Registration Form

1. DEFINITIONS AND INTERPRETATION

1.1. In these Terms the following definitions apply:

Additional Payment means any remuneration which may be payable to the Agency Worker after the Qualifying Period in addition to the Qualifying Pay Rate;
Agency Worker means the work-seeker named in Section 1 of the attached Registration Form;
Agreed Deductions means a deduction in respect of (i) any previous overpayment made to the Agency Worker (ii) the replacement or repair cost of any property belonging to the Client or Girling Jones which is lost, damaged or not returned by the Agency Worker in accordance with these Terms and (iii) any other deduction which the Agency Worker agrees can be made from their remuneration from time to time;
Assignment means the temporary position or role which the Agency Worker may carry out for the Client pursuant to these Terms;
Assignment Schedule means the document confirming the details of an Assignment, including any Special Conditions;
AWR means the Agency Workers Regulations 2010;
Client means the person, firm or corporate body (together with any subsidiary or associated person, firm or corporate body) to whom the Agency Worker is supplied or introduced;
Conduct Regulations means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;
Confidential Information means all commercial, financial, marketing, technical or other information, trade secrets, knowhow or data of whatever nature relating to the Client or Girling Jones and their business or affairs, in any form whatsoever, which is provided to the Agency Worker or which the Agency Worker becomes aware of during an Assignment but not any information which is in the public domain unless it has been put there by the Agency Worker in breach of confidentiality;
Data means personal data and special/sensitive personal data within the meaning of the Data Protection Legislation;
Data Protection Legislation means (i) the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998;
Deductions means any deductions which Girling Jones may be required to make by law including, without limitation, any deductions for PAYE, National Insurance Contributions and pension contributions;
Engagement means the engagement, employment or use of the Agency Worker by the Client or any third party to whom the Agency Worker has been introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services, or through a company of which the Agency Worker is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; “Engage”, “Engages” and “Engaged” shall be interpreted accordingly;
Girling Jones means Girling Jones Limited, a company registered in England and Wales under company registration number 07492806 whose registered office is at 1st Floor, Kings Wharf, Exeter Quay, Exeter, Devon EX2 4AN;
Intellectual Property means any copyright, trademarks, patents, design rights, patents and other intellectual property rights arising anywhere in the world, whether registrable or not, together with any registration rights in respect of the same;
Leave Year means the calendar year beginning on the day on which the Assignment commences;
Pay Rate means the rate which will be paid for each hour or day worked during an Assignment prior to completion of the Qualifying Period, subject to Deductions and Agreed Deductions;
Period of Extended Hire means any additional period that the Client wishes the Agency Worker to be supplied for beyond the duration of the original Assignment or series of Assignments;
Qualifying Earnings means payments made to the Agency Worker in respect of the Assignment which are used to calculate pension contributions;
Qualifying Pay Rate means the rate which will be paid to the Agency Worker upon completion of the Qualifying Period, subject to Deductions and any Agreed Deductions, as set out in any variation to the Assignment Schedule;
Qualifying Period means the 12-week qualifying period set out in Regulation 7 of the AWR;
Relevant Period means the later of (i) the 8-week period commencing on the day after the last day on which the Agency Worker was supplied by Girling Jones to the Client; or (ii) the 14 week period commencing on the first day on which the Agency Worker was supplied by Girling Jones to the Client or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) between Assignments;
Site means the location at which the Assignment is performed by the Agency Worker;
Special Conditions means any conditions which are specific to the Assignment, as set out in the Assignment Schedule;
Terms means these terms of engagement, incorporating any Assignment Schedule which may be issued from time to time;
Transfer Fee means the fee payable by the Client to Girling Jones in accordance with clause 3.4, as permitted by Regulation 10 of the Conduct Regulations;
Type of Work means the role specified by the Agency Worker on the attached registration form or such other role as may be acceptable to the Agency Worker; and
WTR means the Working Time Regulations 1998.

1.2. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.

1.3. The headings in these Terms are for convenience only and do not affect their interpretation.

1.4. Any reference to legislation shall be deemed to include any amendment, extension, re-enactment or replacement and any subordinate or secondary legislation which may be made from time to time, whether before or after the date on which these Terms are agreed.

2. THE CONTRACT

2.1. The Agency Worker shall be deemed to have accepted these Terms upon signing the attached Registration Form, commencing an Assignment or submitting any timesheet to Girling Jones, whichever occurs first following the receipt of these Terms by the Agency Worker.

2.2. These Terms constitute a Contract for Services between Girling Jones and the Agency Worker and shall apply to all Assignments undertaken by the Agency Worker through Girling Jones, subject to any replacement or variation to these Terms which may be made by Girling Jones from time to time.

2.3. These Terms represent the entire agreement between Girling Jones and the Agency Worker and shall prevail over any other contractual terms which are proposed by the Agency Worker.

