Terms of Business for Temporary Staff Services

SUPPLY OF TEMPORARY STAFF SERVICES – CLIENT TERMS OF BUSINESS

1. DEFINITIONS

1.1 In these Terms of Business the following definitions apply:

“Assignment” means the supply of a Temporary Appointee to render services to the Client;

“CALCO” means Calco Services Limited (Company Number 2096554) whose registered office is at Lawrence House 9 Woodside Green London SE25 5EY

“Client” means the person, firm or corporate body together with any subsidiary or associated company as defined by the Companies Act 1985 to whom the Temporary Appointee is supplied or introduced;

“Engagement” means the engagement, employment or use of the Temporary Appointee directly by the Client or any third party or through any other employment business or other third party on a permanent or temporary basis, whether under a contract of service or for services, an agency, licence, franchise or partnership arrangement; or any other engagement, directly or through a limited company of which the Temporary Appointee is an officer or for whom the Temporary Appointee works under a contract of service or for services;

“Introduction” means (i) the Client’s interview of a Temporary Appointee in person or by telephone, following the Client’s instruction to CALCO to supply a Temporary Appointee; or (ii) the passing to the Client of a curriculum vitae or information identifying the Temporary Appointee which leads to his/her Engagement;

“Introduction Fee” means the fee payable in accordance with clause 6.2(b) below and Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003;

“Relevant Period” means the later of either 14 weeks from the first day on which the Temporary Appointee was supplied by CALCO to work for the Client, or 8 weeks from the day after the Temporary Appointee was last supplied by CALCO to the Client;

“Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Temporary Appointee for services rendered to or on behalf of the Client or any third party;

“Temporary Appointee” means the individual who is introduced by CALCO to render services to the Client;

“Transfer Fee” means the fee payable in accordance with clause 6.1(b) below and Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003.

1.2 Unless the context otherwise requires, references to the singular include the plural.
2. THE CONTRACT

2.1 These Terms constitute the contract between CALCO (acting as an Employment Business) and the Client for the supply of the Temporary Appointee’s services to the Client and are deemed to be accepted by the Client by virtue of its request for, interview with or Engagement of the Temporary Appointee or the passing of any information about the Temporary Appointee 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 CALCO, prevail over any terms of business or purchase conditions put forward by the Client.

2.3 No variation or alteration to these Terms shall be valid unless agreed in writing between a director of CALCO and the Client.

3. CHARGES

3.1 The Client agrees to pay the charges of CALCO as notified in writing to the Client. The charges are calculated according to the time worked by the Temporary Appointee. The charges comprise mainly the Temporary Appointee’s pay but also include CALCO’s commission calculated as a percentage of the Temporary Appointee’s pay, any employer’s National Insurance contributions and any travel, hotel or other expenses agreed with the Client or, if not specifically agreed, such expenses as are reasonable. Any expenses paid by CALCO are subject to the addition of a 5% handling charge. If the cost to CALCO of engaging the Temporary Appointee is increased at any time by the introduction, imposition or variation of any National Insurance or other contribution or any tax, levy or other government dues payable or which become payable by CALCO or any statutory or other requirement which increases the direct cost of engaging the Temporary Appointee, the charge shall forthwith be increased by the amount of such increase. VAT, if applicable, is payable on the entirety of these charges and expenses.

3.2 Charges and expenses invoiced to the Client are payable within 7 days, with interest on any overdue amounts at the rate of 4% per annum above the base rate from time to time of National Westminster Bank PLC from the due date until the date of payment.

3.3 There are no rebates payable in respect of the charges of CALCO.

4. TIME SHEETS

4.1 At the end of each week during an Assignment (or at the end of the Assignment if for a period of one week or less) the Client shall sign CALCO’s time sheet verifying the time worked by the Temporary Appointee during that week.

4.2 Signature of the time sheet by the Client is confirmation of the time worked. If the Client is unable to sign a time sheet produced for authentication by the Temporary Appointee because the Client disputes the time claimed, the Client shall inform CALCO as soon as possible and shall co-operate fully and promptly with CALCO to enable CALCO to establish what time was worked by the Temporary Appointee. Failure to sign the time sheet does not absolve the Client’s obligation to pay the charges in respect of the hours worked.

4.3 The Client shall not decline to sign a timesheet if dissatisfied with work performed by the Temporary Appointee but, in cases of unsuitable work, should apply the provisions of clause 10.1.

5. PAYMENT OF THE TEMPORARY APPOINTEE

5.1 CALCO assumes responsibility for payment to or on behalf of the Temporary Appointee and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to the Temporary Appointee.

6. TRANSFER AND INTRODUCTION FEES

6.1 In the event of the Engagement of a Temporary Appointee supplied by CALCO either (1) directly by the Client or (2) by the Client pursuant to being supplied by another employment business or other third party within the Relevant Period the Client shall be liable to either:

a) Subject to the Client so electing within 7 days from being requested by CALCO to do so, such extended period of hire of the Temporary Appointee as shall entitle CALCO to further charges (as set out in clause 3.1 and payable in accordance with clauses 3.2 and 3.3) equal in aggregate to 120% of the Transfer Fee mentioned in clause 6.1(b); or
b) A Transfer Fee equal to 18% of the Remuneration applicable during the first 12 months of the Engagement or of the annualised equivalent if the Engagement is for less than 12 months or, if the actual amount of the Remuneration is not known, the charges referred to in clause 3.1 multiplied by 270 (if charged by the hour) or by 34 (if charged by the day). No refund of the Transfer Fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due.

6.2 If an Introduction of a Temporary Appointee to the Client does not result in the supply of that Temporary Appointee by CALCO to the Client, but leads to an Engagement of the Temporary Appointee by the Client either directly or pursuant to supply by another employment business or other third party, the Client shall be liable to either:

a) Subject to the Client so electing within 7 days from being requested by CALCO to do so, such extended period of hire of the Temporary Appointee as shall entitle CALCO to further charges (as set out in clause 3.1 and payable in accordance with clauses 3.2 and 3.3) equal in aggregate to 120% of the Introduction Fee mentioned in clause 6.2(b); or
b) An Introduction Fee equal to 18% of the Remuneration applicable during the first 12 months of the Engagement or of the annualised equivalent if the Engagement is for less than 12 months or, if the actual amount of the Remuneration is not known, the charges referred to in clause 3.1 multiplied by 270 (if charged by the hour) or by 34 (if charged by the day). 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.

6.3 If the Temporary Appointee is introduced directly or indirectly by the Client to a third party which results in the Engagement of the Temporary Appointee by the third party within the Relevant Period the Client shall be liable to pay a Transfer Fee equal to 18% of the Remuneration applicable during the first 12 months of the Engagement or of the annualised equivalent if the Engagement is for less than 12 months or, if the actual amount of the Remuneration is not known, the charges referred to in clause 3.1 multiplied by 270 (if charged by the hour) or by 34 (if charged by the day). No refund of the Transfer Fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due.

7. HEALTH AND SAFETY AND LIABILITY

7.1 Whilst CALCO makes every effort to maintain its high standards and professional competence and, to the extent that the Client explains to CALCO in writing the nature of the services which the Client wishes the Temporary Appointee to perform, to use reasonable skill to determine the suitability of the Temporary Appointee for the Assignment, CALCO shall not be liable for any loss, expense, damage or delay arising from any failure to provide any Temporary Appointee for all or part of the period of booking or from the negligence, dishonesty, misconduct or lack of skill of the Temporary Appointee. For the avoidance of doubt, CALCO does not exclude liability for death or personal injury arising from its own negligence.

7.2 Temporary Appointees supplied by CALCO are engaged under contracts for services. They are not employees of CALCO but are deemed to be under the supervision, direction and control of the Client from the time they report to take up duties and for the duration of the Assignment. The Client agrees to be responsible for all acts, errors or omissions of the Temporary Appointee, whether wilful, negligent or otherwise, as though the Temporary Appointee was on the payroll of the Client. The Client will also comply in all respects with all statutes including, for the avoidance of doubt, the Working Time Regulations, Health and Safety At Work Act etc, by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the Client’s own staff (excluding the matters specifically mentioned in Clause 5 above), including in particular the provision of adequate Employer’s and Public Liability Insurance cover for the Temporary Appointee during all Assignments. The Client must also satisfy itself that the Temporary Appointee is capable of operating any machinery or equipment to the necessary level, is aware of all risk assessments and requirements, and uses all relevant protective clothing and equipment.

7.3 The Client shall notify CALCO in writing of any special health and safety matters about which CALCO is required to inform the Temporary Appointee and of any requirements imposed by law or by any professional body which must be satisfied if the Temporary Appointee is to fill the Assignment, including any of the special situations mentioned in clause 8. The Client must also give CALCO immediate written notification if any such matters or requirements should arise in the course of an Assignment. The Client will assist CALCO in complying with CALCO’ duties under the Working Time Regulations by supplying any relevant information requested by CALCO and will not do anything to cause CALCO to be in breach of its obligations under these Regulations. Where the Client requires or may require the services of a Temporary Appointee for more than 48 hours in any week, the Client must notify CALCO of this requirement before the commencement of that week.

7.4 The Client undertakes that it knows of no reason why it would be detrimental to the interests of the Temporary Appointee for the Temporary Appointee to fill the Assignment.

7.5 The Client shall keep CALCO fully indemnified against any costs, claims or liabilities incurred by CALCO arising out of any Assignment or arising out of any non-compliance with clauses 7.2 and 7.3 and/or any breach of these Terms by the Client.

8. SPECIAL SITUATIONS

8.1 Where the Client has notified CALCO in writing that the Assignment is such that the Temporary Appointee is required by law, or any professional body to have any qualifications or authorisations to work on the Assignment or that the Assignment involves working with, caring for or attending one or more persons under the age of eighteen or any person who by reason of age, infirmity or otherwise is in need of care or attention, CALCO will take all reasonably practicable steps to obtain and offer to provide copies of any relevant qualifications or authorisations of the Temporary Appointee, two references from persons not related to the Temporary Appointee who have agreed that the references they provide may be disclosed to the Client and will take all reasonably practicable steps to confirm that the Temporary Appointee is suitable for the Assignment. If CALCO is unable to do any of the above it shall inform the Client of the steps it has taken to obtain this information in any event.
9. MOTOR VEHICLES

9.1 The Client shall not permit the use of motor vehicles by the Temporary Appointee until the Client has satisfied itself that a minimum of third party insurance cover is in place and the Client shall keep CALCO fully indemnified against any costs, claims and liability arising from use of motor vehicles whether or not connected with the performance of services for the Client.

10. TERMINATION

10.1 The Client may give immediate dismissal to the Temporary Appointee if a reasonable degree of professional skill is not achieved or for any dishonesty or gross misconduct during the Assignment provided that notification of the unsuitability of the Temporary Appointee is confirmed in writing to CALCO within 48 hours of the termination of the Assignment.

10.2 Any of the Client, CALCO or the Temporary Appointee may terminate an Assignment at any time on 7 days prior notice without liability.

10.3 The Client shall notify CALCO at once and in any event within 24 hours if the Temporary Appointee fails to attend work or notifies the Client that he/she is unable to attend work for any reason.

10.4 CALCO shall notify the Client immediately if it receives information which gives it reasonable grounds to believe that a Temporary Appointee supplied to the Client is unsuitable for the Assignment and in such circumstances CALCO may forthwith terminate the Assignment without notice without any liability to the Client.

11. CONFIDENTIALITY

11.1 All information relating to charges and payments to CALCO shall remain confidential between the Client and CALCO.

12. RIGHTS OF THIRD PARTIES

12.1 It is not intended by the parties hereto that any term of this agreement should benefit or be enforceable by any other party

13. LAW

10.1 These Terms are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales