Medicure Professionals

Welcome to Medicure Professionals

We provide Locum Doctors, Nurses and AHPs.

We are a CCS, NHS CPP and HealthTrust Europe Framework supplier.

Registered in England. Co Number: 08396434

 

Medicure Professionals Limited

Camperdene House

Chipping Campden

Gloucestershire, GL55 6AT

0203 475 4027

ahp@medicurepro.co.uk

Terms, Conditions & Privacy Notice

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE

Privacy Notice
Client Terms & Conditions
Candidate Terms & Conditions

WHAT’S IN THESE TERMS?

These terms tell you the rules for using our website www.medicurepro.co.uk (our site).

WHO WE ARE AND HOW TO CONTACT US

www.medicurepro.co.uk is a site operated by Medicure Professionals Limited (”We”). We are registered in England and Wales under company number 08396434 and have our registered office at Camperdene House, High Street, Chipping Campden, Gloucestershire, GL55 6AT. Our VAT number is 278 288 057.

To contact us, please email ahp@medicurepro.co.uk

or telephone our customer service line on 0203 475 4027.

BY USING OUR SITE YOU ACCEPT THESE TERMS

By using our site, you confirm that you accept these terms of use and that you agree to comply with them.

If you do not agree to these terms, you must not use our site.

THERE ARE OTHER TERMS THAT MAY APPLY TO YOU

These terms of use refer to the following additional terms, which also apply to your use of our site:

Our Privacy Notice and Data Protection Policy and Procedure set out the terms on which we process any personal data we collect from you, or that you provide to us. By using our site, you accept such processing and you warrant that all data provided by you is accurate.

WE MAY MAKE CHANGES TO THESE TERMS

We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.

WE WILL MAKE CHANGES TO OUR SITE

We will update and change our site from time to time.

COOKIES

Our website uses cookies. A cookie is a small file of letters and numbers that we put on your computer if you allow us to. These cookies allow us to distinguish you from other users of our website, which helps us to provide you with a good experience when you browse our website and also allows us to improve our site. The cookies we use are “analytical” cookies. They allow us to recognise and count the number of visitors and to see how visitors move around the site when they are using it. This helps us to improve the way our website works, for example by ensuring that users are finding what they are looking for easily.

You block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies you may not be able to access all or parts of our site.

WE MAY SUSPEND OR WITHDRAW OUR SITE

Our site is made available free of charge.

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

YOU MUST KEEP YOUR ACCOUNT DETAILS SAFE

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you might know your user identification code or password, you must promptly change your password and/or notify us.

HOW YOU MAY USE MATERIAL ON OUR SITE

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.  You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.  You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

DO NOT RELY ON INFORMATION ON THIS SITE

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.  We have no control over the contents of those sites or resources.

USER-GENERATED CONTENT IS NOT APPROVED BY US

This website may include information and materials uploaded by other users of the site, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.

If you wish to complain about information and materials uploaded by other users please contact us on 0203 475 4027.

PROHIBITED USES

You may use our site only for lawful purposes. You may not use our site:

  1. In any way that breaches any applicable local, national or international law or regulation.
  2. In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
  3. For the purpose of harming or attempting to harm minors in any way.
  4. To send, knowingly receive, upload, download, use any material which does not comply with our content standards in this policy.
  5. To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

UPLOADING CONTENT TO OUR SITE

Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with these terms of website use.

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but by your act of uploading you grant us and other users of our site a licence to use, store and copy that content and to distribute and make it available to third parties.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with our content standards.

You are solely responsible for securing and backing up your content.

INTERACTIVE SERVICES

We may from time to time provide interactive services on our site, including, without limitation:

  1. Chat rooms.
  2. Bulletin boards.

Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

We will do our best to assess any possible risks for users from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. Our website is not intended for use by children.  However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

CONTENT STANDARDS

These content standards apply to any and all material which you contribute to our site (Contribution), and to any interactive services associated with it.

The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.

We will determine, in its discretion, whether a Contribution breaches the Content Standards.

A Contribution must:

  1. Be accurate (where it states facts).
  2. Be genuinely held (where it states opinions).
  3. Comply with the law applicable in England and Wales and in any country from which it is posted.

A Contribution must not:

  1. Be defamatory of any person.
  2. Be obscene, offensive, hateful or inflammatory.
  3. Promote sexually explicit material.
  4. Promote violence.
  5. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  6. Infringe any copyright, database right or trade mark of any other person.
  7. Be likely to deceive any person.
  8. Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
  9. Promote any illegal activity.
  10. Be in contempt of court.
  11. Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
  12. Be likely to harass, upset, embarrass, alarm or annoy any other person.
  13. Impersonate any person, or misrepresent your identity or affiliation with any person.
  14. Give the impression that the Contribution emanates from Medicure Professionals Limited if this is not the case.
  15. Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
  16. Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
  17. Contain any advertising or promote any services or web links to other sites.

BREACH OF THIS POLICY

When we consider that a breach of this policy has occurred, we may take such action as we deem appropriate which may result in our taking all or any of the following actions:

  1. Immediate, temporary or permanent withdrawal of your right to use our site.
  2. Immediate, temporary or permanent removal of any Contribution uploaded by you to our site.
  3. Issue of a warning to you.
  4. Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
  5. Further legal action against you.
  6. Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

  1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
  2. We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
  3. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
  4. Use of or inability to use our site; or use of or reliance on any content displayed on our site.
  5. In particular, we will not be liable for:

WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

RULES ABOUT LINKING TO OUR SITE

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.  You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our site in any website that is not owned by you.

We reserve the right to withdraw linking permission without notice.

If you wish to link to or make any use of content on our site other than that set out above, please contact ahp@medicurepro.co.uk.

WHICH COUNTRY’S LAWS APPLY TO ANY DISPUTES?

These terms of use their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

PRIVACY NOTICE

Medicure Professionals Limited (”we”) are committed to protecting and respecting your privacy.

Our Group means, means our subsidiaries, our ultimate holding company and its subsidiaries, our associated companies as defined in section 1159 of the UK Companies Act 2006 (our Group).

This policy (together with our terms of use sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us.

The General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) is a new regulation which replaces the Data Protection Regulation (Directive 95/46/EC). The Regulation aims to harmonise data protection legislation across EU member states, enhancing privacy rights for individuals and providing a strict framework within which commercial organisations can legally operate.

Even though the UK has expressed its intention to leave the EU in March 2019, the GDPR is applicable in the UK from 25th May 2018. The Government intends for the GDPR to continue in UK law post Brexit and has also introduced a Data Protection Bill to replace the current Data Protection Act in due course.

Your new rights under the GDPR are set out in this policy.

Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it.

For the purpose of the Data Protection Act 1998 (the Act), the data controller is Medicure Professionals Limited of Camperdene House, High Street, Chipping Campden, Gloucestershire, GL55 6AT.

Our nominated representative for the purpose of the Act is Gavin Johnstone.

WHO WE ARE AND WHAT WE DO

We are a recruitment agency and recruitment business as defined in the Employment Agencies and Employment Businesses Regulations 2003 (“our business”).

We collect the personal data of the following types of people to allow us to undertake our business;

We collect information about you to carry out our core business and ancillary activities.

Information you give to us or we collect about you.

This is information about you that you give us by filling in forms on our site www.medicurepro.co.uk  (“our site”) or by corresponding with us by phone, e-mail or otherwise. It includes information you provide when you register to use our site, to enter our database, subscribe to our services, attend our events, participate in discussion boards or other social media functions on our site, enter a competition, promotion or survey, and when you report a problem with our site.

The information you give us or we collect about you may include your name, address, private and corporate e-mail address and phone number, financial information, compliance documentation and references verifying your qualifications and experience and your right to work in the United Kingdom, curriculum vitae and photograph, links to your professional profiles available in the public domain e.g. LinkedIn, Twitter, business Facebook or corporate website.

Information we collect about you when you visit our website.

With regard to each of your visits to our site we will automatically collect the following information:

technical information, including the Internet protocol (IP) address used to connect your computer to the Internet, your login information if applicable, browser type and version, browser plug-in types and versions, operating system and platform; information about your visit, including the full Uniform Resource Locators (URL), clickstream to, through and from our site (including date and time), products you viewed or searched for’, page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), methods used to browse away from the page, and any phone number used to call our customer service number.

Information we obtain from other sources.

This is information we obtain about you from other sources such as LinkedIn, corporate websites, job board websites, online CV libraries, your business card and personal recommendations. In this case we will inform you, by sending you this privacy policy, within a maximum of 30 days of collecting the data of the fact we hold personal data about you, the source the personal data originates from and whether it came from publicly accessible sources, and for what purpose we intend to retain and process your personal data.

We are working closely with third parties including companies within our Group, business partners, sub-contractors in technical, professional, payment and other services, advertising networks, analytics providers, search information providers, credit reference agencies, professional advisors. We may receive information about you from them for the purposes of our recruitment services and ancillary support services.

PURPOSES OF THE PROCESSING AND THE LEGAL BASIS FOR THE PROCESSING

We use information held about you in the following ways:

To carry out our obligations arising from any contracts we intend to enter into or have entered into between you and us and to provide you with the information, products and services that you request from us or we think will be of interest to you because it is relevant to your career or to your organisation.

To provide you with information about other goods and services we offer that are similar to those that you have already purchased, been provided with or enquired about.

The core service we offer to our candidates and clients is the introduction of candidates to our clients for the purpose of temporary or permanent engagement.  However, our service expands to supporting individuals throughout their career and to supporting businesses’ resourcing needs and strategies.

Our legal basis for the processing of personal data is our legitimate business interests, described in more detail below, although we will also rely on contract, legal obligation and consent for specific uses of data.

We will rely on contract if we are negotiating or have entered into a placement agreement with you or your organisation or any other contract to provide services to you or receive services from you or your organisation.

We will rely on legal obligation if we are legally required to hold information on to you to fulfil our legal obligation.  For example, we have a statutory obligation to retain employee data and placement data, including details of taxation payments for at least 6 years.

We will in some circumstances rely on consent for particular uses of your data and you will be asked for your express consent, if legally required.  Examples of when consent may be the lawful basis for processing include permission to introduce you to a client (if you are a candidate).