2.4. The Agency Worker shall be engaged as a worker and entitled to certain statutory rights but shall not be an employee of Girling Jones at any time.

2.5. No variation or alteration to these Terms shall be valid if made during an Assignment unless the details of such variation are agreed between Girling Jones and the Agency Worker, are set out in writing and a copy of the varied terms is given to the Agency Worker no later than 5 business days following the day on which the variation was made, stating the date on or after which such varied terms shall apply.

2.6. For the purposes of the Conduct Regulations, Girling Jones shall act as an Employment Business.

3. ASSIGNMENTS

3.1. Girling Jones will use reasonable endeavours to identify Assignments for the Agency Worker to carry out the Type of Work but Girling Jones shall be under no obligation to do so and the Agency Worker shall be under no obligation to accept any Assignment offered by Girling Jones.
The Agency Worker acknowledges that there may be periods when no suitable work is available and agrees that:

3.1.1. Girling Jones shall not be liable to the Agency Worker for not arranging an Assignment for the Agency Worker or for not submitting the Agency Worker’s details to any particular Client; and

3.1.2. the Agency Worker may register with and carry out assignments for any third party provided that such assignments do not conflict with the Agency Worker’s obligations under these Terms.

3.2. Prior to commencement of an Assignment, Girling Jones shall provide the Agency Worker with an Assignment Schedule confirming the details of the Assignment together with the information specified in Regulation 18 of the Conduct Regulations.

3.3. If, before or during an Assignment or during the Relevant Period, the Client wishes to Engage the Agency Worker, the Agency Worker acknowledges that Girling Jones may charge the Client a Transfer Fee or arrange a Period of Extended Hire with the Client at the end of which the Agency Worker may be Engaged by the Client without further charge to the Client.

4. AGENCY WORKER’S OBLIGATIONS & WARRANTIES

4.1. If the Agency Worker carries out an Assignment, the Agency Worker must:

4.1.1. notify Girling Jones if the Agency Worker has worked for the same Client within the prior six-month period;

4.1.2. perform the Assignment in a diligent and professional manner;

4.1.3. co-operate with the Client’s lawful instructions and work under the direction, supervision and control of any person specified by the Client;

4.1.4. comply with any relevant policies and procedures at the Site;

4.1.5. take all reasonable steps to safeguard the Agency Worker’s own health and safety and that of any third party who might be affected by the Agency Worker’s acts or omissions;

4.1.6. comply with all legislation when performing the Assignment and not do anything or permit there to be done anything which would place the Client or Girling Jones in breach of any legislation;

4.1.7. not engage in any conduct which may be detrimental to the interests of Girling Jones or the Client;

4.1.8. not unlawfully discriminate against, harass or victimise any third party in the course of the Assignment;

4.1.9. not at any time divulge, nor use for his or her own or any other person’s benefit, any Confidential Information other than for legitimate purposes in connection with the Assignment;

4.1.10. use all Data which is provided by the Client strictly in accordance with all Data Protection Legislation, deliver up such Data to the Client on demand, not retain such Data for any purpose whatsoever after termination of the Assignment and comply at all times with the Client’s policies and procedures in relation to the usage of Data; and

4.1.11. on completion of the Assignment, and at any other time if requested, return to the Client or to Girling Jones as appropriate, any items provided to the Agency Worker in connection with the Assignment including, without limitation, all equipment, materials, documents, ID cards, uniforms and personal protective equipment. For the avoidance of doubt, the Agency Worker shall have no right to exercise any lien over any property belonging to the Client or Girling Jones at any time.

4.2. The Agency Worker warrants that:

4.2.1. the Agency Worker is legally entitled to work in the United Kingdom or the location of the Assignment if it is outside of the United Kingdom;

4.2.2. the information provided by the Agency Worker in any registration document and CV is accurate and not misleading;

4.2.3. the Agency Worker has disclosed to Girling Jones any unspent criminal convictions and, if the Assignment falls within the scope of the Rehabilitation of Offenders Act 1974 (Exceptions) Order 1975, any spent convictions; and

4.2.4. the Agency Worker is not aware of any reason why it would be detrimental to the interests of the Client or the Agency Worker for the Agency Worker to carry out the Assignment.

4.3. The Agency Worker acknowledges that the warranties given in clause 4.2 are given on a continuing basis and the Agency Worker must notify Girling Jones without delay if the Agency Worker is unable to give such warranties at any time.

4.4. If the Agency Worker is unable for any reason to attend the Site during an Assignment, the Agency Worker must inform Girling Jones and the Client within 1 hour of commencement of the working day.

5. TIMESHEETS

5.1. At the end of each week of an Assignment (or at the end of the Assignment where it is terminated before the end of a week) the Agency Worker must submit a completed timesheet to Girling Jones which shows the time worked during the preceding week and which has been approved by an authorised representative of the Client.

