1. DEFINITIONS

1.1. In these Terms of Business, the following definitions apply: -

“Actual Vacancy” means the Client’s vacant positions;

“Assignment” means the period during which the Temporary Worker is supplied to render services to the Client;

“AWR” means the Agency Workers’ Regulations 2010;

“Client” means the person, firm or corporate body together with any subsidiary or associated company as defined by the Companies Act 2006 to which the Temporary Worker is supplied;

“Employment Business” means Flexi Staffing Solutions Limited of 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ, registered in the UK 17272358;  

“Engagement” means any employment or use of the Temporary Worker on a permanent or temporary basis, whether under a contract of service or for services; an agency, license, franchise or partnership arrangement; or any other engagement; directly or through a limited company of which he is an officer or employee;

“Introduction” means (i) the Client’s interview of a Temporary Worker in person, online or by telephone, following the Client’s instruction to the Employment Business to search for a Temporary Worker; or (ii) the passing to the Client of a curriculum vitae or other information which identifies the Temporary Worker; and which leads to an Engagement of that Temporary Worker by the Client;

“Speculative Application” means a situation where, after receiving the express written authorisation of the Client, the Employment Business may contact the Client if the Employment Business believes it has a Temporary Worker who would be of interest;

 “Temporary Worker” means the individual whose services are supplied by the Employment Business to the Client.

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 these Terms are for convenience only and do not affect their interpretation.

1.4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.

1.5. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.6. A reference to writing or written includes faxes but not e-mail.

2. THE CONTRACT

2.1. These Terms constitute the contract between the Employment Business and the Client for the supply of the Temporary Worker’s services by the Employment Business to the Client and are deemed to be accepted by the Client by virtue of its request for, interview with or Engagement of the Temporary Worker.

2.2. The parties to these Terms agree, that notwithstanding whether the Terms are signed by either or both parties, it is accepted that the parties intend that the Terms will be legally binding regardless of whether or not they have been signed.

3. SERVICES

3.1.  The Employment Business acts as an employment business for temporary workers.

3.2.  The Employment Business agrees to search, in the United Kingdom, for Temporary Workers for the Client as Temporary Workers who meet the Client's minimum qualifications and other criteria for an Actual Vacancy.

3.3. The Client agrees that it will not during the term of this agreement and for three months following its termination (however caused) solicit any Temporary Worker for another person or for itself from the Employment Business being a Temporary Worker who has in the previous 12 months been introduced by the Employment Business to the Client.

3.4. If the Client requests the Employment Business to provide services beyond the scope of the services set out in this agreement, the Employment Business shall provide a written quotation for its fees for that work before it undertakes such work. The Employment Business will then start such additional work after receipt of the prior written consent of the Client.

3.5. When making a request for the provision of a Temporary Worker to perform certain services, the Client will give the Employment Business details of: 

(a) the date on which the Client requires the Temporary Worker to commence work and the duration, or likely duration, of the work;

(b) the position which the Client seeks to fill, including the type of work the Temporary Worker in that position would be required to do, the location at which, and the hours during which, the Temporary Worker would be required to work, and any risk to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;

(c) the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law, or by any professional body, for the Temporary Worker to possess in order to work in the position;

(d) any expenses payable by or to the Temporary Worker;

(e) the amount of the Basic Remuneration as defined in clause 8.2.

3.6 In order that the Employment Business can comply with its obligations under the AWR, the Client shall provide the Employment Business with the following information before any Introduction or supply of a Temporary Worker is made and shall notify the Employment Business within five working days of any such changes to the information during any Engagement or Assignment:

3.6.1. written details of whether the Temporary Worker to be supplied by the Employment Business has ever worked for the Client or for other company that is deemed to be “connected” to the Client (as defined in Regulation 9(6) of the AWR) including details of the dates they worked for the Client and/or a connected company and in which case in what role the Temporary Worker worked; and

3.6.2. written details of any and all comparable employees of the Client (as defined in Regulation 5(4) of the AWR) to the Temporary Worker, including the basic working and employment conditions (as defined in Regulation 5(2) of the AWR) of all comparable employees.

3.7 The Client warrants that the information provided to the Employment Business pursuant to clause 3.6 is true and accurate in all material respects and not misleading.  In the event that the information provided pursuant to clause 3.6 is not true and accurate, and/or is incomplete or misleading then the Client shall indemnify the Employment Business on a continuing basis against all damages, liabilities, losses, costs, charges, penalties, fines and expenses, including reasonable legal fees resulting therefrom.

3.8 The Client shall comply with its obligations under the AWR and will provide any and all information which the Employment Business may require to enable the Employment Business to discharge its obligations under the AWR. 

3.9 The Client shall notify the Employment Business of any and all requests made by a Temporary Worker pursuant to Regulation 16 of the AWR and will provide details of the same to the Employment Business within five working days of receipt.  The Client shall also provide any information requested by the Employment Business to assist the Employment Business in complying with its obligations pursuant to Regulation 16 of the AWR.

3.10 The Client shall for the purposes of providing the Temporary Worker with any basic working and employment conditions (as defined in Regulation 5(2) of the AWR) which are related to the performance of the Temporary Worker provide the Employment Business with full assistance which shall include agreeing a process for the assessment of the Temporary Worker’s performance with the Employment Business, which is at least in line with the timescales in which they would have been assessed if directly recruited by the Client and carrying out such assessments in line with this agreed process.

3.11 The Client shall not structure an Assignment or Assignments for a Temporary Worker in a manner which would mean that the most likely explanation for the structure of the Assignment(s) is that the Client or one of more hirers connected with the Client (as defined by Regulation 9(6) of the AWR) intended to prevent the Temporary Worker from being entitled to, or from continuing to be entitled to, the rights conferred on the Temporary Worker by Regulation 5 of the AWR.

3.12 The Client will comply with its obligations under the AWR in respect of Regulation 12 and Regulation 13.

3.13 The Client shall indemnify the Employment Business on a continuing basis against all damages, liabilities, losses, costs, charges, penalties fines and expenses, including reasonable legal fees against any and all claims made by a Temporary Worker supplied to the Client arising from or relating to (a) Regulation 12 of the AWR; (b) Regulation 13 of the AWR; or (c) Regulation 9 of the AWR to the extent that the breach of the AWR arises from the fault or negligence of the Client.

4. CHARGES

4.1. The Client agrees to pay the hourly charges of the Employment Business as notified at the commencement of the Assignment and as may be varied from time to time during the Assignment, which may include (but is not limited to) the AWR. The charges are calculated according to the number of hours worked by the Temporary Worker. The charges are comprised mainly of the Temporary Worker’s remuneration but also include the Employment Business’ commission, employer’s national insurance and pensionable contributions and any travel, hotel or other expenses as may have been agreed with the Client or, if there is no such agreement, such expenses as are reasonable. VAT is payable on the entirety of these charges.

4.2. The charges are invoiced to the Client on a weekly basis and are payable within 30 days end of month billed. The Employment Business reserves the right to charge interest (both before and after judgment) under the Late Payment of Commercial Debts Act 1998 on a daily basis on any overdue amounts until the date of payment.

4.3. The Employment Business reserves the right to charge a minimum of 8 hours per shift, unless otherwise agreed in writing by an authorised officer of the Employment Business.

5. REMUNERATION

The Employment Business assumes responsibility for payment of the Temporary Worker’s remuneration and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to the Temporary Worker.

6. ADVERTISING COSTS

There will be no charge for advertising for staff, unless the Client specifies a particular advert and agrees to pay all associated costs.

7. TIME SHEETS

7.1. At the end of each week of an Assignment (or at the end of the Assignment where it is for a period of one week or less or is completed before the end of a week) the Client shall complete and return the Employment Business’ time sheet verifying the number of hours worked by the Temporary Worker during that week.

7.2. Completion of the time sheet by the Client indicates satisfaction with the services provided by the Temporary Worker and confirmation of the number of hours worked, thereby authorising the Agency to charge the agreed rate(s) for the hours. Failure to complete the time sheet does not absolve the Client’s obligation to pay the charges at clause 4.1 in respect of the hours worked.

8. INTRODUCTION FEES

8.1. The direct Engagement (other than Temporary to Permanent agreements set out in Clause 9 below) by a Client of a Temporary Worker introduced by the Employment Business, or the introduction by the Client of a Temporary Worker to any third party resulting in an Engagement (or, where applicable, if the Temporary Worker has become incorporated under a limited company), renders the Client subject to the payment of an introduction fee calculated as a percentage of the Basic Remuneration as defined in clause 8.2 and 8.4 below:

8.2. All introduction fees are a percentage of the first year’s annual base fee or salary (or if the contract is for a fixed period of less than one year, the base fee or salary for that period, for example six months) agreed with Temporary Worker on his engagement or employment, exclusive of any overtime, bonuses, incentives, stocks or other payments or benefits (Basic Remuneration).

If the Client decides to engage the Temporary Worker before the agreed 14 weeks Temp to Perm period (the Relevant Period) has elapsed, then the agreed introduction fee will be as follows:

Agreed hours per week (i.e.37) for the remaining weeks (i.e. worked 6 weeks leaving 6 weeks remaining), multiplied by the difference between the agreed charge rate for the Temporary Worker and the pay rate for the Temporary Worker.

If the Client decides to engage the Temporary Worker after the agreed 14 weeks Temp to Perm period (the Relevant Period) has elapsed, then there shall be no introduction fee, in accordance with Clause 9.5 below.

8.3. Where the Client fails to inform the Employment Business of the first year’s annual base fee, the introduction fee will be calculated by multiplying the hourly charge of the Employment Business for the Temporary Workers’ services by a figure of 280. No refund of the introduction fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due.

8.4. Our scales of fees for the introduction of permanent staff are charged as follows.

Salaries of £0 - £24999 per annum are charged at 12.5% of the annual salary

Salaries of £25000 - £39999 per annum are charged at 17% of the annual salary

Salaries of £40000 and above are charged at 25% of the annual salary

8.5. Where the worker receives a car allowance benefit then the value of this will be added to the Basic Remuneration.

8.6. Subject to clause 8.3 above and clauses 8.7 and 8.8 below, if the Engagement of a Temporary Worker is for any reason terminated within the following period(s) from the Introduction Date, the Employment Business shall make the following refunds of the introduction fee:

Engagement ends from 0-2 weeks after the Introduction Date 100% Refund of fee

Engagement ends 3-6 weeks after commencement the Introduction Date 70% Refund of fee

Engagement ends 7-8 weeks after the Introduction Date 40% Refund of fee

Engagement ends 9-12 weeks after the Introduction Date 10% Refund of fee

There will be no refunds after week 12.

8.7. If the Engagement of a Temporary Worker is in breach of these terms of business then the full introduction fee is payable and clause 8.6 will not apply.

8.8 All introduction fees are payable within 30 days from and including the date of invoice.  Failure to make the payment within this time will result in the non application of clause 8.6 and interest in accordance with clause 4.2.

8.9. All introduction fees will be payable if, within 6 months of the Introduction Date in the case of an Actual Vacancy and 3 months of the Introduction Date in the case of a Speculative Application, an Engagement occurs. Subject to clause 8.6 above, this clause shall apply in all circumstances.  If the Employment Business introduces to the Client a Temporary Worker for a position which is an Actual Vacancy and the Client appoints the Temporary Worker to a different position, the introduction fee shall be charged as a Speculative Application.

9. TEMPORARY TO PERMENANT

9.1. If, following the supply of a Temporary Worker by the Employment Business to the Client within the Relevant Period (as defined below in clause 9.3 (a), the Client employs the Temporary Worker other than through the Employment Business, the Client will pay the Employment Business the introduction fee for at the rate set out in clause 8.2.

9.2. The introduction fee will not be payable if the Client gives written notice to the Employment Business that it intends to continue the hire of the Temporary Worker for a period of three months (Extended Assignment) before it employs the Temporary Worker other than through the Agency.

9.3. For the purposes of this clause:

(a) Relevant Period means 14 complete weeks worked after the first working day of the Assignment;

(b) When determining the first working day of the Assignment, any previous supply of the Temporary Worker to the Client which occurred more than 42 calendar days before the current Assignment shall be not be taken into account;

9.4. Where the Client decides to have the Temporary Worker supplied by the Employment Business for the Extended Assignment:

(a) The introduction fee payable by the Client during the Extended Assignment shall be those applicable immediately before the Employment Business received the Client's notice of election at clause 9.2.

(b) At the end of the Extended Assignment, the Client may employ the Temporary Worker without paying the introduction fee.

(c) If the Client chooses an Extended Assignment but employs the Temporary Worker before the end of the Extended Assignment, the introduction fee will be charged by the Employment Business, reduced proportionately to reflect the amount of the Extended Assignment paid for by the Client.

9.5 For all temporary to permanent engagements where the Temporary Worker has completed a minimum of 14 weeks (the Relevant Period) with the Client via the Employment Business there will be no introduction fee provided the Client gives the Agency 8 weeks (or more) written notice to the fact. 

