The following terms and conditions ("Terms") apply to your use of the Be Rota website ("Be Rota Platform") which is owned and maintained by Be Rota Limited ("Be Rota"; "we" or "us") , and the introductory services available from Be Rota via the Be Rota Platform (the "Be Rota Service"). Users are referred to in these Terms as "you"/"your". Please read these Terms carefully. By using the Be Rota Platform and/or using the Be Rota Service you agree that you have read, understood and agree to these Terms (each as amended from time to time). If you do not agree to these Terms you must not use the Be Rota Platform or use the Be Rota Service.
Be Rota is a limited company registered in England and Wales (Company No. 09772134) whose registered office is Devonshire House, 60 Goswell Road, London, EC1M 7AD.
Should you have any questions about these Terms or wish to contact Be Rota for any reason whatsoever, please contact Be Rota by email at email@example.com.
Description of Be Rota Service
The Be Rota Platform and the Be Rota Service is an online communications platform via which users can post and search assignment opportunities. Users will comprise Suppliers (such as personal service companies) and individuals prospectively or actually providing temporary labour services ("Temporary Workers") to persons seeking services from Temporary Workers ("Clients").
Be Rota is, when providing the Be Rota Service, acting as an employment business. Be Rota provides a platform through which Temporary Workers and Clients can connect with each other and where Clients can post assignment opportunities and search for and evaluate assignment candidates, and where candidates can post individual profiles and search for and evaluate assignment opportunities. Be Rota shall match the Temporary Workers to Assignments, according to suitability and then provides the Services of these Temporary Workers to the Client (acting as a contractual intermediary between Clients and Temporary Workers).
In particular, for the purposes of the Conduct of Employment Agencies and Employment Business Regulations 2003 (the "Regulations"), Be Rota is an employment business and supplies work-seekers to hirers. It is recommended that, if you are a Temporary Worker or prospective Temporary Worker, you undertake the steps set out in the Regulations to ensure your suitability for the role advertised by a Client These could include:
checking the identity of the Client and the nature of its business, the commencement date and duration of the position, the position to be filled including type of work, location, hours and risks to health and safety, experience, training, qualifications and authorisation which the Client considers necessary or are required by law or otherwise to undertake the position or whether there are any requirements imposed by law or otherwise for you to satisfy before taking up a position.
The Client has the obligation to pay Be Rota for the Temporary Worker services.
To enjoy the Be Rota Service you must register an account through the Be Rota Platform ("User Account") and in doing so you agree to be bound by these Terms, which shall govern your use of the Be Rota Service.
You are only eligible to register a User Account if, and by registering and creating a User Account you confirm that, you are over 18 years old, you are resident in the United Kingdom, and all information that you use to register is accurate and current. It is your responsibility to keep all your information up to date.
On registering with us to use the Be Rota Service, you will be issued with a user name and password which must be used in order to access the Be Rota Service. The user name and password are personal to you and are not transferable.
In order to use the Be Rota Service you must populate the member profile. You warrant and represent that all information provided on registration and contained in the member profile is, and continues to be, accurate and not misleading.
Your user name and password are the methods used by us to identify you and so are very important. You are responsible for all information posted on the Be Rota Platform by anyone using your user name and password. Any breach of security of a user name and password should be notified to us immediately.
You may not adapt or circumvent the systems in place in connection with the Be Rota Platform, nor access the Be Rota Service other than through normal operations.
Use of Be Rota Service
The Client takes responsibility for any information or comment (by way of free text or otherwise) that the Client enters into the Be Rota Platform and/or assignment details provided relating to any assignment. Accordingly any claims or disputes that arise from any such information or comment are the Client's sole responsibility.
The Be Rota Service may only be used by individuals (and suppliers of individuals) seeking assignments as Temporary Workers and by Clients seeking the same.
Your use of the Be Rota Service is subject to any other contracts that you may have with Be Rota. If there is any other conflict or inconsistency between these Terms and the other contract(s) you have with Be Rota the terms of your other contracts shall take precedence.
You agree to use the Be Rota Platform and the Be Rota Service only for lawful purposes and in a way which does not infringe the rights of anyone else or restrict or inhibit anyone else's use of the Be Rota Service.
You are permitted to download and print content from the Be Rota Platform solely for your personal use. Be Rota Platform content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any reason without Be Rota's express written permission. You are not entitled to use the content of the Be Rota Platform for commercial exploitation in any circumstances, save for the purposes of assignments you receive through us.
By using the Be Rota Platform and/or the Be Rota Service, you agree not to:
use the Be Rota Platform, the Be Rota Service, or any information contained therein in any way that is abusive, threatening, obscene, defamatory, libellous, or racially, sexually, religiously, or otherwise unlawfully discriminatory, objectionable or offensive (including in relation to discrimination laws relating to disability, sex, sexual orientation, race, age, religion or otherwise);
use the Be Rota Service for any unlawful purpose or for the promotion of illegal activities;
attempt to, or harass, abuse or harm another person or group;
use another person's User Account without permission;
provide false or inaccurate information when registering a User Account, using the Be Rota Service or communicating with other users;
post any assignment where there is a risk to the health and safety of any Temporary Worker;
except where allowed by applicable law, post jobs which require the Temporary Worker to provide information relating to his/her: (i) racial or ethnic origin, (ii) political beliefs, (iii) philosophical or religious beliefs, (iv) membership of a trade union, (v) physical or mental health, (vi) sexual life, (vii) the commission of criminal offences or proceedings, or (vii) age;
attempt to re-register with the Be Rota Service if we have terminated your User Account for any reason;
interfere or attempt to interfere with the proper functioning of the Be Rota Service;
make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
bypass any measures we take to restrict access to the Be Rota Service or use any software, technology, or device to scrape, spider, or crawl the Be Rota Service or harvest or manipulate data;
use the communication systems provided by or contacts through the Be Rota Service for any commercial solicitation purposes; or
publish or link to malicious content intended to damage or disrupt another user’s browser or computer.
You are responsible for any content, messages, reviews, feedback or profiles ("User Content") that you submit post or display on the Be Rota Platform, or transmit to other users of the Be Rota Service. You will not provide inaccurate, misleading, defamatory or false information onto the Be Rota Platform or to any other user of the Be Rota Service, and all opinions stated as part of User Content must be genuinely held. You represent and warrant to us that you have the right and authority to post all information you post about yourself or others on the Be Rota Platform.
By submitting, posting or displaying User Content on the Be Rota Platform, you grant Be Rota a worldwide, non-exclusive, irrevocable, perpetual, royalty-free license to reproduce, adapt, distribute and publish such User Content through the Be Rota Service. Be Rota reserves the right to refuse to accept, post, display or transmit any User Content in its sole discretion and shall comply with Data Protection Laws in relation to sensitive and personal information.
Be Rota may review and remove any User Content that, in its sole opinion, violates these Terms, violates applicable laws, rules or regulations, is abusive, disruptive, offensive or illegal, or violates the rights of, or harms or threatens the safety of, other users of the Be Rota Service. Be Rota reserves the right to prevent further access to the Be Rota Service for violating the Terms or applicable laws, rules or regulations.
Be Rota does not represent or guarantee the truthfulness, accuracy, or reliability of User Content, derivative works from User Content, or any other communications posted by users of the Be Rota Service nor does Be Rota endorse any opinions expressed by users of the Be Rota Service.
Assignment requests and contract creation (relating to each assignment)
Be Rota will post available assignments on the Be Rota Platform from Clients, and Temporary Workers can request these assignments on the Be Rota Platform. You are solely responsible for your assignment requests on the Be Rota Platform.
You agree that each assignment request shall not contain inaccurate, false, or misleading information. Be Rota reserves the right to remove any assignment requests or content from the Be Rota Platform which, in Be Rota's opinion, does not comply with these Terms or if any of the content is not in the best interests of Be Rota.
You agree that a contract relating to an assignment will be deemed to have been entered into by you with Be Rota on the terms (in the case of a Temporary Worker) set out in [insert link to TW terms] or on the terms (in the case of a Client) set out in [insert link to Client terms] when a Temporary Worker indicates or has indicated via the Be Rota Platform (in such fashion as is from time to time specified on the Be Rota Platform) that he/she will undertake the relevant engagement for the Client, and Be Rota indicates, or has indicated, via the Be Rota Platform that it will engage the Temporary Worker for that assignment.
Temporary Worker checks
By registering a User Account to use the Be Rota Service as a Temporary Worker you consent to Be Rota's use of your information, including the passing of it onto third parties, so that so far as reasonably possible the accuracy of the information can be checked by or for Clients ("Temporary Worker Checks"). Be Rota will not seek your further consent prior to any person carrying out the Temporary Worker Checks and you acknowledge that certain sensitive information may be included in the Temporary Worker Checks. The information which Be Rota will collect is set out below:
Temporary Worker Check
How information is collected from Temporary Worker
Experience and qualifications
Temporary Worker provides details when filling in the online application form.
Temporary Worker provides details when filling in the online application form.
Passport / ID/ Work Permit
Temporary Worker brings the original document to the first interview with Be Rota and then Be Rota uploads the scans onto the User Account.
Be Rota does not guarantee the accuracy to Clients of any information and the Client may request further verification from the Temporary Worker regarding this information or the Temporary Worker Checks.
Any additional checks the Client requires can be requested via the Be Rota Platform. These will be notified to the Temporary Worker if and when they are requested.
While Be Rota reserves the right in its sole discretion to remove User Content, assignment postings, CVs or other material from the Be Rota Platform from time to time, Be Rota does not assume any obligation to do so and to the fullest extent permitted by law, excludes any liability for failing to take any such action.
You agree that the Be Rota Service is provided without warranty and we do not warrant or represent that the Be Rota Service will meet your requirements or that its operation will be uninterrupted or error free. We do not make any warranty as to the accuracy or reliability of any information obtained through the Be Rota Service.
The Be Rota Platform may contain links to other websites. We accept no responsibility or liability for any material supplied or contained on any third party website which is linked from or to the Be Rota Platform, or any use of personal data by such third party or any use by any person of any services provided by any such third party.
We shall only be liable to you for loss or damage caused directly and reasonably foreseeable by our breach of these Terms and our liability in these circumstances is limited as set out below.
In no event shall we, persons who act on our behalf, and/or persons we enter into contracts with be liable for any of the following types of loss or damage arising under or in relation to these Terms (whether in contract, tort (including, without limitation, negligence) or otherwise):
any loss of profits, goodwill, business, contracts, revenue or anticipated savings even if we are advised of the possibility of such loss of profits, goodwill, business, contracts, revenue or anticipated savings;
any loss or corruption of data; or
any loss or damage whatsoever which does not stem directly from, or which results only as a consequence of, any loss or damage caused by our breach of these Terms.
Notwithstanding the above, our total liability (whether in contract, tort, negligence or otherwise) to you, for any loss or damage shall, be limited to £1 million.
Nothing in these Terms shall exclude or limit our liability in respect of death or personal injury caused by negligence or fraud (including fraudulent misrepresentation) or any other liability which cannot by law be limited or excluded.
You agree to indemnify, defend and hold harmless Be Rota and its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers and employees from and against any and all claims, losses, expenses or demands of liability, including reasonable legal fees and costs incurred by Be Rota in connection with any claim by a third party (including an intellectual property claim) arising out of: (i) the materials and content you submit, post or transmit through the Be Rota Platform, or (ii) your use of the Be Rota Platform or the Be Rota Service in violation of these Terms or in violation of any applicable law.
Be Rota reserves the right, at its sole discretion, to immediately terminate your access to all or part of the Be Rota Platform and the Be Rota Service, to remove your User Account and/or any User Content posted by or about you, from the Be Rota Platform, and/or to terminate your registration with the Be Rota Service, with or without notice if Be Rota determines that you are not eligible to use the Be Rota Services or if you have violated any of these Terms.
Be Rota reserves the right, at its reasonable discretion, to apply procedures to detect and prevent breaches of these Terms or to monitor use of the Be Rota Service generally. These Terms will remain in full force and effect while you are a user of the Be Rota Platform or a registered user of the Be Rota Service. Be Rota reserves the right to close your User Account and terminate these Terms with you at any time by providing you with thirty (30) days’ notice if Be Rota ceases to provide the Be Rota Service in the United Kingdom. Be Rota reserves the right to close your User Account and terminate these Terms with you at any time after a significant duration of inactivity. If Be Rota terminates your User Account because of a breach by you of these Terms, you agree that you will not seek to register with the Be Rota Service again, whether using the same or a different identity to that under which you were originally registered.
Changes to these Terms
These Terms may be amended by us at our discretion from time to time and the latest version will always be available on the Be Rota Platform. Any new version of these Terms shall take effect, and will govern the Be Rota Service and your relationship with us: (i) immediately upon the date of posting on the Be Rota Platform where the changes to these Terms relate to a new feature/service or non-material changes, which (in either case) do not reduce your rights or increase your liability to us; or (ii) no less than thirty (30) days after the date of posting on the Be Rota Platform where the changes to these Terms potentially reduce your rights or potentially increase your liability to us. Please make sure you check for updates to these Terms each time you use the Be Rota Service.
If any of the terms and conditions in these Terms are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the rest of these terms and conditions shall remain in full force and effect.
Only you and Be Rota Platform shall be entitled to enforce these Terms. No third party shall be entitled to enforce any of these terms and conditions, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
These Terms set out the entire agreement between you and us with respect to your use of the Be Rota Service and supersedes any and all representations, communications and prior agreements (written or oral) made by you.
These Terms are governed by the law of England and Wales. In the event of any matter or dispute arising out of or in connection with these Terms, you and we shall submit to the exclusive jurisdiction of the courts of England and Wales.
Be Rota Limited (Company No. 09772134) a company incorporated in England and Wales whose registered office is (Devonshire House, 60 Goswell Road, London, EC1M 7AD (the "Company"); and
It is agreed that the Temporary Worker shall provide the Services for the Client in accordance with the terms of this Agreement which is a contract for services.
Definitions and interpretation
In this Agreement, unless the context otherwise requires, the following definitions shall apply:
"Agreement" means the agreement between the Company and the Temporary Worker comprising the terms set out in this document including the Assignment Schedule.
"Application Documents" means any documentation, application form or other written information provided by the Temporary Worker to the Company about the experience, training, qualifications, authorisations and general suitability of the Temporary Worker for performing the Services.
"Assignment" means the assignment as detailed in the Assignment Schedule.
"Assignment Schedule" means the schedule to this Agreement confirming the details of the assignment in respect of which the Temporary Worker's services engaged including any such details relevant to the Assignment on the Be Rota Platform.
"AWR" means the Agency Workers Regulations 2010
"Be Rota Platform" means the [Be Rota to insert].
"Business Day" means any day (other than Saturday or Sunday) on which clearing banks are open for business in London.
"Check In/Check Out" means any system (as may be further detailed on the Be Rota Platform) that allows the Temporary Worker to record the hours worked by the Temporary Worker upon entry and exit from the Assignment.
"Client" means the Client named in the Assignment Schedule.
"Client's Group" means the Client, any body corporate of which the Client is a subsidiary (as defined in section 1159 of the Companies Act 2006), any other subsidiary of such body corporate and any subsidiary of the Client.
"Client's Systems" means Systems made available by the Client to the Temporary Worker for use in relation to the Services.
"Company's Group" means the Company, any body corporate of which the Company is a subsidiary (as defined in section 1159 of the Companies Act 2006), any other subsidiary of such body corporate and any subsidiary of the Company.
"Conduct Regulations" means the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
"Data Protection Laws" means the Data Protection Act 1998, any applicable statutory or regulatory provisions and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data.
"Force Majeure" means any cause preventing a party from performing any or all of its obligations under this Agreement which is beyond the reasonable control of the party so affected.
"Be Rota Platform" means such secure and confidential platform that Be Rota from time to time operates for Clients and Temporary Workers in connection with the Services.
"Good Industry Practice" means the exercise of the skill, diligence, prudence, foresight and judgment which would be expected from a suitably skilled and experienced person engaged in the same type of work under the same or similar circumstances, applying the best standards currently generally applied in the relevant industry.
"Losses" means any demand, contribution, claim, action, proceeding, liability, loss, damage, costs, expenses, tax, national insurance contributions (to the extent permitted by law) and charges and any related penalties, fines or interest whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred (including without limitation all losses, liabilities and costs incurred as a result of defending or settling any claims)."Systems" means telecommunications systems, IT systems and security systems.
"Work Results" means any item of work carried out and delivered pursuant to this Agreement as part of or arising out of the Services.
Each term starting with a capital letter and not defined in clause 1.1 or elsewhere in this Agreement is as defined in the Assignment Schedule.
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 this Agreement) and all subordinate legislation made (before or after this Agreement) under it from time to time.
Where the context permits, words denoting:
persons shall include bodies corporate and unincorporated associations of persons;
the singular shall include the plural and vice versa; and
one gender shall include any gender.
The Temporary Worker acknowledges and agrees that the terms of this Agreement shall apply on or before the Start Date and for the term of the Assignment. In the event of any conflict or inconsistency between the Assignment Schedule and the terms in this main agreement the terms of the Assignment Schedule shall take precedence.
