360 Recruitment Limited

Terms and Conditions of Business.

360 Recruitment Limited (and its successors), a company incorporated in England and Wales under company number 07277291 and having its registered office at The Lookout, Bull Close Road, Nottingham, NG7 2UL, (“the Company” or “360” or “the Employment Business).

1. DEFINITIONS AND INTERPRETATION

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

1.2        The headings in these Terms do not affect its interpretation. Save where the context otherwise requires, references to conditions, sub-clauses, clauses and schedules are to conditions, sub-clauses, clauses and schedules of this Agreement.

In these Terms the following definitions shall apply:

1.3        “Agency Worker” means any individual assigned by the Employment Business to perform services as set out in an Assignment Schedule to the Hirer (and shall also where the context requires, include individuals Introduced by the Employment Business to the Hirer in relation to an Assignment but who is not assigned to the Assignment).

1.4        “Assignment” means the period during which the Agency Worker is supplied to the Hirer to render Services.

1.5        “Assignment Schedule” means a schedule (or schedules) provided by the Employment Business to the Hirer from time to time setting out details of an Assignment.

1.6        “AWR” means the Agency Workers Regulations 2010 as amended from time to time

1.7        “Hirer” 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 an Agency Worker is introduced or supplied by the Employment Business (as set out in an Assignment Schedule);

1.8        “Engagement” means the engagement, employment or use of the Agency Worker by the Hirer or by any Third Party to whom the Hirer Introduces the Agency Worker (with or without the Employment Business’s consent) on a permanent or temporary basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or through any other engagement or agreement directly or indirectly and “Engages” and “Engaged” shall be construed accordingly;

1.9        “Extended Hire Period” means an additional period as set out in an Assignment Schedule during which the Hirer wishes the Agency Worker to be supplied beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee.

1.10     “Introduction” means a) the passing or disclosure of a curriculum vitae or any other information or details about the Agency Worker; b) the interview of the Agency Worker either in person, by telephone, or by other means; or c) the supply of an Agency Worker whichever is the earlier and “Introduced” and “Introduces” shall be construed accordingly.

1.11     “Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended), and the Gangmasters (Licensing Conditions) Rules 2009.

1.12     “Relevant Period” means the later date of either i) 14 weeks from the first day on which the Agency Worker was first supplied to the Hirer (or 14 weeks from the first day of the Agency Worker’s latest Assignment, if there has been a break of more than 6 weeks since the previous Assignment);; or ii) eight weeks from the day after the Agency Worker was last supplied to the Hirer or iii) where there has been no supply of an Agency Worker six months from the date of the Introduction of that Agency Worker.

1.13     “Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, any allowances, inducement payments, the benefit of a company car and all other payments or emoluments payable to or receivable by the Agency Worker for services rendered to the Hirer or any Third Party.

1.14     “Services” means the Services defined in an Assignment Schedule.

1.15     “Third Party” means any company or person who is not the Hirer.  For the avoidance of doubt subsidiaries of the Hirer (as defined by s. 1159 of the Companies Act 2006) are included in this definition.

1.16     “Transfer Fee” means the Transfer Fee set out in an Assignment Schedule.

2.           THE CONTRACT

2.1        These Terms, together with the relevant Assignment Schedule and any attachments shall form the entire agreement between the Hirer and the Employment Business and shall supersede any previous agreement between the parties relating to its subject matter, and are deemed to be accepted by the Hirer by virtue of an Introduction to or Engagement by the Hirer of an Agency Worker; or the passing of any information about the Agency Worker by the Hirer to any Third Party; or the Hirer’s request to interview or interview of an Agency Worker.    The Employment Business will provide a separate Assignment Schedule for each Assignment (which will be subject to these Terms).

2.2        In the event of a contradiction between these Terms and an Assignment Schedule, the relevant Assignment Schedule shall prevail.

2.3        These Terms shall apply to any Engagement of the Agency Worker irrespective of whether the services performed are the same as those for which the Agency Worker was Introduced.

2.4        No variation to these Terms shall be valid unless it is in writing and signed by both parties.

2.5        To the extent that any terms or conditions introduced by the Hirer purport to cancel these Terms or any part of them they shall be ineffective and these Terms shall prevail.

2.6        Unless the context otherwise requires references to the Employment Business and the Hirer include their permitted successors and assigns.

3.           EMPLOYMENT BUSINESS OBLIGATIONS

3.1        The Employment Business will use reasonable endeavours to locate appropriate Agency Workers.

3.2        The Employment Business agrees to use its reasonable endeavours to ensure that the Services are provided in accordance with the relevant Assignment Schedule.

3.3        the Employment Business shall use its reasonable endeavours to procure that the Agency Worker:

3.3.1.  uses reasonable care and skill in supplying the Services;

3.3.2.  complies with the Hirer’s reasonable requirements as notified by the Hirer to the Employment Business from time to time;

3.3.3.  complies with all the Hirer’s regulations, policies and procedures of the Hirer, as notified by the Hirer to the Employment Business, and the Agency Worker, including those covering health and safety and security; and

3.3.4.  uses reasonable endeavours to limit the amount of time that they are absent from an Assignment due to an authorised ante-natal appointment.  Agency Workers are entitled to paid time off to attend ante-natal appointments, and such appointments shall be authorised by the Employment Business where the Agency Worker provides evidence of the appointment in the form of a certificate from a registered medical practitioner, registered midwife, or registered nurse stating that the Agency Worker is pregnant, and an appointment card or some other document showing that the appointment has been made.

3.4        When making an Introduction to the Hirer, the Employment Business shall inform the Hirer of the following:

3.4.1.  the identity of the Agency Worker;

3.4.2.  that the Agency Worker has the experience, training, qualifications and any authorisations which the Hirer considers are necessary, or which are required by law to perform the Services;

3.4.3.  the contractual relationship between the Agency Worker and the Employment Business; and

3.4.4.  that the Agency Worker is willing to work provide the Services.

3.5        Where an Agency Worker is required by law, or any professional body, to have any qualifications or authorisations to work on an Assignment, or an Assignment involves caring for or attending one or more persons under the age of 18 or any person who by reason of age, infirmity or who is otherwise in need of care or attention, the Employment Business will take all reasonably practicable steps to obtain and offer to provide copies of any relevant qualifications or authorisations, two references from persons not related to the Agency Worker who have agreed that the reference they provide may be disclosed to the Hirer and all other reasonable practicable steps to confirm the Agency Worker is suitable for the Assignment.

4.           HIRER OBLIGATIONS

4.1        To enable the Employment Business to satisfy its obligations under the Regulations and the AWR the Hirer shall provide the Employment Business with the following information regarding each role it seeks to fill as soon as possible and certainly before any Assignment begins (and will notify the Employment Business of any changes thereto before such change occurs or where this is not possible immediately after such change occurs during any Engagement of an Agency Worker):

4.1.1.  the date on which the Hirer requires an Agency Worker to commence work, and the duration or likely duration of the work;

4.1.2.  the role for which the Hirer seeks an Agency Worker, including the type of work the Agency Worker would be required to do, the location and working hours, any issues relating to health and safety, and details of any steps taken by the Hirer to control or prevent such risk;

4.1.3.  the experience, training, qualifications and any authorisations which the Hirer considers are necessary or are required by law or any professional body for an Agency Worker to possess in order to work in the relevant position;

4.1.4.  any expenses that would be payable to (or by) the Agency Worker;

4.1.5.  written details of whether or not the Agency Worker to be supplied by the Employment Business has since the 1st October 2011, worked for the Hirer or any hirer connected to the Hirer (as defined in Regulation 9(6) of the AWR) via another employment business or “temporary work agency” (as defined in the AWR) or third party and including details of when and in what role(s) for any such work undertaken in the calendar year prior to the expected start date of the most recent Assignment;

4.1.6.  written details of any and all comparable employees (as defined by Regulation 5(4) of the AWR) of the Agency Worker, including all their basic working and employment conditions (as defined by Regulation 5(2) and Regulation 6 of the AWR), or where no comparable employee is identified, details of all the basic working and employment conditions (as defined by Regulation 5 (2) and Regulation 6 of the AWR) that the Agency Worker would be provided with had they been recruited directly by the Hirer.  Such details shall include provision of copies of the written sources of such basic working and employment conditions where this exists and a written explanation of the basis on which the Hirer considers that the comparable employee, role or information provided is appropriate to meet the obligations under Regulation 5 and Regulation 6 of the AWR;

4.2        The Hirer shall for the purposes of providing the Agency Worker with any basic working and employment conditions (as defined by Regulation 5 (2) and Regulation 6 of the AWR) which are related to performance provide the Employment Business with full assistance which shall include agreeing a process for the assessment of the Agency Worker’s performance with the Employment Business which is at least in line with the timescales in which they would have been assessed if directly recruited by the Hirer and carry out such assessments in line with this agreed process.

4.3        The Hirer warrants that the information provided to the Employment Business pursuant to clause 4.1 is true and accurate in all material respects and that it will, during the term of the relevant Assignment, immediately inform the Employment Business in writing of any subsequent change in any information or documentation provided in accordance with clause 4.1.

4.4        The Hirer undertakes:

4.4.1.  to the extent these are applicable, to provide the Employment Business and/or the Agency Worker with any rules (including health and safety, site and security regulations and IT procedures) that apply and are relevant at any site where Services are to be provided.

4.4.2.  to provide adequate Employer’s and Public Liability Insurance for the cover of Agency Workers during Assignments;

4.4.3.  to authorise the agreed format timesheets to confirm the number of hours worked by the Agency Worker;

4.4.4.  in the event that the Hirer is dissatisfied with the performance of the Agency Worker to notify in writing the Employment Business immediately, giving the reasons for their dissatisfaction; and

4.4.5.  not to commit any act or omission which could be considered as constituting unlawful discrimination or harassment of the Agency Worker either in connection with or during the Assignment;

4.4.6.  The Hirer warrants that by its actions it will not cause the Employment Business to be in breach of the Working Time Regulations 1998 (as amended) in respect of the Agency Worker.  To assist the Employment Business in complying with its duties under the Working Time Regulations 1998 (as amended) the Hirer will supply any relevant information about the Assignment requested by it and will notify the Employment Business if they require the services of an Agency Worker for more than 48 hours in any week.

4.5        The Hirer undertakes:

4.5.1.  that it knows of no reason why it should be detrimental to the interests of the Agency Worker to undertake the Assignment;

4.5.2.  to notify the Employment Business immediately of any offer of an Engagement which it makes to the Agency Worker; and

4.5.3.  to notify the Employment Business immediately that its offer of an Engagement to the Agency Worker has been accepted and to provide details of all Remuneration to the Employment Business

4.6        At the end of each week of an Assignment the Hirer will sign a timesheet verifying the number of hours worked by the Agency Worker during that week. Failure to sign/authorise the timesheet does not absolve the Hirer of its obligation to pay the charges for the Services provided by the Worker during Assignment.

4.7        The Hirer will comply with its obligations under the AWR Regulation 12 (Rights of agency workers in relation to access to collective facilities and amenities) and 13 (Rights of agency workers in relation to access to employment).

4.8        The Hirer shall comply with its obligations under the AWR and will provide any and all information which the Employment Business may require to enable the Employment Business to discharge its obligations under the AWR. In particular the Hirer shall notify the Employment Business with immediate effect of any and all requests made by an Agency Worker pursuant to Regulation 16 (Right to receive information) of the AWR and will provide copies of the same to the Employment Business. The Hirer shall also provide any information requested by the Employment Business to assist the Employment Business in complying with its obligations pursuant to Regulation 16 of the AWR as soon as possible but no later than 7 calendar days from the day on which any such complaint or request is received by the Hirer.

4.9        The Hirer shall not structure an Assignment or Assignments for any Agency Worker in a manner which would mean that the most likely explanation for the structure of the Assignment(s) is that the Hirer or one or more hirers connected with the Hirer (as defined by Regulation 9(6) of the AWR) intended to prevent the Agency Worker from being entitled to, or from continuing to be entitled to, the rights conferred on the Agency Worker by Regulation 5 of the AWR. 

4.10     The Hirer shall indemnify the Employment Business against all and any claims made by any Agency Worker supplied to the Hirer arising from or relating to (a) Regulation 12 or Regulation 13 of the AWR; and/or (b) Regulation 9 of the AWR to the extent that this is due to the fault or negligence of the Hirer.

4.11     In the event of any threatened or actual legal claim brought by the Agency Worker, the Hirer undertakes to provide such information and assistance and take such action as the Employment Business may request, within the timeframe requested and at the Hirer’s own cost, to avoid, dispute, resist, mitigate, compromise or defend any such legal claim and to appeal against any judgment given in respect thereof.

5.           CHARGES

5.1        The Hirer agrees to pay the charges based on the number of hours worked by the Agency Worker, calculated in accordance with the rates shown on the relevant Assignment Schedule (or as otherwise agreed in writing by the parties (and for the avoidance of doubt, if the Employment Business proposes a varied charge for the Agency Worker in writing and the Hirer does not notify the Employment Business that it does not accept such varied charge and continues to accept the Engagement of the Agency Worker, the Hirer shall be deemed to have accepted such varied charge).

5.2        The hourly charges shall comprise the following:

5.2.1.  the Agency Worker’s rate of pay;

5.2.2.  any agreed expenses incurred during the course of the Assignment.

5.2.3.  an amount equal to any statutory payments to which the Agency Worker is entitled and which becomes due or has accrued during the period of the Assignment including statutory leave entitlement, statutory sick pay, statutory maternity and paternity pay and statutory pension payments;

5.2.4.  any other amounts to which the Agency Worker is entitled under the AWR, where applicable (including (a) amounts in relation to clause 3.2.4; (b) pay for the duration of an Assignment terminated for health and safety reasons relating to an Agency Worker’s pregnancy in circumstances where the Employment Business is unable to offer the Agency Worker a suitable alternative Assignment, pursuant to sections 68A, 68B, 68C, and 70A of the Employment Rights Act 1996; and (c) where the Agency Worker is employed by the Employment Business under a contract of employment pursuant to Regulation 10 of the AWR, an amount to cover any period of time during which the Agency Worker is available for work but is not required to carry out an Assignment with the Hirer and during which period the Employment Business is obliged to continue to pay the Agency Worker)

5.2.5.  employer’s NI contributions;

5.2.6.  the Employment Business’s margin.

5.3        The Employment Business reserves the right to vary the agreed charges in order to comply with additional liabilities imposed by statute or other legal requirement, including but not limited to the AWR.

5.4        If the Hirer reduces or cancels bookings less than 4 hours before the commencement of an Assignment the Employment Business reserves the right to make a charge equivalent to 4 hours being worked by each Agency Worker booked for an Engagement, at the hourly charge rate agreed for the Assignment.

6.           PAYMENT

6.1        The Employment Business shall invoice the Hirer on a weekly basis for charges calculated in accordance Clause 5.

6.2        VAT will be added to all charges where applicable at the rate prevailing at the current time.

6.3        The Hirer agrees to pay all invoices within 7 days of the date of the invoice.

6.4        The Hirer will be deemed to have accepted an invoice in full if it fails to notify the Employment Business to the contrary within 7 days from date of receipt.  In the event that the Hirer reasonably disputes the hours worked or Services rendered, the Hirer shall notify the Employment Business as soon as possible, but no later than 7 days from receipt and shall co-operate with the Employment Business in establishing what hours were worked by the Agency Worker.  The Hirer agrees to pay the undisputed element of any invoice on or before the due date for payment, in accordance with Clause 6.2 above, and once resolved pay any outstanding amount within 7 working days of such agreement.

6.5        For the avoidance of doubt, a) failure to sign a timesheet does not absolve the Hirer from the obligation to pay the charges in respect of time actually worked; b) the Hirer shall not be entitled to decline to sign a timesheet due to the Hirer’s dissatisfaction with the Services performed by the Agency Worker. 

6.6        In the event of delayed or overdue payment, save in circumstances where the relevant invoice is the subject of a bona fide dispute as described in Clause 6.4, the Employment Business reserves the right to charge the Hirer interest at 8% above the base rate from time to time from the due date until date of payment.

6.7        Unless otherwise agreed by the Employment Business, there is no obligation to make any rebates or refunds of charges or other sums paid or payable to the Employment Business under these Terms.

7.           PAYMENTS TO AGENCY WORKER

7.1        The Employment Business is responsible for paying the Agency Worker and for making payment to the relevant authorities of any amounts it is required to deduct by law; including any applicable National Insurance Contributions and PAYE Income Tax etc….

8.           ENGAGEMENT OF AGENCY WORKERS BY THE HIRER OR A THIRD PARTY

8.1        In the event of the Engagement of an Agency Worker, Introduced by the Employment Business to the Hirer, either a) directly by the Hirer b) by the Hirer pursuant to being supplied by another Employment Business, either during an Assignment or within the Relevant Period, the Hirer shall notify the Employment Business of its intention to Engage and shall give 7 days’ written notice of its election to either:

8.1.1.  Enter into an Extended Hire Period of the Assignment, or if no Assignment has taken place or the Assignment has already ended, enter into a new Extended Hire Period to commence from date of such notice, during which the Employment Business shall continue to provide the services of the Agency Worker on the same terms and conditions that apply to the Assignment at the date of such notice, unless otherwise agreed and in any case on no less favourable terms, and the Hirer shall continue to pay the charges as set out in Clause 5, and at the end of the extended period of hire, the Hirer may Engage the Agency Worker without payment of any further fee to the Employment Business; or

8.1.2.  Pay the Transfer Fee set out in the relevant Assignment Schedule on commencement of the Engagement.  No refund of the Transfer Fee will be paid in the event that the Engagement subsequently terminates.

8.2        If the Hirer fails to specify whether payment of a Transfer Fee or an Extended Hire Period is preferred, a fee calculated in accordance with Clause 8.1.2 above shall be payable by the Hirer to the Employment Business upon commencement of the Engagement of the Agency Worker.

8.3        Where the Hirer Engages the Agency Worker but for any reason outside its control the Employment Business is unable to supply the Agency Worker to the Hirer for the whole or any portion of the Extended Hire Period, or the terms offered by the Hirer are less favourable than those which applied to the previous Assignment the Hirer shall pay the Transfer Fee calculated in accordance with Clause 8.1.2.  The Transfer Fee may be reduced to reflect any charges already paid by the Hirer where the Employment Business has supplied the Agency Worker for part of the Extended Hire Period.

8.4        In the event that the Hirer introduces the Agency Worker to a third party with whom the Agency Worker enters into an Engagement within the Relevant Period, the Hirer shall be liable to pay a Transfer Fee in accordance with Clause 8.1.2. 

8.5        If the Hirer fails to notify Employment Business of the actual Remuneration/fees it (or where applicable, a third party) intends to (directly or indirectly) pay a Worker, the Employment Business will be entitled to calculate the Transfer Fee based on comparable market rates for similar roles.

8.6        VAT, at the prevailing rate, is payable on all Transfer fees and Extended Hire Period fees.

9.           UNSUITABILITY OF AGENCY WORKERS

9.1        The Hirer shall provide adequate supervision of the Agency Worker to ensure the Services are performed to the Hirer’s satisfaction.

9.2        The Hirer shall notify the Employment Business immediately and in any event within 2 hours if the Agency Worker fails to attend work or has notified the Hirer that they are unable to attend work for any reason.

9.3        If in the reasonable opinion of the Hirer the services of the Agency Worker are unsatisfactory, the Hirer may terminate the Assignment by directing the Employment Business to remove the Agency Worker.  Where the Hirer reasonably believes that immediate removal of the Agency Worker from the Assignment is necessary the Hirer may instruct the Agency Worker to leave the Assignment immediately, however in such circumstances the Hirer must inform the Employment Business as soon as possible after this action has been taken and in any event no later than 24 hours after removal of the Agency Worker.

9.4        In the event of the removal of an unsatisfactory Agency Worker the Hirer shall pay the charges for all hours worked by the Agency Worker in relation to the Assignment (save where the Hirer notifies the Employment Business that the Agency Worker is unsuitable within the first four hours of an Assignment (and the Assignment is for more than seven hours) in which case no charge will be made for hours worked).  In such circumstances subject to the Hirer fulfilling its obligations under Clause 4.1.3 the Employment Business may, at its absolute discretion, reduce charges for hours worked by the Agency Worker where services provided in relation to those hours are considered unsatisfactory by the Hirer.

9.5        Where the Employment Business obtains any information, which gives it reasonable grounds to doubt the suitability of the Agency Worker for the Assignment it shall notify the Hirer immediately.  In such circumstances the Employment Business shall be entitled to terminate the Assignment immediately without notice and without liability. Notwithstanding, the Hirer shall remain liable for the charges for all hours worked by the Agency Worker up to the termination of the Assignment.

10.        TERMINATION

10.1     These Terms and/or any related Assignment may be terminated by either party giving the other party the appropriate period of notice, in writing, specified in the relevant Assignment Schedule.

10.2     These Terms and/or any related Assignment may be terminated with immediate effect and without notice in the event:

10.2.1. of either party being in material breach of these Terms, which is, in the reasonable opinion of the other party, not capable of remedy, or which, after written request by that party has not been remedied with 14 days of such notice;

10.2.2. of either party being in repeated breach of a material clause of these Terms;

10.2.3. if either party becomes bankrupt or has a receiving order or administrative order made against it or is put into liquidation (save for the purposes or reconstruction or amalgamation); or

10.2.4. the Hirer is in breach of its obligations under Clause 6.3.

11.        LIABILITY

11.1     The Hirer acknowledges that:

11.1.1. the Employment Business does not supervise the Agency Worker on a day to day basis;

11.1.2. it may accept or reject in accordance with these Terms the Agency Worker Introduced by the Employment Business with a view to performing the Services;

11.1.3. it takes sole responsibility where confidential information, equipment, or other assets are entrusted to the Agency Worker;

11.1.4. it knows of no reason why it would be detrimental to the interest of the Agency Worker to undertake the Assignment;

11.1.5. the Hirer is solely in a position to assess and insure against risks arising during, and in respect of the Assignment, and shall indemnify the Employment Business against any costs, claims, damages, liability and expenses incurred by the Employment Business as a result of any Assignment or any breach of these terms by the Hirer; and

11.1.6. the charges made by the Employment Business reflect only those of Agency Worker sourcing, selection and introduction services agreed to be supplied by the Employment Business and do not indicate acceptance of any liability for the Agency Worker’s acts, errors or omissions whether wilful, negligent or otherwise which shall be the responsibility of the Hirer.

11.2     the Employment Business shall not be liable for any losses, expenses, damages, or delay arising out of or in connection with:

11.2.1. any act or omission or misrepresentation (whether before or after the date of the Assignment) of the Agency Worker, including any loss, expense, damage, costs or delay arising out of the negligence, dishonesty, misconduct or lack of skill of the Agency Worker or if the Agency Worker terminates the Assignment for any reason;

11.2.2. any failure by the Employment Business to provide an Agency Worker for completion of the Assignment;

11.2.3. any failure by the Hirer to comply with all statutory provisions in force from time to time including but not limited to the Working Time Regulations 1998, Health and Safety At Work Act 1974, the Management of Health and Safety at Work Regulations 1999, the AWR and legal requirements to which the Hirer is ordinarily subject in respect of the Hirer’s own staff (excluding those dealt with in Clause 7);

11.2.4. any special, indirect or consequential damages or loss; or

11.2.5. any loss of profit, business, revenue, goodwill, anticipated savings and/or any claims made under third party contracts, arising out of any failure by the Employment Business to perform any obligations under these Terms, but so that nothing in this Clause 11.2 shall operate to exclude or limit liability for fraud, or death or personal injury arising from its own negligence.

11.3     Subject to the above provisions of this Clause 11, the Employment Business’s maximum aggregate liability in respect of its own negligent or wrongful acts or omissions, other than fraud, or negligence resulting in death or personal injury, shall be limited (so far as is permitted by law) to £1M per claim.

11.4     The Hirer undertakes that it will not make a request to the Employment Business to supply Agency Workers to perform services or duties where such work would normally be performed by a worker who is taking part in official industrial action or is covering the duties of a worker taking part in official industrial action.

12.        INDEMNITY

12.1     The Hirer shall indemnify and keep the Employment Business indemnified against any costs (including legal costs), claims, expenses, damages or liabilities incurred directly or indirectly by the Employment Business arising out of or in connection with these Terms including (but not limited to) a) any breach of these Terms by the Hirer, its employees or agents; b) any breach of any applicable statutory provisions (including but not limited to those stated in Clause 11.2.3) by the Hirer or Third Party, or any of its employees or agents; or c) any unauthorised disclosure of an Agency Worker’s details by the Hirer or Third Party, or any of its employees or agents.

13.        CONFIDENTIALITY & INTELLECTUAL PROPERTY RIGHTS

13.1     The Hirer warrants that it will treat the details of Agency Workers provided by the Employment Business as confidential information and handle any personal data it receives from the Employment Business in accordance with any requirements of any applicable data protection legislation and only for the express purpose for which it was provided and that it will not pass this confidential information on to any Third Party without the written permission of the Employment Business.  In addition the Hirer undertakes to keep confidential all confidential information relating, or belonging to the Employment Business’s business affairs, except information which is in the public domain.

13.2     the Employment Business undertakes that it will on its own behalf, and shall use reasonable endeavours to ensure the Agency Worker will a) keep confidential all confidential information relating, or belonging to the Hirer’s business affairs, except information which is in the public domain which becomes known to the parties as a result of the supply of Services, and not to utilise such information, except for the purposes of performing the Services; and b) not to disclose Confidential Information to any other person, or Third Party, except if required to do so by process of law, or where it is necessary as an integral part of performing the Services.

13.3     All copyright, trademarks, patents and other intellectual property rights deriving from an Assignment shall belong to the Hirer.  the Employment Business shall use reasonable endeavours to ensure that the Agency Worker a) enter into such confidentiality undertakings as the Hirer may reasonably require; b) enter into such assignments of Intellectual Property Rights arising from the performance of the Services, as the Hirer may reasonably require; and c) deliver up to the Hirer (or as the Hirer may direct) at the end of the Assignment all material, including copies thereof, in their possession, or control belonging to the Hirer.

14.        GENERAL

14.1     For the purposes of the Regulations the Employment Business is acting as an Employment Business.  In the event that a permanent or fixed term Engagement follows the Introduction of the Agency Worker to the Hirer, the Employment Business will be acting as an Employment Agency.  The Employment Business shall act as a gangmaster (as defined in Section 4 of the Gangmasters (Licensing) Act) when introducing the Agency Worker into an Assignment with the Hirer to which this Act applies.

14.2     Neither party’s rights under these Terms shall be prejudiced or restricted by any concession, delay or forbearance it extends to the other, and no waiver by either party in respect of any breach by the other shall operate as a waiver in respect of any subsequent breach.  Rights and remedies provided under these Terms are cumulative and not exclusive of any rights or remedies provided by law.

14.3     No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.

14.4     If at any time any clause in these Terms becomes illegal, invalid or unenforceable in any respect for any reason that shall not affect or impair the legality, validity or enforceability of any other clauses in these Terms.

15.        NOTICES

15.1     Any notice to be given hereunder shall be in writing.  Notices may be given by either party by personal delivery, post, email or by fax addressed to the other party at its registered office for the time being and any such notice given by letter email, or fax shall be deemed to have been served at the time at which the letter was delivered personally or transmitted or if sent by post would be delivered in the ordinary course of post.

16.        LAW

16.1     This Agreement is governed by and shall be construed in accordance with the law of England & Wales and the parties hereto submit to the exclusive jurisdiction of the Courts of England & Wales in respect of any dispute arising from these Terms or its subject matter.