Ribbons & Reeves a company incorporated in England and Wales under company number 12248967 and whose
registered office is at is
Ribbons & Reeves Head Office, 200 William Hunter Way, Brentwood, CM14 4WQ (“Employment Business”);
Standard Terms of Business - Supply of PAYE Temporary Workers to Clients (version 3.0)
1.Definitions
1.1. In these Terms -
“Alternative Hire Period” means the period set out within Temp Schedule;
“Assignment” means the period during which Temp supplied by Employment Business renders the Services;
“AWR” means the Agency Workers Regulations 2010 (as amended);
“Candidate” means the person introduced by Employment Business to Client for an Engagement including, but not limited
to, members of
Employment Business’s own staff;
“Client” means the person, firm or corporate body together with any subsidiary or associated company (as defined by s.
1159 of the
Companies Act 2006) to whom Employment Business supplies or introduces Candidate and/or Temp;
“Client Group” means Client, any corporate body of which Client is a subsidiary (as defined by s. 1159 of the Companies
Act 2006), any other subsidiary of such corporate body and any subsidiary of Client;
“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as
amended);
“Data Controller” means controller in accordance with the UK GDPR being the retained EU law version of the General Data
Protection Regulation ((EU) 2016/679) (“UK GDPR”);
“Data Protection Legislation” means all applicable laws and regulations, as amended or updated from time to time, in the
United Kingdom relating to data protection, the processing of personal data and privacy, including without limitation, (a)
the Data Protection Act 2018; (b) the UK GDPR; and (c) the Privacy and Electronic Communications (EC Directive)
Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications);
“End of Assignment Date” means the date set out within Temp Schedule;
“End User” means the company under whose supervision and direction Temp temporarily works for during Assignment;
“Engagement” means the engagement, employment or use of Candidate and/or Temp by Client, by Client Group, by End
User or by any third party to whom or to which Candidate and/or Temp was introduced by Client (whether with or
without Employment Business’s knowledge or consent) on a permanent or temporary basis, whether under a contract of
service or for services (regardless if employment is conditional to the successful completion of a probationary period) or in
any other capacity whatsoever; under an agency, license, franchise or partnership or non-salaried teacher training
programme agreement; or through any other engagement directly or through a limited company of which Candidate is an
officer or employee or through a limited liability partnership of which Candidate and/or Temp is a member or employee;
or indirectly through another employment business or company which holds itself out as such and “Engage”, “Engages”
and “Engaged” will be construed accordingly;
“Introduced” means -
a) the passing to Client of a curriculum vitae or information about Candidate and/or Temp; or
b) Client’s interview of a Candidate and/or Temp in person or by telephone or by any other audio or visual means;
whichever is earlier and “Introduces” and “Introduction” will be construed accordingly;
“Personal Data” means as set out in, and will be interpreted in accordance with Data Protection Legislation;
“Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or
access to, Personal Data transmitted, stored or otherwise Processed in connection with these Terms or which relates to
any Candidate and, where applicable, to any
Temp;
“Process” means as set out in, and will be interpreted in accordance with Data Protection Legislation and “Processed” and
“Processing” will be construed accordingly;
“Qualifying Period” means the 12-week qualifying period as defined within regulation 7 of the AWR;
“Quarantine Period” means the “relevant period” as set out within regulation 10(5) of the Conduct Regulations;
“Remuneration” means basic salary, overtime hourly rate of pay in respect of overtime worked (rounded up to the
nearest quarter of an hour) in excess of 7.5 hours in any one day, shift or weighting allowances, guaranteed and/or
anticipated bonus and commission earnings, car allowance and any other benefit or allowance;
“Revised End of Assignment Date” means the termination date of the Assignment where notice is served by either party
in accordance with clause 7.3;
“Services” means the work to be performed by Temp pursuant to these Terms and as described within Temp Schedule;
“Temp” means the individual named within Temp Schedule Introduced and supplied by Employment Business to Client to
provide the Services to Client not as an employee of Client, who is deemed to be an agency worker for the purposes of
regulation 3 of the AWR 2010;
“Temp Schedule” means the schedule provided by Employment Business to Client confirming the details of each
Assignment;
“Terms” means these terms of business and will include any Temp Schedules issued pursuant to these terms of business;
and
“Transfer Fee” means the fee set out within Temp Schedule; and
"VAT" means value added tax chargeable in the UK.
