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PHOENIX RESOURCING SERVICES (HOLDINGS) LTD (PRS) AND ALL PRS GROUP COMPANIES

​DEFINITIONS

1.1 In these Terms the following definitions apply:

"Agency Worker" means an agency worker as defined under Regulation 3 of the AWR;

"Assignment" means assignment services to be performed by the Temporary Worker for

the Hirer for a period of time during which the Temporary Worker is supplied by the

Employment Business to work temporarily for the Hirer;

"Assignment Details Form" means written confirmation of the assignment details agreed with

the Hirer prior to commencement of the Assignment;

"AWR" means the Agency Workers Regulations 2010;

"AWR Claim" means any complaint or claim to a tribunal or court made by or on behalf of

the Temporary Worker against the Hirer and/or the Employment Business for any breach of

the AWR;

"Calendar Week" means any period of seven days starting with the same day as the first day of

the First Assignment;

"Charges" means the hourly charges of the Employment Business calculated in accordance

with clause 6.1 and as may be varied from time to time in accordance with these Terms;

"Comparable Employee" means as defined in Schedule 1 to these Terms;

"Conduct Regulations" means the Conduct of Employment Agencies and Employment

Businesses Regulations 2003;

"Confidential Information" means any and all confidential commercial, financial,

marketing, technical or other information or data of whatever nature relating to the Hirer or

Employment Business or their business or affairs (including but not limited to these Terms,

data, records, reports, agreements, software, programs, specifications, know-how, trade

secrets and other information concerning the Assignment) in any form or medium whether

disclosed or granted access to whether in writing, orally or by any other means, provided to the

Temporary Worker or any third party in relation to the Assignment by the Hirer or the

Employment Business or by a third party on behalf of the Hirer whether before or after the

date of these Terms together with any reproductions of such information in any form or medium

or any part(s) of such information;

"Control" means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of

the issued share capital or similar right of ownership; or (b) the power to direct or cause the

direction of the affairs and/or general management of the company, partnership, statutory


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20657312.9

body or other entity in question, whether through the ownership of voting capital, by

contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;

"Data Protection Laws" unless and until the GDPR is no longer directly applicable in the

UK, the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) 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;

"Employment Business" means the limited company, limited liability partnership or other

entity the name and other details of which are set out in the relevant Assignment Details Form,

being in each case an entity which is a member of Phoenix Resourcing Services (Holdings)

Limited's (a company registered in England and Wales with company number: 04401459) group;

"Engagement" means the engagement, employment or use of the Temporary Worker by

the Hirer or any third party to whom the Temporary Worker has been introduced by the Hirer,

directly or indirectly, on a permanent or temporary basis, whether under a contract of

service or for services, and/or through a company of which the Temporary Worker is an

officer, employee or other representative, an agency, license, franchise or partnership

arrangement, or any other engagement; and "Engage", "Engages" and "Engaged" shall be

construed accordingly;

"First Assignment" means: (a) the relevant Assignment; or (b) if, prior to the

relevant Assignment: (i) the Temporary Worker has worked in any assignment in the same role

with the relevant Hirer as the role in which the Temporary Worker works in the relevant

Assignment; and (ii) the relevant Qualifying Period commenced in any such assignment,

that assignment (an assignment being (for the purpose of this defined term) a period of

time during which the Temporary Worker is supplied by one or more Temporary Work

Agencies to the relevant Hirer to work temporarily for and under the supervision and direction of

the relevant Hirer);

"Hirer" means the person, firm or corporate body together with any subsidiary or

associated person, firm or corporate body (as the case may be) to whom the

Temporary Worker is Introduced;

"Hirer's Group" means (a) any individual, company, partnership, statutory body or other

entity which from time to time Controls the Hirer, including (but not limited to) as a holding

company as defined in section 1159 of the Companies Act 2006; and (b) any company,

partnership, statutory body or other entity which from time to time is Controlled by or is under

common Control with the Hirer, including (but not limited to) as a subsidiary or holding company

as defined in section 1159 of the Companies Act 2006;

"Introduction" means (i) the passing to the Hirer of a curriculum vitae or information

which identifies the Temporary Worker; or (ii) the Hirer's interview of the Temporary Worker (in

person or by telephone or by any other means), following the Hirer's instruction to the

Employment Business to supply a temporary worker; or (iii) the supply of the Temporary

Worker; and, in any case, which leads to an Engagement of the temporary worker or the

Temporary Worker; and "Introduced" and "Introducing" shall be construed accordingly;


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20657312.9

"Losses" means all losses, liabilities, damages, costs, expenses whether direct, indirect,

special or consequential (including, without limitation, any economic loss or other loss of

profits, business or goodwill, management time and reasonable legal fees) and charges,

including such items arising out of or resulting from actions, proceedings, claims and demands;

"Period of Extended Hire" means any additional period that the Hirer wishes the

Temporary Worker to be supplied for beyond the duration of the original Assignment

or series of Assignments as an alternative to paying a Transfer Fee;

"Qualifying Period" means 12 continuous Calendar Weeks during the whole or part of

which the Temporary Worker is supplied by one or more Temporary Work Agencies to the

relevant Hirer to work temporarily for and under the supervision and direction of the relevant

Hirer in the same role, and as further defined in Schedule 1 to these Terms;

"Relevant Period" means whichever ends the later of: (a) the period of 8 weeks

commencing on the day after the last day on which the Temporary Worker worked for the

Hirer having been supplied by the Employment Business; and (b) the period of 14 weeks

commencing on the first day on which the Temporary Worker worked for the Hirer

having been supplied by the Employment Business 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) since any

previous assignment;

"Relevant Terms and Conditions" means terms and conditions relating to: (a) pay; (b)

the duration of working time; (c) night work; (d) rest periods; (e) rest breaks; and (f) annual leave

that are ordinarily included in the contracts of employees or workers (as appropriate) of the

Hirer whether by collective agreement or otherwise and including (for the avoidance of

doubt and without limitation) such terms and conditions that have become contractual by

virtue of custom and practice, including copies of all relevant documentation;

"Remuneration" includes gross base salary or fees, guaranteed and/or anticipated bonus

and commission earnings, allowances, inducement payments, the benefit of a company car

and all other payments and taxable (and, where applicable, non-taxable) emoluments

payable to or receivable by the Temporary Worker for services provided to or on behalf of the

Hirer or any third party. Where a company car is provided, a notional amount of £4000 will be

added to the salary in order to calculate the Employment Business' fee;

"Temporary Work Agency" means as defined in Schedule 1 to these Terms;

"Temporary Worker" means the individual who is Introduced by the Employment Business to

provide services to the Hirer;

"Terms" means these terms of business (including the attached schedules) together with any

applicable Assignment Details Form;

"Transfer Fee" means the fee payable in accordance with clause 8 of these Terms and

Regulation 10 of the Conduct Regulations;


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20657312.9

"Vulnerable Person" means any person who by reason of age, infirmity, illness, disability or

any other circumstance is in need of care or attention, and includes any person under the

age of eighteen; and

"Working Time Regulations" 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 contained in these Terms are for convenience only and do not affect their

interpretation.

1.4 Any reference, express or implied, to an enactment includes a reference to that enactment as

from time to time amended, modified, extended, re-enacted, replaced or applied by or under any

other enactment (whether before or after the date of these Terms) and all subordinate legislation

made (before or after these Terms) under it from time to time.

2 THE CONTRACT

2.1 These Terms constitute the contract between the Employment Business and the Hirer for

the supply of the Temporary Worker's services by the Employment Business to the Hirer

and are deemed to be accepted by the Hirer by virtue of its request for, interview with or

Engagement of the Temporary Worker, its acceptance of these Terms online or the

passing of any information by the Hirer about a Temporary Worker to any third party

following an Introduction, whichever first occurs.

2.2 These Terms contain the entire agreement between the parties and unless otherwise agreed

in writing by a director of the Employment Business, these Terms prevail over any terms

of business or purchase conditions (or similar) put forward by the Hirer.

2.3 Subject to clause 6.2, no variation or alteration to these Terms shall be valid unless the details of

such variation are agreed between a director of the Employment Business and the Hirer and are

set out in writing and a copy of the varied Terms is given to the Hirer stating the date on or after

which such varied Terms shall apply.

2.4 The Employment Business shall act as an employment business (as defined in Section 13(3) of

the Employment Agencies Act 1973) when Introducing Temporary Workers for Assignments

with the Hirer.

3 HIRER OBLIGATIONS

3.1 To enable the Employment Business to comply with its obligations under the

Conduct Regulations the Hirer undertakes to provide to the Employment Business details of

the position which the Hirer seeks to fill, including the following:

3.1.1 the type of work that the Temporary Worker would be required to do;

3.1.2 the location and hours of work;


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20657312.9

3.1.3 the experience, training, qualifications and any authorisation which the Hirer considers

necessary or which are required by law or any professional body for the

Temporary Worker to possess in order to work in the position;

3.1.4 any risks to health or safety known to the Hirer and what steps the Hirer has taken to

prevent or control such risks;

3.1.5 the date the Hirer requires the Temporary Worker to commence the Assignment;

3.1.6 the duration or likely duration of the Assignment.

3.2 The Hirer will assist the Employment Business in complying with the Employment Business'

duties under the Working Time Regulations by supplying any relevant information about the

Assignment requested by the Employment Business and the Hirer will not do anything to cause

the Employment Business to be in breach of its obligations under these Regulations. If the Hirer

requires the services of an Temporary Worker for more than 48 hours in any week during the

course of an Assignment, the Hirer must notify the Employment Business of this requirement

before the commencement of the Assignment or at the very latest, where this is not reasonably

practicable, before the commencement of the week in which the Hirer requires the Temporary

Worker to work in excess of 48 hours.

3.3 The Hirer will comply with its obligations under 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) of the AWR.

3.4 To enable the Employment Business to comply with its obligations under the AWR, the

Hirer undertakes as soon as possible prior to the commencement of each Assignment and

during each Assignment (as appropriate) and at any time at the Employment Business' request:

3.5

3.5.1 whether or not the Temporary Worker is an Agency Worker and/or is identified as such

in the relevant Assignment Details Form in relation to the relevant Assignment, to

inform the Employment Business of any Calendar Weeks since 1 October 2011 in

which the relevant Temporary Worker has worked in the same or a similar role with the

Hirer via any third party prior to the date of commencement of the relevant Assignment

and/or during the relevant Assignment which count or may count towards the

Qualifying Period;

3.5.2 whether or not the Temporary Worker is an Agency Worker and/or is identified as such

in the relevant Assignment Details Form in relation to the relevant Assignment, if, since

1 October 2011, the Temporary Worker has worked in the same or a similar role with

the Hirer via any third party prior to the date of commencement of the relevant

Assignment and/or works in the same or a similar role with the Hirer via any third party

during the relevant Assignment, to provide the Employment Business with all the

details of such work, including (without limitation) details of where, when and the

period(s) during which such work was undertaken and any other details requested by

the Employment Business;


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3.5.3 whether or not the Temporary Worker is an Agency Worker and/or is identified as such

in the relevant Assignment Details Form in relation to the relevant Assignment, to

inform the Employment Business if, since 1 October 2011, the Temporary Worker has

prior to the date of commencement of the relevant Assignment and/or during the

relevant Assignment:

(a) completed two or more assignments with the Hirer;

(b) completed at least one assignment with the Hirer and one or more earlier

assignments with any member of the Hirer's Group; and/or

(c) worked in more than two roles during an assignment with the Hirer and on

at least two occasions worked in a role that was not the same role as

the previous role;


3.5.4 if (as indicated in the relevant Assignment Details Form) the Temporary Worker is

an Agency Worker, save where the Temporary Worker will not complete the

Qualifying Period during the term of the Assignment, to:

(a) provide the Employment Business with written details of the basic working

and employment conditions the Temporary Worker would be entitled to for

doing the same job if the Temporary Worker had been recruited directly by

the Hirer as an employee or worker at the time the Qualifying Period

commenced or with those of a Comparable Employee, such basic working

and employment conditions being the Relevant Terms and Conditions;

(b) inform the Employment Business in writing of any variations in the

Relevant Terms and Conditions made at any time during the relevant

Assignment after the Qualifying Period commenced; and


3.5.5 if (as indicated in the relevant Assignment Details Form) the Temporary Worker is an

Agency Worker, save where the Temporary Worker will not complete the Qualifying

Period during the term of the Assignment, to provide the Employment Business with

written details of its pay and benefits structures and appraisal processes and any

variations of the same.


3.6 In addition, if (as indicated in the relevant Assignment Details Form) the Temporary Worker is

an Agency Worker, for the purpose of awarding any bonus to which the Temporary Worker may

be entitled under the AWR, the Hirer will:

3.6.1 integrate the Temporary Worker into its relevant performance appraisal system;

3.6.2 assess the Temporary Worker's iperformance;

3.6.3 provide the Employment Business with copies of all documentation relating to

any appraisal of the Temporary Worker, including without limitation written details

of the outcome of any appraisal and the amount of any bonus awarded; and


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20657312.9

3.6.4 provide the Employment Business with all other assistance the Employment Business

may request in connection with the assessment of the Temporary

Worker's performance for the purpose of awarding any bonus.


3.7 The Hirer will comply with all the Employment Business' requests for information and any other

requirements to enable the Employment Business to comply with the AWR.

3.8 The Hirer warrants that:

3.8.1 all information and documentation supplied to the Employment Business in accordance

with clauses 3.4, 3.5 and 3.6 is complete, accurate and up-to-date; and

3.8.2 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 clauses 3.4, 3.5 and 3.6;


3.9 Without prejudice to clauses 14.7 and 14.8, the Hirer shall inform the Employment Business in

writing of any:

3.9.1 oral or written complaint the Temporary Worker makes to the Hirer which is or may be a

complaint connected with rights under the AWR; and

3.9.2 written request for information relating to the Relevant Terms and Conditions that the

Hirer receives from the Temporary Worker as soon as possible but no later than 7

calendar days from the day on which any such oral complaint is made to or written

complaint or request is received by the Hirer and the Hirer will take such action and

give such information and assistance as the Employment Business may request, and

within any timeframe requested by the Employment Business, in order to resolve any

such complaint or to provide any such information in a written statement to the Agency

Worker within 28 days of the Hirer's receipt of such a request in accordance with

Regulation 16 of the AWR and the Hirer will provide the Employment Business with a

copy of any such written statement.


3.10 The Hirer undertakes that it knows of no reason why it would be detrimental to the interests of

the Temporary Worker for the Temporary Worker to fill the Assignment.

3.11 In order to enable the Employment Business to source a suitable Temporary Worker the

Employment Business is authorised by the Hirer to advertise the positions the Hirer has

instructed the Employment Business to fill.

4 INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER

4.1 When Introducing a Temporary Worker to the Hirer the Employment Business shall inform the

Hirer:

4.1.1 of the identity of the Temporary Worker;


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20657312.9

4.1.2 that the Temporary Worker has the necessary or required experience,

training, qualifications and any authorisation required by law or a professional body

to work in the Assignment;

4.1.3 that the Temporary Worker is willing to work in the Assignment; and

4.1.4 the Charges.

4.2 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 (excluding Saturday, Sunday and any Public

or Bank Holiday) following, save where the Temporary Worker is Introduced for an Assignment

in the same position as one in which the Temporary Worker had previously been supplied within

the previous 5 business days and such information has already been given to the Hirer, unless

the Hirer requests that the information be resubmitted.

5 TIMESHEETS

5.1 At the end of each week of an Assignment (or at the end of the Assignment where it is for a

period of 1 week or less) the Hirer shall either sign the Employment Business' timesheet or, by

using the Hirer Employment Business' online timesheet system, approve the Employment

Business' online timesheet, verifying the number of hours worked by the Temporary Worker

during that week.

5.2 Signature of the timesheet or approval of the online timesheet (as applicable) by the Hirer is

confirmation of the number of hours worked by the Temporary Worker and that the Hirer is

satisfied with the quality of the work performed. If the Hirer is unable to sign a timesheet

produced for authentication by the Temporary Worker or approve an online timesheet (as

applicable) because the Hirer disputes the hours claimed, the Hirer shall inform the Employment

Business as soon as is reasonably practicable and shall co-operate fully and in a timely fashion

with the Employment Business to enable the Employment Business to establish what hours,

if any, were worked by the Temporary Worker. Failure to sign any timesheet or approve any

online timesheet (as applicable) does not absolve the Hirer of its obligation to pay the

Charges in respect of the hours worked.

5.3 The Hirer will ensure that all timesheet(s) are signed or approved (as applicable) promptly. If

the Hirer has failed to approve an online timesheet after two email reminders from the

Employment Business, the Employment Business shall be entitled to assume that the online

timesheet is approved by the Hirer and shall pay the Temporary Worker and invoice the Hirer

accordingly no later than the Wednesday morning following the week worked.

5.4 The Hirer shall not be entitled to decline to sign a timesheet or approve an online timesheet (as

applicable) on the basis that it is dissatisfied with the work performed by the Temporary Worker.

In the event that the Hirer is dissatisfied with the Temporary Worker the provisions of clause 10.1

below shall apply.

6 CHARGES


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6.1 The Hirer agrees to pay the Charges as notified to and agreed with the Hirer. The Charges

are calculated according to the number of hours worked by the Temporary Worker (to the

nearest quarter hour) and comprise the following:

6.1.1 the Temporary Worker's hourly rate of pay;

6.1.2 an amount equal to any paid holiday leave to which the Temporary Worker is

entitled under the Working Time Regulations and, where applicable, the AWR and

which is accrued during the course of an Assignment;

6.1.3 any other amounts to which the Temporary Worker is entitled under the AWR, where

applicable;

6.1.4 employer's National Insurance contributions;

6.1.5 any travel, hotel or other expenses as may have been agreed with the Hirer or, if there

is no such agreement, such expenses as are reasonable; and

6.1.6 the Employment Business' commission, which is calculated as a percentage of the

Temporary Worker's hourly rate.


6.2 The Employment Business reserves the right to vary the Charges agreed with the Hirer, by

giving written notice to the Hirer:

6.2.1 in order to comply with any additional liability imposed by statute or other legal

requirement or entitlement, including but not limited to the AWR; and/or

6.2.2 if there is any variation in the Relevant Terms and Conditions.

6.3 The Charges are invoiced to the Hirer on a weekly basis and are payable within 7 days.

6.4 In addition to the Charges, the Hirer will pay the Employment Business an amount equal to any

bonus that the Hirer awards to the Temporary Worker in accordance with clause 3.5 immediately

following any such award and the Employment Business will pay any such bonus to the

Temporary Worker. For the avoidance of doubt, the Hirer will also pay any employer's National

Insurance Contributions and the Employment Business' commission on the bonus (calculated

using the same percentage rate as that used under clause 6.1.6) in addition to any bonus

payable to the Temporary Worker.

6.5 If (as indicated in the relevant Assignment Details Form) the Temporary Worker is an

Agency Worker and the Temporary Worker is pregnant or becomes pregnant at any time during

the term of these Terms:

6.5.1 the Hirer will pay the Employment Business the Charges for any time the Temporary

Worker takes off from the performance of the Assignment in order to travel to and

attend any ante-natal medical appointments and/or ante-natal classes at any time

during the term of these Terms; and


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20657312.9

6.5.2 if there is likely to be a risk to the health and safety of the Temporary Worker, the Hirer

will carry out a workplace risk assessment and, if the Hirer identifies any such risk,

make a reasonable adjustment or adjustments to remove such risk(s); if it is not

possible or reasonable for the Hirer to make an adjustment or adjustments and remove

such risk(s), the Hirer will inform the Employment Business and the Hirer will use its

reasonable endeavours to find suitable alternative work for the Temporary Worker and

inform the Employment Business of any such suitable alternative work so that the

Employment Business can offer it to the Temporary Worker. If the Hirer is not able to

find suitable alternative work for the Temporary Worker, the Employment Business will,

if available, offer suitable alternative work to the Temporary Worker; if no suitable

alternative work is available, the Hirer will pay the Employment Business the Charges

for the period from the date the Temporary Worker ceases to perform the Assignment

for health and safety reasons to the end date of the Assignment.


6.6 VAT is payable at the applicable rate on the entirety of the Charges and all sums payable under

clauses 6.4 and 6.5.

6.7 The Employment Business reserves the right to charge compensation and interest under the

Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due

date at the rate of 8% per annum above the base rate from time to time of the Bank of England

from the due date until the date of payment.

6.8 No refunds are payable in respect of the Charges of the Employment Business.

6.9 The Hirer's obligations under this clause 6 shall be performed without any right of the Hirer to

invoke set-off, deductions, withholdings or other similar rights.

7 PAYMENT OF THE TEMPORARY WORKER

Where the Employment Business directly engages the Temporary Worker, the Employment

Business assumes responsibility for paying the Temporary Worker and, where appropriate,

for the deduction and payment of National Insurance Contributions and PAYE Income

Tax applicable to the Temporary Worker pursuant to sections 44-47 of the Income Tax

(Earnings and Pensions) Act 2003 If the Employment Business engages the Temporary Worker

via a company or other third party entity, the Employment Business assumes responsibility for

paying that entity.

8 TRANSFER FEES

8.1 The Hirer shall be liable to pay a Transfer Fee if the Hirer Engages a Temporary Worker

Introduced by the Employment Business other than via the Employment Business or introduces

the Temporary Worker to a third party and such introduction results in an Engagement of the

Temporary Worker by the third party other than via the Employment Business and:

8.1.1 where the Temporary Worker has been supplied by the Employment Business, such

Engagement takes place during the Assignment or within the Relevant Period; or


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20657312.9

8.1.2 where the Temporary Worker has not been supplied, such Engagement takes

place within 6 months from the date of the Introduction to the Hirer. The Transfer Fee

will be calculated in accordance with Schedule 2.


8.2 If the Hirer wishes to Engage the Temporary Worker other than via the Employment

Business without liability to pay a Transfer Fee, the Hirer may, on giving one month's written

notice to the Employment Business, engage the Temporary Worker for the Period of Extended

Hire specified in Schedule 2.

8.3 During such Period of Extended Hire the Employment Business shall supply the Temporary

Worker on the same terms on which s/he has or would have been supplied during the

Assignment and in any case on terms no less favourable than those terms which applied

immediately before the Employment Business received the notice in clause 8.2; and the Hirer

shall continue to pay the Charges set out in clause 6. If the Employment Business is unable to

supply the Temporary Worker for any reason outside its control for the whole or any part of the

Period of Extended Hire; or the Hirer does not wish to hire the Temporary Worker on the same

terms as the Assignment; but the Temporary Worker is Engaged by the Hirer, the Hirer shall pay

the Transfer Fee, reduced pro-rata to reflect any Charges paid by the Hirer during any part of the

Period of Extended Hire worked by the Temporary Worker before being Engaged by the Hirer. If

the Hirer fails to give notice of its intention to Engage the Temporary Worker other than via the

Employment Business before such Engagement commences, the parties agree that the Transfer

Fee shall be due in full.

8.4 Where prior to the commencement of the Hirer's Engagement other than via the Employment

Business the Employment Business and the Hirer agree that such Engagement will be on the

basis of a fixed term of less than 12 months, the Employment Business may, in its absolute

discretion, reduce the Transfer Fee as calculated in accordance with Schedule 2 pro-rata. Such

reduction is subject to the Hirer Engaging the Temporary Worker for the agreed fixed term.

Should the Hirer extend the Temporary Worker's Engagement or re-Engage the Temporary

Worker within 12 months from the commencement of the initial Engagement the Employment

Business reserves the right to recover the balance of the Transfer Fee.

8.5 No refund of the Transfer Fee will be paid in the event that the Engagement of the Temporary

Worker other than via the Employment Business by the Hirer or by a third party to which the

Hirer introduces the Temporary Worker terminates or terminates before the end of the fixed term

referred to in clause 8.4.

8.6 VAT is payable in addition to any Transfer Fee due.

9 SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS

9.1 Where:

9.1.1 the Temporary Worker is required by law, or any professional body to have any

qualifications or authorisations to work on the Assignment, the Employment Business

will take all reasonably practicable steps to obtain and offer to provide to the Hirer

copies of any relevant qualifications or authorisations of the Temporary Worker; and


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20657312.9

9.1.2 in addition, where the Assignment involves working with, caring for or attending one or

more Vulnerable Persons, the Employment Business will take all reasonably

practicable steps to obtain and offer to provide copies to the Hirer of two references

from persons who are not relatives of the Temporary Worker and who have agreed that

the references they provide may be disclosed to the Hirer; and such other reasonably

practicable steps as are required to confirm that the Temporary Worker is suitable for

the Assignment. If the Employment Business has taken all reasonably practicable

steps to obtain the information above and has been unable to do so fully it shall inform

the Hirer of the steps it has taken to obtain this information in any event.


9.2 The Hirer shall advise the Employment Business at the time of instructing the Employment

Business to supply a Temporary Worker whether during the course of the Assignment, the

Temporary Worker will be required to work with, care for or attend one or more Vulnerable

Persons or engage in activity or otherwise be working in a position covered by the Safeguarding

Vulnerable Groups Act 2006 or the Protecting Vulnerable Groups (Scotland) Act 2007 as

applicable.

9.3 The Hirer shall assist the Employment Business by providing any information required to

allow the Employment Business to comply with its statutory obligations under the

Safeguarding Vulnerable Groups Act 2006 or the Protecting Vulnerable Groups (Scotland)

Act 2007 as applicable and to allow the Employment Business to select a suitable Temporary

Worker for the Assignment.

9.4 In particular in the event that the Hirer removes a Temporary Worker from an Assignment in

circumstances which would require the Employment Business to provide information to the

Independent Safeguarding Authority (or the equivalent authority) under the Safeguarding

Vulnerable Groups Act 2006 or the Protecting Vulnerable Groups (Scotland) Act 2007, the Hirer

will provide sufficient information to the Employment Business to allow it to discharge its statutory

obligations.

10 UNSUITABILITY OF THE TEMPORARY WORKER

10.1 If the Hirer reasonably considers that the services of the Temporary Worker are unsatisfactory,

the Hirer may terminate the Assignment either by instructing the Temporary Worker to leave the

Assignment immediately, or by directing the Employment Business to remove the Temporary

Worker. The Employment Business may, in its absolute discretion, in such circumstances,

reduce or cancel the Charges for the time worked by that Temporary Worker, provided that the

Hirer has notified the Employment Business immediately that it has asked the Temporary Worker

to leave the Assignment or the Assignment terminates:

10.1.1 within 4 hours of the Temporary Worker commencing the Assignment where the

Assignment is for more than 7 hours; or

10.1.2 within 2 hours for Assignments of 7 hours or less; and provided that notification of

the unsuitability of the Temporary Worker is confirmed in writing to the

Employment Business within 48 hours of the termination of the Assignment.


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10.2 The Employment Business shall notify the Hirer immediately if it receives or otherwise obtains

information which gives the Employment Business reasonable grounds to believe that any

Temporary Worker supplied to the Hirer is unsuitable for the Assignment and shall be entitled to

terminate the Assignment forthwith without prior notice and without liability. Notwithstanding any

such termination, the Hirer shall remain liable for all Charges incurred prior to the termination of

the Assignment.

10.3 The Hirer shall notify the Employment Business immediately and without delay and in any

event within 2 hours if the Temporary Worker fails to attend work or has notified the Hirer that

s/he is unable to attend work for any reason.

11 TERMINATION OF THE ASSIGNMENT

The Hirer or the Employment Business may terminate an Assignment at any time without

liability (except in the case of termination by the Hirer, who shall be liable for any Charges

due under clause 6 above) by giving the other party 24 hours' written notice.

12A DATA PROTECTION

12A.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This

clause 12A is in addition to, and does not relieve, remove or replace, a party's obligations under

the Data Protection Laws.

12A.2 The parties acknowledge that for the purposes of the Data Protection Laws, the Employment

Business is the data controller and the Hirer is the data processor (where “Data Controller” and

“Data Processor” have the meanings as defined in the Data Protection Laws). Schedule 3 sets

out the scope, nature and purpose of processing by the Hirer, the duration of the processing and

the types of personal data (as defined in the Data Protection Laws) (“Personal Data”) and

categories of Data Subject.

12A.3 Without prejudice to the generality of clause 12A.1, the Employment Business will ensure that it

has all necessary appropriate consents and notices in place to enable lawful transfer of the

Personal Data to the Hirer for the duration and purposes of this agreement.

12A.4 Without prejudice to the generality of clause 12A.1, the Hirer shall, in relation to any Personal

Data processed by it in connection with this agreement:

12A.4.1 process that Personal Data only on the written instructions of the Employment Business

unless the Hirer is required by the laws of any member of the European Union or by the

laws of the European Union applicable to the Hirer to process Personal Data

(“Applicable Laws”). Where the Hirer is relying on laws of a member of the European

Union or European Union law as the basis for processing Personal Data, the Hirer shall

promptly notify the Employment Business of this before performing the processing

required by the Applicable Laws unless those Applicable Laws prohibit the Hirer from so

notifying the Employment Business;


12A.4.2 ensure that it has in place appropriate technical and organisational measures to protect

against unauthorised or unlawful processing of Personal Data and against accidental

loss or destruction of, or damage to, Personal Data, appropriate to the harm that might

result from the unauthorised or unlawful processing or accidental loss, destruction or


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20657312.9


damage and the nature of the data to be protected, having regard to the state of

technological development and the cost of implementing any measures (those

measures may include, where appropriate, pseudonymising and encrypting Personal

Data, ensuring confidentiality, integrity, availability and resilience of its systems and

services, ensuring that availability of and access to Personal Data can be restored in a

timely manner after an incident, and regularly assessing and evaluating the

effectiveness of the technical and organisational measures adopted by it);


12A.4.3 ensure that all personnel who have access to and/or process Personal Data are obliged


to keep the Personal Data confidential; and


12A.4.4 not transfer any Personal Data outside of the European Economic Area unless the prior

written consent of the Employment Business has been obtained and the following

conditions are fulfilled:

12A.4.4.1 the Employment Business or the Hirer has provided appropriate


safeguards in relation to the transfer;


12A.4.4.2 the data subject has enforceable rights and effective legal remedies;

12A.4.4.3 the Hirer complies with its obligations under the Data Protection

Legislation by providing an adequate level of protection to any Personal

Data that is transferred; and


12A.4.4.4 the Hirer complies with reasonable instructions notified to it in advance

by the Employment Business with respect to the processing of the

Personal Data;


12A.4.5 assist the Employment Business in responding to any request from a Data Subject and

in ensuring compliance with its obligations under the Data Protection Legislation with

respect to security, breach notifications, impact assessments and consultations with

supervisory authorities or regulators;


12A.4.6 notify the Employment Business without undue delay on becoming aware of a Personal


Data breach;


12A.4.7 at the written direction of the Employment Business, delete or return Personal Data and

copies thereof to the Employment Business on termination of the agreement unless

required by Applicable Law to store the Personal Data; and


12A.4.8 maintain complete and accurate records and information to demonstrate its compliance


with this clause 12A.


12A.5 the Employment Business does not consent to the Hirer appointing any third-party processor of

Personal Data under this agreement.

12A.6 The Hirer shall indemnify the Employment Business against all claims, demands, actions, costs,

expenses, losses and damages (including without limitation any fines or penalties imposed by any

regulator whether in the UK, European Economic Area or otherwise) incurred by, awarded against or

agreed to be paid by the Employment Business arising from any breach by the Hirer of its obligations in

this clause 12A.

12A.7 Either party may, at any time on not less than 30 days’ notice, revise this clause 12A by replacing it

with any applicable controller to processor standard clauses or similar terms forming party of an

applicable certification scheme (which shall apply when replaced by attachment to this agreement).

12 CONFIDENTIALITY


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12.1 All information relating to a Temporary Worker is confidential and subject to the Data

Protection Laws and is provided solely for the purpose of providing work-finding services to the

Hirer. Such information must not be used for any other purpose nor divulged to any third party

and the Hirer undertakes to abide by the provisions of the Data Protection Laws in receiving

and processing the data at all times.

12.2 The Employment Business undertakes to keep confidential all Relevant Terms and Conditions

that the Hirer discloses to the Employment Business and not to use such information except for

the purposes of compliance with the AWR (including, for the avoidance of doubt and without

limitation, when dealing with any request for information or complaint made by or on behalf of

any Temporary Worker or any AWR Claim).

12.3 Information relating to the Employment Business' business which is capable of being

confidential must be kept confidential and not divulged to any third party, except information

which is in the public domain.

13 INTELLECTUAL PROPERTY RIGHTS

All copyright, trademarks, patents and other intellectual property rights deriving from

the Assignment shall belong to the Hirer. Accordingly the Employment Business shall

use its reasonable endeavours to ensure that the Temporary Worker shall execute all such

documents and do all such acts in order to give effect to the Hirer's rights pursuant to this clause.

14 LIABILITY

14.1 Whilst reasonable efforts are made by the Employment Business to give satisfaction to the Hirer

by ensuring reasonable standards of skill, integrity and reliability from the Temporary Worker and

to provide the same in accordance with the Assignment details as provided by the Hirer, no

liability is accepted by the Employment Business for any loss, expense, damage or delay arising

from any failure to provide any Temporary Worker for all or part of the Assignment or from the

negligence, dishonesty, misconduct or lack of skill of the Temporary Worker or if the Temporary

Worker terminates the Assignment for any reason. For the avoidance of doubt, the Employment

Business does not exclude liability for death or personal injury arising from its own negligence or

for any other loss which it is not permitted to exclude under law.

14.2 Temporary Workers supplied by the Employment Business pursuant to these Terms are

engaged under contracts for services. They are not the employees of the Employment Business.

The Hirer agrees to be responsible for all acts, errors or omissions of the Temporary Worker,

whether wilful, negligent or otherwise as though the Temporary Worker was on the payroll of the

Hirer.

14.3 The Hirer shall advise the Employment Business of any special health and safety matters about

which the Employment Business is required to inform the Temporary Worker and about

any requirements imposed by law or by any professional body, which must be satisfied if

the Temporary Worker is to fill the Assignment.


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20657312.9

14.4 The Hirer will also comply in all respects with all statutory provisions as are in force from time to

time including, for the avoidance of doubt, but not limited to the Working Time Regulations,

Health and Safety At Work etc. Act 1974, the Management of Health and Safety at Work

Regulations 1999, by-laws, codes of practice and legal requirements to which the Hirer is

ordinarily subject in respect of the Hirer's own staff (excluding the matters specifically mentioned

in clause 7 above), including in particular the provision of adequate Employer's and Public

Liability Insurance cover for the Temporary Worker during all Assignments.

14.5 The Hirer undertakes not to request the supply of a Temporary Worker to perform the

duties normally performed by a worker who is taking part in official industrial action or duties

normally performed by a worker who has been transferred by the Hirer to perform the duties of

a person on strike or taking official industrial action.

14.6 The Hirer shall indemnify and keep indemnified the Employment Business against any

Losses incurred by the Employment Business arising out of any Assignment or arising out of

any non-compliance with, and/or as a result of any breach of, these Terms by the Hirer.

14.7 The Hirer shall inform the Employment Business in writing of any AWR Claim which comes

to the notice of the Hirer as soon possible but no later than 7 calendar days from the day on

which any such AWR Claim comes to the notice of the Hirer.

14.8 If the Temporary Worker brings, or threatens to bring, any AWR Claim, the Hirer undertakes to

take such action and give such information and assistance as the Employment Business may

request, and within any timeframe requested by the Employment Business and at the Hirer's own

cost, to avoid, dispute, resist, mitigate, compromise or defend any such AWR Claim and to

appeal against any judgment given in respect thereof.

15 NOTICES

All notices which are required to be given in accordance with these Terms shall be in writing

and may be delivered personally or by first class prepaid post to the registered office of the

party upon whom the notice is to be served or any other address that the party has notified the

other party in writing, by email or facsimile transmission. Any such notice shall be deemed

to have been served: if by hand when delivered, if by first class post 48 hours following posting

and if by email or facsimile transmission, when that email or facsimile is sent.

16 SEVERABILITY

If any of the provisions of these Terms shall be determined by any competent authority to

be unenforceable to any extent, such provision shall, to that extent, be severed from the

remaining Terms, which shall continue to be valid to the fullest extent permitted by applicable

laws.

17 GOVERNING LAW AND JURISDICTION

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

jurisdiction of the Courts of England & Wales.


17


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18


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Schedule 1


"Comparable Employee", "Qualifying Period" and "Temporary Work Agency"


"Comparable Employee" means as defined in Regulation 5(4) of the AWR being an employee of the

Hirer who:

(a) works for and under the supervision of the Hirer and is engaged in the same or broadly

similar work as the Temporary Worker having regard, where relevant, to whether the employee

and the Temporary Worker have a similar level of qualification and skill; and

(b) works or is based at the same establishment as the Temporary Worker or, where there is no

comparable employee working or based at that establishment who satisfies the requirements

of (a) above, works or is based at a different establishment and satisfies those requirements.

For the purpose of the definition of "Qualifying Period" in clause 1.1 of these Terms, when calculating

whether any weeks completed with the Hirer count as continuous towards the Qualifying Period, where:

(a) the Temporary Worker has started working during an assignment and there is a break, either

between assignments or during an assignment, when the Temporary Worker is not working;

(b) the break is:

(i) for any reason and not more than six Calendar Weeks;

(ii) wholly due to the fact that the Temporary Worker is incapable of working in

consequence of sickness or injury and the break is 28 Calendar Weeks or less;

paragraph (iii) does not apply; and, if required to do so by the Employment Business, the

Temporary Worker has provided such written medical evidence as may reasonably be

required;

(iii) related to pregnancy, childbirth or maternity and is at a time in a protected period, being a

period beginning at the start of the pregnancy and ending at the end of the 26 weeks

beginning with childbirth (being the birth of a living child or the birth of a child whether

living or dead after 24 weeks of pregnancy) or, if earlier, when the Temporary Worker

returns to work;

(iv) wholly for the purpose of taking time off or leave, whether statutory or contractual, to which

the Temporary Worker is otherwise entitled which is:

i. ordinary, compulsory or additional maternity leave;

ii. ordinary or additional adoption leave;

iii. ordinary or additional paternity leave;

iv. time off or other leave not listed in paragraphs (iv)i, ii, or iii above; or v. for more

than one of the reasons listed in paragraphs (iv)i, ii, iii to iv above;


19


20657312.9

(v) wholly due to the fact that the Temporary Worker is required to attend at any place

in pursuance to being summoned for service as a juror and the break is 28 Calendar

Weeks or less;

(vi) wholly due to a temporary cessation in the Hirer's requirement for any worker to

be present at the establishment and work in a particular role for a pre-determined

period of time according to the established custom and practices of the Hirer;

(vii) wholly due to a strike, lock-out or other industrial action at the Hirer's establishment; or

(viii) wholly due to more than one of the reasons listed in paragraphs (ii), (iii), (iv), (v), (vi) or

(vii); and


(c) the Temporary Worker returns to work in the same role with the Hirer, any weeks during which

the Temporary Worker worked for the Hirer before the break shall be carried forward and treated

as counting towards the Qualifying Period with any weeks during which the Temporary Worker

works for the Hirer after the break. In addition, when calculating the number of weeks during

which the Temporary Worker has worked, where the Temporary Worker has started working in a

role during an Assignment and is unable to continue working for a reason described in paragraph

(b)(iii) or (b)(iv)i., ii, or iii., for the period that is covered by one or more such reasons, the Agency

Worker shall be deemed to be working in that role with the Hirer for the original intended duration

or likely duration of the relevant Assignment, whichever is the longer. For the avoidance of

doubt, time spent by the Temporary Worker working during an assignment before 1 October

2011 does not count for the purposes of the definition of "Qualifying Period".

"Temporary Work Agency" means as defined in Regulation 4 of the AWR being a person engaged in

the economic activity, public or private, whether or not operating for profit, and whether or not carrying on

such activity in conjunction with others, of:

(a) supplying individuals to work temporarily for and under the supervision and direction of hirers; or

(b) paying for, or receiving or forwarding payment for, the services of individuals who are supplied to

work temporarily for and under the supervision and direction of hirers. Notwithstanding

paragraph (b) of this definition a person is not a Temporary Work Agency if the person is

engaged in the economic activity of paying for, or receiving or forwarding payments for, the

services of individuals regardless of whether the individuals are supplied to work for hirers. For

the purpose of this definition, a "hirer" means a person engaged in economic activity, public or

private, whether or not operating for profit, to whom individuals are supplied, to work temporarily

for and under the supervision and direction of that person.


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Schedule 2

Transfer Fees


(a) The Transfer Fee referred to in clause 8 shall be calculated as follows: 15% of the

Remuneration payable to the Temporary Worker during the first 12 months of the Engagement

or, if the actual amount of the Remuneration is not known, the Charges multiplied by 285.

(b) The Period of Extended Hire, referred to in clause 8, before the Hirer Engages a Temporary

Worker shall be: 40 weeks.


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Schedule 3

Data Protection


1. Processing by Hirer

The Employment Business may provide and the Hirer may process Personal Data relating to potential

Temporary Workers (being the category of Data Subject) for specific or speculative job roles as part of the

recruitment process.

Where a potential Temporary Worker is submitted by the Employment Business for a specific role,

Personal Data relating to that individual shall only be retained for so long as the Temporary Worker is

being considered by or performing that particular role for the Hirer. Where a Temporary Worker is no

longer under consideration, all Personal Data relating to that individual shall be returned to the

Employment Business and/or deleted by the Hirer within 30 days.

Following the end of a period of hire, the Hirer shall only retain Personal Data relating to the Temporary

Worker for 90 days (or such longer period as it may be required by law to do so), after which, any Personal

Data shall be deleted.

The types of Personal Data that may be transferred to the Hirer pursuant to this agreement include:

 Name;

 Age/date of birth;

 Sex/gender;

 Photograph;

 Marital status;

 Contact details;

 Education details;

 Employment history;

 Emergency contacts and details of any dependants;

 Referee details;

 Immigration status (whether you need a work permit);

 Nationality/citizenship/place of birth;

 A copy driving licence and/or passport/identity card;

 Financial information;

 Social security number (or equivalent) and any other tax-related information;

 Diversity information including racial or ethnic origin, religious or other similar beliefs, and physical

or mental health, including disability-related information;

 Details of any criminal convictions (if relevant to the role);

 Details about remuneration, pensions and benefits arrangements; and

 Information on interests and needs regarding future employment.


2. Processing by the Employment Business


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PRS may collect and process certain limited data relating to the Hirer as part of the provision of the

services of an employment business to the Hirer and in order to ensure that the relationship runs smoothly.

Details of this processing can be found in the Employment Business’ Privacy Policy, a copy of which can

be found at www.prsjobs.com. Alternatively, a hard copy can be provided on request.


Signed on behalf of the agency

Name

Position

Date


Signed on behalf of the client

Name

Position

Date

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