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From: "Sue@sarahharvey.com" <sue@sarahharvey.com>
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Date: Sun, 3 May 2020 15:02:02 +0100
Subject: Temp terms
Message-Id: <58C16BFD-6912-441D-A802-BD813F84F170@sarahharvey.com>
To: bob@sarahharvey.com

Terms Of Business For The Supply Of Temporary Workers
1. DEFINITIONS
In these terms (=E2=80=9CTerms=E2=80=9D) the following definitions apply:
=E2=80=9CAgency Workers Regulations=E2=80=9D =E2=80=9CAssignment=E2=80=9D
=E2=80=9CAssignment Details Form=E2=80=9D =E2=80=9CAWR Claim=E2=80=9D
=E2=80=9CBooking Details Form=E2=80=9D =E2=80=9CCalendar Week=E2=80=9D
=E2=80=9CCharges=E2=80=9D =E2=80=9CClient=E2=80=9D
=E2=80=9CClient=E2=80=99s Group=E2=80=9D
=E2=80=9CComparable Employee=E2=80=9D
=E2=80=9CConduct Regulations=E2=80=9D =E2=80=9CControl=E2=80=9D
=E2=80=9CEngagement=E2=80=9D
=E2=80=9CExtended Period of Hire=E2=80=9D
=E2=80=9CTemporary Worker=E2=80=9D =E2=80=9CIntroduction=E2=80=9D
=E2=80=9CMaternity Grounds=E2=80=9D
means the Agency Workers Regulations 2010 or the Agency Workers (Northern Ir=
eland) Regulations 2011 (as appropriate);
means the period during which the Temporary Worker is supplied by Randstad t=
o provide services to the Client;
means written confirmation of the assignment details as agreed with the Clie=
nt;
means any claim or potential claim by the Temporary Worker against the Clien=
t and/or Randstad for any breach of the Agency Workers Regulations;
means written confirmation of the Assignment details agreed with the Client p=
rior to commencement of the Assignment; means any period of seven days start=
ing with the first day of the relevant Assignment;
means the hourly charge payable for each Temporary Worker=E2=80=99s services=
 calculable in accordance with clause 5.1.
means the person, firm or corporate body together with any subsidiary or ass=
ociated person, firm or corporate body (as the case may be) to whom the Temp=
orary Worker is Introduced;
means (a) any individual, company, partnership, statutory body or other enti=
ty which from time to time Controls the Client, including (but not limited t=
o) 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 fro=
m time to time is Controlled by or is under common Control with the Client, i=
ncluding (but not limited to) as a subsidiary or holding company as defined i=
n section 1159 of the Companies Act 2006;
means an employee (or directly recruited temporary worker) of the Client who=
 (a) works for and under the supervision of the Client and is engaged in the=
 same or broadly similar work as the Temporary Worker having regard, where r=
elevant, to whether the employee (or directly recruited temporary worker) an=
d the Temporary Worker have a similar level of qualification and skill; and w=
orks or is based at the same establishment as the Flex associate or, where t=
here is no comparable employee working or based at that establishment who sa=
tisfies the requirements of (a) above, works or is based at a different esta=
blishment and satisfies those requirements.
means the Conduct of Employment Agencies and Employment Businesses Regulatio=
ns 2003 (as amended) or the Conduct of Employment Agencies and Employment Bu=
sinesses Regulations (Northern Ireland) 2005 (as amended);
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) t=
he power to direct or cause the direction of the affairs and/or general mana=
gement of the company, partnership, statutory body or other entity in questi=
on, whether through the ownership of voting capital, by contract or otherwis=
e, and =E2=80=9CControls=E2=80=9D and =E2=80=9CControlled=E2=80=9D shall be c=
onstrued accordingly;
means the engagement, employment or use of the Temporary Worker by the Clien=
t or by any third party to whom the Temporary Worker has been introduced by t=
he Client on a permanent or temporary basis, whether under a contract of ser=
vice or for services; an agency, license, franchise or partnership arrangeme=
nt; or any other engagement; or through any other employment business; or th=
rough a corporate body of which the Temporary Worker is an officer, employee=
 or other representative; and =E2=80=9CEngage=E2=80=9D, =E2=80=9CEngages=E2=80=
=9D and =E2=80=9CEngaged=E2=80=9D shall be construed accordingly;
means the Client=E2=80=99s option to continue to hire the Temporary Worker f=
or a period of 26 weeks beyond the duration of the original Assignment or se=
ries of Assignments as an alternative to paying a Transfer Fee;
means the individual who is engaged by Randstad and Introduced by Randstad t=
o provide services to the Client;
means (i) the passing to the Client of a curriculum vitae or information whi=
ch identifies the Temporary Worker; or (ii) the Client=E2=80=99s interview o=
f a Temporary Worker (in person or by telephone or by any other means), foll=
owing the Client=E2=80=99s instruction to Randstad to supply a Temporary Wor=
ker; or (iii) the supply of a Temporary Worker; and =E2=80=9CIntroduces=E2=80=
=9D and =E2=80=9CIntroduced=E2=80=9D shall be construed accordingly;
means the ending of the supply of a Temporary Worker in consequence of actio=
n taken pursuant to regulation 16A(2) or 17(A) of the Management of Health a=
nd Safety at Work Regulations 1999 or regulation 20 of the Conduct Regulatio=
ns.
 Randstad Solutions Limited Registered in England No: 02389033. Registered O=
ffice: 450 Capability Green, Luton, Bedfordshire, LU1 3LU

2.
2.1
2.2 2.3 2.4
3.
3.1
3.2
3.3
3.4 3.5
THE CONTRACT
These Terms together and any applicable Booking Details Form (=E2=80=9CTerms=
=E2=80=9D) constitute the contract between Randstad and the Client for the s=
upply of the Temporary Worker services by Randstad to the Client and are dee=
med to be accepted by the Client by virtue of its request for, interview wit=
h or Engagement of the Temporary Worker, or the passing of any information b=
y the Client about a Temporary Worker to any third party following an Introd=
uction. By accepting these terms the Client confirms that it has complied wi=
th any purchase order system it may have from time to time.
These Terms contain the entire agreement between the parties and unless othe=
rwise agreed in writing by a Director of Randstad, these Terms prevail over a=
ny terms of business or purchase conditions (or similar) put forward by the C=
lient or Randstad.
Subject to Clause 5.3 no variation or alteration to these Terms shall be val=
id unless the details of such variation are agreed between a Director of Ran=
dstad and the Client and are set out in writing and a copy of the varied Ter=
ms is given to the Client stating the date on or after which such varied Ter=
ms shall apply.
Randstad shall act as an employment business (as defined in Section 13(3) of=
 the Employment Agencies Act 1973) when Introducing Temporary Workers for As=
signments with the Client.
CLIENT OBLIGATIONS
To enable Randstad to comply with its obligations under the Conduct Regulati=
ons the Client undertakes to provide to Randstad details of the position whi=
ch the Client seeks to fill, including the following:
3.1.1 the type of work that the Temporary Worker would be required to do;
3.1.2 the location and hours of work;
3.1.3 the experience, training, qualifications and any authorisation which t=
he Client considers necessary or which are required by law or any profession=
al body for the
Temporary Worker to possess in order to work in the position;
3.1.4 any risks to health or safety known to the Client and what steps the C=
lient has taken to prevent or control such risks;
3.1.5 the date the Client requires the Temporary Worker to commence the Assi=
gnment;
3.1.6 the duration or likely duration of the Assignment;
3.1.7 the minimum rate of pay, expenses and any other benefits that would be=
 offered.
The Client will assist Randstad in complying with Randstad=E2=80=99s duties u=
nder the Working Time Regulations 1998 (as amended) by supplying any relevan=
t information about the Assignment requested by Randstad and the Client will=
 not do anything to cause Randstad to be in breach of its obligations under t=
hese Regulations. If the Client requires the services of a Temporary Worker f=
or more than 48 hours in any week during the course of an Assignment, the Cl=
ient must notify Randstad 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 Client requires the Tempor=
ary Worker to work in excess of 48 hours.
The Client shall not allow any Temporary Worker to use any motor vehicle or m=
echanised equipment unless that Temporary Worker is comprehensively insured b=
y the Client against all risks and the Client hereby indemnifies Randstad ag=
ainst any actions, claims, costs, expenses, damages and liabilities resultin=
g from breach of this provision.
The Client shall provide such personal protective equipment (=E2=80=9CPPE=E2=
=80=9D) and clothing necessary to ensure the health, safety and welfare of t=
he Temporary Worker without charge to Randstad.
The Client will comply with its obligations under Regulations 12 (Rights of a=
gency workers in relation to access to collective facilities and amenities) a=
nd 13 (Rights of agency workers in relation to access to employment) of the A=
gency Workers Regulations.
=E2=80=9CQualifying Period=E2=80=9D
=E2=80=9CRandstad=E2=80=9D =E2=80=9CRelevant Period=E2=80=9D
=E2=80=9CRelevant Terms and Conditions=E2=80=9D
=E2=80=9CSalary=E2=80=9D
=E2=80=9CTransfer Fee=E2=80=9D =E2=80=9CVulnerable Person=E2=80=9D
means 12 Calendar Weeks during which the Temporary Worker works in the same r=
ole with the Client during one or more Assignments, and as further defined i=
n regulation 7 Agency Workers Regulations;
Randstad Solutions Limited (Company No.2389033) of 450 Capability Green, Lut=
on, Bedfordshire, LU1 3LU;
means the later of (a) the period of 8 weeks commencing on the day after the=
 last day on which the Temporary Worker worked for the Client having been su=
pplied by Randstad; or (b) the period of 14 weeks commencing on the first da=
y on which the Temporary Worker worked for the Client having been supplied b=
y Randstad or 14 weeks from the first day of the most recent Assignment wher=
e there has been a break of more than 6 weeks (42 days) since any previous a=
ssignment;
means terms and conditions relating to: pay;
the duration of working time;
night work;
rest periods;
rest breaks; and
annual leave
that are ordinarily included in the contracts of employees or workers (as ap=
propriate) of the Client whether by collective agreement or otherwise and in=
cluding (for the avoidance of doubt and without limitation) any basic workin=
g and employment conditions that have become contractual by virtue of custom=
 and practice, including copies of all relevant documentation;
includes gross base salary or fees, guaranteed and/or anticipated bonus and c=
ommission earnings, allowances, inducement payments, the benefit of a compan=
y car and all other payments and taxable (and, where applicable, non-taxable=
) emoluments payable to or receivable by the Temporary Worker for services p=
rovided to or on behalf of the Client or any third party;
means the fee payable in accordance with clause 7 of these Terms and Regulat=
ion 10 of the Conduct Regulations;
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.
Unless the context otherwise requires, references to the singular include th=
e plural and references to the masculine include the feminine and vice versa=
. The headings contained in these Terms are for convenience only and do not a=
ffect their interpretation.
 Randstad Solutions Limited Registered in England No: 02389033. Registered O=
ffice: 450 Capability Green, Luton, Bedfordshire, LU1 3LU

3.6 To enable Randstad to comply with its obligations under the Agency Worke=
rs Regulations, the Client undertakes as soon as possible prior to the comme=
ncement of each Assignment and during each Assignment (as appropriate) and a=
t any time at Randstad=E2=80=99s request:
3.6.1 to inform Randstad of any Calendar Weeks in which the relevant Tempora=
ry Worker has worked in the same or a similar role with the Client via any t=
hird party prior to the date of commencement of the relevant Assignment and/=
or during the relevant Assignment which count or may count towards the Quali=
fying Period;
3.6.2 if, the Temporary Worker has worked in the same or a similar role with=
 the Client via any third party prior to the date of commencement of the rel=
evant Assignment and/ or works in the same or a similar role with the Client=
 via any third party during the relevant Assignment, to provide Randstad wit=
h all the details of such work, including (without limitation) details of wh=
ere, when and the period(s) during which such work was undertaken and any ot=
her details requested by Randstad;
3.6.3 to inform Randstad if, the Temporary Worker has prior to the date of c=
ommencement of the relevant Assignment and/or during the relevant Assignment=
: 3.6.3.1 completed two or more assignments with the Client;
3.6.3.2 completed at least one assignment with the Client and one or more ea=
rlier assignments with any member of the Client=E2=80=99s Group and/or worke=
d in more than two roles during an assignment with the Client and on at leas=
t two occasions worked in a role that was not the same role as the previous r=
ole.
3.6.4 save where the Agency Worker will not complete the Qualifying Period d=
uring the term of the Assignment, to:
3.6.4.1 provide Randstad with written details of the basic working and emplo=
yment conditions the Temporary Worker would be entitled to for doing the sam=
e job if the Temporary Worker had been recruited directly by the Client as a=
n employee or worker at the time the Qualifying Period commenced or with tho=
se of a Comparable Employee, such basic working and employment conditions be=
ing the Relevant Terms and Conditions;
3.6.4.2 inform Randstad in writing whether the Relevant Terms and Conditions=
 provided are those of a hypothetical directly recruited employee or worker o=
r those of a Comparable Employee;
3.6.4.3 if the Relevant Terms and Conditions provided are those of a Compara=
ble Employee, provide Randstad with a written explanation of the basis on wh=
ich the Client considers that the relevant individual is a Comparable Employ=
ee; and
3.6.4.4 inform Randstad in writing of any variations in the Relevant Terms a=
nd Conditions made at any time during the relevant Assignment after the Qual=
ifying Period commenced; and
3.6.4.5 provide Randstad with written details of its pay and benefits struct=
ures and appraisal processes and any variations of the same.
3.7 For the purpose of awarding any bonus to which the Temporary Worker may b=
e entitled under the Agency Workers Regulations, the Client will:
3.7.1 integrate the Temporary Worker into its relevant performance appraisal=
 system;
3.7.2 assess the Temporary Worker=E2=80=99s performance;
3.7.3 provide Randstad with copies of all documentation relating to any appr=
aisal of the Temporary Worker, including without limitation written details o=
f the outcome of any
appraisal and the amount of any bonus awarded; and
3.7.4 provide Randstad with all other assistance it may request in connectio=
n with the assessment of the Temporary Worker=E2=80=99s performance for the p=
urpose of awarding any
bonus.
3.8 The Client will comply with all Randstad=E2=80=99s requests for informat=
ion and any other requirements to enable it to comply with the Agency Worker=
s Regulations.
3.9 The Client warrants that:
3.9.1 all information and documentation supplied to Randstad in accordance w=
ith clauses 3.6, 3.7 and 3.8 is complete, accurate and up-to-date; and
3.9.2 it will, during the term of the relevant Assignment, immediately infor=
m Randstad in writing of any subsequent change in any information or documen=
tation provided in
accordance with clauses 3.6, 3.7 and 3.8;
3.10 The Client shall inform Randstad in writing of any:
3.10.1 oral or written complaint the Temporary Worker makes to the Client wh=
ich is or may be a complaint connected with rights under the Agency Workers R=
egulations; and
3.10.2 written request for information relating to the Relevant Terms and Co=
nditions that the Client receives from the Temporary Worker
as soon possible but no later than 7 (seven) calendar days from the day on w=
hich any such oral complaint is made to or written complaint or request is r=
eceived by the Client and the Client will take such action and give such inf=
ormation and assistance as Randstad may request, and within any timeframe re=
quested by Randstad, in order to resolve any such complaint or to provide an=
y such information in a written statement to the Temporary Worker within 28 d=
ays of the Client=E2=80=99s receipt of such a request in accordance with Reg=
ulation 16 of the Agency Workers Regulations and the Client will provide Ran=
dstad with a copy of any such written statement.
3.11 In the event that an Assignment is ended on Maternity Grounds the Clien=
t will continue to pay Randstad the Charges for the original intended durati=
on or likely duration, whichever is the longer, of the Assignment which ende=
d when the supply of the Temporary Worker was ended on Maternity Grounds.
4. TIMESHEETS
4.1 At the end of each week of an Assignment (or at the end of the Assignmen=
t where it is for a period of 1 week or less) the Client shall sign Randstad=
=E2=80=99s timesheet verifying the number of hours worked by the Temporary W=
orker during that week.
4.2 Signature of the timesheet by the Client is confirmation of the number o=
f hours worked. If the Client is unable to sign a timesheet produced for aut=
hentication by the Temporary Worker because the Client disputes the hours cl=
aimed, the Client shall inform Randstad as soon as is reasonably practicable=
 and shall co-operate fully and in a timely fashion with Randstad to enable R=
andstad to establish what hours, if any, were worked by the Temporary Worker=
. Failure to sign the timesheet does not absolve the Client of its obligatio=
n to pay the Charges in respect of the hours worked.
4.3 The Client shall not be entitled to decline to sign a timesheet on the b=
asis that it is dissatisfied with the work performed by the Temporary Worker=
. In the event that the Client is dissatisfied with the Temporary Worker the=
 provisions of clause 9.1 below shall apply.
5. CHARGES
5.1 The Client agrees to pay Randstad=E2=80=99s Charges as notified to and a=
greed with the Client. The Charges are calculated according to the number of=
 hours worked by the Temporary Worker (to the nearest quarter hour) and comp=
rise the following:
5.1.1 the Temporary Worker=E2=80=99s hourly rate of pay;
5.1.2 an amount equal to any statutory leave to which the Temporary Worker i=
s entitled and which is accrued during the course of an Assignment;
5.1.3 employer=E2=80=99s National Insurance contributions;
5.1.4 any travel, hotel or other expenses as may have been agreed with the C=
lient or, if there is no such agreement, such expenses as are reasonable; an=
d
5.1.5 Randstad=E2=80=99s commission, which is calculated as a percentage of t=
he Temporary Worker=E2=80=99s hourly rate.
5.2 Unless agreed otherwise between the Parties in writing, hours worked in e=
xcess of 37.5 hours per week and Saturday hours will be charged at time and o=
ne half. Sundays and Bank Holidays will be charged at double time
5.3 Randstad reserves the right to vary the Charges agreed with the Client, b=
y giving written notice to the Client:
5.3.1 in order to comply with any additional liability imposed by statute or=
 other legal requirement or entitlement, including but not limited to the Ag=
ency Workers Regulations; and/or
5.3.2 if there is any variation in the Relevant Terms and Conditions.
Randstad Solutions Limited Registered in England No: 02389033. Registered Of=
fice: 450 Capability Green, Luton, Bedfordshire, LU1 3LU
=20
5.4 The Charges are invoiced to the Client on a weekly basis and are payable=
 within 14 days of the date of the invoice. VAT is payable at the applicable=
 rate on the entirety of these Charges.
5.5 Randstad reserves the right to charge interest under the Late Payment of=
 Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due d=
ate at the rate of 8% per annum
above the base rate from time to time of the Bank of England from the due da=
te until the date of payment.
5.6 No refunds are payable in respect of theCharges.
5.7 The Client=E2=80=99s obligations under this clause 5 shall be performed w=
ithout any right of the Client to invoke set-off, deductions, withholdings o=
r other similar rights.
5.8 The Client agrees that payments made directly to Temporary Workers or ad=
vance payments to Temporary Workers are not permitted and shall not form gro=
unds for discharge or
redemption of the Charges.
