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(1074, 42, '2017-01-18 06:39:49', '2017-01-18 06:39:49', '<p style="text-align: center; font-size: 24px;"><span style="color: #1f497d;">Terms of Business &amp; Credit Account Application for the Supply of Agency</span>\r\n<span style="color: #1f497d;"> Workers and or Intermediaries</span></p>\r\n<span style="text-decoration: underline;"><strong><span style="color: #1f497d; text-decoration: underline;">Parties</span></strong></span>\r\n\r\nZodeq2 Limited, a company incorporated in England and Wales with registered number 10369678 whose registered office is at 1st Floor, The Exchange, 1 St John Street, Cheshire, United Kingdom, CH1 1DA (‘’<strong>Employment Business</strong>’’); and\r\n\r\n<strong>(Client name)</strong>, a company incorporated in England and Wales with registered number <strong>(Client registration number)</strong>, whose registered office is at <strong>(Client address)</strong> (‘’<strong>the Client</strong>’’)\r\n\r\nFenix Recruitment Limited, whose office is at 20 Church Road, Hanham, Bristol, BS15 3AB (‘’<strong>the introducer</strong>’’)\r\n\r\n<span style="text-decoration: underline; color: #1f497d;"><strong>BACKGROUND</strong></span>\r\n<ol style="list-style-type: upper-alpha;">\r\n 	<li>The Client wishes to be provided with Temporary Workers and is a client of the Introducer.</li>\r\n 	<li>The Introducer and Zodeq2 Limited have an arrangement in place whereby Zodeq2 Limited provides Temporary Workers to the Introducers clients in certain circumstances. The Introducer is a Recruitment Agent and is responsible for sourcing and introducing the Temporary Workers.</li>\r\n 	<li>The Client wishes to source and Zodeq has agreed to provide Temporary Workers to the Client on the terms and conditions set out in these Terms.</li>\r\n</ol>\r\n<p style="text-align: center;"><span style="color: #1f497d;">TERMS OF BUSINESS WITH A HIRER FOR THE SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES</span></p>\r\n\r\n<ol>\r\n 	<li><span style="color: #1f497d;"><strong>DEFINITIONS AND INTERPRETATION</strong></span>\r\n<div>1.1 In these Terms the following definitions apply:</div>\r\n<table border="0">\r\n<tbody>\r\n<tr>\r\n<td valign="top"><strong>“Agency Worker”</strong></td>\r\n<td valign="top">means the individual who is Introduced by the Employment Business to provide services to the Hirer; and/or any officer, employee, worker, or representative of the Intermediary supplied to provide the Assignment.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Agency Workers Regulations”</strong></td>\r\n<td valign="top">means the Agency Workers Regulations 2010;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment”</strong></td>\r\n<td valign="top">means assignment or intermediary services to be performed by the Agency Worker and/or Intermediary for the Hirer for a period of time during which the Agency Worker and/or the Intermediary is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment Details Form”</strong></td>\r\n<td valign="top">means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“AWR Claim”</strong></td>\r\n<td valign="top">means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Calendar Week”</strong></td>\r\n<td valign="top">means any period of seven days starting with the same day as the first day of the First Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Charges”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Conduct Regulations”</strong></td>\r\n<td valign="top">means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Confidential Information”</strong></td>\r\n<td valign="top">means 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 Agency Worker, Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Control”</strong></td>\r\n<td valign="top">means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Data Protection Laws”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Employment Business”</strong></td>\r\n<td valign="top">Zodeq2 Limited. (Registered Company No.10369678) whose registered office is at 1<sup>st</sup> Floor, The Exchange, 1<sup>St</sup> John Street, CH1 1DA.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Engagement”</strong></td>\r\n<td valign="top">means the engagement, employment or use of the Agency Worker and/or the Intermediary''s services or the services of any Agency Worker and/or Intermediary by the Hirer or any third party to whom the Intermediary and/or any Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Intermediary is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer”</strong></td>\r\n<td valign="top">means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker and/or Intermediary is Introduced;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer''s Group”</strong></td>\r\n<td valign="top">means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Intermediary”</strong></td>\r\n<td valign="top">means the self employed person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Introduction”</strong></td>\r\n<td valign="top">means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Intermediary and/or Agency Worker; or (ii) the Hirer’s interview of an Intermediary and/or Agency Worker  (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply an Intermediary and/or Agency Worker; or (iii) the supply of the Agency Worker and/or Intermediary; and, in any case, which leads to an Engagement of the Intermediary and/or the Agency Worker; and “Introduces”, “Introduced” and "Introducing" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Losses”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Period of Extended Hire”</strong></td>\r\n<td valign="top">means any additional period that the Hirer wishes the Agency Worker and/or Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Period”</strong></td>\r\n<td valign="top">means (a) the period of 8 weeks commencing on the day after the <u>last</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the <u>first</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business  or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Terms and Conditions”</strong></td>\r\n<td valign="top">means terms and conditions relating to:\r\n<ol style="list-style-type: lower-alpha;">\r\n 	<li>pay;</li>\r\n 	<li>the duration of working time;</li>\r\n 	<li>night work;</li>\r\n 	<li>rest periods;</li>\r\n 	<li>rest breaks; and</li>\r\n 	<li>annual leave</li>\r\n</ol>\r\nthat are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Remuneration”</strong></td>\r\n<td valign="top">includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker and/or Intermediary for services provided to or on behalf of the Hirer or any third party. Where a company car is provided, a notional amount of £4,000 will be added to the salary in order to calculate the Employment Business'' fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Terms”</strong></td>\r\n<td valign="top">means these terms of business (including the attached schedules) together with any applicable Assignment Details Form and Credit application form;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Transfer Fee”</strong></td>\r\n<td valign="top">means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Vulnerable Person”</strong></td>\r\n<td valign="top">means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Working Time Regulations”</strong></td>\r\n<td valign="top">means the Working Time Regulations 1998.</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.\r\n\r\n1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.\r\n\r\n1.4 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>THE CONTRACT\r\n</strong></span></span>2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Intermediary’s and/or Agency Worker’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 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.2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.\r\n\r\n2.3.  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 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.\r\n\r\n2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when Introducing Intermediaries and/or Agency Workers for Assignments with the Hirer.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>HIRER OBLIGATIONS\r\n</strong></span></span>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:\r\n\r\n&nbsp;\r\n\r\n3.1.1.     the type of work that the Agency Worker and/or Intermediary would be required to do;\r\n\r\n&nbsp;\r\n\r\n3.1.2.     the location and hours of work;\r\n\r\n&nbsp;\r\n\r\n3.1.3.     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 and/or Intermediary to possess in order to work in the position;\r\n3.1.4.     any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;\r\n\r\n&nbsp;\r\n\r\n3.1.5.     the date the Hirer requires the Agency Worker and/or Intermediary to commence the Assignment;\r\n\r\n&nbsp;\r\n\r\n3.1.6.     the duration or likely duration of the Assignment.\r\n\r\n&nbsp;\r\n\r\n3.2.         The Hirer 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 Hirer will not do anything to cause the Employment Business 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 the Employment Business 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.\r\n\r\n&nbsp;\r\n\r\n3.3.            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.\r\n\r\n<span style="color: #1f497d;"><strong>\r\n</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>AGENCY WORKER REGULATIONS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TIMESHEETS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CHARGES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PAYMENT OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TRANSFER FEES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>UNSUITABILITY OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TERMINATION OF THE ASSIGNMENT</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CONFIDENTIALITY AND DATA PROTECTION</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>INTELLECTUAL PROPERTY RIGHTS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>LIABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>BRIBERY ACT 2010</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>FORCE MAJEURE</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NOTICES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SEVERABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PUBLICITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>WAIVER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NO PARTNERSHIP</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>ACCRUED RIGHTS AND REMEDIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>RIGHTS OF THIRD PARTIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>GOVERNING LAW AND JURISDICTION</strong></span></li>\r\n</ol>', 'Terms and Conditions Contractor', '', 'inherit', 'closed', 'closed', '', '984-revision-v1', '', '', '2017-01-18 06:39:49', '2017-01-18 06:39:49', '', 984, 'http://54.83.130.196/wdo/WDO_release3/984-revision-v1/', 0, 'revision', '', 0),
(1077, 42, '2017-01-18 06:47:28', '2017-01-18 06:47:28', '<p style="text-align: center; font-size: 24px;"><span style="color: #1f497d;">Terms of Business &amp; Credit Account Application for the Supply of Agency</span>\r\n<span style="color: #1f497d;"> Workers and or Intermediaries</span></p>\r\n<span style="text-decoration: underline;"><strong><span style="color: #1f497d; text-decoration: underline;">Parties</span></strong></span>\r\n\r\nZodeq2 Limited, a company incorporated in England and Wales with registered number 10369678 whose registered office is at 1st Floor, The Exchange, 1 St John Street, Cheshire, United Kingdom, CH1 1DA (‘’<strong>Employment Business</strong>’’); and\r\n\r\n<strong>(Client name)</strong>, a company incorporated in England and Wales with registered number <strong>(Client registration number)</strong>, whose registered office is at <strong>(Client address)</strong> (‘’<strong>the Client</strong>’’)\r\n\r\nFenix Recruitment Limited, whose office is at 20 Church Road, Hanham, Bristol, BS15 3AB (‘’<strong>the introducer</strong>’’)\r\n\r\n<span style="text-decoration: underline; color: #1f497d;"><strong>BACKGROUND</strong></span>\r\n<ol style="list-style-type: upper-alpha;">\r\n 	<li>The Client wishes to be provided with Temporary Workers and is a client of the Introducer.</li>\r\n 	<li>The Introducer and Zodeq2 Limited have an arrangement in place whereby Zodeq2 Limited provides Temporary Workers to the Introducers clients in certain circumstances. The Introducer is a Recruitment Agent and is responsible for sourcing and introducing the Temporary Workers.</li>\r\n 	<li>The Client wishes to source and Zodeq has agreed to provide Temporary Workers to the Client on the terms and conditions set out in these Terms.</li>\r\n</ol>\r\n<p style="text-align: center;"><span style="color: #1f497d;">TERMS OF BUSINESS WITH A HIRER FOR THE SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES</span></p>\r\n\r\n<ol>\r\n 	<li><span style="color: #1f497d;"><strong>DEFINITIONS AND INTERPRETATION</strong></span>\r\n<div>1.1 In these Terms the following definitions apply:</div>\r\n<table border="0">\r\n<tbody>\r\n<tr>\r\n<td valign="top"><strong>“Agency Worker”</strong></td>\r\n<td valign="top">means the individual who is Introduced by the Employment Business to provide services to the Hirer; and/or any officer, employee, worker, or representative of the Intermediary supplied to provide the Assignment.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Agency Workers Regulations”</strong></td>\r\n<td valign="top">means the Agency Workers Regulations 2010;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment”</strong></td>\r\n<td valign="top">means assignment or intermediary services to be performed by the Agency Worker and/or Intermediary for the Hirer for a period of time during which the Agency Worker and/or the Intermediary is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment Details Form”</strong></td>\r\n<td valign="top">means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“AWR Claim”</strong></td>\r\n<td valign="top">means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Calendar Week”</strong></td>\r\n<td valign="top">means any period of seven days starting with the same day as the first day of the First Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Charges”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Conduct Regulations”</strong></td>\r\n<td valign="top">means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Confidential Information”</strong></td>\r\n<td valign="top">means 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 Agency Worker, Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Control”</strong></td>\r\n<td valign="top">means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Data Protection Laws”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Employment Business”</strong></td>\r\n<td valign="top">Zodeq2 Limited. (Registered Company No.10369678) whose registered office is at 1<sup>st</sup> Floor, The Exchange, 1<sup>St</sup> John Street, CH1 1DA.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Engagement”</strong></td>\r\n<td valign="top">means the engagement, employment or use of the Agency Worker and/or the Intermediary''s services or the services of any Agency Worker and/or Intermediary by the Hirer or any third party to whom the Intermediary and/or any Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Intermediary is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer”</strong></td>\r\n<td valign="top">means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker and/or Intermediary is Introduced;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer''s Group”</strong></td>\r\n<td valign="top">means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Intermediary”</strong></td>\r\n<td valign="top">means the self employed person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Introduction”</strong></td>\r\n<td valign="top">means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Intermediary and/or Agency Worker; or (ii) the Hirer’s interview of an Intermediary and/or Agency Worker  (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply an Intermediary and/or Agency Worker; or (iii) the supply of the Agency Worker and/or Intermediary; and, in any case, which leads to an Engagement of the Intermediary and/or the Agency Worker; and “Introduces”, “Introduced” and "Introducing" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Losses”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Period of Extended Hire”</strong></td>\r\n<td valign="top">means any additional period that the Hirer wishes the Agency Worker and/or Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Period”</strong></td>\r\n<td valign="top">means (a) the period of 8 weeks commencing on the day after the <u>last</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the <u>first</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business  or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Terms and Conditions”</strong></td>\r\n<td valign="top">means terms and conditions relating to:\r\n<ol style="list-style-type: lower-alpha;">\r\n 	<li>pay;</li>\r\n 	<li>the duration of working time;</li>\r\n 	<li>night work;</li>\r\n 	<li>rest periods;</li>\r\n 	<li>rest breaks; and</li>\r\n 	<li>annual leave</li>\r\n</ol>\r\nthat are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Remuneration”</strong></td>\r\n<td valign="top">includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker and/or Intermediary for services provided to or on behalf of the Hirer or any third party. Where a company car is provided, a notional amount of £4,000 will be added to the salary in order to calculate the Employment Business'' fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Terms”</strong></td>\r\n<td valign="top">means these terms of business (including the attached schedules) together with any applicable Assignment Details Form and Credit application form;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Transfer Fee”</strong></td>\r\n<td valign="top">means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Vulnerable Person”</strong></td>\r\n<td valign="top">means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Working Time Regulations”</strong></td>\r\n<td valign="top">means the Working Time Regulations 1998.</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.\r\n\r\n1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.\r\n\r\n1.4 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>THE CONTRACT\r\n</strong></span></span>2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Intermediary’s and/or Agency Worker’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 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.2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.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 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 Intermediaries and/or Agency Workers for Assignments with the Hirer.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>HIRER OBLIGATIONS\r\n</strong></span></span>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:\r\n<div style="margin-left: 25px;">\r\n\r\n3.1.1.     the type of work that the Agency Worker and/or Intermediary would be required to do;\r\n\r\n3.1.2.     the location and hours of work;\r\n\r\n3.1.3.     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 and/or Intermediary to possess in order to work in the position;\r\n\r\n3.1.4.     any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;\r\n\r\n3.1.5.     the date the Hirer requires the Agency Worker and/or Intermediary to commence the Assignment;\r\n\r\n3.1.6.     the duration or likely duration of the Assignment.\r\n\r\n</div>\r\n3.2.         The Hirer 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 Hirer will not do anything to cause the Employment Business 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 the Employment Business 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.\r\n\r\n3.3.            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>AGENCY WORKER REGULATIONS\r\n</strong></span></span>4.1.   The Employment Business and the Hirer shall comply with their respective obligations under the Agency Workers Regulations 2010 (“AWR”) and each party shall provide all requested information to the other party in connection with the AWR. The Employment Business shall pass all information it receives from the Hirer relating to the AWR to any umbrella companies involved.4.2.   Whether or not an Agency Worker has rights as an Agency Worker (as defined under the AWR) will depend on each particular case. Agency Workers engaged under PAYE terms of engagement and Agency Workers supplied through an umbrella company are likely to be classified as Agency Workers under the AWR and will therefore attract obligations for both the Employment Business and the Hirer.\r\n\r\n4.3.   The Employment Business shall inform the Hirer if any Agency Worker has been assigned to the Hirer at any time during the 6 week period prior to the start date of any Assignment. In the event that any Agency Worker has been on Assignment for 8 continuous weeks, the Employment Business shall notify the Hirer in order that both parties can arrange to comply with their respective obligations under the AWR in respect of any such Agency Worker.\r\n\r\n4.4.      Each party shall indemnify the other party against any direct claim, direct loss, action, penalty, demand or any liability whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred arising as a result of any incorrect information provided to the other party.</li>\r\n 	<li><span style="color: #1f497d;"><strong>INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TIMESHEETS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CHARGES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PAYMENT OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TRANSFER FEES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>UNSUITABILITY OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TERMINATION OF THE ASSIGNMENT</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CONFIDENTIALITY AND DATA PROTECTION</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>INTELLECTUAL PROPERTY RIGHTS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>LIABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>BRIBERY ACT 2010</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>FORCE MAJEURE</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NOTICES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SEVERABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PUBLICITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>WAIVER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NO PARTNERSHIP</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>ACCRUED RIGHTS AND REMEDIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>RIGHTS OF THIRD PARTIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>GOVERNING LAW AND JURISDICTION</strong></span></li>\r\n</ol>', 'Terms and Conditions Contractor', '', 'inherit', 'closed', 'closed', '', '984-revision-v1', '', '', '2017-01-18 06:47:28', '2017-01-18 06:47:28', '', 984, 'http://54.83.130.196/wdo/WDO_release3/984-revision-v1/', 0, 'revision', '', 0);
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(1078, 42, '2017-01-18 06:48:49', '2017-01-18 06:48:49', '<p style="text-align: center; font-size: 24px;"><span style="color: #1f497d;">Terms of Business &amp; Credit Account Application for the Supply of Agency</span>\r\n<span style="color: #1f497d;"> Workers and or Intermediaries</span></p>\r\n<span style="text-decoration: underline;"><strong><span style="color: #1f497d; text-decoration: underline;">Parties</span></strong></span>\r\n\r\nZodeq2 Limited, a company incorporated in England and Wales with registered number 10369678 whose registered office is at 1st Floor, The Exchange, 1 St John Street, Cheshire, United Kingdom, CH1 1DA (‘’<strong>Employment Business</strong>’’); and\r\n\r\n<strong>(Client name)</strong>, a company incorporated in England and Wales with registered number <strong>(Client registration number)</strong>, whose registered office is at <strong>(Client address)</strong> (‘’<strong>the Client</strong>’’)\r\n\r\nFenix Recruitment Limited, whose office is at 20 Church Road, Hanham, Bristol, BS15 3AB (‘’<strong>the introducer</strong>’’)\r\n\r\n<span style="text-decoration: underline; color: #1f497d;"><strong>BACKGROUND</strong></span>\r\n<ol style="list-style-type: upper-alpha;">\r\n 	<li>The Client wishes to be provided with Temporary Workers and is a client of the Introducer.</li>\r\n 	<li>The Introducer and Zodeq2 Limited have an arrangement in place whereby Zodeq2 Limited provides Temporary Workers to the Introducers clients in certain circumstances. The Introducer is a Recruitment Agent and is responsible for sourcing and introducing the Temporary Workers.</li>\r\n 	<li>The Client wishes to source and Zodeq has agreed to provide Temporary Workers to the Client on the terms and conditions set out in these Terms.</li>\r\n</ol>\r\n<p style="text-align: center;"><span style="color: #1f497d;">TERMS OF BUSINESS WITH A HIRER FOR THE SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES</span></p>\r\n\r\n<ol>\r\n 	<li><span style="color: #1f497d;"><strong>DEFINITIONS AND INTERPRETATION</strong></span>\r\n<div>1.1 In these Terms the following definitions apply:</div>\r\n<table border="0">\r\n<tbody>\r\n<tr>\r\n<td valign="top"><strong>“Agency Worker”</strong></td>\r\n<td valign="top">means the individual who is Introduced by the Employment Business to provide services to the Hirer; and/or any officer, employee, worker, or representative of the Intermediary supplied to provide the Assignment.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Agency Workers Regulations”</strong></td>\r\n<td valign="top">means the Agency Workers Regulations 2010;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment”</strong></td>\r\n<td valign="top">means assignment or intermediary services to be performed by the Agency Worker and/or Intermediary for the Hirer for a period of time during which the Agency Worker and/or the Intermediary is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment Details Form”</strong></td>\r\n<td valign="top">means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“AWR Claim”</strong></td>\r\n<td valign="top">means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Calendar Week”</strong></td>\r\n<td valign="top">means any period of seven days starting with the same day as the first day of the First Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Charges”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Conduct Regulations”</strong></td>\r\n<td valign="top">means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Confidential Information”</strong></td>\r\n<td valign="top">means 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 Agency Worker, Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Control”</strong></td>\r\n<td valign="top">means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Data Protection Laws”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Employment Business”</strong></td>\r\n<td valign="top">Zodeq2 Limited. (Registered Company No.10369678) whose registered office is at 1<sup>st</sup> Floor, The Exchange, 1<sup>St</sup> John Street, CH1 1DA.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Engagement”</strong></td>\r\n<td valign="top">means the engagement, employment or use of the Agency Worker and/or the Intermediary''s services or the services of any Agency Worker and/or Intermediary by the Hirer or any third party to whom the Intermediary and/or any Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Intermediary is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer”</strong></td>\r\n<td valign="top">means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker and/or Intermediary is Introduced;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer''s Group”</strong></td>\r\n<td valign="top">means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Intermediary”</strong></td>\r\n<td valign="top">means the self employed person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Introduction”</strong></td>\r\n<td valign="top">means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Intermediary and/or Agency Worker; or (ii) the Hirer’s interview of an Intermediary and/or Agency Worker  (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply an Intermediary and/or Agency Worker; or (iii) the supply of the Agency Worker and/or Intermediary; and, in any case, which leads to an Engagement of the Intermediary and/or the Agency Worker; and “Introduces”, “Introduced” and "Introducing" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Losses”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Period of Extended Hire”</strong></td>\r\n<td valign="top">means any additional period that the Hirer wishes the Agency Worker and/or Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Period”</strong></td>\r\n<td valign="top">means (a) the period of 8 weeks commencing on the day after the <u>last</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the <u>first</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business  or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Terms and Conditions”</strong></td>\r\n<td valign="top">means terms and conditions relating to:\r\n<ol style="list-style-type: lower-alpha;">\r\n 	<li>pay;</li>\r\n 	<li>the duration of working time;</li>\r\n 	<li>night work;</li>\r\n 	<li>rest periods;</li>\r\n 	<li>rest breaks; and</li>\r\n 	<li>annual leave</li>\r\n</ol>\r\nthat are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Remuneration”</strong></td>\r\n<td valign="top">includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker and/or Intermediary for services provided to or on behalf of the Hirer or any third party. Where a company car is provided, a notional amount of £4,000 will be added to the salary in order to calculate the Employment Business'' fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Terms”</strong></td>\r\n<td valign="top">means these terms of business (including the attached schedules) together with any applicable Assignment Details Form and Credit application form;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Transfer Fee”</strong></td>\r\n<td valign="top">means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Vulnerable Person”</strong></td>\r\n<td valign="top">means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Working Time Regulations”</strong></td>\r\n<td valign="top">means the Working Time Regulations 1998.