1.1 In these terms of business the following definitions apply
‘Account Form’: The form completed by the Hirer which sets out the accounts information required by the Employment business;
‘Assignment’: The assignment services to be performed by the Service Provider for the Hirer for a period of time during which the Service Provider is supplied by the Employment Business to work temporarily for the Hirer;
‘Assignment Details From’: Written confirmation of the assignment details agreed with the Hirer prior to commencement of the assignment.
‘Calendar Week’: Any period of seven days starting with the same day as the first day of the First Assignment;
‘Charges’: The hourly charges of the Employment Business calculated in accordance with clause 6.1 and as may be varied from time to time in accordance with these terms.
‘Conduct Regulations’: The conduct of Employment Agencies and Employment Businesses
‘Confidential’: Any and all confidential commercial, financial, marketing, technical or other information or data of whatever nature relating to the Hirer or Employment Business or their business or affairs (including but not limited to these Terms, data, records, reports, agreements, software, programs, specifications, know-how, trade secrets and other information concerning the Assignment) in any form or medium whether disclosed or granted access to whether in writing, orally or by any other means, provided to the Service Provider or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information.
‘Control’: (A) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar ownership. r (B) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and ‘Controls’ and ‘Controlled’ shall be construed accordingly.
‘Data Protection Laws’: the Data Protection Act 1998, any applicable statutory or regulatory provisions and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data.
‘Employment Business’: Core People of 2 Bishops Court, Lincolns Inn, Lincoln Road, High Wycombe, Bucks, HP12 3RE (company number 07518105);
‘Engagement’: the Engagement, employment or use of the Service Provider by the Hirer or any third party on a permanent or temporary basis, whether under a contract of service or for services; an agency, licence, franchise or partnership arrangement; or any other Engagement; or through any other employment business; or through a corporate body of which the Service Provider is an officer, employee or other representative; and “Engage”, “Engages” and ‘Engaged’ shall be construed accordingly.
‘Hirer’: The Person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Service Provider is supplied or introduced.
‘Hirers Group’: (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006.
‘Introduction’: (i) the passing to the Hirer of a curriculum vitae or information which identifies the Service Provider; or (ii) the Hirer’s interview of a Service Provider (in “Introduces” and “Introduced” shall be construed accordingly.
‘Losses’: all losses, liabilities, damages, costs, expenses whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands.
‘Relevant Period’: a) the period of 8 weeks commencing on the day after the last day on which the Service Provider worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the first day on which the Service Provider worked for the Hirer having been supplied by Employment Business provided that no account shall be taken of any supply that occurred prior to a period more than 42 days during which the Service Provider did not work for the Hirer having been supplied by the Employment Business.
‘Remuneration’: includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non taxable) emoluments payable to or receivable by the Service Provider.
‘Service Provider’: the limited company who is instructed by the Employment Business to provide services to the Hirer.
‘Terms’: these terms of business (including the Account Form) together with any applicable Assignment Details Form.
‘Transfer Fee’: the fee payable in accordance with clause 8 and Regulation 10 of the Conduct Regulations.
‘Vulnerable Person’: means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen.
1.2 Unless the content 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 Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of these Terms) and all subordinate legislation made (before or after these Terms) under it from time to time.
2. THE CONTRACT
2.1 These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Service Provider’s services by the Employment Business to the Hirer and are deemed to be accepted by the Hirer by virtue of its request for, interview with or Engagement of the Service Provider or the passing of any information by the Hirer about a Service Provider to any third party following an introduction.
2.2 These terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director /partner /proprietor of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer person or by telephone or by any other means). Following the Hirers instruction the employment business to supply the service provider.
2.3 Subject to clause 6.2, no variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a director/partner/proprietor of the Employment Business and the Hirer and are set out in writing and a copy of the varied terms is given to the Hirer stating the date on or after which such varied terms shall apply.
2.4 The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when introducing Service Providers for Assignments with the Hirer.
2.5 Subject to clause 6.2, no variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a director/partner/proprietor of the Employment Business and the Hirer and are set out in writing and a copy of the varied terms is given to the Hirer stating the date on or after which such varied terms shall apply.
2.6 The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when introducing Service Providers for Assignments with Hirer.
3. HIRER OBLIGATIONS
3.1 To enable the Employment Business to comply with its obligations under the Conduct Regulations, the Hirer undertakes to provide to the Employment Business details of the position which the Hirer seeks to fill, including the following: the type of work that the Service Provider would be required to do; the location and price work; the experience, training, qualifications and any authorisation which the Hirer considers necessary or which are required by law or any professional body for the Service Provider to possess in order to work in the position; any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks; the date the Hirer requires the Service Provider to commence the Assignment; the duration or likely duration of the Assignment.
3.2 The Hirer undertakes that it knows of no reason why it would be detrimental to the interests of the Service Provider for the Service Provider to fill the Assignment.
3.3 The Hirer warrants that it shall not have supervision, direction or control, or require any right of supervision, direction or control, over the manner in which the Service Provider, or any individuals utilised by the Service Provider, shall provide the assignment services.
4. INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER.
4.1 When Introducing a Service Provider to the Hirer the Employment Business shall inform the Hirer of the identity of the Service Provider; that the Service Provider has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment; that the Service Provider is willing to work in the Assignment; and the Charges.
4.2 Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday or any public or bank holiday) following, save where the Service Provider is introduced for an Assignment in the same position as one in which the Service Provider had previously been supplied within the previous five business days and such information has already been given to the Hirer, unless the Hirer requests that the information be resubmitted.
5.1 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) the Hirer shall sign the Employment Business’ timesheet either on paper, via email or via on online portal verifying the number of hours worked by the Service Provider during that week.
5.2 Signature of the timesheet by the Hirer is confirmation of the number of hours, worked. If the Hirer is unable to sign a timesheet because the Hirer disputes hours claimed, the Hirer shall inform the Employment Business as soon as is reasonably practicable and shall co -operate fully and in a timely fashion with the Employment Business to enable the Employment Business to establish what hours, if any, were worked by the Service Provider. Failure to sign the timesheet does not absolve the Hirer of its obligation to pay the charges in respect of the hours worked.
5.3 The Hirer shall not be entitled to decline to sign a timesheet on the basis that it is dissatisfied with the work performed by the Service Provider. In the event of the Hirer is dissatisfied with the Service Provider the provisions of clause 11.1 below shall apply.
6.1 The Hirer agrees to pay the Charges as notified to and agreed with the Employment Business. The Charges are calculated according to the number of hours worked by the Service Provider (to the nearest quarter hour) and calculated with reference to the hourly rate set out in the Assignment Schedule.
6.2 The Employment Business reserves the right to vary the charges agreed with the Hirer, by giving written notice to the Hirer, in order to comply with any additional liability imposed by statute or other legal requirement or entitlement.
6.3 The charges are invoiced to the Hirer on a weekly basis and are payable within the payment terms stated on the Account Form. In the absence of an Account Form signed by the Hirer, invoices are payable within 30 days from date of invoice.
6.4 VAT is payable at the applicable rate on the entirety of the Charges and all sums payable under clause 6.4.
6.5 The Employment Business reserves the right to charge interest on invoiced amounts unpaid by the due date at the rate of 2% per month above the bank of England base rate from the due date until the date of payment.
6.6 No refunds are payable in respect of the charges of the Employment Business
6.7 The Hirer’s obligations under this clause 6 shall be performed without any right of the Hirer to invoke set-off, deductions, withholdings or other similar rights
6.8 Any Service Provider booked and reporting for work and not being required will be charged at the minimum of 4 hours.
The Employment Business Reserves the right to assign to a third party the right to render, invoice and receive payments.
8. PAYMENT OF SERVICE PROVIDER
The Employment business assumes responsibility for paying the service.
9. TRANSFER FEES
9.1 The Hirer shall be liable to pay a Transfer Fee if the Hirer directly Engages a Service Provider introduced by the Employment Business, or engages a Service Provider through another employment business, or Introduces the Service Provider to a third party and such introduction results in an Engagement of the Service Provider by the third party other than via the Employment Business; if such Engagement takes place during the Assignment or within the Relevant Period; or where the Service Provider has not been supplied, such Engagement takes place within 6 months from the date of the Introduction to the Hire
9.2 The Transfer Fee will be calculated as 15 % of the Remuneration payable t the Service Provider during the first 12 months of the Engagement or, if the actual
9.3 If the Hirer wishes to Engage the Service Provider other than via the Employment Business without liability to pay a Transfer Fee, the Hirer may, on giving one week’s written notice to the Employment Business, engage the Service Provider for a Period of Extended Hire of 12 weeks.
