Job Ready

Recruitment in Darlington and the North East

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THE CONTRACT

1.1. These Terms constitute the contract between Job Ready, and the employment payroll company that any candidate is signed up with at the time of engagement, and the Hirer for the supply of the Intermediary’s and/or Agency Worker’s services by Job Ready and the Payroll company to the Hirer and are deemed to be accepted by the Hirer by virtue of its request for, interview with or Engagement of the Intermediary and /or Agency Worker, or the passing of any information by the Hirer about an Intermediary and/or Agency Worker to any third party following an Introduction.

1.2. These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of Job Ready, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.

1.3. 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 of the Job Ready 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.

1.4. Job Ready will use a third party payroll company who shall act as an employment business when Introducing Intermediaries and/or Agency Workers for Assignments with the Hirer. From time to time Job Ready may use their own payroll. The candidates will be provided information at the time of engagement.

  1. HIRER OBLIGATIONS

3.1. The Hirer will provide details of the position which the Hirer seeks to fill, including the following:

3.1.1. the type of work that the Agency Worker would be required to do;

3.1.2. the location and hours of work;

3.1.3. the experience, training, qualifications and any authorisation which the Hirer considers necessary or which are required by law or any professional body for the Agency Worker to possess in order to work in the position;

3.1.4. any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;

3.1.5. the date the Hirer requires the Agency Worker to commence the Assignment;

3.1.6. the duration or likely duration of the Assignment.

3.2. The Hirer will assist Job Ready and the Payroll company in complying with the Hirers duties under the Working Time Regulations by supplying any relevant information about the Assignment requested by Job Ready or the Payroll company and the Hirer will not do anything to cause the Job Ready or the payroll company to be in breach of its obligations under these Regulations. If the Hirer requires the services of an Agency Worker for more than 48 hours in any week during the course of an Assignment, the Hirer must notify Job Ready, and the employment payroll company of this requirement before the commencement of the Assignment or at the very latest, where this is not reasonably practicable, before the commencement of the week in which the Hirer requires the Agency Worker to work in excess of 48 hours.

3.3. The Hirer will comply with its obligations under Regulation 12 (Rights of agency workers in relation to access to collective facilities and amenities) and 13 (Rights of agency workers in relation to access to employment) of the Agency Workers Regulations.

3.4. To enable Job Ready, and the employment payroll company to comply with its obligations under the Agency Workers Regulations, the Hirer undertakes as soon as possible prior to the commencement of each Assignment and during each Assignment (as appropriate) and at any time at Job Ready, and the employment payroll company’ request:

3.4.1. to inform Job Ready, and the employment payroll company of any Calendar Weeks since 1 October 2011 in which the relevant Agency Worker has worked in the same or a similar role with the Hirer via any third party prior to the date of commencement of the relevant Assignment and/or during the relevant Assignment which count or may count towards the Qualifying Period;

3.4.2. if, since 1 October 2011, the Agency Worker has worked in the same or a similar role with the Hirer via any third party prior to the date of commencement of the relevant Assignment and/or works in the same or a similar role with the Hirer via any third party during the relevant Assignment, to provide Job Ready, and the employment payroll company with all the details of such work, including (without limitation) details of where, when and the period(s) during which such work was undertaken and any other details requested by Job Ready, and the employment payroll company;

3.4.3. to inform Job Ready, and the employment payroll company if, since 1 October 2011, the Agency Worker has prior to the date of commencement of the relevant Assignment and/or during the relevant Assignment:

3.4.3.1. completed two or more assignments with the Hirer;

3.4.3.2. completed at least one assignment with the Hirer and one or more earlier assignments with any member of the Hirer’s Group; and/or

3.4.3.3. worked in more than two roles during an assignment with the Hirer and on at least two occasions worked in a role that was not the same role as the previous role;

3.4.4. where the Agency Worker will complete the Qualifying Period during the term of the Assignment, to:

3.4.4.1. provide Job Ready, and the employment payroll company with written details of the basic working and employment conditions the Agency Worker would be entitled to for doing the same job if the Agency Worker had been recruited directly by the Hirer as an employee or worker at the time the Qualifying Period commenced or with those of a Comparable Employee, such basic working and employment conditions being the Relevant Terms and Conditions;

3.4.4.2. inform Job Ready, and the employment payroll company in writing whether the Relevant Terms and Conditions provided are those of a hypothetical directly recruited employee or worker or those of a Comparable Employee;

3.4.4.3. if the Relevant Terms and Conditions provided are those of a Comparable Employee, provide Job Ready, and the employment payroll company with a written explanation of the basis on which the Hirer considers that the relevant individual is a Comparable Employee; and

3.4.4.4. inform Job Ready in writing of any variations in the Relevant Terms and Conditions made at any time during the relevant Assignment after the Qualifying Period commenced; and

3.4.5. where the Agency Worker will complete the Qualifying Period during the term of the Assignment, to provide Job Ready with written details of its pay and benefits structures and appraisal processes and any variations of the same.

3.5. In addition, for the purpose of awarding any bonus to which the Agency Worker may be entitled under the Agency Workers Regulations, the Hirer will:

3.5.1. integrate the Agency Worker into its relevant performance appraisal system;

3.5.2. assess the Agency Worker’s performance;

3.5.3. provide Job Ready with copies of all documentation relating to any appraisal of the Agency Worker, including without limitation written details of the outcome of any appraisal and the amount of any bonus awarded; and

3.5.4. provide Job Ready with all other assistance Job Ready may request in connection with the assessment of the Agency Worker’s performance for the purpose of awarding any bonus.

3.6. The Hirer will comply with all Job Ready’ requests for information and any other requirements to enable Job Ready to comply with the Agency Workers Regulations.

3.7. The Hirer warrants that:

3.7.1. all information and documentation supplied to Job Ready in accordance with clauses 3.4, 3.5 and 3.6 is complete, accurate and up-to-date; and

3.7.2. it will, during the term of the relevant Assignment, immediately inform Job Ready in writing of any subsequent change in any information or documentation provided in accordance with clauses 3.4, 3.5 and 3.6;

3.8. Without prejudice to clauses 15.7 and 15.8, the Hirer shall inform Job Ready in writing of any:

3.8.1. oral or written complaint the Agency Worker makes to the Hirer which is or may be a complaint connected with rights under the Agency Workers Regulations; and

3.8.2. written request for information relating to the Relevant Terms and Conditions that the Hirer receives from the Agency Worker

as soon as possible but no later than 7 calendar days from the day on which any such oral complaint is made to or written complaint or request is received by the Hirer and the Hirer will take such action and give such information and assistance as Job Ready may request, and within any timeframe requested by Job Ready, in order to resolve any such complaint or to provide any such information in a written statement to the Agency Worker within 28 days of the Hirer’s receipt of such a request in accordance with Regulation 16 of the Agency Workers Regulations and the Hirer will provide Job Ready with a copy of any such written statement.

3.9. The Hirer undertakes that it knows of no reason why it would be detrimental to the interests of the Agency Worker for the Agency Worker to fill the Assignment.

  1. INFORMATION TO BE PROVIDED BY JOB READY TO THE HIRER

4.1. When Introducing an Agency Worker to the Hirer Job Ready shall inform the Hirer:

4.1.1. of the identity of the Agency Worker;

4.1.2. that the Agency Worker has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment;

4.1.3. that the Agency Worker is willing to work in the Assignment;

4.1.4. where applicable details of the Intermediary Services to be provided; and

4.1.5. the Charges.

4.2. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any Public or Bank Holiday) following, save where the Intermediary and/or the Agency Worker is Introduced for an Assignment in the same position as one in which the Intermediary and/or the Agency Worker had previously been supplied within the previous 5 business days and such information has already been given to the Hirer, unless the Hirer requests that the information be resubmitted.

  1. TIMESHEETS

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 less than 1 week) the Hirer shall sign Job Ready’ timesheet verifying the number of hours worked by the Agency Worker during that week.

5.2. Signature of the timesheet/approval of an e-timesheet by the Hirer is confirmation of the number of hours worked. If the Hirer is unable to sign a timesheet produced for authentication by the Intermediary and/or the Agency Worker because the Hirer disputes the hours claimed, the Hirer shall inform Job Ready as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with Job Ready to enable Job Ready to establish what hours, if any, were worked by the Agency Worker. Failure to sign the timesheet does not absolve the Hirer of its obligation to pay the Charges in respect of the hours worked.