</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.\r\n\r\n1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.\r\n\r\n1.4 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>THE CONTRACT\r\n</strong></span></span>2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Intermediary’s and/or Agency Worker’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 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.\r\n\r\n2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.\r\n\r\n2.3.  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 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.\r\n\r\n2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when Introducing Intermediaries and/or Agency Workers for Assignments with the Hirer.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>HIRER OBLIGATIONS\r\n</strong></span></span>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:\r\n<div style="margin-left: 25px;">\r\n\r\n3.1.1.     the type of work that the Agency Worker and/or Intermediary would be required to do;\r\n\r\n3.1.2.     the location and hours of work;\r\n\r\n3.1.3.     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 and/or Intermediary to possess in order to work in the position;\r\n\r\n3.1.4.     any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;\r\n\r\n3.1.5.     the date the Hirer requires the Agency Worker and/or Intermediary to commence the Assignment;\r\n\r\n3.1.6.     the duration or likely duration of the Assignment.\r\n\r\n</div>\r\n3.2.         The Hirer 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 Hirer will not do anything to cause the Employment Business 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 the Employment Business 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.\r\n\r\n3.3.            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>AGENCY WORKER REGULATIONS\r\n</strong></span></span>4.1.   The Employment Business and the Hirer shall comply with their respective obligations under the Agency Workers Regulations 2010 (“AWR”) and each party shall provide all requested information to the other party in connection with the AWR. The Employment Business shall pass all information it receives from the Hirer relating to the AWR to any umbrella companies involved.4.2.   Whether or not an Agency Worker has rights as an Agency Worker (as defined under the AWR) will depend on each particular case. Agency Workers engaged under PAYE terms of engagement and Agency Workers supplied through an umbrella company are likely to be classified as Agency Workers under the AWR and will therefore attract obligations for both the Employment Business and the Hirer.4.3.   The Employment Business shall inform the Hirer if any Agency Worker has been assigned to the Hirer at any time during the 6 week period prior to the start date of any Assignment. In the event that any Agency Worker has been on Assignment for 8 continuous weeks, the Employment Business shall notify the Hirer in order that both parties can arrange to comply with their respective obligations under the AWR in respect of any such Agency Worker.\r\n\r\n4.4.      Each party shall indemnify the other party against any direct claim, direct loss, action, penalty, demand or any liability whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred arising as a result of any incorrect information provided to the other party.</li>\r\n 	<li><span style="color: #1f497d;"><strong>INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TIMESHEETS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CHARGES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PAYMENT OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TRANSFER FEES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>UNSUITABILITY OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TERMINATION OF THE ASSIGNMENT</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CONFIDENTIALITY AND DATA PROTECTION</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>INTELLECTUAL PROPERTY RIGHTS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>LIABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>BRIBERY ACT 2010</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>FORCE MAJEURE</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NOTICES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SEVERABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PUBLICITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>WAIVER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NO PARTNERSHIP</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>ACCRUED RIGHTS AND REMEDIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>RIGHTS OF THIRD PARTIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>GOVERNING LAW AND JURISDICTION</strong></span></li>\r\n</ol>', 'Terms and Conditions Contractor', '', 'inherit', 'closed', 'closed', '', '984-revision-v1', '', '', '2017-01-18 06:48:49', '2017-01-18 06:48:49', '', 984, 'http://54.83.130.196/wdo/WDO_release3/984-revision-v1/', 0, 'revision', '', 0),
(1079, 42, '2017-01-18 06:49:18', '2017-01-18 06:49:18', '<p style="text-align: center; font-size: 24px;"><span style="color: #1f497d;">Terms of Business &amp; Credit Account Application for the Supply of Agency</span>\r\n<span style="color: #1f497d;"> Workers and or Intermediaries</span></p>\r\n<span style="text-decoration: underline;"><strong><span style="color: #1f497d; text-decoration: underline;">Parties</span></strong></span>\r\n\r\nZodeq2 Limited, a company incorporated in England and Wales with registered number 10369678 whose registered office is at 1st Floor, The Exchange, 1 St John Street, Cheshire, United Kingdom, CH1 1DA (‘’<strong>Employment Business</strong>’’); and\r\n\r\n<strong>(Client name)</strong>, a company incorporated in England and Wales with registered number <strong>(Client registration number)</strong>, whose registered office is at <strong>(Client address)</strong> (‘’<strong>the Client</strong>’’)\r\n\r\nFenix Recruitment Limited, whose office is at 20 Church Road, Hanham, Bristol, BS15 3AB (‘’<strong>the introducer</strong>’’)\r\n\r\n<span style="text-decoration: underline; color: #1f497d;"><strong>BACKGROUND</strong></span>\r\n<ol style="list-style-type: upper-alpha;">\r\n 	<li>The Client wishes to be provided with Temporary Workers and is a client of the Introducer.</li>\r\n 	<li>The Introducer and Zodeq2 Limited have an arrangement in place whereby Zodeq2 Limited provides Temporary Workers to the Introducers clients in certain circumstances. The Introducer is a Recruitment Agent and is responsible for sourcing and introducing the Temporary Workers.</li>\r\n 	<li>The Client wishes to source and Zodeq has agreed to provide Temporary Workers to the Client on the terms and conditions set out in these Terms.</li>\r\n</ol>\r\n<p style="text-align: center;"><span style="color: #1f497d;">TERMS OF BUSINESS WITH A HIRER FOR THE SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES</span></p>\r\n\r\n<ol>\r\n 	<li><span style="color: #1f497d;"><strong>DEFINITIONS AND INTERPRETATION</strong></span>\r\n<div>1.1 In these Terms the following definitions apply:</div>\r\n<table border="0">\r\n<tbody>\r\n<tr>\r\n<td valign="top"><strong>“Agency Worker”</strong></td>\r\n<td valign="top">means the individual who is Introduced by the Employment Business to provide services to the Hirer; and/or any officer, employee, worker, or representative of the Intermediary supplied to provide the Assignment.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Agency Workers Regulations”</strong></td>\r\n<td valign="top">means the Agency Workers Regulations 2010;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment”</strong></td>\r\n<td valign="top">means assignment or intermediary services to be performed by the Agency Worker and/or Intermediary for the Hirer for a period of time during which the Agency Worker and/or the Intermediary is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment Details Form”</strong></td>\r\n<td valign="top">means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“AWR Claim”</strong></td>\r\n<td valign="top">means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Calendar Week”</strong></td>\r\n<td valign="top">means any period of seven days starting with the same day as the first day of the First Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Charges”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Conduct Regulations”</strong></td>\r\n<td valign="top">means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Confidential Information”</strong></td>\r\n<td valign="top">means 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 Agency Worker, Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Control”</strong></td>\r\n<td valign="top">means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Data Protection Laws”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Employment Business”</strong></td>\r\n<td valign="top">Zodeq2 Limited. (Registered Company No.10369678) whose registered office is at 1<sup>st</sup> Floor, The Exchange, 1<sup>St</sup> John Street, CH1 1DA.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Engagement”</strong></td>\r\n<td valign="top">means the engagement, employment or use of the Agency Worker and/or the Intermediary''s services or the services of any Agency Worker and/or Intermediary by the Hirer or any third party to whom the Intermediary and/or any Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Intermediary is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer”</strong></td>\r\n<td valign="top">means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker and/or Intermediary is Introduced;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer''s Group”</strong></td>\r\n<td valign="top">means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Intermediary”</strong></td>\r\n<td valign="top">means the self employed person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Introduction”</strong></td>\r\n<td valign="top">means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Intermediary and/or Agency Worker; or (ii) the Hirer’s interview of an Intermediary and/or Agency Worker  (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply an Intermediary and/or Agency Worker; or (iii) the supply of the Agency Worker and/or Intermediary; and, in any case, which leads to an Engagement of the Intermediary and/or the Agency Worker; and “Introduces”, “Introduced” and "Introducing" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Losses”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Period of Extended Hire”</strong></td>\r\n<td valign="top">means any additional period that the Hirer wishes the Agency Worker and/or Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Period”</strong></td>\r\n<td valign="top">means (a) the period of 8 weeks commencing on the day after the <u>last</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the <u>first</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business  or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Terms and Conditions”</strong></td>\r\n<td valign="top">means terms and conditions relating to:\r\n<ol style="list-style-type: lower-alpha;">\r\n 	<li>pay;</li>\r\n 	<li>the duration of working time;</li>\r\n 	<li>night work;</li>\r\n 	<li>rest periods;</li>\r\n 	<li>rest breaks; and</li>\r\n 	<li>annual leave</li>\r\n</ol>\r\nthat are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Remuneration”</strong></td>\r\n<td valign="top">includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker and/or Intermediary for services provided to or on behalf of the Hirer or any third party. Where a company car is provided, a notional amount of £4,000 will be added to the salary in order to calculate the Employment Business'' fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Terms”</strong></td>\r\n<td valign="top">means these terms of business (including the attached schedules) together with any applicable Assignment Details Form and Credit application form;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Transfer Fee”</strong></td>\r\n<td valign="top">means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Vulnerable Person”</strong></td>\r\n<td valign="top">means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Working Time Regulations”</strong></td>\r\n<td valign="top">means the Working Time Regulations 1998.</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.\r\n\r\n1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.\r\n\r\n1.4 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>THE CONTRACT\r\n</strong></span></span>2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Intermediary’s and/or Agency Worker’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 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.2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.\r\n\r\n2.3.  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 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.\r\n\r\n2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when Introducing Intermediaries and/or Agency Workers for Assignments with the Hirer.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>HIRER OBLIGATIONS\r\n</strong></span></span>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:\r\n<div style="margin-left: 25px;">\r\n\r\n3.1.1.     the type of work that the Agency Worker and/or Intermediary would be required to do;\r\n\r\n3.1.2.     the location and hours of work;\r\n\r\n3.1.3.     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 and/or Intermediary to possess in order to work in the position;\r\n\r\n3.1.4.     any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;\r\n\r\n3.1.5.     the date the Hirer requires the Agency Worker and/or Intermediary to commence the Assignment;\r\n\r\n3.1.6.     the duration or likely duration of the Assignment.\r\n\r\n</div>\r\n3.2.         The Hirer 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 Hirer will not do anything to cause the Employment Business 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 the Employment Business 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.\r\n\r\n3.3.            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>AGENCY WORKER REGULATIONS\r\n</strong></span></span>4.1.   The Employment Business and the Hirer shall comply with their respective obligations under the Agency Workers Regulations 2010 (“AWR”) and each party shall provide all requested information to the other party in connection with the AWR. The Employment Business shall pass all information it receives from the Hirer relating to the AWR to any umbrella companies involved.\r\n\r\n4.2.   Whether or not an Agency Worker has rights as an Agency Worker (as defined under the AWR) will depend on each particular case. Agency Workers engaged under PAYE terms of engagement and Agency Workers supplied through an umbrella company are likely to be classified as Agency Workers under the AWR and will therefore attract obligations for both the Employment Business and the Hirer.\r\n\r\n4.3.   The Employment Business shall inform the Hirer if any Agency Worker has been assigned to the Hirer at any time during the 6 week period prior to the start date of any Assignment. In the event that any Agency Worker has been on Assignment for 8 continuous weeks, the Employment Business shall notify the Hirer in order that both parties can arrange to comply with their respective obligations under the AWR in respect of any such Agency Worker.4.4.      Each party shall indemnify the other party against any direct claim, direct loss, action, penalty, demand or any liability whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred arising as a result of any incorrect information provided to the other party.</li>\r\n 	<li><span style="color: #1f497d;"><strong>INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TIMESHEETS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CHARGES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PAYMENT OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TRANSFER FEES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>UNSUITABILITY OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TERMINATION OF THE ASSIGNMENT</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CONFIDENTIALITY AND DATA PROTECTION</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>INTELLECTUAL PROPERTY RIGHTS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>LIABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>BRIBERY ACT 2010</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>FORCE MAJEURE</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NOTICES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SEVERABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PUBLICITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>WAIVER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NO PARTNERSHIP</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>ACCRUED RIGHTS AND REMEDIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>RIGHTS OF THIRD PARTIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>GOVERNING LAW AND JURISDICTION</strong></span></li>\r\n</ol>', 'Terms and Conditions Contractor', '', 'inherit', 'closed', 'closed', '', '984-revision-v1', '', '', '2017-01-18 06:49:18', '2017-01-18 06:49:18', '', 984, 'http://54.83.130.196/wdo/WDO_release3/984-revision-v1/', 0, 'revision', '', 0);
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(1080, 42, '2017-01-18 06:52:00', '2017-01-18 06:52:00', '<p style="text-align: center; font-size: 24px;"><span style="color: #1f497d;">Terms of Business &amp; Credit Account Application for the Supply of Agency</span>\r\n<span style="color: #1f497d;"> Workers and or Intermediaries</span></p>\r\n<span style="text-decoration: underline;"><strong><span style="color: #1f497d; text-decoration: underline;">Parties</span></strong></span>\r\n\r\nZodeq2 Limited, a company incorporated in England and Wales with registered number 10369678 whose registered office is at 1st Floor, The Exchange, 1 St John Street, Cheshire, United Kingdom, CH1 1DA (‘’<strong>Employment Business</strong>’’); and\r\n\r\n<strong>(Client name)</strong>, a company incorporated in England and Wales with registered number <strong>(Client registration number)</strong>, whose registered office is at <strong>(Client address)</strong> (‘’<strong>the Client</strong>’’)\r\n\r\nFenix Recruitment Limited, whose office is at 20 Church Road, Hanham, Bristol, BS15 3AB (‘’<strong>the introducer</strong>’’)\r\n\r\n<span style="text-decoration: underline; color: #1f497d;"><strong>BACKGROUND</strong></span>\r\n<ol style="list-style-type: upper-alpha;">\r\n 	<li>The Client wishes to be provided with Temporary Workers and is a client of the Introducer.</li>\r\n 	<li>The Introducer and Zodeq2 Limited have an arrangement in place whereby Zodeq2 Limited provides Temporary Workers to the Introducers clients in certain circumstances. The Introducer is a Recruitment Agent and is responsible for sourcing and introducing the Temporary Workers.</li>\r\n 	<li>The Client wishes to source and Zodeq has agreed to provide Temporary Workers to the Client on the terms and conditions set out in these Terms.</li>\r\n</ol>\r\n<p style="text-align: center;"><span style="color: #1f497d;">TERMS OF BUSINESS WITH A HIRER FOR THE SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES</span></p>\r\n\r\n<ol>\r\n 	<li><span style="color: #1f497d;"><strong>DEFINITIONS AND INTERPRETATION</strong></span>\r\n<div>1.1 In these Terms the following definitions apply:</div>\r\n<table border="0">\r\n<tbody>\r\n<tr>\r\n<td valign="top"><strong>“Agency Worker”</strong></td>\r\n<td valign="top">means the individual who is Introduced by the Employment Business to provide services to the Hirer; and/or any officer, employee, worker, or representative of the Intermediary supplied to provide the Assignment.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Agency Workers Regulations”</strong></td>\r\n<td valign="top">means the Agency Workers Regulations 2010;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment”</strong></td>\r\n<td valign="top">means assignment or intermediary services to be performed by the Agency Worker and/or Intermediary for the Hirer for a period of time during which the Agency Worker and/or the Intermediary is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment Details Form”</strong></td>\r\n<td valign="top">means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“AWR Claim”</strong></td>\r\n<td valign="top">means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Calendar Week”</strong></td>\r\n<td valign="top">means any period of seven days starting with the same day as the first day of the First Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Charges”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Conduct Regulations”</strong></td>\r\n<td valign="top">means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Confidential Information”</strong></td>\r\n<td valign="top">means 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 Agency Worker, Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Control”</strong></td>\r\n<td valign="top">means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Data Protection Laws”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Employment Business”</strong></td>\r\n<td valign="top">Zodeq2 Limited. (Registered Company No.10369678) whose registered office is at 1<sup>st</sup> Floor, The Exchange, 1<sup>St</sup> John Street, CH1 1DA.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Engagement”</strong></td>\r\n<td valign="top">means the engagement, employment or use of the Agency Worker and/or the Intermediary''s services or the services of any Agency Worker and/or Intermediary by the Hirer or any third party to whom the Intermediary and/or any Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Intermediary is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer”</strong></td>\r\n<td valign="top">means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker and/or Intermediary is Introduced;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer''s Group”</strong></td>\r\n<td valign="top">means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Intermediary”</strong></td>\r\n<td valign="top">means the self employed person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Introduction”</strong></td>\r\n<td valign="top">means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Intermediary and/or Agency Worker; or (ii) the Hirer’s interview of an Intermediary and/or Agency Worker  (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply an Intermediary and/or Agency Worker; or (iii) the supply of the Agency Worker and/or Intermediary; and, in any case, which leads to an Engagement of the Intermediary and/or the Agency Worker; and “Introduces”, “Introduced” and "Introducing" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Losses”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Period of Extended Hire”</strong></td>\r\n<td valign="top">means any additional period that the Hirer wishes the Agency Worker and/or Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Period”</strong></td>\r\n<td valign="top">means (a) the period of 8 weeks commencing on the day after the <u>last</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the <u>first</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business  or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Terms and Conditions”</strong></td>\r\n<td valign="top">means terms and conditions relating to:\r\n<ol style="list-style-type: lower-alpha;">\r\n 	<li>pay;</li>\r\n 	<li>the duration of working time;</li>\r\n 	<li>night work;</li>\r\n 	<li>rest periods;</li>\r\n 	<li>rest breaks; and</li>\r\n 	<li>annual leave</li>\r\n</ol>\r\nthat are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Remuneration”</strong></td>\r\n<td valign="top">includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker and/or Intermediary for services provided to or on behalf of the Hirer or any third party. Where a company car is provided, a notional amount of £4,000 will be added to the salary in order to calculate the Employment Business'' fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Terms”</strong></td>\r\n<td valign="top">means these terms of business (including the attached schedules) together with any applicable Assignment Details Form and Credit application form;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Transfer Fee”</strong></td>\r\n<td valign="top">means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Vulnerable Person”</strong></td>\r\n<td valign="top">means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Working Time Regulations”</strong></td>\r\n<td valign="top">means the Working Time Regulations 1998.</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.\r\n\r\n1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.\r\n\r\n1.4 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>THE CONTRACT\r\n</strong></span></span>2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Intermediary’s and/or Agency Worker’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 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.2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.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 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 Intermediaries and/or Agency Workers for Assignments with the Hirer.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>HIRER OBLIGATIONS\r\n</strong></span></span>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:\r\n<div style="margin-left: 25px;">\r\n\r\n3.1.1.     the type of work that the Agency Worker and/or Intermediary would be required to do;\r\n\r\n3.1.2.     the location and hours of work;\r\n\r\n3.1.3.     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 and/or Intermediary to possess in order to work in the position;\r\n\r\n3.1.4.     any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;\r\n\r\n3.1.5.     the date the Hirer requires the Agency Worker and/or Intermediary to commence the Assignment;\r\n\r\n3.1.6.     the duration or likely duration of the Assignment.\r\n\r\n</div>\r\n3.2.         The Hirer 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 Hirer will not do anything to cause the Employment Business 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 the Employment Business 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.\r\n\r\n3.3.            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>AGENCY WORKER REGULATIONS\r\n</strong></span></span>4.1.   The Employment Business and the Hirer shall comply with their respective obligations under the Agency Workers Regulations 2010 (“AWR”) and each party shall provide all requested information to the other party in connection with the AWR. The Employment Business shall pass all information it receives from the Hirer relating to the AWR to any umbrella companies involved.4.2.   Whether or not an Agency Worker has rights as an Agency Worker (as defined under the AWR) will depend on each particular case. Agency Workers engaged under PAYE terms of engagement and Agency Workers supplied through an umbrella company are likely to be classified as Agency Workers under the AWR and will therefore attract obligations for both the Employment Business and the Hirer.4.3.   The Employment Business shall inform the Hirer if any Agency Worker has been assigned to the Hirer at any time during the 6 week period prior to the start date of any Assignment. In the event that any Agency Worker has been on Assignment for 8 continuous weeks, the Employment Business shall notify the Hirer in order that both parties can arrange to comply with their respective obligations under the AWR in respect of any such Agency Worker.4.4.      Each party shall indemnify the other party against any direct claim, direct loss, action, penalty, demand or any liability whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred arising as a result of any incorrect information provided to the other party.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER\r\n</strong></span></span>5.1.  When Introducing an Agency Worker and/or Intermediary to the Hirer the Employment Business shall inform the Hirer:\r\n<div style="margin-left: 25px;">\r\n5.1.1.     of the identity of the Agency Worker and/or Intermediary;\r\n\r\n5.1.2.     that the Agency Worker and/or Intermediary has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment;\r\n\r\n5.1.3.     that the Agency Worker and/or Intermediary is willing to work in the Assignment;\r\n\r\n5.1.4.     where applicable details of the Intermediary Services to be provided; and\r\n\r\n5.1.5.     the Charges.</div>\r\n5.2            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.\r\n\r\n<span style="color: #1f497d;"><strong>\r\n</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TIMESHEETS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CHARGES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PAYMENT OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TRANSFER FEES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>UNSUITABILITY OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TERMINATION OF THE ASSIGNMENT</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CONFIDENTIALITY AND DATA PROTECTION</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>INTELLECTUAL PROPERTY RIGHTS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>LIABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>BRIBERY ACT 2010</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>FORCE MAJEURE</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NOTICES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SEVERABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PUBLICITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>WAIVER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NO PARTNERSHIP</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>ACCRUED RIGHTS AND REMEDIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>RIGHTS OF THIRD PARTIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>GOVERNING LAW AND JURISDICTION</strong></span></li>\r\n</ol>', 'Terms and Conditions Contractor', '', 'inherit', 'closed', 'closed', '', '984-revision-v1', '', '', '2017-01-18 06:52:00', '2017-01-18 06:52:00', '', 984, 'http://54.83.130.196/wdo/WDO_release3/984-revision-v1/', 0, 'revision', '', 0),
(1081, 42, '2017-01-18 06:53:15', '2017-01-18 06:53:15', '<p style="text-align: center; font-size: 24px;"><span style="color: #1f497d;">Terms of Business &amp; Credit Account Application for the Supply of Agency</span>\r\n<span style="color: #1f497d;"> Workers and or Intermediaries</span></p>\r\n<span style="text-decoration: underline;"><strong><span style="color: #1f497d; text-decoration: underline;">Parties</span></strong></span>\r\n\r\nZodeq2 Limited, a company incorporated in England and Wales with registered number 10369678 whose registered office is at 1st Floor, The Exchange, 1 St John Street, Cheshire, United Kingdom, CH1 1DA (‘’<strong>Employment Business</strong>’’); and\r\n\r\n<strong>(Client name)</strong>, a company incorporated in England and Wales with registered number <strong>(Client registration number)</strong>, whose registered office is at <strong>(Client address)</strong> (‘’<strong>the Client</strong>’’)\r\n\r\nFenix Recruitment Limited, whose office is at 20 Church Road, Hanham, Bristol, BS15 3AB (‘’<strong>the introducer</strong>’’)\r\n\r\n<span style="text-decoration: underline; color: #1f497d;"><strong>BACKGROUND</strong></span>\r\n<ol style="list-style-type: upper-alpha;">\r\n 	<li>The Client wishes to be provided with Temporary Workers and is a client of the Introducer.</li>\r\n 	<li>The Introducer and Zodeq2 Limited have an arrangement in place whereby Zodeq2 Limited provides Temporary Workers to the Introducers clients in certain circumstances. The Introducer is a Recruitment Agent and is responsible for sourcing and introducing the Temporary Workers.</li>\r\n 	<li>The Client wishes to source and Zodeq has agreed to provide Temporary Workers to the Client on the terms and conditions set out in these Terms.</li>\r\n</ol>\r\n<p style="text-align: center;"><span style="color: #1f497d;">TERMS OF BUSINESS WITH A HIRER FOR THE SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES</span></p>\r\n\r\n<ol>\r\n 	<li><span style="color: #1f497d;"><strong>DEFINITIONS AND INTERPRETATION</strong></span>\r\n<div>1.1 In these Terms the following definitions apply:</div>\r\n<table border="0">\r\n<tbody>\r\n<tr>\r\n<td valign="top"><strong>“Agency Worker”</strong></td>\r\n<td valign="top">means the individual who is Introduced by the Employment Business to provide services to the Hirer; and/or any officer, employee, worker, or representative of the Intermediary supplied to provide the Assignment.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Agency Workers Regulations”</strong></td>\r\n<td valign="top">means the Agency Workers Regulations 2010;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment”</strong></td>\r\n<td valign="top">means assignment or intermediary services to be performed by the Agency Worker and/or Intermediary for the Hirer for a period of time during which the Agency Worker and/or the Intermediary is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment Details Form”</strong></td>\r\n<td valign="top">means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“AWR Claim”</strong></td>\r\n<td valign="top">means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Calendar Week”</strong></td>\r\n<td valign="top">means any period of seven days starting with the same day as the first day of the First Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Charges”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Conduct Regulations”</strong></td>\r\n<td valign="top">means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Confidential Information”</strong></td>\r\n<td valign="top">means 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 Agency Worker, Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Control”</strong></td>\r\n<td valign="top">means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Data Protection Laws”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Employment Business”</strong></td>\r\n<td valign="top">Zodeq2 Limited. (Registered Company No.10369678) whose registered office is at 1<sup>st</sup> Floor, The Exchange, 1<sup>St</sup> John Street, CH1 1DA.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Engagement”</strong></td>\r\n<td valign="top">means the engagement, employment or use of the Agency Worker and/or the Intermediary''s services or the services of any Agency Worker and/or Intermediary by the Hirer or any third party to whom the Intermediary and/or any Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Intermediary is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer”</strong></td>\r\n<td valign="top">means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker and/or Intermediary is Introduced;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer''s Group”</strong></td>\r\n<td valign="top">means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Intermediary”</strong></td>\r\n<td valign="top">means the self employed person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Introduction”</strong></td>\r\n<td valign="top">means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Intermediary and/or Agency Worker; or (ii) the Hirer’s interview of an Intermediary and/or Agency Worker  (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply an Intermediary and/or Agency Worker; or (iii) the supply of the Agency Worker and/or Intermediary; and, in any case, which leads to an Engagement of the Intermediary and/or the Agency Worker; and “Introduces”, “Introduced” and "Introducing" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Losses”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Period of Extended Hire”</strong></td>\r\n<td valign="top">means any additional period that the Hirer wishes the Agency Worker and/or Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Period”</strong></td>\r\n<td valign="top">means (a) the period of 8 weeks commencing on the day after the <u>last</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the <u>first</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business  or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Terms and Conditions”</strong></td>\r\n<td valign="top">means terms and conditions relating to:\r\n<ol style="list-style-type: lower-alpha;">\r\n 	<li>pay;</li>\r\n 	<li>the duration of working time;</li>\r\n 	<li>night work;</li>\r\n 	<li>rest periods;</li>\r\n 	<li>rest breaks; and</li>\r\n 	<li>annual leave</li>\r\n</ol>\r\nthat are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Remuneration”</strong></td>\r\n<td valign="top">includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker and/or Intermediary for services provided to or on behalf of the Hirer or any third party. Where a company car is provided, a notional amount of £4,000 will be added to the salary in order to calculate the Employment Business'' fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Terms”</strong></td>\r\n<td valign="top">means these terms of business (including the attached schedules) together with any applicable Assignment Details Form and Credit application form;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Transfer Fee”</strong></td>\r\n<td valign="top">means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Vulnerable Person”</strong></td>\r\n<td valign="top">means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Working Time Regulations”</strong></td>\r\n<td valign="top">means the Working Time Regulations 1998.</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.\r\n\r\n1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.\r\n\r\n1.4 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>THE CONTRACT\r\n</strong></span></span>2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Intermediary’s and/or Agency Worker’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 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.\r\n\r\n2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.\r\n\r\n2.3.  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 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.\r\n\r\n2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when Introducing Intermediaries and/or Agency Workers for Assignments with the Hirer.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>HIRER OBLIGATIONS\r\n</strong></span></span>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:\r\n<div style="margin-left: 25px;">\r\n\r\n3.1.1.     the type of work that the Agency Worker and/or Intermediary would be required to do;\r\n\r\n3.1.2.     the location and hours of work;\r\n\r\n3.1.3.     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 and/or Intermediary to possess in order to work in the position;\r\n\r\n3.1.4.     any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;\r\n\r\n3.1.5.     the date the Hirer requires the Agency Worker and/or Intermediary to commence the Assignment;\r\n\r\n3.1.6.     the duration or likely duration of the Assignment.\r\n\r\n</div>\r\n3.2.         The Hirer 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 Hirer will not do anything to cause the Employment Business 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 the Employment Business 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.\r\n\r\n3.3.            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>AGENCY WORKER REGULATIONS\r\n</strong></span></span>4.1.   The Employment Business and the Hirer shall comply with their respective obligations under the Agency Workers Regulations 2010 (“AWR”) and each party shall provide all requested information to the other party in connection with the AWR. The Employment Business shall pass all information it receives from the Hirer relating to the AWR to any umbrella companies involved.\r\n\r\n4.2.   Whether or not an Agency Worker has rights as an Agency Worker (as defined under the AWR) will depend on each particular case. Agency Workers engaged under PAYE terms of engagement and Agency Workers supplied through an umbrella company are likely to be classified as Agency Workers under the AWR and will therefore attract obligations for both the Employment Business and the Hirer.\r\n\r\n4.3.   The Employment Business shall inform the Hirer if any Agency Worker has been assigned to the Hirer at any time during the 6 week period prior to the start date of any Assignment. In the event that any Agency Worker has been on Assignment for 8 continuous weeks, the Employment Business shall notify the Hirer in order that both parties can arrange to comply with their respective obligations under the AWR in respect of any such Agency Worker.\r\n\r\n4.4.      Each party shall indemnify the other party against any direct claim, direct loss, action, penalty, demand or any liability whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred arising as a result of any incorrect information provided to the other party.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER\r\n</strong></span></span>5.1.  When Introducing an Agency Worker and/or Intermediary to the Hirer the Employment Business shall inform the Hirer:\r\n<div style="margin-left: 25px;">5.1.1.     of the identity of the Agency Worker and/or Intermediary;5.1.2.     that the Agency Worker and/or Intermediary has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment;\r\n\r\n5.1.3.     that the Agency Worker and/or Intermediary is willing to work in the Assignment;\r\n\r\n5.1.4.     where applicable details of the Intermediary Services to be provided; and\r\n\r\n5.1.5.     the Charges.\r\n\r\n</div>\r\n5.2            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.</li>\r\n 	<li><span style="color: #1f497d;"><strong>TIMESHEETS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CHARGES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PAYMENT OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TRANSFER FEES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>UNSUITABILITY OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TERMINATION OF THE ASSIGNMENT</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CONFIDENTIALITY AND DATA PROTECTION</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>INTELLECTUAL PROPERTY RIGHTS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>LIABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>BRIBERY ACT 2010</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>FORCE MAJEURE</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NOTICES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SEVERABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PUBLICITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>WAIVER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NO PARTNERSHIP</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>ACCRUED RIGHTS AND REMEDIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>RIGHTS OF THIRD PARTIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>GOVERNING LAW AND JURISDICTION</strong></span></li>\r\n</ol>', 'Terms and Conditions Contractor', '', 'inherit', 'closed', 'closed', '', '984-revision-v1', '', '', '2017-01-18 06:53:15', '2017-01-18 06:53:15', '', 984, 'http://54.83.130.196/wdo/WDO_release3/984-revision-v1/', 0, 'revision', '', 0);
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(1083, 42, '2017-01-18 06:58:15', '2017-01-18 06:58:15', '<p style="text-align: center; font-size: 24px;"><span style="color: #1f497d;">Terms of Business &amp; Credit Account Application for the Supply of Agency</span>\r\n<span style="color: #1f497d;"> Workers and or Intermediaries</span></p>\r\n<span style="text-decoration: underline;"><strong><span style="color: #1f497d; text-decoration: underline;">Parties</span></strong></span>\r\n\r\nZodeq2 Limited, a company incorporated in England and Wales with registered number 10369678 whose registered office is at 1st Floor, The Exchange, 1 St John Street, Cheshire, United Kingdom, CH1 1DA (‘’<strong>Employment Business</strong>’’); and\r\n\r\n<strong>(Client name)</strong>, a company incorporated in England and Wales with registered number <strong>(Client registration number)</strong>, whose registered office is at <strong>(Client address)</strong> (‘’<strong>the Client</strong>’’)\r\n\r\nFenix Recruitment Limited, whose office is at 20 Church Road, Hanham, Bristol, BS15 3AB (‘’<strong>the introducer</strong>’’)\r\n\r\n<span style="text-decoration: underline; color: #1f497d;"><strong>BACKGROUND</strong></span>\r\n<ol style="list-style-type: upper-alpha;">\r\n 	<li>The Client wishes to be provided with Temporary Workers and is a client of the Introducer.</li>\r\n 	<li>The Introducer and Zodeq2 Limited have an arrangement in place whereby Zodeq2 Limited provides Temporary Workers to the Introducers clients in certain circumstances. The Introducer is a Recruitment Agent and is responsible for sourcing and introducing the Temporary Workers.</li>\r\n 	<li>The Client wishes to source and Zodeq has agreed to provide Temporary Workers to the Client on the terms and conditions set out in these Terms.</li>\r\n</ol>\r\n<p style="text-align: center;"><span style="color: #1f497d;">TERMS OF BUSINESS WITH A HIRER FOR THE SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES</span></p>\r\n\r\n<ol>\r\n 	<li><span style="color: #1f497d;"><strong>DEFINITIONS AND INTERPRETATION</strong></span>\r\n<div>1.1 In these Terms the following definitions apply:</div>\r\n<table border="0">\r\n<tbody>\r\n<tr>\r\n<td valign="top"><strong>“Agency Worker”</strong></td>\r\n<td valign="top">means the individual who is Introduced by the Employment Business to provide services to the Hirer; and/or any officer, employee, worker, or representative of the Intermediary supplied to provide the Assignment.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Agency Workers Regulations”</strong></td>\r\n<td valign="top">means the Agency Workers Regulations 2010;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment”</strong></td>\r\n<td valign="top">means assignment or intermediary services to be performed by the Agency Worker and/or Intermediary for the Hirer for a period of time during which the Agency Worker and/or the Intermediary is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment Details Form”</strong></td>\r\n<td valign="top">means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“AWR Claim”</strong></td>\r\n<td valign="top">means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Calendar Week”</strong></td>\r\n<td valign="top">means any period of seven days starting with the same day as the first day of the First Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Charges”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Conduct Regulations”</strong></td>\r\n<td valign="top">means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Confidential Information”</strong></td>\r\n<td valign="top">means 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 Agency Worker, Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Control”</strong></td>\r\n<td valign="top">means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Data Protection Laws”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Employment Business”</strong></td>\r\n<td valign="top">Zodeq2 Limited. (Registered Company No.10369678) whose registered office is at 1<sup>st</sup> Floor, The Exchange, 1<sup>St</sup> John Street, CH1 1DA.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Engagement”</strong></td>\r\n<td valign="top">means the engagement, employment or use of the Agency Worker and/or the Intermediary''s services or the services of any Agency Worker and/or Intermediary by the Hirer or any third party to whom the Intermediary and/or any Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Intermediary is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer”</strong></td>\r\n<td valign="top">means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker and/or Intermediary is Introduced;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer''s Group”</strong></td>\r\n<td valign="top">means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Intermediary”</strong></td>\r\n<td valign="top">means the self employed person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Introduction”</strong></td>\r\n<td valign="top">means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Intermediary and/or Agency Worker; or (ii) the Hirer’s interview of an Intermediary and/or Agency Worker  (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply an Intermediary and/or Agency Worker; or (iii) the supply of the Agency Worker and/or Intermediary; and, in any case, which leads to an Engagement of the Intermediary and/or the Agency Worker; and “Introduces”, “Introduced” and "Introducing" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Losses”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Period of Extended Hire”</strong></td>\r\n<td valign="top">means any additional period that the Hirer wishes the Agency Worker and/or Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Period”</strong></td>\r\n<td valign="top">means (a) the period of 8 weeks commencing on the day after the <u>last</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the <u>first</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business  or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Terms and Conditions”</strong></td>\r\n<td valign="top">means terms and conditions relating to:\r\n<ol style="list-style-type: lower-alpha;">\r\n 	<li>pay;</li>\r\n 	<li>the duration of working time;</li>\r\n 	<li>night work;</li>\r\n 	<li>rest periods;</li>\r\n 	<li>rest breaks; and</li>\r\n 	<li>annual leave</li>\r\n</ol>\r\nthat are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Remuneration”</strong></td>\r\n<td valign="top">includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker and/or Intermediary for services provided to or on behalf of the Hirer or any third party. Where a company car is provided, a notional amount of £4,000 will be added to the salary in order to calculate the Employment Business'' fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Terms”</strong></td>\r\n<td valign="top">means these terms of business (including the attached schedules) together with any applicable Assignment Details Form and Credit application form;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Transfer Fee”</strong></td>\r\n<td valign="top">means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Vulnerable Person”</strong></td>\r\n<td valign="top">means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Working Time Regulations”</strong></td>\r\n<td valign="top">means the Working Time Regulations 1998.</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.\r\n\r\n1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.\r\n\r\n1.4 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>THE CONTRACT\r\n</strong></span></span>2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Intermediary’s and/or Agency Worker’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 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.2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.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 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.\r\n\r\n2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when Introducing Intermediaries and/or Agency Workers for Assignments with the Hirer.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>HIRER OBLIGATIONS\r\n</strong></span></span>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:\r\n<div style="margin-left: 25px;">\r\n\r\n3.1.1.     the type of work that the Agency Worker and/or Intermediary would be required to do;\r\n\r\n3.1.2.     the location and hours of work;\r\n\r\n3.1.3.     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 and/or Intermediary to possess in order to work in the position;\r\n\r\n3.1.4.     any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;\r\n\r\n3.1.5.     the date the Hirer requires the Agency Worker and/or Intermediary to commence the Assignment;\r\n\r\n3.1.6.     the duration or likely duration of the Assignment.\r\n\r\n</div>\r\n3.2.         The Hirer 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 Hirer will not do anything to cause the Employment Business 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 the Employment Business 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.\r\n\r\n3.3.            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>AGENCY WORKER REGULATIONS\r\n</strong></span></span>4.1.   The Employment Business and the Hirer shall comply with their respective obligations under the Agency Workers Regulations 2010 (“AWR”) and each party shall provide all requested information to the other party in connection with the AWR. The Employment Business shall pass all information it receives from the Hirer relating to the AWR to any umbrella companies involved.\r\n\r\n4.2.   Whether or not an Agency Worker has rights as an Agency Worker (as defined under the AWR) will depend on each particular case. Agency Workers engaged under PAYE terms of engagement and Agency Workers supplied through an umbrella company are likely to be classified as Agency Workers under the AWR and will therefore attract obligations for both the Employment Business and the Hirer.4.3.   The Employment Business shall inform the Hirer if any Agency Worker has been assigned to the Hirer at any time during the 6 week period prior to the start date of any Assignment. In the event that any Agency Worker has been on Assignment for 8 continuous weeks, the Employment Business shall notify the Hirer in order that both parties can arrange to comply with their respective obligations under the AWR in respect of any such Agency Worker.\r\n\r\n4.4.      Each party shall indemnify the other party against any direct claim, direct loss, action, penalty, demand or any liability whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred arising as a result of any incorrect information provided to the other party.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER\r\n</strong></span></span>5.1.  When Introducing an Agency Worker and/or Intermediary to the Hirer the Employment Business shall inform the Hirer:\r\n<div style="margin-left: 25px;">\r\n\r\n5.1.1.     of the identity of the Agency Worker and/or Intermediary;5.1.2.     that the Agency Worker and/or Intermediary has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment;\r\n\r\n5.1.3.     that the Agency Worker and/or Intermediary is willing to work in the Assignment;\r\n\r\n5.1.4.     where applicable details of the Intermediary Services to be provided; and\r\n\r\n5.1.5.     the Charges.\r\n\r\n</div>\r\n5.2            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>TIMESHEETS\r\n</strong></span></span>6.1.         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 the Employment Business'' timesheet verifying the number of hours worked by the Agency Worker and/or Intermediary during that week.6.2.         Signature of the timesheet/approval of an e-timesheets 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 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 Intermediary and/or 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.\r\n\r\n6.3. 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>CHARGES\r\n</strong></span></span>7.1.  The Hirer agrees to pay the Charges as notified to and agreed with the Hirer. The Charges for Agency Workers and/or Intermediaries are calculated according to the number of hours worked by the Agency Worker and/or Intermediary (to the nearest quarter hour) and comprise where applicable the following:7.1.1.     the Agency Worker’s and/or Intermediary’s hourly rate of pay;\r\n\r\n7.1.2.     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;\r\n\r\n7.1.3.     any other amounts to which the Agency Worker is entitled under the Agency Workers Regulations, where applicable;\r\n\r\n7.1.4.     employer’s National Insurance contributions;\r\n\r\n7.1.5.     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\r\n\r\n7.1.6.     the Employment Business'' commission, which is calculated as a percentage of the Agency Worker’s and/or Intermediary’s hourly rate.\r\n\r\n7.2.         The Employment Business reserves the right to vary the Charges agreed with the Hirer, by giving written notice to the Hirer:\r\n\r\n7.2.1.     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, National Minimum Wage, National Living Wage; and/or\r\n\r\n7.2.2.     On an annual basis (1st October) the Employment Business reserves the right to review the Hourly Charge Rates applied to the supply of Agency Workers and/or Intermediaries, 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 and/or Intermediary supplied by the Employment Business to the Hirer; and/or\r\n\r\n7.2.3.     if there is any variation in the Relevant Terms and Conditions.\r\n\r\n&nbsp;\r\n\r\n7.3.         The Charges are invoiced to the Hirer on a weekly basis and are payable within 14 days of the date of invoice.\r\n\r\n7.4.          A credit limit will be set by the Employment Business to facilitate the credit terms for the Charges agreed. Should the amount due by the Hirer to the Employment Business exceed the credit limit the Employment Business 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 7.3.\r\n\r\n7.5.         In addition to the Charges, the Hirer will pay the Employment Business an amount equal to any bonus that the Hirer awards to the Agency Worker in accordance with clause 4 immediately following any such award and the Employment Business 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 the Employment Business'' 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.\r\n\r\n7.6.          VAT is payable at the applicable rate on the entirety of the Charges and all sums payable under clause 7.3.\r\n\r\n7.7.         The Employment Business reserves the right to charge interest on any overdue amount at the rate of 8% per annum above the base rate from time to time 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 the Employment Business of the reason(s) for such disagreement or request such further information within 7 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 14 days from date of invoice.\r\n\r\n7.8.         In the event that the Hirer’s account falls into default of the agreed payment terms and/or credit limit the Employment Business reserves the right to demand payment of the whole balance outstanding on the account.\r\n\r\n7.9.          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 Business will be allocated first against the debt collection fee, interest costs, late payment charges and legal fees where applicable before being allocated against the principal debt. Debt collection charges are subject to change from time to time. Up to date debt collection charges can be obtained from the Employment Business on application.\r\n\r\n7.10.       No refunds are payable in respect of the Charges of the Employment Business.\r\n\r\n7.11. 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 6.7.</li>\r\n 	<li><span style="color: #1f497d;"><strong>PAYMENT OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TRANSFER FEES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>UNSUITABILITY OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TERMINATION OF THE ASSIGNMENT</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CONFIDENTIALITY AND DATA PROTECTION</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>INTELLECTUAL PROPERTY RIGHTS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>LIABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>BRIBERY ACT 2010</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>FORCE MAJEURE</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NOTICES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SEVERABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PUBLICITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>WAIVER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NO PARTNERSHIP</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>ACCRUED RIGHTS AND REMEDIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>RIGHTS OF THIRD PARTIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>GOVERNING LAW AND JURISDICTION</strong></span></li>\r\n</ol>', 'Terms and Conditions Contractor', '', 'inherit', 'closed', 'closed', '', '984-revision-v1', '', '', '2017-01-18 06:58:15', '2017-01-18 06:58:15', '', 984, 'http://54.83.130.196/wdo/WDO_release3/984-revision-v1/', 0, 'revision', '', 0);
