TERMS & CONDITIONS AGREEMENT
This Terms & Conditions Contract is between the Agency & the Client.
In this terms & conditions the expressions shall be given the following meanings:
“Agency” means Amy Jane Fowler trading as the name AJF Childcare as a Recruitment Agency and an Employment Business.
"Client” is the person, often the parent's or guardians, or company, who contacts the Agency with a view to employ or hire a candidate who has been introduced to by the Agency.
"Candidate"means a person introduced by the Agency to the Client to be considered for Employment by the Client or hired as an Agency Worker supplied by the Agency, this may include but is not limited to, nanny, babysitter, maternity nurse, parent's helper, housekeeper, personal assistant, tutor, and other childcare professionals and household staff.
“Agreement” means the agreement between the Agency and the Client for the provision of the Services incorporating in these Terms and Conditions as evidenced by the acceptance by the Agency of the Client’s Instructions.
“Engagement or Engaged or Engage(s)” means the engagement, the employment or use of the Candidate or Agency Worker, or other use, directly or indirectly and whether under an agreement of services, or contract of employment, and on a permanent, temporary or other basis, of a Candidate, by or on behalf of the Client, whether or not that Agreement is in writing but in any case, where the Client provides remuneration (whether monetary or otherwise) to the Candidate following an introduction by the Agency.
"Temporary Engagement" is a placement for any period less than six consecutive months.
“Permanent Engagement” is an Engagement of Employment for any period more than 6 consecutive months.
“Services” is an introduction service whereby a Client is introduced to one or more Candidates to work for the Client providing nanny services and other types of household staff that the Agency introduces.
“Fee” means money payable to the Agency by the Client for the services provided by the Agency and the Engagement of the Applicant.
"Agency Worker" means one or more persons introduced or supplied by the Agency to the Client with a view to that person carrying out work for the Client, the Agency is the employer of the Agency Worker.
“Hire" is to obtain the use of a candidate through a contract of services, whereby the Candidate is supplied by the Agency to carry out work for the Client.
1.1 By using our services and registering with us, you are agreeing to our terms and conditions set out here in this agreement.
1.2 The Client must complete the relevant Client registration form and agree to these terms and conditions before the Agency introduces the Client to the candidates. The Client may do this online.
1.3 In the initial process of engaging a Candidate, the Client is not permitted to communicate with any Candidates that the Agency introduces to them unless it is through the Agency, the Agency must be made aware of any discussions or agreements made between the Client and the Candidates introduced.
1.4 The Client holds full responsibility for informing the Agency immediately upon enlisting the Candidate’s services whether the Client intends to engage a Candidate on a permanent or temporary basis, any attempts to bypass the Agency fee's will lead to a surcharge. (See Section 3.8)
1.5 When a Client uses a candidate placed by the Agency for ad-hoc bookings, the Client must continue to make booking's through the Agency unless the Client has paid the Agency a permanent placement fee, if the Client would like to engage the Candidate for further work, the Client is to inform the Agency and the Agency will invoice the Client accordingly, whether this be for a Temporary Engagement or a Permanent Engagement.
1.6 The Client hereby agrees to engage the Agency to provide the Client with the engagement of a suitable
candidate,the Agency shall do the following;
The locating, matching and placement of a suitable Candidate to the Client based on information gathered from the Client and check the Candidates suitability based on the job description and requests from the Client.
The Agency is to ensure that they gather the relevant information of all Candidates and fully vet each Candidate that is introduced to the client. The Agency is to ensure that the Candidate being placed is DBS checked, first aid trained and holds relevant qualifications for the job requirement's or has the appropriate experience of working with children or experience in that specific job role, this may not always be completed before the desired start date of the Candidate. (See section 4.7)
1.7 For the Services to be provided in accordance with governing law, the Client must disclose to the Agency if any filming equipment or voice recording devices including but not limited to hidden cameras will be used where the Candidate will work, such information may be disclosed to the Candidate. The Client need not inform the Agency of the location of any such devices, just the existence thereof, hidden cameras must not be placed in private areas such as restrooms, guest bedrooms or areas where the Candidate may need to change clothing.
Confidentiality & Liability
2.1 All written and oral information and material disclosed or provided by the Client to the Agency under these terms is Confidential Information regardless of whether it was provided before or after the Client registered or how it was provided to the Agency.
2.2 Whether the Agency introduces the Candidates to the Client, directly or indirectly, such introductions are confidential. If the Client or a member of the Client’s staff or any acquaintance or associate of the Client, passes on any Candidates introduced to any other person or persons within 1 year of the Candidate’s introduction to the Client by the Agency, resulting in the engagement of the Candidate, the Client shall be liable for payment of the full fee in accordance with the the Agency’s Fee Structure for permanent placements. When the Agency introduces the Candidates to the Client, directly or indirectly, is confidential and such introductions. If the Client or a member of the Client’s staff or any acquaintance or associate of the Client, passes on any Candidates introduced to any other person or persons within 1 year of the Candidate’s introduction to the Client by the Agency, resulting in the engagement of the Candidate, the Client shall be liable for payment of the full fee in accordance with the the Agency’s Fee Structure for permanent placements.
2.3 The Agency will not be held liable for the employment of the Candidates, and the Client must ensure that they check their own responsibilities as an employer and the Client must ensure that all legal obligations as the Candidates Employer have been met, the Agency will not be held liable for any mistakes made within the Client's employment responsibilities for the Candidate.
2.4 Our Agency is dedicated to offering an excellent service, our recruitment consultant's are experienced with many happy Client's and successful placement's, and aims to ensure however cannot guarantee the suitability of the candidates introduced. Suitability includes however is not limited to the candidates, honesty, reliability, professionalism, and overall work ethic. Under any circumstances the Agency cannot be held liable for any loss, damage, expense, death, problems, accident's and injuries or compensation suffered or incurred of any nature by the Client, arising directly or indirectly from an act by any Candidate introduced to the Client by the Agency, or, to the extent permitted by law, in respect of services provided by the Agency, even if such act or omission is negligent or fraudulent or reveals any dishonesty
2.5 In providing the Services under this Agreement it is expressly agreed that the Agency is acting as an independent Agency and not as an employee. The Agency and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively an agreement for services.
3.1 Invoices submitted by the Agency to the Client are due within seven days from the date of the invoice. Invoices will be issued as soon as as the candidate accepts the Employment verbally or in writing.
3.2 All fees not settled in accordance with the Agency’s Terms & Conditions of Business are subject to an additional surcharge of a total of 10% of the original invoice plus a £20 admin for for the re-issue of the invoice, each re-issue of an invoice may occur every 7 days, no VAT will be charged.
3.3 Payment is accepted via Bankers Automated Clearing Services – BACS.
3.4 Invoices for the engagement of a temporary employment, will be charged 1 week upfront, the invoice must be settled within 3 days of the date of issue, failure to settle the invoice may delay the start date of the candidate.
3.5 The Agency's Fee's will only be charged for successful placements;
A non-refundable Search charge Fee of £100, is to be paid by bank transfer by the Client, this will cover the initial search for the placement of a Candidate and any other additional search for a Candidate in the future subject to these Terms and Conditions. If after 60 days from receipt of the Registration Fee by the Agency, the Client has not been presented with at least two Candidates, the Client is entitled to a full refund of the Registration Fee. The Search charge Fee will be deducted off the final placement fee.
Permanent Engagement: Should the Client choose to engage a Candidate for permanent employment of a Candidate the Agency will charge the Client a fee that is equivalent to two weeks of the Candidates agreed weekly salary.
Temporary Engagement: Should the Client choose to engage a Candidate for temporary employment of a Candidate the Agency will charge the Client a fee of £60.00 per week
Should the Client choose to engage a Candidate for temporary employment of a maternity nurse or introduction to use a maternity nurse's self employment services on a temporary basis the Agency will charge the Client a fee of £70.00 per week
Should the Client choose to engage a Candidate for temporary employment for a one off booking or a babysitting booking the Agency will charge the Client a fee of £10.00 per 24 hours per staff
Should the Client choose to engage a Candidate for temporary employment for an emergency booking the Agency will charge the Client a fee of £20.00 per 24 hours per staff
3.6 Agency Worker Fee's in particular;
A temporary position or fixed term contract is a placement agreed in writing by the Agency as being a temporary placement prior to the commencement of a Clients search. A placement can never be considered to be temporary if it exceeds a six month period.
If the Client intends to use an Agency Worker on a permanent basis, being more than six consecutive months then the Client must inform the Agency via the registration form or in writing.