Our Legitimate Business Interests

Our legitimate interests in collecting and retaining your personal data is described below:

As a recruitment business and recruitment agency we introduce candidates to clients for permanent employment, temporary worker placements or independent professional contracts.  The exchange of personal data of our candidates and our client contacts is a fundamental, essential part of this process.

In order to support our candidates’ career aspirations and our clients’ resourcing needs we require a database of candidate and client personal data.

To maintain, expand and develop our business we need to record the personal data of prospective candidates and client contacts.

We need to keep our systems up to date and secure.

Consent

Should we want or need to rely on consent to lawfully process your data we will request your consent orally, by email or by an online process for the specific activity we require consent for and record your response on our system.  Where consent is the lawful basis for our processing you have the right to withdraw your consent to this particular processing at any time.

Other Uses we will make of your data:

We do not undertake automated decision making or profiling. We do use our computer systems to search and identify personal data in accordance with parameters set by a person. A person will always be involved in the decision making process.

COOKIES 

Our website uses cookies to distinguish you from other users of our website. This helps us to provide you with a good experience when you browse our website and also allows us to improve our site. For detailed information on the cookies we use and the purposes for which we use them see our Cookie policy (found within our Privacy Notice).

DISCLOSURE OF YOUR INFORMATION INSIDE and OUTSIDE OF THE EEA

We will share your personal information with:

We will disclose your personal information to third parties:

In the event that we sell or buy any business or assets, in which case we will disclose your personal data to the prospective seller or buyer of such business or assets.

The lawful basis for the third party processing will include:

WHERE WE STORE AND PROCESS YOUR PERSONAL DATA  

The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (”EEA”). It may be transferred to third parties outside of the EEA for the purpose of our recruitment services. It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers. This includes staff engaged in, among other things, our recruitment services and the provision of support services. By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.

All information you provide to us is stored on our secure servers. Any payment transactions will be encrypted using SSL technology. Where we have given you (or where you have chosen) a password which enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

RETENTION OF YOUR DATA

We understand our legal duty to retain accurate data and only retain personal data for as long as we need it for our legitimate business interests and that you are happy for us to do so.  Accordingly, we have a data retention policy and run regular data routines to remove data that we no longer have a legitimate business interest in maintaining.

We do the following to try to ensure our data is accurate:

We segregate our data so that we keep different types of data for different time periods.  The criteria we use to determine whether we should retain your personal data includes:

We may archive part or all of your personal data or retain it on our financial systems only, deleting all or part of it from our main Customer Relationship Manager (CRM) system. We may pseudonymise parts of your data, particularly following a request for suppression or deletion of your data, to ensure that we do not re-enter your personal data on to our database, unless requested to do so.

For your information, Pseudonymised Data is created by taking identifying fields within a database and replacing them with artificial identifiers, or pseudonyms.

Our current retention policy is available upon request.

YOUR RIGHTS  

You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes and we will collect express consent from you if legally required prior to using your personal data for marketing purposes.

You can exercise your right to accept or prevent such processing by checking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us at ahp@medicurepro.co.uk.

Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

When the GDPR comes into force you will have the following additional rights, subject to the GDPR:

ACCESS TO INFORMATION  

The GDPR gives you the right to access information held about you. A subject access request should be submitted to ahp@medicurepro.co.uk

CHANGES TO OUR PRIVACY POLICY  

Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail. Please check back frequently to see any updates or changes to our privacy policy.

CONTACT  

Questions, comments and requests regarding this privacy notice are welcomed and should be addressed to Medicure Professionals Limited, Camperdene House, High Street, Chipping Campden, Gloucestershire, GL55 6AT ahp@medicurepro.co.uk.

CLIENT TERMS & CONDITIONS

THE PARTIES

  1. (1) Medicure Professionals Limited, registered company no. 08396434 of Camperdene House, Chipping Campden, Gloucestershire, GL55 6AT.
    (2) “The Hirer” to whom the Intermediary is Introduced. For the avoidance of doubt the Hirer shall also include any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Intermediary is Introduced.

RECITALS
(A) The Employment Business carries on the business of sourcing and supplying contractors to provide services to clients of the Employment Business. The Hirer has instructed the Employment Business to supply an Intermediary to provide certain services, (“the Intermediary Services”) as specified in the relevant Assignment Details Form.
(B) The Employment Business will introduce an Intermediary to the Hirer to provide the Intermediary Services on the terms and subject to the conditions of this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement the following definitions apply:
“Agency Worker” means any officer, employee, worker or representative of the Intermediary supplied to provide the Intermediary Services;
“Apprenticeship Levy” means the apprenticeship levy due in accordance with the Finance Act 2017 and the Income Tax (Pay as you Earn) (Amendment) Regulations 2017;
“Assignment” means the Intermediary Services to be performed by the Agency Worker for the Hirer for a period of time during which the Intermediary is supplied by the Employment Business to the Hirer;
“Assignment Details Form” means written confirmation of the Assignment details agreed with the Hirer prior to commencement of the Assignment;
“AWR” means the Agency Workers Regulations 2010 and/ or the Agency Workers
“AWR Claim” means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the AWR;
“Calendar Week” means any period of seven days starting with the same day as the first day of the First Assignment;
“Charges” means the Employment Business’s charges calculated in accordance with clause 6.1 and as may be varied from time to time in accordance with this Agreement;
“Comparable Employee” means as defined in Schedule 1 to this Agreement;
“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003
“Control” means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and “Controls” and “Controlled” shall be construed accordingly;
“Data Protection Laws” means the Data Protection Act 1998, the General Data Protection Regulation (EU 2016/ 679) and any applicable statutory or regulatory provisions in force from time to time relating to the protection and transfer of personal data;
“Engagement” means the engagement (including the Intermediary’s and/ or the Agency Worker’s acceptance of the Hirer’s offer), employment or use of the Intermediary’s services or the services of the Agency Worker, by the Hirer or by any third party to whom they have been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis whether under a contract of service or for services, or an agency, licence, franchise or partnership arrangement, or any other engagement and “Engage”, “Engages” and “Engaged” shall be construed accordingly;
“First Assignment” means:
(a) the relevant Assignment; or
(b) if, prior to the relevant Assignment:
(i) the Agency Worker has worked in any assignment in the same role with the relevant Hirer as the role in which the Agency Worker works in the relevant Assignment; and
(ii) the relevant Qualifying Period commenced in any such assignment,
that assignment (an assignment being (for the purpose of this defined term) a period of time during which the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Hirer to work temporarily for and under the supervision and direction of the relevant Hirer);
“FOIA” means the Freedom of Information Act 2000
“Hirer’s Group” means
(a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and
(b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;
“Inside IR35” means an Assignment which meets the provisions of Section 61M ITEPA;
“Intermediary” means the person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment (and, save where otherwise indicated, includes any Agency Worker);
“Intermediaries Legislation” means sections 48 – 61 ITEPA;
“Introduction” means (i) the passing to the Hirer of a curriculum vitæ or information which identifies the Intermediary or Agency Worker or (ii) the Hirer’s interview of an Intermediary or Agency Worker (in person, by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply a temporary worker; or (iii) the supply of an Intermediary; and, in any case, which leads to an Engagement of that temporary worker, Intermediary or Agency Worker; and “Introduces” and “Introduced” shall be construed accordingly;
“IR35 Status Decision” means the Hirer’s decision on the application of the Intermediaries Legislation to the Assignment in accordance with Section 61T ITEPA, to be provided in writing to the Employment Business;
“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003;
“Losses” means all losses, liabilities, damages, costs, expenses, fines, penalties or interest whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands; and “Loss” shall be construed accordingly;
“NICs Legislation” means legislation regarding the deduction and payment of national insurance contributions including in particular the Social Security (Categorisation of Earners) Regulations 1978
“Outside IR35” means an Assignment which does not meet the provisions of Section 61M ITEPA;
“Public Authority” means (a) as defined in the FOIA and (b) as further defined in Section 61L ITEPA;
“Period of Extended Hire” means any additional period that the Hirer wishes the Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;
“Qualifying Period” means 12 continuous Calendar Weeks during the whole or part of which the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Hirer to work temporarily for and under the supervision and direction of the relevant Hirer in the same role, and as further defined in Schedule 1 to this Agreement;
“Relevant Period” means whichever ends the later of (a) the period of 8 weeks commencing on the day after the last day on which the Intermediary worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the first day on which the Intermediary worked for the Hirer having been supplied by the Employment Business or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous Assignment;
“Relevant Terms and Conditions” means terms and conditions relating to:
(c) pay;
(d) the duration of working time;
(e) night work;
(f) rest periods;
(g) rest breaks; and
(h) annual leave
that are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) any basic working and employment conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;
“Remuneration” includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments taxable, (and, where applicable, non-taxable) payable to or receivable by the Agency Worker and/or the Intermediary for services rendered to or on behalf of the Hirer. Where a company car is provided, a notional amount of £1000 will be added to the sums paid to the Intermediary in order to calculate the Introduction Fee;
“Temporary Work Agency” means as defined in Schedule 1 to this Agreement;
“Transfer Fee” means the fee payable in accordance with clause 8 below and Regulation 10 of the Conduct Regulations;
“Vulnerable Person” means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and
“WTR” means the Working Time Regulations 1998

1.2. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.
1.3. The headings contained in this Agreement are for convenience only and do not affect their interpretation.
1.4. 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.

2. THE AGREEMENT
2.1. This Agreement together with the attached Schedules and any applicable Assignment Details Form constitutes the entire agreement (“the Agreement”) between the Employment Business and the Hirer for the supply of the Intermediary Services by the Employment Business to the Hirer, and is deemed to be accepted by the Hirer by virtue of its request for, interview with, or Engagement of an Intermediary or the passing of any information about the Agency Worker or Intermediary to any third party following an Introduction.
2.2. Unless otherwise agreed in writing by a director of the Employment Business this Agreement shall prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.
2.3. Subject to Clause 6.1 no variation or alteration to this Agreement shall be valid unless the details of such variation are agreed between a director of the Employment Business and the Hirer and are set out in writing.
2.4. The Employment Business shall act as an employment business when introducing an Intermediary for Assignments with the Hirer.
2.5. The Hirer acknowledges that the Intermediary and the Agency Worker carrying out the Assignment have not opted out of the Conduct Regulations and that all of the Conduct Regulations apply to this Agreement.