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(1082, 42, '2017-01-18 06:57:41', '2017-01-18 06:57:41', '<p style="text-align: center; font-size: 24px;"><span style="color: #1f497d;">Terms of Business &amp; Credit Account Application for the Supply of Agency</span>\r\n<span style="color: #1f497d;"> Workers and or Intermediaries</span></p>\r\n<span style="text-decoration: underline;"><strong><span style="color: #1f497d; text-decoration: underline;">Parties</span></strong></span>\r\n\r\nZodeq2 Limited, a company incorporated in England and Wales with registered number 10369678 whose registered office is at 1st Floor, The Exchange, 1 St John Street, Cheshire, United Kingdom, CH1 1DA (‘’<strong>Employment Business</strong>’’); and\r\n\r\n<strong>(Client name)</strong>, a company incorporated in England and Wales with registered number <strong>(Client registration number)</strong>, whose registered office is at <strong>(Client address)</strong> (‘’<strong>the Client</strong>’’)\r\n\r\nFenix Recruitment Limited, whose office is at 20 Church Road, Hanham, Bristol, BS15 3AB (‘’<strong>the introducer</strong>’’)\r\n\r\n<span style="text-decoration: underline; color: #1f497d;"><strong>BACKGROUND</strong></span>\r\n<ol style="list-style-type: upper-alpha;">\r\n 	<li>The Client wishes to be provided with Temporary Workers and is a client of the Introducer.</li>\r\n 	<li>The Introducer and Zodeq2 Limited have an arrangement in place whereby Zodeq2 Limited provides Temporary Workers to the Introducers clients in certain circumstances. The Introducer is a Recruitment Agent and is responsible for sourcing and introducing the Temporary Workers.</li>\r\n 	<li>The Client wishes to source and Zodeq has agreed to provide Temporary Workers to the Client on the terms and conditions set out in these Terms.</li>\r\n</ol>\r\n<p style="text-align: center;"><span style="color: #1f497d;">TERMS OF BUSINESS WITH A HIRER FOR THE SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES</span></p>\r\n\r\n<ol>\r\n 	<li><span style="color: #1f497d;"><strong>DEFINITIONS AND INTERPRETATION</strong></span>\r\n<div>1.1 In these Terms the following definitions apply:</div>\r\n<table border="0">\r\n<tbody>\r\n<tr>\r\n<td valign="top"><strong>“Agency Worker”</strong></td>\r\n<td valign="top">means the individual who is Introduced by the Employment Business to provide services to the Hirer; and/or any officer, employee, worker, or representative of the Intermediary supplied to provide the Assignment.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Agency Workers Regulations”</strong></td>\r\n<td valign="top">means the Agency Workers Regulations 2010;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment”</strong></td>\r\n<td valign="top">means assignment or intermediary services to be performed by the Agency Worker and/or Intermediary for the Hirer for a period of time during which the Agency Worker and/or the Intermediary is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment Details Form”</strong></td>\r\n<td valign="top">means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“AWR Claim”</strong></td>\r\n<td valign="top">means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Calendar Week”</strong></td>\r\n<td valign="top">means any period of seven days starting with the same day as the first day of the First Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Charges”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Conduct Regulations”</strong></td>\r\n<td valign="top">means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Confidential Information”</strong></td>\r\n<td valign="top">means 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 Agency Worker, Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Control”</strong></td>\r\n<td valign="top">means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Data Protection Laws”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Employment Business”</strong></td>\r\n<td valign="top">Zodeq2 Limited. (Registered Company No.10369678) whose registered office is at 1<sup>st</sup> Floor, The Exchange, 1<sup>St</sup> John Street, CH1 1DA.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Engagement”</strong></td>\r\n<td valign="top">means the engagement, employment or use of the Agency Worker and/or the Intermediary''s services or the services of any Agency Worker and/or Intermediary by the Hirer or any third party to whom the Intermediary and/or any Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Intermediary is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer”</strong></td>\r\n<td valign="top">means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker and/or Intermediary is Introduced;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer''s Group”</strong></td>\r\n<td valign="top">means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Intermediary”</strong></td>\r\n<td valign="top">means the self employed person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Introduction”</strong></td>\r\n<td valign="top">means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Intermediary and/or Agency Worker; or (ii) the Hirer’s interview of an Intermediary and/or Agency Worker  (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply an Intermediary and/or Agency Worker; or (iii) the supply of the Agency Worker and/or Intermediary; and, in any case, which leads to an Engagement of the Intermediary and/or the Agency Worker; and “Introduces”, “Introduced” and "Introducing" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Losses”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Period of Extended Hire”</strong></td>\r\n<td valign="top">means any additional period that the Hirer wishes the Agency Worker and/or Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Period”</strong></td>\r\n<td valign="top">means (a) the period of 8 weeks commencing on the day after the <u>last</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the <u>first</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business  or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Terms and Conditions”</strong></td>\r\n<td valign="top">means terms and conditions relating to:\r\n<ol style="list-style-type: lower-alpha;">\r\n 	<li>pay;</li>\r\n 	<li>the duration of working time;</li>\r\n 	<li>night work;</li>\r\n 	<li>rest periods;</li>\r\n 	<li>rest breaks; and</li>\r\n 	<li>annual leave</li>\r\n</ol>\r\nthat are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Remuneration”</strong></td>\r\n<td valign="top">includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker and/or Intermediary for services provided to or on behalf of the Hirer or any third party. Where a company car is provided, a notional amount of £4,000 will be added to the salary in order to calculate the Employment Business'' fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Terms”</strong></td>\r\n<td valign="top">means these terms of business (including the attached schedules) together with any applicable Assignment Details Form and Credit application form;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Transfer Fee”</strong></td>\r\n<td valign="top">means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Vulnerable Person”</strong></td>\r\n<td valign="top">means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Working Time Regulations”</strong></td>\r\n<td valign="top">means the Working Time Regulations 1998.</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.\r\n\r\n1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.\r\n\r\n1.4 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>THE CONTRACT\r\n</strong></span></span>2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Intermediary’s and/or Agency Worker’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 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.2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.\r\n\r\n2.3.  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 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.\r\n\r\n2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when Introducing Intermediaries and/or Agency Workers for Assignments with the Hirer.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>HIRER OBLIGATIONS\r\n</strong></span></span>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:\r\n<div style="margin-left: 25px;">\r\n\r\n3.1.1.     the type of work that the Agency Worker and/or Intermediary would be required to do;\r\n\r\n3.1.2.     the location and hours of work;\r\n\r\n3.1.3.     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 and/or Intermediary to possess in order to work in the position;\r\n\r\n3.1.4.     any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;\r\n\r\n3.1.5.     the date the Hirer requires the Agency Worker and/or Intermediary to commence the Assignment;\r\n\r\n3.1.6.     the duration or likely duration of the Assignment.\r\n\r\n</div>\r\n3.2.         The Hirer 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 Hirer will not do anything to cause the Employment Business 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 the Employment Business 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.\r\n\r\n3.3.            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>AGENCY WORKER REGULATIONS\r\n</strong></span></span>4.1.   The Employment Business and the Hirer shall comply with their respective obligations under the Agency Workers Regulations 2010 (“AWR”) and each party shall provide all requested information to the other party in connection with the AWR. The Employment Business shall pass all information it receives from the Hirer relating to the AWR to any umbrella companies involved.4.2.   Whether or not an Agency Worker has rights as an Agency Worker (as defined under the AWR) will depend on each particular case. Agency Workers engaged under PAYE terms of engagement and Agency Workers supplied through an umbrella company are likely to be classified as Agency Workers under the AWR and will therefore attract obligations for both the Employment Business and the Hirer.\r\n\r\n4.3.   The Employment Business shall inform the Hirer if any Agency Worker has been assigned to the Hirer at any time during the 6 week period prior to the start date of any Assignment. In the event that any Agency Worker has been on Assignment for 8 continuous weeks, the Employment Business shall notify the Hirer in order that both parties can arrange to comply with their respective obligations under the AWR in respect of any such Agency Worker.\r\n\r\n4.4.      Each party shall indemnify the other party against any direct claim, direct loss, action, penalty, demand or any liability whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred arising as a result of any incorrect information provided to the other party.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER\r\n</strong></span></span>5.1.  When Introducing an Agency Worker and/or Intermediary to the Hirer the Employment Business shall inform the Hirer:\r\n<div style="margin-left: 25px;">\r\n\r\n5.1.1.     of the identity of the Agency Worker and/or Intermediary;5.1.2.     that the Agency Worker and/or Intermediary has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment;\r\n\r\n5.1.3.     that the Agency Worker and/or Intermediary is willing to work in the Assignment;\r\n\r\n5.1.4.     where applicable details of the Intermediary Services to be provided; and\r\n\r\n5.1.5.     the Charges.\r\n\r\n</div>\r\n5.2            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>TIMESHEETS\r\n</strong></span></span>6.1.         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 the Employment Business'' timesheet verifying the number of hours worked by the Agency Worker and/or Intermediary during that week.\r\n\r\n6.2.         Signature of the timesheet/approval of an e-timesheets 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 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 Intermediary and/or 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.\r\n\r\n6.3. 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>CHARGES\r\n</strong></span></span>7.1.  The Hirer agrees to pay the Charges as notified to and agreed with the Hirer. The Charges for Agency Workers and/or Intermediaries are calculated according to the number of hours worked by the Agency Worker and/or Intermediary (to the nearest quarter hour) and comprise where applicable the following:\r\n\r\n7.1.1.     the Agency Worker’s and/or Intermediary’s hourly rate of pay;\r\n\r\n7.1.2.     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;\r\n\r\n7.1.3.     any other amounts to which the Agency Worker is entitled under the Agency Workers Regulations, where applicable;\r\n\r\n7.1.4.     employer’s National Insurance contributions;\r\n\r\n7.1.5.     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\r\n\r\n7.1.6.     the Employment Business'' commission, which is calculated as a percentage of the Agency Worker’s and/or Intermediary’s hourly rate.\r\n\r\n7.2.         The Employment Business reserves the right to vary the Charges agreed with the Hirer, by giving written notice to the Hirer:\r\n\r\n7.2.1.     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, National Minimum Wage, National Living Wage; and/or\r\n\r\n7.2.2.     On an annual basis (1st October) the Employment Business reserves the right to review the Hourly Charge Rates applied to the supply of Agency Workers and/or Intermediaries, 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 and/or Intermediary supplied by the Employment Business to the Hirer; and/or\r\n\r\n7.2.3.     if there is any variation in the Relevant Terms and Conditions.\r\n\r\n&nbsp;\r\n\r\n7.3.         The Charges are invoiced to the Hirer on a weekly basis and are payable within 14 days of the date of invoice.\r\n\r\n7.4.          A credit limit will be set by the Employment Business to facilitate the credit terms for the Charges agreed. Should the amount due by the Hirer to the Employment Business exceed the credit limit the Employment Business 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 7.3.\r\n\r\n7.5.         In addition to the Charges, the Hirer will pay the Employment Business an amount equal to any bonus that the Hirer awards to the Agency Worker in accordance with clause 4 immediately following any such award and the Employment Business 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 the Employment Business'' 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.\r\n\r\n7.6.          VAT is payable at the applicable rate on the entirety of the Charges and all sums payable under clause 7.3.\r\n\r\n7.7.         The Employment Business reserves the right to charge interest on any overdue amount at the rate of 8% per annum above the base rate from time to time 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 the Employment Business of the reason(s) for such disagreement or request such further information within 7 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 14 days from date of invoice.\r\n\r\n7.8.         In the event that the Hirer’s account falls into default of the agreed payment terms and/or credit limit the Employment Business reserves the right to demand payment of the whole balance outstanding on the account.\r\n\r\n7.9.          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 Business will be allocated first against the debt collection fee, interest costs, late payment charges and legal fees where applicable before being allocated against the principal debt. Debt collection charges are subject to change from time to time. Up to date debt collection charges can be obtained from the Employment Business on application.\r\n\r\n7.10.       No refunds are payable in respect of the Charges of the Employment Business.\r\n\r\n7.11. 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 6.7.\r\n\r\n<span style="color: #1f497d;"><strong>\r\n</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PAYMENT OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TRANSFER FEES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>UNSUITABILITY OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TERMINATION OF THE ASSIGNMENT</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CONFIDENTIALITY AND DATA PROTECTION</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>INTELLECTUAL PROPERTY RIGHTS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>LIABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>BRIBERY ACT 2010</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>FORCE MAJEURE</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NOTICES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SEVERABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PUBLICITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>WAIVER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NO PARTNERSHIP</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>ACCRUED RIGHTS AND REMEDIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>RIGHTS OF THIRD PARTIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>GOVERNING LAW AND JURISDICTION</strong></span></li>\r\n</ol>', 'Terms and Conditions Contractor', '', 'inherit', 'closed', 'closed', '', '984-revision-v1', '', '', '2017-01-18 06:57:41', '2017-01-18 06:57:41', '', 984, 'http://54.83.130.196/wdo/WDO_release3/984-revision-v1/', 0, 'revision', '', 0);
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(1084, 42, '2017-01-18 07:03:05', '2017-01-18 07:03:05', '<p style="text-align: center; font-size: 24px;"><span style="color: #1f497d;">Terms of Business &amp; Credit Account Application for the Supply of Agency</span>\r\n<span style="color: #1f497d;"> Workers and or Intermediaries</span></p>\r\n<span style="text-decoration: underline;"><strong><span style="color: #1f497d; text-decoration: underline;">Parties</span></strong></span>\r\n\r\nZodeq2 Limited, a company incorporated in England and Wales with registered number 10369678 whose registered office is at 1st Floor, The Exchange, 1 St John Street, Cheshire, United Kingdom, CH1 1DA (‘’<strong>Employment Business</strong>’’); and\r\n\r\n<strong>(Client name)</strong>, a company incorporated in England and Wales with registered number <strong>(Client registration number)</strong>, whose registered office is at <strong>(Client address)</strong> (‘’<strong>the Client</strong>’’)\r\n\r\nFenix Recruitment Limited, whose office is at 20 Church Road, Hanham, Bristol, BS15 3AB (‘’<strong>the introducer</strong>’’)\r\n\r\n<span style="text-decoration: underline; color: #1f497d;"><strong>BACKGROUND</strong></span>\r\n<ol style="list-style-type: upper-alpha;">\r\n 	<li>The Client wishes to be provided with Temporary Workers and is a client of the Introducer.</li>\r\n 	<li>The Introducer and Zodeq2 Limited have an arrangement in place whereby Zodeq2 Limited provides Temporary Workers to the Introducers clients in certain circumstances. The Introducer is a Recruitment Agent and is responsible for sourcing and introducing the Temporary Workers.</li>\r\n 	<li>The Client wishes to source and Zodeq has agreed to provide Temporary Workers to the Client on the terms and conditions set out in these Terms.</li>\r\n</ol>\r\n<p style="text-align: center;"><span style="color: #1f497d;">TERMS OF BUSINESS WITH A HIRER FOR THE SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES</span></p>\r\n\r\n<ol>\r\n 	<li><span style="color: #1f497d;"><strong>DEFINITIONS AND INTERPRETATION</strong></span>\r\n<div>1.1 In these Terms the following definitions apply:</div>\r\n<table border="0">\r\n<tbody>\r\n<tr>\r\n<td valign="top"><strong>“Agency Worker”</strong></td>\r\n<td valign="top">means the individual who is Introduced by the Employment Business to provide services to the Hirer; and/or any officer, employee, worker, or representative of the Intermediary supplied to provide the Assignment.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Agency Workers Regulations”</strong></td>\r\n<td valign="top">means the Agency Workers Regulations 2010;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment”</strong></td>\r\n<td valign="top">means assignment or intermediary services to be performed by the Agency Worker and/or Intermediary for the Hirer for a period of time during which the Agency Worker and/or the Intermediary is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment Details Form”</strong></td>\r\n<td valign="top">means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“AWR Claim”</strong></td>\r\n<td valign="top">means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Calendar Week”</strong></td>\r\n<td valign="top">means any period of seven days starting with the same day as the first day of the First Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Charges”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Conduct Regulations”</strong></td>\r\n<td valign="top">means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Confidential Information”</strong></td>\r\n<td valign="top">means 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 Agency Worker, Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Control”</strong></td>\r\n<td valign="top">means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Data Protection Laws”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Employment Business”</strong></td>\r\n<td valign="top">Zodeq2 Limited. (Registered Company No.10369678) whose registered office is at 1<sup>st</sup> Floor, The Exchange, 1<sup>St</sup> John Street, CH1 1DA.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Engagement”</strong></td>\r\n<td valign="top">means the engagement, employment or use of the Agency Worker and/or the Intermediary''s services or the services of any Agency Worker and/or Intermediary by the Hirer or any third party to whom the Intermediary and/or any Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Intermediary is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer”</strong></td>\r\n<td valign="top">means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker and/or Intermediary is Introduced;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer''s Group”</strong></td>\r\n<td valign="top">means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Intermediary”</strong></td>\r\n<td valign="top">means the self employed person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Introduction”</strong></td>\r\n<td valign="top">means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Intermediary and/or Agency Worker; or (ii) the Hirer’s interview of an Intermediary and/or Agency Worker  (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply an Intermediary and/or Agency Worker; or (iii) the supply of the Agency Worker and/or Intermediary; and, in any case, which leads to an Engagement of the Intermediary and/or the Agency Worker; and “Introduces”, “Introduced” and "Introducing" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Losses”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Period of Extended Hire”</strong></td>\r\n<td valign="top">means any additional period that the Hirer wishes the Agency Worker and/or Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Period”</strong></td>\r\n<td valign="top">means (a) the period of 8 weeks commencing on the day after the <u>last</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the <u>first</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business  or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Terms and Conditions”</strong></td>\r\n<td valign="top">means terms and conditions relating to:\r\n<ol style="list-style-type: lower-alpha;">\r\n 	<li>pay;</li>\r\n 	<li>the duration of working time;</li>\r\n 	<li>night work;</li>\r\n 	<li>rest periods;</li>\r\n 	<li>rest breaks; and</li>\r\n 	<li>annual leave</li>\r\n</ol>\r\nthat are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Remuneration”</strong></td>\r\n<td valign="top">includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker and/or Intermediary for services provided to or on behalf of the Hirer or any third party. Where a company car is provided, a notional amount of £4,000 will be added to the salary in order to calculate the Employment Business'' fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Terms”</strong></td>\r\n<td valign="top">means these terms of business (including the attached schedules) together with any applicable Assignment Details Form and Credit application form;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Transfer Fee”</strong></td>\r\n<td valign="top">means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Vulnerable Person”</strong></td>\r\n<td valign="top">means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Working Time Regulations”</strong></td>\r\n<td valign="top">means the Working Time Regulations 1998.</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.\r\n\r\n1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.\r\n\r\n1.4 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>THE CONTRACT\r\n</strong></span></span>2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Intermediary’s and/or Agency Worker’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 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.2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.\r\n\r\n2.3.  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 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.\r\n\r\n2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when Introducing Intermediaries and/or Agency Workers for Assignments with the Hirer.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>HIRER OBLIGATIONS</strong></span></span></span>&nbsp;\r\n\r\n3.1.  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:\r\n<div style="margin-left: 25px;">\r\n\r\n3.1.1.     the type of work that the Agency Worker and/or Intermediary would be required to do;\r\n\r\n3.1.2.     the location and hours of work;\r\n\r\n3.1.3.     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 and/or Intermediary to possess in order to work in the position;\r\n\r\n3.1.4.     any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;\r\n\r\n3.1.5.     the date the Hirer requires the Agency Worker and/or Intermediary to commence the Assignment;\r\n\r\n3.1.6.     the duration or likely duration of the Assignment.\r\n\r\n</div>\r\n3.2.         The Hirer 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 Hirer will not do anything to cause the Employment Business 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 the Employment Business 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.\r\n\r\n3.3.            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>AGENCY WORKER REGULATIONS\r\n</strong></span></span>4.1.   The Employment Business and the Hirer shall comply with their respective obligations under the Agency Workers Regulations 2010 (“AWR”) and each party shall provide all requested information to the other party in connection with the AWR. The Employment Business shall pass all information it receives from the Hirer relating to the AWR to any umbrella companies involved.4.2.   Whether or not an Agency Worker has rights as an Agency Worker (as defined under the AWR) will depend on each particular case. Agency Workers engaged under PAYE terms of engagement and Agency Workers supplied through an umbrella company are likely to be classified as Agency Workers under the AWR and will therefore attract obligations for both the Employment Business and the Hirer.\r\n\r\n4.3.   The Employment Business shall inform the Hirer if any Agency Worker has been assigned to the Hirer at any time during the 6 week period prior to the start date of any Assignment. In the event that any Agency Worker has been on Assignment for 8 continuous weeks, the Employment Business shall notify the Hirer in order that both parties can arrange to comply with their respective obligations under the AWR in respect of any such Agency Worker.\r\n\r\n4.4.      Each party shall indemnify the other party against any direct claim, direct loss, action, penalty, demand or any liability whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred arising as a result of any incorrect information provided to the other party.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER\r\n</strong></span></span>5.1.  When Introducing an Agency Worker and/or Intermediary to the Hirer the Employment Business shall inform the Hirer:\r\n<div style="margin-left: 25px;">\r\n\r\n5.1.1.     of the identity of the Agency Worker and/or Intermediary;5.1.2.     that the Agency Worker and/or Intermediary has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment;\r\n\r\n5.1.3.     that the Agency Worker and/or Intermediary is willing to work in the Assignment;\r\n\r\n5.1.4.     where applicable details of the Intermediary Services to be provided; and\r\n\r\n5.1.5.     the Charges.\r\n\r\n</div>\r\n5.2            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>TIMESHEETS\r\n</strong></span></span>6.1.         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 the Employment Business'' timesheet verifying the number of hours worked by the Agency Worker and/or Intermediary during that week.6.2.         Signature of the timesheet/approval of an e-timesheets 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 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 Intermediary and/or 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.\r\n\r\n6.3. 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>CHARGES\r\n</strong></span></span>7.1.  The Hirer agrees to pay the Charges as notified to and agreed with the Hirer. The Charges for Agency Workers and/or Intermediaries are calculated according to the number of hours worked by the Agency Worker and/or Intermediary (to the nearest quarter hour) and comprise where applicable the following:7.1.1.     the Agency Worker’s and/or Intermediary’s hourly rate of pay;7.1.2.     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;\r\n<div style="margin-left: 25px;">\r\n\r\n7.1.3.     any other amounts to which the Agency Worker is entitled under the Agency Workers Regulations, where applicable;7.1.4.     employer’s National Insurance contributions;\r\n\r\n7.1.5.     