurate timesheet/reflection of hours worked is provided by the Temporary Worker and approved by the Client;

agrees that failure by the Temporary Worker to deliver and return any timesheet or failure by the Temporary Worker to Check In/Check Out shall constitute a breach of this Agreement entitling the Company to terminate the Agreement and claim damages against the Temporary Worker for any Losses suffered or incurred by the Company; and

confirms that, by signing this Agreement, the Temporary Worker is aware that it could be a criminal offence to falsify any timesheet or falsely Check In/Check Out, for example by claiming that the Services were supplied for hours for which they were not in fact supplied;

provide the Services from the Start Date until the End Date during the hours set out in the Assignment Schedule;

comply with all health and safety, site and security regulations applicable at the Location(s) to the extent that they apply to the type of work required for the provision of the Services;

comply with all the Client’s regulations, policies and protocols as notified by the Client, (including any policies in relation to searches of the Temporary Worker and their property), and/or the Company from time to time except where such regulations and policies relate solely to employees of the Client;

comply with the Client’s IT security policies and protocols when accessing or using the Client’s Systems (which it may only do with the consent of the Client);

not engage in any conduct detrimental to the interests of the Company or the Client, including, without limitation, any conduct likely to bring the Company or the Client into disrepute;

supply to the Company copies of any relevant qualifications or authorisations that the Temporary Worker is required by the Client of by law or any professional body to have in order to provide the Services to the Client; and

indemnify the Company against all Losses incurred by the Company arising out of any wilful, negligent, wrongful or fraudulent act or omission of the Temporary Worker.

Payment of fees

Subject to clause 2.1 and subject to the Temporary Worker performing the Services in accordance with this Agreement, the Company shall pay the Temporary Worker fees calculated on the basis of the Payment Rates as set out in the Assignment Schedule, (the “Fees”) by BACS transfer in arrears fortnightly, 1 week in arrears.

The Temporary Worker shall only be entitled to receive Fees based on Payment Rates other than the Normal Rate where the Client has authorised the relevant work to be done at such rates.

The Company will (as required by law) deduct income tax, National Insurance contributions and social security levies (if any) from the Fees and will remit such sums to the appropriate authorities.

The fee is inclusive of all fees, bonuses, commission, holiday pay or other emoluments referable to the Assignment, whether payable under contract or otherwise, but excluding those payments or rewards as listed in Regulation 6(3) of the AWR.

When breaking down how the Temporary Worker receives its Fee, the Company may be required to not only ensure that the overall Fee that the Temporary Worker receives is not less than a “comparable employee” within the meaning of Regulation 5(4) of the AWR (including any individual working for and under the supervision and direction of the Client and engaged in the same or broadly similar work as the relevant Temporary Worker having regard, where necessary, to whether they have the same level of qualification and skills (“Deemed Comparator”)), but also that each individual component of Pay (as defined under the AWR) that the Temporary Worker receives is no less than what a Deemed Comparator receives.

Whilst the Company is confident that the Temporary Worker’s Fee covers aggregate pay at a rate that is higher than a Deemed Comparator’s aggregate pay, it may not always be clear to the Company how each individual component is paid to the Comparator. However, where it becomes apparent that employment tribunals take the view that each individual component of Pay is to be treated separately and/or the company receives detailed information from the Client or any other person about the individual components of Pay then the Company shall be entitled at any time to reissue the Temporary Worker’s payslip, detailing and separating out how much of each component of Pay is paid to the Temporary Worker.

Where the Temporary Worker is entitled to a performance related bonus, the Temporary Worker will comply with any requirements of the Company or the Client relating to the assessment of the Temporary Worker’s performance for the purpose of determining entitlement to such bonus and the amount of any such bonus. If the Temporary Worker satisfies the relevant assessment criteria, the Company will pay the Temporary Worker the bonus less any deductions that the Company is required to make by law [on a conditional accelerated benefits basis and will therefore be rolled up within the Temporary Workers weekly pay.]

From time to time, a Deemed Comparator may receive bonuses which fall outside of the AWR’s scope. However, the Company’s position is that, where this is the case, these bonuses, although they may not be performance related bonuses, or may not relate to the type of work the Temporary Worker does, or the period of time that the Temporary Worker has worked for (and therefore do not fall under the AWR) will be paid on contingent basis to the Temporary Worker as if the Temporary Worker was entitled to them. They will be provided to the Temporary Worker on a conditional accelerated benefits basis and will therefore be rolled up within weekly pay.

The Temporary Worker’s right to receive any such bonus (to which it is not entitled to under the AWR) remains conditional (in accordance with clause [3.6] below for a period of three months from the final date of the Temporary Worker’s Assignment.

Pursuant to Clause [3.8] above, if the Temporary Worker brings a future equal pay claim under the AWR, the Company reserves the right to review whether the Temporary Worker was entitled to any bonuses under the AWR that it has received during the course of its Assignment. Where the Company finds that the Temporary Worker was not entitled to a bonus, the Company reserves the right to either claim the bonus back from the Temporary Worker or set-off the amount of the bonus against any sums the Company may be liable to pay the Temporary Worker in relation to any equal pay claims (to be decided at the sole discretion of the Company).

The Temporary Worker shall pay, either by deduction from the Fees or any other method acceptable to the Company, for:

any Losses sustained in relation to the property or monies of the Company, the Client, or customer, visitor or employee of the Company or the Client, during the course of the Assignment caused through the Temporary Worker’s carelessness, negligence, recklessness or through the Temporary Worker’s breach of the Client’s rules or any dishonesty on the Temporary Worker’s part;

any amounts of remuneration, expenses or any other payments which are overpaid to the Temporary Worker whether made by mistake or through any misrepresentation or otherwise;

(on termination of the Assignment) any holiday pay paid to the Temporary Worker in respect of holiday granted in excess of the Temporary Worker’s accrued entitlement; and

any other sums owed to the Company by the Temporary Worker, including, but not limited to, outstanding loans or advances, or relocation expenses.

The Company shall be entitled to set off against any sum it may be liable to pay the Temporary Worker any sums the Temporary Worker may be or become liable to pay the Company in connection with this Agreement, including, for the avoidance of doubt, any sums payable by the Temporary Worker to the Company under clause 3.11.

Subject to the terms of this Agreement, the Company undertakes to pay monies due to the Temporary Worker in respect of the Services carried out by the Temporary Worker under this Agreement whether or not the Company has received a corresponding payment from the Client in respect of such Services.

Unless otherwise agreed in writing, the Temporary Worker shall not be entitled to claim from the Company (or the Client) any expenses incurred in connection with the performance of the Services.

Working hours

The Temporary Worker is expected to comply with any reasonable request of the Client to work hours over and above the Normal Working Hours set out in the Assignment Schedule subject to the requirements of the Working Time Regulations 1998 regarding daily and weekly breaks.

The Temporary Worker agrees that for the term of this Agreement the 48-hour limit on average weekly working time under the Working Time Regulations 1998 shall not apply, save that the Temporary Worker shall be entitled to withdraw such agreement on one months’ written notice to the Company.

Annual leave

The Temporary Worker will be entitled to accrue, on a pro rata basis, 28 days of paid annual leave per holiday year.  Payments for annual leave will be calculated on the basis of the Normal Rate.

On completion of 12 continuous calendar weeks, the Temporary Worker may be entitled to paid and/or unpaid annual leave in addition to the Temporary Workers entitlement under clause 5.1.  In those circumstances, the Company will inform the Temporary Worker of any such entitlement, the date from which such entitlement will commence and how payment for such entitlement accrues.

The Temporary Worker shall endeavour to co-operate with the Client’s requirements at all times.  Holiday may only be taken on written notice by the Temporary Worker to the Company of at least twice the intended length of the holiday and with the Client’s prior approval.  The Temporary Worker must record all authorised holiday in the relevant timesheet.

Bank holidays and public holidays are working days and the Temporary Worker will normally be expected to work on these days although the Temporary Worker may book and take them as part of their annual leave.  Such days not worked will be unpaid unless taken as paid annual leave using the entitlement set out in clause 5.1.

For the purposes of this Agreement, the holiday year will be the 12 month period commencing on the 1st April (and, if applicable, each subsequent 12 month period).  All entitlement to leave must be taken during the course of the holiday year in which it accrues and none may be carried over into the next holiday year.  The Company is not required by law to make any payment in lieu of unused holiday at the end of the holiday year.

Sickness and other absence

The Temporary Worker shall not be entitled to any contractual payment from the Company for absence due to sickness or any other reason (save for holiday absence in accordance with clause 5).  This shall not affect any entitlement the Temporary Worker may have to receive statutory sick pay.

If the Temporary Worker is unable to provide the Services to the Client by reason of sickness, injury, emergency or bereavement on any day when due or expected to provide the Services to the Client, the Temporary Worker shall notify both an appropriate representative of the Company by 9.30am that day or 2 hours before the Start Date (or as soon as practicable thereafter) stating the reason for absence.

Temporary Worker’s status

The parties acknowledge that the Temporary Worker is not the employee, agent, partner or servant of the Company (or the Client) and accordingly:

this Agreement is not an exclusive arrangement and (subject to clause 2.1(g)) nothing in this Agreement shall prevent the Temporary Worker from engaging in other services for any third party;

the Company is not obliged to put the Temporary Worker forward for consideration by the Client for the provision of services nor is the Temporary Worker obliged to provide services to the Client beyond the termination or expiry of this Agreement;

the Temporary Worker shall comply with all legal and fiscal obligations of the country in which the Services are performed including but not limited to the Working Time Regulations 1998 or local equivalent (if applicable) and any requirement to register residency;

the Temporary Worker shall comply with the provisions of the Immigration, Asylum and Nationality Act 2006 (the “Act”) in all relevant respects and, if it is subject to immigration control for the purposes of such Act, the Temporary Worker warrants that he is not (in relation to such leave) subject to any conditions which may preclude or have an adverse effect on the provision of the Services; and

the Temporary Worker shall indemnify the Company (or, as the case may be, the Client) from and against any Losses which the Company (or, as the case may be, the Client): may suffer or incur as a result of the failure of the Temporary Worker to comply with any of the representations, warranties and/or undertakings in this clause 7; and/or would not have suffered or incurred but for:

the Temporary Worker claiming to be; and/or

some official, public body or authority for any purpose regarding the Temporary Worker as,

an employee of the Company (or, as the case may be, the Client) or otherwise entitled to any rights or benefits that employees enjoy.

Confidentiality and Intellectual Property

The Temporary Worker shall:

keep confidential all information relating to the Company’s, the Client’s or any other Company client’s business and affairs (including, for the avoidance of doubt, Payment Rates) (“Confidential Information”) which may become known to it in connection with the supply of the Services or this Agreement;

not use any Confidential Information except for the purposes of performing the Services;

without delay enter into any and all assignments of intellectual property rights (relating to the Work Results) or confidentiality undertakings that the Company or the Client may require it to enter into;

not without the Client’s express written permission remove from the Client’s premises any material containing any Confidential Information; and

on request, return to the Company (or any other entity as the Company may direct) all material in its possession or control and belonging to the Client or the Company and/or containing Confidential Information.

The Temporary Worker hereby assigns to the Company (or the Company’s Nominee) all present and future intellectual property rights in or relating to the Work Results including, without limitation, the right to sue for past infringements.

The Temporary Worker shall from time to time do all such acts and things and sign all such documents (without cost to the Company or the Client) at the request of the Company as may be necessary to perfect the assignments referred to in clause 8.1(c).

Termination

This Agreement shall automatically expire at close of business on the End Date save that if the Assignment has not been completed by the End Date and the Client has confirmed to the Company that it wishes to extend the Assignment expiry shall be upon the date of actual completion of the Assignment as notified by the Client to the Company.

