Terms of Business

The following definitions and rules of interpretation apply in this agreement.
1.1 Definitions
Assignment: has the meaning given in clause 3 (Client’s obligations).
AWR 2010: the Agency Workers Regulations 2010 (SI 2010/93).

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Client: 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 and/or supplied.

Conduct Regulations 2003: the Conduct of Employment Agencies and Employment Business Regulations 2003 (SI 2003/3319).

Engage: the employment of a Temporary Worker or engagement directly or indirectly through any employment business other than through Rota Relief (whether for a definite or indefinite period) as a direct result of any Introduction or Assignment to the Client and the terms Engaged or Engagement shall be construed accordingly.

Extended Assignment: has the meaning given in clause 4.2.

Rota Relief: Forward Locums Limited trading as Rota Relief, incorporated and registered in England and Wales with company number 12427833 whose registered office is at Suite F15, The Business Centre, Cardiff House, Cardiff Road, Barry CF63 2AW
Indemnity: has the meaning given in clause 12.1 and Indemnified and Indemnifies shall be construed accordingly.
Introduce: the provision to the Client of information by Rota Relief which identifies the Worker and Introduction and Introduced shall be construed accordingly.
Introduction Fee: a sum equivalent to 200 times the hourly Temporary Worker Fee plus VAT.
Relevant Period: has the meaning given in regulation 10(5) and (6) of the Conduct Regulations 2003.
Temporary Worker: a Worker Introduced and supplied by Rota Relief to the Client to provide services to the Client not as an employee of the Client, who is deemed to be an agency worker for the purposes of regulation 3 of the AWR 2010.
Temporary Worker Fees: has the meaning given in clause 6.1.
Unsatisfactory Temporary Worker: has the meaning given in clause 5.2.
Valid Opt-Out: means written notification from a company Worker and the individual provided by that company Worker in accordance with regulation 32(9) of the Conduct Regulations 2003, as amended from time to time.

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
Worker: an individual worker, or a worker that is a company or other legal entity, as the case may be including any of Rota Relief’s own employees, workers or agency staff.
A reference to writing or written includes fax and email.

2.1 These terms set out the agreement between Rota Relief and the Client for the supply of Temporary Workers by Rota Relief to the Client. For the purposes of the Conduct Regulations 2003, Rota Relief acts as an employment business in relation to the supply of Temporary Workers pursuant to this agreement. By instructing Rota Relief to introduce or supply a Temporary Worker the Client is deemed to have accepted these terms of business whether or not this agreement is signed by the Client. For the purposes of this agreement the word ‘introduce’ shall be deemed to include without limitation the provision by Rota Relief directly or indirectly of any details (whether provided in writing or verbally) of a Temporary Worker to a Client.

2.2 Rota Relief shall only introduce to the Client Workers who meet the minimum criteria for the position stipulated by the Client in accordance with clause 3. Rota Relief shall introduce only Workers who have the right to work in the UK and, in particular, Rota Relief shall comply with the Immigration Asylum and Nationality Act 2006, the Immigration Act 2016 and other relevant UK legislation in respect of the employment of foreign workers.

2.3 Where a Worker is required by law or any professional body to have any qualifications, authorisations or certification to work on the Assignment, Rota Relief shall take all reasonably practicable steps to obtain proof of such relevant qualifications, authorisations or certification.

2.4 Rota Relief shall, where relevant, inform the Client whether it holds a Valid Opt-Out for each Temporary Worker whom it introduces to the Client.

3.1 When making a request for the provision of a Temporary Worker to perform certain services (Assignment), the Client will give Rota Relief details of:
(a) the date on which the Client requires the Temporary Worker to commence work and the duration, or likely duration, of the work;
(b) the position which the Client seeks to fill, including the type of work the Temporary Worker in that position would be required to do, the location at which, and the hours during which, the Temporary Worker would be required to work, and any risk to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
(c) 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 work in the position, it being the Client’s ultimate responsibility to ensure that the Temporary Worker meets those requirements;
(d) any expenses payable by or to the Worker; and
(e) any information reasonably required by Rota Relief in order for Rota Relief to fulfil its obligations under the AWR 2010.

3.2 The Client will comply with all relevant legal obligations (contractual, statutory or otherwise) relating to the treatment and protection of staff and of temporary workers which for the avoidance of doubt will be taken for the purposes of this agreement as including the rights of any Temporary Worker assigned to the Client. The Client will be responsible under this clause for any acts of its officers, employees, contractors or agents.