5.3. The Hirer shall not be entitled to decline to sign a timesheet on the basis that it is dissatisfied with the work performed by the Intermediary and/or the Agency Worker. In the event that the Hirer is dissatisfied with the Intermediary and/or the Agency Worker the provisions of clause 11.1 and 12 below shall apply.

  1. CHARGES

6.1. The Hirer agrees to pay the Charges as notified to and agreed with the Hirer. In the case of an Agency Worker the Charges are calculated according to the number of hours worked by the Agency Worker (to the nearest quarter hour) and comprise where applicable the following:

6.1.1. The Agency Worker’s hourly rate of pay;

6.1.2. An amount equal to any paid holiday leave to which the Agency Worker is entitled under the Working Time Regulations and, where applicable, the Agency Workers Regulations and which is accrued during the course of an Assignment;

6.1.3. Any other amounts to which the Agency Worker is entitled under the Agency Workers Regulations, where applicable;

6.1.4. Employer’s National Insurance contributions;

6.1.5. Any travel, hotel or other expenses as may have been agreed with the Hirer or, if there is no such agreement, such expenses as are reasonable; and

6.1.6. Job Ready’ commission, is agreed via email per assignment

6.2. Job Ready agrees that there will be no additional cost to the hirer after a 13 week period.

6.2.1. In order to comply with any additional liability imposed by statute or other legal requirement or entitlement, including but not limited to the Agency Workers Regulations, the pension reform; and/or

6.2.2. On an annual basis (1st October) Job Ready reserves the right to review the Hourly Charge Rates applied to the supply of Agency Workers, and will use the declared national Retail Price Index (RPI) average percentage increase calculated from the previous 12 month period as the instrument to determine any potential charge increase. The determined percentage increase may then be applied to the Hourly Charge Rate of any incumbent Agency Worker supplied by Job Ready to the Hirer

6.2.3. If there is any variation in the Relevant Terms and Conditions.

6.3. The Charges are invoiced to the Hirer on a weekly basis and are payable within 14 days of the date of invoice.

6.4. A credit limit will be set by Job Ready to facilitate the credit terms for the charges agreed. Should the amount due by the Hirer to Job Ready exceed the credit limit Job Ready reserves the right to request additional payments to bring the balance due below the credit limit even if the invoices are not yet due for payment in accordance with Clause 6.3

6.5. In addition to the Charges, the Hirer will pay Job Ready an amount equal to any bonus that the Hirer awards to the Agency Worker in accordance with clause 3.5 immediately following any such award and Job Ready will pay any such bonus to the Agency Worker. For the avoidance of doubt, the Hirer will also pay any employer’s National Insurance Contributions and Job Ready’s commission on the bonus (calculated using the same percentage rate as that used under clause 6.1.6) in addition to any bonus payable to the Agency Worker.

6.6. VAT is payable at the applicable rate on the entirety of the Charges and all sums payable under clause 6.4.

6.7. Job Ready reserves the right to charge interest on any overdue amount at the rate of 10% per annum above the base rate of the Bank of England from the due date until the date of actual payment. Save that in the event that the Hirer disagrees with any amount invoiced for any bona fide reason or requires any further information with respect to any amount invoiced, it shall notify Job Ready of the reason(s) for such disagreement or request such further information within 3 business days of receiving the invoice; pending the resolution of any such dispute the Hirer shall be entitled to withhold payment of the disputed amount only and shall pay the undisputed amounts within 30 days from date of invoice.

6.8. In the event that the Hirer’s account falls into default Job Ready reserves the right to demand payment of the whole balance outstanding on the account.

6.9. The Hirer shall be responsible for all reasonable costs incurred in the recovery of any outstanding balance (including the employment of a debt collection agency and all potential legal costs). Debt collection charges will be levied against the value of the outstanding debt at the prevailing rates. Any payment made by the client after the instruction of a Debt Collection Agency by the Employment Agency will be allocated first against the debt collection fee, interest costs, late payment charges and legal fees where applicable before being allocated against the principle debt. Debt collection charges are subject to change from time to time. Up to date debt collection charges can be obtained from Job Ready on application.

6.10. No refunds are payable in respect of the Charges of Job Ready.

6.10.1. 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 save for the circumstances detailed in clause 6.6.

  1. PAYMENT OF THE AGENCY WORKER

Job Ready passes responsibility to the payroll company for paying the Intermediary and/or the Agency Worker and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to the Agency Worker pursuant to sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003.

  1. TRANSFER FEES

8.1. The Hirer shall be liable to pay a Transfer Fee if the Hirer Engages an Intermediary and/or any Agency Worker Introduced by Job Ready other than via Job Ready or introduces the Intermediary and/or any Agency Worker to a third party and such introduction results in an Engagement of the Intermediary and/or the Agency Worker by the third party other than via Job Ready and:

8.1.1. where the Intermediary and/or the Agency Worker has been supplied by Job Ready, such Engagement takes place during the Assignment or within the Relevant Period; or

8.1.2. where the Intermediary and/or the Agency Worker has not been supplied, such Engagement takes place within 6 months from the date of the Introduction to the Hirer.

(a) The Transfer Fee shall be calculated as follows: 12% of the Remuneration payable to the Intermediary and/or Agency Worker during the first 12 months of the Engagement or, if the actual amount of the Remuneration is not known, the Charges multiplied by 250. 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.

8.2. If the Hirer wishes to Engage the Intermediary and/or the Agency Worker other than via Job Ready without liability to pay a Transfer Fee, the Hirer may, on giving 91 days written notice to Job Ready, engage the Intermediary and/or the Agency Worker for the Period of Extended Hire which shall be 13 weeks. Where the Hirer does not give the required notice before the Intermediary and/or Agency Worker is engaged the parties agree that the Transfer Fee shall be due.

8.3. During such Period of Extended Hire Job Ready shall supply the Intermediary and/or the Agency Worker on the same terms on which they have or would have been supplied during the Assignment and in any case on terms no less favourable than those terms which applied immediately before Job Ready received the notice in clause 8.2; and the Hirer shall continue to pay the Charges set out in clause 6. If Job Ready is unable to supply the Intermediary and/or the Agency Worker for any reason outside its control for the whole or any part of the Period of Extended Hire; or the Hirer does not wish to hire the Intermediary and/or the Agency Worker on the same terms as the Assignment; but the Intermediary and/or the Agency Worker is Engaged by the Hirer, the Hirer shall pay the Transfer Fee, reduced pro-rata to reflect any Charges paid by the Hirer during any part of the Period of Extended Hire worked by the Intermediary and/or the Agency Worker before being Engaged by the Hirer. If the Hirer fails to give notice of its intention to Engage the Intermediary and/or the Agency Worker other than via Job Ready before such Engagement commences, the parties agree that the Transfer Fee shall be due in full.

8.4. Where prior to the commencement of the Hirer’s Engagement, other than via Job Ready, Job Ready and the Hirer agree that such Engagement will be on the basis of a fixed term of less than 12 months, Job Ready may, in its absolute discretion, reduce the Transfer Fee as calculated in accordance with clause 8.1.2 (a) pro-rata. Such reduction is subject to the Hirer Engaging the Intermediary and/or the Agency Worker for the agreed fixed term. Should the Hirer extend the Intermediary and/or the Agency Worker’s Engagement or re-Engage the Intermediary and/or the Agency Worker within 12 months from the commencement of the initial Engagement Job Ready reserves the right to recover the balance of the Transfer Fee.

8.5. No refund of the Transfer Fee will be paid in the event that the Engagement of the Intermediary and/or the Agency Worker other than via Job Ready by the Hirer or by a third party to which the Hirer introduces the Intermediary and/or the Agency Worker terminates or terminates before the end of the fixed term referred to in clause 8.4.

8.6. VAT is payable in addition to any Transfer Fee due.

  1. SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS

9.1. Where:

9.1.1. the Intermediary and/or the Agency Worker is required by law, or any professional body to have any qualifications or authorisations to work on the Assignment, Job Ready will take all reasonably practicable steps to obtain and offer to provide to the Hirer copies of any relevant qualifications or authorisations of the Agency Worker; and

9.1.2. in addition, where the Assignment involves working with, caring for or attending one or more Vulnerable Persons, Job Ready will take all reasonably practicable steps to obtain and offer to provide copies to the Hirer of two references from persons who are not relatives of the Agency Worker and who have agreed that the references they provide may be disclosed to the Hirer;

and such other reasonably practicable steps as are required to confirm that the Intermediary and/or the Agency Worker is suitable for the Assignment. If Job Ready has taken all reasonably practicable steps to obtain the information above and has been unable to do so fully it shall inform the Hirer of the steps it has taken to obtain this information in any event.

9.2. The Hirer shall advise Job Ready at the time of instructing Job Ready to supply an Intermediary and/or an Agency Worker whether during the course of the Assignment, the Intermediary and/or the Agency Worker will be required to work with, care for or attend one or more Vulnerable Persons or engage in activity or otherwise be working in a position covered by the Safeguarding Vulnerable Groups Act 2006 or the Protecting Vulnerable Groups (Scotland) Act 2007 as applicable.

9.3. The Hirer shall assist Job Ready by providing any information required to allow Job Ready 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 Job Ready to select a suitable Intermediary and/or Agency Worker for the Assignment.

9.4. In particular in the event that the Hirer removes an Intermediary and/or Agency Worker from an Assignment in circumstances which would require Job Ready 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 Job Ready to allow it to discharge its statutory obligations.

  1. SUPPLY OF AGENCY WORKERS AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)

10.1 Drivers are supplied by Job Ready on the sole understanding that the Hirer holds an operator’s licence under the Transport Act 1968 when required.

10.2 As far as is possible, Job Ready will check references of the Drivers and will examine driving licences and permits; notwithstanding this, the Hirer shall take direct responsibility for all statutory duties where applicable in respect of driving licences and permits, Drivers’ hours and records, the issue and collection of tachograph cards, maintenance and safety of vehicles, Health and Safety Regulations, and Road Traffic and liability insurances, including but not limited to fully comprehensive insurance for the vehicle to be driven and its contents.

10.3 The Hirer shall on request permit Job Ready to inspect its operator’s licence and policies of insurance for the vehicles to be driven by the Drivers.

10.4 To assist the Hirer in complying with the relevant provisions of the Transport Act, Job Ready agrees to provide the Hirer upon request with such information as is available to Job Ready regarding any driving assignments carried out by a Driver in the seven days immediately preceding the commencement of an Assignment with the Hirer, provided the Driver shall have worked for a Hirer of Job Ready during those seven days.

  1. UNSUITABILITY OF THE AGENCY WORKER

11.1. The Hirer undertakes to supervise the Agency Worker sufficiently to ensure the Hirer’s satisfaction with the Agency Worker’s standards of work. If the Hirer reasonably considers that the services of the Agency Worker are unsatisfactory, the Hirer may terminate the Assignment either by instructing the Agency Worker to leave the Assignment immediately, or by directing Job Ready to remove the Agency Worker. Job Ready may, in its absolute discretion, in such circumstances, reduce or cancel the Charges for the time worked by that Agency Worker, provided that the Hirer has notified Job Ready immediately that they have asked the Agency Worker to leave the Assignment or the Assignment terminates:

11.1.1. within 12 hours of the Agency Worker commencing the Assignment where the Assignment is for more than 7 hours; or

11.1.2. within 6 hours for Assignments of 7 hours or less;

and provided that notification of the unsuitability of the Agency Worker is confirmed in writing to Job Ready within 48 hours of the termination of the Assignment.

11.2. Job Ready shall notify the Hirer immediately if it receives or otherwise obtains information which gives Job Ready reasonable grounds to believe that any Agency Worker supplied to the Hirer is unsuitable for the Assignment and shall be entitled to terminate the Assignment forthwith without prior notice and without liability. Notwithstanding, the Hirer shall remain liable for all Charges incurred prior to the termination of the Assignment.

11.3. The Hirer shall notify Job Ready immediately and without delay and in any event within 24 hours if the Agency Worker fails to attend work or has notified the Hirer that they are unable to attend work for any reason.