If the Agency is required to source a Candidate to hire then a non-refundable Search charge Fee of £100, is to be paid by bank transfer by the Client, this will cover the initial search for the sourcing of a Candidate and any other additional search for a Candidate in the future subject to these Terms and Conditions. If after 60 days from receipt of the Registration Fee by the Agency, the Client has not been presented with at least two Candidates, the Client is entitled to a full refund of the Registration Fee.
Event's and Wedding Nannies will be charged at £15 per hour per staff hired, events and wedding nannies require a 20% deposit to secure the Clients booking, this is non - refundable if the Client cancels.
Hourly rates vary dependent upon but not limited to the Candidates experience, job title, qualifications , roles and responsibilities. Hourly rates start from £13 per hour per staff, the exact hourly rate will be agreed in writing prior to the Agency Worker's commencement date.
3.7 If the Client has agreed and confirmed working dates with the Candidate and the Client wants to offer the Candidate extra work and want's to extend any placement of a Candidate, from a temporary position to a full-time position for a further period of time, the Client must pay the Agency an additional Placement Fee in order to pay the full Agency Permanent Placement Fee
3.8 The Client is responsible for paying any temporary Candidate separately and directly. Should the Client choose to make a temporary employment of a Candidate introduced (directly or indirectly) by the Agency permanent within 2 years of the Agency’s introduction of the Candidate to the Client, the Client is liable to pay the difference between the temporary engagement fee and what the actual permanent engagement fee.
3.9 If the Candidate is solicited to work for the client with the intention of bypassing the agency fees; if the Client does not hire a Candidate following the initial introduction by the Agency although after approaches the Candidate directly (not through the Agency) offering employment, the Client shall be liable to pay the full Agency Placement Fee plus 25% penalty surcharge.
3.10 There are no refunds due should the Client cancel the booking or reduce the days required once the booking has been made and confirmed on both sides. In cases where a Candidate is employed for specified dates but continues to work for the Client afterwards or is allowed to remain in the household on a paid or unpaid basis beyond the specified dates, then the Client will be charged the appropriate additional fee. The client will be liable to pay the Candidate the agreed rate for days they have booked even if they cancel them.
4.1 The Agency will advise and support the Client in setting up the employment of their Employee and ensure the Employee's are up to date with DBS checks and training and monitor the Employee's progress for the first year.
4.2 It is the Clients responsibility to pay the Candidate by running payroll and it is the Client's responsibility to ensure that all reasonable measures have been taken to ensure the health and safety of their employee.
4.3 The Agency can advise the Client on the best rates to pay the Candidate.
4.4 The Clients (‘You’ Employer’) legal obligations as an employer must to do and agree to do the following;
Run payroll and deduct tax and national insurance and any other lawful deductions and report to HMRC. If you do not pay HMRC on time you may incur a late payment penalty and interest may be added on the outstanding owed.
Operate a pension scheme and you and your employee must contribute to it, you can check if your employee is eligible to be auto - enrolled.
Hold Employers Liability insurance .
Provide your employee with a tailored nanny contract or a contract that is tailored to the candidates job title including information in regards to duties and salary, we request a copy of this prior to the candidate accepting the job (See section 4.6).
Reimburse your employee of expenses incurred while working , including mileage allowance.
The Agency advice that you pay for your nanny to hold public liability insurance, also known as nanny insurance.
If you require your nanny to be OFSTED registered then the Agency advice you cover the cost of this which is £103 a year, if your nanny is OFSTED registered you can pay using tax free childcare & childcare vouchers.
If you wish for your employee to take extra training, as the Employer you must cover the cost of this.
As the Employer, you are held liable to check all of your own employer responsibilities when employing someone and ensure that you fulfill your legal obligation's.
4.5 The Agency agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Agency has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
4.6 The Agency does not accept any responsibility for the Client and Candidate’s employment contract and such matters are to be arranged between the Client and Candidate.
The Agency may offer a template Employment Contract, which the Client may use as reference or guidance. Once the contract between the Client and Candidate is drawn up, the Client is responsible for submitting a copy to The Agency, this is in line with The Conduct of Employment Agencies and Employment Business Regulations 2003 (effective April 6, 2004). The Agency does not accept liability for any losses, personal injury or death resulting from its negligence. The Client holds full legal responsibility for their employee’s Tax and National Insurance deductions and any other lawful deductions and also any other employer responsibilities.