2. These Terms
2.1. These Terms are effective from date of issue to Client and supersede all previous terms of business issued by
Employment Business.
2.2. These Terms will be deemed to be accepted by Client and to apply by virtue of (a) the passing of information about a
Candidate to Client by Employment Business or (b) an Introduction to Client of, or the Engagement by Client of, a
Candidate or (c) Client’s interview or request to interview a Candidate (including interview by video conferencing or by
telephone) or (d) the signature by Client on a timesheet relating to services provided by Temp or (e) Client’s signature at
the end of these Terms or (f) any other written, expressed acceptance of these Terms. For the avoidance of doubt, these
Terms apply whether or not Candidate is Engaged by Client for the same type of work as that for which the Introduction
was originally effected.
2.3. These Terms contain the entire agreement and understanding between the parties in relation to the subject matter
hereof and, unless otherwise agreed in writing, these Terms prevail over any previous terms of business, agreement or
any purchase conditions put forward by Client. This clause is without prejudice to any rights which have arisen prior to
termination of such and nothing will operate to exclude or limit the liability of any party in respect of fraud.
2.4. For the purposes of these Terms, Employment Business acts as an employment business as defined within the
Conduct Regulations; save where a permanent placement results, in which case Employment Business will be acting as an
employment agency as defined within the Conduct Regulations.
2.5. Client authorises Employment Business to act on its behalf in seeking Candidates and, if Client so requests, will
advertise for Candidates through such additional methods as are agreed with Client at Client’s exclusive cost.
2.6. Where there is a conflict of provisions between the main body of these terms of business and Temp Schedule, the
main body of these terms of business will take precedence save where expressly provided for within the clauses herein or
agreed as a variation set out within Temp Schedule.
2.7. Headings contained in these Terms are for reference purposes only and will not affect the intended meanings of the
clauses to which they relate.
2.8. Unless the context otherwise requires, references to the singular include the plural and feminine includes masculine
and vice versa.
3. Client Obligations
3.1. Client agrees to, and where applicable will ensure End User will, be responsible for providing the working
environment for Temp and any necessary resources, tools and facilities for Temp.
3.2. These Terms are personal to Client and will not be assigned by it without the prior written consent of
Employment Business. For the avoidance of doubt, this restriction includes any assignment to any subsidiary,
associated company or member of Client’s group.
3.3. Client undertakes to provide Employment Business with details of any specific health and safety risks in
relation to the Services and Assignment, together with details of any steps taken to prevent or control such risks.
3.4. Client will ensure -
a) Temp works in a safe environment in accordance with a safe system of work and that Client complies
with all relevant health and safety legislation and adheres to industry best practice; and
b) Temp does not undertake any work during Assignment which is hazardous without first conducting a
risk assessment, informing Employment Business and Temp of the outcome of that risk assessment and steps
taken (or to be taken) to reduce the risk.
3.5.Client will indemnify and keep indemnified Employment Business from and against all loss or liability suffered or
incurred by Employment Business as a result of any claim by Temp arising out of any injury or damage to his/her person
and/or property suffered in the course of performing the Services.
3.6.Client warrants and confirms that it has given Employment Business sufficient information to properly consider the
suitability of Candidate and Client undertakes to confirm in writing to Employment Business -
a) the date upon which Candidate/Temp is required to commence the provision of the Services;
b) the expected duration of the Engagement; and
c) the nature of and/or specifics of the services required to be provided by Candidate/Temp;
d) the location/s Candidate/Temp is expected to deliver the Services;
e) details of any applicable End User;
f) the number of hours/days and any specific time-keeping and time recording requirements that Client expects
of Candidate/Temp;
g) any experience, training, qualifications, professional body authorisations that Client, the law or any relevant
professional body requires Candidate/Temp to possess to provide the Services;
h) any expenses payable by or to Candidate/Temp;
i) any site regulations, IT access/security/usage policies, health and safety procedures and any other procedures
or policies Client (or
End User) requires Candidate/Temp to adhere to and will provide copies of any such policies/procedure to
Employment Business; and j) any health and safety risks and any steps taken to address those risks.
3.7. Client undertakes to notify Employment Business immediately of its, or any member of Client Group’s, or of End
User’s, intention to: a) Engage a Candidate Introduced by Employment Business; or
b) extend Assignment or otherwise Engage directly or indirectly a Candidate and/or Temp Introduced and/or
supplied by Employment Business.