  1. TERMINATION OF THE ASSIGNMENT

Any of the Hirer, Job Ready or the Intermediary and/or the Agency Worker 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).

  1. CONFIDENTIALITY AND DATA PROTECTION

13.1. All information relating to an Intermediary and/or Agency Worker 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. Job Ready undertakes to keep confidential all Relevant Terms and Conditions that the Hirer discloses to Job Ready and not to use such information except for the purposes of compliance with the Agency Workers Regulations (including, for the avoidance of doubt and without limitation, when dealing with any request for information or complaint made by any Agency Worker or any AWR Claim).

13.3. Information relating to Job Ready’ 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.

  1. INTELLECTUAL PROPERTY RIGHTS

All copyright, trademarks, patents and other intellectual property rights deriving from the Assignment shall belong to the Hirer. Accordingly Job Ready shall use its reasonable endeavours to ensure that the Intermediary and/or Agency Worker shall execute all such documents and do all such acts in order to give effect to the Hirer’s rights pursuant to this clause.

  1. LIABILITY

15.1. Whilst reasonable efforts are made by Job Ready to give satisfaction to the Hirer by ensuring reasonable standards of skill, integrity and reliability from the Intermediary and/or Agency Worker and to provide the same in accordance with the Assignment details as provided by the Hirer, no liability is accepted by Job Ready for any loss, expense, damage or delay arising from any failure to provide any Intermediary and/or Agency Worker for all or part of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Intermediary and/or Agency Worker or if the Intermediary and/or Agency Worker terminates the Assignment for any reason. For the avoidance of doubt, Job Ready 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.

15.2. Intermediaries and/or Agency Workers supplied by Job Ready pursuant to these Terms are engaged under contracts for services. They are not the employees of Job Ready and are deemed to be under the supervision and direction of the Hirer from the time they report to take up duties and for the duration of the Assignment. The Hirer agrees to be responsible for all acts, errors or omissions of the Agency Worker, whether willful, negligent or otherwise as though the Agency Worker was on the payroll of the Hirer.

15.3. The Hirer shall advise Job Ready of any special health and safety matters about which Job Ready is required to inform the Intermediary and/or Agency Worker and about any requirements imposed by law or by any professional body, which must be satisfied if the Intermediary and/or Agency Worker is to fill the Assignment.

15.4. The Hirer will 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 the Working Time Regulations, Health and Safety At Work etc. Act 1974, the Management of Health and Safety at Work Regulations 1999, the Agency Worker Regulations 2010, by-laws, codes of practice and legal requirements to which the Hirer is ordinarily subject in respect of the Hirer’s own staff (excluding the matters specifically mentioned in clause 7 above), including in particular the provision of adequate Employer’s (in the case of Agency Workers) and Public Liability Insurance cover for the Agency Worker during all Assignments.

15.5. The Hirer undertakes not to request the supply of an Agency Worker 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 Job Ready against any Losses incurred by Job Ready 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.

15.7. The Hirer shall inform Job Ready in writing of any AWR Claim which comes to the notice of the Hirer as soon possible but no later than 7 calendar days from the day on which any such AWR Claim comes to the notice of the Hirer.

15.8. If the Agency Worker brings, or threatens to bring, any AWR Claim, the Hirer undertakes to take such action and give such information and assistance as Job Ready may request, and within any timeframe requested by Job Ready and at the Hirer’s own cost, to avoid, dispute, resist, mitigate, compromise or defend any such AWR Claim and to appeal against any judgment given in respect thereof.

  1. BRIBERY ACT 2010

16.1 Each Party in the course of performing its obligations under this Agreement Shall:

16.1.1 comply with all applicable bribery and similar laws and regulations;

16.1.2 not engage in any activity, practice or conduct which would constitute an offence referred to in sections 1, 2 or 6 of the Bribery Act 2010 (“Obligation”)

16.1.3 have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Obligations and sub-paragraph 16.1.2 above, and will enforce them where appropriate;

16.1.4 promptly notify the other immediately upon becoming aware of any request or demand for any undue financial or other advantage of any kind in connection with the performance of this Agreement;

16.2 The Hirer shall make all reasonable efforts to ensure that:

16.2.1 within 5 days of receipt of a request from Job Ready, certify to Job Ready its and all persons associated with it and all other persons for whom the Hirer is responsible compliance with this clause 16.;

16.2.2 to provide supporting evidence of compliance as Job Ready may reasonably request;

16.3 The Hirer shall ensure that any person associated with the Hirer who is receiving the services of Intermediaries and/or Agency Workers in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Hirer in this clause 16. (“Relevant Terms”). The Hirer shall be responsible for the observance and performance by such person of the “Relevant Terms, and shall be directly liable to Job Ready for any breach by such persons of any Relevant Terms.

16.4 In the event of any breach of this clause 16. by the Hirer or anyone employed by it or acting on its behalf (whether with or without the knowledge of the Hirer);

16.4.1 the Hirer shall immediately give Job Ready full details of any such breach and shall co-operate fully with Job Ready in disclosing information, records and supporting documents which Job Ready may request; and/or

16.4.2 Job Ready shall (Without prejudice to any other rights of termination under this Agreement or otherwise) be entitled to terminate this Agreement immediately without notice, the Hirer shall not be entitled to claim compensation or any further remuneration; and

16.4.3 the Hirer shall be liable for and shall indemnify and keep Job Ready indemnified against each loss, liability, cost and any damages or expenses incurred by or awarded against Job Ready as a result of any breach of this clause 16.

16.5 For the purpose of this clause 16, the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 16. a person associated with the Hirer includes any subcontractor, agent or third party of the Hirer.

16.6 The Hirer warrants that neither the Hirer nor any of its officers, employees or, so far as it is aware, any person associated with the Hirer has been convicted of any offence involving bribery, corruption, fraud or dishonesty or, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Anti-Bribery Laws.

16.7 The Hirer shall promptly notify Job Ready if, at any time during the term of this Agreement, it is no longer able to comply with clause

16.6. The Hirer warrants that neither the Hirer nor any of its officers, employees or, so far as it is aware, any person associated with the Hirer has been convicted of any offence involving bribery, corruption, fraud or dishonesty or, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Anti-Bribery Laws.

  1. FORCE MAJEURE

17.1 Job Ready will use its reasonable endeavours to provide the services of an Intermediary and/or Agency Worker throughout the Assignment. Should Job Ready’ obligation to do so be materially interrupted or interfered with by an event of force majeure, then such obligation shall be suspended while the interference or interruption continues and Job Ready will not be liable for any loss or costs the Hirer suffers or incurs as a consequence of the interference or interruption.

17.2 The parties to this Agreement agree to use their reasonable endeavours to minimise and reduce any period of suspension caused by an event of force majeure.

17.3 The expression “an event of force majeure” includes but is not limited to fire, flood, casualty, lockout, strike, labour disputes, industrial action of any kind, unavoidable accident, breakdown of equipment, national calamity or riot, Acts of God, the enactment of any Act of Parliament or the act of any other legally constituted authority, any cause or event arising out of or attributable to war, or any other cause or event (whether of a similar or dissimilar nature) outside the reasonable control of either party to this contract other than a shortage or lack of money.

  1. NOTICES

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.

  1. SEVERABILITY

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

20 PUBLICITY

Neither party shall publish or permit to be published either alone or in conjunction with any other person any information, article, photograph, or illustration in respect of the other party without the prior written consent of the other party. Such consent shall apply only to such application as it expressly refers to and shall not apply to any subsequent application.

  1. WAIVER

No waiver by either party of any provision of this Agreement shall be binding unless expressly confirmed in writing. Further, any such waiver shall relate only to such matter, non-compliance or breach as it expressly refers to and shall not apply to any subsequent or other matter, non-compliance or breach.

  1. NO PARTNERSHIP

Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture or a relationship of principal and agent or employer and employee between the parties.

  1. ACCRUED RIGHTS AND REMEDIES

Neither the expiration nor the termination of this Agreement shall prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue either to Job Ready or to the Hirer.