This Agreement may be terminated prior to the End Date by the Company by notice with immediate effect (or, for the purpose of clause 9.2(i)(i) only, by the same period of notice as the Company receives from the Client, less one day) if:

the Temporary Worker fails to attend the Location to provide the Service;

the Temporary Worker fails to return completed signed timesheets in accordance with the provisions of clause 2.1(b);

the Company becomes unable to commence, continue or completely perform its obligations under this Agreement by reason of Force Majeure affecting the Company and/or the Client and which is not within the respective control of the Company or the Client;

the Temporary Worker has in relation to this Agreement committed an act or omission of dishonesty, incompetence or negligence; or is convicted of any indictable criminal offence (other than, where the Services do not require the Temporary Worker to drive, a road traffic offence for which a penalty of imprisonment is not imposed); or becomes bankrupt, applies for, or has made against him, a receiving order or makes any composition with his creditors;

the Company receives or obtains information which gives the Company reasonable grounds to believe that the Temporary Worker is unsuitable to provide services for the Client; or, if the information indicates that the Temporary Worker may be unsuitable, that the Company has reasonable grounds to believe that the Temporary Worker is unsuitable after the Company has made such enquiries as are reasonably practicable as to such suitability;

the Temporary Worker fails to provide to the Company any information requested by the Company on or prior to the Start Date;

the Company has reason to believe that the Client will not meet its payment obligations;

the Temporary Worker is asked to undertake work for which he is not suitably qualified;

for any reason the Client:

terminates its corresponding agreement with the Company; or

cancels its requirement for the Services prior to the Start Date, in relation to the provision of the Services by the Temporary Worker, and, for the avoidance of doubt, the Company shall incur no liability for Losses in connection with any such termination.

This Agreement may be terminated prior to the End Date by the Company by notice of the Company’s Notice Period or (if applicable) by the Temporary Worker by notice of the Temporary Worker Notice Period.

Termination or expiry of this Agreement shall be without prejudice to the rights of the Company and/or the Client arising directly or indirectly out of the acts and/or omissions of the Temporary Worker prior to, in connection with or as a result of such termination or expiry.

Without prejudice to clause 9.2 the Temporary Worker shall indemnify the Company from and against any Losses for which the Company may be liable under the terms of its contract(s) with the Client and which arise as a direct or indirect result of the negligence of or breach of this Agreement by the Temporary Worker.

Details and identity of Temporary Worker

The Temporary Worker warrants:

the correctness of the information supplied to the Company in any Application Documents;

that the Temporary Worker has the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law or by any professional body for the Temporary Worker to possess in order to perform the Services; and the Temporary Worker shall, at the request of the Company, provide confirmation of its identity and written references and co-operate in any checks in relation to experience, training, qualifications and authorisations relevant to the performance of the Services;

that the Temporary Worker has no criminal convictions which would reasonably affect the Company’s and/or the Client’s decision to allow the Temporary Worker access to the Location(s), the Client’s Systems or to provide the Services;

that the Temporary Worker is willing (or would be so willing if it were an individual) to work in the position the Client seeks to fill (to the extent that it is accurate to describe the provision of the Services under this Agreement as “working in a position”); and

that the Temporary Worker is not prevented by any other agreement or arrangement or any restriction (including, without limitation, a restriction in favour of any employment agency, employment business, or client) from fulfilling in full their respective obligations under this Agreement.

The Company reserves the right to carry out, or instruct a third party to carry out, electronic identity checking procedures, to verify the identity of the Temporary Worker.

The Temporary Worker consents to the Company, or any third party instructed by the Company, carrying out the identity checks as set out in clause 10.2.  For the avoidance of doubt, the electronic identity checking procedure is not a credit reference check and as such, will not affect the credit rating of the Temporary Worker.

The Temporary Worker consents to the Company, or any third party instructed by the Company, carrying out photographs of temporary worker and utilising these in marketing material. 

Data Protection

The Temporary Worker warrants that:

in relation to this Agreement, it shall comply strictly with all provisions applicable to it under the Data Protection Laws; and

shall not do or permit anything to be done which might cause the Company or the Client to breach any Data Protection laws.

The Temporary Worker consents to the Company and the Client:

processing the Temporary Worker’s personal data for purposes connected with the provision or otherwise in contemplation of providing the Services, such as the collation of reviews on the Temporary Worker, contract administration and the payment of the Temporary Worker; and for any purposes connected with the performance of this Agreement; and

exporting and/or processing the Temporary Worker’s personal data in jurisdictions outside the European Economic Area for purposes connected with the performance of this Agreement.