10. LIABILITY

10.1. Whilst every effort is made by the Employment Business to give satisfaction to the Client by ensuring reasonable standards of skills, integrity and reliability from Temporary Workers and further to provide them in accordance with the Client’s booking details, the Employment Business is not liable for any loss, expense, damage or delay arising from any failure to provide any Temporary Worker for all or part of the period of booking or from the negligence, dishonesty, misconduct or lack of skill of the Temporary Worker. 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 damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by the Employment Business.

10.2. In addition to clause 10.1 above:

(a) all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

(b) the Employment Business’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of this agreement shall be limited to the price paid for the Services.

(c) the Employment Business shall not be liable for:

(i) loss of profits; or

(ii) loss of business; or

(iii) depletion of goodwill and/or similar losses; or

(iv) loss of anticipated savings; or

(v) loss of goods; or

(vi) loss of contract; or

(vii) loss of use; or

(viii) loss of corruption of data or information; or

(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

10.2. Temporary Workers are engaged by the Employment Business under contracts for services. They are not the employees of the Employment Business but are deemed to be under the supervision, direction and control of the Client from the time they report to take up duties and for the duration of the Assignment. The Client agrees to be responsible for all acts, errors or omissions of the Temporary Worker, whether wilful, negligent or otherwise as though he was on the payroll of the Client. The Client will also comply in all respects with all statutes including, for the avoidance of doubt, the Working Time Regulations, Health and Safety At Work Act etc, by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the Client’s own staff (excluding the matters specifically mentioned in Clause 5 above), including in particular the provision of adequate Employer’s and Public Liability Insurance cover for the Temporary Worker during all Assignments.

10.3. The Client shall advise the Employment Business of any special health and safety matters about which the Employment Business is required to inform the Temporary Worker. The Client will assist the Employment Business in complying with the Employment Business’ duties under the Working Time Regulations by supplying any relevant information about the Assignment requested by the Employment Business and the Client will not do anything to cause the Employment Business to be in breach of its obligations under these Regulations. Where the Client requires or may require the services of a Temporary Worker for more than 48 hours in any week, the Client must notify the Employment Business of this requirement before the commencement of that week.

10.4 The Client shall inform the Employment Business in writing of any legal proceedings threatened by the Temporary Worker or commenced in any jurisdiction by the Temporary Worker pursuant to the AWR which comes to the notice of the Client as soon as possible but no later than 7 working days from the day on which any such threatened or actual claim comes to the notice of the Client.

10.5 If the Temporary Worker brings, or threatens any claim pursuant to the AWR, the Client will take such action and give such information and assistance to the Employment Business, and within such timeframe requested by the Employment Business, to avoid, dispute, resist, mitigate, compromise or defend any claim pursuant to the AWR and if so requested by the Employment Business, the Client will appeal any judgement given in respect thereof.

10.6 The Client shall indemnify and keep indemnified the Employment Business against any costs, claims or liabilities incurred by the Employment Business arising out of any Assignment or arising out of any non-compliance with clause 10 and/or as a result of any breach of this agreement by the Client.

11. TEMPORARY WORKERS

11.1. The Client undertakes to supervise the Temporary Worker sufficiently to ensure the Client’s satisfaction with the Temporary Worker’s standards of workmanship. If the Client reasonably considers that the services of the Temporary Worker are unsatisfactory, or if the Client reasonably believes that a Temporary Worker is unsuitable for the Assignment, the Client may terminate the Assignment (provided the Client obtains the Employment Business’ prior written consent) by instructing the Temporary Worker to leave the Assignment immediately. The Employment Business may in such circumstances reduce or cancel the charges for the time worked by that Temporary Worker, provided that the Assignment terminates: -

(a) within four hours of the Temporary Worker commencing the Assignment where the booking is for more than seven hours; or

(b) within two hours for bookings of seven hours or less; and also provided that notification of the unsatisfactory standard/unsuitability of the Temporary Worker and notice of the Client’s desire to terminate the Assignment are confirmed in writing to the Employment Business within 12 hours of the Temporary Worker being cancelled.

11.2. The Client shall notify the Employment Business immediately and without delay and in any event within 24 hours if the Temporary Worker fails to attend work or notifies the Client that he is unable to attend work for any reason.