3.8. Client will inform Employment Business in good time of any significant issues in relation to Temp or where Client is
dissatisfied with Temp in any respect.
3.9. Client warrants that it will, and where applicable will ensure that the End User will, from the start of Assignment,
provide Temp with -
a)information about relevant vacant posts with Client, or with End User where applicable; and
b)save where objectively justifiable, access to any and all collective facilities and amenities of Client, or of
End User (where applicable), in the same manner as if Temp were a direct worker or employee of Client, or of End
User where applicable.
3.10. Upon request from Employment Business, Client undertakes to provide (without delay) to Employment Business
accurate information about the working and employment conditions that are applicable to Client (or applicable to End
User where relevant) whether by contract or by collective agreement or otherwise and will include subsequent variations
thereto, that relate to Client’s (or to End User’s) employees and direct workers including (without limitation) –
a) the standard terms and conditions that apply to their employees and those that apply to their workers;
b) details relating to the application and calculation of, pay scales, bonuses, commission, overtime, shift
allowance, unsocial hours allowance, hazardous duties, holiday pay, other related emoluments;
c) entitlements relating to annual leave, night work, rest periods, rest breaks;
d) benefits of monetary value including, without limitation, vouchers and stamps; and
e) any other information as may be required by Employment Business to comply with the AWR.
3.11. Where the AWR applies to Assignment, Client agrees that it will, upon request from Employment Business
and without delay, provide accurate details relating to the working and employment conditions (as defined within
regulation 5(2) and regulation 6 of the AWR) of Client’s (or of End User’s as is applicable) workers and/or employees
who undertake the same or broadly similar work as that of Temp during Assignment.
3.12. Where the AWR applies to Assignment and where applicable pursuant to information obtained under clause
3.11 above, Client will, and where applicable will ensure that End User will, apply the same or similar process as applied
to assess Pay that is directly attributable to the amount or quality of the work done by Temp. For the purposes of this
clause “Pay” means as defined in regulation 6(2) of the AWR.
3.13. Where the AWR applies to Assignment and Temp is pregnant, Client acknowledges and agrees that, following
the Qualifying Period, Client will, and where applicable will procure that End User will, permit Temp time off to attend
ante-natal medical appointments and antenatal classes.
3.14. Where the AWR applies to Assignment, Client acknowledges and agrees that, following the Qualifying Period
and whereupon Temp is unable to continue to provide some or all of the Services on maternity grounds due to reasons of
health and safety, Client will, and where applicable will procure that End User will, undertake to make such reasonable
adjustments as are necessary to allow Temp to continue providing services for the duration of Assignment. For the
avoidance of doubt, such reasonable adjustments will include provision of alternative work on terms no less favourable
than those applicable during Assignment.
3.15. Client undertakes and agrees to immediately notify Employment Business where a Temp has worked for
Client/End User in the same or similar role as Assignment where, prior to the planned commencement of Assignment,
such role is within the Qualifying Period.
3.16. Client warrants and undertakes that it will not, and where applicable will procure that End User will not, seek to
deny Temp’s entitlement to rights under the AWR by virtue of the structure of assignments and will at all times comply
with regulation 9 of the AWR.
3.17. Client warrants and undertakes that all information it provides to Employment Business under these Terms is
true and accurate.
3.18. Client warrants at all times to treat Temp with due respect and dignity and in particular must take all steps
within its control to avoid any unlawful discriminatory treatment of each of them.
4. Employment Business’s Obligations
4.1. Employment Business shall use reasonable endeavours to introduce Candidates to Client who meet Client’s stated
requirements.
4.2. Where Employment Business and Client have agreed that Employment Business will supply Client with the services of
a particular
Candidate, Employment Business will give Client a Temp Schedule confirming the name of Temp, the agreed pay
rates/fees, duration of
Assignment, description of the Services, notice periods and any other relevant details communicated and agreed between
the parties.
4.3. Employment Business will use reasonable endeavours to ensure that Temp co-operates with Client and complies with
all Client’s reasonable and lawful instructions.