9.4 During such Period of Extended Hire the Employment Business shall supply the Service Provider on the same terms on which s/he has or would be supplied during the Assignment and in any case on terms no less favourable than those terms which applied immediately before the Employment Business received the notice in clause 9.3. If the Employment Business is unable to supply the Service Provider for any reason outside its control for the whole or any part of the Period of Extended Hire; or the Hirer does not wish to hire the Service Provider on the same terms as the Assignment; but the Service Provider is Engaged by the Hirer, the Hirer shall pay the Transfer Fee, reduced pro- rata to reflect any charges paid by the Hirer during any part of the Period of Extended Hire worked by the Service Provider before being Engaged by the Hirer. If the Hirer fails to give notice of its intention to Engage the Service Provider other than via the Employment Business before such Engagement commences, the parties agree that the Transfer Fee shall be due in full.
9.5 Where prior to the commencement of the Hirer’s Engagement other than via the Employment Business, the Employment Business and the Hirer agree that such an Engagement will be on the basis of a fixed term of less than 12 months, the Employment Business may, in its absolute discretion, reduce the Transfer Fee pro- rata. Such reduction is subject to the Hirer Engaging the Service Provider for the agreed fixed term. Should the Hirer extend the Service Provider’s Engagement or re-Engage the Service Provider within 12 months from the commencement of the initial Engagement the Employment Business reserves the right to recover the balance of the Transfer Fee.
9.6 No refund of the Transfer Fee will be paid in the event that the Engagement of the Service Provider other than via the Employment Business by the Hirer or by a third party to which the Hirer introduces the Service Provider terminates or terminates before the end of the fixed term referred to in clause 9.5
9.7 VAT is payable in addition to any Transfer Fee Due.
10. SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATION
10.1 Where the Service Provider is required by law, or any professional body to have any qualifications or authorisations to work on the Assignment, the Employment Business will take all reasonably practicable steps to obtain and offer to provide to the Hirer copies of any relevant qualifications or authorisations of the Service Provider; and; in addition, where the Assignment involves working with, caring for or attending one or more Vulnerable Persons, the Employment Business will take all reasonably practicable steps to obtain and offer to provide copies to the Hirer of two references from persons who are not relatives of the Service Provider and who have agreed that the references they provide may be disclosed to the Hirer; and such other reasonably practicable steps as are required to confirm that the Service Provider is suitable for the Assignment. If the Employment Business has taken all reasonably practicable steps to obtain the information above and has been unable to do so fully it shall inform the Hirer of the steps it has taken to obtain this information in any event.
10.2 The Hirer shall advise the Employment Business at the time of instructing the Employment Business to supply a Service Provider whether during the course of the Assignment, the Service Provider will be required to work with, care for or attend one or more Vulnerable Persons or engage in activity or otherwise be working in a Vulnerable Groups (Scotland) Act 2007 as applicable.
10.3 The Hirer shall assist the Employment Business by providing any information required to allow the Employment Business to comply with its statutory obligations under the Safeguarding Vulnerable Groups Act 2006 or the Protecting Vulnerable Groups (Scotland) Act 2007 as applicable and to allow the Employment Business to select a suitable Service Provider for the Assignment.
10.4 In particular in the event that the Hirer removes a Service Provider from an Assignment in circumstances which would require the Employment Business to provide information to the Independent Safeguarding Authority (or the equivalent authority) under the Safeguarding Vulnerable Groups Act 2006 or the Protecting Vulnerable Groups (Scotland) Act 2007, the Hirer will provide sufficient information to the Employment Business to allow it to discharge its statutory obligations
11. UNSUITABILITY OF THE SERVICE PROVIDER
11.1 The Hirer undertakes to check the Service Provider’s progress to ensure the Hirer’s satisfaction with the Service Provider’s work for quality control purposes only. If the Hirer reasonably considers that the services of the Service Provider are unsatisfactory, the Hirer may terminate the Assignment either by instructing the Service Provider to leave the Assignment immediately, or by directing the Employment Business to remove the Service Provider. The Employment Business may, in its absolute discretion, in such circumstances, reduce or cancel the Charges for the time worked by that Service Provider, provided that the Hirer has notified the Employment Business immediately that they have asked the Service Provider to leave the Assignment or the Assignment terminates; within 4 hours of the Service Provider commencing the Assignment where the Assignment is for more than 7 hours; or within 2 hours for Assignments of 7 hours or less; and provided that notification of the unsuitability of the Service Provider is confirmed in writing to the Employment Business within 48 hours of the termination of the Assignment.
11.2 The Employment Business shall notify the Hirer immediately if it receives o otherwise obtains information which gives the Employment Business reasonabl grounds to believe that any Service Provider supplied to the Hirer is unsuitable fo the Assignment and shall be entitled to terminate the Assignment forthwith withou prior notice and without liability. Notwithstanding, the Hirer shall remain liable for a Charges incurred prior to the termination of the Assignment.
11.3 The Hirer shall notify the Employment Business immediately and without delay and in any event within 4 hours if the Service Provider fails to attend work or has notified the Hirer that they are unable to attend work for any reason
Any of the Hirer, the Employment Business or the Service Provider may terminate an Assignment at any time without prior notice and without liability (except in the case of termination by the Hirer, who shall be liable for any Charges due under clause 6 above
13.1 All information relating to a Service Provider is confidential and subject to the Data Protection Laws and
is provided solely for the purpose of providing work- finding services to the Hirer. Such information must not be
used for any other purpose nor divulged to any third party, and the Hirer undertakes to abide by the provisions
of the Data Protection Laws in receiving and processing the data at all times.
13.2 The Employment Business Undertakes to keep the terms confidential
13.3 Information relating to the Employment Business' business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.
14. INTELLECTUAL PROPERTY RIGHTS
All copyright, trademarks, patents and other intellectual property rights deriving from the Assignment shall belong to the Hirer. Accordingly the Employment Business shall use its reasonable endeavours to ensure that the Service Provider shall execute all such documents and do all such acts in order to give effect to the Hirer’s rights pursuant to this clause.
15.1 Whilst reasonable efforts are made by the Employment Business to give satisfaction to the Hirer by ensuring reasonable standards of skill, integrity and reliability from the Service Provider and to provide the same in accordance with the Assignment details as provided by the Hirer, no liability is accepted by the Employment Business for any loss, expense, damage or delay arising from any failure to provide any Service Provider for all or part of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Service Provider or if the Service Provider terminates the Assignment for any reason. For the avoidance of doubt, the Employment Business does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.
contracts for services. They are not the employees of the Employment Business but are offering a self-employed service to the Hirer from the time they take up duties and for the duration of the Assignment.
15.3 The Hirer shall advise the Employment Business of any special health and safety matters about which the Employment Business is required to inform the Service Provider and about any requirements imposed by law or by any professional body, which must be satisfied if the Service Provider is to fill the Assignment.
15.4 The Hirer will also comply in all respects with all statutory provisions as are in force from time to time including, for the avoidance of doubt, but not limited to, Health and Safety At Work etc. Act 1974, the Management of Health and Safety at Work Regulations 1999, by-laws, codes of practice and legal requirements to which the Hirer is ordinarily subject to (excluding the matters specifically mentioned in clause 8 above), including in particular the provision of adequate Employer’s and Public Liability Insurance cover for the Service Provider during all Assignments.
15.5 The Hirer undertakes not to request the supply of a Service Provider to perform the duties normally performed by a worker who is taking part in official industrial action or duties normally performed by a worker who has been transferred by the Hirer to perform the duties of a person on strike or taking official industrial action.
15.6 The Hirer shall indemnify and keep indemnified the Employment Business against any Losses incurred by the Employment Business arising out of any Assignment or arising out of any non-compliance with, and/or as a result of any breach of, these Terms by the Hirer.
16. ACCEPTANCE OF THESE TERMS OF BUSINESS
Upon receipt of these Terms of Business by the Client they will be deemed as accepted by the both the Client and Company once the Client (post receipt of these terms of business) subsequently engages, instructs or conducts in activities that leads to an engagement of a Candidate introduced by the Company. Signing of these terms of Business is not considered a pre-condition for their acceptance. If the Client requires amendments or addendums to be made to these terms of business, then all alterations or addendums must be agreed in writing by both the Client and the Company. It is the Clients responsibility to ensure that someone is suitably authorised to accept these terms and conditions.
All notices which are required to be given in accordance with these Terms shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.
18.1 Core People warrant that all individuals utilised by the Service Provider in the provision of services have had compliance checks to make sure the Service Provider (and any individual it chooses to utilise) has the skillset to work autonomously and that there is no right to exercise supervision, direction or control over the manner in which the operative carries out services.
18.2 The Client warrants that there is no right to exercise supervision, direction or control in the manner in which the services are provided. Nonetheless the Client acknowledges it is responsible for all acts, errors or omissions for liability, insurance and health and safety purposes in respect of all services provided on site .
If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such prevision shall, to that extent be severed from the remaining Terms, which shall continue to be valid to the fullest extent permitted by application laws.
These terms are governed by the Law of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.