3. THE HIRER’S OBLIGATIONS
Obligations regarding the Conduct Regulations
3.1. To enable the Employment Business to comply with its obligations under the Conduct Regulations the Hirer undertakes to provide to the Employment Business details of the position which the Hirer seeks to fill, including the following:
3.1.1. the type of work that the Intermediary would be required to do;
3.1.2. the location and hours of work;
3.1.3. the experience, training, qualifications and any authorisation which the Hirer considers necessary or which are required by law or any professional body for the Agency Worker to possess in order to work in the position;
3.1.4. any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;
3.1.5. the date the Hirer requires the Intermediary to commence the Assignment;
3.1.6. the duration or likely duration of the Assignment.
3.2. The Hirer undertakes that it knows of no reason why it would be detrimental to the interests of the Intermediary for the Intermediary to fill the Assignment.
Obligations regarding AWR
3.3. The Hirer will comply with its obligations under Regulations 12 (Rights of agency workers in relation to access to collective facilities and amenities) and 13 (Rights of agency workers in relation to access to employment) of the AWR.
3.4. To enable the Employment Business to comply with its obligations under the AWR, the Hirer undertakes as soon as possible prior to the commencement of each Assignment and during each Assignment (as appropriate) and at any time at the Employment Business’s request:
3.4.1. to inform the Employment Business of any Calendar Weeks in the 24 months immediately preceding the start of the Assignment and/or during the relevant Assignment in which the relevant Agency Worker has worked in the same or a similar role with the Hirer via any third party which count or may count towards the Qualifying Period;
3.4.2. if, in the 24 months immediately preceding the start of the Assignment and/or during the relevant Assignment in which the relevant Agency Worker has worked in the same or a similar role with the Hirer including via any third party to provide the Employment Business with all the details of such work, including (without limitation) details of where, when and the period(s) during which such work was undertaken and any other details requested by the Employment Business;
3.4.3. to inform the Employment Business if, in the 24 months immediately preceding the start of the Assignment, and/or during the relevant Assignment the Agency Worker has:
3.4.3.1. completed two or more assignments with the Hirer;
3.4.3.2. completed at least one assignment with the Hirer and one or more earlier assignments with any member of the Hirer’s Group; and/or
3.4.3.3. worked in more than two roles during an assignment with the Hirer and on at least two occasions worked in a role that was not the same role as the previous role;
3.4.4. save where the Agency Worker will not complete the Qualifying Period during the term of the Assignment, to:
3.4.4.1. provide the Employment Business with written details of the basic working and employment conditions the Agency Worker would be entitled to for doing the same job if the Agency Worker had been recruited directly by the Hirer as an employee or worker at the time the Qualifying Period commenced or with those of a Comparable Employee, such basic working and employment conditions being the Relevant Terms and Conditions;
3.4.4.2. inform the Employment Business in writing whether the Relevant Terms and Conditions provided are those of a hypothetical directly recruited employee or worker or those of a Comparable Employee;
3.4.4.3. if the Relevant Terms and Conditions provided are those of a Comparable Employee, provide the Employment Business with a written explanation of the basis on which the Hirer considers that the relevant individual is a Comparable Employee; and
3.4.4.4. inform the Employment Business in writing of any variations in the Relevant Terms and Conditions made at any time during the relevant Assignment after the Qualifying Period commenced; and
3.4.5. save where the Agency Worker will not complete the Qualifying Period during the term of the Assignment, to provide the Employment Business with written details of its pay and benefits structures and appraisal processes and any variations of the same.
3.5. In addition, for the purpose of awarding any bonus to which the Agency Worker may be entitled under the AWR, the Hirer will:
3.5.1. integrate the Agency Worker into its relevant performance appraisal system;
3.5.2. assess the Agency Worker’s performance;
3.5.3. provide the Employment Business with copies of all documentation relating to any appraisal of the Agency Worker, including without limitation written details of the outcome of any appraisal and the amount of any bonus awarded; and
3.5.4. provide the Employment Business with all other assistance the Employment Business may request in connection with the assessment of the Agency Worker’s performance for the purpose of awarding any bonus.

3.6. The Hirer will comply with all the Employment Business’s requests for information and any other requirements to enable the Employment Business to comply with the AWR.
3.7. The Hirer warrants that:
3.7.1. all information and documentation supplied to the Employment Business in accordance with clauses 3.1 to 3.6 inclusive is complete, accurate and up-to-date; and
3.7.2. it will, during the term of the relevant Assignment, immediately inform the Employment Business in writing of any subsequent change in any information or documentation provided in accordance with clauses 3.1 to 3.6 inclusive.
3.8. Without prejudice to clauses 14.6 and 14.7, the Hirer shall inform the Employment Business in writing of any:
3.8.1. oral or written complaint the Agency Worker makes to the Hirer which is or may be a complaint connected with rights under the AWR; and
3.8.2. written request for information relating to the Relevant Terms and Conditions that the Hirer receives from the Agency Worker
as soon as possible but no later than 7 calendar days from the day on which any such oral complaint is made to or written complaint or request is received by the Hirer and the Hirer undertakes to take such action and give such information and assistance as the Employment Business may request, and within any timeframe requested by the Employment Business, in order to resolve any such complaint or to provide any such information in a written statement to the Agency Worker within 28 days of the Hirer’s receipt of such a request in accordance with Regulation 16 of the AWR and the Hirer will provide the Employment Business with a copy of any such written statement.
Obligations regarding the Intermediaries Legislation
3.9. The Hirer confirms that it is a Public Authority.
3.10. The Hirer confirms that it has assessed the Assignment as an Inside IR35 Assignment: this is the Hirer’s IR35 Status Decision.

3.11. The Hirer will advise the Employment Business in writing immediately if any of the circumstances of the Assignment change which mean that the Assignment becomes an Outside IR35 Assignment.

4. INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER
4.1. When Introducing an Intermediary to the Hirer the Employment Business shall inform the Hirer:
4.1.1. of the identity of the Intermediary and that of the Agency Worker supplied by the Intermediary to carry out the Assignment;
4.1.2. that the Agency Worker has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment;
4.1.3. that the Agency Worker is willing to work in the Assignment;
4.1.4. details of the Intermediary Services to be provided; and
4.1.5. the Charges.
4.2. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any Public or Bank Holiday) following, save where the Intermediary is Introduced for an Assignment in the same position as one in which the Intermediary had previously been supplied within the previous 5 business days and such information has already been given to the Hirer, unless the Hirer requests that the information be resubmitted.

5. TIMESHEETS
5.1. At the end of each week of the Assignment (or at the end of the Assignment where the Assignment is for a period of less than 1 week) the Hirer shall sign the Employment Business’s timesheet verifying the number of hours worked by the Agency Worker during that week.
5.2. Signature of the timesheet by the Hirer is confirmation of the number of hours worked by the Agency Worker. If the Hirer is unable to sign a timesheet produced for authentication by the Intermediary because the Hirer disputes the hours claimed, the Hirer shall inform the Employment Business as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with the Employment Business to enable the Employment Business to establish what hours, if any, were worked by the Agency Worker. Failure to sign the timesheet does not absolve the Hirer of its obligation to pay the charges in respect of the hours worked.
5.3. The Hirer shall not be entitled to decline to sign a timesheet on the basis that it is dissatisfied with the work performed by the Intermediary. In the event that the Hirer is dissatisfied with the work performed by the Intermediary the provisions of clauses 10.1 and 11 below shall apply.

6. CHARGES
6.1. The Hirer agrees to pay the Charges as notified by the Employment Business. The Charges are calculated according to the number of hours worked by the Agency Worker and comprise the following:
6.1.1. the Agency Worker’s hourly rate of pay;
6.1.2. any other amounts to which the Agency Worker is entitled under the AWR, where applicable;
6.1.3. employer’s national insurance contributions;
6.1.4. any travel, hotel or other expenses as may have been agreed with the Hirer; and
6.1.5. an amount equal to any paid holiday leave to which the Agency Worker is entitled in connection with the WTR and, where applicable, the AWR and which is accrued during the course of an Assignment;
6.1.6. the Employment Business’s commission, which is calculated as a percentage of the Agency Worker’s hourly rate.
6.2. The Employment Business reserves the right to vary the Charges agreed with the Hirer, by giving written notice to the Hirer:
6.2.1. in order to comply with any additional liability imposed by statute or other legal requirement or entitlement, including but not limited to the AWR, ITEPA, the NICs Legislation, the WTR or the Apprenticeship Levy; and/or

6.2.2. if there is any variation in the Relevant Terms and Conditions.
6.3. The Employment Business will invoice the Charges to the Hirer on a weekly basis. The Hirer will pay the Charges within 14 days of the date of the invoice.
6.4. In addition to the Charges, the Hirer will pay the Employment Business an amount equal to any bonus that the Hirer awards to the Agency Worker in accordance with clause 3.5 immediately following any such award and the Employment Business will pay any such bonus to the Intermediary for onward payment to the Agency Worker. For the avoidance of doubt, the Hirer will also pay any employers national insurance contributions and the Employment Business’s commission in addition to any bonus payable to the Agency Worker.
6.5. VAT is payable at the applicable rate on the entirety of the Charges and all sums payable under clause 6.4.
6.6. The Employment Business reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 4% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.
6.7. The Employment Business will not refund any of the Charges.
6.8. The Hirer’s obligations under this clause 6 shall be performed without any right of the Hirer to invoke set-off, deductions, withholdings or other similar rights.

7. PAYING THE INTERMEDIARY
7.1. The Employment Business is responsible for paying the Intermediary.

8. TRANSFER FEES
8.1. The Hirer shall be liable to pay a Transfer Fee if the Hirer engages the Intermediary or any Agency Worker Introduced by the Employment Business other than via the Employment Business, or Introduces the Intermediary or any Agency Worker to a third party and such Introduction results in an Engagement of the Intermediary or any Agency Worker by the third party other than via the Employment Business and:

8.1.1. where the Intermediary or Agency Worker has been supplied by the Employment Business, such Engagement takes place during the Assignment or within the Relevant Period; or
8.1.2. where the Intermediary or Agency Worker has not been supplied, such Engagement takes place within 6 months from the date of the Introduction to the Hirer.
The Transfer Fee will be calculated in accordance with Schedule 2.
8.2. If the Hirer wishes to Engage the Intermediary other than via the Employment Business, without liability to pay a Transfer Fee the Hirer may, on giving one week’s written notice to the Employment Business, engage the Intermediary for the Period of Extended Hire specified in Schedule 2.
8.3. During such Period of Extended Hire the Employment Business shall supply the Intermediary on the same terms on which it has or would have been supplied during the Assignment and in any case on terms no less favourable than those terms which applied immediately before the Employment Business received the notice in clause 8.2; and the Hirer shall continue to pay the Charges set out in clause 6. If the Employment Business is unable to supply the Intermediary for any reason outside its control for the whole or any part of the Period of Extended Hire; or the Hirer does not wish to hire the Intermediary on the same terms as the Assignment; but the Intermediary or the Agency Worker is Engaged by the Hirer, the Hirer shall pay the Transfer Fee, reduced pro rata to reflect any Charges paid by the Hirer during any part of the Period of Extended Hire worked by the Intermediary before being Engaged by the Hirer. If the Hirer fails to give notice of its intention to Engage the Intermediary other than via the Employment Business before the Engagement takes place, the parties agree that the Transfer Fee shall be due in full.
8.4. Where prior to the commencement of the Hirer’s Engagement other than via the Employment Business the Employment Business and the Hirer agree that such Engagement will be on the basis of a fixed term of less than 12 months, the Employment Business may, in its absolute discretion, reduce the Transfer Fee as calculated in accordance with Schedule 2 pro-rata. Such reduction is subject to the Hirer Engaging the Intermediary for the agreed fixed term. Should the Hirer extend the Intermediary’s Engagement or re-Engage the Intermediary within 12 months from the commencement of the initial Engagement the Employment Business reserves the right to recover the balance of the Transfer Fee.
8.5. The Employment Business will not refund the Transfer Fee if the Engagement of the Intermediary other than via the Employment Business by the Hirer or by a third party to which the Hirer introduces the Intermediary or any Agency Worker, subsequently terminates or terminates before the end of the fixed term referred to in clause 8.4.
8.6. VAT is payable at the applicable rate in addition to any Transfer Fee due.

9. SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS (Optional clause where applicable)
9.1. Where:
9.1.1. the Intermediary or the Agency Worker is required by law, or any professional body to have any qualifications or authorisations to work on the Assignment the Employment Business will take all reasonably practicable steps to obtain and offer to provide to the Hirer copies of any relevant qualifications or authorisations of the Agency Worker; and
9.1.2. in addition, where the Assignment involves working with, caring for or attending one or more Vulnerable Persons, the Employment Business will take all reasonably practicable steps to obtain and offer to provide copies to the Hirer of two references from persons who are not relatives of the Agency Worker and who have agreed that the references they provide may be disclosed to the Hirer;
and such other reasonably practicable steps as are required to confirm that the Intermediary or the Agency Worker supplied to do the work is suitable for the Assignment. If the Employment Business has taken all reasonably practicable steps to obtain the information above and has been unable to do so fully it shall inform the Hirer of the steps it has taken to obtain this information in any event.
9.2. The Hirer shall advise the Employment Business at the time of instructing the Employment Business to supply an Intermediary, whether during the course of the Assignment, the Intermediary or the Agency Worker will be required to work with, care for or attend one or more Vulnerable Persons or engage in activity or otherwise be working in a position covered by the Safeguarding Vulnerable Groups Act 2006
9.3. The Hirer shall assist the Employment Business by providing any information required to allow the Employment Business to comply with its statutory obligations under the Safeguarding Vulnerable Groups Act 2006 and to allow the Employment Business to select a suitable Intermediary for the Assignment.
9.4. In particular in the event that the Hirer removes an Intermediary from an Assignment in circumstances which would require the Employment Business to provide information to the Disclosure and Barring Service (or equivalent authority) under the Safeguarding Vulnerable Groups Act 2006, the Hirer will provide sufficient information to the Employment Business to allow it to discharge its statutory obligations.

10. UNSUITABILITY OF THE INTERMEDIARY
10.1. The Hirer undertakes to supervise the Intermediary sufficiently to ensure the Hirer’s satisfaction with the Intermediary’s standards of work. If the Hirer reasonably considers that the Intermediary Services are unsatisfactory, the Hirer may terminate the Assignment either by instructing the Intermediary to leave the Assignment immediately, or by directing the Employment Business to remove the Intermediary. The Employment Business may, in its absolute discretion, in such circumstances, reduce or cancel the Charges for the time worked by that Intermediary, provided that the Hirer has notified the Employment Business that they have asked the Intermediary to leave the Assignment or the Assignment terminates:

10.1.1. within 4 hours of the Intermediary commencing the Assignment where the Assignment is for more than 7 hours; or
10.1.2. within 2 hours for Assignments of 7 hours or less;

and provided that notification of the unsuitability of the Intermediary is confirmed in writing to the Employment Business within 48 hours of the termination of the Assignment.
10.2. The Employment Business shall notify the Hirer immediately if it receives or otherwise obtains information which gives the Employment Business reasonable grounds to believe that an Intermediary supplied to the Hirer is unsuitable for the Assignment and shall be entitled to terminate the Assignment forthwith without prior notice and without liability. Notwithstanding, the Hirer shall remain liable for all such Charges incurred prior to the termination of the Assignment.
10.3. The Hirer shall notify the Employment Business immediately and without delay and in any event within 1 hour if the Intermediary or the Agency Worker fails to provide the Intermediary Services or has notified the Hirer that they are unable to provide the Intermediary Services for any reason.

11. TERMINATION OF THE ASSIGNMENT
11.1. Either party may terminate the Assignment by giving to the other party in writing the period of notice specified in the Assignment Details Form.
11.2. Notwithstanding the provisions of clause 11.1 the Hirer may terminate the Assignment with immediate effect by notice in writing to the Employment Business where:
11.2.1. the Intermediary has acted in breach of any statutory or other reasonable rules and regulations applicable to them while providing the Intermediary Services; or
11.2.2. the Intermediary is in wilful or persistent breach of its obligations; or
11.2.3. the Hirer reasonably believes that the Intermediary has not observed any condition of confidentiality applicable to the Intermediary from time to time; or
11.2.4. the Hirer reasonably considers that the Intermediary’s provision of the Intermediary Services is unsatisfactory.
11.3. The Employment Business may terminate an Assignment with immediate effect by notice in writing if:
11.3.1. the Hirer is in wilful or persistent breach of its obligations under this Agreement and where the breach is capable of being remedied, fails to remedy the breach within 7 days of receiving written notice from the Employment Business to do so; or
11.3.2. the Hirer fails to pay any amount which is due to the Employment Business in full and on the date that the payment falls due; or
11.3.3. the Hirer is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or
11.3.4. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Hirer; or
11.3.5. an order is made for the winding up of the Hirer, or where the Hirer passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation or amalgamation where the resulting entity will assume all the obligations of the other party under this Agreement); or
11.3.6. the Hirer fails to provide written reasons for its IR35 Status Decision within 7 days of the date of a request for those reasons from the Employment Business;
11.3.7. the Hirer provides or seeks to provide, a fraudulent document which states that the Agency Worker does not work under (or is not subject to the right of) supervision, direction or control of any person as to the manner in which s/he provides his/ her services;
11.3.8. the circumstances of the Assignment change such that the Assignment ceases to be an Inside IR35 Assignment and becomes an Outside IR35 Assignment; or
11.3.9. the Employment Business knows or suspects that the Hirer has breached the Data Protection Laws.

12. CONFIDENTIALITY AND DATA PROTECTION
12.1. All information relating to an Intermediary and the Agency Worker is confidential and where that information relates to an individual is also subject to the Data Protection Laws and is provided solely for the purpose of providing Intermediary Services to the Hirer. Such information must not be used for any other purpose nor divulged to any third party and the Hirer undertakes to abide by the provisions of the Data Protection Laws in receiving and processing the data at all times.
12.2. The Employment Business undertakes to keep confidential all Relevant Terms and Conditions that the Hirer discloses to the Employment Business and not to use such information except for the purposes of compliance with the AWR (including, for the avoidance of doubt and without limitation, when dealing with any request for information or complaint made by any Agency Worker or any AWR Claim).
12.3. Information relating to the Employment Business’s business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.

13. INTELLECTUAL PROPERTY RIGHTS
13.1. All copyright, trademarks, patents and other intellectual property rights deriving from the provision of the Intermediary Services by the Intermediary for the Hirer during the Assignment shall belong to the Hirer, save such rights as may be expressly owned or retained by the Intermediary and set out in the Assignment Details Form. Accordingly the Employment Business shall use its reasonable endeavours to ensure that the Intermediary shall (and any relevant member of the Agency Worker shall) execute all such documents and do all such acts in order to give effect to the Hirer’s rights pursuant to this clause.