5.9 If the Client wishes to appeal against Randstad=E2=80=99s invoice, the C=
lient must do so in writing within seven days from the date of invoice. Afte=
r this period no claim will be processed and the
Client shall not have a right of appeal.
5.10 Should Randstad incur any costs in recovering any overdue payment from t=
he Client (including the full costs of legal representation and proceedings,=
 judicial or otherwise), the Client shall
pay those costs in full. Sums payable in accordance with this clause 5 shall=
 become due, without need for further proof, when either legal representatio=
n is called upon or the claim is
referred for debt collection.
5.11 In addition to the Charges, the Client will pay Randstad an amount equa=
l to any bonus that the Client awards to the Temporary Worker in accordance w=
ith clause 3.7 immediately following
any such award and Randstad will pay any such bonus to the Temporary Worker.=

6. PAYMENT OF THE TEMPORARY WORKER
Randstad assumes responsibility for paying the Temporary Worker and where ap=
propriate, for the deduction and payment of National Insurance Contributions=
 and PAYE Income Tax applicable to the Temporary Worker pursuant to sections=
 44-47 of the Income Tax (Earnings and Pensions) Act 2003 and for payment of=
 statutory maternity/paternity pay and holiday.
7. TRANSFER FEES
7.1 The Client shall be liable to pay a Transfer Fee if the Client Engages a=
 Temporary Worker Introduced by Randstad, either directly or through another=
 employment business, or introduces the Temporary Worker to a third party an=
d such introduction results in an Engagement of the Temporary Worker by the t=
hird party and:
7.11 where the Temporary Worker has been supplied by Randstad, such Engageme=
nt takes place during the Assignment or within the Relevant Period; or 7.1.2=
 where the Temporary Worker has not been supplied, such Engagement takes pla=
ce within 6 months from the date of the Introduction to the Client.
7.2 The Transfer Fee shall be calculated as follows:
if the Temporary Worker is to be Engaged by the Client on an annual Salary b=
asis the Client shall pay a percentage of the Salary payable to the Temporar=
y Worker during the first 12 months of the Engagement as follows:
  Annual Salary (=C2=A3)
Up to and including 35,000 35,001 and above
% Transfer Fee
25 30
      If the Temporary Worker is to be Engaged on a temporary or contract ba=
sis a Transfer Fee shall be payable in accordance with Clause 7.7.
7.3 If, for the purposes of clause 7.2, the actual amount of the Salary is n=
ot known Randstad will charge a Transfer Fee based on a reasonable Salary fo=
r the role, given any information Randstad may have on broadly comparable po=
sitions in the region.
7.4 A minimum Transfer Fee of =C2=A31,000 is chargeable for all Engagements a=
nd an administration fee of =C2=A3250 applies in addition to the Transfer Fe=
e.
7.5 If the Client wishes to Engage the Temporary Worker either directly or t=
hrough another employment business, without liability to pay a Transfer Fee t=
he Client may, on giving one week=E2=80=99s written notice to Randstad, enga=
ge the Temporary Worker for an Extended Period of Hire.
7.6 During such Extended Period of Hire Randstad shall supply the Temporary W=
orker on the same terms on which s/he has or would have been supplied during=
 the Assignment and in any case on terms no less favourable than those terms=
 which applied immediately before Randstad received the notice in clause 7.5=
; and the Client shall continue to pay the Charges set out in clause 5. If R=
andstad is unable to supply the Temporary Worker for any reason outside its c=
ontrol for the whole or any part of the Extended Period of Hire; or the Clie=
nt does not wish to hire the Temporary Worker on the same terms as the Assig=
nment; but the Temporary Worker is Engaged by the Client, the Client shall p=
ay the Transfer Fee, reduced pro-rata to reflect
any Charges paid by the Client during any part of the Extended Period of Hir=
e worked by the Temporary Worker before being Engaged by the Client. If the C=
lient fails to give notice of their intention to Engage the Temporary Worker=
 before the Engagement commences, the parties agree that the Transfer Fee sh=
all be due in full.
7.7 Where prior to the commencement of the Engagement Randstad and the Clien=
t agree that the Engagement will be on the basis of a fixed term of less tha=
n 12 months, the Client shall pay a Transfer Fee as follows:
 Fixed term contracts of more than 6 months Annual Salary (=C2=A3)
Up to and including 35,000
35,001 and above
% Transfer Fee to be applied pro rata
25 30
         Fixed term contracts up to (and including) 6 months
  Annual Salary (=C2=A3)
Up to and including 35,000 35,001 and above
% Transfer Fee to be applied pro rata
30 35
      EXAMPLE: For a fixed term Engagement of 5 months on an annual salary o=
f =C2=A330,000 the Transfer Fee is: 30,000 x 0.30 =3D 9,000 9,000/12 =3D 750=

750 x 5 =3D =C2=A33,750
This Transfer Fee is subject to the Client Engaging the Temporary Worker for=
 the agreed fixed term. Should the Client extend the Temporary Worker=E2=80=99=
s Engagement or re-Engage the Temporary Worker within 12 months from the com=
mencement of the initial fixed term Engagement Randstad reserves the right t=
o charge the Client an additional Transfer Fee in accordance with this Claus=
e 7.7.