5.2. Subject to receiving the approved timesheet no later than 10am on the Monday following the week to which the timesheet relates, Girling Jones shall pay the Agency Worker on the next Friday for the time shown on such timesheet. Where the timesheet is received after 10am on the Monday, Girling Jones shall pay the Agency Worker on the Friday of the following week.

5.3. Where the Agency Worker (i) fails to submit a properly completed and approved timesheet or (ii) submits a timesheet which Girling Jones reasonably believes may be inaccurate, Girling Jones shall contact the Client to establish the time which was actually worked by the Agency Worker and, where relevant, the reason for the Client’s refusal to approve the timesheet. This may delay any payment due to the Agency Worker but Girling Jones shall (i) pay any undisputed amount as soon as reasonably practicable and (ii) use reasonable endeavours to ensure that the matter is resolved within ten working days.

5.4. For the purposes of the WTR, the Agency Worker’s working time shall consist of periods during which the Agency Worker carries out activities or duties for the Client as part of the Assignment. Time spent travelling to the Client’s premises (apart from time spent travelling between two or more premises of the Client), lunch breaks and other rest breaks shall not count as part of the Agency Worker’s working time for these purposes, subject to any variation set out in the Assignment Schedule.

6. REMUNERATION

6.1. Girling Jones shall pay to the Agency Worker the Pay Rate until the Agency Worker completes the Qualifying Period. The Pay Rate will be set out in the Assignment Schedule and shall not be less than the National Minimum Wage or, if applicable to the Agency Worker, the National Living Wage in force from time to time.

6.2. Upon the Agency Worker completing the Qualifying Period:

6.2.1. Girling Jones shall, where appropriate, send a revised Assignment Schedule setting out the Qualifying Pay Rate and any Additional Payment; and

6.2.2. where applicable, the Agency Worker must comply with the Client’s procedure for assessing the Agency Worker’s entitlement, if any, to a bonus pursuant to the AWR. Girling Jones will pay a bonus to the Agency Worker pursuant to the AWR where the Client confirms in writing that the Agency Worker is entitled to receive such a bonus.

6.3. Girling Jones undertakes to pay the Agency Worker for all time actually worked by the Agency Worker, whether or not Girling Jones is paid or expecting to be paid by the Client for such time. Nothing in this clause shall prevent Girling Jones from making Deductions or Agreed Deductions from such payments.

6.4. In accordance with the Pensions Act 2008, the Agency Worker shall be auto-enrolled in Girling Jones’ pension scheme and the Agency Worker acknowledges that Girling Jones shall provide information about the Agency Worker to NEST (National Employment Savings Trust) for this purpose, including information about the Agency Worker’s remuneration. If the Agency Worker does not opt out of the pension scheme, Girling Jones shall make (i) the statutory minimum pension contributions of 1% of the Agency Worker’s Qualifying Earnings and (ii) the statutory minimum Deduction of 1% of the Qualifying Earnings in respect of the Agency Worker’s pension contributions or a higher percentage Deduction if specified by the Agency Worker. The Agency Worker acknowledges that the statutory minimum percentage contributions shall vary from time to time.

6.5. Subject to any statutory entitlement, the Agency Worker is not entitled to receive payment from Girling Jones or the Client for time not spent on Assignment, whether in respect of holidays, illness or absence for any other reason unless otherwise agreed.

7. ANNUAL LEAVE

7.1. The Agency Worker is entitled to paid annual leave in accordance with the statutory minimum under the WTR, which is currently 20 days plus public holidays each Leave Year, based on the Agency Worker working not less than five days per week. The Agency Worker’s entitlement to holiday pay shall therefore accrue at a rate of 12.07% of any payment made by Girling Jones to the Agency Worker in respect of the Assignment, excluding any expense payments.

7.2. The Agency may not take paid annual leave which has not accrued at the relevant time.

7.3. The Agency Worker’s paid annual leave must be taken during the Leave Year in which it accrues and the Agency Worker is responsible for ensuring that all paid annual leave is requested and taken within the Leave Year.

7.4. If the Agency Worker wishes to take paid annual leave during an Assignment, the Agency Worker must notify Girling Jones of the dates of the intended absence, giving notice of at least twice the length of the period of leave that the Agency Worker wishes to take. In certain circumstances, Girling Jones may require the Agency Worker to take paid annual leave on specific days, notify the Agency Worker of periods when paid annual leave cannot be taken or give counter-notice to the Agency Worker to postpone or reduce the leave that the Agency Worker wishes to take.

7.5. On completion of the Qualifying Period, the Agency Worker may be entitled to additional paid annual leave under the AWR which, if applicable, shall be confirmed in an amended Assignment Schedule and paid on a rolled-up basis. For the avoidance of doubt, any additional paid annual leave which may be due under the AWR shall be set off against any amount by which the Qualifying Pay Rate exceeds the rate payable to a comparable employee of the Client.

7.6. On termination of the Assignment, Girling Jones shall make a payment to the Agency Worker in lieu of any accrued paid annual leave which is untaken.

7.7. The Agency Worker may ask to receive their holiday pay on a rolled-up basis by submitting a request to Girling Jones in writing. Upon the Agency Worker making such a request in writing, Girling Jones shall continue to pay holiday pay to the Agency Worker on a rolled-up basis until the Agency Worker makes a further request in writing for Girling Jones to accrue the Agency Worker’s holiday pay. The Agency Worker acknowledges that, if holiday pay is paid on a rolled-up basis, the Agency Worker shall not receive payment from Girling Jones for any period in which the Agency Worker is actually on annual leave.

8. SICKNESS ABSENCE

8.1. The Agency Worker must notify Girling Jones of any sickness absence by telephone in accordance with clause 4.4.

8.2. The Agency Worker may be eligible for Statutory Sick Pay provided that the Agency Worker meets the relevant statutory criteria.

8.3. The Agency Worker must provide Girling Jones with evidence of the Agency Worker’s incapacity to work with a self-certificate for the first 7 days of incapacity and a Statement of Fitness for Work (“Statement”) thereafter.

8.4. For the purposes of the Statutory Sick Pay scheme, the qualifying days shall be the days on which the Agency Worker would usually work in the relevant Assignment.

8.5. If the Agency Worker submits a Statement or similar medical evidence, which indicates that the Agency Worker may, subject to certain conditions, be fit to work, Girling Jones will consult with the Client and the Agency Worker as appropriate to assess whether the conditions identified in the Statement or similar documentation can be satisfied for the duration of the Assignment.

8.6. Where clause 8.5 applies, the Agency Worker’s placement in a new Assignment or continuation in an ongoing Assignment may be subject to the Agency Worker agreeing to a variation of the Terms or the assignment details set out in the Assignment Schedule to accommodate any conditions identified in the Statement or other medical evidence as appropriate.

9. TERMINATION

9.1. Subject to any notice period specified in the Assignment Schedule, Girling Jones, the Agency Worker or the Client may terminate an Assignment at any time without prior notice or liability.

9.2. Notwithstanding any notice period specified in the Assignment Schedule, Girling Jones may terminate the Assignment at any time and without notice or any liability to make a payment to the Agency Worker in lieu of notice if:

9.2.1. the Client notifies Girling Jones of a serious issue with the Agency’s Worker’s conduct or performance on Assignment;

9.2.2. the Agency Worker refuses or fails to perform the Assignment for any reason;

9.2.3. Girling Jones considers it to be detrimental to the interests of the Client or the Agency Worker for the Assignment to continue; or

9.2.4. Girling Jones terminates the supply of the Agency Worker to the Client by reason of the Client’s financial situation or any dispute with the Client.

9.3. Unless the Agency Worker commences another Assignment within 4 weeks of the Assignment terminating, Girling Jones will forward a P45 to the Agency Worker’s last known address.

9.4. The Agency Worker’s obligations under clauses 4.1.10, 10, 11 and 12 shall survive termination of the Assignment.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. The Agency Worker agrees that any Intellectual Property created or discovered in or otherwise deriving from an Assignment shall belong to the Client and the Agency Worker unreservedly assigns all rights in such Intellectual Property to the Client and waives any moral rights in the same.

10.2. The Agency Worker shall execute all such documents and take all such steps as the Client shall require to give effect to the Agency Worker’s obligations under this clause 10.

11. CONFIDENTIALITY

11.1. The Agency Worker agrees:

11.1.1. not at any time, whether during or after an Assignment to disclose to any person or to make use of any Confidential Information, save as necessary for the performance of the Assignment;

11.1.2. to deliver up to the Client at the end of an Assignment all documents and materials, in any format whatsoever, which belong to the Client and are in the Agency Worker’s possession or under the Agency Worker’s control including documents and materials created by the Agency Worker during the course of the Assignment; and

11.1.3. not at any time to make any copy, abstract, summary or précis of the whole or any part of any document or material belonging to the Client except when required to do so in the course an Assignment, in which event any such item shall belong to the Client.

12. GENERAL PROVISIONS

12.1. If any provision of these Terms is determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remainder of the Terms, which shall continue to be valid to the fullest extent permitted by law.

12.2. Subject to clause 13.3, neither party intends for these Terms to be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.

12.3. The Client shall have the benefit of a third party right to enforce clauses 4.1.10, 10 and 11 directly against the Agency Worker.

12.4. These Terms shall be interpreted in accordance with the law of England & Wales and any dispute between Girling Jones and the Agency Worker shall be subject to the exclusive jurisdiction of the Courts of England & Wales.