3.3 On becoming aware of any breach or potential breach of clause 2.2, the Client will immediately inform Rota Relief of the circumstances and take all steps required of it to investigate and mitigate the effects of that breach or potential breach.

4.1 If, following the supply of a Temporary Worker by Rota Relief to the Client within the Relevant Period, the Client Engages the Temporary Worker, the Client will on demand pay Rota Relief the Introduction Fee.

4.2 The Introduction Fee will not be payable if the Client gives written notice to Rota Relief that it intends to continue the hire of the Temporary Worker for a further period of three months (Extended Assignment) before it Engages the Temporary Worker other than through Rota Relief.

4.3 Where the Client decides (in accordance with clause 4.2) to have the Temporary Worker supplied by Rota Relief for the Extended Assignment:
(a) the Temporary Worker Fees payable by the Client during the Extended Assignment shall be those applicable immediately before Rota Relief received the Client’s notice of election;
(b) at the end of the Extended Assignment, the Client may Engage the Temporary Worker without paying the Introduction Fee; and
(c) if the Client chooses an Extended Assignment, but engages the Temporary Worker before the end of the Extended Assignment, the Introduction Fee may be charged by Rota Relief, reduced proportionately to reflect the amount of the Extended Assignment paid for by the Client.

5.1 If the Client decides that a Temporary Worker is unsuitable to perform the Assignment (an Unsatisfactory Temporary Worker), the Client shall immediately notify Rota Relief in writing of that fact giving the grounds for its dissatisfaction with the Unsatisfactory Temporary Worker.

5.2 If the Client notifies Rota Relief of an Unsatisfactory Temporary Worker in accordance with clause 5.1 and subject to Rota Relief being given a reasonable opportunity to rectify the issues highlighted:
(a) within 48 hours of the commencement of the Assignment, then the Assignment will immediately terminate and no Temporary Worker Fees shall be payable; and
(b) more than 48 hours after commencement of the Assignment, then the Assignment shall terminate at the end of the day on which the Client notified Rota Relief of the Unsatisfactory Temporary Worker, and Temporary Worker Fees shall be payable up to and including the date of such termination.

5.3 The operation of clause 5.2 will only apply to concerns with the Temporary Worker’s suitability or performance which are reasonably held and evidenced by the Client.

6.1 The Client will pay Rota Relief Temporary Worker Fees in respect of Temporary Workers as agreed by the parties in writing (Temporary Worker Fees). The Temporary Worker Fees comprise the Temporary Worker’s pay and holiday pay, and include Rota Relief’s commission and employer’s National Insurance contributions. When booking a Temporary Worker for an Assignment, Rota Relief shall advise the Client in writing of the agreed Temporary Worker Fees for that Temporary Worker. The following conditions apply to the Temporary Worker Fees:
(a) they are calculated according to the number of hours worked by the Temporary Worker (to the nearest quarter hour);
(b) the Client shall during the Assignment sign a time sheet verifying the number of hours worked by the Temporary Worker during a particular week. A signed timesheet will be conclusive evidence:
(i) that the Client is satisfied with the work done by the Temporary Worker and
(ii) that the Client will pay the charges for the hours on the timesheet in full without dispute or deduction.
Failure to sign the time sheet does not absolve the Client of its obligation to pay the Temporary Worker Fees in respect of the hours actually worked;
(c) Rota Relief shall invoice the Client weekly in arrears and invoices are payable within 7 days of receipt. No fee is incurred by the Client until the Temporary Worker has commenced the Assignment;
(d) Rota Relief shall not withhold any payment due to a Temporary Worker because of any failure by the Client to pay Rota Relief; and
(e) Rota Relief reserves the right to increase fees payable under this agreement on written notice to the Client at any time.

6.2 Where applicable, Rota Relief shall charge VAT to the Client, at the prevailing rate, after Rota Relief has provided the Client with a VAT invoice.

6.3 If the Client fails to make a payment due to Rota Relief under this agreement by the due date, then the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time.

6.4 Notwithstanding the charging of interest, Rota Relief reserves the right to withdraw the Temporary Worker from the Assignment temporarily or permanently until payment of all outstanding Fees and interest are made by the Client.

