Terms and Conditions

Terms and Conditions for Ltd Company Contractors

1  DEFINITIONS

1.1 In these Terms the following definitions apply

"Assignment" means the period during which the Contractor is engaged by the Employment Business to render services to the Client.
"Client" means the person, firm or corporate body together with any subsidiary or associated Company as defined by the Companies Act 1985 requiring the services of the Contractor.
"Contractor" means the Limited Company engaged by the Employment Business to provide the services of it's staff, officers or representatives to the Client.
"Employment Business" Osborne Richardson, Fourth Floor, Circus House, 26 Little Portland Street, London W1W 8BX.
"Relevant Period" means the longer period of either 14 weeks from the first day *on which the Contractor worked for the Client, or 8 weeks from the day after the Contractor was last supplied by the Employment Business to the Client. * (The ‘first day' will be the first occasion on which a Contractor is supplied to work for the Client or the first day of an assignment where there has been more than 42 days since the end of any previous assignment)

1.2 Unless the context requires otherwise references to the singular include the plural.

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

2  THE CONTRACT

2.1 These Terms constitute a contract for services between the Employment Business and the Contractor upon being signed on behalf of the Contractor and they govern all Assignments undertaken by the Contractor. However no contract shall exist between the Employment Business and the Contractor between Assignments.

2.2 For the avoidance of doubt, these Terms shall not be construed as a contract between any individual supplied or any representative of the Contractor, and any of the liabilities of an employer arising out of the Assignment shall be the liabilities of the Contractor.

2.3 No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between the Employment Business and the Contractor and set out in writing and a copy of the varied terms is given to the Contractor stating the date on or after which such varied terms shall apply.

2.4 It is agreed that these Terms are accepted by the Contractor once an assignment has commenced, failure to sign and return does not invalidate them.

3  ASSIGNMENTS

3.1 The Employment Business will endeavour to obtain suitable Assignments for the Contractor to work. The Contractor shall not be obliged to accept an Assignment offered by the Employment Business.

3.2 The Contractor acknowledges that the nature of the work means that there may be periods when no suitable work is available and agrees, that the suitability of the work to be offered shall be determined solely by the Employment Business, that the Employment Business shall incur no liability to the Contractor should it fail to offer opportunities to work, and that no contract shall exist between the Contractor and the Employment Business during periods when the Contractor is not working on an Assignment.

3.3 At the same time as an Assignment is offered to the Contractor the Employment Business shall inform the Contractor of the identity of the Client, and if applicable the nature of their business, the date the work is to commence and the duration or likely duration of the work, the type of work, location and hours during which the Contractor would be required to work, the rate of remuneration that will be paid and any expenses payable to the Contractor, and any risks to health and safety known to the Client and the steps the Client has taken to prevent or control such risks. In addition the Employment Business shall inform the Contractor what experience, training, qualifications and any authorisation required by law or a professional body the Client considers necessary or which are required by law to work in the Assignment.

3.4 Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day. Except where the Contractor is being offered an Assignment in the same position as one in which the Contractor had been supplied within the previous five business days and such information has already been given.

3.5 If before the first Assignment, during the course of an Assignment or within the Relevant Period the Client wishes to employ the Contractor direct or through another employment business, the Contractor acknowledges that the Employment Business will be entitled, either to charge the Client a fee or to agree an extension of the hiring period with the Client, at the end of which the Contractor may be engaged directly by the Client or through another employment business without further charge to the Client. In addition the Employment Business will be entitled to charge a fee to the Client if the Client introduces the Contractor to a third party who subsequently engages the Contractor within the Relevant Period.

4  FEES

4.1 The Contractor will receive payment from the Employment Business calculated at a minimum hourly rate of £6.50 per hour / unit being the minimum rate of remuneration that the Employment Business reasonably expects to achieve, for all hours / days or work completed.  The actual rate will be notified on a per Assignment basis, for each hour (to the nearest quarter hour) or day or unit during an Assignment to be paid weekly in arrears.

4.2 Subject to any agreement by the parties to the contrary the Contractor shall not be entitled to receive payment from either the Employment Business or the Client for time not spent on Assignment whether in respect of holidays, illness or absence for any other reason.

4.3 All payments will be made to the Contractor and the Contractor shall be responsible for any PAYE Income Tax and National Insurance Contributions and any other taxes and deductions payable in respect of it's employees, officers or representatives ("Staff") for any Assignment.

