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
Gloucestershire, GL55 6AT
0203 475 4027
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
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 email@example.com
or telephone our customer service line on 0203 475 4027.
BY USING OUR SITE YOU ACCEPT THESE TERMS
If you do not agree to these terms, you must not use our site.
THERE ARE OTHER TERMS THAT MAY APPLY TO YOU
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.
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.
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.
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.
You may use our site only for lawful purposes. You may not use our site:
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.
We may from time to time provide interactive services on our site, including, without limitation:
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.
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:
A Contribution must not:
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:
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
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 firstname.lastname@example.org.
WHICH COUNTRY’S LAWS APPLY TO ANY DISPUTES?
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).
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.
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.
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.
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
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.
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 email@example.com.
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 firstname.lastname@example.org
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 email@example.com.
(1) Medicure Professionals Limited (registration No: 08396434) of Camperdene House, High Street, Chipping Campden, Gloucestershire, GL55 6AT (“the Company”).
(2) Company Name: (registration No:……..) Address: ………………..(“the Client”)
• The Company, a recruitment business carries on the business of sourcing and supplying Contractors to provide specialist, technical services to its clients. The Client has instructed the Company on an assignment, as specified in the attached Assignment Schedule.
• The Company will supply a Contractor to the Client to fulfil the Assignment on the terms and conditions of this agreement.
• This Agreement is a framework agreement, the terms of which will apply to any and each Assignment Schedule agreed between the parties.
IT IS AGREED as follows:
1.1. In the Agreement the following definitions apply, unless the context otherwise requires:
“AWR” means, the Agency Workers Regulations 2010;
“Agreement” means, the agreement between the Company and the Client, incorporating the terms and conditions contained herein, its schedules, timesheets and Service Authorisations;
“Assignment” means, the Services to be delivered as specified in an Assignment Schedule;
“Client” means, person, public body, firm or corporate body named as a party and to whom the Contractor is Introduced by the Company and will include any subsidiary, holding, associated or affiliated company of the Client as defined in s1159-s1162 Companies Act 2006 and End Client where applicable;
“Commencement Date” means, the start date of the services as set out in the Assignment Schedule;
“Conduct Regulations” means, the Conduct of Employment Agencies and Employment Businesses Regulations 2003;
“Confidential Information” means information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) in respect of the Company, the Client and its end clients, relating to their business methods, plans, systems, finances or projects, training and development and research or development projects, their trade secrets, the identity and business affairs of their customers and clients, potential customers and clients, the provision of products or services to which they attach confidentiality or in respect of which they hold an obligation to a third party which comes to either parties attention or possession and which is regarded or could reasonably be regarded as confidential, whether or not any such tangible information is marked ‘confidential’;
“Contractor” means, registered freelancer, or corporate body Introduced to the Client by the Company to carry out an Assignment and includes the Consultant, substitute Consultant, and any third party to whom the provision of the Assignment is sub-contracted;
“Consultant” means, the person provided by a corporate Contractor to perform the Services and includes an Umbrella Employed;
“Data Protection Laws means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018;
“Documents” includes, but is not limited to, inventions, discoveries, improvements, promotions, formulae, designs, models, prototypes, programs, sketches, drawings, manuals, source codes and plans;
“End Client” means, any client or customer of the Client for whom, or at whose premises, the Services are performed under this Agreement;
“Engagement” means, any engagement, employment, retention or use of the Contractor’s services, directly or indirectly by the Client or by any third party to whom they have been introduced by the Client, on a permanent or temporary basis which will include under an employment contract, contract for services, agency, licence, franchise or partnership arrangement, or via any other supplier and “Engage”, “Engages” and “Engaged” will be construed accordingly;
“Fees” means, the fees for the Services as notified to the Client at the commencement of the Assignment and which, may be varied, by the Company from time to time during the Assignment to fulfil its statutory obligations. Fees include any expenses described in the Assignment Schedule or other disbursements as may have been pre- approved by the Client or, if there is no such agreement, such expenses as are reasonable;
“Force Majeure” means, acts, events, omissions or accidents beyond a party’s reasonable control, including strikes or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of equipment, fire, flood, storm or material default of suppliers or subcontractors;
“Intellectual Property” means, any patent, trade mark or service mark, copyright, design or mark, any application or renewal for any of the foregoing, any right in respect of technical or commercial information including but not limited to rights in computer software, database rights, know-how rights and any other form of protection in each case whether registered or unregistered and equivalent rights which may now or in the future subsist in any part of the world;
“Introduction” means, the provision of any information to the Client by the Company (whether in writing or orally), which identifies a Contractor and in respect of which the Client acknowledges receipt whether orally or in writing and
” Introduces” will be construed accordingly;
“Introduction Fee” means,
• if any Contractor is employed by the Client or a third party the compensation will be calculated as a single fee of 20% of the annual total remuneration to be paid to that person plus applicable sales taxes, or if no such fee can be reasonably calculated by the Company then the fee as set out in (2) or (3) below to be determined at the Company’s discretion;
• if the Contractor is engaged on a non-permanent basis the fee will be calculated as 300 x the hourly rate or 40 x the daily rate, whichever is the larger (plus applicable sales taxes) as paid by the Client on the most recent Assignment of the Contractor;
• if the Engagement follows an Introduction but no supply by the Company then the fee will be £10,000 or equivalent in local currency plus applicable sales tax;
“Off Payroll” means, Part 2, Chapter 10 Income Tax (Earnings and Pensions) Act 2003;
“Restriction Period” means, the 12 months following either:
1. the Introduction of the Contractor; or
2. the termination or expiration of an Assignment of the Contractor;
whichever happens last in time;
“Services” means, all or any part of the work or services performed by the Contractor as set out in an Assignment Schedule hereto and performed from time to time pursuant to this Agreement;
“Umbrella Employed”means, a worker supplied by the Company employed by an intermediary company known as an umbrella company.
1.2. In this Agreement:
1.2.1. unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa;
1.2.2. a reference to a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.
1.3. In this Agreement:
1.3.1. the headings contained in this Agreement are for convenience only and do not affect their interpretation;
1.3.2. all agreements on the part of any of the parties to this Agreement which comprise more than one person or entity will be joint and several;
1.3.3. if any term herein conflicts with any term in the schedules, then the schedules will take precedence, and the terms in the Assignment Schedule will prevail in the event of conflict between terms in the schedules.
2. THE CONTRACT AND SERVICES
2.1. This Agreement constitutes the entire agreement between the Company and the Client and will prevail over any terms of business or purchase conditions (or similar) proposed by the Client. These terms and conditions supercede all previous terms of business issued by the Company.
2.2. This Agreement can be terminated by either party giving the other 28 days’ written notice. Post termination on notice, this Agreement shall continue to apply to ongoing Assignments until their termination.
2.3. This Agreement will be deemed to be accepted by the Client by an Introduction to the Client, an Engagement, signature of this Agreement, signature of a Service Confirmation, by passing on of information about a Contractor to a third party or by conduct and this Agreement will apply whether or not the Contractor is Engaged by the Client for the same type of work as that for which the Introduction was originally effected. This Agreement is a framework agreement, the terms of which will apply to any and each Assignment Schedule agreed between the parties.
2.4. No variation or alteration to this Agreement will be valid unless the details of such variation are agreed between a Director of the Company and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms will apply.
2.5. The Company will seek to ensure that the Contractor is suitably skilled to deliver the Services with reasonable skill and care and has made reasonable enquiries of the Contractor concerning suitability and technical competence. The Company does not test the Contractor’s technical skills and it is for the Client to satisfy itself as to the Contractor’s overall capability to fulfil the Assignment when interviewing the Contractor and/or during the first week of the Assignment. The Company will accept no responsibility for information relating to the Contractor, which is outside its knowledge.
2.6. The Company will undertake limited compliance measures to verify the Contractor has the right to work and leave to remain in the country in which the Services are physically performed but does not have a statutory obligation to do so and the Client must satisfy itself that the Contractor does have the appropriate right to work. The Company will require the Contractor to warrant under contract that appropriate taxes and social costs will be paid in respect of the Assignment.
2.7. The Client acknowledges that an incorporated Contractor will supply a Consultant to deliver the Services. Where the Consultant is unable or unwilling to provide any part of the Services for whatever reason the Contractor will be entitled to substitute the Consultant or sub-contract the performance of the Services provided that the replacement Consultant or sub-contractor has the required skills and qualifications and any professional registrations or clearances required by the Client.
2.8. The Client acknowledges that the Contractor will be permitted to determine how it will provide the Services and will have the flexibility to determine equipment required, place of work and working hours subject to the Contractor complying with any reasonable Client operational requirements and targets as are agreed.
2.9. Where the Services are undertaken at the Client’s site, the Contractor should comply with any reasonable requirements relating to working hours, health and safety, and any other operational requirements in relation to the Client’s site as are made known to the Contractor.
2.10. The Client must take steps to ensure that the Contractor is treated as an independent contractor and should not be given employee style instructions or privileges or be treated as under the Client’s supervision, direction or control unless expressly stated in an Assignment Schedule.
2.11. Nothing in the Agreement will serve to create any employer/employee relationship or principal/agent relationship between the Client and the Company or the Contractor and the Client.
2.12. The Client undertakes to comply with all applicable laws, regulations and legal duties (whether statutory or otherwise) arising from, directly or indirectly connected with the Services and will assist the Company in complying likewise.
2.13. The Client acknowledges that an Umbrella Employed is entitled to statutory leave including holiday and sickness leave.
2.14. The AWR do not apply to Assignments under this Agreement other than those for the supply of Umbrella Employed, unless agreed otherwise by the parties. When the AWR apply, the Client will:
2.14.1. comply with its obligations under Regulations 12 and 13 of the AWR;
2.14.2. notify the Company if the Contractor has previously worked for it for a period impacting the AWR qualifying period;
2.14.3. notify the Company in writing of any AWR claim or potential claim which comes to its notice as soon as practicable.
3. INFORMATION TO BE PROVIDED
3.1. Prior to the commencement of the Assignment, or if this is not practical, upon commencement of the Assignment, the Company will send to the Client an Assignment Schedule setting out the following information:
3.1.1. the identity of the Contractor and the Consultant supplied to carry out the Assignment;
3.1.2. the Fees;
3.1.3. any agreed expenses; and
3.1.4. the length of notice that the Client would be entitled to give and receive to terminate the Assignment.
3.2. The Client warrants it has given the Company sufficient information in respect of the Assignment and the Services including but not limited to:
3.2.1. any risks to health and safety known to the Client and the steps taken by the Client to avoid or control such risks;
3.2.2. the experience, training, qualifications, vetting, security clearance and any authorisations which the Client considers are necessary, or which are required by law or by any professional body for the Contractor to possess, to provide the Services.
3.3. The Conduct Regulations shall not apply to an Assignment unless the Contractor is stated as Non-Opt Out in the Assignment Schedule.
3.4. The Client will notify the Company as soon as practicable if it or the End Client is a public authority to which Off Payroll applies. If Off Payroll applies to an Assignment the Client warrants to comply with its obligations under Off Payroll or to ensure the End Client provides such a warranty and will notify the Company as soon as practicable but latest by the Commencement Date if the Assignment is inside IR35.The Client warrants to make its assessment accurately, honestly, with due care and on a timely basis prior to the Commencement Date. The Client shall notify the Company immediately if the Off-Payroll status changes during an Assignment.
4. VERIFICATION OF THE SERVICES
4.1. At the end of each period of the Assignment, as specified in the Assignment Schedule (or at the end of the Assignment where the Assignment is for a period of less than 1 week or is completed or finished before the end of a week) the Client will verify the execution of the Services by signature of a timesheet or Service Confirmation provided to the Client for this purpose.
4.2. Such verification will constitute acceptance by the Client that the Services have been provided satisfactorily and in accordance with this Agreement. Failure to sign a Service Confirmation does not affect the Client’s obligation to pay the Fees in respect of time worked. In the event of a dispute the Client will cooperate fully and in a timely fashion with the Company to enable a Company to establish what hours, if any, were worked by the Contractor.
5.1. The Client agrees to pay the Fees plus applicable sales tax. Should any kind of withholding tax regime apply to the Fees due under an Assignment, then the Client Fees will be grossed up to incorporate any such amount of withholding tax which the Client is legally required to retain.
5.2. The Company reserves the right to vary the Fees agreed with the Client, by giving written notice to the Client, to comply with any additional financial liability imposed by statute or other legal requirement or entitlement.
5.3. The Fees are invoiced to the Client monthly or bi-weekly or as stated in the relevant Assignment Schedule and are payable within 14 days of date of issue.
5.4. Fees are set out in the relevant Assignment Schedule. The Client must approve timesheets or confirm delivery of Services by authorisation of a Service Confirmation and return them to the Company promptly. The Company relies on the fact that the Client has approved a timesheet or Service Confirmation when making payment to the Contractor. The Client will assist the Company if it needs to verify the Fees. The Client will retain one copy of each timesheet or Service Authorisation for its own records.
5.5. An authorised signatory of the Client should approve all expenses before they are incurred and provide confirmation of such approval in writing. The Client may reimburse the Company’s expenses directly. The Client will retain copies of all expense receipts submitted.
5.6. Under no circumstances should the Client discuss with the Contractor the rates charged by the Company to the Client.
5.7. The Company reserves the right to charge interest on invoiced amounts unpaid by the due date at the rate of 8% above the Bank of England base rate calculated on a daily basis until date of receipt of payment. If there is a statutory entitlement to charge interest at a higher rate than the contractual rate, then the Company reserves the right to levy interest at the higher statutory rate from the due date.
5.8. Without prejudice to the Company’s other termination rights, in the event of late payment of any invoice it will have the right to immediately suspend performance of this Agreement, including any other assignment, until the Client pays all invoices due to the Company together with providing such security, whether financial or otherwise, as the Company reasonably considers necessary to secure its position in respect of future Fees.
5.9. The Company may assign to a third party the right to render invoices and receive payment.
5.10. All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated unless the Client notifies the Company in writing within five days of receipt of any dispute and the reason for dispute. In the event the Client does so notify the Company that it wishes to dispute part of an invoice, the Client will pay the undisputed part of the invoice within the agreed payment terms and will co-operate fully with the Company to resolve the dispute as quickly as possible.
5.11. The Client will indemnify the Company from and against all loss, damage, cost or expenses (including legal expenses) which the Company may incur as a failure of the client to pay the Company’s account on time or in taking steps to effect recovery of sums due from the Client.
6.1. Should the Client, within the Restriction Period, wish to Engage the services of the Contractor other than through the Company then it will;
6.1.1. in the event of no Assignment, pay the Introduction Fee; or
6.1.2. following termination or expiration of the Assignment or any Assignment extension, pay the appropriate Introduction Fee.
6.1.3. The Introduction Fee is non-refundable.
6.2. Should any associated company of the Client, an End Client or any other third party to whom the Client has introduced the Contractor and/or the Consultant(s), within the Restriction Period Engage the services of the Contractor and/or the Consultant(s) other than through the Company then the Client will either:
6.2.1. in the event of no Assignment, pay the Introduction Fee; or
6.2.2. following termination or expiration of the Assignment or any Assignment extension, pay the Introduction Fee.
6.2.3. The Introduction Fee is non-refundable.
6.3. Sub Clauses 6.1 and 6.2 will survive the termination of the Agreement for the Restriction Period.
6.4. In the case of an Assignment for the supply of a Contractor who has not opted out of the Conduct Regulations, the “Restriction Period” will be the Relevant Period as defined in Regulation 10, clause 5 of the Conduct Regulations, namely 8 weeks from the end of the supply or 14 weeks from its commencement whichever occurs later in time. The Client may elect, by giving 28 written days’ notice, to an extended period of hire (Extended Period of Hire) of 52 weeks, rather than payment of an Introduction Fee. Should the Extended Period of Hire terminate prior to its expiry or the Consultant refuse or be unable to continue to perform the Services, then the Company reserves the right to charge an appropriate Introduction Fee as an alternative.
7. TERMINATION OF ASSIGNMENT AND TERMINATION FOR CAUSE
7.1. Either party may terminate an Assignment by giving to the other party in writing the period of notice specified in the relevant Assignment Schedule.
7.2. Notwithstanding the provisions of sub-clause 7.1. the Client may terminate an Assignment forthwith by notice in writing if it provides satisfactory evidence of cause in writing to the Company where:
7.2.1. The Company commits a breach of this Agreement and, in the case of a breach which is non- material and capable of remedy, fails to remedy it within 10 working days’ of receiving written notice giving full particulars of the breach and requiring the same to be remedied;
7.2.2. The Contractor and/or Consultant has committed an act(s) of misconduct, negligence, fraud or dishonesty whereby the Client reasonably concludes it is unable to continue to use its services;
7.2.3. The Client reasonably believes that the Company and/or Contractor has seriously breached any conditions of confidentiality made known to it from time to time in respect of the Confidential Information.
7.3. The Company may terminate this Agreement, including its Assignments forthwith by notice in writing and claim all monies due under all Assignments including work in progress unsupported by signed timesheets or Service Confirmations if:
7.3.1. the Client is in breach of its obligations under this Agreement and where the breach is capable of being remedied, fails to remedy the breach within 10 working days of receiving written notice from the Company to do so;
7.3.2. the Client fails to pay any amount which is due to the Company in full and on the date that the payment falls due;
7.3.3. the Client is dissolved, ceases to conduct all or substantially all of its business, is or becomes unable to pay its debts as they fall due, goes into liquidation or a receiver, administrative receiver, or someone of similar office be appointed to the Client or any part of its assets or undertakings;
7.3.4. an order is made for the winding up of the Client, or where the Client 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
7.3.5. the Client, if an individual, dies, or due to illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
7.4. The Client agrees that should its financial position become untenable and its organisation be taken over, amalgamated or cease trading, then any financial obligations that are outstanding for work performed for the Client by the Company under this Agreement up to and including the date of the Company being notified in writing of such changes, will be honoured by the Client’s parent company or the new owners should a parent company not exist.
7.5. If the Client does not require the Contractor to deliver Services during any period of notice of Assignment then it remains liable to pay the Fees for each working day during the notice period at the rate set out in the Assignment Schedule.
7.6. If the Company, acting reasonably, refuses to accept the grounds provided by the Client for an immediate termination of an Assignment, then the termination shall be treated as on notice and Clause 7.5 shall apply.
7.7. If Brexit, namely the UK ceasing to be a member of the European Union, causes a substantial adverse impact on a party’s or the parties’ abilities to fulfil this Agreement, whether during a transitional or post-transitional Brexit period, then either party may request the other party to negotiate a variation to this Agreement to alleviate the adverse impact. Should an agreement not be reached on such variation within 14 days then either party will be entitled to terminate this Agreement in accordance with the notice period specified in the Assignment Schedule.
8. INTELLECTUAL PROPERTY RIGHTS
The parties agree that all Intellectual Property in all the Documents produced by or on behalf of the Contractor in connection with or relating to this Agreement will vest in and belong to the Client. The Company will seek to procure, by contracting with the Contractor on the same terms as stated herein, that the Contractor irrevocably assigns to the Client all present and future rights with full title guarantee throughout the world, free from all encumbrance, save such rights as may be expressly owned or retained by the Contractor and set out in an Assignment Schedule.
9. CONFIDENTIALITY AND DATA PROTECTION
9.1. Both parties will use reasonable endeavours to ensure that they will keep confidential (and take reasonable steps to procure that their Contractors, employees and agents will keep confidential) and will not at any time for any reason disclose, publish or permit to be disclosed to any person, or published, or otherwise make use of, or permit to be made use of, any Confidential Information.
9.2. Both parties will comply with the provisions of the Data Protection Laws. For the purposes of this Clause, Data Controller, Data Processor, Joint Controller and Personal Data shall have the meanings as defined in the Data Protection Laws.
9.3. Under this Agreement the Company is a Data Controller and the Client is a Data Controller. The parties are not Joint Controllers or Data Processors for the other or a third party unless specific terms are agreed to that effect. Under a standard form of consultancy assignment neither the Contractor nor the Consultant will be processing the Client’s personal data as a Data Processor unless specific terms are agreed to that effect.
9.4. The Client shall only process Consultants’ Personal Data for the agreed purposes for which the Personal Data is transferred unless it notifies the Company before undertaking any further processing.
9.5. The parties shall ensure that;
9.5.1. they have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
9.5.2. they provide reasonable assistance to the other in responding to any request from a Data Subject and in ensuring compliance with their respective obligations under the Data Protection Laws with respect to data subject access requests and other data subject rights, data security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and
9.5.3. they notify the other without undue delay on becoming aware of a Personal Data breach relevant to Personal Data transferred pursuant to this Agreement.
10. LIABILITY AND INSURANCES
10.1. Whilst reasonable efforts are made by the Company to ensure the Services will be delivered to a reasonable standard of skill and in accordance with the Assignment Schedule, no liability is accepted by the Company for any loss, expense, damage, costs or delay (Losses) arising from the failure to provide a Contractor for completion of the Assignment whether by Contractor early termination or otherwise, or from the negligence, dishonesty, misconduct or lack of skill of the Contractor or the non-compliance of the Consultancy or Consultancy Staff with Data Protection Laws. The Contractor does not work under the supervision, direction or control of the Company.
10.2. The Company’s total liability under this Agreement will in all circumstances be limited to three (3) times the Fees levied under the Assignment in respect of which the liability allegedly accrues.
10.3. The Company will not be liable for special, indirect, consequential damages or any loss of profit, business, revenue, goodwill or anticipated saving of the Client or any third party.
10.4. For the avoidance of doubt, the Company does not exclude liability for its own gross negligence or wilful default, death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude by applicable law.
10.5. The Client will indemnify and keep indemnified the Company against any costs, claims damages, expenses or liabilities incurred by the Company arising out of any non-compliance with or as a result of any breach of this Agreement by the Client.
10.6. The Company confirms that it has the following insurances in place: Public Liability, Employers Liability and Professional Indemnity Insurance. The Company will upon request provide the Client with evidence of cover.
All notices which are required to be given in accordance with this Agreement will be in writing and may be delivered personally, 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 will 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.
12.1. If any of the provisions of this Agreement are determined by any competent authority to be unenforceable to any extent, such provision will, to that extent, be severed from the remaining provisions, which will continue to be valid to the fullest extent permitted by applicable laws.
12.2. Except as expressly provided in this Agreement a person who is not a party to this Agreement will have no rights to enforce any term of this Agreement.
12.3. The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with any of its right or obligations under this Agreement. The Client may do likewise with the Company’s consent, not to be unreasonably withheld.
12.4. Neither party will be liable to the other or be deemed to be in breach of this Agreement due to any delay in relation to the Services if the delay or failure is due to Force Majeure.
12.5. No failure or delay by either party in exercising any of its rights under this Agreement will be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of the same or any other provision.
12.6. The Client will comply with all applicable anti-slavery and human trafficking laws, statutes and regulations from time to time in force including the Modern Slavery Act 2015.
13. BRIBERY AND CORRUPTION
13.1. The Client will:
13.1.1. comply with all applicable laws, statutes, regulations, codes and guidance relating to anti-bribery and anti- corruption (Anti Bribery Laws) which will include compliance with the Anti Bribery Laws of the United Kingdom;
13.1.2. not do, or omit to do, any act that will cause the Company to be in breach of the Anti-Bribery Laws;
13.1.3. not offer, give or agree to give to any Contractor, Consultant, employee or representative of the Company any gift or other consideration which could act or reasonably be perceived to act as an inducement or a reward for any act or failure to act connected to the performance of this Agreement; and
13.1.4. promptly report to the Company any request or demand for a facilitation payment, financial or other advantage of any kind received by it, the Contractor and/or the Consultant in connection with the performance of this Agreement or any other circumstances which mean they can no longer comply with the terms of this Clause.
14. LAW OF THIS AGREEMENT AND JURISDICTION
This Agreement is governed by the law of England & Wales and is subject to the exclusive jurisdiction of the Courts of England & Wales.
(1) The “Company”: Medicure Professionals Limited a company incorporated in England & Wales under No. 08396434) whose registered office is at Camperdene House, High Street, Chipping Campden, Gloucestershire, GL55 6AT; and
(2) The “Contractor”: as outlined in “Assignment Schedule”
At all material times the Company is a recruitment business engaged in the supply of skilled specialists to its Clients. The Contractor is a company or registered freelancer specialist in the services required and related matters and is willing and able to provide its services on the terms of this Agreement and as specified in the Assignment Schedule.
IT IS AGREED as follows:
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires:
“Agency and Intermediaries
Legislation” means, provisions in the Income Tax (Earning and Pensions) Act 2003 (ITEPA 2003) and the Social Security (Categorisation of Earners) Regulations 1978 enacting employment intermediaries’ provisions and agency legislation from time to time in force;
“Assignment” means, the Services to be delivered as specified in an Assignment Schedule;
“AWR” means, the Agency Workers Regulations 2010;
“Client” means, the company to whom the Contractor and its Consultant are introduced including companies specified as such in the Assignment Schedule and will include end-clients where applicable;
“Start Date” means, the start date of the services as set out in the Assignment Schedule;
“Conduct Regulations” means, the Conduct of Employment Agencies and Employment Businesses Regulations 2003;
“Confidential Information” means, information in whatever form and wherever located in respect of the Company, the Client and its end clients, relating to their business methods, plans, systems, finances or projects, training and development and research or development projects, their trade secrets, the identity and business affairs of their customers and clients, potential customers and clients, the provision of products or services, to which they attach confidentiality or in respect of which they hold an obligation to a third party which comes to either parties’ attention or possession, including information that the Contractor creates, develops, receives or obtains in connection with an Assignment and which is regarded or could reasonably be regarded as confidential, whether or not any such tangible information is marked ‘confidential’;
“Consultant” means, adequately skilled, trained, suitable and capable individual provided by the Contractor to perform the Services and includes an Umbrella Employed or a substitute provided by the Contractor;
“Contractor” means, the registered freelancer, or corporate body, including a PSC or an umbrella company, introduced to the Client by the Company to carry out an Assignment and includes any third party to whom the provision of the Assignment is sub-contracted;
“Data Protection Laws means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018;
“Off Payroll” means, Chapter 10, Part 2, ITEPA 2003;
“Off Payroll Assignment” means, an Assignment to which Chapter 10,Part 2, ITEPA 2003 applies;
“Fees” means, the amount to be paid by the Company to the Contractor in consideration of the Services;
“Intellectual Property” means, patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information including know-how and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Introduction” means, the provision of any information identifying the Contractor or its Consultant provided to the Client by the Company in writing or orally;
“MSC Regulations” means, the regulations defined in Chapter 9, ITEPA 2003;
“PSC” means, a personal services company in which the Consultant is a director and holds a material interest in the company of at least a 5% shareholding;
“Services” means, the provision of the services by the Contractor to the Company as set out in the Assignment Schedule hereto and performed from time to time pursuant to this Agreement;
“Umbrella Employed” means, a consultant employed by an intermediary company contractor known as an umbrella company.
“Works” means, but is not limited to, inventions, discoveries, improvements, promotions, formulae, designs, models, prototypes, programs, sketches, drawings, manuals, Source Codes, plans and reports prepared by the Contractor and the Consultant in connection with the Services.
1.2 Unless the context otherwise requires, each reference in this Agreement to:
1.2.1. “writing”, and any cognate expression, includes a reference to any communication effected by facsimile transmission, e-mail or similar means;
1.2.2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3. “this Agreement” or to any other agreement or document referred to in this Agreement means this Agreement or such other agreement or document as amended, varied, supplemented, modified or novated from time to time and includes the Schedules.
1.3 In this Agreement
1.3.1. all agreements on the part of any of the parties to this Agreement which comprise more than one person or entity will be joint and several;
1.3.2. any reference to the parties includes a reference to their respective personal representatives, heirs, successors in title and permitted assignees;
1.3.3. if any term herein conflicts with any term in the schedules, then the schedules will take precedence, and the terms in the Assignment Schedule will prevail in the event of conflict between terms in the schedules;
1.3.4. words importing the singular number include the plural and vice versa and words importing any gender include any other gender.
2. Appointment, Duration and On-boarding Compliance
2.1. The Company appoints the Contractor to provide the Services with effect from the Start Date until this Agreement is terminated in accordance with Clause 6 below. This Agreement is a contract for services.
2.2. This Agreement may only be extended or renewed by the agreement of the parties in writing.
2.3. Any time for performance of the Services will be as specified in the Assignment Schedule hereto or where no time is specified within a reasonable time and time will be of the essence.
2.4. This Agreement is deemed to have been accepted by the Contractor on the earlier of the date it is signed by the Contractor or on which the Contractor first provides the Services. Neither the Contractor nor the Consultant will have a right to compensation should the Services fail to commence for any reason.
2.5. The Contractor must provide evidence within seven (7) days of request of the Contractor’s company registration, directorships and shareholdings, applicable sales tax registration, the full name and documentary confirmation of identity of the Consultant, the Consultant’s address, NI number, date of birth or their UTR number, confirmation of compliant immigration status and right to work, relevant qualifications, authorisations, security clearances of the Consultant as required by the Client, or by applicable law or professional body, and such other compliance documentation as may be required by the Client and made known to the Contractor (the Compliance Evidence). The Start Date is subject to delay if the Compliance Evidence is not submitted within a reasonable time.
2.6. The Company may withhold payment of invoices until the Compliance Evidence is provided in full. Should the Compliance Evidence not be provided within a reasonable time or be considered unsatisfactory, then this Agreement may be terminated and the Consultant may be required to provide his services via an employed umbrella company solution with an alternative Contractor satisfactory to the Company prior to payment, to comply with the Agency and Intermediaries Legislation. The Company does not need to exercise its Right to Audit set out in Clause 15 prior to reliance on this Clause 2.6.
2.7. If applicable the Company will require the Client to make an Off Payroll Determination and will seek to do so prior to the Start Date. The Contractor will supply the Compliance Evidence as required under Clause 2.5 and Clause 3.1.2 to assist the Company and the Client to make the Off Payroll Determination.
2.8. The Conduct Regulations do not apply to the Assignment unless stated otherwise in the Assignment Schedule.
3. Obligations of the Contractor
3.1. Throughout the period of this Agreement and the delivery of the Services the Contractor warrants to:
3.1.1. if a PSC working outside IR35, supervise, direct and control the activities of the Consultant and the manner in which the Consultant delivers the Services;
3.1.2. supply information as to the Contractor’s status and operations and Consultant’s employment status as required by the Company from time to time;
3.1.3. use the best quality materials, techniques, and equipment (with anti-virus protection with the latest released upgrades) and ensure that the Services are provided with the care, skill and diligence required in accordance with the best practice in the Contractor’s profession or trade;
3.1.4. take all reasonable steps to be expected of a professional consultancy to comply with any service related timetable or other targets as are agreed by the Contractor with the Client;
3.1.5. abide by all applicable statutes, laws, regulations and codes of practice relevant to the Services and the legal jurisdictions in which the Services are performed and delivered and such of the Client’s rules and regulations as are relevant to the provision of the Services to include rules on health, safety, environment, expenses, information technology, security, data protection, confidentiality, intellectual property, anti-bribery, data protection, modern slavery and site rules;
3.1.6. employ the Consultant in the country in which the Services are performed or obtain express written permission from the Company prior to implementing a non-employed solution;
3.1.7. provide any information or documentation reasonably requested by the Company to enable the Company to comply with its obligations under the AWR, to the extent applicable to an Assignment;
3.1.8. submit itself or its Consultant to screening or vetting reasonably required by the Client;
3.1.9. not do or omit to do any act, the doing of which or the omission of which would or might cause a breach of this Agreement or be likely to bring the Company or the Client into disrepute;
3.1.10. submit to the Company, at the frequency set out in the Assignment Schedule accurate timesheets or Service Authorisations in the Company’s format in respect of Services performed, which will be countersigned by an authorised signatory of the Client;
3.1.11. comply with the reasonable requests of the Company, which may be given from time to time, unless it can show good reason for not doing so;
3.1.12. give reasonable notice, which should not be less than two working days, of any period during which the Contractor will not be able to provide the Services, save with the prior written agreement of the Client Contact;
3.1.13. if a PSC, be liable for any defects or deficiencies arising in relation to the Services and will, where requested, rectify at its own cost and in its own time such defects or deficiencies as may be capable of remedy within a reasonable period from such request, unless stated otherwise in the Assignment Schedule;
3.1.14. immediately notify the Company and the Client of any personal injury sustained by the Consultant or any incident in which the Consultant is involved during the course of the Services; and
3.1.15. if supplying an Umbrella Employed, apply the travel and subsistence rules in the Agency and Intermediaries Legislation compliantly if applicable to the Assignment and in this regard, recognises that for the purpose of applying the legislation, supervision, direction or control by the Client is assumed unless demonstrated otherwise.
3.2. The Contractor undertakes to the Company with regard to the Consultant that it will:
3.2.1. observe and take reasonable steps to procure the observance by the Consultant of their terms and conditions of employment with the Contractor or if a non-employed Consultant or a substitute, will require compliance with similar terms and will forthwith, on written demand produce to the Company any document containing such terms and conditions or any memorandum thereof;
3.2.2. be responsible for making appropriate deductions for tax and social cost deductions from the total remuneration it pays the employed Consultant and for paying pension contributions, any bonuses, employment related or other fringe benefits;
3.2.3. comply with all statutory and legal requirements relating to its corporate status, operations and supply of the Consultant including but not limited to taxation, the Agency and Intermediaries Legislation, NICs and social costs, insurances, working time, data protection, immigration laws, modern slavery, bribery and employer statutory obligations such as are applicable to the jurisdictions in which the Services are performed and the Consultant is employed (including retention of a valid A1 certificate if applicable);
3.2.4. procure that the Consultant contracts on the same terms with it as stated herein in Clauses 3, 5, 8, 10, 11 and 12 to the extent permitted by applicable law and such terms will continue in full force and effect after termination of the Consultant’s agreement; and
3.2.5. procure that the Consultant obtains cover, if practicable, for the insurances as stated herein in Clause 7 should the Contractor’s insurances not provide adequate cover and that in this event, the Consultant contracts on the same terms with them as stated herein at Clause 9 and such term will continue in full force and effect after termination of the Consultant’s agreement.
3.3. Nothing in this Agreement will render the Contractor or the Consultant an employee of the Company or the Client and neither will hold themselves out as such. There is no obligation on the Company to secure an assignment for the Contractor or, to pay the Contractor in-between assignments or to pay the Contractor for periods during an Assignment where the Contractor cannot provide Services for any reason, irrespective of cause, which will include but not be limited to poor weather conditions, lack of equipment and ill health of the Consultant.
3.4. The Contractor may remove and replace any Consultant from an Assignment on a temporary or permanent basis, having liaised with the Client and the Company and taken their needs into consideration, or upon the Company or Client’s request. The Contractor will ensure that any new or additional Consultant will have the skills, qualifications, professional registrations, authorisations and security clearances required by the Client and is able to deliver the Services. S/he will be provided with all necessary training, information and data to enable the Contractor to continue the provision of the Services without any interruption or disruption to the Assignment and the Contractor will not levy any fees in consequence directly or indirectly of any change in the Consultant.
3.5. The Contractor warrants that it is not a Managed Service Company to which the MSC Regulations apply.
3.6. This Agreement is not exclusive and the Contractor and the Consultant may undertake services or perform work for third parties provided that at all times such services or works do not create a conflict of interest with the provision of the Services.
4. Fees and Expenses
4.1. The Company will pay to the Contractor the Fees within 28 days by bank transfer from the date a correctly submitted self bill invoice supported by timesheet, Service Confirmation or Client expense approval is received by the Company. The Fees are exclusive of applicable sales tax, which will be paid at the prevailing rate.
4.2. The Company agrees to complete self-billed invoices showing the Contractor’s name, address and VAT registration number and all other details required for a full VAT invoice and to issue them for all Services supplied to them by the Contractor until the end date of this Agreement. The Company may subcontract this obligation.
4.3. The Contractor agrees not to raise invoices for the transactions covered by this Agreement and to accept self-bill invoices raised by the Company on its behalf until the end of this Agreement.
4.4. The Contractor agrees to notify the Company immediately if they change their VAT registration number, stop being VAT registered or sell their business (or part of their business).
4.5. The Contractor will only receive payment for Services supported by timesheet or Service Confirmation authorised by the Client. Any delay the Contractor encounters in obtaining Client authorisation must be communicated promptly to the Company and it must assist the Company in resolving any disputes, including those relating to the quality of the Services. The Contractor recognises that falsifying a timesheet or a Service Confirmation is fraud and potentially a criminal offence.
4.6. Invoices submitted more than three months after the last working day covered by the supporting timesheet or Service Confirmation will only be paid once the payment in full is received from the Client for those Services. This sub-clause will not apply if the Conduct Regulations apply to the Assignment.
4.7. The Company will be entitled to set off against any Fees or other payments due to the Contractor any overpayments, advances, debts, interest payable on advances and amounts due arising out of any other liability of the Contractor to the Company. The exercise of its rights under this Clause will not limit or affect the Company’s other rights or remedies, including the right to claim repayment as a debt.
4.8. The Contractor will not be entitled to reimbursement of any expenses incurred unless specified in the Assignment Schedule, incurred with the Client’s prior written approval and in compliance with the Client’s expense policies. Expenses will only be reimbursed upon invoice supported by evidence of expenditure and Client approval.
4.9. The invoicing currency will be specified in the Assignment Schedule. Any foreign exchange charges or exchange rate losses will be borne by the Contractor.