CONTRACT FOR SERVICES (INTERMEDIARIES)

1. DEFINITIONS AND INTERPRETATION

1.1. In these Terms, the following definitions apply:

Assignment means the temporary project or role which the Intermediary undertakes for the Client;
Assignment Schedule means the document issued by Girling Jones confirming the details of the Assignment;
Client means the person, firm or corporate body (together with any subsidiary or associated person, firm or corporate body) to whom the Services are provided;
Conduct Regulations means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;
Confidential Information means all confidential, commercial, financial, marketing, technical or other information of whatever nature relating to the Client, its business or affairs (including, without limitation, all data, records, reports, agreements, software, programs, specifications, know-how, trade secrets and other information) in any form whatsoever which is disclosed or otherwise made available to the Intermediary in relation to or during the course of an Assignment;
Data means any personal data and special/sensitive personal data within the meaning of the Data Protection Legislation and in respect of which the Client is a data controller;
Data Protection Legislation means (i) the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998;
Girling Jones means Girling Jones Limited, a company registered in England and Wales under company registration number 07492806 whose registered office is at 1st Floor, Kings Wharf, Exeter Quay, Exeter, Devon EX2 4AN;
Intellectual Property means all copyright, trademarks, database rights, design rights, patents and other intellectual property of any type, whether capable of registration or not, together with any registration rights in the same existing anywhere in the world;
Intermediaries Legislation means Chapters 8 or 10 of Part 2 of ITEPA;
Intermediary means the limited company specified in section 4 of the attached Registration Form;
Intermediary Fees means the fees payable by Girling Jones to the Intermediary in respect of the Assignment;
ITEPA means the Income Tax (Earnings and Pensions) Act 2003;
Losses means all losses, liabilities, damages, costs, expenses, claims (actual or threatened), fees (including legal fees) and charges;
Online Assessment means a completed assessment from the HMRC checking tool at https://www.tax.service.gov.uk/check-employment-status-for-tax;
Opted Out means opted out of the Conduct Regulations under Regulation 32(9). Opt Out shall be interpreted accordingly;
Progress Report means a document in a format acceptable to Girling Jones which details the Services which have been provided during the period stated on such document;
Public Authority means a public authority within the meaning of the Freedom of Information Act 2000 or as otherwise defined in Chapter 10 of Part 2 of ITEPA;
Relevant Jurisdiction means the location in which the Services are provided;
Relevant Period means the period defined in Regulation 10(5) of the Conduct Regulations;
Reporting Obligations means the Onshore Employment Intermediaries reporting obligations under s716B of ITEPA;
Representative means the Intermediary’s director, officer, employee, worker or representative provided to perform the Services, including any Substitute;
Restricted Period means the 6 month period following termination of the Assignment;
Services means the work carried out by the Intermediary during the Assignment;
Special Conditions means any conditions which are specific to an Assignment, as set out in the Assignment Schedule; and
Substitute means any alternative or replacement Representative provided by the Intermediary from time to time.

1.2. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.

1.3. The headings contained in these Terms are for convenience only and do not affect their interpretation.

1.4. Any reference to legislation shall be deemed to include any amendment, extension, re-enactment or replacement and any subordinate or secondary legislation which may be made from time to time, whether before or after the date on which these Terms are agreed.

2. THE CONTRACT

2.1. The Intermediary shall be deemed to have accepted these Terms upon signing the attached Registration Form, commencing an Assignment or submitting any Progress Report or invoice to Girling Jones, whichever occurs first following receipt of these Terms by the Intermediary.

2.2. These Terms constitute the entire agreement between Girling Jones and the Intermediary and shall prevail over any alternative contract which is proposed by the Intermediary.

2.3. The Special Conditions, if any, shall be set out in the Assignment Schedule and shall take priority over these Terms.

2.4. These Terms shall apply to any Assignment carried out by the Intermediary. Nothing in this clause shall prevent Girling Jones from issuing an updated or amended version of these Terms from time to time.

3. RELATIONSHIP BETWEEN THE PARTIES

3.1. Girling Jones shall endeavour to identify potential Assignments for the Intermediary to perform from time to time but:

3.1.1. Girling Jones is under no obligation to offer any Assignment to the Intermediary; and

3.1.2. the Intermediary is under no obligation to accept any Assignment which is offered by Girling Jones.

3.2. Girling Jones and the Intermediary agree that:

3.2.1. each party is a separate independent business and there is no intention to create any partnership or joint venture between the parties;

3.2.2. the Intermediary rather than Girling Jones is responsible for paying any expenses, holiday pay, sick pay, pension contributions and other statutory payments to the Representative; and

3.2.3. there is no intention for any contractual or employment relationship to exist between Girling Jones and the Representative at any time.

3.3. The Intermediary may supply services to any third party at any time provided that this does not affect the provision of the Services, create a conflict of interest or otherwise put the Intermediary in breach of these Terms.

4. INTERMEDIARY’S WARRANTIES

4.1. The Intermediary warrants that:

4.1.1. by carrying out an Assignment under these Terms, neither the Intermediary nor any Representative shall breach any third-party obligation;

4.1.2. any information provided by the Intermediary and the Representative to Girling Jones is accurate and not misleading;

4.1.3. the Representative has declared and shall continue to declare to Girling Jones any unspent criminal convictions and, if the Assignment falls within the scope of the Rehabilitation of Offenders Act 1974 (Exceptions) Order 1975, any spent convictions too;

4.1.4. the Representative is legally entitled to work in the Relevant Jurisdiction and shall be throughout any Assignment;

4.1.5. the Intermediary’s agreement with each Representative requires the Representative to comply with any relevant obligations in these Terms including, without limitation, any obligations in respect of confidentiality and intellectual property;

4.1.6. all payments made by the Intermediary to the Representative in respect of the Services shall be treated as employment income and subject to deductions for PAYE tax and National Insurance Contributions;

4.1.7. the Intermediary shall account to HMRC or the equivalent tax authorities in the Relevant Jurisdiction for all taxes relating to the provision of Services by the Intermediary;

4.1.8. the Intermediary is not a “managed service company” as defined in section 61B of the Income Tax (Earnings and Pensions) Act 2003;

4.1.9. the Intermediary is a private limited company, registered in England and Wales or Scotland and is in good standing with Companies House; and

4.1.10. unless the Intermediary notifies Girling Jones to the contrary, no Representative shall be deemed to be an agency worker within the meaning of the Agency Workers Regulations 2010.

4.2. The Intermediary acknowledges that the warranties given in clause 4.1 are given on a continuing basis and the Intermediary must notify Girling Jones without delay if the Intermediary is unable to confirm any of the warranties at any time.

5. OBLIGATIONS OF THE INTERMEDIARY

5.1. If the Intermediary carries out an Assignment, the Intermediary shall:

5.1.1. perform the Services in a safe, diligent and professional manner;

5.1.2. subject to the reasonable operational requirements of the Client, determine the manner in which to perform the Services and the times at which to perform the Services;

5.1.3. comply with any Client procedures, including those relating to health and safety, to the extent that they are relevant to an independent contractor;

5.1.4. comply with all relevant legislation at all times and not do anything or permit there to be done anything which would place the Client or Girling Jones in breach of any legislation;

5.1.5. not engage in any conduct which is detrimental to the interests of Girling Jones or the Client;

5.1.6. not discriminate against, harass or victimise any third party in the course of the Assignment;

5.1.7. not enter into any contract on behalf of the Client or otherwise purport to be authorised to bind the Client contractually without the express written consent of the Client;

5.1.8. provide at its own cost all such equipment, tools and training as is necessary for the performance of the Services, unless otherwise agreed with Girling Jones;

5.1.9. ensure that any computer equipment and software belonging to the Intermediary which is used during the course of the Assignment is protected by up-to-date anti-virus protection;

5.1.10. not install any software onto any computer equipment or network belonging to the Client unless otherwise agreed with the Client;

5.1.11. not download, install or introduce any computer virus, spyware or similar malware into any computer equipment or network belonging to the Client;

5.1.12. upon termination of an Assignment or at any time upon demand return, in good condition, any property, tools and equipment belonging to the Client or Girling Jones which were supplied to the Intermediary in relation to the Assignment.

5.2. The Intermediary must notify Girling Jones without delay if:

5.2.1.1. the Intermediary is unable to provide the Services during an Assignment for any reason;

5.2.1.2. the Intermediary is aware of any reason why the Intermediary or any Representative is not suitable for an Assignment;

5.2.1.3. the Intermediary is unable to comply with any obligation in clause 5.1 for any reason;

5.2.1.4. the Client wishes to vary the nature, scope or location of the Assignment; or

5.2.1.5. the Client engages or expresses an intention to engage the Intermediary or any Representative directly or indirectly within the Restricted Period.

5.3. Where the Intermediary has Opted Out, if a Representative is unable or unwilling to perform the Services, the Intermediary shall appoint a Substitute and ensure that:

5.3.1. the Substitute has the relevant experience, training, qualifications, authorisations and necessary clearances to perform the Services;

5.3.2. the Substitute has Opted Out;

5.3.3. the Intermediary rather than Girling Jones shall be responsible for paying any remuneration to the Substitute; and
5.3.4. there is no delay to or adverse effect upon the performance of the Services.

5.4. If the Intermediary and Representative have Opted Out, the Intermediary shall not and shall procure that the Representative does not without the consent of Girling Jones, supply services which are materially similar to the Services, to the Client, directly or indirectly within the Restricted Period.

6. PROVISION OF INFORMATION

6.1. Where requested by Girling Jones, the Intermediary shall provide all such information and documents as Girling Jones shall require to:

6.1.1. comply with Girling Jones’ Reporting Obligations;

6.1.2. demonstrate the Intermediary’s compliance with these Terms;

6.1.3. show whether the Intermediary operates inside or outside of the Intermediaries Legislation including, without limitation, an Online Assessment;

6.1.4. make payments of the Intermediary Fees where clause 7.4.1 applies including, without limitation, the relevant Representative’s National Insurance number, tax code and last P45;

6.2. Girling Jones shall:

6.2.1. issue an Assignment Schedule to the Intermediary and the Client prior to commencement of an Assignment or as soon as practicable thereafter; and

6.2.2. advise the Intermediary of any relevant health and safety information relating to the Assignment which Girling Jones receives from the Client and, where the Intermediary and Representative have not Opted Out, provide the information specified in the Conduct Regulations.

7. INVOICING & PAYMENTS

7.1. At the end of each week of the Assignment or at such interval as may be agreed between the Intermediary and Girling Jones, the Intermediary shall prepare a Progress Report and arrange for it to be approved by an authorised representative of the Client.

7.2. The Intermediary shall submit the approved Progress Report to Girling Jones, together with a corresponding invoice, within three months of the end of the week to which it relates. Subject to clause 7.7, Girling Jones shall not pay any invoice submitted by the Intermediary which is not supported by a Progress Report which has been approved by the Client.

7.3. Subject to receiving the approved Progress Report and corresponding invoice no later than 10am on the Monday following the week to which the Progress Report relates, Girling Jones shall pay the Intermediary Fees by the following Friday. Where the Progress Report is received after 10am on the Monday, Girling Jones shall pay the Intermediary Fees by the Friday of the following week.

7.4. When paying the Intermediary Fees to the Intermediary:

7.4.1. if the Client or, where relevant, the Client’s client is a Public Authority and has determined that the Assignment falls within the Intermediaries Legislation or if the Intermediary has provided information which indicates that the Intermediary operates inside of the Intermediaries Legislation, Girling Jones shall deduct PAYE tax and National Insurance Contributions from its payments to the Intermediary and remit the remaining balance to the Intermediary;

7.4.2. Girling Jones shall determine whether the Services fall within the Construction Industry Scheme (where relevant) and, if so, shall make deductions from the Intermediary Fees as required by law;

7.4.3. Girling Jones shall only pay the Intermediary Fees to a UK-based bank account in the name of the Intermediary and shall not make payment to any third party.

7.5. Unless otherwise specified in the Assignment Schedule, the Intermediary Fees shall be inclusive of all expenses incurred by the Intermediary in relation to the Assignment. Where Girling Jones has agreed to pay any expenses to the Intermediary, the Intermediary must submit an invoice for such expenses with supporting documentation.

7.6. If the Client is unwilling to pay for the Services or any part thereof, the Intermediary shall provide all such assistance as Girling Jones shall require to establish the Client’s reasons for non-payment and remedy the issue.

7.7. If the Intermediary and the Representative have not Opted Out:

7.7.1. Girling Jones shall accept a Progress Report from the Intermediary which has not been approved by the Client but the payment of the Intermediary’s invoice in respect of such Progress Report may be delayed for a reasonable period while Girling Jones seeks approval of such Progress Report from the Client or confirmation of the Services which were actually performed in the period specified on the Progress Report; and

7.7.2. Girling Jones undertakes to pay the Intermediary for the Services irrespective of whether Girling Jones has received or expects to receive payment from the Client in respect of such Services.

7.8. If any sum of money is due to Girling Jones from the Intermediary for any reason, Girling Jones may set off and deduct that sum from any amount due or which at any later time is due from Girling Jones to the Intermediary.

8. TERMINATION

8.1. The Assignment shall commence on the date set out in the Assignment Schedule and, subject to any notice provision within the Assignment Schedule, may be terminated by either party at any time and without liability.

8.2. Notwithstanding any notice provision within the Assignment Schedule, Girling Jones may without notice and without liability terminate the Assignment at any time if:

8.2.1. the Intermediary commits any serious or persistent breach of any of its obligations under these Terms;

8.2.2. the Intermediary make a serious error or omission in the Services;

8.2.3. the Intermediary refuses or fails to provide the Services;

8.2.4. the Client or the Intermediary becomes insolvent;

8.2.5. the agreement between the Client and Girling Jones is terminated for any reason; or

8.2.6. prior to commencement of the Assignment, the Client cancels the Assignment.

8.3. Following termination of an Assignment, the following clauses shall remain effective and enforceable: 5.1.12, 9, 10, 11 and 12.

9. INTELLECTUAL PROPERTY

9.1. The Intermediary warrants and shall ensure that:

9.1.1. the Intermediary and the Representative assign to the Client, without charge, and waive all moral rights in all present and future interests of whatever nature in any Intellectual Property which is created or discovered or which otherwise arises out of or in connection with the Assignment;

9.1.2. the Intermediary and the Representative take all such steps as the Client may reasonably require, without delay, to vest the Intellectual Property referred to in clause 9.1.1 in the Client or such third party as the Client may specify;

9.1.3. the Intermediary discloses to the Client, without delay, any idea, method, invention, discovery, design, concept or other work made or created by the during an Assignment; and

9.1.4. the Services do not breach the intellectual property rights of any third party.

9.2. The Client shall retain ownership of all intellectual property rights of whatever nature in any documents, data or other materials provided to the Intermediary in relation to an Assignment and the Intermediary shall not be entitled to use such documents, data or other materials for any purpose other than carrying out the Assignment.

10. CONFIDENTIALITY

10.1. In order to protect the confidentiality and trade secrets of the Client and without prejudice to any other duty to keep confidential all information given to the Intermediary in relation to an Assignment, the Intermediary shall and shall ensure that the Representative:

10.1.1. does not at any time whether during or after the Assignment, unless authorised by the Client, disclose to any person or make use of any Confidential Information, other than information which is in the public domain (but not any information which has been placed in the public domain by the Intermediary or any Representative);

10.1.2. delivers up to the Client at the end of the Assignment all documents, data and other materials belonging to the Client, in any format whatsoever, which are in its possession or under its control, including any documents, data and other materials created by the Intermediary during the Assignment; and

10.1.3. does not at any time make a copy, abstract or summary of the whole or any part of any document, data or other material belonging to the Client except when required to do so in the course of the Assignment, in which event any such item shall remain the property of the Client.

11. DATA PRIVACY

11.1. The Intermediary may have access to Data during an Assignment and, as a data processor within the meaning of the Data Protection Legislation, shall;

11.1.1. process such Data only on the written instructions of the Client;

11.1.2. where applicable, ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Data and against accidental loss or destruction of, or damage to, Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected;

11.1.3. ensure that all Representatives who have access to and/or process Data are obliged to keep the Data confidential; and

11.1.4. not transfer any Data outside of the European Economic Area without the prior written agreement of the Client;

11.1.5. assist the Client in responding to any request from an individual pursuant to the Data Protection Legislation;

11.1.6. notify the Customer without undue delay on becoming aware of a Data security breach;

11.1.7. delete or return, as requested by the Client, Data and copies thereof on termination of the Assignment.

LIABILITY & INDEMNITY

11.2. The Intermediary shall be liable for and shall indemnify Girling Jones and the Client for any Losses suffered or incurred as a result of:

11.2.1. any breach of any obligation under these Terms, negligence or other tortious act or breach of statutory duty by the Intermediary;

11.2.2. any defect in the Services and the Intermediary shall, if so requested, remedy any defect which is capable of remedy in the Intermediary’s own time and at the Intermediary’s expense;

11.2.3. any Representative bringing or threatening to bring a claim against Girling Jones or the Client (i) in the Employment Tribunal or (ii) predicated on there being a direct contractual relationship between the Representative and Girling Jones or between the Representative and the Client; and

11.2.4. any claim, demand or assessment made by HMRC (or an equivalent body) for income tax or National Insurance Contributions relating to payments made by Girling Jones to the Intermediary, except to the extent that such claim, demand or assessment arises from the acts or omissions of Girling Jones or the Client.

11.3. Subject to clause 12.3, the liability of Girling Jones to the Intermediary in respect of any claim arising out of or in connection with these Terms and whether arising in contract, tort (including negligence) or otherwise shall be limited to the Intermediary Fees paid by Girling Jones to the Intermediary in the three-month period prior to such liability arising.

11.4. Neither party intends to limit or exclude their liability for death or personal injury caused by their negligence, for fraud or fraudulent misrepresentation or any other claim which may not be limited or excluded by law.

11.5. The Intermediary shall take out any maintain throughout the term of the Assignment and, in the case of Professional Indemnity insurance, for a period of not less than two years following termination of an Assignment, adequate Public Liability Insurance, Employers Liability Insurance (where appropriate) and Professional Indemnity Insurance to cover the Intermediary’s potential liability under these Terms, together with any other insurance policies which may be appropriate to the relevant Assignment. The Intermediary acknowledges that Girling Jones may specify a level of insurance which the Intermediary must have for a particular Assignment in the Special Conditions.

11.6. The Intermediary shall provide to Girling Jones upon demand copies of the schedule and certificate for the insurance policies referred to in clause 12.4, together with a copy of the receipt for payment of the annual premium.

12. GENERAL

12.1. If any part of these Terms is determined to be unenforceable by any competent authority, such part shall, to the extent that it is unenforceable, be severed from the remainder of the Terms, which shall continue to be valid to the fullest extent permitted by law.

12.2. Subject to clause 13.3, neither party intends for these Terms to be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.

12.3. The Client shall have the benefit of a third party right to enforce clauses 5.1, 9, 10 and 12.1 directly against the Intermediary.

12.4. These Terms shall be interpreted 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 shall be subject to the exclusive jurisdiction of the Courts of England & Wales.