4.7 During the vetting of the Candidates, the Agency will also obtain the candidates references, it is the Client's responsibility to take reasonable steps to ensure the Client is satisfied with the candidates suitability for Employment, by inspecting any references and documentations themselves prior to the Employment.
The Client is responsible for inspecting the candidates original documents as it is not always possible for the Agency to inspect them. The Agency does not give any warranty for the suitability, history, character, age, honesty or capability of the Candidate and will not be liable for any negligence on the Candidates part.
The Agency takes all steps and measures to ensure the suitability of candidates and the Candidates right to work in the UK, although the Agency does accept liability for any inaccuracies within references and document's obtained.
5.1 If the Client's permanent employee leaves within 2 weeks of the candidates start date then the Agency will refund the Client 85% of the permanent engagement fee, if the Client's permanent employee leaves within 4 weeks of the candidates start date then the Agency will refund the Client 75% of the permanent engagement fee, if the Clients Employee leaves or is within reason dismissed between 4 weeks and 12 weeks of starting, the Agency will find the Client another Employee at no extra cost, providing all of the following conditions have been met; if all of the following conditions are met:
The Client contact's the Agency within 24 hours of the candidate's notice of termination to inform the Agency of such events.
The Client did not make any amendment's to the original contract that was submitted to the Agency, including any verbal changes, also including but not limited to the change of work address, job description, hours and pay.
The candidate did not resign due to changes to the Candidates employment agreement, working conditions, or the Client placed unreasonable demands and strains upon the candidate.
The Client did not terminate the employment, or treat the candidate unfairly, or discriminate against the candidate in anyway, or be verbally or physically aggressive towards the Candidate.
The Client has allowed the Agency to be the sole Agency engaged by the Client to recruit a suitable alternative candidate within 4 weeks from the date of the candidate's notice of termination and the Client has not employed another person not introduced by the Agency or engaged another candidate introduced by the Agency.
The Client still intends to employ a replacement or other person's.
The Client fulfilled their responsibilities set out in this agreement and other legal responsibilities.
The Client paid the full engagement fee within 7 days of the date on the invoice.
Extended Terms and Conditions for the Supply of Temporary Staff by an Employment Business
(1) Agency means Amy Jane Fowler trading as the name AJF Childcare as a Recruitment Agency and an Employment Business.
(2) Client is a person, often the parent's or guardians, or company, who contacts the Agency with a view to hire a temp who has been introduced to by the Agency, the Agency presumes the Client intends to employ the Temp at the end of the assignment.
By using our services and hiring temporary staff and registering with us, you are agreeing to our terms and conditions set out here in this agreement. NOW IT IS AGREED AS FOLLOWS:
1.1 The definitions and rules of interpretation in this clause apply to this agreement.
“Assignment” means the period during which a Temp performs services or carries out work for or on behalf of the Client or agreed between the Client and the Agency, commencing at the time the Temp first reports to the Client to take up duties (or, if earlier, the commencement by the Temp of such work or services) and ending upon the cessation by the Temp of all such work and services.
“AWR 2010” means the Agency Workers Regulations 2010 (SI 2010/93).
“Business Day” means a day other than a Saturday, Sunday or public holiday when banks in London are open for business.
“Introduce” means the provision to the Client of information by the Company by way of a curriculum vitae or in such format as the Client may from time to time require which identifies the Temp and Introduction and Introduced shall be construed accordingly.
“Other Qualifying Payments” means any remuneration payable to the Temp (other than the basic hourly rate), which is not excluded by virtue of regulation 6 of the AWR 2010, such as any overtime, shift premium, commission or any bonus, incentive or rewards which are directly attributable to the amount or quality of work done by a Temp and are not linked to a financial participation scheme (as defined by the AWR 2010).
“Qualifying Period” means the 12-week qualifying period as defined in regulation 7 of the AWR 2010, subject to regulations 8 and 9 of the AWR 2010.
“Qualifying Temp” any Temp who at the relevant time is entitled to the rights conferred by regulation 5 of the AWR 2010 and in particular has been provided to the Client (whether by the Company or any third party) for the Qualifying Period and in respect of whom the Company, has complied with its obligations under clause 2.
“Relevant Period” shall have the meaning set out in regulation 10(5) and (6) of the Conduct Regulations 2003.
“Relevant Terms and Conditions” means the relevant terms and conditions for any particular Qualifying Temp as defined in regulation 6 of the AWR 2010.