5. Intellectual property
5.1. The Contractor warrants that all Intellectual Property in the Works will vest in and belong to the Client and/or the end client. The Contractor irrevocably assigns to the Client or the end client all present and future rights with full title guarantee throughout the world, free from all encumbrances. The Contractor will procure that the Consultant contracts on the same terms with them as stated herein. The Contractor and Consultant will execute and do all acts as are necessary to enable the Client or end client to apply for and obtain protection in any and all countries.
5.2. The Contractor warrants that it has the right to use all software and materials utilised in connection with the Works, that all necessary licences in connection with the use of all software and materials have been purchased and that the Works do not infringe any third-party rights.
5.3. The Contractor and Consultant agree to defend and hold harmless the Company, the Client and any end client or user against claims of infringement of third party rights.
6.1. The Company may terminate this Agreement at any time by giving the Contractor notice in writing as specified in the Assignment Schedule.
6.2. Notwithstanding Clause 6.1 the Company may immediately terminate an Assignment during the first week of an Assignment without giving any reasons whatsoever.
6.3. The Company may terminate this Agreement with immediate effect by giving written notice to the Contractor if the Contractor and/or its Consultant:
6.3.1 has committed an act or omission of dishonesty, improper behaviour, incompetence or negligence or is found to be unsatisfactory by the Client for any reason;
6.3.2 is convicted of any criminal offence (other than an offence under any road traffic legislation for which a fine or non-custodial penalty is imposed);
6.3.3 is unable to perform the Services for 2 days or more, save with the written approval of the Client Contact;
6.3.4 in the Client’s reasonable opinion has not observed any condition of confidentiality from time to time; and/or
6.3.5 goes into liquidation or receivership, has a receiver appointed over a significant part of its assets, or takes or suffers any similar action because of debt or anything analogous occurs under the law of any jurisdiction in relation to the Contractor.
6.4. The Contractor acknowledges that the continuation of the Assignment is subject to and conditioned by the commencement and continuation of the agreement entered into between the Company and the Client. No payment will be due if the Assignment does not commence. The Company may terminate this Agreement with the Contractor with immediate effect if the agreement between the Company and the Client is terminated by the Company or the Client for any reason or the delivery of the Services is on temporary hold for more than 5 working days, whether due to a Force Majeure event or otherwise.
Force Majeure means acts, events, omissions or accidents beyond a party’s reasonable control, including strikes or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of equipment, fire, flood, storm or material default of suppliers or subcontractors.
6.5. The right to terminate this Agreement in accordance with this Clause 6 will not prejudice any other right or remedy of either party in respect of the breach concerned or any other breach.
6.6. Upon termination of this Agreement for any reason the Contractor will be entitled to undisputed Fees to the date of termination, but it will not be entitled to any other payment or compensation whatsoever in respect of such termination.
6.7. If Brexit, namely the UK ceasing to be a member of the European Union, causes a substantial adverse impact on a party’s or the parties’ abilities to fulfil this Agreement, whether during a transitional or post-transitional Brexit period, then either party may request the other party to negotiate a variation to this Agreement to alleviate the adverse impact. Should an agreement not be reached on such variation within 14 days then either party will be entitled to terminate this Agreement in accordance with the notice period specified in the Assignment Schedule.
6.8. Clauses 5, 7, 8, 9, 10, 11, 12, 15 and 16 of this Agreement will continue in full force and effect after termination of this Agreement.
7.1. The Contractor will, throughout the period of this Agreement hold the following insurances and will supply the Company with evidence of cover upon request:
7.1.1. employers’ liability insurance (or equivalent workers’ compensation insurances) covering personal injury or death of the Consultant to the minimum value required by applicable legislation in the jurisdictions where the Consultant is employed and the Services are performed;
7.1.2. public liability insurances to cover a minimum of £1,000,000 per occurrence; and
7.1.3. during this Agreement and for a period of six years following termination professional indemnity insurance, including cover for the acts and omissions of the Consultant of at least £1,000,000 per occurrence.
8.1. The Contractor warrants that it will always keep confidential (and take steps to procure that its Consultant, employees and agents will keep confidential) and will not at any time for any reason disclose, publish or permit to be disclosed to any person, or published, or otherwise make use of, or permit to be made use of, any Confidentiality Information, save as required by law or in respect of Confidential Information already in the public domain.
8.2. The Contractor will immediately notify the Company should it become aware of the possession, use or knowledge of any of the Confidential Information by any unauthorised person, whether during or after the term of this Agreement and will provide such assistance as is reasonable.
8.3. The Contractor will and will procure that the Consultant will sign any reasonable confidentiality agreement provided to it by the Client.
8.4. At the end of the Assignment or on request of the Client or end client, then the Contractor will and will procure that the Consultant will deliver up to the Client or end client (as directed) all Works, pass cards, passwords, and other Client materials held by the Contractor or Consultant.
9. Liabilities and Indemnity
9.1. The Contractor will indemnify the Company and the Client in full against all liabilities, losses, damages, third party claims, fines, costs and expenses (including legal expenses) claimed against, awarded against, incurred or paid by the Company or the Client because of or in connection with:
9.1.1. breach of any obligation of this Agreement, any negligent act or omission and/or breach of duty of the Contractor and/or Consultant in relation to the Services;
9.1.2. any claims or demands made against the Client or the Company in respect of (i) any payments or deductions made or not made by the Contractor; (ii) any loss or damage incurred by the Consultant (including death or personal injury) in connection with an Assignment, whether incurred whilst performing the Services or otherwise; (iii) any Consultant claiming to be, having been held to be or deemed to be an employee or worker of the Company, the Client, or any third party including but not limited to claims in respect of IR35, dismissal, pension, workers compensation, bonuses, immigration status, AWR, taxes and social costs; (iv) breach of Data Protection Laws or
9.1.3. the Contractor providing inaccurate, partial or fraudulent information and/or documentation to either the Company or any other third party, including HMRC and the Client, in respect of its and the Consultant’s status and operations.
9.2. No failure or delay by either party in exercising any of its rights under this Agreement will be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of the same or any other provision.
9.3. The Company will have no liability to the Contractor for any loss, damage, costs or expenses (Losses) incurred by the Contractor or Consultant arising out of the provision of services or the Company’s legal obligation, if applicable, to make an Off Payroll Determination and subsequent PAYE, employer’s and employee’s NIC calculations, save it does not exclude liability for personal injury or death or any other liability it is unable to exclude under applicable laws. In any event, the Company will not be liable for any special, indirect, or consequential Losses or any loss of profit, business, revenue, goodwill or loss of anticipated savings of the Contractor or any third party.
9.4. The Client as specified in the Assignment Schedule will have the right to enforce this Clause 9 and Clause 5.3 as a third party.
10. Data Protection
10.1. The parties will comply with the provisions of Data Protection Laws. In this Agreement, Data Controller, Data Processor, Joint Controller and Personal Data shall have the meanings as defined in the Data Protection Laws
10.2. Under this Agreement the Company is a Data Controller and the Contractor is a Data Controller. They are not Joint Controllers or Data Processors for the other or a third party unless specific terms are agreed to that effect. Under a standard form of consultancy assignment neither the Contractor nor the Consultant will be processing the Client’s Personal Data as a Data Processor unless specific terms are agreed to that effect.
10.3. The Contractor shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of or damage to Personal Data.
10.4. The parties shall provide reasonable assistance to the other in complying with their respective obligations under the Data Protections Laws with respect to data subject access requests and other data subject rights, data security, breach notification, impact assessments and consultations with supervisory authorities or regulators and shall notify the other without undue delay on becoming aware of a data breach relevant to Personal Data transferred and processed pursuant to this Agreement.
10.5. In the event of any suspected or actual breach of Data Protection Laws by the Contractor or Consultant, the Contractor shall (at its own expense):
10.1.1. notify Company immediately;
10.1.2. and provide such information, assistance and cooperation and do such things as Company may request to (i) investigate and defend any claim or regulatory investigation; (ii) mitigate, remedy and/or rectify such breach; and (iii) prevent future breaches.
11. Bribery and Corruption
11.1. The Contractor will (and will procure that the Consultant will):
11.1.1. comply with all applicable laws, statutes, regulations, codes and guidance relating to anti-bribery and anti-corruption (Anti Bribery Laws) which will include compliance with the Anti Bribery Laws of the United Kingdom;
11.1.2. not do, or omit to do, any act that will cause the Company to be in breach of the Anti-Bribery Laws;
11.1.3. not offer, give or agree to give to any employee or representative of the Company or Client or any third party any gift or other consideration which could act or reasonably be perceived to act as an inducement or a reward for any act or failure to act connected to the performance of this Agreement; and
11.1.4. promptly report to the Company any request or demand for a facilitation payment, financial or other advantage of any kind received by the Contractor and/or the Consultant in connection with the performance of this Agreement or any other circumstances which mean they can no longer comply with the terms of this Clause.
12.1. The Contractor agrees that:
12.1.1. for the duration of this Agreement and for a period of 12 calendar months afterwards (the Restriction Period) it, its Consultant or any associate, or any of its or their officers, employees or agents or otherwise, howsoever and whether as a consultant, principal, partner, director, employee or otherwise, directly or indirectly, will not provide or solicit any contract, appointment or permanent engagement for the provision of services to the Client, any end client or any other third party to whom the Client has introduced the Contractor unless the provision of those services is negotiated through the Company;
12.1.2. it will advise the Company if it, its Consultant or any associate of the Contractor or any of its or their officers or employees are offered any contract of service or contract for services and will immediately disclose to the Company details of the total package including remuneration and benefits offered.
12.2. Should the Contractor and/or its Consultant provide services to the Client or to any subsidiary or associated company of the Client, any end client or any other third party to whom the Client has introduced the Contractor and/or Consultant other than through the Company during the Restriction Period then the Contractor will pay the Transfer Fee.
“Transfer Fee” means the agreed fee payable by the Contractor to the Company calculated by multiplying 30 x the Daily Rate (or comparable fee calculated by reference to hourly rate) as specified in the relevant Assignment Schedule or if this cannot be agreed by the parties then the sum of £25,000 plus applicable sales tax;
12.3. Clause 12 will survive the termination of the Contract for the Restriction Period.
12.4. Clause 12 will only apply to an Assignment in respect of which the Contractor and Consultant have opted out of the Conduct Regulations.
12.5. If the Agreement is subject to the Conduct Regulations then the Company may be entitled to supply the Consultant to its Client for an extension period (Extended Hire) or receive a fee before the Client can engage the Consultant directly or indirectly, other than via the Company.
13.1. This Agreement contains the entire agreement between the parties and supersedes and replaces all previous agreements and understandings between the parties. Each party acknowledges that, in entering this Agreement, it is not relying on any representation, warranty, pre-contractual statement or other provision except as expressly provided in this Agreement.
13.2. If any provision in this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement will continue to be valid as to its other provisions and the remainder of the affected provision.
13.3. Without limiting the generality of the foregoing, neither party will have any remedy in respect of any untrue statement made to him upon which he may have relied in entering into this Agreement, and a party’s only remedy is for breach of contract. However, nothing in this Agreement purports to exclude liability for any fraudulent statement or act.
13.4. The Contractor may not assign, novate, mortgage, charge (otherwise than by floating charge), or sub-contract any of its rights and obligations hereunder without the written agreement of the Company. The Company may assign, novate, subcontract or deal in any other manner with its rights and obligations under this Agreement.
13.5. No rights accrue to third parties under this Agreement, save as permitted under Clause 13.4 and Clause 9.
13.6. The parties will comply with all applicable anti-slavery and human trafficking laws, statutes and regulations from time to time in force including the Modern Slavery Act 2015.
13.7. No variation or alteration to this Agreement or the Assignment Schedule will be valid unless the details of such variation are agreed between a Director of the Company and the Contractor and are set out in writing, save that the Company can vary the Fees unilaterally to comply with its statutory obligations.
14. Notices and Service
All notices which are required to be given in accordance with this Agreement, save as given by the Company under Clause 6 which may be given orally, will 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, including an e-mail address, that the party has notified the other party in writing, by e-mail or facsimile transmission. Any such notice will be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by e-mail or facsimile transmission, when that e-mail or facsimile is sent, or at 9 a.m. of the next business day of the sender if sent after 6 p.m.
15. Right of Audit
The Company reserves the right, upon the giving of reasonable notice, to audit the Contractor, on an ad hoc basis, to verify compliance with this Agreement and all statutory requirements including but not limited to taxation and NICs/social costs legislation. To assist the Company in it audit, the Contractor will maintain such records as are necessary to comply with this Agreement and all statutory requirements and provide the Company with access to its premises and all relevant records, upon reasonable notice.
16. Law and Jurisdiction
This Agreement is governed by and construed in accordance with the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.