4.4. Employment Business will use reasonable endeavours to ensure that Temp enters into an agreement which contains
an obligation on Temp to assign to Employment Business (for onward assignment to Client) or directly to Client (as
directed by Client to Employment Business), intellectual property rights of whatever nature and, if capable of registration,
whether registered or not, in all documents or other material and data or other information and devices or processes
provided or created by Temp in the provision of the Services.
4.5. Employment Business will use reasonable endeavours to ensure that Temp enters into an agreement which contains
an obligation on Temp to keep confidential all confidential information of Client obtained during Assignment. For the
purposes of this clause 4.5, confidential information is confidential if it is clearly marked confidential or if Client states it is
confidential clearly in writing to Temp.
4.6. Employment Business may substitute Temp with another suitably qualified and similarly skilled Temp with reasonable
notice at its absolute discretion.
4.7. Employment Business is responsible for payment to Temp for work done during the Assignment and for any PAYE,
National Insurance and any other statutory deductions required to comply with legislation.
4.8. Employment Business does not warrant, represent or undertake to find a suitable candidate for each vacancy notified
to it by the Client.
5. Charges/Fees
5.1. Client agrees to pay Employment Business’s charges for the Introduction of and for the services of Temp/Candidate
that are outlined in the ‘Employment Business Charge’ section within the Temp Schedule.
5.2. Client agrees to pay the charges set out in clause 5.1 above for the number of days/hours worked (to the nearest
quarter hour). The charges include Employer’s National Insurance contributions and holiday pay in accordance with the
Working Time Regulations 1998, in respect of Temp.
5.3. Signature by Client (or by End User where applicable) of timesheets or other verification of hours worked is
confirmation of the amount of time worked by Temp and of satisfaction with the Services provided. Failure to
sign/authorise the timesheet does not absolve Client of its obligation to pay the charges for the Services provided by
Temp during Assignment.
5.4. If Client is unable to sign a timesheet (or other agreed method of verification of hours/days) produced for
authentication by Temp because Client disputes the amount of time claimed, then Client will notify Employment Business
within two working days from the presentation to the Client of the claimed hours/days for verification and will co-operate
fully and in a timely fashion with Employment Business, including providing documentary evidence of the hours/days
worked by Temp, to enable Employment Business to establish what periods of time, if any, Temp worked.
5.5 With reference to clause 3.13, where such time off to attend ante-natal medical appointments and ante-natal classes
falls within the normal working periods of Temp during Assignment, Client agrees to pay Employment Business’s charges,
in accordance with clause 5.1, for such periods whether by inclusion of such time on a timesheet or otherwise.
5.6. There are no refunds or rebates payable by Employment Business to Client (or to Client Group or, for the avoidance of
doubt, End User) in respect of Employment Business’s charges.
5.7. Client agrees to pay Employment Business all reasonable business expenses incurred by Temp in the provision of the
Services.
5.8. VAT will be payable in addition to charges/fees at the prevailing rate, after Employment Business has provided Client
with a VAT invoice.
5.9. Client acknowledges and agrees that Employment Business may, upon notice, increase the charge rate set out in
under clause 5.1 (or as set out in the relevant Temp Schedule if applicable) in order to comply with the AWR.
5.10. Client acknowledges that it has no right to set-off, withhold or deduct monies from sums due to Employment
Business under these Terms.
5.11. Employment Business will not be liable for fraudulent timesheets.
5.12. Client acknowledges Employment Business may increase its charges where the cost of the supply of Temp
increases due to a change in legislation.
6. Invoices
6.1. Employment Business will raise invoices weekly in respect of the charges payable and Client agrees to pay such
invoices within fifteen days
(15) of the date of the invoice, unless otherwise agreed and set out within Temp Schedule.
6.2. All invoices will be deemed to be accepted in full by Client unless Client notifies Employment Business in writing
within five days of the amount Client disputes and the reason Client disputes that amount. In the event Client does so
notify Employment Business that it wishes to dispute part of an invoice, Client agrees to pay the undisputed part of the
invoice within the agreed payment terms and will co-operate fully with Employment Business in order to resolve the
dispute as quickly as possible.
6.3. Employment Business reserves the right to charge interest on invoiced amounts overdue at the statutory rate as
prescribed pursuant to Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 (and as may be calculated
using the calculator on the website: www.payontime.co.uk) from the due date until the date payment is received in
cleared funds and to charge compensation and further recovery costs in accordance with the Late Payment of Commercial
Debts Regulations 2013.
7. Termination of Assignments
7.1 Client may instruct Employment Business, in writing, to end the Services of Temp immediately in the event of
substantial non-performance or serious misconduct of Temp, provided that Client provides detailed, written confirmation
of the non-performance and/or misconduct.
7.2. Employment Business may end any Assignment immediately by giving Client notice in writing if Client is in material
breach of these Terms. 7.3. Either party may terminate Assignment prior to the end of Assignment by giving not less than
2 weeks’ notice in writing, or such other period of notice as agreed and set out in the relevant Temp Schedule.
7.4. When notice of termination of Assignment is served by Client, payment for each week of notice will be based on the
specified days/hours agreed in Temp Schedule or actual hours worked by Temp, whichever the greater. Client agrees to
make payment in accordance with clauses
5 and 6 above irrespective of whether or not Temp continues to provide the Services during this notice period.
7.5. In any event of termination of Assignment pursuant to clause 7.1 above, Employment Business will use reasonable
endeavours to provide an alternative Temp within fourteen days that in the reasonable opinion of Employment Business is
suitable to provide the Services.
7.6. These Terms may be terminated by either party by giving to the other immediate notice in the event that either
Employment Business or Client goes into liquidation, becomes bankrupt or enters into an arrangement with creditors or
has a receiver or administrator appointed or where Employment Business has reasonable grounds to believe Client will
not pay Employment Business’s invoice within the payment terms agreed within clause 6.1.
7.7. Notwithstanding clause 4.6, Employment Business may, at its absolute discretion and at any time, terminate
Assignment upon immediate notice where in the opinion of Employment Business Temp is no longer suitable to provide
the Services.
7.8. Following termination (howsoever arising) of these Terms, the provisions contained within clauses 1, 2, 3.7, 3.10, 3.11,
3.12, 5.6, 5.7, 5.10,
5.11, 8, 9, 10, 11, 12, 13, 14 and 15 will continue in full force and effect.
8. Engagement of Temp by Client or Third Parties
8.1. Subject to clause 9.1, Client agrees that if Client or Client Group or End User Engages a Temp, other than through
Employment Business, either during Assignment or within the Quarantine Period, Client agrees to immediately notify
Employment Business of that Engagement and agrees to pay Employment Business the Transfer Fee irrespective of the
planned duration of the Engagement. 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.
8.2. Subject to clause 9.2, where there has been an Introduction of a Candidate to Client which does not immediately
result in the supply of the services of that Candidate by Employment Business to Client, but which later leads to an
Engagement of Candidate by Client or by Client Group or by End User (howsoever arising) within 12 months from the date
of Introduction, Client agrees to immediately notify Employment Business of that Engagement and agrees to pay the
Transfer Fee in accordance with clause 8.1 above. VAT, where applicable, is payable in addition to any fee due.
8.3. All Introductions are confidential and will not be discussed, or any relevant documentation prepared or disclosed to
any other person or third party unless Client has the express permission of Employment Business, evidenced in writing. If
Client passes details of any Candidate and/or Temp to any third party (including, for the avoidance of doubt, Client Group
or End User) resulting in the Engagement of that Candidate and/or Temp, then Client agrees to pay the Transfer Fee. VAT,
where applicable, is payable in addition to any fee due.
8.4. Client acknowledges and agrees that where it fails to notify Employment Business of the actual Remuneration/fees it
(or where applicable, Client Group or End User) intends to (directly or indirectly) pay Candidate/Temp, Employment
Business will be entitled to calculate the Transfer Fee based on comparable market rates for similar roles.
8.5. For the avoidance of doubt, no refund of the Transfer Fee will be paid in the event that the Engagement subsequently
terminates.
9. Alternative Hire Period
9.1. As an alternative to the Transfer Fee agreed in clause 8.1 Client may provide Employment Business with 5 working
days’ written notice to require Employment Business to supply the services of Temp for a further period set out as the
Alternative Hire Period, during which period Client will pay the charges agreed pursuant to clause 5.1 above or where
none agreed, pursuant to market rate in the sole opinion of Employment Business.
9.2. As an alternative to the Transfer Fee agreed in clause 8.2, Client may provide Employment Business with 5 working
days’ written notice to require Employment Business to supply the services of Temp for the Alternative Hire Period, during
which period Client agrees to pay the charges agreed pursuant to clause 5.1 above or where none agreed, pursuant to
market rate in the sole opinion of Employment Business.