“Screen” means carry out pre-vetting checks to the level and criteria as required by the Client from time to time and Screening shall be construed accordingly.
“Temp” means any person who is Introduced or supplied by the Agency to the Client with a view to carrying out work for the Client not as an employee of the Client, who is deemed to be an agency worker for the purposes of regulation 3 of the AWR 2010.
“VAT” means value added tax chargeable under the Value Added Tax Act 1994.
1.2 References to the Client shall unless the context indicates otherwise be deemed to refer to the Client and any company which is directly or indirectly a subsidiary or holding company of the Client or a subsidiary of any such holding company.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 Words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender and vice versa.
1.5 The Schedules form part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the Schedules.
1.6 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2 Obligations of the Agency
2.1 These Terms set out the agreement between the Agency and the Client for the supply of Temps by the Agency to the Client. For the purposes of the Conduct Regulations 2003, the Agency acts as an employment business in relation to the Introduction and supply of Temps pursuant to this agreement.
2.2 The Agency shall use reasonable endeavours to Introduce to the Client a suitable Temp to carry out work for the Client of such nature as the Client shall notify to the Agency when placing its order for a Temp. The Client accepts that no warranty as to the suitability of the Temp can be given by the Agency.
2.3 The Agency agrees to Screen all Temps and ensure that the Temps have the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work on the Assignment (including, where relevant, an appropriate Disclosure and Barring Service criminal records check); whether the Temps are employed by the Agency under a contract of service or apprenticeship or a contract for services; and Introduce to the Client only Temps who meet the minimum criteria for the position as set out by the Client in accordance with clause 3 and have an interest in the positions for which they are Introduced. The Agency will only Introduce Temps who have the right to work in the UK and, in particular, the Agency shall comply with the Immigration Asylum and Nationality Act 2006 and other relevant UK legislation or equivalent legislation in the relevant jurisdiction as well as any regulations or relevant codes of practice regarding the reporting of labour movements, concealed employment and the employment of foreign workers.
2.4 Subject to clause 4.1 the Agency shall pay each Temp the fees or hourly charge and other payment and reimbursement of disbursements to which they are entitled by reason of carrying out work for the Client.
2.5 Prior to the commencement of the Assignment, the Agency will send the Client written confirmation of:
2.5.1 the identity of the Temp;
2.5.2 the Temp’s experience, training, qualifications and authorisations necessary for the Assignment;
2.5.3 the Temp’s willingness to carry out the Assignment;
2.5.4 the hourly rate charged by the Agency in accordance with clause 5;
2.5.5 any notice period to terminate the contract; and
2.5.6 the intervals at which invoices shall be rendered to the Client by the Agency.
2.6 In cases where the Agency is acting as principal, it shall:
2.6.1 make deductions and account to HM Revenue and Customs for PAYE income tax in respect of the remuneration of each Temp; and
2.6.2 make deductions and account for all necessary national insurance contributions relevant to the remuneration of each Temp.
3. Obligations of the Client
3.1 The Client shall specify its exact requirements by providing full details of the work for which the Temp is required and, in particular by notifying the Agency of any special skills required for such work when placing its order.
3.2 The Client shall not allow any Temp to undertake any work other than that which has been notified to the Agency by the Client in accordance with clause 3.1 in placing its order for such Temp.
3.3 When making a request for the provision of a Temps to perform certain services (Assignment), the Client will give the Agency details of:
3.3.1 the date on which the Client requires the Temps to commence work and the duration, or likely duration, of the work; and
3.3.2 any information reasonably required by the Agency in order for the Agency to fulfil its obligations under the AWR 2010.
3.4 The Client shall be responsible for:
3.4.1 verifying (as soon as the Temp begins work for the Client) that the Temp is suitable for the purposes for which they are required and that they have the capability to carry out the duties required, including the operation of any machinery or vehicles;
3.4.2 obtaining any permissions required for the Temp to work for the Client;
3.4.3 ensuring that the Temp satisfies any medical requirements or other qualifications that may be appropriate or required by law.
3.5 The Client hereby undertakes to comply with all obligations, duties and regulations (whether statutory or otherwise and without prejudice to the generality of the foregoing those relating to the place, nature or system of work) in any way arising from or directly or indirectly connected with the services rendered by a Temp.
3.6 The Client undertakes to exercise all supervision, direction and control over the manner, time and place in which each Temp carries out their work for the Client throughout the duration of the Assignment (notwithstanding that where the Agency is acting as contractor, the Temp is not in fact the Client's employee).
3.7 The Client undertakes that if, following the supply of a Temp by the Company to the Client within the Relevant Period, the Temp should become employed (whether full-time or part-time and whether for a definite or indefinite period) by the Client or by another person, firm or corporation as a result of an introduction by the Client, the Client shall immediately notify such occurrence to the Agency and shall pay to the Agency an introduction fee (calculated in accordance with the Agency’s scale of fees for permanent introductions for the time being in force) plus any VAT payable thereon.
3.8 The introduction fee will not be payable if the Client gives written notice to the Company that it intends to continue the hire of the Temp for a further period of 12 weeks (Extended Assignment) before it engages the Temp other than through the Agency.
3.9 Where the Client decides to have the Temp supplied by the Agency for the Extended Assignment:
3.9.1 the fees payable by the Client during the Extended Assignment shall be those applicable immediately before the Company received the Client's notice of election;
3.9.2 at the end of the Extended Assignment, the Client may engage the Temp without paying the introduction fee; and
3.9.3 if the Client chooses an Extended Assignment, but engages the Temp before the end of the Extended Assignment, the introduction fee may be charged by the Agency, reduced proportionately to reflect the amount of the Extended Assignment paid for by the Client.
4. Time Sheets
4.1 In order to facilitate payment of the Temp by the Agency in accordance with clause 5, the Client shall procure that Temp provides to the Company a time sheet signed by the Client which shall be deemed conclusive evidence:
4.1.1 that the Client is satisfied with the work carried out by the Temp;
4.1.2 that the Client agrees to and accepts these Terms in respect of the Temp’s engagement; and
4.1.3 that the Client will pay the charges in accordance with clause 5 of these Terms in full and without dispute or deduction PROVIDED THAT the Agency shall be entitled to charge the Client in full for all time actually worked by any Temp notwithstanding any failure by the Client to sign any one or more time sheets.
4.2 If the Client is unable to sign a time sheet because the Client disputes the hours claimed, the Client shall inform the Agency as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with the Company to enable the Agency to establish what hours, if any, were worked by the Temp. Failure to sign the time sheet does not absolve the Client of its obligation to pay the fees in respect of the hours actually worked.
4.3 It is acknowledged that the Client shall not decline to sign a time sheet on the basis that it is dissatisfied with the work performed by the Temp. In cases of unsuitable or unsatisfactory work the provisions of clause 6 shall apply.
5.1 At the end of each month during which a Temp works for a Client, the Agency shall submit an invoice to the Client in respect of
5.1.1 the payment (at the hourly/day rate notified to the Client at the time of booking) to which the Temp is entitled for all hours/days worked for the Client during such period;
5.1.2 an amount equal to any national insurance contributions required to be paid thereon by the Agency;
5.1.3 the amount (if any) due to be reimbursed to the Temp by way of reimbursement of travel and other in respect of such work
5.1.4 the amount of £50.00 per week commission due to the Company for introducing the Temp to the Client and for arranging the payments falling within clause 5.1.1, together with any VAT payable thereon.
5.2 The Client shall pay the Company all amounts specified in each invoice within 4 days of the date of such invoice and, if it should fail to do so, the Agency shall be entitled:
5.2.1 to terminate summarily each and every Assignment concluded under these Terms between the Agency and the Client;
5.2.2 to charge the Client interest on the outstanding amount from the date of invoice up to and including the day of payment at the rate of 10% a year above the base rate from time to time of Bank of England.
5.3 The Agency or the Client may terminate an Assignment at any time on 14 days written notice. The Client reserves the right to change its requirements at any time before the commencement of the Assignment without any liability of the Client to the Agency whatsoever, save for the payment of fees due and payable for services already performed. Such cancellation or amendment shall be effective immediately upon the giving by the Client of notice to the Agency.
6. Unsatisfactory Temp Procedure
6.1 If the Client, acting reasonably, decides that a Temp is unsatisfactory to do the work required by the Client (subject at all times to the Client complying with its obligations set out in clause 3) (an 'Unsuitable Temp'), the Client shall notify the Agency in writing of that fact giving the full grounds for its dissatisfaction with the Unsuitable Temp (a 'Dissatisfaction Notice').
