SUNDRY RECRUITMENT TERMS AND CONDITIONS

1. SUNDRY RECRUITMENT'S OBLIGATIONS

1.1 Throughout the term of this Agreement, Sundry Recruitment shall pay the Consultancy the Minimum Rate in respect of the provision of the Consultancy Services.

1.2 Sundry Recruitment will endeavour to obtain suitable Assignments for the Consultancy to perform the agreed Type of Work.

1.3 Sundry Recruitment shall provide the Consultancy with the following information:

• 1.3.1 The identity of the Client, and if applicable the nature of their business;
• 1.3.2 The date the Assignment is to commence and the duration or likely duration of the work;
• 1.3.3 The type of work, location, and hours during which the Consultancy would be required to work;
• 1.3.4 The Consultancy Fees that will be paid and any expenses payable by or to the Consultancy;
• 1.3.5 Any risks to health and safety known to the Client and the steps the Client has taken to prevent or control such risks; and
• 1.3.6 What experience, training, qualifications, and any authorisation required by law or a professional body the Client considers necessary or which are required by law to work in the Assignment.

1.4 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:

• 1.4.1 The Consultancy is being offered an Assignment in the same position as one in which the Consultancy had previously been supplied within the previous 5 business days and remains unchanged, and such information has already been given to the Consultancy; or
• 1.4.2 Subject to clause 1.5, the Assignment is intended to last for 5 consecutive business days or less, and such information has previously been given to the Consultancy before and remains unchanged. Sundry Recruitment needs only to provide written confirmation of the identity of the Client and the likely duration of the Assignment.

1.5 Where the provisions of clause 1.4.2 are met but the Assignment extends beyond the intended 5 consecutive business day period, Sundry Recruitment shall provide such information set out in clause 1.3 to the Consultancy in paper or electronic form within 8 days of the start of the Assignment.

1.6 Upon completion of the Assignment or as may be agreed and specified in the Assignment Details Form at the end of each week of the Assignment, the Consultancy shall deliver to Sundry Recruitment its invoice for the Consultancy Fees due from Sundry Recruitment to the Consultancy, giving a detailed breakdown showing the work performed and the time spent by the Consultancy in providing the Consultancy Services.

1.7 The Consultancy's invoice should be received by Sundry Recruitment by no later than 12:00 on Wednesday following the week to which it relates. The Consultancy's invoice should bear the Consultancy's name, the name of the Consultancy Staff who provided the Consultancy Services to which the invoice relates, the Consultancy's company registration number and VAT number, and should state any VAT due on the invoiced sum.

1.8 Subject to clause 1.9, Sundry Recruitment shall pay the Consultancy for all hours worked regardless of whether Sundry Recruitment has received payment from the Client for those hours.

1.9 Where the Consultancy fails to submit a properly completed verification of the assignment, Sundry Recruitment shall, in a timely fashion, conduct further investigations into the hours claimed by the Consultancy and the reasons that the Consultancy has failed to produce such verification. This may delay any payment due to the Consultancy. Sundry Recruitment shall make no payment to the Consultancy for work not carried out.

2. CONSULTANCY FEES

2.1 Subject to the receipt of the Consultancy's invoice in accordance with clause 1 above, Sundry Recruitment will pay the Consultancy Fees within 7 days of receipt of the Consultancy's invoice. Sundry Recruitment shall pay to the Consultancy at least the Minimum Rate for the Consultancy Services performed during the Assignment. The Consultancy Fees being actual rate of pay shall be agreed prior to the commencement of the Assignment and specified in the Assignment Details Form.

2.2 The Consultancy shall be responsible for any PAYE income tax and national insurance contributions and any other taxes and deductions payable in respect of the Consultancy Staff for the provision of the Consultancy Services.

2.3 Sundry Recruitment will pay the Consultancy Fees to the Consultancy and not to any third party or member of the Consultancy Staff or any sub-contractor or assignee. Sundry Recruitment will pay the Consultancy Fees into a UK business bank account only.

2.4 Sundry Recruitment shall not be obliged to pay the Consultancy for any periods during which the Consultancy Services are not provided, whether this is due to the Consultancy being unable to provide the Consultancy Services or where the Client does not require the Consultancy Services or otherwise in respect of holidays, illness or absence of the Consultancy Staff.

2.5 The Consultancy shall bear the cost of any training which the Consultancy Staff may require in order to perform the Consultancy Services.

3. TERM AND TERMINATION

3.1 This Agreement shall commence on the date set out in the Assignment Details Form and shall continue until terminated in accordance with the provisions of this Agreement.