6.5 Late Cancellations (a) The Client acknowledges and agrees that any cancellation of a booked Temporary Worker within 24 hours of the agreed start time of the Assignment shall incur charges equivalent to the Temporary Worker Fees for the entire Assignment duration as initially agreed upon.

This agreement shall continue until terminated earlier in accordance with clause 7 (Default and early termination) or until either party gives to the other party 30 Business Days’ notice to terminate, or such lesser period of notice agreed between the parties in writing.

Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving the other party (the Defaulting Party) written notice if:
(a) The Defaulting Party commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within 7 days of receipt of notice in writing to do so;
(b) The Defaulting Party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(c) The Defaulting Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
(d) The Defaulting Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Defaulting Party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Defaulting Party with one or more other companies or the solvent reconstruction of that party;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed over the Defaulting Party (being a company);
(g) the holder of a qualifying floating charge over the assets of the Defaulting Party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over all or any of the assets of the Defaulting Party or a receiver is appointed over all or any of the assets of the Defaulting Party;
(i) a creditor or encumbrancer of the Defaulting Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Defaulting Party’s assets and such attachment or process is not discharged within 14 days;
(j) any event occurs, or proceeding is taken, with respect to the Defaulting Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8(c) to clause 8(i) (inclusive); or
(k) The Defaulting Party suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business.

9.1 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

9.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

Neither party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

11.1 The Client shall indemnify Rota Relief and any successor to Rota Relief, and to the extent required from time to time by Rota Relief (or any such successor), its officers, agents and employees, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) (Indemnify) suffered or incurred by Rota Relief or any successor to Rota Relief arising out of or in connection with the Client’s negligence, misrepresentation or the breach of any obligation to be performed by the Client under this agreement.

11.2 Rota Relief shall be responsible for deduction and payment of all tax, National Insurance contributions and other levies in respect of persons employed by Rota Relief as Temporary

11.3 The Client shall at all times comply with its obligations under the AWR 2010, including providing any Temporary Workers with access to collective facilities and amenities and employment opportunities subject to and in accordance with regulations 12 and 13 of the AWR 2010.

11.4 The Client shall Indemnify Rota Relief against any liability, cost, claim, award or any other expense incurred by Rota Relief arising out of a breach or alleged breach by the Client, its subcontractors or any other intermediaries, of the AWR 2010 save to the extent that Rota Relief is, in accordance with the AWR 2010, liable for the same.

11.5 If either party receives an allegation that there has been a breach of the AWR 2010 in relation to the supply of a Temporary Worker to the Client by Rota Relief (whether that allegation has been made as a request for information under regulation 16 of the AWR 2010 or otherwise), it shall provide a copy of that allegation to the other party within seven days of receipt. The parties shall co-operate with each other in responding to that allegation, which shall include supplying any information which may be reasonably requested by the other party, and complying with any reasonable requests in relation to the contents of any response.

11.6 During the term of this agreement (and for a period of 12 months thereafter), the Client shall maintain in force, with a reputable insurance company, professional indemnity insurance in an amount not less than £3 million and shall on the Client’s request, produce both the insurance certificate giving details of the cover and the receipt for the current year’s premium.

11.7 The provisions of this clause 11 shall survive termination of this agreement.

12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 12.2.

12.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

14.1 The Client warrants that it does, and it shall comply with all relevant statutes, laws, regulations and codes of practice from time to time in force.

14.2 Each party warrants that it has full capacity and authority to enter into and perform this agreement.

Neither party shall, either on its own account or in partnership or association with any person, firm, company or organisation, or otherwise and whether directly or indirectly during, or for a period of six months from, the end of the term of this agreement, solicit or entice away or attempt to entice away or authorise the taking of such action by any other person of the other party who has worked on the services provided under this agreement at any time during the term of this agreement other than by means of a national advertising campaign open to all-comers and not specifically targeted at that individual.

Neither party shall assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party.

17.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

17.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Save as otherwise expressly stated, no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

19.4 Nothing in this clause shall limit or exclude any liability for fraud.

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement, other than payment, if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party.

21.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

21.2 If any provision or part-provision of this agreement is deemed deleted under clause 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

23.1 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting [or at the time recorded by the delivery service]; and
(c) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this context, business hours means 9.00am to 5.30pm Monday to Friday on a day that is not a public holiday in the place of receipt.

23.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation