Contract Terms and Conditions Of Engagement Of Limited Company Suppliers

Transcription

1 1. DEFINITIONS In these terms of engagement the following definitions apply:- NP The Client The Company The Contractor The Assignment The Terms means Nationwide People Limited. means the person, firm or corporate body requiring the services of the Company. means the Limited Company supplier introduced to the Client by NP and engaged by the Client to carry out an Assignment. means any officer, worker or representative of the Company. means the services for which the Company is engaged by NP to render to the Client. means the Contract Terms and Conditions of Engagement. References to the singular include the plural and reference to the masculine include the feminine and vice versa. 2. THE CONTRACT 1. General. These Terms constitute a contract between NP and the Company upon being agreed by the Company (see the Contract Schedule) and they govern each and every assignment undertaken by the Company. In the event of the Company declining to accept any offer of work or not attending for work for any reason, no contract shall exist between NP and the Company. No variation or alteration of these Terms shall be valid unless approved by NP in writing. (e) The Company s attention is drawn in particular to the fact that these Terms are to be read in conjunction with the Contract Schedule. NP is under no obligation to offer work to the Company and the Company is under no obligation to accept any work which may be offered by NP. Neither party wishes to create or imply any mutuality of obligation between themselves either in the course of, or between, any performance of services under assignment. Contractor Compliancy Within 7 days of signing this Contract for Services in respect of the Assignment, the Company will supply NP with all compliancy information required relating to current legislation and any further requirement the Client may have. This may include, but is not limited to, evidence of identity and CRB check for the Contractor supplied. 2. Assignments. Upon the acceptance by the Company of an Assignment NP shall supply the Company with a Contract Schedule specifying inter alia the duration of the Assignment, the identity of the Client, the identity of the Contractor engaged on the Assignment, the hourly, daily or weekly rate(s) payable by NP or alternatively the agreed contract price and such expenses as may be agreed and any other relevant information. The Contract Schedule will be signed by the Company and NP. The Company s obligation to provide the services under the Assignment shall be performed by such a member or members of the Company s Contractor as the Company may consider appropriate, subject to the prior approval of the Client. Page 1 of 6

2 3. Hours of work and Contractor Absence. There is no obligation by NP to provide any normal hours of work in any day or week. If the Company s Contractor are unable for any reason to work on an Assignment the Company should inform NP by no later than 10.00am on the first day of absence to enable alternative arrangements to be made. The Company will use its own initiative in how the Assignment is to be completed and will have flexibility as to the hours worked on location, but will nonetheless assist NP and the Client by making all reasonable attempts to work within an overall agreed deadline and will comply will all reasonable operational requirements relating to working hours and security. 4. Payment. Verification of Work Completed, Use of Time-Sheets and Frequency of Payment. If used as a means of verifying work completed, paper-based or online time-sheets must be verified by an appropriate employee of the Client before payment will be made. Whether NP or Client timesheets are to be used must be agreed prior to commencement of the Assignment. Payment to the Company will be made in arrears. NP reserves the right to make payments to the Company by Electronic Funds Transfer, unless agreed otherwise prior to commencement of the contract. Where applicable, time-sheets for each working week, verified by the client, must be received by NP on Tuesday of the following week to ensure payment by the following Thursday week (i.e. 7 days later) directly into the Company s bank account. Where used, NP shall not be obliged to make any payment to the Company unless a properly verified time-sheet has been submitted. Expenses No expenses are normally payable to the Company either from the Client or NP. However, where expenses are paid, they must be agreed in advance with NP and the Client. Expense claims will only be paid where these are verified as accepted for payment by the client. Limited Company Status of Contractor, VAT Registration and Bank Details Within 7 days of signing this Contract for Services in respect of the Assignment, the Company will supply NP with a copy of the relevant certificate of Incorporation and VAT registration detail (where applicable) together with relevant bank details. Withholding Payments NP reserves the rights to withhold payments of outstanding fees due to the Company upon termination of the contract wherever the Client makes or seeks to make any claim against NP as a result of any matter relating to the Assignment. (e) (f) Nationwide People Limited is keen to make payments on a regular basis, according to our normal payment schedule(s). Given this, should The Company not supply an invoice for 6 weeks or more, NP reserve the right to pay The Company in instalments. Absence of the Company The Company is not entitled to payment from NP or the Client for any period during which the Company s Contractor are unable to perform their duties as a result of illness, holidays, strikes, lock-outs or other industrial disputes, explosions, Act of God or force majeure or absence for any other reason. Page 2 of 6

3 5. Invoicing. The Company must provide NP with an invoice before any payment will be made. Invoices will only be accepted by NP if they are dated, show the Company s full company name and address to which payment should be made and the Company s Registration Number. Invoices must also include a VAT number if the Company is registered for VAT purposes. Including bank account details on invoices would be appreciated. At the end of each week or month (as appropriate) the Company shall send an invoice to NP giving a detailed breakdown of the work performed. Any detailed breakdown of the work performed will be accepted, as long as the Client will subsequently accept this information as sufficient to accept the corresponding NP invoice(s) for payment according to its agreed terms. The way in which work is verified must be agreed between the Company, NP and the Client prior to commencement of the Assignment. For convenience, NP provides an online work verification system and, in the absence of some other agreed method of providing a detailed breakdown of the work performed (as per 5), this can be used by the Company. If the NP work verification system is used, corresponding Company invoices will only be paid if the client has verified the information added to the system by the Company. The Company shall be responsible for any PAYE, Income Tax, National Insurance contributions and any other taxes and deductions payable in respect of its Contractor for any Assignment. 6. The Company s Obligations The Company during the assignment and afterwards, as appropriate will: - (e) (f) (g) (h) (i) (j) (k) (l) co-operate with the Client s staff and accept, if applicable, the direction, supervision and instruction of any responsible person in the Client s organisation (for example, when considering security and health & safety issues). observe any rules and regulations of the Client s establishment to which attention has been drawn or which the Company might reasonably be expected to ascertain. unless arrangements have been made to the contrary (see contract schedule) conform to the normal hours of work currently in force at the Client s establishment. take all reasonable steps to safeguard the worker or representatives own safety and the safety of any other person who may be present or affected by the Company s actions on the assignment and comply with the health and safety policy of the Client. not engage in any conduct detrimental to the interests of NP or the Client. comply with all reasonable requests made by NP or the Client. not work on any instructions given by any customer of the Client unless directed otherwise by the Client. wear clothing appropriate to NP, the client, the duties and the environment in which the Company is working. be present during the times or for the total number of hours during each day and/or week of the Assignment as may be agreed with NP or the Client. not sub-contract to any third party any of the services which it is required to perform under any Assignment. However, the Company may substitute a member or members of Contractor with, if applicable, the agreement of the client. take all necessary precautions to safeguard the Client s equipment and installations. on request, or on termination of the Assignment, immediately return any hardware or software (or any other Page 3 of 6

4 items or materials) supplied by the Client. 7. Liability The Company shall be liable for any loss, damage or injury to any party resulting from the negligent act or omissions of its Contractor during an Assignment. The Company shall ensure the provision of adequate Employer s Liability Insurance, Public Liability Insurance, Professional Indemnity Insurance and any other suitable policies of insurance in respect of the Company and its Contractor during an Assignment and shall make a copy of the policy available to NP upon request. The Company hereby indemnifies, and keeps indemnified NP against any losses incurred by NP that arise directly or indirectly out of, or in connection with, the Assignment and the Agency Workers Regulations Reviewing the performance of the Company The Company may be subject to performance reviews by the Client as and when required. NP will terminate the Company s contract with NP should the performance or qualifications of the Company s Contractor fall below the standard required by the Client without notice or compensation. 9. Health and Safety of the Company. The Company and its Contractor must agree to abide by the Health and Safety policies of the Client and those of any customer of the Client and comply with the relevant provisions of the Health and Safety at Work Act 1974 (as amended). 10. Termination An Assignment may be terminated by NP or the Company giving the other party the period of notice specified in the Contract Schedule (but see clause 14) except in cases of emergency and NP s decision as to what constitutes an emergency shall be conclusive. Failure by the Company to give notice of termination as required in the Contract Schedule shall constitute a breach of contract and shall entitle NP to claim damages from the Company for any consequent loss suffered by NP. The Company acknowledges that the continuation of an Assignment is subject to and conditioned by the continuation of the contract entered into between NP and the Client. In the event that the contract between NP and the Client is terminated for any reason the Assignment shall cease with immediate effect. 11. Acknowledgement The Company acknowledges that all copyright, trademarks, patents and other intellectual property rights deriving from services carried out by the Company for the Client during the Assignment shall belong to the Client. Page 4 of 6

5 12. Confidentiality In order to protect the confidentiality and trade secrets of any Client and without prejudice to every other duty to keep secret all information given to him or gained in confidence the Company agrees on its own part and on behalf of its Contractor: not at any time whether during or after an Assignment (unless expressly so authorised by the Client or NP as a necessary part of the performance of its duties) to disclose to any person or to make use of any of the trade secrets or confidential information of the Client. to deliver up to the Client or NP at the end of the Assignment all documents and other materials belonging to the Client (and all copies thereof) which are in the Company s possession including documents and other materials created by him during the course of the Assignment. not at any time to make any copy, abstract, summary or precis of the whole or any part of any document or other material belonging to the Client except when required to do so in the course of the Company s services under an Assignment in which event any such item shall belong to the Client or NP as appropriate. when required by the Client to give such an undertaking in writing in the format required by the Client. 13. Opt Out Notification. Conduct Regulations The Limited Company Supplier and Contractor acknowledge that it is their intention that the provisions of the Conduct of Employment Agencies and Employment Business Regulations 2003 (the Conduct Regulations 2003) do not apply to the Assignment and subsequent extensions. The parties have freely entered in to this Opt Out Notification; nevertheless the Limited Company Supplier and Contractor are free to withdraw from the Opt Out Notification at any time by giving not less 1 week s written notice to NP. However, where notice is given during an Assignment it will not take affect until the Assignment and any subsequent extensions are concluded. By signing the Limited Company Contract Schedule, the Limited Company Supplier and Contractor agree that the provisions of the Conduct Regulations 2003 shall not apply. 14. Notice Period The notice period to be given in writing by the Company and NP will be 28 days and 7 days respectively, unless specified to the contrary in the Contract Schedule. In exceptional circumstances, where the Client does not keep to agreed payment terms, NP reserves the right to terminate the Contract with the Company immediately. 15. Restriction. The Company s services shall not be supplied directly, or through any other person, firm or company, to any Client for which it has carried out Assignments for NP during the previous six months (save in the case of supply through an employment agency or consultancy where the Company was registered with that agency or consultancy as at the date of commencement of the last Assignment). 16. Undertaking by the Company Client s Contract with NP These Terms are to be read in Conjunction with the Contract Schedule and the Terms and Conditions placed upon NP by the Client which expressly relate to the Company. The Company agrees and undertakes to abide by the Terms and Conditions of the Contract between NP and the Client placed upon NP and which relate to the Page 5 of 6

6 Company as if the Company were a contracting party. Where there is a conflict NP s contract with the Client will take precedence over NP s Contract with the Company. A copy of NP s Contract with the Client will be made available to the Company on request. 17. Variation of Contract No variation can be made to these Terms and Conditions without the written consent of a Director of NP. 18 The agreement is governed by the law of England & Wales and is subject to exclusive jurisdiction of the Courts of England & Wales. Please sign below to indicate you have read and agree to the Terms and Conditions of Business. Name Position Signature Date Page 6 of 6