9.3. Upon completion of the entire duration of Alternative Hire Period and the payment in full of invoices relating thereto,
Client may engage with Temp directly or indirectly without any additional payment to Employment Business.
9.4. Where Client does not give such notice as required within clauses 9.1 and 9.2 before Candidate/Temp is Engaged,
Client acknowledges and agrees that Transfer Fee will become due in full to Employment Business.
9.5. Pursuant to clauses 9.1 and 9.2 above, a further Temp Schedule will be issued by Employment Business and these
Terms will continue in full force and effect during the Alternative Hire Period.
9.6. In the event Temp or Candidate ceases to provide services for whatever reason during the Alternative Hire Period,
Client acknowledges and agrees that the Transfer Fee will become due, minus the portion directly relating to the gross
profit of Employment Business paid by Client to Employment Business during the period of the Alternative Hire Period
that Candidate or Temp completed.
9.7. For the avoidance of doubt, there will be no refund of any fees or charges paid by Client to Employment
Business in relation to the Alternative Hire Period and/or Transfer Fee.
10.Data Protection
10.1. For the purposes of this clause 10 "Data Subject" means as set out in, and will be interpreted in accordance with
Data Protection Legislation. For the avoidance of doubt, Data Subject includes Candidate and Temp.
10.2. The parties hereto acknowledge that Employment Business is a Data Controller in respect of the Personal Data of
Candidate/Temp and provides such Personal Data to Client in accordance with the Data Protection Legislation for the
purposes anticipated by these Terms.
10.3. The parties hereto acknowledge that Client is a Data Controller but the parties hereto are not Joint Controllers (as
defined within Data Protection Legislation) save where a specific agreement is made to that effect between the parties
hereto.
10.4. The parties hereto agree that Temp is not Client's Data Processor (as defined within Data Protection Legislation) save
where agreed otherwise within a Temp Schedule and subject to additional terms and conditions.
10.5. The parties hereto warrant to each other that any Personal Data relating to a Data Subject, whether provided by
Client, Employment Business or by Candidate or Temp, will be used, Processed and recorded by the receiving party in
accordance with Data Protection Legislation. 10.6. The parties hereto will take appropriate technical and organisational
measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration or disclosure.
10.7. Client will -
a) comply with the instruction of Employment Business as regards the transfer/sharing of data between the
parties hereto. If Client requires Personal Data not already in its control to be provided by Employment Business,
Client will set out their legal basis for the request of such data and accept that Employment Business may refuse
to share/transfer such Personal Data where, in the reasonable opinion of Employment Business, it does not
comply with its obligations in accordance with Data Protection Legislation; and
b) not cause Employment Business to breach any of their obligations under the Data Protection Legislation.
10.8. In the event Client becomes aware of an actual or any reasonably suspected Personal Data Breach, it will
immediately notify Employment Business and will provide Employment Business with a description of the Personal Data
Breach, the categories of data that was the subject of the Personal Data Breach and the identity of each Data Subject
affected and any other information Employment Business reasonably requests relating to the Personal Data Breach.
10.9. In the event of a Personal Data Breach, Client will promptly (at its own expense) provide such information, assistance
and cooperation and do such things as Employment Business may request to -
a) investigate and defend any claim or regulatory investigation;
b) mitigate, remedy and/or rectify such breach; and
c) prevent future breaches. and will provide
Employment Business with details in writing of all such steps
taken.
10.10. Client will not release or publish any filing, communication, notice, press release or report concerning any
Personal Data Breach without the prior written approval of Employment Business.
10.11. Client agrees it will only Process Personal Data of Candidate or of Temp for the agreed purpose of provision of
Services pursuant to these Terms law.
10.12. Client will provide evidence of compliance with clause 10 upon request from Employment Business.
11. Liability
11.1. Employment Business will use reasonable endeavours to ensure Temp has the required standard of skill, integrity
and reliability; nevertheless, Employment Business is not liable for any loss, expense, damage or delay arising from and in
connection with any failure on the part of Temp to perform the Services nor for any negligence whether wilful or
otherwise, dishonesty, fraud, acts or omissions, misconduct or lack of skill of Temp howsoever arising.
