Terms of Business for the Supply of Temporary Workers

Contents

1. Definitions and interpretation
2. When these Terms apply
3. The Agency’s obligations
4. The Client’s obligations
5. Timesheets
6. Charges, invoicing and VAT
7. Cancellations, short-notice changes and minimum shifts
8. Transfer and introduction fees
9. Agency Workers Regulations 2010
10. Unsuitable workers and replacement
11. Liability
12. Insurance
13. Data protection
14. Confidentiality
15. Termination
16. General
17. Governing law and jurisdiction

1. Definitions and interpretation

1. 1.1In these Terms the following definitions apply:

   “Agency”

   KACD Limited trading as London Recruitment Agency, a company registered in England and Wales with company number 12487001, whose registered office is at 107-111 Fleet Street, London EC4A 2AB. The Agency acts as an employment business (as defined in the Conduct Regulations) when supplying Temporary Workers.

   “Assignment”

   the period during which a Temporary Worker is supplied to render services to the Client.

   “AWR”

   the Agency Workers Regulations 2010.

   “Charges”

   the charges payable by the Client for the supply of a Temporary Worker, as set out in the Agency’s rate confirmation or as otherwise agreed in writing with the Client.

   “Client”

   the person, firm or company to whom the Agency supplies, or introduces, a Temporary Worker, together with any of its group companies.

   “Conduct Regulations”

   the Conduct of Employment Agencies and Employment Businesses Regulations 2003.

   “Care Setting”

   any care home, nursing home, domiciliary care service, supported living service or other health or social care setting in which a Temporary Worker is engaged.

   “Data Protection Legislation”

   the UK GDPR, the Data Protection Act 2018 and any other applicable data protection laws.

   “Engagement”

   the engagement, employment or use of a Temporary Worker by the Client (or any third party to whom the Client has introduced the Temporary Worker) directly, or through any other employment business, other than through the Agency; “Engages” and “Engaged” are construed accordingly.

   “Relevant Period”

   the later of (a) 14 weeks from the first day of the Temporary Worker’s first Assignment with the Client, or (b) 8 weeks from the day after the last day of the Temporary Worker’s most recent Assignment with the Client, ignoring any breaks of more than 6 weeks between Assignments, in accordance with the Conduct Regulations.

   “Temporary Worker”

   the individual supplied by the Agency to the Client, including chefs, kitchen porters, waiting, bar and event staff, carers and care assistants, support workers, social care workers and nurses.

   “Timesheet”

   the Agency’s timesheet (paper or electronic, including via the Agency’s client portal) recording the hours worked by the Temporary Worker.

   “Transfer Fee”

   the fee payable under clause 8, as set out in the Agency’s rate confirmation or as otherwise agreed in writing with the Client.

2. 1.2Headings do not affect interpretation. References to legislation include any amendment or re-enactment of it. “Including” means including without limitation.

2. When these Terms apply

1. 2.1These Terms constitute the contract between the Agency and the Client for the supply of Temporary Workers and apply to the exclusion of any other terms the Client seeks to impose or incorporate, or which are implied by trade, custom or course of dealing.
2. 2.2These Terms are deemed accepted by the Client, and the contract is formed, when the Client requests or books a Temporary Worker (including by telephone, email, the Agency’s website forms or client portal), or when the Client accepts the introduction or supply of, or passes any information about, a Temporary Worker to any third party, or allows a Temporary Worker to begin work, whichever happens first.
3. 2.3No variation to these Terms is valid unless agreed in writing and signed by a director of the Agency. These Terms are separate from the terms that apply to the Agency’s software products (HR, CRM, Rota, Payroll, VAT and Bookkeeping).

3. The Agency’s obligations

1. 3.1The Agency will take reasonable steps to supply Temporary Workers with the experience, training, qualifications and authorisations the Client says are required for the Assignment, and that are required by law or by any professional body.
2. 3.2Before supplying a Temporary Worker the Agency will, as required by the Conduct Regulations and other applicable law: confirm the Temporary Worker’s identity and right to work in the UK; check that they have the experience, training and qualifications stated as required; confirm they are willing to work in the position; and, for Care Settings, carry out an enhanced Disclosure and Barring Service (DBS) check (including a barred list check where the role is regulated activity) and obtain references and, for nurses, confirm current Nursing and Midwifery Council (NMC) registration.
3. 3.3The Agency will provide the Client with information about the Temporary Worker’s identity, experience and qualifications, and will inform the Client of any information it receives that suggests the Temporary Worker may be unsuitable for the Assignment.
4. 3.4The Agency is responsible for paying the Temporary Worker and for making deductions for income tax and National Insurance contributions (where the Agency is legally obliged to do so), and for holiday pay, auto-enrolment pension contributions and statutory payments due to the Temporary Worker.

4. The Client’s obligations

1. 4.1When requesting a Temporary Worker, the Client must give the Agency accurate and complete details of the Assignment, including: the start date and expected duration; the position, type of work, location and hours; the experience, training, qualifications and any authorisations required by law or a professional body; any risks to health and safety and the steps taken to prevent or control them; any expenses payable; and, for AWR purposes, the information set out in clause 9.
2. 4.2The Client must comply with all health and safety legislation and is responsible for the Temporary Worker’s health, safety and welfare while on its premises or under its control, including carrying out risk assessments, providing a site-specific induction (including fire, emergency, food hygiene and manual handling procedures as relevant), supplying any required personal protective equipment, and providing access to collective facilities and amenities.
3. 4.3The Client is responsible for the day-to-day direction, supervision and control of the Temporary Worker during the Assignment, and must not ask the Temporary Worker to carry out work other than that requested, or work for which they are not qualified, trained or authorised.
4. 4.4Care Settings. Where the Assignment is in a Care Setting, the Client remains responsible for meeting its obligations as a registered provider, including those under the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014 and the requirements of the Care Quality Commission (CQC) or other relevant regulator. The Client must: give the Temporary Worker a full induction to the service, its policies and procedures, care plans and the needs of the people they will support; ensure appropriate supervision and access to a responsible person at all times; ensure the Temporary Worker is only asked to carry out tasks (including medication administration or clinical tasks) for which they are trained and competent; follow its safeguarding policies; and promptly report to the Agency any safeguarding concern, incident, complaint or allegation involving the Temporary Worker.
5. 4.5The Client must inform the Agency promptly of any incident, accident or complaint involving the Temporary Worker, and co-operate with any investigation, including any referral the Agency is required to make to the DBS, NMC or other body.
6. 4.6The Client must not, without the Agency’s prior written consent, pass a Temporary Worker’s details to any third party or supply the Temporary Worker to work for a third party.

5. Timesheets

1. 5.1At the end of each week of an Assignment (or at the end of the Assignment if shorter) the Client must sign, or approve electronically, the Timesheet confirming the hours worked by the Temporary Worker. Signature or approval confirms the hours shown are correct.
2. 5.2If the Client disputes the hours claimed, it must tell the Agency in writing within 7 days of the Timesheet being submitted so that the Agency can investigate. Where no dispute is raised in that time, the hours shown on the Timesheet will be treated as accepted.
3. 5.3If the Client is unable to sign or approve a Timesheet, this does not relieve the Client of its obligation to pay the Charges for hours actually worked. The Agency will pay the Temporary Worker for hours worked whether or not a Timesheet is signed.

6. Charges, invoicing and VAT

1. 6.1The Client agrees to pay the Charges for each hour (or shift) worked by the Temporary Worker, as set out in the Agency’s rate confirmation or as otherwise agreed in writing with the Client. Charges may differ for nights, weekends, bank holidays, overtime, sleep-ins and short-notice bookings where this is set out in the rate confirmation or otherwise agreed in writing.
2. 6.2The Agency will invoice the Client weekly, based on the Timesheets for the previous week.
3. 6.3Invoices are payable within the payment terms agreed in writing between the Agency and the Client. Payment must be made without set-off, deduction or counterclaim.
4. 6.4All Charges are exclusive of VAT, which the Client will pay at the applicable rate in addition to the Charges.
5. 6.5The Agency may adjust the Charges with reasonable written notice, including to reflect changes in the National Minimum or Living Wage, employer National Insurance or pension contributions, holiday entitlement, AWR equal treatment entitlements or other statutory costs.
6. 6.6Late payment. If the Client does not pay any invoice within the payment terms agreed in writing, the Agency may charge interest and fixed-sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998, together with its reasonable costs of recovery, and may suspend the supply of Temporary Workers until all overdue amounts are paid.

7. Cancellations, short-notice changes and minimum shifts

1. 7.1If the Client cancels or shortens a booked shift with less than 24 hours’ notice before the shift is due to start, the Client will pay 2 hours at the agreed charge rate, or the Charges for the full booked shift where the Temporary Worker has already arrived, unless otherwise agreed in writing.
2. 7.2A minimum charge of 4 hours applies to each shift worked, even if the Temporary Worker is released earlier by the Client.
3. 7.3If the Temporary Worker cannot attend, the Agency will tell the Client as soon as reasonably practicable and will use reasonable endeavours to provide a replacement.

8. Transfer and introduction fees

1. 8.1If the Client (or any third party to whom the Client has introduced the Temporary Worker) Engages a Temporary Worker supplied by the Agency during an Assignment, or within the Relevant Period, the Client must pay the Agency a Transfer Fee, as set out in the Agency’s rate confirmation or as otherwise agreed in writing with the Client.
2. 8.2If the Client (or any third party) Engages a person introduced by the Agency within the introduction period agreed in writing with the Client, but before any Assignment has started, the Client must pay an introduction fee as set out in the Agency’s rate confirmation or as otherwise agreed in writing with the Client.
3. 8.3Extended hire period. In accordance with regulation 10 of the Conduct Regulations, instead of paying a Transfer Fee the Client may, by giving the Agency written notice before the Engagement, choose to continue the supply of the Temporary Worker through the Agency for an extended hire period as agreed in writing with the Client, on the terms then in force, after which the Client may Engage the Temporary Worker without paying a Transfer Fee. If the Client does not take up this option, or does not complete the extended period, the Transfer Fee will be payable (reduced, where the extended period is partly completed, to reflect the hours supplied).
4. 8.4No Transfer Fee is payable if the Engagement starts after the end of the Relevant Period.

9. Agency Workers Regulations 2010

1. 9.1To allow the Agency to comply with the AWR, the Client must, before an Assignment starts and whenever they change, provide the Agency with information about the basic working and employment conditions (including pay, overtime, shift allowances, holiday entitlement, and any other pay and working-time terms) of a comparable employee in the same or a broadly similar role, and confirm whether there is a comparable employee.
2. 9.2The Client must inform the Agency of any previous or current assignment the Temporary Worker has had with the Client or any group company through another employment business, so that the 12-week qualifying period can be calculated, and of any structure that may affect it.
3. 9.3From the first day of an Assignment the Client must give Temporary Workers access to collective facilities and amenities (such as canteen, staff room and parking) and information about relevant vacancies, as required by the AWR.
4. 9.4The Client must take reasonable steps to keep accurate records and co-operate with the Agency in dealing with any AWR request or claim. The Client will indemnify the Agency against any claim arising from the Client’s failure to provide accurate and timely AWR information or from the Client’s own breach of the AWR.

10. Unsuitable workers and replacement

1. 10.1If the Client reasonably considers a Temporary Worker unsuitable, it must tell the Agency in writing (or by telephone, confirmed in writing) promptly, and in any event before the end of the first shift, giving reasons. The Agency will then use reasonable endeavours to supply a replacement and, where notified in that time, will not charge for hours the Client reasonably shows were unsuitable, as agreed, unless the unsuitability results from the Client’s inaccurate or incomplete information.
2. 10.2The Agency or the Client may end an Assignment at any time without liability other than for Charges already incurred, and the Agency may remove a Temporary Worker where it considers this necessary, including for safeguarding or health and safety reasons.

11. Liability

1. 11.1The Agency will take reasonable steps to ensure the suitability of Temporary Workers, but Temporary Workers work under the Client’s direction, supervision and control. The Agency is not liable for any loss, damage, expense or delay arising from the Temporary Worker’s acts or omissions, or from the failure to supply or the late supply of a Temporary Worker, except where caused by the Agency’s own negligence or breach of these Terms.
2. 11.2The Agency’s total liability to the Client in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with these Terms, is limited to the total Charges paid by the Client for the Assignment in question.
3. 11.3The Agency is not liable for any indirect or consequential loss, or for any loss of profit, business, contracts or goodwill.
4. 11.4Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be limited or excluded by law.
5. 11.5The Client will indemnify the Agency against any losses, claims and costs arising from the Client’s breach of these Terms or of any statutory duty, including health and safety, regulatory (including CQC) and safeguarding duties, or from the acts or omissions of the Client’s staff.

12. Insurance

1. 12.1The Agency maintains employer’s liability, public liability and, where applicable, professional indemnity insurance appropriate to its business. Details are available on request.
2. 12.2The Client must maintain adequate insurance for its business, including employer’s liability and public liability cover that extends to Temporary Workers working under its control, and, where Temporary Workers drive Client vehicles, motor insurance covering them.

13. Data protection

1. 13.1Each party will comply with the Data Protection Legislation when processing personal data about Temporary Workers, candidates and the people they support. Each party is an independent controller of the personal data it processes under these Terms, unless agreed otherwise in writing.
2. 13.2The Client will use personal data about Temporary Workers only for the purpose of the Assignment and for complying with its legal obligations, keep it secure, and not retain it for longer than necessary.
3. 13.3Further information is set out in the Agency’s Data Protection Privacy Statement.

14. Confidentiality

1. 14.1Each party will keep confidential all information about the other party’s business, and all information about Temporary Workers, received under these Terms, and will only disclose it to the extent required by law, a regulator or a court, or to its professional advisers.
2. 14.2Temporary Workers are required to keep the Client’s confidential information, and information about the people they support in Care Settings, confidential.

15. Termination

1. 15.1Either party may end these Terms at any time by written notice. Termination does not affect any Assignment already in progress unless the notice says so, or any rights that have already accrued, including the right to Charges, Transfer Fees and interest.
2. 15.2The Agency may suspend or end the supply of Temporary Workers immediately if the Client fails to pay any sum when due, breaches these Terms, becomes insolvent, or if the Agency reasonably believes a Temporary Worker’s health, safety or welfare, or the safety of people they support, is at risk.

16. General

1. 16.1Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control.
2. 16.2If any provision of these Terms is found invalid or unenforceable, the rest of these Terms will remain in force.
3. 16.3A person who is not a party to these Terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.
4. 16.4Notices must be in writing and sent to the Agency at kristine.hr@recruitmentagencylondon.uk or its registered office, and to the Client at the address or email address it gave when booking.

17. Governing law and jurisdiction

1. 17.1These Terms, and any dispute or claim arising out of or in connection with them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.