3.2 Sundry Recruitment may terminate this Agreement immediately by notice in writing if:

• 3.2.1 The Consultancy has acted in breach of the rules and regulations applicable to third parties providing services to the Client;
• 3.2.2 The Consultancy has committed any serious or persistent breach of any of its obligations under this Agreement;
• 3.2.3 The Client reasonably believes that the Consultancy has not observed any condition of confidentiality applicable to the Consultancy from time to time;
• 3.2.4 The Client is dissatisfied with the Consultancy's provision of the Consultancy Services and has terminated the Assignment;
• 3.2.5 Either the Client or the Consultancy is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
• 3.2.6 An administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of either the Client or the Consultancy;
• 3.2.7 An order is made for the winding up of either the Client or the Consultancy, or where either the Client or the Consultancy passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation or amalgamation where the resulting entity will assume all the obligations of the other party under this Agreement);
• 3.2.8 Sundry Recruitment suspects or has notice that the Consultancy has not complied with any of the requirements of ITEPA, the NICS legislation or VAT requirements;
• 3.2.9 Any member of the Consultancy Staff is suspected of any fraud, dishonesty or serious misconduct;
• 3.2.10 The Consultancy is unable to perform the Consultancy Services for 2 days or more;
• 3.2.11 Sundry Recruitment knows or suspects that the Consultancy or the Consultancy Staff work under (or subject to the right of) supervision, direction or control of any person as to the manner in which they provide the Consultancy Services, in breach of this agreement;
• 3.2.12 Either the Client or the Consultancy fails to provide accurate and sufficient evidence that neither the Consultancy nor the Consultancy Staff work under (or subject to the right of) supervision, direction or control of any person as to the manner in which they provide the Consultancy Services;
• 3.2.13 The Consultancy fails to comply with clause 13.3;
• 3.2.14 Sundry Recruitment knows or suspects that the Client is a Public Authority;
• 3.2.15 Sundry Recruitment knows or suspects that either the Consultancy or the Consultancy Staff have breached the Data Protection Laws.

3.3 The Consultancy acknowledges that the continuation of the Assignment is subject to and conditioned by the continuation of the contract entered into between Sundry Recruitment and the Client. In the event that the contract between Sundry Recruitment and the Client is terminated for any reason the Assignment shall cease with immediate effect without liability to the Consultancy.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 The Consultancy acknowledges that all copyright, trademarks, patents and other intellectual property rights deriving from the Consultancy Services carried out by the Consultancy and the Consultancy Staff and any third party to whom this Agreement is assigned or sub-contracted for the Client during the Assignment shall belong to the Client, save such rights as may be expressly owned or retained by the Consultancy and set out in the Assignment Details Form. Accordingly the Consultancy shall (and shall procure that any relevant member of the Consultancy Staff shall) execute all such documents and do all such acts as Sundry Recruitment shall from time to time require in order to give effect to its rights pursuant to this clause.

5. CONFIDENTIALITY

5.1 In order to protect the confidentiality and trade secrets of any Client and/or of Sundry Recruitment without prejudice to every other duty to keep secret all information given to it or gained in confidence the Consultancy agrees on its own part and on behalf of the Consultancy Staff as follows:

• 5.1.1 Not at any time whether during or after the Assignment (unless expressly so authorised by the Client or Sundry Recruitment as a necessary part of the performance of the Consultancy Services) to use or disclose any confidential information, documents or records in respect of the business of the Client or Sundry Recruitment to any person other than a person to whom disclosure is reasonably necessary for the performance of the Consultancy Services;
• 5.1.2 To notify Sundry Recruitment immediately of any actual or suspected breach of confidentiality or misuse of any information and to take all reasonable steps to recover any unauthorised use or disclosure of the same;
• 5.1.3 To comply with the Data Protection Laws.

6. LIABILITY AND INDEMNITY

6.1 The Consultancy shall indemnify and keep indemnified Sundry Recruitment against all and any Losses which Sundry Recruitment may suffer or incur as a result of any breach by the Consultancy of any of the terms and conditions of this Agreement.

6.2 Sundry Recruitment shall not be liable to the Consultancy or any member of the Consultancy Staff for any loss, damage, injury, or expense incurred or suffered by the Consultancy or any member of the Consultancy Staff in connection with the performance of the Consultancy Services, except to the extent that such loss, damage, injury, or expense is due to the negligence of Sundry Recruitment or its employees.

7. SEVERABILITY

7.1 If any of the provisions of this Agreement 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.

8. NOTICES

8.1 All notices which are required to be given in accordance with this Agreement 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.

9. DISCLAIMER

9.1 Sundry Recruitment makes no representation nor does it accept any responsibility for ensuring that the terms of this contract are an accurate reflection of the relationship between the Client and the Consultancy. Furthermore, Sundry Recruitment accepts no liability to indemnify the Consultancy for any Losses incurred by the Consultancy whether by reason of tax or other statutory or contractual liability to any third party arising from the Assignment.

10. THIRD PARTY RIGHTS

10.1 Save as set out in clause 10.2, none of the provisions of this Agreement is intended to be for the benefit of or enforceable by third parties (other than permitted assignees who shall be entitled to enforce the provisions of this Agreement as if original parties to it) and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

10.2 The Client shall be entitled to rely on and enforce the provisions of clause 3.4 and the indemnities given by the Consultancy in favour of the Client, notwithstanding that the Client is not a party to this Agreement.

11. GOVERNING LAW AND JURISDICTION

11.1 This Agreement shall be construed in accordance with the laws of England & Wales and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of this Agreement shall be subject to the exclusive jurisdiction of the Courts of England & Wales.

12. SIGNATURES

12.1 Signed for and on behalf of Sundry Recruitment
Curtis King
Managing Director

(signature above)

12.2 Signed for and on behalf of [Company Name]
Company number: 11029716
VAT number: 453020928
Registered Address:
Abbey Avenue, Wembley, London, HA0 1LJ
Phone: 020 8187 2256

[Signature]
Name:
Date: