1. Interpretation
In these terms of business (“the Terms”) the following expressions shall be given the following meanings:
- “Assignment” means the period during which a Temporary performs services or carries out work for or on behalf of the Client or agreed between the Client and the Company, commencing at the time the Temporary first reports to the Client to take up duties (or, if earlier, the commencement by the Temporary of such work or services) and ending upon the cessation by the Temporary of all such work and services.
- “The Client” means any person, firm or corporation who approaches the Company with a view to placing an order with the Company for the introduction or supply of a Temporary.
- “The Company” means Brightsparks Recruitment Limited (registered number 4973771) whose registered office is at 530 Fulham Road, London SW6 5NR or any of its subsidiary, associated or holding companies.
- “Month” means a calendar month.
- “Temporary” means any person who is introduced or supplied by the Company to the Client with a view to carrying out work for the Client.
- “Week” means 7 consecutive days.
In these terms words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender and vice versa.
All and any business undertaken by the Company is transacted subject to these Terms, all of which shall be incorporated in any agreement between the Company and the Client. In the event of any conflict between these Terms and any other terms and conditions, these Terms shall prevail unless expressly otherwise agreed in writing by a Director or other authorised officer of the Company. No variation in these Terms shall be valid if made without the written consent of a Director or other authorised officer of the Company.
The interviewing by or on behalf of the Client or the acceptance by or on behalf of the Client or the commencement of work (whichever first occurs) of any Temporary shall be deemed acceptance of and agreement to these Terms.
The complete or partial invalidity or unenforceability of any provisions herein for any purpose shall in no way affect the validity or enforceability of such a provision for any other purpose or the remaining provisions. Any such provisions shall be deemed to be severed for that purpose subject to such consequential modification as may be necessary for the purpose of such severance.
The Company may introduce a Temporary to the Client as the Temporary’s agent (in which case all the terms of this agreement save clause 5.2 will apply) or supply a Temporary as principal (in which case all the terms of this agreement save clause 5.1 will apply). The capacity of the Company for each Assignment will be agreed at the outset and stated on the time sheet and invoice.
These Terms supersede all previous terms of business.
2. Obligations of the Company
The Company will use reasonable endeavours to introduce to the Client a suitable Temporary to carry out work for the Client of such nature as the Client shall notify to the Company when placing its orders for a Temporary. The Client accepts that no warranty as to the suitability of the candidate can be given by the Company.
Where the Client has required the Company to introduce or supply a Temporary for purposes which include the operation of motor vehicles, the Company shall take all reasonable steps to enquire whether the Temporary is the holder of a current licence to drive a vehicle of the class or description duly notified to the Company by the Client as aforesaid.
Subject to clause 4.1 the Company will pay each Temporary the fees or hourly charge and other payment and reimbursement of disbursements to which he is entitled by reason of carrying out work for the Client weekly in arears.
Where appropriate, the Client will make deductions and account to the Inland Revenue for income tax under Schedule E in respect of the remuneration of each Temporary.
Where appropriate, the Client will make deductions and account for all necessary national insurance contributions relevant to the remuneration of each Temporary.
3. Obligations of the Client
The Client shall specify its exact requirements by providing full details of the work for which the Temporary is required and, in particular, by notifying the Company of any special skills required for such work when placing its order.
The Client shall not allow any Temporary to undertake any work other than that which has been notified by the Client in accordance with clause 3.1 to the Company in placing its order for such Temporary.
The Client shall verify at the time that the Temporary begins to render services for and on behalf of the Client that the Temporary is suitable for the purposes for which he is required and that he has the capability to carry out the duties required, including the operation of any machinery or vehicles. The Client shall be responsible for obtaining any work and other permits and for ensuring that the Temporary satisfies any medical requirements or other qualifications that may be appropriate or required by law.
The Client hereby undertakes to comply with all obligations, duties and regulations (whether statutory or otherwise and without prejudice to the generality of the foregoing those relating to the place, nature or system of work) in any way arising from or directly or indirectly connected with the services rendered by a Temporary.
The Client acknowledges that each Temporary will be treated as if he is the employee of the Client throughout the duration of the Assignment and undertakes to exercise all supervision, direction and control over the manner, time and place in which each Temporary carries out their work for the Client.
Without prejudice to the generality of clause 3.4 the Client acknowledges that each Temporary introduced or supplied to the Client for purposes which include the driving of vehicles is introduced or supplied to the Client on the Client’s express warranty:
- that it is the holder of a valid operator’s licence under the Transport Act 1968 where this is required;
- that it will take all necessary steps to ensure that such Temporaries comply with the provisions of the Transport Act 1968 and all other road transport legislation;
- that it will take all steps that may be required by law in relation to the insurance, maintenance and safety of vehicles, and will in particular satisfy itself that such vehicles are road worthy and properly maintained and shall under no circumstances require the Temporary to check such matters; and
- that it will control the driving duties of each Temporary, their journeys and hours of work and comply with all statutory duties in regard thereto, and in respect of driving licences, tachographs and logbooks.
The Client undertakes that in the event of the Client engaging (whether for a definite or indefinite period) either a Temporary or an employee of the Company or effectively introducing (directly or indirectly) any Temporary or an employee of the Company introduced or supplied to the Client by the Company to another person, firm or corporation, including any subsidiary, associated or holding company of the Client, resulting in full or part-time employment (“Engagement”) by the Client or by that person, firm or corporation (which the Client shall immediately notify to the Company) the Client shall pay to the Company an introduction fee if the Engagement occurs within 6 months of the date on which services were last provided to the Client by the Temporary or on behalf of the Client by an employee of the Company. The introduction fee shall be a sum equivalent of half the annual salary paid or agreed to be paid to the Temporary or employee, to include a notional figure for benefits, bonuses and allowances which form part of the total remuneration package in accordance with the Company’s standard rates for evaluating such events from time to time, on which VAT shall be paid in addition at the prevailing rate. Alternatively if the salary to be paid to the Temporary or employee is not calculated on an annual basis the introduction fee shall be a sum equivalent to 26 times the average weekly sum paid to the Temporary or employee during the first 4 weeks of his engagement on which VAT shall be paid in addition at the prevailing rate.
4. Time sheets
The Temporary shall be paid under the terms of clause 5 as appropriate by the Client immediately upon receipt of a time sheet signed either by the Client or by the Company which shall be deemed conclusive evidence:
- that the Client is satisfied with the work carried out by the Temporary;
- that the Client agrees to and accepts these Terms; and
- that the Client will pay the charges in accordance with clause 5 in full and without dispute or deduction.
The failure by the Client to sign any time sheet shall not however preclude the Company charging the Client in full for all time actually worked by any Temporary in accordance with these Terms.
5. Fees
The Client shall pay to the Company for the introduction of the Temporary the Company's commission for introducing the Temporary to the Client. VAT shall be paid in addition at the prevailing rate where and to the extent applicable.
All monies due hereunder shall be paid by the Client within 14 days of the date of invoice by the Company. Any breach of this clause 5.3 shall entitle the Company to terminate without prior notice each and every Assignment concluded under these Terms between the Company and the Client.
The Company reserves the right to charge the Client interest in respect of any amount outstanding after the period for payment set out in clause 5.3 (both before and after any judgement) from the date of invoice up to and including the day of payment at the rate of 4% a year above the base rate from time to time of the Royal Bank of Scotland.
6. Liability and indemnity
Neither the Company nor any of its staff shall be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with the introduction or supply of a Temporary to the Client or with any failure by the Company to introduce or supply a Temporary for all or part of the period booked (save that in the latter case the Client may be entitled to a reduction or cancellation of the charge payable under clause 5) and, in particular, but without limitation to the foregoing, any such loss, injury, damage, expense or delay arising from or in any way connected with:
- failure of the Temporary to meet the requirements of the Client for all or any of the purposes for which he is required by the Client;
- any act or omission of a Temporary, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; and
- any loss, injury, damage, expense or delay incurred or suffered by a Temporary;
PROVIDED THAT nothing in this clause 6 shall be construed as purporting to exclude or restrict any liability of the Company to the client for personal injury or death resulting from the negligence of the Company (as defined in the Unfair Contract Terms Act 1977 ) nor any statutory liability or any exclusion or limitation which is prohibited by law.
In consideration of the Company entering into an agreement with the Client into which these Terms are incorporated, the Client hereby undertakes to indemnify the Company in respect of any and all liability of the Company for:
- any loss, injury, expense or delay suffered or incurred by a Temporary, howsoever caused;
- any loss, injury, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Temporary, whether wilful, reckless, fraudulent, negligent, dishonest or otherwise; and
- any loss, injury or delay suffered or incurred by the Company as a result of any act or omission of the Client.
PROVIDED THAT this indemnity is given only in respect of any such loss, injury, damage, expense or delay caused during or arising directly out of or in any way connected with the relevant Assignment.
The Client acknowledges that the limitations and exclusions of the obligations and liabilities of the Company set out herein are reasonable and reflected in the charges payable to the Company hereunder and shall accept risk and/or insure accordingly.
7. Miscellaneous
The Company reserves the right to review and to revise these Terms without prior notice.
These Terms shall be governed by and construed in accordance with the laws of England and Wales.