1.1. Except where the context requires otherwise, words importing the masculine shall include the feminine; words importing the singular shall include the plural; words importing natural personage shall be equally applicable to corporate personage; and vice versa.
1.2. References to any statutory provision, authority, rule or code of practice shall be deemed to include the amended versions, replacements or successors of such.
1.3. “Worker” shall mean a worker introduced and supplied by the Agency to the Client to provide services to the Client under the terms of this agreement.
1.4. “Associated Person” shall mean any person who is associated with the Client, whether formally or informally, or who is in common ownership with the Client or who is any partner, employee, agent or subsidiary of the foregoing.
1.5. “Remuneration” shall mean the gross annual equivalent of all salary, bonus, fees, bonus, profit-related pay and commissions which the recipient shall be entitled to.
2. Relationship Between the Parties
2.1. The Client and the Agency have entered into a contract under which the Agency will supply workers to the Client to cover vacancies on a temporary basis.
2.2. No term of this agreement or course of dealings between the parties will operate to make the Agency an employee or agent of the Client.
2.3. Neither party shall assign or transfer any of their rights, liabilities or obligations arising under this agreement without the prior written consent of the other party.
3. Supply of Workers to the Client
3.1. From time to time, when the Client has staffing needs which need to be met on a temporary basis he may request that the Agency supplies him with Workers albeit that the Client makes no guarantee that he will request any specific number of Workers from the Agency or at all.
3.2. All Workers supplied to the Client shall either be employed by the Agency (in which case the Agency will provide them with a statement of terms and conditions of their employment) or they will be engaged by the Agency as independent contractors.
3.3. No term of this agreement shall operate to make any Worker supplied to the Client under this agreement an employee or agent of the Client.
4. Fees due to the Agency for Supply of Workers and Direct Engagement by the Client
4.1. Where the Agency supplies a Worker to the Client, the Agency will charge an hourly rate (“the Hourly Rate”) to the Client for the services of that Worker in respect of every hour or part of an hour worked. The Hourly Rate shall be agreed in writing between the Agency and the Client prior to any Worker being supplied, and, depending on the type of Worker required or any special skills or qualifications, this rate may vary between Workers.
4.2. If the Client or any Associated Person engages any Worker, the Client shall pay the Agency an introduction fee which is
3.Job Title Introduction Fee Nurse(RMN, RGN, RNLD) £2750
Senior Carer £1250
Healthcare Assistant £750
Section 4.3 shall apply regardless of whether the Worker is engaged by the Client or any Associated Person as a permanent employee, a temporary employee, on a full-time, part-time or contract basis, or is engaged as an independent contractor or on a piece-work basis or through the medium of a service company.
Section 4.3 shall apply regardless of whether the Worker is engaged in relation to the vacancy for which the Agency supplied him.
Section 4.3 shall apply wherever a Worker is engaged within 6 months of the date on which the Agency last supplied the Worker to the Client.
5. Payment of Fees
5.1. The Client agrees to settle all invoices raised against him by the Agency within 30 days of being invoiced.
5.2. Failure to settle any payments due to the Agency within the time frame agreed in 5.1, above, shall entitle the Agency to claim from the Client, in addition to the sums due, interest on those sums at a rate of 8% percentage points per annum above the Bank of England base rate plus all reasonable costs and expenses which the Agency shall incur in pursuing the Client for payment.
6.1. Where the Agency supplies a Worker to the Client, the Worker shall record the hours worked each day on a timesheet. At the end of each assignment the Client shall sign the timesheet to confirm the number of hours worked by the Worker and shall return the completed timesheet to the Agency.
6.2. By signing the timesheet the Client is verifying that it accurately represents the hours worked by the Worker.
6.3. Where the Client disputes the hours recorded on the timesheet by the Worker, he shall inform the Agency within 48 hours and will co-operate fully with the Agency’s attempts to establish the number of hours worked.
7. Client’s Obligations - General
7.1. The Client will co-operate with the Agency as may be necessary for the successful performance of this contract.
7.2. When requesting that the Agency supply Workers, the Client shall provide the Agency with the following information:
An accurate description of the work which the Worker will be required to undertake.
A person specification detailing the type of Worker which the Client requires, together with any special skills or qualifications which are required.
The location at which the Worker will be required to work, together with the likely length of the assignment and the number of hours per week which the Worker will be required to work. The latter is necessary in order to allow the Agency to comply with its obligations under the Working Time Regulations 1998.
Any health and safety risks which are known by the Client, in-cluding copies of risk assessments of the premises, equipment and work.
Any other information which the Agency may from time to time require in order to ensure its compliance with any statute, regulation or law.
The Client shall be responsible for directing, managing and supervising the Worker, and for specifying the manner in which the work should be carried out.
The Client shall notify the Agency immediately of any proposal to engage a Worker.
Where the Client engages a Worker, the Client shall, within 7 days of a request by the Agency, supply a copy of the Worker’s terms and conditions of employment together with any payslips or evidence of Remuneration.
8. Client’s Obligations – Health & Safety and Security
8.1. The Client shall provide to the Worker all such personal protective equipment and clothing as may be necessary to ensure the health, safety and welfare of the Worker supplied.
8.2. The Client shall at all times ensure that his premises and operations are covered by an appropriate level of employer’s liability and public liability insurance cover.
8.3. The Client shall notify the Agency immediately in the event that any Worker fails to attend work as expected.
8.4. The Client shall be responsible for notifying the Health and
Safety Executive under the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 1995 if any Worker is involved in an accident or sustains an injury.
8.5. Where the Client requires a Worker to drive a vehicle, the Client shall be responsible for obtaining and checking references, licenses and permits. The Client assumes full responsibility for ensuring that any vehicles driven by a Worker are safe and adequately maintained.
8.6. The Client shall not give a Worker key holder responsibilities, cash, cheques or other valuables without the prior written consent of the Agency. If such consent is provided, the Agency shall not be responsible for any loss, theft or damage which the Client suffers.
9. Agency’s Obligations
9.1. The Agency shall take reasonable steps to ensure that Workers are suitable for the work as described by the Client, and are of good character, honest, trustworthy and reliable, but the Agency can take no responsibility for the behaviour of the Worker or for any loss or damage which is caused to the Client or any third party thereby.
9.2. The Agency shall remain responsible for remunerating Workers supplied under this agreement and for deducting income tax, national insurance contributions and other required deductions from this remuneration.
10. Disclaimers and Exclusions
10.1. The Agency shall not be liable for any loss, expense, cost or damage which is sustained by the Client as a result of:
any act, conduct, fault or omission of a Worker; or
the failure or inability of the Agency to provide a Worker or sufficient Workers in relation to the whole or part of any assignment.
10.2. The Agency shall not be responsible in any circumstances to the Client or any third party for any damage or loss sustained (including any loss of profit or indirect or consequential economic damage or loss), which is caused by any act, conduct, fault or omission of a Worker whilst engaged by the Client or an Associated Person.
11.1. The Client shall indemnify the Agency against any loss or damage which results from the Client’s breach of this agreement of failure to abide by any of its terms.
12. Force Majeure
12.1. Neither party shall be liable for any delay or failure in performing its obligations or duties under this agreement which results from circumstances outside his reasonable control including but not limited to acts of God, industrial action, war, fire, threat of terrorism, civil disturbance or rioting, government or regulatory action, breakdown in plant or machinery, or shortage of raw materials or supplies.
13. Warrantee of Contractual Capacity
13.1. Both parties to this agreement warrant that they are authorised and permitted to enter into this agreement, and have obtained all necessary permissions and approvals.
14. Whole Agreement, Governing law, Severability and Miscellaneous
14.1. This document constitutes the entirety of the agreement between the parties. It supersedes any prior representations which may have been made, whether orally or in writing. Any modification to this agreement must be made in writing and signed by both parties.
14.2. This agreement shall be governed by the Law of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts.
14.3. All clauses, sub-clauses and parts thereof shall be severable and shall be read and construed independently. Should any part of this agreement be found invalid this will not affect the validity or enforceability of any other provision or of this agreement as a whole.
14.4. All terms, conditions and covenants contained in this agreement shall bind the parties and their heirs, legal representatives, successors to title and permitted assignees.
14.5. Nothing in these terms and conditions shall incur any rights on a third party and no third party may enforce any provision of this contract under the Contracts (rights of Third Parties) Act 1999.
15 VAT - ‘All amounts payable to Acton Banks under this Agreement are stated exclusive of Value added Tax or other applicable taxes which the Client shall pay in addition at the rates which apply at the date of the Services Provider’s invoice. Where a service is considered to be exempt from VAT under our understanding of HMRC’s interpretation of the prevailing law, or of HMRC’s Nursing Agencies’ Concession and we subsequently have to accept that it is subject to VAT, we reserve the right to issue a VAT invoice, in respect of any undercharged VAT, which is payable within 30 days.’