7.8 No refund of the Transfer Fee will be paid in the event that the Engagem=
ent by the Client, either directly or through another employment business, o=
r by a third party, terminates or terminates before the end of the fixed ter=
m referred to in Clause 7.7.
VAT is payable in addition to any fee due.
Randstad Solutions Limited Registered in England No: 02389033. Registered Of=
fice: 450 Capability Green, Luton, Bedfordshire, LU1 3LU
=20
8. SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS
8.1 Subject to the Client=E2=80=99s compliance with clauses 3.1 and 8.2, whe=
re the Temporary Worker is required by law, or any professional body to have=
 any qualifications or authorisations to work on the Assignment or the Assig=
nment involves working with, caring for or attending one or more Vulnerable P=
ersons Randstad will use its reasonable endeavours to obtain and offer to pr=
ovide copies to the Client of:
8.1.1 any relevant qualifications or authorisations of the Temporary Worker;=
 and
8.1.2 two references from persons who are not relatives of the Temporary Wor=
ker and who have agreed that the references they provide may be disclosed to=
 the Client;
and such other reasonably practicable steps as are required to confirm that t=
he Temporary Worker is suitable for the Assignment. If Randstad has taken re=
asonably practicable steps to obtain the information above and has been unab=
le to do so fully it shall inform the Client of the steps it has taken to ob=
tain this information in any event.
8.2 The Client shall advise Randstad at the time of instructing Randstad to s=
upply a Temporary Worker, or if it is not reasonably practicable, at the ver=
y latest, prior to the commencement of the Assignment, whether during the co=
urse of the Assignment, the Temporary Worker will be required to work with, c=
are for or attend one or more Vulnerable Persons or engage in activity or ot=
herwise be working in a position covered by the Safeguarding Vulnerable Grou=
ps Act 2006 or equivalent legislation in Scotland or Northern Ireland.
8.3 The Client shall assist Randstad by providing any information required t=
o allow Randstad to comply with its statutory obligations under the Safeguar=
ding Vulnerable Groups Act 2006 or equivalent legislation in Scotland or Nor=
thern Ireland and to allow Randstad to select a suitable Temporary Worker fo=
r the Assignment.
8.4 In particular in the event that the Client removes a Temporary Worker fr=
om an Assignment in circumstances which would require Randstad to provide in=
formation to the Independent Safeguarding Authority or equivalent authority u=
nder the Safeguarding Vulnerable Groups Act 2006 or equivalent legislation i=
n Scotland or Northern Ireland, the Client will provide sufficient informati=
on to Randstad to allow it to discharge its statutory obligations.
9. UNSUITABILITY OF THE TEMPORARY WORKER
9.1 The Client undertakes to supervise the Temporary Worker sufficiently to e=
nsure the Client=E2=80=99s satisfaction with the Temporary Worker=E2=80=99s s=
tandards of work. If the Client reasonably considers that the services of th=
e Temporary Worker are unsatisfactory, the Client may terminate the Assignme=
nt either by instructing the Temporary Worker to leave the Assignment immedi=
ately, or by directing Randstad to remove the Temporary Worker. Randstad may=
, in its absolute discretion, in such circumstances, reduce or cancel the Ch=
arges for the time worked by that Temporary Worker, provided that the Client=
 has notified Randstad immediately that they have asked the Temporary Worker=
 to leave the Assignment or the Assignment terminates:
9.1.1 within 4 hours of the Temporary Worker commencing the Assignment where=
 the Assignment is for more than 7 hours; or
9.1.2 within 2 hours for Assignments of 7 hours or less;
and provided that notification of the unsuitability of the Temporary Worker i=
s confirmed in writing to Randstad within 48 hours of the termination of the=
 Assignment.
9.2 Randstad shall notify the Client immediately if it receives or otherwise=
 obtains information which gives Randstad reasonable grounds to believe that=
 a Temporary Worker supplied to the Client is unsuitable for the Assignment a=
nd shall be entitled to terminate the Assignment forthwith without prior not=
ice and without liability. Notwithstanding, the Client shall remain liable f=
or all such Charges incurred prior to the termination of the Assignment.
9.3 The Client shall notify Randstad immediately and without delay and in an=
y event within 2 hours if the Temporary Worker fails to attend work or has n=
otified the Client that they are unable to attend work for any reason.
10. TERMINATION OF THE ASSIGNMENT
Any of the Client, Randstad or the Temporary Worker may terminate an Assignm=
ent at any time without prior notice and without liability (except in the ca=
se of termination by the Client, who shall be liable in relation to any Char=
ges due under clause 5 above).
11. CONFIDENTIALITY AND DATAPROTECTION
11.1 All information relating to a Temporary Worker is confidential and subj=
ect to the Data Protection Act 1998 (=E2=80=9CDPA=E2=80=9D) and is provided s=
olely for the purpose of providing work-finding services to the Client. Such=
 information must not be used for any other purpose nor divulged to any thir=
d party and the Client undertakes to abide by the provisions of the DPA in r=
eceiving and processing the data at all times.
11.2 Information relating to Randstad=E2=80=99s business which is capable of=
 being confidential must be kept confidential and not divulged to any third p=
arty, except information which is in the public domain. For the avoidance of=
 doubt, the Client shall not be permitted to publish or disclose to any thir=
d party any of Randstad=E2=80=99s proprietary data, correspondence, pricing i=
nformation, computer programmes or systems information without Randstad=E2=80=
=99s prior written consent, except to the extent that such information is pu=
blic knowledge other than by reason of your breach of these Terms.
12. INTELLECTUAL PROPERTY RIGHTS
All copyright, trademarks, patents and other intellectual property rights de=
riving from the Assignment shall belong to the Client. Accordingly Randstad s=
hall use its reasonable endeavours to ensure that the Temporary Worker shall=
 execute all such documents and do all such acts in order to give effect to t=
he Client=E2=80=99s rights pursuant to this clause.
13. LIABILITY
13.1 Whilst reasonable efforts are made by Randstad to give satisfaction to t=
he Client by ensuring reasonable standards of skill, integrity and reliabili=
ty from the Temporary Worker and to provide the same in accordance with the A=
ssignment details as provided by the Client, no liability is accepted by Ran=
dstad for any loss, expense, damage or delay incurred by the Client as resul=
t of:
13.1.1 any failure to provide any Temporary Worker for all or part of the As=
signment; or
13.1.2 from the negligence, dishonesty, misconduct or lack of skill of the T=
emporary Worker
13.1.3 save to the extent that such loss, expense, damage or delay is caused=
 as a direct result of Randstad=E2=80=99s failure to perform its obligations=
 pursuant to clause 8.1.
13.2 Subject to clause 13.4 Randstad=E2=80=99s total liability for all loss,=
 liability, expenses, damages or claims to the Client (for all causes such a=
s but not limited to contract, tort, indemnity, strict or statutory authorit=
y or otherwise) shall not exceed the sum of the Charges paid or payable by t=
he Client to Randstad in respect of the Temporary Worker for which the claim=
 relates in the 12 calendar months preceding the event which gave rise to Ra=
ndstad=E2=80=99s liability and in no event shall exceed an aggregate total s=
um of =C2=A3100,000 per calendar year.
13.3 No liability is accepted by Randstad if the Temporary Worker terminates=
 the Assignment for any reason.
13.4 Randstad shall not in any circumstance be liable to the Client for indi=
rect, financial or consequential losses, including, for the avoidance of dou=
bt, loss of profits, reputation or anticipated savings. For the avoidance of=
 doubt, Randstad does not exclude liability for death or personal injury ari=
sing from its own negligence or for any other loss which it is not permitted=
 to exclude under law.
13.5 The Temporary Workers are deemed to be under the supervision, direction=
 and control of the Client from the time they report to take up duties and f=
or the duration of the Assignment. Therefore for the duration of the Assignm=
ent the Client agrees to be responsible for all acts, errors or omissions of=
 the Temporary Worker, whether wilful, negligent or otherwise as though the T=
emporary Worker was on the payroll of the Client.
13.6 The Client shall comply in all respects with all statutory provisions a=
s are in force from time to time including, for the avoidance of doubt, Heal=
th and Safety At Work etc. Act 1974, the Management of Health and Safety at W=
ork Regulations 1999, by-laws, codes of practice and legal requirements to w=
hich the Client is ordinarily subject in respect of the Client=E2=80=99s own=
 staff (excluding the matters specifically mentioned in clause 6 above), inc=
luding in particular the provision of adequate Employer=E2=80=99s and Public=
 Liability Insurance cover for the Temporary Worker during all Assignments.
Randstad Solutions Limited Registered in England No: 02389033. Registered Of=
fice: 450 Capability Green, Luton, Bedfordshire, LU1 3LU
=20
13.7 The Client undertakes not to request the supply of a Temporary Worker t=
o perform the duties normally performed by a worker who is taking part in of=
ficial industrial action or duties normally performed by a worker who has be=
en transferred by the Client to perform the duties of a person on strike or t=
aking official industrial action.
13.8 The Client shall indemnify and keep indemnified Randstad against any co=
sts, claims, damages, expenses or liabilities incurred by Randstad arising o=
ut of any Assignment or arising out of the Client=E2=80=99s non-compliance w=
ith, and/or as a result of its breach of, these Terms.
13.9 The Client undertakes that it knows of no reason why it would be detrim=
ental to the interests of the Temporary Worker for the Temporary Worker to f=
ill the Assignment.