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\r\n\r\n7.1.6.     the Employment Business'' commission, which is calculated as a percentage of the Agency Worker’s and/or Intermediary’s hourly rate.\r\n\r\n</div>\r\n7.2.         The Employment Business reserves the right to vary the Charges agreed with the Hirer, by giving written notice to the Hirer:\r\n<div style="margin-left: 25px;">\r\n\r\n7.2.1.     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, National Minimum Wage, National Living Wage; and/or7.2.2.     On an annual basis (1st October) the Employment Business reserves the right to review the Hourly Charge Rates applied to the supply of Agency Workers and/or Intermediaries, 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 and/or Intermediary supplied by the Employment Business to the Hirer; and/or\r\n\r\n7.2.3.     if there is any variation in the Relevant Terms and Conditions.\r\n\r\n</div>\r\n7.3.         The Charges are invoiced to the Hirer on a weekly basis and are payable within 14 days of the date of invoice.\r\n\r\n7.4.          A credit limit will be set by the Employment Business to facilitate the credit terms for the Charges agreed. Should the amount due by the Hirer to the Employment Business exceed the credit limit the Employment Business 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 7.3.\r\n\r\n7.5.         In addition to the Charges, the Hirer will pay the Employment Business an amount equal to any bonus that the Hirer awards to the Agency Worker in accordance with clause 4 immediately following any such award and the Employment Business 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 the Employment Business'' 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.\r\n\r\n7.6.          VAT is payable at the applicable rate on the entirety of the Charges and all sums payable under clause 7.3.\r\n\r\n7.7.         The Employment Business reserves the right to charge interest on any overdue amount at the rate of 8% per annum above the base rate from time to time 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 the Employment Business of the reason(s) for such disagreement or request such further information within 7 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 14 days from date of invoice.\r\n\r\n7.8.         In the event that the Hirer’s account falls into default of the agreed payment terms and/or credit limit the Employment Business reserves the right to demand payment of the whole balance outstanding on the account.\r\n\r\n7.9.          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 Business will be allocated first against the debt collection fee, interest costs, late payment charges and legal fees where applicable before being allocated against the principal debt. Debt collection charges are subject to change from time to time. Up to date debt collection charges can be obtained from the Employment Business on application.\r\n\r\n7.10.       No refunds are payable in respect of the Charges of the Employment Business.\r\n\r\n7.11. 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 6.7.</li>\r\n 	<li><span style="color: #1f497d;"><strong>PAYMENT OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span>8.1. The Employment Business assumes responsibility 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.</li>\r\n 	<li><span style="color: #1f497d;"><strong>TRANSFER FEES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>UNSUITABILITY OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TERMINATION OF THE ASSIGNMENT</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CONFIDENTIALITY AND DATA PROTECTION</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>INTELLECTUAL PROPERTY RIGHTS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>LIABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>BRIBERY ACT 2010</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>FORCE MAJEURE</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NOTICES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SEVERABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PUBLICITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>WAIVER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NO PARTNERSHIP</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>ACCRUED RIGHTS AND REMEDIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>RIGHTS OF THIRD PARTIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>GOVERNING LAW AND JURISDICTION</strong></span></li>\r\n</ol>', 'Terms and Conditions Contractor', '', 'inherit', 'closed', 'closed', '', '984-revision-v1', '', '', '2017-01-18 07:03:05', '2017-01-18 07:03:05', '', 984, 'http://54.83.130.196/wdo/WDO_release3/984-revision-v1/', 0, 'revision', '', 0);
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(1085, 42, '2017-01-18 07:03:50', '2017-01-18 07:03:50', '<p style="text-align: center; font-size: 24px;"><span style="color: #1f497d;">Terms of Business &amp; Credit Account Application for the Supply of Agency</span>\r\n<span style="color: #1f497d;"> Workers and or Intermediaries</span></p>\r\n<span style="text-decoration: underline;"><strong><span style="color: #1f497d; text-decoration: underline;">Parties</span></strong></span>\r\n\r\nZodeq2 Limited, a company incorporated in England and Wales with registered number 10369678 whose registered office is at 1st Floor, The Exchange, 1 St John Street, Cheshire, United Kingdom, CH1 1DA (‘’<strong>Employment Business</strong>’’); and\r\n\r\n<strong>(Client name)</strong>, a company incorporated in England and Wales with registered number <strong>(Client registration number)</strong>, whose registered office is at <strong>(Client address)</strong> (‘’<strong>the Client</strong>’’)\r\n\r\nFenix Recruitment Limited, whose office is at 20 Church Road, Hanham, Bristol, BS15 3AB (‘’<strong>the introducer</strong>’’)\r\n\r\n<span style="text-decoration: underline; color: #1f497d;"><strong>BACKGROUND</strong></span>\r\n<ol style="list-style-type: upper-alpha;">\r\n 	<li>The Client wishes to be provided with Temporary Workers and is a client of the Introducer.</li>\r\n 	<li>The Introducer and Zodeq2 Limited have an arrangement in place whereby Zodeq2 Limited provides Temporary Workers to the Introducers clients in certain circumstances. The Introducer is a Recruitment Agent and is responsible for sourcing and introducing the Temporary Workers.</li>\r\n 	<li>The Client wishes to source and Zodeq has agreed to provide Temporary Workers to the Client on the terms and conditions set out in these Terms.</li>\r\n</ol>\r\n<p style="text-align: center;"><span style="color: #1f497d;">TERMS OF BUSINESS WITH A HIRER FOR THE SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES</span></p>\r\n\r\n<ol>\r\n 	<li><span style="color: #1f497d;"><strong>DEFINITIONS AND INTERPRETATION</strong></span>\r\n<div>1.1 In these Terms the following definitions apply:</div>\r\n<table border="0">\r\n<tbody>\r\n<tr>\r\n<td valign="top"><strong>“Agency Worker”</strong></td>\r\n<td valign="top">means the individual who is Introduced by the Employment Business to provide services to the Hirer; and/or any officer, employee, worker, or representative of the Intermediary supplied to provide the Assignment.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Agency Workers Regulations”</strong></td>\r\n<td valign="top">means the Agency Workers Regulations 2010;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment”</strong></td>\r\n<td valign="top">means assignment or intermediary services to be performed by the Agency Worker and/or Intermediary for the Hirer for a period of time during which the Agency Worker and/or the Intermediary is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment Details Form”</strong></td>\r\n<td valign="top">means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“AWR Claim”</strong></td>\r\n<td valign="top">means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Calendar Week”</strong></td>\r\n<td valign="top">means any period of seven days starting with the same day as the first day of the First Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Charges”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Conduct Regulations”</strong></td>\r\n<td valign="top">means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Confidential Information”</strong></td>\r\n<td valign="top">means 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 Agency Worker, Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Control”</strong></td>\r\n<td valign="top">means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Data Protection Laws”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Employment Business”</strong></td>\r\n<td valign="top">Zodeq2 Limited. (Registered Company No.10369678) whose registered office is at 1<sup>st</sup> Floor, The Exchange, 1<sup>St</sup> John Street, CH1 1DA.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Engagement”</strong></td>\r\n<td valign="top">means the engagement, employment or use of the Agency Worker and/or the Intermediary''s services or the services of any Agency Worker and/or Intermediary by the Hirer or any third party to whom the Intermediary and/or any Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Intermediary is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer”</strong></td>\r\n<td valign="top">means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker and/or Intermediary is Introduced;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer''s Group”</strong></td>\r\n<td valign="top">means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Intermediary”</strong></td>\r\n<td valign="top">means the self employed person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Introduction”</strong></td>\r\n<td valign="top">means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Intermediary and/or Agency Worker; or (ii) the Hirer’s interview of an Intermediary and/or Agency Worker  (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply an Intermediary and/or Agency Worker; or (iii) the supply of the Agency Worker and/or Intermediary; and, in any case, which leads to an Engagement of the Intermediary and/or the Agency Worker; and “Introduces”, “Introduced” and "Introducing" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Losses”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Period of Extended Hire”</strong></td>\r\n<td valign="top">means any additional period that the Hirer wishes the Agency Worker and/or Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Period”</strong></td>\r\n<td valign="top">means (a) the period of 8 weeks commencing on the day after the <u>last</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the <u>first</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business  or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Terms and Conditions”</strong></td>\r\n<td valign="top">means terms and conditions relating to:\r\n<ol style="list-style-type: lower-alpha;">\r\n 	<li>pay;</li>\r\n 	<li>the duration of working time;</li>\r\n 	<li>night work;</li>\r\n 	<li>rest periods;</li>\r\n 	<li>rest breaks; and</li>\r\n 	<li>annual leave</li>\r\n</ol>\r\nthat are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Remuneration”</strong></td>\r\n<td valign="top">includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker and/or Intermediary for services provided to or on behalf of the Hirer or any third party. Where a company car is provided, a notional amount of £4,000 will be added to the salary in order to calculate the Employment Business'' fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Terms”</strong></td>\r\n<td valign="top">means these terms of business (including the attached schedules) together with any applicable Assignment Details Form and Credit application form;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Transfer Fee”</strong></td>\r\n<td valign="top">means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Vulnerable Person”</strong></td>\r\n<td valign="top">means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Working Time Regulations”</strong></td>\r\n<td valign="top">means the Working Time Regulations 1998.</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.\r\n\r\n1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.\r\n\r\n1.4 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>THE CONTRACT\r\n</strong></span></span>2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Intermediary’s and/or Agency Worker’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 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.2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.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 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.\r\n\r\n2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when Introducing Intermediaries and/or Agency Workers for Assignments with the Hirer.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>HIRER OBLIGATIONS</strong></span></span></span>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:\r\n<div style="margin-left: 25px;">\r\n\r\n3.1.1.     the type of work that the Agency Worker and/or Intermediary would be required to do;\r\n\r\n3.1.2.     the location and hours of work;\r\n\r\n3.1.3.     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 and/or Intermediary to possess in order to work in the position;\r\n\r\n3.1.4.     any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;\r\n\r\n3.1.5.     the date the Hirer requires the Agency Worker and/or Intermediary to commence the Assignment;\r\n\r\n3.1.6.     the duration or likely duration of the Assignment.\r\n\r\n</div>\r\n3.2.         The Hirer 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 Hirer will not do anything to cause the Employment Business 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 the Employment Business 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.\r\n\r\n3.3.            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>AGENCY WORKER REGULATIONS\r\n</strong></span></span>4.1.   The Employment Business and the Hirer shall comply with their respective obligations under the Agency Workers Regulations 2010 (“AWR”) and each party shall provide all requested information to the other party in connection with the AWR. The Employment Business shall pass all information it receives from the Hirer relating to the AWR to any umbrella companies involved.4.2.   Whether or not an Agency Worker has rights as an Agency Worker (as defined under the AWR) will depend on each particular case. Agency Workers engaged under PAYE terms of engagement and Agency Workers supplied through an umbrella company are likely to be classified as Agency Workers under the AWR and will therefore attract obligations for both the Employment Business and the Hirer.4.3.   The Employment Business shall inform the Hirer if any Agency Worker has been assigned to the Hirer at any time during the 6 week period prior to the start date of any Assignment. In the event that any Agency Worker has been on Assignment for 8 continuous weeks, the Employment Business shall notify the Hirer in order that both parties can arrange to comply with their respective obligations under the AWR in respect of any such Agency Worker.\r\n\r\n4.4.      Each party shall indemnify the other party against any direct claim, direct loss, action, penalty, demand or any liability whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred arising as a result of any incorrect information provided to the other party.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER\r\n</strong></span></span>5.1.  When Introducing an Agency Worker and/or Intermediary to the Hirer the Employment Business shall inform the Hirer:\r\n<div style="margin-left: 25px;">\r\n\r\n5.1.1.     of the identity of the Agency Worker and/or Intermediary;5.1.2.     that the Agency Worker and/or Intermediary has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment;\r\n\r\n5.1.3.     that the Agency Worker and/or Intermediary is willing to work in the Assignment;\r\n\r\n5.1.4.     where applicable details of the Intermediary Services to be provided; and\r\n\r\n5.1.5.     the Charges.\r\n\r\n</div>\r\n5.2            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>TIMESHEETS\r\n</strong></span></span>6.1.         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 the Employment Business'' timesheet verifying the number of hours worked by the Agency Worker and/or Intermediary during that week.6.2.         Signature of the timesheet/approval of an e-timesheets 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 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 Intermediary and/or 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.6.3. 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>CHARGES\r\n</strong></span></span>7.1.  The Hirer agrees to pay the Charges as notified to and agreed with the Hirer. The Charges for Agency Workers and/or Intermediaries are calculated according to the number of hours worked by the Agency Worker and/or Intermediary (to the nearest quarter hour) and comprise where applicable the following:7.1.1.     the Agency Worker’s and/or Intermediary’s hourly rate of pay;7.1.2.     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;\r\n<div style="margin-left: 25px;">\r\n\r\n7.1.3.     any other amounts to which the Agency Worker is entitled under the Agency Workers Regulations, where applicable;7.1.4.     employer’s National Insurance contributions;\r\n\r\n7.1.5.     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\r\n\r\n7.1.6.     the Employment Business'' commission, which is calculated as a percentage of the Agency Worker’s and/or Intermediary’s hourly rate.\r\n\r\n</div>\r\n7.2.         The Employment Business reserves the right to vary the Charges agreed with the Hirer, by giving written notice to the Hirer:\r\n<div style="margin-left: 25px;">\r\n\r\n7.2.1.     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, National Minimum Wage, National Living Wage; and/or7.2.2.     On an annual basis (1st October) the Employment Business reserves the right to review the Hourly Charge Rates applied to the supply of Agency Workers and/or Intermediaries, 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 and/or Intermediary supplied by the Employment Business to the Hirer; and/or\r\n\r\n7.2.3.     if there is any variation in the Relevant Terms and Conditions.\r\n\r\n</div>\r\n7.3.         The Charges are invoiced to the Hirer on a weekly basis and are payable within 14 days of the date of invoice.\r\n\r\n7.4.          A credit limit will be set by the Employment Business to facilitate the credit terms for the Charges agreed. Should the amount due by the Hirer to the Employment Business exceed the credit limit the Employment Business 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 7.3.\r\n\r\n7.5.         In addition to the Charges, the Hirer will pay the Employment Business an amount equal to any bonus that the Hirer awards to the Agency Worker in accordance with clause 4 immediately following any such award and the Employment Business 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 the Employment Business'' 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.\r\n\r\n7.6.          VAT is payable at the applicable rate on the entirety of the Charges and all sums payable under clause 7.3.\r\n\r\n7.7.         The Employment Business reserves the right to charge interest on any overdue amount at the rate of 8% per annum above the base rate from time to time 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 the Employment Business of the reason(s) for such disagreement or request such further information within 7 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 14 days from date of invoice.\r\n\r\n7.8.         In the event that the Hirer’s account falls into default of the agreed payment terms and/or credit limit the Employment Business reserves the right to demand payment of the whole balance outstanding on the account.\r\n\r\n7.9.          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 Business will be allocated first against the debt collection fee, interest costs, late payment charges and legal fees where applicable before being allocated against the principal debt. Debt collection charges are subject to change from time to time. Up to date debt collection charges can be obtained from the Employment Business on application.\r\n\r\n7.10.       No refunds are payable in respect of the Charges of the Employment Business.\r\n\r\n7.11. 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 6.7.</li>\r\n 	<li><span style="color: #1f497d;"><strong>PAYMENT OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span>8.1. The Employment Business assumes responsibility for paying the 8.1.    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.</li>\r\n 	<li><span style="color: #1f497d;"><strong>TRANSFER FEES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>UNSUITABILITY OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TERMINATION OF THE ASSIGNMENT</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CONFIDENTIALITY AND DATA PROTECTION</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>INTELLECTUAL PROPERTY RIGHTS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>LIABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>BRIBERY ACT 2010</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>FORCE MAJEURE</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NOTICES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SEVERABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PUBLICITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>WAIVER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NO PARTNERSHIP</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>ACCRUED RIGHTS AND REMEDIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>RIGHTS OF THIRD PARTIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>GOVERNING LAW AND JURISDICTION</strong></span></li>\r\n</ol>', 'Terms and Conditions Contractor', '', 'inherit', 'closed', 'closed', '', '984-revision-v1', '', '', '2017-01-18 07:03:50', '2017-01-18 07:03:50', '', 984, 'http://54.83.130.196/wdo/WDO_release3/984-revision-v1/', 0, 'revision', '', 0);
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(1086, 42, '2017-01-18 07:06:39', '2017-01-18 07:06:39', '<p style="text-align: center; font-size: 24px;"><span style="color: #1f497d;">Terms of Business &amp; Credit Account Application for the Supply of Agency</span>\r\n<span style="color: #1f497d;"> Workers and or Intermediaries</span></p>\r\n<span style="text-decoration: underline;"><strong><span style="color: #1f497d; text-decoration: underline;">Parties</span></strong></span>\r\n\r\nZodeq2 Limited, a company incorporated in England and Wales with registered number 10369678 whose registered office is at 1st Floor, The Exchange, 1 St John Street, Cheshire, United Kingdom, CH1 1DA (‘’<strong>Employment Business</strong>’’); and\r\n\r\n<strong>(Client name)</strong>, a company incorporated in England and Wales with registered number <strong>(Client registration number)</strong>, whose registered office is at <strong>(Client address)</strong> (‘’<strong>the Client</strong>’’)\r\n\r\nFenix Recruitment Limited, whose office is at 20 Church Road, Hanham, Bristol, BS15 3AB (‘’<strong>the introducer</strong>’’)\r\n\r\n<span style="text-decoration: underline; color: #1f497d;"><strong>BACKGROUND</strong></span>\r\n<ol style="list-style-type: upper-alpha;">\r\n 	<li>The Client wishes to be provided with Temporary Workers and is a client of the Introducer.</li>\r\n 	<li>The Introducer and Zodeq2 Limited have an arrangement in place whereby Zodeq2 Limited provides Temporary Workers to the Introducers clients in certain circumstances. The Introducer is a Recruitment Agent and is responsible for sourcing and introducing the Temporary Workers.</li>\r\n 	<li>The Client wishes to source and Zodeq has agreed to provide Temporary Workers to the Client on the terms and conditions set out in these Terms.</li>\r\n</ol>\r\n<p style="text-align: center;"><span style="color: #1f497d;">TERMS OF BUSINESS WITH A HIRER FOR THE SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES</span></p>\r\n\r\n<ol>\r\n 	<li><span style="color: #1f497d;"><strong>DEFINITIONS AND INTERPRETATION</strong></span>\r\n<div>1.1 In these Terms the following definitions apply:</div>\r\n<table border="0">\r\n<tbody>\r\n<tr>\r\n<td valign="top"><strong>“Agency Worker”</strong></td>\r\n<td valign="top">means the individual who is Introduced by the Employment Business to provide services to the Hirer; and/or any officer, employee, worker, or representative of the Intermediary supplied to provide the Assignment.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Agency Workers Regulations”</strong></td>\r\n<td valign="top">means the Agency Workers Regulations 2010;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment”</strong></td>\r\n<td valign="top">means assignment or intermediary services to be performed by the Agency Worker and/or Intermediary for the Hirer for a period of time during which the Agency Worker and/or the Intermediary is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment Details Form”</strong></td>\r\n<td valign="top">means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“AWR Claim”</strong></td>\r\n<td valign="top">means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Calendar Week”</strong></td>\r\n<td valign="top">means any period of seven days starting with the same day as the first day of the First Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Charges”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Conduct Regulations”</strong></td>\r\n<td valign="top">means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Confidential Information”</strong></td>\r\n<td valign="top">means 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 Agency Worker, Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Control”</strong></td>\r\n<td valign="top">means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Data Protection Laws”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Employment Business”</strong></td>\r\n<td valign="top">Zodeq2 Limited. (Registered Company No.10369678) whose registered office is at 1<sup>st</sup> Floor, The Exchange, 1<sup>St</sup> John Street, CH1 1DA.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Engagement”</strong></td>\r\n<td valign="top">means the engagement, employment or use of the Agency Worker and/or the Intermediary''s services or the services of any Agency Worker and/or Intermediary by the Hirer or any third party to whom the Intermediary and/or any Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Intermediary is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer”</strong></td>\r\n<td valign="top">means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker and/or Intermediary is Introduced;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer''s Group”</strong></td>\r\n<td valign="top">means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Intermediary”</strong></td>\r\n<td valign="top">means the self employed person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Introduction”</strong></td>\r\n<td valign="top">means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Intermediary and/or Agency Worker; or (ii) the Hirer’s interview of an Intermediary and/or Agency Worker  (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply an Intermediary and/or Agency Worker; or (iii) the supply of the Agency Worker and/or Intermediary; and, in any case, which leads to an Engagement of the Intermediary and/or the Agency Worker; and “Introduces”, “Introduced” and "Introducing" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Losses”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Period of Extended Hire”</strong></td>\r\n<td valign="top">means any additional period that the Hirer wishes the Agency Worker and/or Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Period”</strong></td>\r\n<td valign="top">means (a) the period of 8 weeks commencing on the day after the <u>last</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the <u>first</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business  or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Terms and Conditions”</strong></td>\r\n<td valign="top">means terms and conditions relating to:\r\n<ol style="list-style-type: lower-alpha;">\r\n 	<li>pay;</li>\r\n 	<li>the duration of working time;</li>\r\n 	<li>night work;</li>\r\n 	<li>rest periods;</li>\r\n 	<li>rest breaks; and</li>\r\n 	<li>annual leave</li>\r\n</ol>\r\nthat are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Remuneration”</strong></td>\r\n<td valign="top">includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker and/or Intermediary for services provided to or on behalf of the Hirer or any third party. Where a company car is provided, a notional amount of £4,000 will be added to the salary in order to calculate the Employment Business'' fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Terms”</strong></td>\r\n<td valign="top">means these terms of business (including the attached schedules) together with any applicable Assignment Details Form and Credit application form;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Transfer Fee”</strong></td>\r\n<td valign="top">means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Vulnerable Person”</strong></td>\r\n<td valign="top">means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Working Time Regulations”</strong></td>\r\n<td valign="top">means the Working Time Regulations 1998.</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.\r\n\r\n1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.\r\n\r\n1.4 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>THE CONTRACT\r\n</strong></span></span>2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Intermediary’s and/or Agency Worker’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 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.2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.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 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 Intermediaries and/or Agency Workers for Assignments with the Hirer.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>HIRER OBLIGATIONS</strong></span></span></span>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:\r\n<div style="margin-left: 25px;">\r\n\r\n3.1.1.     the type of work that the Agency Worker and/or Intermediary would be required to do;\r\n\r\n3.1.2.     the location and hours of work;\r\n\r\n3.1.3.     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 and/or Intermediary to possess in order to work in the position;\r\n\r\n3.1.4.     any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;\r\n\r\n3.1.5.     the date the Hirer requires the Agency Worker and/or Intermediary to commence the Assignment;\r\n\r\n3.1.6.     the duration or likely duration of the Assignment.\r\n\r\n</div>\r\n3.2.         The Hirer 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 Hirer will not do anything to cause the Employment Business 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 the Employment Business 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.\r\n\r\n3.3.            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>AGENCY WORKER REGULATIONS\r\n</strong></span></span>4.1.   The Employment Business and the Hirer shall comply with their respective obligations under the Agency Workers Regulations 2010 (“AWR”) and each party shall provide all requested information to the other party in connection with the AWR. The Employment Business shall pass all information it receives from the Hirer relating to the AWR to any umbrella companies involved.4.2.   Whether or not an Agency Worker has rights as an Agency Worker (as defined under the AWR) will depend on each particular case. Agency Workers engaged under PAYE terms of engagement and Agency Workers supplied through an umbrella company are likely to be classified as Agency Workers under the AWR and will therefore attract obligations for both the Employment Business and the Hirer.4.3.   The Employment Business shall inform the Hirer if any Agency Worker has been assigned to the Hirer at any time during the 6 week period prior to the start date of any Assignment. In the event that any Agency Worker has been on Assignment for 8 continuous weeks, the Employment Business shall notify the Hirer in order that both parties can arrange to comply with their respective obligations under the AWR in respect of any such Agency Worker.4.4.      Each party shall indemnify the other party against any direct claim, direct loss, action, penalty, demand or any liability whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred arising as a result of any incorrect information provided to the other party.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER\r\n</strong></span></span>5.1.  When Introducing an Agency Worker and/or Intermediary to the Hirer the Employment Business shall inform the Hirer:\r\n<div style="margin-left: 25px;">\r\n\r\n5.1.1.     of the identity of the Agency Worker and/or Intermediary;5.1.2.     that the Agency Worker and/or Intermediary has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment;\r\n\r\n5.1.3.     that the Agency Worker and/or Intermediary is willing to work in the Assignment;\r\n\r\n5.1.4.     where applicable details of the Intermediary Services to be provided; and\r\n\r\n5.1.5.     the Charges.\r\n\r\n</div>\r\n5.2            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>TIMESHEETS\r\n</strong></span></span>6.1.         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 the Employment Business'' timesheet verifying the number of hours worked by the Agency Worker and/or Intermediary during that week.6.2.         Signature of the timesheet/approval of an e-timesheets 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 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 Intermediary and/or 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.6.3. 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>CHARGES\r\n</strong></span></span>7.1.  The Hirer agrees to pay the Charges as notified to and agreed with the Hirer. The Charges for Agency Workers and/or Intermediaries are calculated according to the number of hours worked by the Agency Worker and/or Intermediary (to the nearest quarter hour) and comprise where applicable the following:7.1.1.     the Agency Worker’s and/or Intermediary’s hourly rate of pay;7.1.2.     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;\r\n<div style="margin-left: 25px;">\r\n\r\n7.1.3.     any other amounts to which the Agency Worker is entitled under the Agency Workers Regulations, where applicable;7.1.4.     employer’s National Insurance contributions;\r\n\r\n7.1.5.     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\r\n\r\n7.1.6.     the Employment Business'' commission, which is calculated as a percentage of the Agency Worker’s and/or Intermediary’s hourly rate.\r\n\r\n</div>\r\n7.2.         The Employment Business reserves the right to vary the Charges agreed with the Hirer, by giving written notice to the Hirer:\r\n<div style="margin-left: 25px;">\r\n\r\n7.2.1.     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, National Minimum Wage, National Living Wage; and/or7.2.2.     On an annual basis (1st October) the Employment Business reserves the right to review the Hourly Charge Rates applied to the supply of Agency Workers and/or Intermediaries, 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 and/or Intermediary supplied by the Employment Business to the Hirer; and/or\r\n\r\n7.2.3.     if there is any variation in the Relevant Terms and Conditions.\r\n\r\n</div>\r\n7.3.         The Charges are invoiced to the Hirer on a weekly basis and are payable within 14 days of the date of invoice.\r\n\r\n7.4.          A credit limit will be set by the Employment Business to facilitate the credit terms for the Charges agreed. Should the amount due by the Hirer to the Employment Business exceed the credit limit the Employment Business 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 7.3.\r\n\r\n7.5.         In addition to the Charges, the Hirer will pay the Employment Business an amount equal to any bonus that the Hirer awards to the Agency Worker in accordance with clause 4 immediately following any such award and the Employment Business 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 the Employment Business'' 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.\r\n\r\n7.6.          VAT is payable at the applicable rate on the entirety of the Charges and all sums payable under clause 7.3.\r\n\r\n7.7.         The Employment Business reserves the right to charge interest on any overdue amount at the rate of 8% per annum above the base rate from time to time 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 the Employment Business of the reason(s) for such disagreement or request such further information within 7 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 14 days from date of invoice.\r\n\r\n7.8.         In the event that the Hirer’s account falls into default of the agreed payment terms and/or credit limit the Employment Business reserves the right to demand payment of the whole balance outstanding on the account.\r\n\r\n7.9.          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 Business will be allocated first against the debt collection fee, interest costs, late payment charges and legal fees where applicable before being allocated against the principal debt. Debt collection charges are subject to change from time to time. Up to date debt collection charges can be obtained from the Employment Business on application.\r\n\r\n7.10.       No refunds are payable in respect of the Charges of the Employment Business.\r\n\r\n7.11. 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 6.7.</li>\r\n 	<li><span style="color: #1f497d;"><strong>PAYMENT OF THE AGENCY WORKER AND/OR INTERMEDIARY\r\n\r\n</strong></span>8.1. The Employment Business assumes responsibility 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>TRANSFER FEES\r\n</strong></span></span>9.1.  The Hirer shall be liable to pay a Transfer Fee if the Hirer Engages an Intermediary and/or any Agency Worker Introduced by the Employment Business other than via the Employment Business or introduces the Intermediary and/or 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 the Employment Business and:\r\n\r\n9.1.1.     where the Intermediary and/or the Agency Worker has been supplied by the Employment Business, such Engagement takes place during the Assignment or within the Relevant Period; or\r\n\r\n9.1.2.     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.\r\n\r\n(a)            The Transfer Fee shall be calculated as follows: 15% 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.\r\n\r\n9.2.         If the Hirer wishes to Engage the Intermediary and/or the Agency Worker other than via the Employment Business without liability to pay a Transfer Fee, the Hirer may, on giving 91 days written notice to the Employment Business, 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.\r\n\r\n9.3.         During such Period of Extended Hire the Employment Business 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 the Employment Business received the notice in clause 8.2; and the Hirer shall continue to pay the Charges set out in clause 6. If the Employment Business is unable to supply the Intermediary 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 the Employment Business before such Engagement commences, the parties agree that the Transfer Fee shall be due in full.\r\n\r\n9.4.         Where prior to the commencement of the Hirer''s Engagement, other than via the Employment Business, the Employment Business and the Hirer agree that such Engagement will be on the basis of a fixed term of less than 12 months, the Employment Business may, in its absolute discretion, reduce the Transfer Fee as calculated in accordance with clause 9.1.2 (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 the Employment Business reserves the right to recover the balance of the Transfer Fee.\r\n\r\n9.5.         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 the Employment Business 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.\r\n\r\n9.6.      VAT is payable in addition to any Transfer Fee due.</li>\r\n 	<li><span style="color: #1f497d;"><strong>SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>UNSUITABILITY OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TERMINATION OF THE ASSIGNMENT</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CONFIDENTIALITY AND DATA PROTECTION</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>INTELLECTUAL PROPERTY RIGHTS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>LIABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>BRIBERY ACT 2010</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>FORCE MAJEURE</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NOTICES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SEVERABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PUBLICITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>WAIVER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NO PARTNERSHIP</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>ACCRUED RIGHTS AND REMEDIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>RIGHTS OF THIRD PARTIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>GOVERNING LAW AND JURISDICTION</strong></span></li>\r\n</ol>', 'Terms and Conditions Contractor', '', 'inherit', 'closed', 'closed', '', '984-revision-v1', '', '', '2017-01-18 07:06:39', '2017-01-18 07:06:39', '', 984, 'http://54.83.130.196/wdo/WDO_release3/984-revision-v1/', 0, 'revision', '', 0);
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(1087, 42, '2017-01-18 07:09:51', '2017-01-18 07:09:51', '<p style="text-align: center; font-size: 24px;"><span style="color: #1f497d;">Terms of Business &amp; Credit Account Application for the Supply of Agency</span>\r\n<span style="color: #1f497d;"> Workers and or Intermediaries</span></p>\r\n<span style="text-decoration: underline;"><strong><span style="color: #1f497d; text-decoration: underline;">Parties</span></strong></span>\r\n\r\nZodeq2 Limited, a company incorporated in England and Wales with registered number 10369678 whose registered office is at 1st Floor, The Exchange, 1 St John Street, Cheshire, United Kingdom, CH1 1DA (‘’<strong>Employment Business</strong>’’); and\r\n\r\n<strong>(Client name)</strong>, a company incorporated in England and Wales with registered number <strong>(Client registration number)</strong>, whose registered office is at <strong>(Client address)</strong> (‘’<strong>the Client</strong>’’)\r\n\r\nFenix Recruitment Limited, whose office is at 20 Church Road, Hanham, Bristol, BS15 3AB (‘’<strong>the introducer</strong>’’)\r\n\r\n<span style="text-decoration: underline; color: #1f497d;"><strong>BACKGROUND</strong></span>\r\n<ol style="list-style-type: upper-alpha;">\r\n 	<li>The Client wishes to be provided with Temporary Workers and is a client of the Introducer.</li>\r\n 	<li>The Introducer and Zodeq2 Limited have an arrangement in place whereby Zodeq2 Limited provides Temporary Workers to the Introducers clients in certain circumstances. The Introducer is a Recruitment Agent and is responsible for sourcing and introducing the Temporary Workers.</li>\r\n 	<li>The Client wishes to source and Zodeq has agreed to provide Temporary Workers to the Client on the terms and conditions set out in these Terms.</li>\r\n</ol>\r\n<p style="text-align: center;"><span style="color: #1f497d;">TERMS OF BUSINESS WITH A HIRER FOR THE SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES</span></p>\r\n\r\n<ol>\r\n 	<li><span style="color: #1f497d;"><strong>DEFINITIONS AND INTERPRETATION</strong></span>\r\n<div>1.1 In these Terms the following definitions apply:</div>\r\n<table border="0">\r\n<tbody>\r\n<tr>\r\n<td valign="top"><strong>“Agency Worker”</strong></td>\r\n<td valign="top">means the individual who is Introduced by the Employment Business to provide services to the Hirer; and/or any officer, employee, worker, or representative of the Intermediary supplied to provide the Assignment.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Agency Workers Regulations”</strong></td>\r\n<td valign="top">means the Agency Workers Regulations 2010;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment”</strong></td>\r\n<td valign="top">means assignment or intermediary services to be performed by the Agency Worker and/or Intermediary for the Hirer for a period of time during which the Agency Worker and/or the Intermediary is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment Details Form”</strong></td>\r\n<td valign="top">means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“AWR Claim”</strong></td>\r\n<td valign="top">means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Calendar Week”</strong></td>\r\n<td valign="top">means any period of seven days starting with the same day as the first day of the First Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Charges”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Conduct Regulations”</strong></td>\r\n<td valign="top">means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Confidential Information”</strong></td>\r\n<td valign="top">means 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 Agency Worker, Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Control”</strong></td>\r\n<td valign="top">means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Data Protection Laws”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Employment Business”</strong></td>\r\n<td valign="top">Zodeq2 Limited. (Registered Company No.10369678) whose registered office is at 1<sup>st</sup> Floor, The Exchange, 1<sup>St</sup> John Street, CH1 1DA.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Engagement”</strong></td>\r\n<td valign="top">means the engagement, employment or use of the Agency Worker and/or the Intermediary''s services or the services of any Agency Worker and/or Intermediary by the Hirer or any third party to whom the Intermediary and/or any Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Intermediary is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer”</strong></td>\r\n<td valign="top">means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker and/or Intermediary is Introduced;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer''s Group”</strong></td>\r\n<td valign="top">means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Intermediary”</strong></td>\r\n<td valign="top">means the self employed person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Introduction”</strong></td>\r\n<td valign="top">means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Intermediary and/or Agency Worker; or (ii) the Hirer’s interview of an Intermediary and/or Agency Worker  (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply an Intermediary and/or Agency Worker; or (iii) the supply of the Agency Worker and/or Intermediary; and, in any case, which leads to an Engagement of the Intermediary and/or the Agency Worker; and “Introduces”, “Introduced” and "Introducing" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Losses”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Period of Extended Hire”</strong></td>\r\n<td valign="top">means any additional period that the Hirer wishes the Agency Worker and/or Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Period”</strong></td>\r\n<td valign="top">means (a) the period of 8 weeks commencing on the day after the <u>last</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the <u>first</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business  or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Terms and Conditions”</strong></td>\r\n<td valign="top">means terms and conditions relating to:\r\n<ol style="list-style-type: lower-alpha;">\r\n 	<li>pay;</li>\r\n 	<li>the duration of working time;</li>\r\n 	<li>night work;</li>\r\n 	<li>rest periods;</li>\r\n 	<li>rest breaks; and</li>\r\n 	<li>annual leave</li>\r\n</ol>\r\nthat are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Remuneration”</strong></td>\r\n<td valign="top">includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker and/or Intermediary for services provided to or on behalf of the Hirer or any third party. Where a company car is provided, a notional amount of £4,000 will be added to the salary in order to calculate the Employment Business'' fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Terms”</strong></td>\r\n<td valign="top">means these terms of business (including the attached schedules) together with any applicable Assignment Details Form and Credit application form;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Transfer Fee”</strong></td>\r\n<td valign="top">means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Vulnerable Person”</strong></td>\r\n<td valign="top">means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Working Time Regulations”</strong></td>\r\n<td valign="top">means the Working Time Regulations 1998.</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.\r\n\r\n1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.\r\n\r\n1.4 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>THE CONTRACT\r\n</strong></span></span>2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Intermediary’s and/or Agency Worker’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 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.\r\n\r\n2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.\r\n\r\n2.3.  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 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.\r\n\r\n2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when Introducing Intermediaries and/or Agency Workers for Assignments with the Hirer.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>HIRER OBLIGATIONS\r\n\r\n</strong></span></span></span>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:\r\n<div style="margin-left: 25px;">\r\n\r\n3.1.1.     the type of work that the Agency Worker and/or Intermediary would be required to do;\r\n\r\n3.1.2.     the location and hours of work;\r\n\r\n3.1.3.     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 and/or Intermediary to possess in order to work in the position;\r\n\r\n3.1.4.     any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;\r\n\r\n3.1.5.     the date the Hirer requires the Agency Worker and/or Intermediary to commence the Assignment;\r\n\r\n3.1.6.     the duration or likely duration of the Assignment.\r\n\r\n</div>\r\n3.2.         The Hirer 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 Hirer will not do anything to cause the Employment Business 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 the Employment Business 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.\r\n\r\n3.3.            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>AGENCY WORKER REGULATIONS\r\n\r\n</strong></span></span>4.1.   The Employment Business and the Hirer shall comply with their respective obligations under the Agency Workers Regulations 2010 (“AWR”) and each party shall provide all requested information to the other party in connection with the AWR. The Employment Business shall pass all information it receives from the Hirer relating to the AWR to any umbrella companies involved.\r\n\r\n4.2.   Whether or not an Agency Worker has rights as an Agency Worker (as defined under the AWR) will depend on each particular case. Agency Workers engaged under PAYE terms of engagement and Agency Workers supplied through an umbrella company are likely to be classified as Agency Workers under the AWR and will therefore attract obligations for both the Employment Business and the Hirer.\r\n\r\n4.3.   The Employment Business shall inform the Hirer if any Agency Worker has been assigned to the Hirer at any time during the 6 week period prior to the start date of any Assignment. In the event that any Agency Worker has been on Assignment for 8 continuous weeks, the Employment Business shall notify the Hirer in order that both parties can arrange to comply with their respective obligations under the AWR in respect of any such Agency Worker.\r\n\r\n4.4.      Each party shall indemnify the other party against any direct claim, direct loss, action, penalty, demand or any liability whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred arising as a result of any incorrect information provided to the other party.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER\r\n\r\n</strong></span></span>5.1.  When Introducing an Agency Worker and/or Intermediary to the Hirer the Employment Business shall inform the Hirer:\r\n<div style="margin-left: 25px;">\r\n\r\n5.1.1.     of the identity of the Agency Worker and/or Intermediary;5.1.2.     that the Agency Worker and/or Intermediary has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment;\r\n\r\n5.1.3.     that the Agency Worker and/or Intermediary is willing to work in the Assignment;\r\n\r\n5.1.4.     where applicable details of the Intermediary Services to be provided; and\r\n\r\n5.1.5.     the Charges.\r\n\r\n</div>\r\n5.2            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>TIMESHEETS\r\n\r\n</strong></span></span>6.1.         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 the Employment Business'' timesheet verifying the number of hours worked by the Agency Worker and/or Intermediary during that week.\r\n\r\n6.2.         Signature of the timesheet/approval of an e-timesheets 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 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 Intermediary and/or 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.\r\n\r\n6.3. 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>CHARGES\r\n\r\n</strong></span></span>7.1.  The Hirer agrees to pay the Charges as notified to and agreed with the Hirer. The Charges for Agency Workers and/or Intermediaries are calculated according to the number of hours worked by the Agency Worker and/or Intermediary (to the nearest quarter hour) and comprise where applicable the following:7.1.1.     the Agency Worker’s and/or Intermediary’s hourly rate of pay;7.1.2.     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;\r\n<div style="margin-left: 25px;">\r\n\r\n7.1.3.     any other amounts to which the Agency Worker is entitled under the Agency Workers Regulations, where applicable;7.1.4.     employer’s National Insurance contributions;\r\n\r\n7.1.5.     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\r\n\r\n7.1.6.     the Employment Business'' commission, which is calculated as a percentage of the Agency Worker’s and/or Intermediary’s hourly rate.\r\n\r\n</div>\r\n7.2.         The Employment Business reserves the right to vary the Charges agreed with the Hirer, by giving written notice to the Hirer:\r\n<div style="margin-left: 25px;">\r\n\r\n7.2.1.     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, National Minimum Wage, National Living Wage; and/or7.2.2.     On an annual basis (1st October) the Employment Business reserves the right to review the Hourly Charge Rates applied to the supply of Agency Workers and/or Intermediaries, 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 and/or Intermediary supplied by the Employment Business to the Hirer; and/or\r\n\r\n7.2.3.     if there is any variation in the Relevant Terms and Conditions.\r\n\r\n</div>\r\n7.3.         The Charges are invoiced to the Hirer on a weekly basis and are payable within 14 days of the date of invoice.\r\n\r\n7.4.          A credit limit will be set by the Employment Business to facilitate the credit terms for the Charges agreed. Should the amount due by the Hirer to the Employment Business exceed the credit limit the Employment Business 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 7.3.\r\n\r\n7.5.         In addition to the Charges, the Hirer will pay the Employment Business an amount equal to any bonus that the Hirer awards to the Agency Worker in accordance with clause 4 immediately following any such award and the Employment Business 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 the Employment Business'' 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.\r\n\r\n7.6.          VAT is payable at the applicable rate on the entirety of the Charges and all sums payable under clause 7.3.\r\n\r\n7.7.         The Employment Business reserves the right to charge interest on any overdue amount at the rate of 8% per annum above the base rate from time to time 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 the Employment Business of the reason(s) for such disagreement or request such further information within 7 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 14 days from date of invoice.\r\n\r\n7.8.         In the event that the Hirer’s account falls into default of the agreed payment terms and/or credit limit the Employment Business reserves the right to demand payment of the whole balance outstanding on the account.\r\n\r\n7.9.          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 Business will be allocated first against the debt collection fee, interest costs, late payment charges and legal fees where applicable before being allocated against the principal debt. Debt collection charges are subject to change from time to time. Up to date debt collection charges can be obtained from the Employment Business on application.\r\n\r\n7.10.       No refunds are payable in respect of the Charges of the Employment Business.\r\n\r\n7.11. 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 6.7.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>PAYMENT OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></span>8.1. The Employment Business assumes responsibility 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>TRANSFER FEES\r\n</strong></span></span>9.1.  The Hirer shall be liable to pay a Transfer Fee if the Hirer Engages an Intermediary and/or any Agency Worker Introduced by the Employment Business other than via the Employment Business or introduces the Intermediary and/or 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 the Employment Business and:\r\n<div style="margin-left: 25px;">\r\n\r\n9.1.1.     where the Intermediary and/or the Agency Worker has been supplied by the Employment Business, such Engagement takes place during the Assignment or within the Relevant Period; or\r\n\r\n9.1.2.     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.\r\n<div style="margin-left: 25px;">(a)            The Transfer Fee shall be calculated as follows: 15% 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.</div>\r\n</div>\r\n9.2.         If the Hirer wishes to Engage the Intermediary and/or the Agency Worker other than via the Employment Business without liability to pay a Transfer Fee, the Hirer may, on giving 91 days written notice to the Employment Business, 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.\r\n\r\n9.3.         During such Period of Extended Hire the Employment Business 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 the Employment Business received the notice in clause 8.2; and the Hirer shall continue to pay the Charges set out in clause 6. If the Employment Business is unable to supply the Intermediary 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 the Employment Business before such Engagement commences, the parties agree that the Transfer Fee shall be due in full.\r\n\r\n9.4.         Where prior to the commencement of the Hirer''s Engagement, other than via the Employment Business, the Employment Business and the Hirer agree that such Engagement will be on the basis of a fixed term of less than 12 months, the Employment Business may, in its absolute discretion, reduce the Transfer Fee as calculated in accordance with clause 9.1.2 (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 the Employment Business reserves the right to recover the balance of the Transfer Fee.\r\n\r\n9.5.         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 the Employment Business 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.\r\n\r\n9.6.      VAT is payable in addition to any Transfer Fee due.</li>\r\n 	<li><span style="color: #1f497d;"><strong>SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>UNSUITABILITY OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TERMINATION OF THE ASSIGNMENT</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CONFIDENTIALITY AND DATA PROTECTION</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>INTELLECTUAL PROPERTY RIGHTS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>LIABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>BRIBERY ACT 2010</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>FORCE MAJEURE</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NOTICES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SEVERABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PUBLICITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>WAIVER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NO PARTNERSHIP</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>ACCRUED RIGHTS AND REMEDIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>RIGHTS OF THIRD PARTIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>GOVERNING LAW AND JURISDICTION</strong></span></li>\r\n</ol>', 'Terms and Conditions Contractor', '', 'inherit', 'closed', 'closed', '', '984-revision-v1', '', '', '2017-01-18 07:09:51', '2017-01-18 07:09:51', '', 984, 'http://54.83.130.196/wdo/WDO_release3/984-revision-v1/', 0, 'revision', '', 0);
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(1089, 42, '2017-01-18 07:13:37', '2017-01-18 07:13:37', '<p style="text-align: center; font-size: 24px;"><span style="color: #1f497d;">Terms of Business &amp; Credit Account Application for the Supply of Agency</span>\r\n<span style="color: #1f497d;"> Workers and or Intermediaries</span></p>\r\n<span style="text-decoration: underline;"><strong><span style="color: #1f497d; text-decoration: underline;">Parties</span></strong></span>\r\n\r\nZodeq2 Limited, a company incorporated in England and Wales with registered number 10369678 whose registered office is at 1st Floor, The Exchange, 1 St John Street, Cheshire, United Kingdom, CH1 1DA (‘’<strong>Employment Business</strong>’’); and\r\n\r\n<strong>(Client name)</strong>, a company incorporated in England and Wales with registered number <strong>(Client registration number)</strong>, whose registered office is at <strong>(Client address)</strong> (‘’<strong>the Client</strong>’’)\r\n\r\nFenix Recruitment Limited, whose office is at 20 Church Road, Hanham, Bristol, BS15 3AB (‘’<strong>the introducer</strong>’’)\r\n\r\n<span style="text-decoration: underline; color: #1f497d;"><strong>BACKGROUND</strong></span>\r\n<ol style="list-style-type: upper-alpha;">\r\n 	<li>The Client wishes to be provided with Temporary Workers and is a client of the Introducer.</li>\r\n 	<li>The Introducer and Zodeq2 Limited have an arrangement in place whereby Zodeq2 Limited provides Temporary Workers to the Introducers clients in certain circumstances. The Introducer is a Recruitment Agent and is responsible for sourcing and introducing the Temporary Workers.</li>\r\n 	<li>The Client wishes to source and Zodeq has agreed to provide Temporary Workers to the Client on the terms and conditions set out in these Terms.</li>\r\n</ol>\r\n<p style="text-align: center;"><span style="color: #1f497d;">TERMS OF BUSINESS WITH A HIRER FOR THE SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES</span></p>\r\n\r\n<ol>\r\n 	<li><span style="color: #1f497d;"><strong>DEFINITIONS AND INTERPRETATION</strong></span>\r\n<div>1.1 In these Terms the following definitions apply:</div>\r\n<table border="0">\r\n<tbody>\r\n<tr>\r\n<td valign="top"><strong>“Agency Worker”</strong></td>\r\n<td valign="top">means the individual who is Introduced by the Employment Business to provide services to the Hirer; and/or any officer, employee, worker, or representative of the Intermediary supplied to provide the Assignment.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Agency Workers Regulations”</strong></td>\r\n<td valign="top">means the Agency Workers Regulations 2010;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment”</strong></td>\r\n<td valign="top">means assignment or intermediary services to be performed by the Agency Worker and/or Intermediary for the Hirer for a period of time during which the Agency Worker and/or the Intermediary is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment Details Form”</strong></td>\r\n<td valign="top">means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“AWR Claim”</strong></td>\r\n<td valign="top">means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Calendar Week”</strong></td>\r\n<td valign="top">means any period of seven days starting with the same day as the first day of the First Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Charges”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Conduct Regulations”</strong></td>\r\n<td valign="top">means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Confidential Information”</strong></td>\r\n<td valign="top">means 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 Agency Worker, Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Control”</strong></td>\r\n<td valign="top">means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Data Protection Laws”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Employment Business”</strong></td>\r\n<td valign="top">Zodeq2 Limited. (Registered Company No.10369678) whose registered office is at 1<sup>st</sup> Floor, The Exchange, 1<sup>St</sup> John Street, CH1 1DA.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Engagement”</strong></td>\r\n<td valign="top">means the engagement, employment or use of the Agency Worker and/or the Intermediary''s services or the services of any Agency Worker and/or Intermediary by the Hirer or any third party to whom the Intermediary and/or any Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Intermediary is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer”</strong></td>\r\n<td valign="top">means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker and/or Intermediary is Introduced;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer''s Group”</strong></td>\r\n<td valign="top">means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Intermediary”</strong></td>\r\n<td valign="top">means the self employed person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Introduction”</strong></td>\r\n<td valign="top">means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Intermediary and/or Agency Worker; or (ii) the Hirer’s interview of an Intermediary and/or Agency Worker  (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply an Intermediary and/or Agency Worker; or (iii) the supply of the Agency Worker and/or Intermediary; and, in any case, which leads to an Engagement of the Intermediary and/or the Agency Worker; and “Introduces”, “Introduced” and "Introducing" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Losses”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Period of Extended Hire”</strong></td>\r\n<td valign="top">means any additional period that the Hirer wishes the Agency Worker and/or Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Period”</strong></td>\r\n<td valign="top">means (a) the period of 8 weeks commencing on the day after the <u>last</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the <u>first</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business  or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Terms and Conditions”</strong></td>\r\n<td valign="top">means terms and conditions relating to:\r\n<ol style="list-style-type: lower-alpha;">\r\n 	<li>pay;</li>\r\n 	<li>the duration of working time;</li>\r\n 	<li>night work;</li>\r\n 	<li>rest periods;</li>\r\n 	<li>rest breaks; and</li>\r\n 	<li>annual leave</li>\r\n</ol>\r\nthat are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Remuneration”</strong></td>\r\n<td valign="top">includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker and/or Intermediary for services provided to or on behalf of the Hirer or any third party. Where a company car is provided, a notional amount of £4,000 will be added to the salary in order to calculate the Employment Business'' fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Terms”</strong></td>\r\n<td valign="top">means these terms of business (including the attached schedules) together with any applicable Assignment Details Form and Credit application form;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Transfer Fee”</strong></td>\r\n<td valign="top">means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Vulnerable Person”</strong></td>\r\n<td valign="top">means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Working Time Regulations”</strong></td>\r\n<td valign="top">means the Working Time Regulations 1998.</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.\r\n\r\n1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.\r\n\r\n1.4 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>THE CONTRACT\r\n</strong></span></span>2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Intermediary’s and/or Agency Worker’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 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.2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.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 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 Intermediaries and/or Agency Workers for Assignments with the Hirer.</li>\r\n 	<li><span style="color: #1f497d;"><strong>HIRER OBLIGATIONS</strong></span>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:\r\n<div style="margin-left: 25px;">\r\n\r\n3.1.1.     the type of work that the Agency Worker and/or Intermediary would be required to do;\r\n\r\n3.1.2.     the location and hours of work;\r\n\r\n3.1.3.     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 and/or Intermediary to possess in order to work in the position;\r\n\r\n3.1.4.     any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;\r\n\r\n3.1.5.     the date the Hirer requires the Agency Worker and/or Intermediary to commence the Assignment;\r\n\r\n3.1.6.     the duration or likely duration of the Assignment.\r\n\r\n</div>\r\n3.2.         The Hirer 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 Hirer will not do anything to cause the Employment Business 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 the Employment Business 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.\r\n\r\n3.3.            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>AGENCY WORKER REGULATIONS</strong></span></span></span>4.1.   The Employment Business and the Hirer shall comply with their respective obligations under the Agency Workers Regulations 2010 (“AWR”) and each party shall provide all requested information to the other party in connection with the AWR. The Employment Business shall pass all information it receives from the Hirer relating to the AWR to any umbrella companies involved.4.2.   Whether or not an Agency Worker has rights as an Agency Worker (as defined under the AWR) will depend on each particular case. Agency Workers engaged under PAYE terms of engagement and Agency Workers supplied through an umbrella company are likely to be classified as Agency Workers under the AWR and will therefore attract obligations for both the Employment Business and the Hirer.4.3.   The Employment Business shall inform the Hirer if any Agency Worker has been assigned to the Hirer at any time during the 6 week period prior to the start date of any Assignment. In the event that any Agency Worker has been on Assignment for 8 continuous weeks, the Employment Business shall notify the Hirer in order that both parties can arrange to comply with their respective obligations under the AWR in respect of any such Agency Worker.\r\n\r\n4.4.      Each party shall indemnify the other party against any direct claim, direct loss, action, penalty, demand or any liability whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred arising as a result of any incorrect information provided to the other party.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER</strong></span></span></span>5.1.  When Introducing an Agency Worker and/or Intermediary to the Hirer the Employment Business shall inform the Hirer:\r\n<div style="margin-left: 25px;">\r\n\r\n5.1.1.     of the identity of the Agency Worker and/or Intermediary;5.1.2.     that the Agency Worker and/or Intermediary has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment;\r\n\r\n5.1.3.     that the Agency Worker and/or Intermediary is willing to work in the Assignment;\r\n\r\n5.1.4.     where applicable details of the Intermediary Services to be provided; and\r\n\r\n5.1.5.     the Charges.\r\n\r\n</div>\r\n5.2            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>TIMESHEETS</strong></span></span></span>6.1.         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 the Employment Business'' timesheet verifying the number of hours worked by the Agency Worker and/or Intermediary during that week.6.2.         Signature of the timesheet/approval of an e-timesheets 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 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 Intermediary and/or 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.\r\n\r\n6.3. 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>CHARGES</strong></span></span></span>7.1.  The Hirer agrees to pay the Charges as notified to and agreed with the Hirer. The Charges for Agency Workers and/or Intermediaries are calculated according to the number of hours worked by the Agency Worker and/or Intermediary (to the nearest quarter hour) and comprise where applicable the following:7.1.1.     the Agency Worker’s and/or Intermediary’s hourly rate of pay;7.1.2.     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;\r\n<div style="margin-left: 25px;">\r\n\r\n7.1.3.     any other amounts to which the Agency Worker is entitled under the Agency Workers Regulations, where applicable;7.1.4.     employer’s National Insurance contributions;\r\n\r\n7.1.5.     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\r\n\r\n7.1.6.     the Employment Business'' commission, which is calculated as a percentage of the Agency Worker’s and/or Intermediary’s hourly rate.\r\n\r\n</div>\r\n7.2.         The Employment Business reserves the right to vary the Charges agreed with the Hirer, by giving written notice to the Hirer:\r\n<div style="margin-left: 25px;">\r\n\r\n7.2.1.     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, National Minimum Wage, National Living Wage; and/or7.2.2.     On an annual basis (1st October) the Employment Business reserves the right to review the Hourly Charge Rates applied to the supply of Agency Workers and/or Intermediaries, 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 and/or Intermediary supplied by the Employment Business to the Hirer; and/or\r\n\r\n7.2.3.     if there is any variation in the Relevant Terms and Conditions.\r\n\r\n</div>\r\n7.3.         The Charges are invoiced to the Hirer on a weekly basis and are payable within 14 days of the date of invoice.\r\n\r\n7.4.          A credit limit will be set by the Employment Business to facilitate the credit terms for the Charges agreed. Should the amount due by the Hirer to the Employment Business exceed the credit limit the Employment Business 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 7.3.\r\n\r\n7.5.         In addition to the Charges, the Hirer will pay the Employment Business an amount equal to any bonus that the Hirer awards to the Agency Worker in accordance with clause 4 immediately following any such award and the Employment Business 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 the Employment Business'' 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.\r\n\r\n7.6.          VAT is payable at the applicable rate on the entirety of the Charges and all sums payable under clause 7.3.\r\n\r\n7.7.         The Employment Business reserves the right to charge interest on any overdue amount at the rate of 8% per annum above the base rate from time to time 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 the Employment Business of the reason(s) for such disagreement or request such further information within 7 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 14 days from date of invoice.\r\n\r\n7.8.         In the event that the Hirer’s account falls into default of the agreed payment terms and/or credit limit the Employment Business reserves the right to demand payment of the whole balance outstanding on the account.\r\n\r\n7.9.          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 Business will be allocated first against the debt collection fee, interest costs, late payment charges and legal fees where applicable before being allocated against the principal debt. Debt collection charges are subject to change from time to time. Up to date debt collection charges can be obtained from the Employment Business on application.\r\n\r\n7.10.       No refunds are payable in respect of the Charges of the Employment Business.\r\n\r\n7.11. 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 6.7.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>PAYMENT OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></span>8.1. The Employment Business assumes responsibility 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>TRANSFER FEES\r\n</strong></span></span>9.1.  The Hirer shall be liable to pay a Transfer Fee if the Hirer Engages an Intermediary and/or any Agency Worker Introduced by the Employment Business other than via the Employment Business or introduces the Intermediary and/or 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 the Employment Business and:\r\n<div style="margin-left: 25px;">\r\n\r\n9.1.1.     where the Intermediary and/or the Agency Worker has been supplied by the Employment Business, such Engagement takes place during the Assignment or within the Relevant Period; or\r\n\r\n9.1.2.     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.\r\n<div style="margin-left: 25px;">(a)            The Transfer Fee shall be calculated as follows: 15% 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.</div>\r\n</div>\r\n9.2.         If the Hirer wishes to Engage the Intermediary and/or the Agency Worker other than via the Employment Business without liability to pay a Transfer Fee, the Hirer may, on giving 91 days written notice to the Employment Business, 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.\r\n\r\n9.3.         During such Period of Extended Hire the Employment Business 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 the Employment Business received the notice in clause 8.2; and the Hirer shall continue to pay the Charges set out in clause 6. If the Employment Business is unable to supply the Intermediary 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 the Employment Business before such Engagement commences, the parties agree that the Transfer Fee shall be due in full.\r\n\r\n9.4.         Where prior to the commencement of the Hirer''s Engagement, other than via the Employment Business, the Employment Business and the Hirer agree that such Engagement will be on the basis of a fixed term of less than 12 months, the Employment Business may, in its absolute discretion, reduce the Transfer Fee as calculated in accordance with clause 9.1.2 (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 the Employment Business reserves the right to recover the balance of the Transfer Fee.\r\n\r\n9.5.         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 the Employment Business 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.\r\n\r\n9.6.      VAT is payable in addition to any Transfer Fee due.</li>\r\n 	<li><span style="color: #1f497d;"><strong>SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>UNSUITABILITY OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TERMINATION OF THE ASSIGNMENT</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CONFIDENTIALITY AND DATA PROTECTION</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>INTELLECTUAL PROPERTY RIGHTS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>LIABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>BRIBERY ACT 2010</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>FORCE MAJEURE</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NOTICES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SEVERABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PUBLICITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>WAIVER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NO PARTNERSHIP</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>ACCRUED RIGHTS AND REMEDIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>RIGHTS OF THIRD PARTIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>GOVERNING LAW AND JURISDICTION</strong></span></li>\r\n</ol>', 'Terms and Conditions Contractor', '', 'inherit', 'closed', 'closed', '', '984-revision-v1', '', '', '2017-01-18 07:13:37', '2017-01-18 07:13:37', '', 984, 'http://54.83.130.196/wdo/WDO_release3/984-revision-v1/', 0, 'revision', '', 0);
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(1088, 42, '2017-01-18 07:12:15', '2017-01-18 07:12:15', '<p style="text-align: center; font-size: 24px;"><span style="color: #1f497d;">Terms of Business &amp; Credit Account Application for the Supply of Agency</span>\r\n<span style="color: #1f497d;"> Workers and or Intermediaries</span></p>\r\n<span style="text-decoration: underline;"><strong><span style="color: #1f497d; text-decoration: underline;">Parties</span></strong></span>\r\n\r\nZodeq2 Limited, a company incorporated in England and Wales with registered number 10369678 whose registered office is at 1st Floor, The Exchange, 1 St John Street, Cheshire, United Kingdom, CH1 1DA (‘’<strong>Employment Business</strong>’’); and\r\n\r\n<strong>(Client name)</strong>, a company incorporated in England and Wales with registered number <strong>(Client registration number)</strong>, whose registered office is at <strong>(Client address)</strong> (‘’<strong>the Client</strong>’’)\r\n\r\nFenix Recruitment Limited, whose office is at 20 Church Road, Hanham, Bristol, BS15 3AB (‘’<strong>the introducer</strong>’’)\r\n\r\n<span style="text-decoration: underline; color: #1f497d;"><strong>BACKGROUND</strong></span>\r\n<ol style="list-style-type: upper-alpha;">\r\n 	<li>The Client wishes to be provided with Temporary Workers and is a client of the Introducer.</li>\r\n 	<li>The Introducer and Zodeq2 Limited have an arrangement in place whereby Zodeq2 Limited provides Temporary Workers to the Introducers clients in certain circumstances. The Introducer is a Recruitment Agent and is responsible for sourcing and introducing the Temporary Workers.</li>\r\n 	<li>The Client wishes to source and Zodeq has agreed to provide Temporary Workers to the Client on the terms and conditions set out in these Terms.</li>\r\n</ol>\r\n<p style="text-align: center;"><span style="color: #1f497d;">TERMS OF BUSINESS WITH A HIRER FOR THE SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES</span></p>\r\n\r\n<ol>\r\n 	<li><span style="color: #1f497d;"><strong>DEFINITIONS AND INTERPRETATION</strong></span>\r\n<div>1.1 In these Terms the following definitions apply:</div>\r\n<table border="0">\r\n<tbody>\r\n<tr>\r\n<td valign="top"><strong>“Agency Worker”</strong></td>\r\n<td valign="top">means the individual who is Introduced by the Employment Business to provide services to the Hirer; and/or any officer, employee, worker, or representative of the Intermediary supplied to provide the Assignment.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Agency Workers Regulations”</strong></td>\r\n<td valign="top">means the Agency Workers Regulations 2010;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment”</strong></td>\r\n<td valign="top">means assignment or intermediary services to be performed by the Agency Worker and/or Intermediary for the Hirer for a period of time during which the Agency Worker and/or the Intermediary is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment Details Form”</strong></td>\r\n<td valign="top">means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“AWR Claim”</strong></td>\r\n<td valign="top">means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Calendar Week”</strong></td>\r\n<td valign="top">means any period of seven days starting with the same day as the first day of the First Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Charges”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Conduct Regulations”</strong></td>\r\n<td valign="top">means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Confidential Information”</strong></td>\r\n<td valign="top">means 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 Agency Worker, Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Control”</strong></td>\r\n<td valign="top">means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Data Protection Laws”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Employment Business”</strong></td>\r\n<td valign="top">Zodeq2 Limited. (Registered Company No.10369678) whose registered office is at 1<sup>st</sup> Floor, The Exchange, 1<sup>St</sup> John Street, CH1 1DA.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Engagement”</strong></td>\r\n<td valign="top">means the engagement, employment or use of the Agency Worker and/or the Intermediary''s services or the services of any Agency Worker and/or Intermediary by the Hirer or any third party to whom the Intermediary and/or any Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Intermediary is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer”</strong></td>\r\n<td valign="top">means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker and/or Intermediary is Introduced;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer''s Group”</strong></td>\r\n<td valign="top">means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Intermediary”</strong></td>\r\n<td valign="top">means the self employed person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Introduction”</strong></td>\r\n<td valign="top">means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Intermediary and/or Agency Worker; or (ii) the Hirer’s interview of an Intermediary and/or Agency Worker  (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply an Intermediary and/or Agency Worker; or (iii) the supply of the Agency Worker and/or Intermediary; and, in any case, which leads to an Engagement of the Intermediary and/or the Agency Worker; and “Introduces”, “Introduced” and "Introducing" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Losses”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Period of Extended Hire”</strong></td>\r\n<td valign="top">means any additional period that the Hirer wishes the Agency Worker and/or Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Period”</strong></td>\r\n<td valign="top">means (a) the period of 8 weeks commencing on the day after the <u>last</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the <u>first</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business  or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Terms and Conditions”</strong></td>\r\n<td valign="top">means terms and conditions relating to:\r\n<ol style="list-style-type: lower-alpha;">\r\n 	<li>pay;</li>\r\n 	<li>the duration of working time;</li>\r\n 	<li>night work;</li>\r\n 	<li>rest periods;</li>\r\n 	<li>rest breaks; and</li>\r\n 	<li>annual leave</li>\r\n</ol>\r\nthat are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Remuneration”</strong></td>\r\n<td valign="top">includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker and/or Intermediary for services provided to or on behalf of the Hirer or any third party. Where a company car is provided, a notional amount of £4,000 will be added to the salary in order to calculate the Employment Business'' fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Terms”</strong></td>\r\n<td valign="top">means these terms of business (including the attached schedules) together with any applicable Assignment Details Form and Credit application form;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Transfer Fee”</strong></td>\r\n<td valign="top">means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Vulnerable Person”</strong></td>\r\n<td valign="top">means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Working Time Regulations”</strong></td>\r\n<td valign="top">means the Working Time Regulations 1998.</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.\r\n\r\n1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.\r\n\r\n1.4 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>THE CONTRACT\r\n</strong></span></span>2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Intermediary’s and/or Agency Worker’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 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.2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.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 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.\r\n\r\n2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when Introducing Intermediaries and/or Agency Workers for Assignments with the Hirer.</li>\r\n 	<li><span style="color: #1f497d;"><strong>HIRER OBLIGATIONS</strong></span>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:\r\n<div style="margin-left: 25px;">\r\n\r\n3.1.1.     the type of work that the Agency Worker and/or Intermediary would be required to do;\r\n\r\n3.1.2.     the location and hours of work;\r\n\r\n3.1.3.     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 and/or Intermediary to possess in order to work in the position;\r\n\r\n3.1.4.     any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;\r\n\r\n3.1.5.     the date the Hirer requires the Agency Worker and/or Intermediary to commence the Assignment;\r\n\r\n3.1.6.     the duration or likely duration of the Assignment.\r\n\r\n</div>\r\n3.2.         The Hirer 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 Hirer will not do anything to cause the Employment Business 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 the Employment Business 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.\r\n\r\n3.3.            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>AGENCY WORKER REGULATIONS</strong></span></span></span>4.1.   The Employment Business and the Hirer shall comply with their respective obligations under the Agency Workers Regulations 2010 (“AWR”) and each party shall provide all requested information to the other party in connection with the AWR. The Employment Business shall pass all information it receives from the Hirer relating to the AWR to any umbrella companies involved.4.2.   Whether or not an Agency Worker has rights as an Agency Worker (as defined under the AWR) will depend on each particular case. Agency Workers engaged under PAYE terms of engagement and Agency Workers supplied through an umbrella company are likely to be classified as Agency Workers under the AWR and will therefore attract obligations for both the Employment Business and the Hirer.\r\n\r\n4.3.   The Employment Business shall inform the Hirer if any Agency Worker has been assigned to the Hirer at any time during the 6 week period prior to the start date of any Assignment. In the event that any Agency Worker has been on Assignment for 8 continuous weeks, the Employment Business shall notify the Hirer in order that both parties can arrange to comply with their respective obligations under the AWR in respect of any such Agency Worker.\r\n\r\n4.4.      Each party shall indemnify the other party against any direct claim, direct loss, action, penalty, demand or any liability whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred arising as a result of any incorrect information provided to the other party.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER</strong></span></span></span>5.1.  When Introducing an Agency Worker and/or Intermediary to the Hirer the Employment Business shall inform the Hirer:\r\n<div style="margin-left: 25px;">\r\n\r\n5.1.1.     of the identity of the Agency Worker and/or Intermediary;5.1.2.     that the Agency Worker and/or Intermediary has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment;\r\n\r\n5.1.3.     that the Agency Worker and/or Intermediary is willing to work in the Assignment;\r\n\r\n5.1.4.     where applicable details of the Intermediary Services to be provided; and\r\n\r\n5.1.5.     the Charges.\r\n\r\n</div>\r\n5.2            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>TIMESHEETS</strong></span></span></span>6.1.         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 the Employment Business'' timesheet verifying the number of hours worked by the Agency Worker and/or Intermediary during that week.6.2.         Signature of the timesheet/approval of an e-timesheets 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 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 Intermediary and/or 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.\r\n\r\n6.3. 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>CHARGES</strong></span></span></span>7.1.  The Hirer agrees to pay the Charges as notified to and agreed with the Hirer. The Charges for Agency Workers and/or Intermediaries are calculated according to the number of hours worked by the Agency Worker and/or Intermediary (to the nearest quarter hour) and comprise where applicable the following:7.1.1.     the Agency Worker’s and/or Intermediary’s hourly rate of pay;7.1.2.     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;\r\n<div style="margin-left: 25px;">\r\n\r\n7.1.3.     any other amounts to which the Agency Worker is entitled under the Agency Workers Regulations, where applicable;7.1.4.     employer’s National Insurance contributions;\r\n\r\n7.1.5.     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\r\n\r\n7.1.6.     the Employment Business'' commission, which is calculated as a percentage of the Agency Worker’s and/or Intermediary’s hourly rate.\r\n\r\n</div>\r\n7.2.         The Employment Business reserves the right to vary the Charges agreed with the Hirer, by giving written notice to the Hirer:\r\n<div style="margin-left: 25px;">\r\n\r\n7.2.1.     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, National Minimum Wage, National Living Wage; and/or7.2.2.     On an annual basis (1st October) the Employment Business reserves the right to review the Hourly Charge Rates applied to the supply of Agency Workers and/or Intermediaries, 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 and/or Intermediary supplied by the Employment Business to the Hirer; and/or\r\n\r\n7.2.3.     if there is any variation in the Relevant Terms and Conditions.\r\n\r\n</div>\r\n7.3.         The Charges are invoiced to the Hirer on a weekly basis and are payable within 14 days of the date of invoice.\r\n\r\n7.4.          A credit limit will be set by the Employment Business to facilitate the credit terms for the Charges agreed. Should the amount due by the Hirer to the Employment Business exceed the credit limit the Employment Business 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 7.3.\r\n\r\n7.5.         In addition to the Charges, the Hirer will pay the Employment Business an amount equal to any bonus that the Hirer awards to the Agency Worker in accordance with clause 4 immediately following any such award and the Employment Business 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 the Employment Business'' 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.\r\n\r\n7.6.          VAT is payable at the applicable rate on the entirety of the Charges and all sums payable under clause 7.3.\r\n\r\n7.7.         The Employment Business reserves the right to charge interest on any overdue amount at the rate of 8% per annum above the base rate from time to time 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 the Employment Business of the reason(s) for such disagreement or request such further information within 7 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 14 days from date of invoice.\r\n\r\n7.8.         In the event that the Hirer’s account falls into default of the agreed payment terms and/or credit limit the Employment Business reserves the right to demand payment of the whole balance outstanding on the account.\r\n\r\n7.9.          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 Business will be allocated first against the debt collection fee, interest costs, late payment charges and legal fees where applicable before being allocated against the principal debt. Debt collection charges are subject to change from time to time. Up to date debt collection charges can be obtained from the Employment Business on application.\r\n\r\n7.10.       No refunds are payable in respect of the Charges of the Employment Business.\r\n\r\n7.11. 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 6.7.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>PAYMENT OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></span>8.1. The Employment Business assumes responsibility 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>TRANSFER FEES\r\n</strong></span></span>9.1.  The Hirer shall be liable to pay a Transfer Fee if the Hirer Engages an Intermediary and/or any Agency Worker Introduced by the Employment Business other than via the Employment Business or introduces the Intermediary and/or 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 the Employment Business and:\r\n<div style="margin-left: 25px;">\r\n\r\n9.1.1.     where the Intermediary and/or the Agency Worker has been supplied by the Employment Business, such Engagement takes place during the Assignment or within the Relevant Period; or\r\n\r\n9.1.2.     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.\r\n<div style="margin-left: 25px;">(a)            The Transfer Fee shall be calculated as follows: 15% 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.</div>\r\n</div>\r\n9.2.         If the Hirer wishes to Engage the Intermediary and/or the Agency Worker other than via the Employment Business without liability to pay a Transfer Fee, the Hirer may, on giving 91 days written notice to the Employment Business, 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.\r\n\r\n9.3.         During such Period of Extended Hire the Employment Business 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 the Employment Business received the notice in clause 8.2; and the Hirer shall continue to pay the Charges set out in clause 6. If the Employment Business is unable to supply the Intermediary 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 the Employment Business before such Engagement commences, the parties agree that the Transfer Fee shall be due in full.\r\n\r\n9.4.         Where prior to the commencement of the Hirer''s Engagement, other than via the Employment Business, the Employment Business and the Hirer agree that such Engagement will be on the basis of a fixed term of less than 12 months, the Employment Business may, in its absolute discretion, reduce the Transfer Fee as calculated in accordance with clause 9.1.2 (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 the Employment Business reserves the right to recover the balance of the Transfer Fee.\r\n\r\n9.5.         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 the Employment Business 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.\r\n\r\n9.6.      VAT is payable in addition to any Transfer Fee due.</li>\r\n 	<li><span style="color: #1f497d;"><strong>SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>UNSUITABILITY OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TERMINATION OF THE ASSIGNMENT</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CONFIDENTIALITY AND DATA PROTECTION</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>INTELLECTUAL PROPERTY RIGHTS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>LIABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>BRIBERY ACT 2010</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>FORCE MAJEURE</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NOTICES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SEVERABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PUBLICITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>WAIVER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NO PARTNERSHIP</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>ACCRUED RIGHTS AND REMEDIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>RIGHTS OF THIRD PARTIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>GOVERNING LAW AND JURISDICTION</strong></span></li>\r\n</ol>', 'Terms and Conditions Contractor', '', 'inherit', 'closed', 'closed', '', '984-revision-v1', '', '', '2017-01-18 07:12:15', '2017-01-18 07:12:15', '', 984, 'http://54.83.130.196/wdo/WDO_release3/984-revision-v1/', 0, 'revision', '', 0);
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(1090, 42, '2017-01-18 07:18:15', '2017-01-18 07:18:15', '<p style="text-align: center; font-size: 24px;"><span style="color: #1f497d;">Terms of Business &amp; Credit Account Application for the Supply of Agency</span>\r\n<span style="color: #1f497d;"> Workers and or Intermediaries</span></p>\r\n<span style="text-decoration: underline;"><strong><span style="color: #1f497d; text-decoration: underline;">Parties</span></strong></span>\r\n\r\nZodeq2 Limited, a company incorporated in England and Wales with registered number 10369678 whose registered office is at 1st Floor, The Exchange, 1 St John Street, Cheshire, United Kingdom, CH1 1DA (‘’<strong>Employment Business</strong>’’); and\r\n\r\n<strong>(Client name)</strong>, a company incorporated in England and Wales with registered number <strong>(Client registration number)</strong>, whose registered office is at <strong>(Client address)</strong> (‘’<strong>the Client</strong>’’)\r\n\r\nFenix Recruitment Limited, whose office is at 20 Church Road, Hanham, Bristol, BS15 3AB (‘’<strong>the introducer</strong>’’)\r\n\r\n<span style="text-decoration: underline; color: #1f497d;"><strong>BACKGROUND</strong></span>\r\n<ol style="list-style-type: upper-alpha;">\r\n 	<li>The Client wishes to be provided with Temporary Workers and is a client of the Introducer.</li>\r\n 	<li>The Introducer and Zodeq2 Limited have an arrangement in place whereby Zodeq2 Limited provides Temporary Workers to the Introducers clients in certain circumstances. The Introducer is a Recruitment Agent and is responsible for sourcing and introducing the Temporary Workers.</li>\r\n 	<li>The Client wishes to source and Zodeq has agreed to provide Temporary Workers to the Client on the terms and conditions set out in these Terms.</li>\r\n</ol>\r\n<p style="text-align: center;"><span style="color: #1f497d;">TERMS OF BUSINESS WITH A HIRER FOR THE SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES</span></p>\r\n\r\n<ol>\r\n 	<li><span style="color: #1f497d;"><strong>DEFINITIONS AND INTERPRETATION</strong></span>\r\n<div>1.1 In these Terms the following definitions apply:</div>\r\n<table border="0">\r\n<tbody>\r\n<tr>\r\n<td valign="top"><strong>“Agency Worker”</strong></td>\r\n<td valign="top">means the individual who is Introduced by the Employment Business to provide services to the Hirer; and/or any officer, employee, worker, or representative of the Intermediary supplied to provide the Assignment.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Agency Workers Regulations”</strong></td>\r\n<td valign="top">means the Agency Workers Regulations 2010;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment”</strong></td>\r\n<td valign="top">means assignment or intermediary services to be performed by the Agency Worker and/or Intermediary for the Hirer for a period of time during which the Agency Worker and/or the Intermediary is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Assignment Details Form”</strong></td>\r\n<td valign="top">means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“AWR Claim”</strong></td>\r\n<td valign="top">means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Calendar Week”</strong></td>\r\n<td valign="top">means any period of seven days starting with the same day as the first day of the First Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Charges”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Conduct Regulations”</strong></td>\r\n<td valign="top">means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Confidential Information”</strong></td>\r\n<td valign="top">means 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 Agency Worker, Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Control”</strong></td>\r\n<td valign="top">means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Data Protection Laws”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Employment Business”</strong></td>\r\n<td valign="top">Zodeq2 Limited. (Registered Company No.10369678) whose registered office is at 1<sup>st</sup> Floor, The Exchange, 1<sup>St</sup> John Street, CH1 1DA.</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Engagement”</strong></td>\r\n<td valign="top">means the engagement, employment or use of the Agency Worker and/or the Intermediary''s services or the services of any Agency Worker and/or Intermediary by the Hirer or any third party to whom the Intermediary and/or any Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Intermediary is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer”</strong></td>\r\n<td valign="top">means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker and/or Intermediary is Introduced;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Hirer''s Group”</strong></td>\r\n<td valign="top">means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Intermediary”</strong></td>\r\n<td valign="top">means the self employed person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Introduction”</strong></td>\r\n<td valign="top">means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Intermediary and/or Agency Worker; or (ii) the Hirer’s interview of an Intermediary and/or Agency Worker  (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply an Intermediary and/or Agency Worker; or (iii) the supply of the Agency Worker and/or Intermediary; and, in any case, which leads to an Engagement of the Intermediary and/or the Agency Worker; and “Introduces”, “Introduced” and "Introducing" shall be construed accordingly;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Losses”</strong></td>\r\n<td valign="top">means 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;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Period of Extended Hire”</strong></td>\r\n<td valign="top">means any additional period that the Hirer wishes the Agency Worker and/or Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Period”</strong></td>\r\n<td valign="top">means (a) the period of 8 weeks commencing on the day after the <u>last</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the <u>first</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business  or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Relevant Terms and Conditions”</strong></td>\r\n<td valign="top">means terms and conditions relating to:\r\n<ol style="list-style-type: lower-alpha;">\r\n 	<li>pay;</li>\r\n 	<li>the duration of working time;</li>\r\n 	<li>night work;</li>\r\n 	<li>rest periods;</li>\r\n 	<li>rest breaks; and</li>\r\n 	<li>annual leave</li>\r\n</ol>\r\nthat are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Remuneration”</strong></td>\r\n<td valign="top">includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker and/or Intermediary for services provided to or on behalf of the Hirer or any third party. Where a company car is provided, a notional amount of £4,000 will be added to the salary in order to calculate the Employment Business'' fee;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Terms”</strong></td>\r\n<td valign="top">means these terms of business (including the attached schedules) together with any applicable Assignment Details Form and Credit application form;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Transfer Fee”</strong></td>\r\n<td valign="top">means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Vulnerable Person”</strong></td>\r\n<td valign="top">means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and</td>\r\n</tr>\r\n<tr>\r\n<td valign="top"><strong>“Working Time Regulations”</strong></td>\r\n<td valign="top">means the Working Time Regulations 1998.</td>\r\n</tr>\r\n</tbody>\r\n</table>\r\n1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.\r\n\r\n1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.\r\n\r\n1.4 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>THE CONTRACT\r\n\r\n</strong></span></span>2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Intermediary’s and/or Agency Worker’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 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.\r\n\r\n2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.\r\n\r\n2.3.  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 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.\r\n\r\n2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when Introducing Intermediaries and/or Agency Workers for Assignments with the Hirer.</li>\r\n 	<li><span style="color: #1f497d;"><strong>HIRER OBLIGATIONS\r\n\r\n</strong></span>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:\r\n<div style="margin-left: 25px;">\r\n\r\n3.1.1.     the type of work that the Agency Worker and/or Intermediary would be required to do;\r\n\r\n3.1.2.     the location and hours of work;\r\n\r\n3.1.3.     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 and/or Intermediary to possess in order to work in the position;\r\n\r\n3.1.4.     any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;\r\n\r\n3.1.5.     the date the Hirer requires the Agency Worker and/or Intermediary to commence the Assignment;\r\n\r\n3.1.6.     the duration or likely duration of the Assignment.\r\n\r\n</div>\r\n3.2.         The Hirer 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 Hirer will not do anything to cause the Employment Business 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 the Employment Business 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.\r\n\r\n3.3.            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>AGENCY WORKER REGULATIONS\r\n\r\n</strong></span></span></span>4.1.   The Employment Business and the Hirer shall comply with their respective obligations under the Agency Workers Regulations 2010 (“AWR”) and each party shall provide all requested information to the other party in connection with the AWR. The Employment Business shall pass all information it receives from the Hirer relating to the AWR to any umbrella companies involved.\r\n\r\n4.2.   Whether or not an Agency Worker has rights as an Agency Worker (as defined under the AWR) will depend on each particular case. Agency Workers engaged under PAYE terms of engagement and Agency Workers supplied through an umbrella company are likely to be classified as Agency Workers under the AWR and will therefore attract obligations for both the Employment Business and the Hirer.\r\n\r\n4.3.   The Employment Business shall inform the Hirer if any Agency Worker has been assigned to the Hirer at any time during the 6 week period prior to the start date of any Assignment. In the event that any Agency Worker has been on Assignment for 8 continuous weeks, the Employment Business shall notify the Hirer in order that both parties can arrange to comply with their respective obligations under the AWR in respect of any such Agency Worker.\r\n\r\n4.4.      Each party shall indemnify the other party against any direct claim, direct loss, action, penalty, demand or any liability whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred arising as a result of any incorrect information provided to the other party.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER\r\n\r\n</strong></span></span></span>5.1.  When Introducing an Agency Worker and/or Intermediary to the Hirer the Employment Business shall inform the Hirer:\r\n<div style="margin-left: 25px;">\r\n\r\n5.1.1.     of the identity of the Agency Worker and/or Intermediary;5.1.2.     that the Agency Worker and/or Intermediary has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment;\r\n\r\n5.1.3.     that the Agency Worker and/or Intermediary is willing to work in the Assignment;\r\n\r\n5.1.4.     where applicable details of the Intermediary Services to be provided; and\r\n\r\n5.1.5.     the Charges.\r\n\r\n</div>\r\n5.2            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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>TIMESHEETS\r\n\r\n</strong></span></span></span>6.1.         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 the Employment Business'' timesheet verifying the number of hours worked by the Agency Worker and/or Intermediary during that week.\r\n\r\n6.2.         Signature of the timesheet/approval of an e-timesheets 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 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 Intermediary and/or 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.\r\n\r\n6.3. 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>CHARGES\r\n\r\n</strong></span></span></span>7.1.  The Hirer agrees to pay the Charges as notified to and agreed with the Hirer. The Charges for Agency Workers and/or Intermediaries are calculated according to the number of hours worked by the Agency Worker and/or Intermediary (to the nearest quarter hour) and comprise where applicable the following:\r\n<div style="margin-left: 25px;">\r\n\r\n7.1.1.     the Agency Worker’s and/or Intermediary’s hourly rate of pay;7.1.2.     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;\r\n\r\n7.1.3.     any other amounts to which the Agency Worker is entitled under the Agency Workers Regulations, where applicable;7.1.4.     employer’s National Insurance contributions;\r\n\r\n7.1.5.     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\r\n\r\n7.1.6.     the Employment Business'' commission, which is calculated as a percentage of the Agency Worker’s and/or Intermediary’s hourly rate.\r\n\r\n</div>\r\n7.2.         The Employment Business reserves the right to vary the Charges agreed with the Hirer, by giving written notice to the Hirer:\r\n<div style="margin-left: 25px;">\r\n\r\n7.2.1.     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, National Minimum Wage, National Living Wage; and/or7.2.2.     On an annual basis (1st October) the Employment Business reserves the right to review the Hourly Charge Rates applied to the supply of Agency Workers and/or Intermediaries, 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 and/or Intermediary supplied by the Employment Business to the Hirer; and/or\r\n\r\n7.2.3.     if there is any variation in the Relevant Terms and Conditions.\r\n\r\n</div>\r\n7.3.         The Charges are invoiced to the Hirer on a weekly basis and are payable within 14 days of the date of invoice.\r\n\r\n7.4.          A credit limit will be set by the Employment Business to facilitate the credit terms for the Charges agreed. Should the amount due by the Hirer to the Employment Business exceed the credit limit the Employment Business 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 7.3.\r\n\r\n7.5.         In addition to the Charges, the Hirer will pay the Employment Business an amount equal to any bonus that the Hirer awards to the Agency Worker in accordance with clause 4 immediately following any such award and the Employment Business 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 the Employment Business'' 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.\r\n\r\n7.6.          VAT is payable at the applicable rate on the entirety of the Charges and all sums payable under clause 7.3.\r\n\r\n7.7.         The Employment Business reserves the right to charge interest on any overdue amount at the rate of 8% per annum above the base rate from time to time 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 the Employment Business of the reason(s) for such disagreement or request such further information within 7 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 14 days from date of invoice.\r\n\r\n7.8.         In the event that the Hirer’s account falls into default of the agreed payment terms and/or credit limit the Employment Business reserves the right to demand payment of the whole balance outstanding on the account.\r\n\r\n7.9.          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 Business will be allocated first against the debt collection fee, interest costs, late payment charges and legal fees where applicable before being allocated against the principal debt. Debt collection charges are subject to change from time to time. Up to date debt collection charges can be obtained from the Employment Business on application.\r\n\r\n7.10.       No refunds are payable in respect of the Charges of the Employment Business.\r\n\r\n7.11. 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 6.7.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>PAYMENT OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></span>8.1. The Employment Business assumes responsibility 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.</li>\r\n 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>TRANSFER FEES\r\n\r\n</strong></span></span>9.1.  The Hirer shall be liable to pay a Transfer Fee if the Hirer Engages an Intermediary and/or any Agency Worker Introduced by the Employment Business other than via the Employment Business or introduces the Intermediary and/or 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 the Employment Business and:\r\n<div style="margin-left: 25px;">\r\n\r\n9.1.1.     where the Intermediary and/or the Agency Worker has been supplied by the Employment Business, such Engagement takes place during the Assignment or within the Relevant Period; or\r\n\r\n9.1.2.     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.\r\n<div style="margin-left: 25px;">(a)            The Transfer Fee shall be calculated as follows: 15% 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.</div>\r\n</div>\r\n9.2.         If the Hirer wishes to Engage the Intermediary and/or the Agency Worker other than via the Employment Business without liability to pay a Transfer Fee, the Hirer may, on giving 91 days written notice to the Employment Business, 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.\r\n\r\n9.3.         During such Period of Extended Hire the Employment Business 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 the Employment Business received the notice in clause 8.2; and the Hirer shall continue to pay the Charges set out in clause 6. If the Employment Business is unable to supply the Intermediary 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 the Employment Business before such Engagement commences, the parties agree that the Transfer Fee shall be due in full.\r\n\r\n9.4.         Where prior to the commencement of the Hirer''s Engagement, other than via the Employment Business, the Employment Business and the Hirer agree that such Engagement will be on the basis of a fixed term of less than 12 months, the Employment Business may, in its absolute discretion, reduce the Transfer Fee as calculated in accordance with clause 9.1.2 (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 the Employment Business reserves the right to recover the balance of the Transfer Fee.\r\n\r\n9.5.         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 the Employment Business 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.\r\n\r\n9.6.      VAT is payable in addition to any Transfer Fee due.</li>\r\n 	<li><span style="color: #1f497d;"><strong>SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>UNSUITABILITY OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>TERMINATION OF THE ASSIGNMENT</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>CONFIDENTIALITY AND DATA PROTECTION</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>INTELLECTUAL PROPERTY RIGHTS</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>LIABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>BRIBERY ACT 2010</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>FORCE MAJEURE</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NOTICES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>SEVERABILITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>PUBLICITY</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>WAIVER</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>NO PARTNERSHIP</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>ACCRUED RIGHTS AND REMEDIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>RIGHTS OF THIRD PARTIES</strong></span></li>\r\n 	<li><span style="color: #1f497d;"><strong>GOVERNING LAW AND JURISDICTION</strong></span></li>\r\n</ol>', 'Terms and Conditions Contractor', '', 'inherit', 'closed', 'closed', '', '984-revision-v1', '', '', '2017-01-18 07:18:15', '2017-01-18 07:18:15', '', 984, 'http://54.83.130.196/wdo/WDO_release3/984-revision-v1/', 0, 'revision', '', 0);
