Interim Terms of Business
BIE Group Ltd INTERIM TERMS OF BUSINESS
1. DEFINITIONS
1.1. In these Terms of Business the following definitions apply:-
“Assignment” means the services which the Interim Company is engaged by the Employment Business to render to the Client;
“Assignment Schedule” means a Schedule accompanying these terms setting out the further provisions agreed between the Client and the Employment Business for an Assignment
“Client” means the person, firm or corporate body named in the Assignment Schedule
“Associate” means any subsidiary or associated company of the Client as defined by the Companies Act 1985
“Employment Business” BIE Group Ltd of St Leonard’s House, 126-130 St Leonard’s Road, Windsor, SL4 3DG.
“Interim Company” means the limited company introduced to the Client by the Employment Business and engaged by the Client to carry out an Assignment (and save where otherwise indicated, includes any officer, employee or representative thereof and any third party to whom the provision of Interim Company services is assigned or sublet with the prior approval of the Client).
“Engagement” means any engagement retainer or use of the Interim Company’s services or the services of any officer, employee or representative of the Interim Company, whether under a contract of service or for services, for an agency, licence, franchise or partnership arrangement; or any other engagement
“Introduction” means the Client’s interview of an officer, employee, or representative of the Interim Company, in person, in writing or by telephone, or the passing to the Client of information which identifies an Interim Company whether or not leading to the Engagement by the Client of the Interim Company and “Introduced” shall bear a cognate meaning
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.
2. CONTRACT
2.1. These Terms constitute the entire agreement between the Employment Business and the Client and are deemed to be accepted by the Client by virtue of its request for, interview with or Engagement of an Interim Company. In the event of any inconsistency between these terms and an Assignment Schedule the provisions of the Assignment Schedule shall prevail
2.2. No variation or alteration of these terms shall be valid unless approved in writing by a Director of the Employment Business and an authorised signatory of the Client
2.3. Unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over and apply instead of any terms of business or purchase conditions proffered by the Client.
3. CONFIRMATION OF ASSIGNMENTS
3.1. Prior to the commencement of the Assignment, or if this is not practical, upon commencement of the Assignment, the Employment Business will send to the Client an Assignment Schedule which shall include the duration of the Assignment, the identity of the Interim Company the charges payable to the Employment Business together with details of such disbursements or expenses as may have been agreed, and the notice period to terminate the contract, (if any) Such an Assignment Schedule shall with these terms then constitute the agreement between the Client and the Employment Business in relation to that Assignment
4. CHARGES
4.1. The Client agrees to pay the charges of the Employment Business as specified in the Assignment Schedule. The charges comprise the Interim Company’s fees and the Employment Business’s commission. VAT is payable on the entirety of these charges.
4.2. Invoices will be submitted for interim payments on a monthly basis or unless if the assignment terminates earlier and are payable within 14 days. The Client shall pay the charges in full without any deduction, set-off or counterclaim.
4.3. The Employment Business reserves the right to charge interest on any overdue amounts at the rate of 2% per month until the date of payment.
4.4. Without prejudice to any other right or remedy of the Employment Business hereunder it reserves the right to withdraw the services of the Interim Company in the event that any sums due from the Client under these terms and the applicable Assignment Schedule are not paid on the due date
5. EXECUTION OF THE SERVICES
5.1. At the end of each month of the Assignment (or at the end of the Assignment where the Assignment is for a period of less than one month or is completed or finished before the end of a month the Client shall verify the execution of the services provided by the Interim Company by signature of a form provided to the Interim Company for this purpose.
5.2. Verification of the execution of the services by the Client constitutes acceptance that the Interim Company’s services have been provided satisfactorily and in accordance with these Terms. Failure to verify execution does not affect the Client’s obligation to pay the charges in respect of the work done.
5.3. Neither the Client nor any of its officers, employees or agents shall have or acquire any right of control over the Interim Company as to the methods whereby it performs the services during the Assignment.
6. REMUNERATION
6.1. The Employment Business is responsible for paying the Interim Company’s fees and for deducting any sums as may be required by law.
7. RE-ENGAGEMENT FEES
7.1. The direct Engagement by the Client or any Associate of that Client of an Interim Company Introduced by the Employment Business, or the Introduction by the Client of a Interim Company to any third party resulting in an Engagement renders the Client liable to the payment of an introduction fee calculated at 80 days of the Interim Company’s daily rate as set out in the Assignment Schedule (or, if there was no Assignment or Assignment Schedule, 80 x the daily rate which the Employment Business determines that would have applied for that Interim Company). The introduction fee referred to in this clause shall only be payable provided that the Engagement takes place within a period of 24 months from the termination of the Assignment under which the Interim Company was supplied, or if there was no Assignment, within 24 months of the Introduction of the Interim Company by the Employment Business to the Client. No refund of the introduction fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due. Such fee will be paid within 14 days of the Employment Provider’s invoice.