12. TERMINATION

12.1. The Employment Business may terminate this agreement immediately on giving notice in writing to the Client if:

(a) the Client commits any material breach of this agreement (repeated failure by the Client to fulfil any service levels agreed between the parties or comply with this agreement generally will amount to a material breach) and (in the case of a breach capable of being remedied) shall have failed to remedy the breach within 14 days after receiving a written notice of the breach requiring the breach to be remedied within such period; or

(b) the Client becomes insolvent, is unable to pay its debts, ceases to trade, has a receiver appointed over the whole or any part of its assets, has an administrator appointed, enters into any composition with creditors generally, is wound up or any step is taken towards any of these events.

12.2. Any termination of this agreement however caused shall not affect:

(a) any rights or liabilities which have accrued before the time of termination; or

(b) the continuance in force of any provision of this agreement which expressly or by implication is intended to come into or continue in force after termination.

13. RECORD-KEEPING

13.1. The Employment Business shall keep and maintain until six years after the agreement has been completed, or as long a period as may be agreed between the parties, full and accurate records of the agreement including, in particular: 

(a) the services provided by the Employment Business under this agreement;

(b) all expenditure reimbursed by the Client; and

(c) all payments made by the Client.

13.2. The Employment Business shall on request provide the Client such access, on reasonable notice and within normal working hours, to those records as may be reasonably required in connection with this agreement.

14. ANNOUNCEMENTS

Each party shall ensure that, except as may be required by law or any regulatory authority, neither it nor any of its employees, agents or contractors shall make, or cause to be made, (whether to the employees, customers, suppliers, public, press or otherwise) any communication, media statement, announcement or other disclosure whatsoever, whether written or oral, about the other party to this agreement, the existence of this agreement or any matter referred to in this agreement without the other party's prior written consent to its contents.

15. CONFIDENTIALITY

15.1. Neither party shall during and after termination of this agreement, without the prior written consent of the other party, use or disclose to any other person any information of the other party which is identified as confidential or which is confidential by its nature.

15.2. Each party shall on demand and on termination of this agreement surrender to each other all materials relating to such confidential information in its or its personnel's agent or representatives' possession.

16. WARRANTIES

Each party warrants that it has full capacity and authority to enter into and perform this agreement.

17. NON-SOLICITATION

The parties agree that neither of them will either on their own account or in partnership or association with any person, firm, company or organisation, or otherwise and whether directly or indirectly during, or for a period of six months from, the end of the term of this agreement, solicit or entice away or attempt to entice away or authorise the taking of such action by any other person, any key executive of the other party who has worked on the services provided under this agreement at any time during the term of this agreement.

18. ASSIGNMENT AND SUB-CONTRACTING

18.1. Neither party shall, without the prior written consent of the other party, assign, transfer, or deal in any other manner with this agreement or any of its rights and obligations under or arising out of this agreement (or any document referred to in it), or purport to do any of the same. 

18.2. The Client shall not sub-contract or delegate in any manner any or all of its obligations under this agreement to any third party without the prior written consent of the Employment Business. It shall be a condition of such consent that the sub-contractor signs and observes an agreement containing terms at least as onerous as those contained in this agreement. Without prejudice to this clause, the Client shall in all cases retain sole responsibility for the performance of the tasks assigned to it under this agreement, regardless of the use of authorised sub-contractors.

18.3. Each party that has rights under this agreement is acting on its own behalf and not for the benefit of another person.

19. VARIATION AND WAIVER

19.1. The parties may only vary this agreement with the prior written consent of all the parties.

19.2. Any waiver of any right under this agreement is only effective if it is in writing and signed by the waiving or consenting party, and it applies only in the circumstances for which it is given. It shall not prevent the party who has given the waiver from subsequently relying on the provision it has waived.

19.3. Except as expressly stated, no failure to exercise or delay in exercising any right or remedy provided under this agreement or by law constitutes a waiver of or shall prevent any future exercise in whole or in part of, such right or remedy.    

19.4. No single or partial exercise of any right or remedy under this agreement shall preclude or restrict the further exercise of any such right or remedy.

19.5. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

20. ENTIRE AGREEMENT

20.1. This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

20.2. Each party acknowledges that, in entering into this agreement, it has not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.

20.3. Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation.

21. SEVERENCE

21.1. If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

21.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

22. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

22.1. A person who is not a party to this agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.

22.2. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement is not subject to the consent of any person that is not a party to this agreement.

23. GOVERNING LAW AND JURISDICTION

23.1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

23.2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

24. FORCE MAJEURE

Either party may defer the date for performance of, or payment for, the Services, or terminate this agreement, if it is prevented from, or delayed in, carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lockouts 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 plant or machinery, fire, flood, storm or default of suppliers or subcontractors.