14. LIABILITY
14.1. Whilst reasonable efforts are made by the Employment Business to give satisfaction to the Hirer by ensuring reasonable standards of skills, integrity and reliability from the Intermediary and to provide the same in accordance with the Assignment details as provided by the Hirer no liability is accepted by the Employment Business for any Losses arising from the failure to provide an Intermediary for all or part of the period of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Intermediary or the Agency Worker or if the Intermediary terminates the Assignment for any reason. For the avoidance of doubt, the Employment Business does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.
14.2. The Intermediary supplied by the Employment Business to the Hirer is engaged on a contract for services. The Agency Worker supplied by the Intermediary is deemed to work on an Inside IR35 assignment under (or subject to the right of) supervision, direction or control of the Hirer as to the manner in which s/he provides his/ her services for the duration of the Assignment.
14.3. The Hirer shall advise the Employment Business of any special health and safety matters about which the Employment Business is required to inform the Intermediary and about any requirements imposed by law or by any professional body, which must be satisfied if the Intermediary is to fill the Assignment. The Hirer will comply in all respects with all relevant statutes, by-laws, codes of practice and legal requirements including the provision of adequate public liability insurance in respect of the Intermediary.
14.4. The Hirer undertakes not to request the supply of an Intermediary to perform the duties normally performed by a worker who is taking part in official industrial action or duties normally performed by a worker who has been transferred by the Hirer to perform the duties of a person on strike or taking official industrial action.
14.5. If the Agency Worker brings, or threatens to bring, any AWR Claim, the Hirer undertakes to take such action and to give such information and assistance as the Employment Business may request, and within any timeframe requested by the Employment Business and at the Hirer’s own cost, to avoid, dispute, resist, mitigate, compromise or defend any such AWR Claim and to appeal against any judgment given in respect thereof.
14.6. The Hirer shall inform the Employment Business in writing of any AWR Claim which comes to the notice of the Hirer as soon possible but no later than 7 calendar days from the day on which any such AWR Claim comes to the notice of the Hirer.
14.7. The Hirer shall indemnify and keep indemnified the Employment Business against any Losses incurred by the Employment Business by reason of any proceedings, claims or demands by any third party (including specifically, but without limitation, HMRC and any successor, equivalent or related body pursuant to any of the provisions of ITEPA or the NICs legislation (and/or any supporting or consequential secondary legislation relating thereto)) arising out of any Assignment or arising out of any non-compliance with, and/ or as a result of any breach of, this Agreement by the Hirer.
14.8. The Hirer shall indemnify and keep indemnified the Employment Business against any Losses incurred by the Employment Business by reason of any proceedings, claims or demands by the Intermediary, the Agency Worker or any third party arising out of any non-compliance with, and/or as a result of, any breach of the Data Protection Laws by the Hirer.

15. NOTICES
15.1. All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered; if by first class post 48 hours following posting; and if by email or facsimile transmission, when that email or facsimile is sent.

16. SEVERABILITY
16.1. If any of the provisions of this Agreement shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining provisions, which shall continue to be valid to the fullest extent permitted by applicable laws.

17. RIGHTS OF THIRD PARTIES
17.1. None of the provisions of this Agreement is intended to be for the benefit of or enforceable by third parties and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

18. GOVERNING LAW AND JURISDICTION
18.1. This Agreement is governed by the law of England and are subject to the exclusive jurisdiction of the Courts of England.

SCHEDULE 1: “COMPARABLE EMPLOYEE” “QUALIFYING PERIOD” AND TEMPORARY WORK AGENCY

“Comparable Employee” means as defined in Regulation 5(4) of the AWR being an employee of the Hirer who:
(a) works for and under the supervision of the Hirer and is engaged in the same or broadly similar work as the Agency Worker having regard, where relevant, to whether the employee and the Agency Worker have a similar level of qualification and skill; and
(b) works or is based at the same establishment as the Agency Worker or, where there is no comparable employee working or based at that establishment who satisfies the requirements of (a) above, works or is based at a different establishment and satisfies those requirements.

For the purpose of the definition of “Qualifying Period” in clause 1.1 of this Agreement, when calculating whether any weeks completed with the Hirer count as continuous towards the Qualifying Period, where:
(a) the Agency Worker has started working during an assignment and there is a break, either between assignments or during an assignment, when the Agency Worker is not working;
(b) the break is:
(i) for any reason and not more than six Calendar Weeks;
(ii) wholly due to the fact that the Agency Worker is incapable of working in consequence of sickness or injury and the break is 28 Calendar Weeks or less; paragraph (iii) does not apply; and, if required to do so by the Employment Business, the Agency Worker has provided such written medical evidence as may reasonably be required;
(iii) related to pregnancy, childbirth or maternity and is at a time in a protected period, being a period beginning at the start of the pregnancy and ending at the end of the 26 weeks beginning with childbirth (being the birth of a living child or the birth of a child whether living or dead after 24 weeks of pregnancy) or, if earlier, when the Agency Worker returns to work;
(iv) wholly for the purpose of taking time off or leave, whether statutory or contractual, to which the Agency Worker is otherwise entitled which is:
i. ordinary, compulsory or additional maternity leave;
ii. ordinary or additional adoption leave;
iii. ordinary or additional paternity leave;
iv. time off or other leave not listed in paragraphs (iv)I, ii, or iii above; or
v. for more than one of the reasons listed in paragraphs (iv)i, ii, iii to iv above;
(v) wholly due to the fact that the Agency Worker is required to attend at any place in pursuance to being summoned for service as a juror and the break is 28 Calendar Weeks or less;
(vi) wholly due to a temporary cessation in the Hirer’s requirement for any worker to be present at the establishment and work in a particular role for a pre-determined period of time according to the established custom and practices of the Hirer;
(vii) wholly due to a strike, lock-out or other industrial action at the Hirer’s establishment; or
(viii) wholly due to more than one of the reasons listed in paragraphs (ii), (iii), (iv), (v), (vi) or (vii); and
(c) the Agency Worker returns to work in the same role with the Hirer,
any weeks during which the Agency Worker worked for the Hirer before the break shall be carried forward and treated as counting towards the Qualifying Period with any weeks during which the Agency Worker works for the Hirer after the break. In addition, when calculating the number of weeks during which the Agency Worker has worked, where the Agency Worker has started working in a role during an Assignment and is unable to continue working for a reason described in paragraph (b)(iii) or (b)(iv)i., ii, or iii., for the period that is covered by one or more such reasons, the Agency Worker shall be deemed to be working in that role with the Hirer for the original intended duration or likely duration of the relevant Assignment, whichever is the longer. For the avoidance of doubt, time spent by the Agency Worker working during an assignment before 1 October 2011 does not count for the purposes of the definition of “Qualifying Period”.

“Temporary Work Agency” means as defined in Regulation 4 of the AWR being a person engaged in the economic activity, public or private, whether or not operating for profit, and whether or not carrying on such activity in conjunction with others, of:
(a) supplying individuals to work temporarily for and under the supervision and direction of hirers; or
(b) paying for, or receiving or forwarding payment for, the services of individuals who are supplied to work temporarily for and under the supervision and direction of hirers.
Notwithstanding paragraph (b) of this definition a person is not a Temporary Work Agency if the person is engaged in the economic activity of paying for, or receiving or forwarding payments for, the services of individuals regardless of whether the individuals are supplied to work for hirers. For the purpose of this definition, a “hirer” means a person engaged in economic activity, public or private, whether or not operating for profit, to whom individuals are supplied, to work temporarily for and under the supervision and direction of that person.

SCHEDULE 2: TRANSFER FEES

a) The Transfer Fee referred to in clause 8 shall be calculated as follows: 20 % of the Remuneration payable to the Intermediary or Agency Worker (as appropriate) during the first 12 months of the Engagement or, if the actual amount of the Remuneration is not known, the hourly Charges multiplied by 300

b) The Period of Extended Hire, referred to in clause 8, before the Hirer Engages an Intermediary or Agency Worker (as appropriate) shall be: 12 weeks.

CANDIDATE TERMS & CONDITIONS

THE PARTIES
(1) The Intermediary”.
(2) Medicure Professionals Limited, registered company no. 08396434 of Camperdene House, Chipping Campden, Gloucestershire, GL55 6AT (“the Employment Business”).

RECITALS
(A) The Intermediary carries on the business of the provision of contractor services and has agreed to provide the services (“the Intermediary Services”) specified in the relevant Assignment Details Form.
(B) The Employment Business has requested the Intermediary and the Intermediary has agreed with the Employment Business, to supply the Intermediary Services to the Hirer on the terms and subject to the conditions of this Agreement.

1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement the following definitions apply:
“Agency Worker” means such of the Intermediary’s employees, workers, officers or representatives supplied to provide the Intermediary Services;
“Assignment” means the Intermediary Services to be performed by the Agency Worker for a period of time during which the Intermediary is supplied by the Employment Business to provide the Intermediary Services to the Hirer;
“Assignment Details Form” means written confirmation of the Assignment details set out in clause 6.2; “AWR” means the Agency Workers Regulations 2010
“AWR Regulation 10 Contract of Employment” means a permanent contract of employment between the Intermediary and the Agency Worker that satisfies the requirements of Regulation 10 of the AWR;
“Companies Acts” means the Companies Acts 1985, 1989 and 2006;
“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003
“Confidential Information” shall mean any and all confidential commercial, financial, marketing, technical or other information or data of whatever nature relating to the Hirer or Employment Business or their business or affairs (including but not limited to this Agreement, data, records, reports, agreements, software, programs, specifications, know-how, trade secrets and other information concerning the Assignment) in any form or medium whether disclosed or granted access to, whether in writing, orally or by any other means, provided to the Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of this Agreement together with any reproductions of such information in any form or medium or any part(s) of such information;
“Control” means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and “Controls” and “Controlled” shall be construed accordingly;
“Data Protection Laws” means the Data Protection Act 1998, the General Data Protection Regulation (EU 2016/679) and any applicable statutory or regulatory provisions in force from time to time relating to the protection and transfer of personal data;
“Deductions” means any deductions which the Employment Business may be required by law to make from the Deemed Direct Payment and in particular in respect of PAYE tax and Class 1 National Insurance Contributions;
“Deemed Direct Payment” means the sum calculated by Employment Business in accordance with Section 61Q ITEPA;
“Engagement” means the engagement (including the Intermediary’s and/ or the Agency Worker’s acceptance of the Hirer’s offer), employment or use of the Intermediary and/or any Agency Worker by the Hirer or by any third party to whom the Intermediary and/or any Agency Worker have been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, an agency, license, franchise or partnership arrangement, or any other engagement, and “Engage”, “Engages” and “Engaged” shall be construed accordingly;
“First Assignment” means: the relevant Assignment; or
(a) if, prior to the relevant Assignment:
i. the Agency Worker has worked in any assignment in the same role with the relevant Hirer as the role in which the Agency Worker works in the relevant Assignment; and
ii. the relevant Qualifying Period commenced in any such assignment,
that assignment (an assignment being (for the purpose of this defined term) a period of time during which the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Hirer to work temporarily for and under the supervision and direction of the relevant Hirer);
“FOIA” means the Freedom of Information Act 2000;
“Hirer” means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Intermediary is supplied or Introduced requiring the Intermediary Services;
“Hirer’s Group” means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;
“Inside IR35” means an Assignment which meets the requirements of Section 61M ITEPA;
“Intermediary Fees” means the fees payable to the Intermediary for the provision of the Intermediary Services, as set out in the relevant Assignment Details Form;
“Intermediaries Legislation” means sections 48 – 61 ITEPA;
“IR35 Status Decision” means the Hirer’s decision on the application of the Intermediaries Legislation to the Assignment in accordance with Section 61T ITEPA, to be provided in writing to the Employment Business;
“Losses” means all losses, liabilities, damages, costs, expenses, fines, penalties or interest whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands;
“Minimum Rate” means £[x per hour/per day] being the minimum rate of pay that the Employment Business reasonably expects to achieve, for all hours worked by the Intermediary;
“MSC Legislation” means Chapter 9 of Part 2 of ITEPA;
“Net Pay” means the Deemed Direct Payment minus the Deductions;
“NICs Legislation” means legislation regarding the deduction and payment of national insurance contributions including in particular the Social Security (Categorisation of Earners) Regulations 1978 and the Social Security Contributions (Intermediaries) Regulations 2000;
“Outside IR35” means an Assignment which does not meet the requirements of Section 61M ITEPA;
“Public Authority” means (a) as defined in the FOIA and (b) as further defined in Section 61L ITEPA;
“Period of Extended Hire” means any additional period that the Hirer wishes the Intermediary to be supplied for beyond the duration of the original assignment or series of assignments as an alternative to paying a Transfer Fee;
“Qualifying Period” means 12 continuous Calendar Weeks during the whole or part of which the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Hirer to work temporarily for and under the supervision and direction of the relevant Hirer in the same role, and as further defined in the Schedule to this Agreement;
“Relevant Period” means whichever ends the later of (a) the period of 8 weeks commencing on the day after the last day on which the Intermediary worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the first day on which the Intermediary worked for the Hirer having been supplied by Employment Business; or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;
“Relevant Terms and Conditions” means terms and conditions relating to:
(a) pay;
(b) the duration of working time;
(c) night work;
(d) rest periods;
(e) rest breaks; and
(f) annual leave
that are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and any basic working and employment conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;
“Reporting Requirements” means the requirements of the Income Tax (Pay as You Earn) (Amendment No. 2) Regulations 2015;
“Specified Intermediary” means the party required to submit the report to HMRC in compliance with the Reporting Requirements;
“Tax and NICs Information” means the Agency Worker’s national insurance number and written confirmation from HMRC of his/ her current tax code;
“Temporary Work Agency” means as defined in the Schedule to this Agreement;
“Transfer Fee” means a fee payable by the Hirer to the Employment Business if the Hirer or any third party wishes to Engage the Intermediary, as permitted by Regulation 10 of the Conduct Regulations;
“Transparency Regulations” means the Modern Slavery Act 2015 (Transparency in Supply Chains) Regulations 2015;
“Type of Work” means [insert the type of work you expect to supply the Intermediary into]
“WTR” means the Working Time Regulations 1998