8. LIABILITY
8.1. The Client acknowledges that it has the opportunity to interview the Interim Company and any of its staff provided to perform the services and to verify the experience, qualifications and references of the Interim Company. Whilst reasonable steps are made by the Employment Business to check standards of skills, integrity and reliability of the Interim Company no liability is accepted by the Employment Business for any loss, expense, damage, costs or delay arising from the failure to provide a Interim Company for completion of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Interim Company or if the Interim Company terminates the Assignment for any reason.
8.2. The Client accepts that the Interim Company is in business on its own account and therefore may be engaged to provide services to other clients during the Assignment. However the Employment Business shall use its reasonable endeavours to ensure that:
(a) the Interim Company is obliged satisfactorily to perform the services during the Assignment and to complete the Assignment in accordance with these terms and the applicable Assignment Schedule; and
(b) The Interim Company does not accept instructions from third parties which could result in the Interim Company being engaged by competitors of the Client where this has the potential to harm the commercial interests of the Client.
8.3. For the avoidance of doubt, neither the Interim Company nor its staff are under the supervision or control of the Employment Business. The Client will provide adequate instructions to the Interim Company to enable it to perform the Assignment and will comply in all respects with all relevant statutes, by-laws and legal requirements and in particular shall be responsible for complying with applicable health and safety laws and regulations
on the Client’s premises and shall indemnify the Employment Business against any costs, claims, damages and xpenses incurred by the Employment Business as a result of any breach of these Terms by the Client.
8.4. Where an Assignment is terminated in accordance with clause 9 below such termination will not affect the Client’s obligation to pay for any services or work already performed
9. TERMINATION OF THE ASSIGNMENT
9.1. The Client may terminate the Assignment by giving to the Employment Business the notice specified in the written confirmation referred to in clause 3.1
9.2. Notwithstanding the provisions of sub-clause 9.1 the Client may terminate the Assignment forthwith by notice in writing to the Employment Business within two working days of the date when the Client became aware or should reasonably have become aware of any of the matters mentioned below where:
9.2.1. the Interim Company has acted in repeated or serious breach of any statutory or other reasonable rules and regulations applicable to them while performing the services;
9.2.2. the Interim Company has not observed any condition of confidentiality in relation to the Client’s business applicable to the Interim Company from time to time ;
9.2.3. The Client reasonably considers the performance of the services by the Interim Company to be unsatisfactory; or
9.2.4. if the Interim Company or the Employment business ceases trading becomes bankrupt (if an individual) or has a receiving order or administrative order made against it or is put into liquidation (save for the purposes of solvent reconstruction or amalgamation) or enters into any composition or arrangement with or protection from its creditors.
9.2.5. The Employment Business may terminate an Assignment forthwith by notice in writing:-
9.2.6. if the Client fails to pay any amount due within 7 days of the due date or is in serious or persistent breach of its obligations under these Terms or the applicable Assignment Schedule; or
9.2.7. If the Client ceases trading becomes bankrupt (or has a receiving order or administrative order made against it or is put into liquidation (save for the purposes of solvent reconstruction or amalgamation) or enters into any composition or arrangement with or protection from its creditors.
10. NOTICES
10.1. All notices which are required to be given hereunder shall be in writing and shall be sent to the registered office from time to time of the party upon whom the notice is to be served. Any such notice may be delivered personally or by first class prepaid post or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours and if by facsimile transmission when dispatched.
11. LAW
11.1. These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.
11.2. These terms and any applicable Assignment Schedule supersede any previous agreement between the Client and the Employment Business. The Client agrees that it has read and understood these terms and that they are reasonable having regard to the nature of the services provided and market conditions. The Client and the Employment Business acknowledge and agree that they have not relied on any representation warranty or undertaking which is not set out in these terms or any applicable Assignment Schedule.
11.3. This agreement is not intended to confer any rights on any third parties (that is any party other than the Client and the Employment Business).
11.4. The Client acknowledges that it has been informed that prior to its Introduction to the Interim Company the Interim Company had opted out of the Conduct of Employment Agencies and Employment Businesses Regulations 2003