Where the Services are, at the request of the Company or the Client, performed wholly or in material part at the premises and/or for the benefit of an End User then all references in this Agreement to the "Client" shall be deemed to include such End User, provided that this clause 1.6 shall be severable and shall not apply to the extent that it would otherwise render any provision of this Agreement void or unenforceable.
Temporary Worker's obligations
The Temporary Worker shall:
throughout the term of the Assignment supply the Services in accordance with Good Industry Practice at all times taking responsibility for the way in which the Services are performed;
deliver completed timesheets (in a form approved by the Company as set out on the Be Rota Platform or alternatively via the Check-In/Check-Out mechanism) weekly to an authorised representative of the Client for signing or electronic approval and return the same to the Company; and the Temporary Worker:
shall contact the Company immediately if it envisages or is experiencing any problems which may delay or have delayed the delivery of timesheets to the Client in accordance with this clause 2.1(b);
acknowledges that failure by the Temporary Worker to deliver and return any timesheet or Check In/Check Out may delay payment to the Temporary Worker while the Company makes enquiries to verify the hours worked;
acknowledges that the Company invests time and resource in obtaining appropriately authorised timesheets from the Client and accordingly the Company reserves the right to withhold 10% of the amount claimed by the Temporary Worker in respect of the hours recorded/not recorded by him in the timesheet or in respect of hours where the Temporary Worker failed to Check In/Check Out for the relevant period until such time as a complete and accurate timesheet/reflection of hours worked is provided by the Temporary Worker and approved by the Client;
agrees that failure by the Temporary Worker to deliver and return any timesheet or failure by the Temporary Worker to Check In/Check Out shall constitute a breach of this Agreement entitling the Company to terminate the Agreement and claim damages against the Temporary Worker for any Losses suffered or incurred by the Company; and
confirms that, by signing this Agreement, the Temporary Worker is aware that it could be a criminal offence to falsify any timesheet or falsely Check In/Check Out, for example by claiming that the Services were supplied for hours for which they were not in fact supplied;
provide the Services from the Start Date until the End Date during the hours set out in the Assignment Schedule;
comply with all health and safety, site and security regulations applicable at the Location(s) to the extent that they apply to the type of work required for the provision of the Services;
comply with all the Client's regulations, policies and protocols as notified by the Client, (including any policies in relation to searches of the Temporary Worker and their property), and/or the Company from time to time except where such regulations and policies relate solely to employees of the Client;
comply with the Client's IT security policies and protocols when accessing or using the Client's Systems (which it may only do with the consent of the Client);
not engage in any conduct detrimental to the interests of the Company or the Client, including, without limitation, any conduct likely to bring the Company or the Client into disrepute;
supply to the Company copies of any relevant qualifications or authorisations that the Temporary Worker is required by the Client of by law or any professional body to have in order to provide the Services to the Client; and
indemnify the Company against all Losses incurred by the Company arising out of any wilful, negligent, wrongful or fraudulent act or omission of the Temporary Worker.
Payment of fees
Subject to clause 2.1 and subject to the Temporary Worker performing the Services in accordance with this Agreement, the Company shall pay the Temporary Worker fees calculated on the basis of the Payment Rates as set out in the Assignment Schedule, (the "Fees") by BACS transfer in arrears fortnightly, 1 week in arrears.
The Temporary Worker shall only be entitled to receive Fees based on Payment Rates other than the Normal Rate where the Client has authorised the relevant work to be done at such rates.
The Company will (as required by law) deduct income tax, National Insurance contributions and social security levies (if any) from the Fees and will remit such sums to the appropriate authorities.
The fee is inclusive of all fees, bonuses, commission, holiday pay or other emoluments referable to the Assignment, whether payable under contract or otherwise, but excluding those payments or rewards as listed in Regulation 6(3) of the AWR.
When breaking down how the Temporary Worker receives its Fee, the Company may be required to not only ensure that the overall Fee that the Temporary Worker receives is not less than a "comparable employee" within the meaning of Regulation 5(4) of the AWR (including any individual working for and under the supervision and direction of the Client and engaged in the same or broadly similar work as the relevant Temporary Worker having regard, where necessary, to whether they have the same level of qualification and skills ("Deemed Comparator")), but also that each individual component of Pay (as defined under the AWR) that the Temporary Worker receives is no less than what a Deemed Comparator receives.
Whilst the Company is confident that the Temporary Worker's Fee covers aggregate pay at a rate that is higher than a Deemed Comparator's aggregate pay, it may not always be clear to the Company how each individual component is paid to the Comparator. However, where it becomes apparent that employment tribunals take the view that each individual component of Pay is to be treated separately and/or the company receives detailed information from the Client or any other person about the individual components of Pay then the Company shall be entitled at any time to reissue the Temporary Worker's payslip, detailing and separating out how much of each component of Pay is paid to the Temporary Worker.
Where the Temporary Worker is entitled to a performance related bonus, the Temporary Worker will comply with any requirements of the Company or the Client relating to the assessment of the Temporary Worker's performance for the purpose of determining entitlement to such bonus and the amount of any such bonus. If the Temporary Worker satisfies the relevant assessment criteria, the Company will pay the Temporary Worker the bonus less any deductions that the Company is required to make by law [on a conditional accelerated benefits basis and will therefore be rolled up within the Temporary Workers weekly pay.]
From time to time, a Deemed Comparator may receive bonuses which fall outside of the AWR's scope. However, the Company's position is that, where this is the case, these bonuses, although they may not be performance related bonuses, or may not relate to the type of work the Temporary Worker does, or the period of time that the Temporary Worker has worked for (and therefore do not fall under the AWR) will be paid on contingent basis to the Temporary Worker as if the Temporary Worker was entitled to them. They will be provided to the Temporary Worker on a conditional accelerated benefits basis and will therefore be rolled up within weekly pay.
The Temporary Worker's right to receive any such bonus (to which it is not entitled to under the AWR) remains conditional (in accordance with clause [3.6] below for a period of three months from the final date of the Temporary Worker's Assignment.
Pursuant to Clause [3.8] above, if the Temporary Worker brings a future equal pay claim under the AWR, the Company reserves the right to review whether the Temporary Worker was entitled to any bonuses under the AWR that it has received during the course of its Assignment. Where the Company finds that the Temporary Worker was not entitled to a bonus, the Company reserves the right to either claim the bonus back from the Temporary Worker or set-off the amount of the bonus against any sums the Company may be liable to pay the Temporary Worker in relation to any equal pay claims (to be decided at the sole discretion of the Company).
The Temporary Worker shall pay, either by deduction from the Fees or any other method acceptable to the Company, for:
any Losses sustained in relation to the property or monies of the Company, the Client, or customer, visitor or employee of the Company or the Client, during the course of the Assignment caused through the Temporary Worker's carelessness, negligence, recklessness or through the Temporary Worker's breach of the Client's rules or any dishonesty on the Temporary Worker's part;
any amounts of remuneration, expenses or any other payments which are overpaid to the Temporary Worker whether made by mistake or through any misrepresentation or otherwise;
(on termination of the Assignment) any holiday pay paid to the Temporary Worker in respect of holiday granted in excess of the Temporary Worker's accrued entitlement; and
any other sums owed to the Company by the Temporary Worker, including, but not limited to, outstanding loans or advances, or relocation expenses.
The Company shall be entitled to set off against any sum it may be liable to pay the Temporary Worker any sums the Temporary Worker may be or become liable to pay the Company in connection with this Agreement, including, for the avoidance of doubt, any sums payable by the Temporary Worker to the Company under clause 3.11.
Subject to the terms of this Agreement, the Company undertakes to pay monies due to the Temporary Worker in respect of the Services carried out by the Temporary Worker under this Agreement whether or not the Company has received a corresponding payment from the Client in respect of such Services.
Unless otherwise agreed in writing, the Temporary Worker shall not be entitled to claim from the Company (or the Client) any expenses incurred in connection with the performance of the Services.
The Temporary Worker is expected to comply with any reasonable request of the Client to work hours over and above the Normal Working Hours set out in the Assignment Schedule subject to the requirements of the Working Time Regulations 1998 regarding daily and weekly breaks.
The Temporary Worker agrees that for the term of this Agreement the 48-hour limit on average weekly working time under the Working Time Regulations 1998 shall not apply, save that the Temporary Worker shall be entitled to withdraw such agreement on one months' written notice to the Company.
The Temporary Worker will be entitled to accrue, on a pro rata basis, 28 days of paid annual leave per holiday year. Payments for annual leave will be calculated on the basis of the Normal Rate.
On completion of 12 continuous calendar weeks, the Temporary Worker may be entitled to paid and/or unpaid annual leave in addition to the Temporary Workers entitlement under clause 5.1. In those circumstances, the Company will inform the Temporary Worker of any such entitlement, the date from which such entitlement will commence and how payment for such entitlement accrues.
The Temporary Worker shall endeavour to co-operate with the Client's requirements at all times. Holiday may only be taken on written notice by the Temporary Worker to the Company of at least twice the intended length of the holiday and with the Client's prior approval. The Temporary Worker must record all authorised holiday in the relevant timesheet.
Bank holidays and public holidays are working days and the Temporary Worker will normally be expected to work on these days although the Temporary Worker may book and take them as part of their annual leave. Such days not worked will be unpaid unless taken as paid annual leave using the entitlement set out in clause 5.1.
For the purposes of this Agreement, the holiday year will be the 12 month period commencing on the 1st April (and, if applicable, each subsequent 12 month period). All entitlement to leave must be taken during the course of the holiday year in which it accrues and none may be carried over into the next holiday year. The Company is not required by law to make any payment in lieu of unused holiday at the end of the holiday year.
Sickness and other absence
The Temporary Worker shall not be entitled to any contractual payment from the Company for absence due to sickness or any other reason (save for holiday absence in accordance with clause 5). This shall not affect any entitlement the Temporary Worker may have to receive statutory sick pay.
If the Temporary Worker is unable to provide the Services to the Client by reason of sickness, injury, emergency or bereavement on any day when due or expected to provide the Services to the Client, the Temporary Worker shall notify both an appropriate representative of the Company by 9.30am that day or 2 hours before the Start Date (or as soon as practicable thereafter) stating the reason for absence.
Temporary Worker's status
The parties acknowledge that the Temporary Worker is not the employee, agent, partner or servant of the Company (or the Client) and accordingly:
this Agreement is not an exclusive arrangement and (subject to clause 2.1(g)) nothing in this Agreement shall prevent the Temporary Worker from engaging in other services for any third party;
the Company is not obliged to put the Temporary Worker forward for consideration by the Client for the provision of services nor is the Temporary Worker obliged to provide services to the Client beyond the termination or expiry of this Agreement;
the Temporary Worker shall comply with all legal and fiscal obligations of the country in which the Services are performed including but not limited to the Working Time Regulations 1998 or local equivalent (if applicable) and any requirement to register residency;
the Temporary Worker shall comply with the provisions of the Immigration, Asylum and Nationality Act 2006 (the "Act") in all relevant respects and, if it is subject to immigration control for the purposes of such Act, the Temporary Worker warrants that he is not (in relation to such leave) subject to any conditions which may preclude or have an adverse effect on the provision of the Services; and
the Temporary Worker shall indemnify the Company (or, as the case may be, the Client) from and against any Losses which the Company (or, as the case may be, the Client): may suffer or incur as a result of the failure of the Temporary Worker to comply with any of the representations, warranties and/or undertakings in this clause 7; and/or would not have suffered or incurred but for:
the Temporary Worker claiming to be; and/or
some official, public body or authority for any purpose regarding the Temporary Worker as,
an employee of the Company (or, as the case may be, the Client) or otherwise entitled to any rights or benefits that employees enjoy.
Confidentiality and Intellectual Property
The Temporary Worker shall:
keep confidential all information relating to the Company's, the Client's or any other Company client's business and affairs (including, for the avoidance of doubt, Payment Rates) ("Confidential Information") which may become known to it in connection with the supply of the Services or this Agreement;
not use any Confidential Information except for the purposes of performing the Services;
without delay enter into any and all assignments of intellectual property rights (relating to the Work Results) or confidentiality undertakings that the Company or the Client may require it to enter into;
not without the Client's express written permission remove from the Client's premises any material containing any Confidential Information; and
on request, return to the Company (or any other entity as the Company may direct) all material in its possession or control and belonging to the Client or the Company and/or containing Confidential Information.
The Temporary Worker hereby assigns to the Company (or the Company's Nominee) all present and future intellectual property rights in or relating to the Work Results including, without limitation, the right to sue for past infringements.
The Temporary Worker shall from time to time do all such acts and things and sign all such documents (without cost to the Company or the Client) at the request of the Company as may be necessary to perfect the assignments referred to in clause 8.1(c).
This Agreement shall automatically expire at close of business on the End Date save that if the Assignment has not been completed by the End Date and the Client has confirmed to the Company that it wishes to extend the Assignment expiry shall be upon the date of actual completion of the Assignment as notified by the Client to the Company.
This Agreement may be terminated prior to the End Date by the Company by notice with immediate effect (or, for the purpose of clause 9.2(i)(i) only, by the same period of notice as the Company receives from the Client, less one day) if:
the Temporary Worker fails to attend the Location to provide the Service;
the Temporary Worker fails to return completed signed timesheets in accordance with the provisions of clause 2.1(b);
the Company becomes unable to commence, continue or completely perform its obligations under this Agreement by reason of Force Majeure affecting the Company and/or the Client and which is not within the respective control of the Company or the Client;
the Temporary Worker has in relation to this Agreement committed an act or omission of dishonesty, incompetence or negligence; or is convicted of any indictable criminal offence (other than, where the Services do not require the Temporary Worker to drive, a road traffic offence for which a penalty of imprisonment is not imposed); or becomes bankrupt, applies for, or has made against him, a receiving order or makes any composition with his creditors;
the Company receives or obtains information which gives the Company reasonable grounds to believe that the Temporary Worker is unsuitable to provide services for the Client; or, if the information indicates that the Temporary Worker may be unsuitable, that the Company has reasonable grounds to believe that the Temporary Worker is unsuitable after the Company has made such enquiries as are reasonably practicable as to such suitability;
the Temporary Worker fails to provide to the Company any information requested by the Company on or prior to the Start Date;
the Company has reason to believe that the Client will not meet its payment obligations;
the Temporary Worker is asked to undertake work for which he is not suitably qualified;
for any reason the Client:
terminates its corresponding agreement with the Company; or
cancels its requirement for the Services prior to the Start Date, in relation to the provision of the Services by the Temporary Worker, and, for the avoidance of doubt, the Company shall incur no liability for Losses in connection with any such termination.
This Agreement may be terminated prior to the End Date by the Company by notice of the Company's Notice Period or (if applicable) by the Temporary Worker by notice of the Temporary Worker Notice Period.
Termination or expiry of this Agreement shall be without prejudice to the rights of the Company and/or the Client arising directly or indirectly out of the acts and/or omissions of the Temporary Worker prior to, in connection with or as a result of such termination or expiry.
Without prejudice to clause 9.2 the Temporary Worker shall indemnify the Company from and against any Losses for which the Company may be liable under the terms of its contract(s) with the Client and which arise as a direct or indirect result of the negligence of or breach of this Agreement by the Temporary Worker.
Details and identity of Temporary Worker
The Temporary Worker warrants:
the correctness of the information supplied to the Company in any Application Documents;
that the Temporary Worker has the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law or by any professional body for the Temporary Worker to possess in order to perform the Services; and the Temporary Worker shall, at the request of the Company, provide confirmation of its identity and written references and co-operate in any checks in relation to experience, training, qualifications and authorisations relevant to the performance of the Services;
that the Temporary Worker has no criminal convictions which would reasonably affect the Company's and/or the Client's decision to allow the Temporary Worker access to the Location(s), the Client's Systems or to provide the Services;
that the Temporary Worker is willing (or would be so willing if it were an individual) to work in the position the Client seeks to fill (to the extent that it is accurate to describe the provision of the Services under this Agreement as "working in a position"); and
that the Temporary Worker is not prevented by any other agreement or arrangement or any restriction (including, without limitation, a restriction in favour of any employment agency, employment business, or client) from fulfilling in full their respective obligations under this Agreement.
The Company reserves the right to carry out, or instruct a third party to carry out, electronic identity checking procedures, to verify the identity of the Temporary Worker.
The Temporary Worker consents to the Company, or any third party instructed by the Company, carrying out the identity checks as set out in clause 10.2. For the avoidance of doubt, the electronic identity checking procedure is not a credit reference check and as such, will not affect the credit rating of the Temporary Worker.
The Temporary Worker consents to the Company, or any third party instructed by the Company, carrying out photographs of temporary worker and utilising these in marketing material.
The Temporary Worker warrants that:
in relation to this Agreement, it shall comply strictly with all provisions applicable to it under the Data Protection Laws; and
shall not do or permit anything to be done which might cause the Company or the Client to breach any Data Protection laws.
The Temporary Worker consents to the Company and the Client:
processing the Temporary Worker's personal data for purposes connected with the provision or otherwise in contemplation of providing the Services, such as the collation of reviews on the Temporary Worker, contract administration and the payment of the Temporary Worker; and for any purposes connected with the performance of this Agreement; and
exporting and/or processing the Temporary Worker's personal data in jurisdictions outside the European Economic Area for purposes connected with the performance of this Agreement.