1.2. Unless the context requires otherwise references to the singular include the plural and references to the masculine include the feminine and vice versa.
1.3. The headings contained in this Agreement are for convenience only and do not affect their interpretation.
1.4. 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.

2. THE AGREEMENT
2.1. This Agreement together with the attached Schedule and any applicable Assignment Details Form constitutes the entire agreement (“the Agreement”) between the Employment Business and the Intermediary for the supply of the Intermediary Services to the Hirer and shall govern all Assignments undertaken by the Intermediary. However no contract shall exist between the Employment Business and the Intermediary between Assignments. This Agreement shall prevail over any terms put forward by the Intermediary.
2.2. During an Assignment the Intermediary will be engaged on a contract for services by the Employment Business on the terms set out in this Agreement. For the avoidance of doubt this Agreement shall not be construed as a contract of employment between any Agency Worker or any representative of the Intermediary supplied to carry out the Assignment and either the Employment Business or the Hirer, and any of the liabilities of an employer arising out of the Assignment shall be the liabilities of the Intermediary.
2.3. No variation or alteration to this Agreement shall be valid unless the details of such variation are agreed between the Employment Business and the Intermediary and set out in writing and a copy of the varied terms is given to the Intermediary no later than 5 business days following the day on which the variation was made stating the date on or after which such varied terms shall apply.
2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973 (as amended) when introducing or supplying the Intermediary for Assignments with its Hirer.

3. RELATIONSHIP BETWEEN THE EMPLOYMENT BUSINESS AND THE INTERMEDIARY AND BETWEEN THE HIRER AND THE INTERMEDIARY
3.1. The Employment Business will endeavour to obtain suitable Assignments for the Intermediary performing the agreed Type of Work. The Intermediary shall not be obliged to accept an Assignment offered by the Employment Business.
3.2. The Intermediary acknowledges that the nature of temporary work means that there may be periods when no suitable work is available and agrees that:
3.2.1. suitability of the work to be offered shall be determined solely by the Employment Business;
3.2.2. the Employment Business shall incur no liability to the Intermediary (or an Agency Worker) should it fail to offer opportunities to work to the Intermediary.
3.3. The Intermediary acknowledges to the Employment Business that the Hirer is a Public Authority. The Intermediary also acknowledges that the Hirer’s IR35 Status Decision is that the Assignment is an Inside IR35 Assignment. Accordingly, the Intermediary acknowledges that the Employment Business must calculate the Deemed Direct Payment from the Intermediary Fees, make the appropriate Deductions from the Deemed Direct Payment and account for the same to HMRC.
3.4. Subject to clause 3.2 the Intermediary acknowledges to the Employment Business that its services are supplied to the Employment Business as an independent contractor and that accordingly the responsibility of complying with all other statutory and legal requirements relating to the Agency Worker shall fall upon and be discharged wholly and exclusively by the Intermediary.
3.5. Notwithstanding the Employment Business’s obligation to make the Deductions (as set out in clause 3.3), nothing in this Agreement shall render any Agency Worker an employee or worker of either the Employment Business or the Hirer. The Intermediary shall ensure that the Agency Worker does not hold him/herself out as an employee or worker of either the Employment Business or the Hirer. In the event that any person should seek to establish any liability or obligation upon the Employment Business on the grounds that the Agency Worker is an employee/employees or worker/workers of the Employment Business or the Hirer, the Intermediary shall upon demand indemnify the Employment Business and keep it indemnified in respect of any such liability or obligation and any related Losses which the Employment Business or Hirer shall incur.
3.6. If before or during an Assignment or during the Relevant Period the Hirer wishes to Engage the Intermediary or any Agency Worker directly or through another employment business, the Intermediary acknowledges that the Employment Business will be entitled either to charge the Hirer a Transfer Fee or to agree to a Period of Extended Hire with the Hirer at the end of which the Intermediary or the Agency Worker (as appropriate) may be Engaged directly by the Hirer or through another employment business without further charge to the Hirer. In addition the Employment Business will be entitled to charge a Transfer Fee to the Hirer if the Hirer introduces the Intermediary or any Agency Worker to a third party (other than another employment business) who subsequently Engages the Intermediary or any Agency Worker before or during an Assignment or within the Relevant Period.
3.7. If the Agency Worker has completed the Qualifying Period on the start date of the relevant Assignment or following completion of the Qualifying Period during the relevant Assignment, and if the Agency Worker is entitled to any terms and conditions relating to the duration of working time, night work, rest periods, rest breaks and/or annual leave under the AWR which are different and preferential to rights and entitlements relating to the same under the WTR, any such terms and conditions will be as set out in the relevant Assignment Details Form or any variation to the relevant Assignment Details Form (as appropriate) and the Intermediary will give the Agency Worker any such entitlements.
3.8. As a Temporary Work Agency, the Intermediary will notify the Employment Business as soon as possible prior to the commencement of the first Assignment under this Agreement if the Agency Worker has an AWR Regulation 10 Contract of Employment and shall provide a copy of that contract on request from the Employment Business. The Intermediary will also notify the Employment Business immediately if and when any such contract is terminated.
3.9. As a Temporary Work Agency, the Intermediary will comply with the AWR in all relevant respects.

4. WARRANTIES PROVIDED BY THE INTERMEDIARY
4.1. The Intermediary warrants to the Employment Business that:
4.1.1. by entering into and performing its obligations under this Agreement it will not be in breach of any obligation which it owes to any third party;
4.1.2. the Agency Worker has the necessary skills and qualifications to provide the Intermediary Services;
4.1.3. the Intermediary and the Agency Worker providing the Intermediary Services have not opted out of the Conduct Regulations and that the Intermediary will only supply Agency Workers to perform the Intermediary Services who have not opted out of the Conduct Regulations;
4.1.4. the Agency Worker meets one of the conditions of liability as set out in Sections 51 to 53 ITEPA and will continue to meet such conditions of liability for the duration of the Assignment;
4.1.5. the Intermediary is incorporated in the UK;
4.1.6. the Intermediary will pay the Agency Worker only into a nominated UK bank account;
4.1.7. all information the Intermediary provides to the Employment Business in order to comply with the Reporting Requirements and clauses 5.1.11 to 5.1.17 inclusive is complete and accurate; and
4.1.8. the Intermediary and the Agency Worker will comply with the Data Protection Laws.

5. THE INTERMEDIARY’S OBLIGATIONS
5.1. The Intermediary agrees on its own part and on behalf of the Agency Worker if it accepts any Assignment offered by the Employment Business:
5.1.1. to co-operate with the Hirer’s reasonable instructions and accept the direction of any responsible person in the Hirer’s organisation within the scope of the Assignment;
5.1.2. to observe any relevant rules and regulations of the Hirer’s establishment or the premises where the Intermediary Services are being performed to which attention has been drawn or which the Intermediary might reasonably be expected to ascertain; including but not limited to those relating to health and safety to the extent that they are reasonably applicable to the Intermediary and the Agency Worker;
5.1.3. to take all reasonable steps to safeguard its own safety, the safety of the Agency Worker and the safety of any other person who may be affected by the actions of the Agency Worker whilst on the Assignment;
5.1.4. to comply with the Data Protection Laws in respect of any personal data which the Intermediary is granted access to for the purpose of or by reason of the performance of the Intermediary Services;
5.1.5. not at any time to divulge to any person, nor use for its own or any other person’s benefit, any Confidential Information relating to the Hirer’s or the Employment Business’s employees, business affairs, transactions or finances;
5.1.6. not to engage in any conduct detrimental to the interests of the Employment Business and/or the Hirer which includes any conduct which could bring the Employment Business and/or the Hirer into disrepute and/or which results in the loss of custom or business by either the Employment Business or the Hirer;
5.1.7. not to commit any act or omission constituting unlawful discrimination against or harassment of any member of the Employment Business’s or the Hirer’s staff;
5.1.8. not to sub-contract or assign to any third party any of the Intermediary Services which it is required to perform under any Assignment;
5.1.9. to provide the Hirer and/or the Employment Business with any progress reports as may be requested from time to time;
5.1.10. to notify the Employment Business forthwith in writing if it should become insolvent, or if any of the arrangements set out in clauses 9.2.5 to 9.2.7 apply;
5.1.11. to provide the Agency Worker’s Tax and NICs Information to the Employment Business prior to the commencement of the Assignment. The Agency Worker acknowledges that a delay in providing his/her tax and NICs Information may delay the Employment Business paying the Net Pay to the Intermediary;
5.1.12. to comply with all relevant legal obligations, including but not limited to VAT legislation and the Companies Acts;
5.1.13. to provide the Employment Business with all such information it may require to comply with any contractual obligations the Employment Business has to provide information to the Specified Intermediary (where it is a party other than the Employment Business) to enable the Specified Intermediary to comply with its Reporting Requirements;
5.1.14. to notify the Employment Business in writing immediately if it becomes subject to a HMRC investigation or compliance activity including but not limited to any of ITEPA, the NICs legislation or VAT legislation;
5.1.15. to provide the Employment Business with a copy of the terms under which the Intermediary has engaged the Agency Worker;
5.1.16. to provide the Employment Business on request, with any information required to comply with Transparency Regulations 2015;
5.1.17. to update the Employment Business promptly where any of the information required under clauses 5.1.11 to 5.1.16 inclusive changes.
5.2. As soon as possible prior to the commencement of each Assignment and during each Assignment (as appropriate) and at any time at the Employment Business’s request, the Intermediary undertakes to:
5.2.1. inform the Employment Business of any Calendar Weeks in the 24 months immediately preceding the start of the relevant Assignment and/or during the relevant Assignment in which the Agency Worker has worked in the same or a similar role with the relevant Hirer via any third party and which the Intermediary and/or the Agency Worker believes count or may count toward the Qualifying Period; and
5.2.2. provide the Employment Business with all the details of such work, including (without limitation) details of where, when and the period(s) during which such work was undertaken and any other details requested by the Employment Business; and
5.2.3. inform the Employment Business if, in the 24 months immediately preceding the start of the relevant Assignment the Agency Worker has:
5.2.3.1. completed two or more assignments with the Hirer;
5.2.3.2. completed at least one assignment with the Hirer and one or more earlier assignments with any member of the Hirer’s Group; and/or
5.2.3.3. worked in more than two roles during an assignment with the Hirer and on at least two occasions worked in a role that was not the same role as the previous role.
5.3. If the Agency Worker is unable for any reason to provide the Intermediary Services during the course of an Assignment, the Intermediary should inform the Employment Business as soon as possible, but in any event no later than 1 hour after the commencement of the Assignment or shift. In the event that it is not possible to inform the Employment Business within these timescales, the Intermediary should alternatively inform the Hirer and then the Employment Business as soon as possible.
5.4. If, either before or during the course of an Assignment, the Intermediary becomes aware of any reason why it or the Agency Worker supplied to perform the Intermediary Services may not be suitable for an Assignment, the Intermediary shall notify the Employment Business without delay.
5.5. The Intermediary acknowledges that any breach of its obligations set out in clause 4 (Warranties provided by the Intermediary) and this clause 5 (The Intermediary’s Obligations) may cause the Employment Business to suffer Losses and that the Employment Business reserves the right to recover such Losses from the Intermediary.

6. THE EMPLOYMENT BUSINESS’S OBLIGATIONS
6.1. Throughout the term of this Agreement the Employment Business will pay the Intermediary at least the Minimum Rate (subject to Deductions) in respect of the provision of the Intermediary Services.
6.2. At the same time as an Assignment is offered to the Intermediary the Employment Business shall provide the Intermediary with an Assignment Details Form setting out the following:
6.2.1. the identity of the Hirer, and if applicable the nature of their business;
6.2.2. the date the Assignment is to commence and the duration or likely duration of the Assignment;
6.2.3. the Type of Work, location and hours during which the Intermediary would be required to provide the Intermediary Services;
6.2.4. the Intermediary Fees and any expenses payable by or to the Intermediary;
6.2.5. any risks to health and safety known to the Hirer in relation to the Assignment and the steps the Hirer has taken to prevent or control such risks; and
6.2.6. what experience, training, qualifications and any authorisation required by law or a professional body the Hirer considers necessary or which are required by law to work in the Assignment.
6.3. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any public or bank holiday) following save where:

6.3.1. the Intermediary is being offered an Assignment in the same position as one in which the Intermediary had previously been supplied within the previous 5 business days and such information has already been given to the Intermediary; or
6.3.2. subject to clause 6.4, the Assignment is intended to last for 5 consecutive business days or less and such information has previously been given to the Intermediary and remains unchanged, the Employment Business needs only to provide written confirmation of the identity of the Hirer and the likely duration of the Assignment.
6.4. Where the provisions of clause 6.3.2 are met but the Assignment extends beyond the intended 5 consecutive business day period, the Employment Business shall provide such information set out in clause 6.2 to the Intermediary in paper or electronic form within 8 days of the start of the Assignment.

7. TIMESHEETS AND INVOICING
7.1. At the end of each week of an Assignment (or at the end of the Assignment where an Assignment is for a period of less than 1 week or is completed before the end of a week) the Intermediary shall deliver to the Employment Business the Employment Business’s timesheet duly completed to indicate the number of hours worked by the Intermediary during the preceding week signed by an authorised representative of the Hirer. The timesheet must be accompanied by an invoice from the Intermediary for the amount due from the Employment Business to the Intermediary for the hours worked in that week. Such invoice should bear the Intermediary’s name, the name of the Agency Worker who provided the Intermediary Services, the Intermediary’s company registration number and VAT number, and should state any VAT due on the invoiced sum.
7.2. Subject to the Intermediary complying with the provisions of this clause 7 the Employment Business shall pay the for all hours worked regardless of whether the Employment Business has received payment from the Hirer for those hours.

7.3. In order to ensure prompt payment, the Employment Business should receive the signed timesheet no later than 12pm on Wednesday following the week to which it relates. Where the Intermediary fails to submit a properly authenticated timesheet the Employment Business shall, in a timely fashion, conduct further investigations into the hours claimed by the Agency Worker and the reasons, if any, that the Hirer has refused to sign a timesheet in respect of those hours. This may delay any payment due to the Intermediary

8. PAYING THE INTERMEDIARY
8.1. Subject to the receipt of the Intermediary’s invoice and signed timesheet in accordance with clause 7 above, and the Intermediary’s compliance with this Agreement, the Employment Business will pay the Intermediary the Net Pay within 7 days of receipt of the Intermediary’s invoice. The Intermediary shall be notified on a per Assignment basis.
8.2. Subject to clause 8.9, if and when the Agency Worker completes the Qualifying Period the Employment Business reserves the right to vary the Intermediary Fees if there is any variation in the Relevant Terms and Conditions. Any such variation will be as set out in a variation to the relevant Assignment Details Form and the Intermediary shall ensure that, if at any time the Employment Business varies the Intermediary Fees in accordance with this clause 8.2, the Intermediary will, at the same time, make the same variations to the corresponding payments the Intermediary makes to the Agency Worker.
8.3. Under the AWR, on completion of the Qualifying Period the Agency Worker may be entitled to paid annual leave (save where the Intermediary is a Temporary Work Agency and it is agreed in the relevant Assignment Details Form that the Agency Worker is employed on an AWR Regulation 10 Contract of Employment) and/or unpaid annual leave in addition to the Agency Worker’s entitlement to paid annual leave under the WTR provided by the Intermediary. If this is the case, any such entitlement(s), the date from which any such entitlement(s) will commence and how any payment for such entitlement accrues in respect of the relevant Assignment will be as set out in the relevant Assignment Details Form or any variation to the relevant Assignment Details Form and the Intermediary will pass this information on to the Agency Worker and, if the Intermediary receives any such payment(s) for leave from the Employment Business, the Intermediary will make the same payment(s) to the Agency Worker.
8.4. Subject to clause 8.9, on completion of the Qualifying Period the Agency Worker may be entitled to receive a bonus. The Intermediary will, and will procure that the Agency Worker will, comply with any requirements of the Employment Business and/or the Hirer relating to the assessment of the Agency Worker’s performance for the purpose of determining whether or not the Agency Worker is entitled to a bonus and the amount of any such bonus. If, subject to satisfying the relevant criteria, the Agency Worker is entitled to receive a bonus, the Employment Business will pay the bonus to the Intermediary subject to the appropriate Deductions and the Intermediary will pay the bonus to the Agency Worker.
8.5. All payments due from the Employment Business will be made to the Intermediary and not to any third party or the Agency Worker.
8.6. The Employment Business shall not be obliged to pay the Intermediary for any periods during which the Intermediary Services are not provided, whether this is due to the Intermediary being unable to provide the Intermediary Services or where the Hirer does not require the Intermediary Services or otherwise in respect of annual leave (save as where may be the case in accordance with clause 8.3), illness or absence of the Agency Worker.
8.7. The Employment Business will pay the Net Pay into a UK business bank account only.
8.8. The Intermediary shall bear the cost of any training which the Agency Worker may require in order to perform the Intermediary Services.
8.9. Clauses 8.2 to 8.4, inclusive, will not apply where the Agency Worker is employed on an AWR Regulation 10 Contract of Employment.

9. TERM AND TERMINATION
9.1. Either of the Employment Business or the Intermediary may terminate the Assignment by giving the other party in writing the period of notice specified in the relevant Assignment Details Form.
9.2. Notwithstanding clauses 9.1 and 9.3 of this Agreement, where required by the Hirer, the Employment Business may without notice and without liability instruct the Intermediary to cease work on an Assignment at any time, where:
9.2.1. the Intermediary has acted in breach of the rules and regulations applicable to third parties providing services to the Hirer or to the Hirer’s own staff; or
9.2.2. the Intermediary has committed any serious or persistent breach of any of its obligations under this Agreement; or
9.2.3. the Hirer reasonably believes that the Intermediary has not observed any condition of confidentiality from time to time; or
9.2.4. the Hirer is dissatisfied with the Intermediary’s or the Agency Worker’s provision of the Intermediary Services and has terminated the Assignment; or
9.2.5. either the Hirer or the Intermediary is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or
9.2.6. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Hirer or the Intermediary; or
9.2.7. an order is made for the winding up of the Hirer or the Intermediary, or where the Hirer or the Intermediary passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation or amalgamation where the resulting entity will assume all the obligations of the other party under this Agreement); or
9.2.8. the Intermediary or the Agency Worker is suspected of any fraud, dishonesty or serious misconduct; or
9.2.9. the Intermediary or the Agency Worker is unable to perform the Intermediary Services for 2 days or more;
9.2.10. the Intermediary fails to provide the Agency Worker’s Tax and NICs Information [prior to receipt of the Intermediary’s first invoice for the relevant Assignment];
9.2.11. the Hirer provides or seeks to provide, a document which incorrectly states that Assignment is an Inside IR35 assignment;
9.2.12. the circumstances of the Assignment change such that the Assignment ceases to be an Inside IR35 Assignment and becomes an Outside IR35 Assignment.
9.2.13. the Intermediary fails to comply with clause 13.3; or
9.2.14. the Employment Business knows or suspects that either the Intermediary or the Agency Worker have breached the Data Protection Laws
9.3. The Intermediary acknowledges that the continuation of an Assignment is subject to and conditioned by the continuation of the contract entered into between the Employment Business and the Hirer. In the event that the contract between the Employment Business and the Hirer is terminated for any reason the Assignment shall cease with immediate effect without liability to the Intermediary.
9.4. Failure by the Intermediary to give notice of termination as required in the Assignment Details Form shall constitute a breach of contract and shall entitle the Employment Business to claim damages from the Intermediary for any resulting Losses suffered by the Employment Business.

10. INTELLECTUAL PROPERTY RIGHTS
10.1. The Intermediary acknowledges that all copyright, trademarks, patents and other intellectual property rights deriving from the Intermediary Services carried out by the Intermediary and the Agency Worker for the Hirer during the Assignment shall belong to the Hirer. Accordingly the Intermediary shall (and shall procure that the Agency Worker shall) execute all such documents and do all such acts as the Employment Business shall from time to time require in order to give effect to its rights pursuant to this clause.

11. CONFIDENTIALITY
11.1. In order to protect the confidentiality and trade secrets of any Hirer and the Employment Business and without prejudice to every other duty to keep secret all information given to it or gained in confidence the Intermediary agrees on its own part and on behalf of the Agency Worker as follows:

11.1.1. not at any time whether during or after an Assignment (unless expressly so authorised by the Hirer or the Employment Business as a necessary part of the performance of its duties) to disclose to any person or to make use of any of the trade secrets or the Confidential Information of the Hirer or the Employment Business with the exception of information already in the public domain;
11.1.2. to deliver up to the Hirer or the Employment Business (as directed) at the end of each Assignment all documents and other materials belonging to the Hirer (and all copies) which are in its possession including documents and other materials created by it or the Agency Worker during the course of the Assignment; and
11.1.3. not at any time to make any copy, abstract, summary or précis of the whole or any part of any document or other material belonging to the Hirer except when required to do so in the course of its duties under an Assignment in which event any such item shall belong to the Hirer or the Employment Business as appropriate.

12. COMPUTER EQUIPMENT WARRANTY
12.1. The Intermediary shall ensure that any computer equipment and associated software that it provides to the Agency Worker for the purpose of providing the Intermediary Services contains anti-virus protection with the latest released upgrade from time to time.

13. CONTRACT MONITORING AND AUDITS
13.1. The Employment Business reserves the right to audit the Intermediary on an ad hoc basis to ensure compliance with this Agreement and all statutory requirements in relation to all Agency Workers supplied to provide the Intermediary Services. The Employment Business will give the Intermediary 7 days’ notice of such audit.
13.1.1. To assist the Employment Business in its audit the Intermediary will:
13.1.2. maintain such records as are necessary to comply with this Agreement and all statutory requirements in relation to all Agency Workers supplied to provide the Intermediary Services, and will provide copies of the same to the Employment Business on request;
13.1.3. provide the Employment Business with access to its premises and original records relating to all Agency Workers supplied to provide the Intermediary Services.
13.2. If having conducted an audit, the Employment Business requires the Intermediary to take any action the Intermediary shall take such action within the time period specified by the Employment Business. If the Intermediary fails to take such action or to rectify the matter to the Employment Business’s satisfaction, the Employment Business may terminate this Agreement in accordance with clause 9.

14. LIABILITY
14.1. The Intermediary shall:
14.1.1. be liable for any Losses or injury to any party resulting from the deliberate and/or negligent acts or omissions of the Intermediary or Agency Worker during an Assignment; and
14.1.2. obtain adequate employer’s liability insurance, public liability insurance, professional indemnity insurance and any other suitable policies of insurance in respect of the Intermediary or the Agency Worker. The Intermediary shall maintain such insurances for the duration of the Assignment and following termination of the Assignment for the period specified. The Intermediary shall make a copy of the policy available to the Employment Business upon request.
14.2. For the avoidance of doubt, the Employment Business will not be liable to any of the Intermediary or the Intermediary Staff for any Losses they may incur as a result of the Hirer’s IR35 Status Decision.

15. INDEMNITY
15.1. The Intermediary shall indemnify and keep indemnified the Employment Business against any Losses suffered or incurred by the Employment Business by reason of any proceedings, claims or demands by the Agency Worker, the Hirer or any third party arising out of any non-compliance with, and/or as a result of, any breach of this Agreement or the Data Protection Laws by either the Intermediary or the Agency Worker.

16. SEVERABILITY
16.1. If any of the provisions of this Agreement shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws.

17. NOTICES
17.1. All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.

18. RIGHTS OF THIRD PARTIES
18.1. Save as set out in clause 18.2, none of the provisions of this Agreement is intended to be for the benefit of or enforceable by third parties and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.
18.2. The Hirer shall be entitled to rely on and enforce the indemnities in clause given by the Intermediary in favour of the Hirer, notwithstanding that the Hirer is not a party to this Agreement.

19. GOVERNING LAW AND JURISDICTION
19.1. This Agreement is governed by the law of England and is subject to the exclusive jurisdiction of the Courts of England

SCHEDULE: “QUALIFYING PERIOD” AND “TEMPORARY WORK AGENCY”

For the purpose of the definition of “Qualifying Period” in clause 1.1 of this Agreement, when calculating whether any weeks completed with the Hirer count as continuous towards the Qualifying Period, where:
(a) the Agency Worker has started working during an assignment and there is a break, either between assignments or during an assignment, when the Agency Worker is not working;
(b) the break is:
(i) for any reason and not more than six Calendar Weeks;
(ii) wholly due to the fact that the Agency Worker is incapable of working in consequence of sickness or injury and the break is 28 Calendar Weeks or less; paragraph (iii) does not apply; and, if required to do so by the Employment Business, the Agency Worker has provided such written medical evidence as may reasonably be required;
(iii) related to pregnancy, childbirth or maternity and is at a time in a protected period, being a period beginning at the start of the pregnancy and ending at the end of the 26 weeks beginning with childbirth (being the birth of a living child or the birth of a child whether living or dead after 24 weeks of pregnancy) or, if earlier, when the Agency Worker returns to work;
(iv) wholly for the purpose of taking time off or leave, whether statutory or contractual, to which the Agency Worker is otherwise entitled which is:
i. ordinary, compulsory or additional maternity leave;
ii. ordinary or additional adoption leave;
iii. ordinary or additional paternity leave;
iv. time off or other leave not listed in paragraphs (iv)I, ii, or iii above; or
v. for more than one of the reasons listed in paragraphs (iv)I, ii, iii to iv above;
(v) wholly due to the fact that the Agency Worker is required to attend at any place in pursuance to being summoned for service as a juror and the break is 28 Calendar Weeks or less;
(vi) wholly due to a temporary cessation in the Hirer’s requirement for any worker to be present at the establishment and work in a particular role for a pre-determined period of time according to the established custom and practices of the Hirer;
(vii) wholly due to a strike, lock-out or other industrial action at the Hirer’s establishment; or
(viii) wholly due to more than one of the reasons listed in paragraphs (ii), (iii), (iv), (v), (vi) or (vii); and
(c) the Agency Worker returns to work in the same role with the Hirer,
any weeks during which the Agency Worker worked for the Hirer before the break shall be carried forward and treated as counting towards the Qualifying Period with any weeks during which the Agency Worker works for the Hirer after the break. In addition, when calculating the number of weeks during which the Agency Worker has worked, where the Agency Worker has started working in a role during an Assignment and is unable to continue working for a reason described in paragraph (b)(iii) or (b)(iv)i., ii, or iii., for the period that is covered by one or more such reasons, the Agency Worker shall be deemed to be working in that role with the Hirer for the original intended duration or likely duration of the relevant Assignment, whichever is the longer. For the avoidance of doubt, time spent by the Agency Worker working during an assignment before 1 October 2011 does not count for the purposes of the definition of “Qualifying Period”.

“Temporary Work Agency” means as defined in Regulation 4 of the AWR being a person engaged in the economic activity, public or private, whether or not operating for profit, and whether or not carrying on such activity in conjunction with others, of:
(a) supplying individuals to work temporarily for and under the supervision and direction of hirers; or
(b) paying for, or receiving or forwarding payment for, the services of individuals who are supplied to work temporarily for and under the supervision and direction of hirers.
Notwithstanding paragraph (b) of this definition a person is not a Temporary Work Agency if the person is engaged in the economic activity of paying for, or receiving or forwarding payments for, the services of individuals regardless of whether the individuals are supplied to work for hirers. For the purpose of this definition, a “hirer” means a person engaged in economic activity, public or private, whether or not operating for profit, to whom individuals are supplied, to work temporarily for and under the supervision and direction of that person.