6.2 Within 7 days of Business Days of receipt by the Agency of a Dissatisfaction Notice, the Agency shall either:
6.2.1 provide a suitable replacement for the Unsuitable Temp, in which case clause 5 shall continue to apply without interruption;
6.2.2 if no such suitable replacement is available, inform the Client in writing of that fact, in which case clause 5 shall cease to apply in respect of the Unsuitable Temp with effect from the date on which the Agency receives the Dissatisfaction Notice; or
6.2.3 inform the Client that it disagrees with the grounds set out in the Dissatisfaction Notice, in which case the Assignment shall be terminated.
6.3 The Client shall give the Agency such cooperation as the Agency may reasonably request (including but not limited to the production of relevant documents and the attendance of witnesses) at the Client's expense in any internal disciplinary proceedings, employment tribunal proceedings or other legal proceedings in relation to any Unsuitable Temp's performance or conduct.
7. Liability and Indemnity
7.1 Neither party shall be liable to the other party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damages, costs, expenses or for any other liability whatsoever howsoever incurred or suffered by the other party which is of an indirect or consequential nature including without limitation any liability to any third party, or any loss of business, profits, turnover, or goodwill.
7.2 Except in the case of death or personal injury caused by the Agency’s negligence (or in circumstances where liability is not capable of being limited under applicable law), the Agency’s total aggregate liability to the Client under or in connection with and throughout the duration of this agreement, whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed 15% of the total average aggregate annual fee paid by the Client
7.3 Prior to the commencement of any work by a Qualifying Temp in relation to an Assignment, or by a Temp who during the course of work on that Assignment will become a Qualifying Temp, the Agency shall notify the Client of this fact, and agree with the Client the applicable fees, including any Other Qualifying Payments which may be payable.
7.4 The Agency shall and shall ensure that it and any other sub-contractor or intermediary shall at all times comply with their obligations under the AWR 2010, including but not limited to providing any Qualifying Temp with the Relevant Terms and Conditions in accordance with regulation 5.
7.5 Subject to clause 7.6, the Client shall at all times comply with its obligations under the AWR 2010, including but not limited to providing any Temps with access to collective facilities and amenities and employment opportunities subject to and in accordance with regulation 12 and 13 of the AWR.
7.6 In the event that either party receives an allegation by any Temp that there has been a breach of the AWR 2010 in relation to the supply of that person to the Client by the Agency (whether that allegation has been made as a request for information under regulation 16 of the AWR 2010 or otherwise), it shall provide a copy of that allegation to the other party within seven days of receipt. The parties shall co-operate with each other in relation to responding to that allegation, which shall include supplying any information which may be reasonably requested by the other party, and complying with any reasonable requests in relation to the contents of any response.
7.7 The Agency will within seven days of receiving a written request from the Client provide to it:
7.7.1 The Agency will within seven days of receiving a written request from the Client provide to it:
7.7.2 the number of Temps currently being supplied to the Client;
7.7.3 the type of work those Temps are carrying out;
together with any other information which the Client may reasonably request in relation to any payments made by the Agency, its sub-contractors or any other intermediaries to any Temps, in order to ensure compliance with the AWR 2010.
8.1 This agreement shall commence on the date that is supplied on the registration form (the Commencement Date) and shall continue until either party gives to the other party 30 Business Days notice in writing to terminate, expiring on or after the first anniversary of the Commencement Date.
9.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
9.2 All and any business undertaken by the Agency is transacted subject to these Terms, all of which shall be incorporated in any agreement between the Agency and the Client.
9.3 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
9.4 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
9.5 In the event of any conflict between these Terms and any other terms and conditions, these Terms shall prevail unless expressly otherwise agreed in writing by a director or other authorised officer or owner of the Agency.
9.6 No variation in these Terms shall be valid if made without the written consent of a director or or owner other authorised officer of the Agency.
9.7 The interviewing by or on behalf of the Client or the acceptance by or on behalf of the Client or the commencement of work (whichever first occurs) of any Temp shall be deemed acceptance of and agreement to these Terms.
9.8 No one other than a party to this agreement shall have any right to enforce any of its terms.
9.9 These Terms supersede all previous terms of business between the Agency and the Client.
9.10 These Terms shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with These Terms or its subject matter or formation (including non-contractual disputes or claims).