  1. RIGHTS OF THIRD PARTIES

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

  1. GOVERNING LAW AND JURISDICTION

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

SCHEDULE 1

“COMPARABLE EMPLOYEE”, “QUALIFYING PERIOD” AND “TEMPORARY WORK AGENCY”

“Comparable Employee” means as defined in Regulation 5(4) of the Agency Workers Regulations being an employee of the Hirer who:

(a) works for and under the supervision of the Hirer and is engaged in the same or broadly similar work as the Agency Worker having regard, where relevant, to whether the employee and the Agency Worker have a similar level of qualification and skill; and

(b) works or is based at the same establishment as the Agency Worker or, where there is no comparable employee working or based at that establishment who satisfies the requirements of (a) above, works or is based at a different establishment and satisfies those requirements.

For the purpose of the definition of “Qualifying Period” in clause 1.1 of these Terms, when calculating whether any weeks completed with the Hirer count as continuous towards the Qualifying Period, where:

(a) the Agency Worker has started working during an assignment and there is a break, either between assignments or during an assignment, when the Agency Worker is not working;

(b) the break is:

(i) for any reason and not more than six Calendar Weeks;

(ii) wholly due to the fact that the Agency Worker is incapable of working in consequence of sickness or injury and the break is 28 Calendar Weeks or less; paragraph (iii) does not apply; and, if required to do so by Job Ready, the Agency Worker has provided such written medical evidence as may reasonably be required;

(iii) related to pregnancy, childbirth or maternity and is at a time in a protected period, being a period beginning at the start of the pregnancy and ending at the end of the 26 weeks beginning with childbirth (being the birth of a living child or the birth of a child whether living or dead after 24 weeks of pregnancy) or, if earlier, when the Agency Worker returns to work;

(iv) wholly for the purpose of taking time off or leave, whether statutory or contractual, to which the Agency Worker is otherwise entitled which is:

  1. ordinary, compulsory or additional maternity leave;
  2. ordinary or additional adoption leave;

iii. ordinary or additional paternity leave;

  1. time off or other leave not listed in paragraphs (iv)i, ii, or iii above; or
  2. for more than one of the reasons listed in paragraphs (iv)i, ii, iii to iv above;

(v) wholly due to the fact that the Agency Worker is required to attend at any place in pursuance to being summoned for service as a juror and the break is 28 Calendar Weeks or less;

(vi) wholly due to a temporary cessation in the Hirer’s requirement for any worker to be present at the establishment and work in a particular role for a pre-determined period of time according to the established custom and practices of the Hirer;

(vii) wholly due to a strike, lock-out or other industrial action at the Hirer’s establishment; or

(viii) wholly due to more than one of the reasons listed in paragraphs (ii), (iii), (iv), (v), (vi) or (vii); and

(c) the Agency Worker returns to work in the same role with the Hirer,

any weeks during which the Agency Worker worked for the Hirer before the break shall be carried forward and treated as counting towards the Qualifying Period with any weeks during which the Agency Worker works for the Hirer after the break. In addition, when calculating the number of weeks during which the Agency Worker has worked, where the Agency Worker has started working in a role during an Assignment and is unable to continue working for a reason described in paragraph (b)(iii) or (b)(iv)i., ii, or iii., for the period that is covered by one or more such reasons, the Agency Worker shall be deemed to be working in that role with the Hirer for the original intended duration or likely duration of the relevant Assignment, whichever is the longer. For the avoidance of doubt, time spent by the Agency Worker working during an assignment before 1 October 2011 does not count for the purposes of the definition of “Qualifying Period”.

“Temporary Work Agency” means as defined in Regulation 4 of the Agency Workers Regulations being a person engaged in the economic activity, public or private, whether or not operating for profit, and whether or not carrying on such activity in conjunction with others, of:

(a) supplying individuals to work temporarily for and under the supervision and direction of hirers; or

(b) paying for, or receiving or forwarding payment for, the services of individuals who are supplied to work temporarily for and under the supervision and direction of hirers.

Notwithstanding paragraph (b) of this definition a person is not a Temporary Work Agency if the person is engaged in the economic activity of paying for, or receiving or forwarding payments for, the services of individuals regardless of whether the individuals are supplied to work for hirers. For the purpose of this definition, a “hirer” means a person engaged in economic activity, public or private, whether or not operating for profit, to whom individuals are supplied, to work temporarily for and under the supervision and direction of that person.