11.2. A Temp is engaged under contracts for services. They are not the employee of Employment Business.
11.3. Client will comply, and will procure that End User will comply, in all respects with all relevant statutes, by-laws and
legal requirements including provision of adequate employer’s and public liability insurance in respect of Temp. Client
agrees to allow and reasonably assist Employment Business in complying with its legal obligations regarding the
introduction of Candidate/s and supply of Services by Temp.
11.4. Where it is foreseeable that Temp will work hours in contravention to the provisions of the Working Time
Regulations, Client will provide written notice to Employment Business in good time prior to the commencement of
Assignment. Employment Business will ask if Temp is willing to sign the relevant opt-out under the Working Time
Regulations.
11.5. Employment Business is providing resourcing services comprising of sourcing, introduction and payroll
administration in relation to Services performed by Temp and accordingly, Employment Business does not accept any
liability, howsoever arising, for the quality of services provided by Temp, save for death or personal injury caused by
Employment Business’s direct negligence.
11.6. Save where required by law, the parties hereto are not liable fora) any loss of profits, loss of business, loss of revenue, depletion of goodwill, pure economic loss, loss of
anticipated savings, damages, charges, expenses and/or similar losses; or
b) any special, indirect or consequential losses.
11.7. Save as required by law, the sole aggregate liability of Employment Business to Client arising in connection
with these Terms will be limited to ten thousand pound sterling £10,000.
12.Indemnity
12.1. Client agrees to indemnify and keep indemnified Employment Business against any costs, claims or liabilities incurred
directly or indirectly by Employment Business arising out of or in connection with these Terms including (without
limitation) as a result of:
a) any breach of these Terms by Client (including its employees, subcontractors and agents); and
b) any breach by Client, or any of its employees or agents, of any applicable statutory provisions (including,
without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of
opportunity).
13.General
13.1. Employment Business is not liable for any delay or failure in performance of its obligations to Client where this arises
from matters outside its reasonable control.
13.2. Any failure by Employment Business to enforce at any particular time any one or more of these Terms will not be
deemed a waiver of such rights or of the right to enforce these Terms subsequently.
13.3 If any provision, clause or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by
any judicial body, the remaining provisions of these Terms will remain in full force and effect to the extent permitted by
law.
13.4. No provision of these Terms will be enforceable by any person who is not a party to it pursuant to the Contract
(Rights of Third Parties) Act 1999 ("the Act"). This does not, however, affect any right or remedy of a third party that exists
or is available independently of the Act. 13.5. Without prejudice to clause 2.2, whereupon these Terms and/or Temp
Schedule/s are executed by the signature of duly authorised representatives of the parties this forms a binding agreement
and will supersede all previous agreements or representations whether written or oral including without limitation Client’s
terms and conditions, purchase order or other Client documents with respect to the provision of services set out herein
provided by Employment Business. These Terms may not be modified or amended except in writing and signed by a duly
authorised representative of Employment Business.
14.Notices
14.1. Any notice required to be given under these Terms will be delivered by hand, sent by facsimile, e-mail or prepaid first
class post to the recipient at its fax number or address specified in these Terms (or as otherwise notified from time to time
to the sender by the recipient for the purposes of these Terms)
14.2. Notices in connection with these Terms will be deemed to have been given and served,
a) if delivered by hand, at the time of delivery if delivered before 5.00pm on a business day or in any other case at
10.00am on the next business day after the day of delivery; b ) if sent by facsimile or by e-mail, at the time of
despatch if despatched on a business day before 5.00 p.m. or in any other case at 10.00 a.m. on the next business
day after the day of despatch, unless the transmission report indicates a faulty or incomplete transmission or,
within the relevant business day, the authorised recipient informs the sender that the facsimile or e-mail message
was received in an incomplete or illegible form; or
c) if sent by prepaid first class post, 48 hours from the time of posting.
For the avoidance of doubt and for the purpose of this clause 14.2, a “business day” will mean any day excluding Saturday,
Sunday and public holidays.
15.Governing Law
15.1. These Terms will be construed in accordance with the laws of England and Wales and all disputes, claims or
proceedings between the parties relating to the validity, construction or performance of these Terms will be subject to the
exclusive jurisdiction of the courts of England and Wales.
These TOB are for reference through Ribbons & Reeves website. When an assignment is confirmed, a tailored copy of
these will be issued alongside a Vetting form for the Worker and an Assignment (Temp) Schedule.