13.10 The Client shall inform Randstad in writing of any AWR Claim which com=
es to the notice of the Client as soon possible but no later than 7 (seven) c=
alendar days from the day on which any such AWR Claim comes to the notice of=
 the Client.
13.11 If the Temporary Worker brings, or threatens to bring, any AWR Claim, t=
he Client will take such action and give such information and assistance as R=
andstad may request, and within any timeframe requested by Randstad, to avoi=
d, dispute, resist, mitigate, compromise or defend any such AWR Claim and to=
 appeal against any judgment given in respect thereof.
13.12 Other than those conditions, warranties and other terms set out in thi=
s Agreement all conditions, warranties or other terms which might have effec=
t between the parties or be implied or incorporated into this Agreement whet=
her by statute, common law or otherwise are hereby excluded.
14 TERMS RELATING TO THE SUPPLY OF TEMPORARY WORKERS AS DRIVERS OF =E2=80=9C=
O=E2=80=9D LICENCED VEHICLES (=E2=80=9CDrivers=E2=80=9D)
14.1 Drivers are supplied by Randstad on the sole understanding that the Cli=
ent holds an operator=E2=80=99s licence and any other relevant permits where=
 required by the Transport Act 2000 (as amended from time to time) or other r=
elevant statutory regulations.
14.2. Randstad will use its reasonable endeavours to check Drivers=E2=80=99 r=
eferences and will examine driving licences and permits. Notwithstanding thi=
s, the Client agrees that it is responsible for; all statutory duties where a=
pplicable in respect of driving licences and permits; Drivers=E2=80=99 hours=
 and records; the issue and collection of tachographs; maintenance and safet=
y of vehicles; compliance with Health and Safety Regulations; compliance wit=
h The Transport Act 2000 (as amended from time to time) and other relevant s=
tatutory regulations; maintenance of appropriate insurances, including but n=
ot limited to fully comprehensive insurance for the vehicle to be driven and=
 for loss of or damage to its contents.
14.3 The Client shall, upon request, permit Randstad to inspect the Client=E2=
=80=99s operator=E2=80=99s licence and policies of insurance for the vehicle=
s to be driven by the Driver.
14.4 Randstad agrees to provide the Client, upon request, with the informati=
on it holds relating to driving assignments carried out by the Driver in the=
 seven days immediately preceding the commencement of an Assignment with the=
 Client, provided that the Driver shall have worked for a Client of Randstad=
 during those seven days.
15. ADDITIONAL TERMS RELATING TO LIMITED COMPANY CONTRACTORS
15.1 For the avoidance of doubt, Randstad may replace any Temporary Worker e=
ngaged via a limited company (=E2=80=9CLimited Company Contractor=E2=80=9D) p=
rovided that the Client is satisfied that the proposed replacement possesses=
 the necessary skills and expertise to carry out the Assignment.
15.2 Randstad makes no warranty as to any product recommended by the Limited=
 Company Contractor in connection with the provision of their services to th=
e Client during an Assignment.
16. NON SOLICITATION
The Client shall not solicit or endeavour to entice away from Randstad anyon=
e employed or engaged by Randstad in the capacity of a consultant, Branch Ma=
nager, Operations Manager or other corporate capacity except with the prior w=
ritten consent of a Randstad Director. A breach of the clause will render th=
e Client liable to pay a Transfer Fee in accordance with clause 7.
17. NOTICES
All notices which are required to be given in accordance with these Terms sh=
all be in writing and may be delivered personally or by first class prepaid p=
ost to the registered office of the party upon whom the notice is to be serv=
ed or any other address that the party has notified the other party in writi=
ng, by email or facsimile transmission. Any such notice shall be deemed to h=
ave been served: if by hand when delivered, if by first class post 48 hours f=
ollowing posting and if by email or facsimile transmission, when that email o=
r facsimile is sent.
18. SEVERABILITY
If any of the provisions of these Terms shall be determined by any competent=
 authority to be unenforceable to any extent, such provision shall, to that e=
xtent, be severed from the remaining Terms, which shall continue to be valid=
 to the fullest extent permitted by applicable laws.
19. FORCE MAJEURE
Neither Party shall have any liability to the other for delay or loss occasi=
oned by war, strike, lockout, industrial dispute, fire, illness, or other ci=
rcumstance which is outside of their reasonable control.
20. GOVERNING LAW AND JURISDICTION
These Terms are governed by the law of England & Wales and are subject to th=
e exclusive jurisdiction of the Courts of England & Wales.
 Signed for and on behalf of the Client
Print name: Date:
I confirm that I am authorised to sign these Terms on behalf of the Client.
Please note that even if these Terms are unsigned Randstad would rely on cla=
use 2.1 in relation to acceptance of these Terms.
  Randstad Solutions Limited Registered in England No: 02389033. Registered O=
ffice: 450 Capability Green, Luton, Bedfordshire, LU1 3LU