5  TIMESHEETS

5.1 At the end of each week of an Assignment (or at the end of the Assignment where an Assignment is for a period of less than one week, or is completed before the end of a week) the Contractor shall fax to the Employment Business the Employment Business's timesheet duly completed to indicate the number of hours worked by the Contractor, signed by an authorised representative of the Client. (Unless an alternative means of authorisation and notification is requested by the Client). Such timesheets  must be received by the Employment Business by no later than 8pm on the Tuesday following the week to which they relate. This timesheet must be accompanied by an invoice from the Contractor for the amount due from the Employment Business to the Contractor for the hours / days worked in that week.  Such invoice should bear the Contractor's name, Employment Business registration number, VAT number, and should state any VAT due on the invoice. (if applicable)

5.2 Subject to clause 5.3 the Employment Business shall pay the Contractor for all hours / days worked regardless of whether the Employment Business has received payment from the Client.

5.3 Where the Contractor fails to submit a properly authenticated timesheet the Employment Business shall, in a timely fashion, conduct further investigations into the hours / days worked claimed by the Contractor and the reasons that the Client has refused to sign that timesheet. This may delay any payment due to the Contractor.  The Employment Business shall make no payment to the Contractor for hours not worked.

6  LIABILITY

6.1 The Contractor shall be liable for any loss, damage or injury to any party resulting from the negligent acts or omissions of it's Staff during an Assignment.

6.2 The Contractor shall ensure the provision of adequate Employer's Liability Insurance, Public Liability Insurance and any other suitable policies of insurance in respect of the Contractor and it's Staff during an Assignment and shall make a copy of the policy available to the Employment Business upon request.

6.3 The Contractor shall be liable for any defects arising in relation to the assignment and shall rectify at its own cost such defects as may be capable of remedy within a reasonable period from notification of such defects by either the Employment Business or the Client.

7  CONTRACTOR'S OBLIGATIONS

7.1 The Contractor agrees on it's own part and on behalf of it's Staff as follows;

7.1.1 Not to engage in any conduct detrimental to the interests of the Employment Business or the Client which includes any conduct tending to bring the Employment Business or the Client into disrepute or which results in the loss of custom or business.
7.1.2 a)To be present, during the times, or for the total number of hours, each day and/or week as may be agreed with the Employment Business or the Client; or b) To complete the schedule of works within agreed timescale.
7.1.3 To take all reasonable steps to safeguard it's own health and safety and the health and safety of any other person who may be affected by it's actions on the Assignment.
7.1.4 To comply with all statutory obligations and codes of practice to which the Contractor is subject in respect of it's Staff including but not limited to the Working Time Regulations.
7.1.5 To comply with any rules or obligations regarding health and safety, security or any other statutory requirements or professional standards during Assignments to the extent that they are reasonably applicable. 7.1.6 To recognise that the client shall reasonably expect certain work standards and methods, and undertakes to use all reasonable endeavours to ensure that these are complied with, notwithstanding the contractor's need to exercise a degree of control as to the method of the performance of the services.
7.1.7 To furnish the Employment Business with any progress reports as may be requested from time to time. 7.1.8  If the Contractors ‘staff assigned can not complete the assignment for whatever reason, the Contractor will use it's best endeavours to propose a replacement to perform the services in substitution for the assigned staff, but any such proposed substitute shall only be accepted if the proposed replacement has the necessary qualifications, skills and experience and this is approved in writing by the client.
7.1.9 To notify the Employment Business forthwith in writing if it should become insolvent, dissolved or subject to a winding-up petition.
7.1.10 To comply with all the requirements of VAT legislation and the Companies Act 1981.
7.1.11 If, either before or during the course of an Assignment, the Contractor becomes aware of any reason why the staff supplied to do the work may not be suitable for an Assignment, he shall notify the Employment Business without delay.
7.1.12 To provide at it's own cost, all such necessary equipment as is reasonable for the adequate performance of the Contractor staff in the completion of the assignment.

8  ACKNOWLEDGEMENT

8.1 The Contractor acknowledges that all copyright, trademarks, patents and other intellectual property rights deriving from services carried out by the Contractor and it's Staff for the Client during the Assignment shall belong to the Client.

9  EQUIPMENT

9.1 The Contractor acknowledges that the Employment Business may request the Contractor to provide such hardware, software necessary and any other essential equipment necessary to perform it's services. The Contractor agrees that the agreed fees include the Contractors costs incurred in providing such equipment. 

9.2 The Contractor shall ensure that any computer equipment and associated software that it provides to it's Staff for the purpose of providing the services contains anti-virus protection with the latest released upgrade from time to time.

10  CONFIDENTIALITY

10.1 In order to protect the confidentiality and trade secrets of any Client and the Employment Business and without prejudice to every other duty, to keep secret all information given to it or gained in confidence, the Contractor agrees on it's own part and on behalf of it's Staff as follows;

10.1.1 Not at any time whether during or after an Assignment (unless expressly so authorised by the Client or the Employment Business as a necessary part of the performance of it's duties) to disclose to any person or to make use of any of the trade secrets or confidential information of the Client;
10.1.2 To deliver up to the Client or the Employment Business as directed documents and other materials belonging to the Client (and all copies) which are in it's possession including documents and other materials created by it or the Staff during the course of the Assignment;
10.1.3 Not at any time to make any copy, abstract, summary or précis of the whole or any part of any document or other material belonging to the Client or the Employment Business except when required to do so in the course of it's duties under an Assignment in which event any such item shall belong to the Client or the Employment Business as appropriate.

11  TERMINATION

11.1 An Assignment may be terminated by either the Employment Business or the Contractor by giving the other party in writing a weeks notice or such notice as is specified in the Assignment Confirmation note.

11.2   Notwithstanding sub-clauses 11.1 and 11.5 of this Agreement, the Employment Business may without notice and without liability instruct the Contractor to cease work on an Assignment at any time, where:

11.2.1 The Client reasonably believes that the Contractor has not observed any condition of confidentiality applicable to the Contractor from time to time.
11.2.2 The Contractor becomes insolvent, dissolved or subject to a winding-up petition.
11.2.3  For any reason the Contractor proves unsatisfactory to the Client.

11.3  Failure by the Contractor to give notice of termination as required shall constitute a breach of contract and shall entitle the Employment Business to claim damages from the Contractor for any resulting loss suffered by the Employment Business.

11.4 If the Contractors staff are unable for any reason to work on an Assignment the Contractor should inform the Employment Business immediately to discuss alternative arrangements.

11.5 The Contractor acknowledges that the continuation of an Assignment is subject to and conditioned by the continuation of the contract entered into between the Employment Business and the Client.  In the event that the Contract between the Employment Business and the Client is terminated for any reason the Assignment shall cease with immediate effect without liability to the Contractor.

12  NOTICES

12.1 All notices which are required to be given hereunder shall be in writing and shall be sent to the notified address from time to time of the party upon whom the notice is to be served. Any such notice may be delivered personally or by first class prepaid post or facsimile transmission and shall be deemed to have been served by hand when delivered, if by first class post 48 hours, and if by facsimile transmission when dispatched.

13  LAW

13.1 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales 

Contract for Services for Temporary Workers (PAYE)

1  DEFINITIONS

1.1 In these Terms the following definitions apply.

"Assignment" means the period during which the Temporary Worker is supplied to render services to the Client. "Client" means the person, firm or corporate body requiring the services of the Temporary Worker together with any subsidiary or associated company as defined by the Companies Act 1985.
"Employment Business"   Osborne Richardson, Fourth Floor, Circus House, 26 Little Portland Street, London, W1W 8BX.
"Temporary Worker" The named individual introduced and engaged to provide services to the Client on behalf of the Employment Business.
"Relevant Period" means the longer period of either 14 weeks from the first day * on which the Temporary Worker worked for the Client, or 8 weeks from the day after the Temporary Worker was last supplied by the Employment Business to the Client. * (The ‘first day' will be the first occasion on which a Contractor is supplied to work for the Client or the first day of an assignment where there has been more than 42 days since the end of any previous assignment).

1.2  Unless the context otherwise requires, references to the singular include the plural.

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

2  THE CONTRACT

2.1 These Terms constitute a contract for services between the Employment Business and the Temporary Worker and they govern all Assignments undertaken by the Temporary Worker.  However, no contract shall exist between the Employment Business and the Temporary Worker between Assignments.

2.2 For the avoidance of doubt, these Terms shall not give rise to a contract of employment between the Employment Business and the Temporary Worker. The Temporary Worker is engaged as a self-employed worker, although the Employment Business is required to make statutory deductions from the Temporary Worker's remuneration in accordance with clause 4.1.

2.3 No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between the Employment Business and the Temporary Worker and set out in writing and a copy of the varied terms is given to the Temporary Worker stating the date on or after which such varied terms shall apply.

2.4 It is agreed that these Terms are accepted by the Temporary Worker once an assignment has commenced, failure to sign and return does not invalidate them.

3  ASSIGNMENTS

3.1 The Employment Business will endeavour to obtain suitable Assignments for the Temporary Worker. The Temporary Worker shall not be obliged to accept an Assignment offered by the Employment Business.

3.2 The Temporary Worker acknowledges that the nature of temporary work means that there may be periods when no suitable work is available and agrees, that the suitability of the work to be offered shall be determined solely by the Employment Business, that the Employment Business shall incur no liability to the Temporary Worker should it fail to offer opportunities to work.

3.3 At the same time as an Assignment is offered to the Temporary Worker the Employment Business shall inform the Temporary Worker of the identity of the Client, and if applicable the nature of their business, the date the work is to commence and the duration or likely duration of the work, the type of work, location and hours during which the Temporary Worker would be required to work, the rate of remuneration that will be paid and any expenses payable by or to the Temporary Worker, and any risks to health and safety known to the Client and the steps the Client has taken to prevent or control such risks. In addition the Employment Business shall inform the Temporary Worker what experience, training, qualifications and any authorisation required by law or a professional body the Client considers necessary or which are required by law to work in the Assignment.

3.4 Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day. Except where the Contractor is being offered an Assignment in the same position as one in which the Contractor had been supplied within the previous five business days and such information has already been given.

3.5 For the purpose of calculating the average number of weekly hours worked by the Temporary Worker on an Assignment, the start date for the relevant averaging period under the Working Time Regulations shall be the date on which the Temporary Worker commences the first Assignment.

3.6  If, before the first Assignment, during the course of an Assignment or within the Relevant Period, the Client wishes to employ the Temporary Worker direct or through another employment business, the Temporary Worker acknowledges that the Employment Business will be entitled either to charge the Client a fee or to agree an extension of the hiring period with the Client at the end of which the Temporary Worker may be engaged directly by the Client or through another employment business without further charge to the Client. In addition the Employment Business will be entitled to charge a fee to the Client if the Client introduces the Temporary Worker to a third party who subsequently engages the Temporary Worker within the Relevant Period.

4 REMUNERATION

4.1 The Temporary worker will receive payment from the Employment Business calculated at a minimum hourly rate of £6.00 per hour / unit being the minimum rate of remuneration that the Employment Business reasonably expects to achieve, for all hours / days or work completed.  The actual rate will be notified on a per Assignment basis, for each hour (to the nearest quarter hour) or day during an Assignment to be paid weekly in arrears subject to deductions in respect of PAYE pursuant to Sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003 and Class 1 National Insurance Contributions and any other deductions which the Employment Business may be required by law to make.

4.2 Subject to any statutory entitlement under the relevant legislation, the Temporary Worker is not entitled to receive payment from the Employment Business or Clients for time not spent on Assignment.

5   STATUTORY LEAVE

5.1 For the purposes of calculating entitlement to paid annual leave pursuant to Working Time Regulations 1998 under this clause, the leave year commences on the date that the Temporary Worker starts an Assignment or a series of Assignments.

5.2 The annual leave granted under these terms will always be the statutory minimum as it is from time to time. Under the Working Time Regulations 1998 (as amended), the Temporary Worker is entitled to annual leave as follows:

For work carried out between 1^st October 2007 to 31^st March 2009: 4.8 weeks. For work carried out from 1^st April 2009 onwards 5.6 weeks. If the statutory minimum leave is subsequently decreased or increased then entitlement to leave under this clause will be decreased so as to be set at the statutory minimum as it applies to any period in which work is carried out.

All entitlement to leave must be taken during the course of the leave year in which it accrues and none may be carried forward to the next year.

5.2 Where a Temporary Worker wishes to take paid leave during the course of an assignment they should notify the Employment Business of the dates of their intended absence giving notice of at least twice the length of the period of leave that they wish to take. In certain circumstances the Employment Business may give counter-notice to the Temporary Worker to postpone or reduce the amount of leave that the Temporary Worker wishes to take and in such circumstances the Employment Business will inform the Temporary Worker in writing giving at least the same length of notice as the period of leave that has been requested.

5.3 Entitlement to payment for leave accrues in proportion to the amount of time worked continuously by the Temporary Worker on Assignment during the leave year. The amount of payment which the Temporary Worker will receive in respect of periods of annual leave taken during the course of an Assignment, will be calculated in accordance with and paid in proportion to the number of hours / days which the Temporary Worker has worked on Assignment. Alternatively, the temporary worker may choose that payment in respect of the entitlement to paid leave shall be made together with and in addition to the Temporary Worker's hourly rate.

5.4 Where this contract is terminated by either party and a P45 is requested, the Temporary Worker shall be entitled to a payment in lieu of any untaken leave.

5.5 None of the provisions of this clause regarding the statutory entitlement to paid leave shall affect the Temporary Worker's status as a self-employed worker.

6  SICKNESS ABSENCE

6.1 The Temporary Worker may be eligible for Statutory Sick Pay (SSP) provided that they meet the relevant statutory criteria.

6.2 If a Temporary worker works on an intermittent basis with no regular pattern of work, for the purposes of the SSP scheme there is one qualifying day per week in which the temporary worker must be absent on four consecutive occasions in order to qualify for SSP. That day shall be a Wednesday.

7  TIME SHEETS

7.1 At the end of each week of an Assignment (or at the end of the Assignment where it is for a period of one week or less or is completed before the end of a week) the Temporary Worker shall fax to the Employment Business a time sheet duly completed to indicate the number of hours worked completed during the preceding week (or such lesser period) and signed by an authorised representative of the Client, (unless an alternative means of authorisation and notification is requested by the Client). Such timesheets  must be received by the Employment Business by no later than 8pm on the Tuesday following the week to which they relate

7.2 Subject to clause 7.3 The Employment Business shall pay the Temporary Worker for all hours / days worked regardless of whether the Employment Business has received payment from the Client. 

7.3 Where the Temporary Worker fails to submit a properly authenticated time sheet the Employment Business shall, in a timely fashion, conduct further investigations into the hours / days claimed by the Temporary Worker and the reasons that the Client has refused to sign a timesheet  in respect of those hours / days.  This may delay any payment due to the Temporary Worker.  The Employment Business shall make no payment to the Temporary Worker for hours /days not worked.

7.4  For the avoidance of doubt and for the purposes of the Working Time Regulations, the Temporary Worker's working time shall only consist of those periods during which they are carrying out activities or duties for the Client as part of the Assignment.  Time spent travelling to the Client's premises, lunch breaks and other rest breaks shall not count as part of the Temporary Worker's working time for these purposes.

8  CONDUCT ON ASSIGNMENTS

8.1 The Temporary Worker is not obliged to accept any Assignment offered by the Employment Business but if they do so, during every Assignment and afterwards where appropriate, they will;

a) Co-operate with the Client's reasonable instructions and accept the direction, supervision and control of any responsible person in the Client's organisation.
b) Observe any relevant rules and regulations of the Client's establishment (including normal hours of work) to which attention has been drawn or which the Temporary Worker might reasonably be expected to ascertain.
c) Take all reasonable steps to safeguard their own health and safety and that of any other person who may be present or be affected by their actions on the Assignment and comply with the Health and Safety policies and procedures of the Client.
d) Not engage in any conduct detrimental to the interests of the Client or the Employment Business.

8.2 If the Temporary Worker is unable for any reason to attend work they should inform the Client and the Employment Business immediately.

8.3 If, either before or during the course of an Assignment, the Temporary Worker becomes aware of any reason why they may not be suitable for an Assignment, they shall notify the Employment Business without delay.

9  CONFIDENTIALITY

9.1 In order to protect the confidentiality and trade secrets of any Client and the Employment Business and without prejudice to every other duty, to keep secret all information given to them or gained in confidence, the Temporary Worker agrees;

9.2 Not at any time whether during or after an Assignment (unless expressly so authorised by the Client or the Employment Business as a necessary part of the performance of it's duties) to disclose to any person or to make use of any of the trade secrets or confidential information of the Client;

9.3 To deliver up to the Client or the Employment Business as directed documents and other materials belonging to the Client (and all copies) which are in their possession including documents and other materials created during the course of the Assignment;

9.4 Not at any time to make any copy, abstract, summary or précis of the whole or any part of any document or other material belonging to the Client or the Employment Business except when required to do so in the course of it's duties under an Assignment in which event any such item shall belong to the Client or the Employment Business as appropriate.

10 TERMINATION

10.1 The Employment Business or the Client may terminate the Temporary Worker's Assignment at any time without prior notice or liability.

10.2 The Temporary Worker may terminate an Assignment at any time without prior notice or liability.

10.3 If the Temporary Worker does not inform the Client or the Employment Business (in accordance with clause 8.2) should they be unable to attend work, this will be treated as termination of the assignment by the Temporary Worker in accordance with clause 9.2 unless the Temporary Worker can show that exceptional circumstances prevented them from complying with clause 8.2.

10.4 If the Temporary Worker is absent during the course of an assignment and the contract has not been otherwise terminated under clauses 9.1, 9.2 or 9.3, the employment business will be entitled to terminate the contract in accordance with clause 9.1 if the work to which the absent worker was assigned is no longer available for the Temporary Worker.

10.5 If the Temporary Worker does not report to the Employment Business to notify their availability for work for a period of three weeks, the Employment Business will forward his P45 to their last known address.

11  LAW

11.1 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.