I allow Totally Recruitment Group Ltd  to hold the below information and sensitive personal data about me…

• Names (First & Last)

• Date of Birth

• Contact details including, telephone numbers, email and postal address.

• National Insurance Number

• Bank Details

• Tax code information

• Passport or Birth Certificate (Proof of ID)

• Driving Licence (Digi & CPC card if applicable)

• Proof of Address

• Health/Criminal conviction information

I provide Totally Recruitment Group ltd with my consent to process my personal data information for the following purposes...

• For Totally Recruitment Group Ltd to process my data on a computerised database/system in order to provide me with payroll and employment services.
• For Totally Recruitment Group Ltd to process/transfer my data personal data with their third-party companies in order to provide me with payroll and employment services 
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1.1 IN THIS AGREEMENT THE FOLLOWING DEFINITIONS APPLY:-

“Assignment” means the period during which the Worker is engaging to render services to the Client;

“Client” means the person, firm or corporate body engaging the services of the Worker;

“Employment Business” means Totally Recruitment Group Ltd of 19 Hereward Rise, Halesowen, B62 8AN;

“Temporary Worker” means the Individual who is introduced by Totally Recruitment Group Ltd to render services to the Client.

“Working Week” means an average of 48 hours each week calculated over a 17 week – week reference period.

1.2 References to the singular include the plural and references to the masculine include the feminine and vice versa.

1.3 The headings contained in this Agreement are for convenience only and do not affect their interpretation.

2 RESTRICTION

2.1 The Working Time Regulations 1998 provide that the Temporary Worker shall not work on an Assignment with the Client in excess of the Working Week unless s/he agrees in writing that this limit should not apply.

3 CONSENT

3.1 The Temporary Worker hereby agrees that the Working Week limit shall not apply to the assignment

4 WITHDRAWAL OF CONSENT

4.1 The Temporary Worker may end this Agreement by giving the Employment Business 3 months notice in writing.

4.2 For the avoidance of doubt, any notice bringing this Agreement to an end shall not be construed as termination by the Temporary Worker of an Assignment with the Client.

4.3 Upon the expiry of the notice period set out in clause 4.1 the Working Week limit shall apply with immediate effect.

5 THE LAW

5.1 These Terms are governed by the Law of England & Wales and are subject to the exclusive jurisdiction of the Court of England & Wales. 

(1) Totally Recruitment Group Ltd a company incorporated in England and Wales and whose registered office is at 19 Hereward Rise, Halesowen, B62 8AN (“Agency”);

and

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(A) WHEREAS the Agency is a business which provides the services of its agency workers to its customers at various locations.

(B) WHEREAS The Agency may offer and the Agency Worker may accept to work on Assignments on behalf of the Agency.

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration given, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 

1.1 In this Agreement the following definitions apply:

“Affiliate” means in relation to a party, any entity which, directly or indirectly, Controls or Owns, is Controlled or Owned by or is under the common Ownership or Control of such party from time to time;

“Agreement” means the terms and conditions set out herein (“Terms”) together with each Assignment Schedule;

“Assignment” means the period during which the Agency Worker is engaged to provide Services as detailed in an Assignment Schedule;

“Assignment Schedule” means the Assignment Schedule issued to the Agency Worker which includes details of the Services to be performed for each Assignment in a format set out in Schedule 1, or as otherwise agreed between the parties from time to time;

“AWR” means the Agency Workers Regulations 2010 (as amended);

“Auto Enrolment Regulations” means Part 1 of the Pensions Act 2008 as amended from time to time;

“Conduct Regulations” means The Conduct of Employment Agencies and Employment Businesses Regulations 2003 as amended from time to time;

“Confidential Information” Means (and includes, but is not limited to), any trade secrets or confidential information relating to or belonging to the Agency, its clients, customers and suppliers or any other matters which the Agency Worker may receive during the course of this Agreement or any Assignment hereunder. For the avoidance of doubt, Confidential Information also includes but is not limited to: the terms of this Agreement, details of customers, the terms of any Assignment, customers and their terms of business, the prices charged to and terms of business with customers, marketing plans and sales forecasts, customer account plans, financial information, results and forecasts (save to the extent that these are included in published audited accounts), any proposals relating to the acquisition or disposal of the Agency or business or any part thereof or to any proposed expansion or contraction of activities, the Agency strategies, details of employees and officers and of the Agency’s remuneration and other benefits paid to them, information relating to research activities, inventions, secret processes, designs, formulae and product lines, any information which the Agency Worker is told is confidential, or any other information of a private, confidential or secret nature concerning the Agency, its suppliers and its customers, and any information which has been given to the Agency or the Agency Worker in confidence by customers, suppliers or other persons;

“Control” and “Controlled” means the power to direct management or affairs of an entity;

“Customer” means the person, firm or corporate body as specified within the Assignment Schedule together with any subsidiary or associated company as defined by section 1159 of the Companies Act 2006 and includes any third party or end user for whom Agency Worker provides Services pursuant to this Agreement;

“Data Protection Legislation” means all Applicable Laws relating to the processing, privacy, and/or use of Personal Data, as applicable to either party, including but not limited to: (a) the Data Protection Act 2018 (and regulations made thereunder); (b) UK GDPR as defined by section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; (c) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

“Engages”, “Engaged” and “Engagement” means the employment of a Agency Worker or the engagement directly or indirectly through any employment business other than through the Agency (whether for a definite or indefinite period) of a Agency Worker as a direct result of any Introduction or Assignment to the Customer;

“Incapacity” means sickness or injury leaving the Agency Worker incapable of performing the Services;

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, right in computer software, database rights, rights in Confidential Information (including know-how and secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;

“Introduce”, “Introduced” and “Introduction” means the provision to the Customer of information by the Agency by way of a curriculum vitae or in such format as the Customer may from time to time require which identifies the Agency Worker;

“Introduction Fee” means the fee payable by the Customer to the Agency in accordance with Clause 2.5;

“Losses” means all losses, liabilities, costs, damages, charges, expenses, fines and penalties (including legal and other professional costs and expenses), including but not limited to any loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill and loss of anticipated savings;

“Own”, “Owned” and “Ownership” means the beneficial ownership of fifty percent (50%) (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity;

“Personal Data” shall have the same meaning given to it by Data Protection Legislation;

“Qualifying Period” means 12 continuous calendar weeks, as defined within regulation 7 of the AWR;

“Qualifying Period Rate of Pay” means the rate of pay that will be paid to the Agency Worker on completion of the Qualifying Period, if this rate is higher than the Rate of Pay. Such rate will be paid for each hour worked during an Assignment (to the nearest quarter hour) weekly in arrears, subject to any deductions that the Employment Business is required to make by law and to any deductions that the Agency Worker has specifically agreed can be made;

“Rate of Pay” the rate of pay that will be paid to the Agency Worker prior to completion of the Qualifying Period. Such rate will be paid for each hour worked during an Assignment (to the nearest quarter hour) weekly in arrears, subject to any deductions that the Agency is required to make by law and to any deductions which the Agency Worker has specifically agreed can be made;

“Relevant Period” means whichever is later of the following period eight weeks commencing on the day after the day the Agency Worker last worked for the Customer pursuant to the Assignment; or fourteen weeks commencing on the first day the Agency Worker first commenced the Assignment with Customer;

“Relevant Terms and Conditions” means the relevant terms and conditions as defined in regulation 6 of the AWR that apply once the Agency Worker has completed the Qualifying Period;

“Services” means the services to be undertaken by the Agency Worker as further described in an Assignment Schedule; and 

“WTR” means the Working Time Regulations 1998 as amended from time to time.

1.2 In this Agreement:

1.2.1 any reference to this Agreement or to any other document includes any permitted variation or amendment to this Agreement or such other document;

1.2.2 the use of the singular includes the plural and vice versa and words denoting any gender will include a reference to each other gender;

1.2.3 clause and schedule headings and the use of bold type are included for ease of reference only and will not affect the construction or interpretation of any provision of this Agreement;

1.2.4 any reference to any statute, statutory instrument, order, regulation or other similar instrument will be construed as including references to any statutory modification, consideration or re-enactment of that provision (whether before or after the date of this Agreement) for the time being in force including all instruments, orders or regulations then in force and made under or deriving validity from it; and

1.2.5 any phrase introduced by the terms ‘include’, ‘including’, ‘in particular’ or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms. 

2.1 This Agreement sets out the entire agreement between the Agency and the Agency Worker for the supply of Services to a Customer and shall govern all Assignments undertaken by the Agency Worker.

2.2 The Agency Worker is engaged by the Agency under a contract for services. The Agency Worker acknowledges this Agreement is not a contract of service and their employment status is not that of an ‘employee’ but that of a ‘Agency Worker’ (often referred to as a ‘limb (b) Agency Worker) defined by section 230(3)(b) of the Employment Rights Act 1996. The Agency Worker accepts they have no contractual relationship with the Customer and is not an employee of Agency, Customer or any third party for whom the Agency Worker may perform an Assignment.

2.3 Agency acts as a temporary work agency (as defined by AWR).

2.4 For the purposes of this Agreement, Agency acts as an employment business (as defined by the Conduct Regulations) or as an employment agency in circumstances where the Agency Worker is employed by the Customer as a result of Agency’s introduction.

2.5 The Agency Worker acknowledges that the Agency will be entitled to charge the Customer the Introduction Fee where: a) the Customer Engages the Agency Worker within the Relevant Period; or b) the Customer introduces the Agency Worker to a third party (other than another employment business) who subsequently Engages the Agency Worker within the Relevant Period. 2.6 The Introduction Fee will not be payable in the circumstances described in Clause

2.5(a) if the Customer agrees to extend the period of the Assignment for a specified period at the end of which the Agency Worker may be Engaged by the Customer between Assignments. 

3. COMMENCEMENT AND DURATION

3.1 The Agency Worker’s first Assignment under this Agreement will start on the date set out in the Assignment Schedule or the date on which the Agency Worker commences the Services whichever is earlier and will continue until terminated in accordance with Clause 15 below.

3.2 There is no probationary period connected to this Agreement.

3.3 In the event that the Agency Worker commences the Services without signing this Agreement the Agency Worker shall be deemed to have accepted the terms of this Agreement. 

4. THE SERVICES

4.1 The Agency Worker is engaged to provide Services, having regard to the Agency Worker’s skills, experience, training, and qualifications as notified to the Agency, and the Agency Worker agrees to work on Assignments on behalf of the Agency on a flexible basis in such capacity as may be agreed between the Agency and the Agency Worker from time to time and subject to the terms and conditions specified in this Agreement.

4.2 The specific nature of the Services the Agency Worker shall provide and any requirements relating to skills, experience, training, qualifications and any authorisation which the Customer considers are necessary or which are required by law or a professional body for the Agency Worker to possess in order to lawfully perform the Services will be as set out in the relevant Assignment Schedule which shall be issued by Agency to Agency Worker for each Assignment.

4.3 When an Assignment is offered to the Agency Worker, the Agency shall provide the Agency Worker with the following information:

4.3.1 the identity of the Customer, and if applicable the nature of its business;

4.3.2 the date the Assignment is to commence and the duration or likely duration of the Assignment;

4.3.3 the position which the Customer seeks to fill, including the type of work the Agency Worker in that position would be required to do, the location at which, and the days and hours during which, the Agency Worker would be required to work;

4.3.4 the Rate of Pay and any expenses payable by or to the Agency Worker;

4.3.5 any risks to health and safety known to the Customer in relation to the Assignment and the steps the Customer has taken to prevent or control such risks; and

4.3.6 the experience, training, qualifications and any authorisation which the Customer considers are necessary or which are required by law or a professional body for the Agency Worker to provide the Services. 

5. WARRANTIES OF AGENCY WORKER

5.1 The Agency is not obliged to offer an Assignment to the Agency Worker and the Agency Worker is not obliged to accept any Assignment offered by the Agency. If the Agency Worker does accept an Assignment, the Agency Worker warrants that before commencing the Assignment and for the duration of the Assignment they:

5.1.1 are not bound by or subject to any court order, contract of employment, restriction (including, without limitation, a restriction in favour of any employment agency, employment business or client), covenant, arrangement or undertaking which restricts or prohibits them from entering into this Agreement or from performing an Assignment hereunder;

5.1.2 shall not comment or publicise in the media on this Agreement or any Assignment the dealings of the Agency or a Customer, without the express prior written approval of the Agency;

5.1.3 understand they are not an agent of the Agency or Customer and shall not in any way represent themselves as such and that they do not have the authority on behalf of the Agency to sign any document whatsoever and will not hold themselves out as having such authority on behalf of the Agency

5.1.4 have the skills, experience, training, qualifications and any authorisation which the Customer considers are necessary or which are required by law or a professional body for the Agency Worker to possess in order to lawfully perform the Services including, but not limited to, the operation of any plant and machinery, tools and vehicles or other equipment which they may be required to operate;

5.1.5 have complied with the provisions of the Immigration, Asylum and Nationality Act 2006 in all relevant respects and warrants that they have the legal right to work in the United Kingdom and in such countries they are required to provide the Services for the duration of the Assignment without any additional approvals and will notify the Agency immediately if they cease to be so entitled at any time during their Assignment;

5.1.6 have made the Agency aware of any unspent criminal convictions or pending court action that have or might result in a prison sentence;

5.1.7 have not been convicted of a criminal offence (other than convictions which are spent according to the Rehabilitation of Offenders Act 1974 as amended from time to time) and agree to provide the Agency with consent to obtain a criminal record check should it require the Agency Worker to do so at any time during their engagement;

5.1.8 have no alcohol or drug related problems and they are willing to undergo a drug or alcohol test prior to or after the commencement of an Assignment if required;

5.1.9 shall supply the name, address and telephone number of business referees covering the last 5 years if requested to do so by the Agency or a Customer; and

5.1.10 shall devote their full attention and skill to the performance of each Assignment and the provision of Services unless prevented by Incapacity or directed by the Agency; 5.2 The Agency Worker shall notify the Agency immediately should they cease to be able to uphold any of the warranties they have given under Clause 5.1. 

6.1 During any Assignment accepted by Agency Worker, the Agency Worker shall:

6.1.1 unless arrangements have been made to the contrary or as set out in the Assignment Schedule, conform to the normal hours of work in force at the Customer’s establishment;

6.1.2 take all reasonable steps to safeguard his own safety and the safety of any other person who may be present or affected by his actions on the Assignment;

6.1.3 remedy without charge and with minimum disruption to the Customer either any work which the Customer notifies the Agency and/or the Agency Worker of its dissatisfaction with or any defects in the Services arising from the Agency Worker’s act negligence or omissions;

6.1.4 not engage in any conduct detrimental to the interests of the Agency or Customer which includes any conduct tending to bring the Agency and/or Customer into disrepute or which results in the loss of business or custom to the Agency and/or Customer including but not limited to any inappropriate behaviour to the Customer’s staff or other Agency Workers;

6.1.5 take reasonable precautions including using latest commercially available detection software to avoid introducing any viruses into the Customer’s systems or otherwise corrupting the Customer’s data;

6.1.6 comply with all relevant and applicable rules and procedures of Customer relating to temporary workers, including but not limited to those relating to health and safety, site security and IT usage and security;

6.1.7 act in a professional manner at all times whilst performing the Assignment;

6.1.8 if either before or during the course of an Assignment, the Agency Worker becomes aware of any reason (including but not limited to any health issues or criminal convictions) why he may not be suitable for an Assignment, then he will notify Agency without delay and cooperate fully with any further enquiries Agency may make;

6.1.9 except where required to do so as part of their duties under an Assignment, not at any time copy any document or other material belonging to Customer.

6.1.10 if they are unable (or unwilling for any reason) to perform the work during the course of an Assignment, that the Agency Worker will inform Agency by [no later than 7:30 a.m. on the first day of their absence];

6.1.11 not disclose or divulge to any person or entity Confidential Information except as permitted under Clause 13;

6.1.12 inform Agency immediately where they believe that a complaint may be made about or against them in relation to their obligations under this Agreement;

6.1.13 schedule appointments, including without limitation those relating to medical conditions, outside of the hours required by Customer to deliver the Services, wherever possible;

6.1.14 promptly inform Agency where they have a concern or an issue relating to the Assignment, Customer, or Agency.

6.1.15 only use passwords and access only those parts of the system which the Customer has authorised the Agency Worker to use and/or access;

6.1.16 not do anything which could constitute an offence under the Computer Misuse Act 1990;

6.1.17 not do anything which could lead to anyone bringing a claim against the Agency, the Customer or any of their staff or any other contractor or Agency Worker; and

6.1.18 will not offer, give or agree to give to any person, company or firm any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the execution of the Agency Worker's obligations under this Agreement or for showing or forbearing to show favour or disfavour to any person, company or firm in relation to this Agreement. Any breach by the Agency Worker under the Prevention of Corruption Acts 1889 to 1916 or the Bribery Act 2010 shall entitle the Agency to terminate this Agreement and recover any Losses sustained resulting from such breach. 

7. HOURS AND PLACE OF WORK

7.1 It is anticipated weekly hours will be wholly or mostly variable from Assignment to Assignment and from week to week during an Assignment. Details of any terms and conditions relating to duration of working time, night work, rest periods or rest breaks will be as set out in the relevant Assignment Schedule.

7.2 For the purposes of the WTR, it is not intended that the Agency Worker will be required to work in excess of 48 hours per week when averaged over a period of 17 weeks. If the Agency Worker wishes to opt-out of the Working Time Regulations 48-hour weekly limit, the Agency Worker will need to sign the WTR Election Agreement, which can be requested from the Agency.

7.3 The Agency Worker may be assigned from time to time to carry out work for Customers at various places either in the United Kingdom or abroad as the Agency may direct. The Agency may change the place of work by giving the Agency Worker such notice as is reasonably practicable in the circumstances. The Agency Worker may be required to travel to a Customer’s place of business to undertake or complete any Assignment.

7.4 If the Agency Worker is not able to complete the Assignment for any reason, the Agency Worker must inform the Agency immediately. 

8. TIMESHEETS AND REMUNERATION

8.1 The Agency Worker shall deliver to the Agency at the [end of each week] of the Assignment, a timesheet duly completed to indicate the number of hours/days worked during the preceding week and duly signed by an authorised representative of Customer or record all hours completed by such other time recording device as may be dictated by the Customer and the Agency. Such timesheets, or other time recording device, must be received by the Agency no later than [5.30pm on Tuesday] following the week to which they relate, or such other period as notified to the Agency Worker by the Agency.

8.2 Subject to Clause 8.1, the Agency shall pay the Agency Worker for all hours or days worked at the Rate of Pay.

8.3 Unless agreed otherwise between the parties, for the purposes of the WTR, the Agency Worker’s working time shall only consist of those periods during which he is carrying out the Services. Time spent traveling to the Customer’s premises, lunch and rest breaks shall not be included within the Agency Worker’s working time submitted.

8.4 Agency shall pay Agency Worker [weekly in arrears by BACS on the last business day of every month] and pay will be reduced by any statutory deductions which Agency may be required by law to make (e.g. income tax, National Insurance contributions, social security payments, unless stated otherwise in an Assignment Schedule). Remuneration shall be calculated at an hourly or daily rate as confirmed within the Assignment Schedule. Remuneration shall not be less than the national minimum wage and the national living wage.

8.5 Agency Worker is not entitled to receive payment from Agency for time not spent on Assignment, save for statutory entitlement under relevant legislation or where agreed otherwise. Agency Worker may be eligible for Statutory Sick Pay provided that they meet the relevant statutory criteria.

8.6 Agency Worker acknowledges that they may be required to work extra hours in addition to those set out in the Assignment Schedule in order to meet a business need of a Customer. No premium rates will be paid for additional hours worked and extra hours worked during the weekend or public holiday work will be paid at the normal rates unless otherwise agreed and stated in the Assignment Schedule.

8.7 Where the Agency Worker fails to submit a properly authenticated timesheet the Agency shall conduct further investigations in a timely manner into the hours claimed by the Agency Worker and the reasons that the Customer has refused to sign the timesheet or other recording. This may delay payment due to the Agency Worker. For the avoidance of doubt, no payment shall be made to the Agency Worker for time not worked. The Agency Worker acknowledges and accepts that it could be a criminal offence under the Fraud Act 2006 to falsify any time sheet, for example by claiming payment for hours that were not actually worked.

8.8 Agency Worker agrees that Agency may, upon reasonable notice to the Agency Worker, deduct from sums due to the Agency Worker any sum owed by the Agency Worker to the Agency (including but not limited to sums relating to overpayment, error, mistake or misrepresentation).

8.9 Following the Qualifying Period and where relevant in accordance with the AWR, Agency may vary clauses of this Agreement, as is appropriate, and any such variation will be set out within an Assignment Schedule and issued to Agency Worker.

8.10 Unless specified otherwise in the Assignment Schedule or agreed in writing between the parties, expenses incurred by the Agency Worker incurred during the performance of the Services shall be at Agency Worker’s own expense.  

9.1 The Agency’s holiday year runs from [1st January to 31st December].

9.2 For the avoidance of doubt, the Agency Worker shall have no entitlement to paid leave in respect of any period before the commencement of their first Assignment and entitlement to paid leave shall only accrue during an Assignment.

9.3 The Agency Worker is entitled to paid holiday which shall accrue at the rate of 12.07% of hours worked.

9.4 Holiday entitlement shall also accrue during periods of sick leave at the rate of 12.07% of the Agency Worker's average weekly working hours calculated over the previous 52 weeks (or since the start of the Assignment, if less). Working and non-working weeks shall be included in the calculation but weeks in which the Agency Worker has taken any sick leave shall be ignored and earlier weeks taken into account, going back no more than two years.

9.5 Other than any statutory entitlement that may exist, no holiday entitlement may be carried forward to the next year without the written consent of the Agency.

9.6 On completion of the Qualifying Period, the Agency Worker may become entitled to annual leave in addition to the entitlement under this Agreement. In those circumstances, the Agency will inform the Agency Worker of any such entitlement and the date from which such entitlement will commence.

9.7 An Assignment may include work on public holidays, in which case any request to take holiday on a public holiday must be approved in the usual way. Holiday taken on public holidays shall count towards the Agency Worker's paid holiday entitlement under this contract.

9.8 All entitlement to leave must be authorised in advance and should be taken during the course of the holiday year in which it accrues.

9.9 Unless Agency Worker advises Agency otherwise, Agency will assume that when Agency Worker is on Assignment that all working days when Agency Worker does not work have been taken as holiday and will be treated as unpaid leave where Agency Workers holiday entitlement has been used up.

9.10 At the end of an Assignment, Agency will make a payment to Agency Worker in respect of any accrued holiday entitlement that has arisen but has not been taken at the end of the Assignment. Agency may make a deduction for any holiday taken in excess of their entitlement. 

10. OTHER STATUTORY ENTITLEMENTS

10.1 During an Assignment the Agency Worker may be eligible to receive the following types of Statutory Pay subject to satisfying any statutory eligibility requirements and/or qualifying conditions in force from time to time including:

10.1.1 adoption pay, shared parental pay, paternity pay, maternity pay and parental bereavement pay (“Statutory Pay”) to be paid at the prevailing statutory rates in force at the time; and/or

10.1.2 paid time off for ante-natal appointments shall be based on the average Rate of Pay. 

11. SICKNESS BENEFITS

11.1 If the Agency Worker has accepted an Assignment but is subsequently unable to work the hours agreed due to Incapacity, the Agency Worker must notify the Customer and their Agency of the reason for their Incapacity no later than their expected start time on the first day of absence, or as soon as reasonably practical.

11.2 If the period of Incapacity continues for more than seven calendar days the Agency Worker shall provide the Agency with a fit note (statement of fitness for work) issued by a healthcare professional (either a doctor, nurse, occupational therapist, pharmacist, or physiotherapist).

11.3 If the Agency Worker satisfies the qualifying conditions laid down by law, the Agency Worker will be entitled to receive statutory sick pay (“SSP”) at the prevailing rate in respect of any period of Incapacity during an Assignment but will not be entitled to any other payments from the Agency during such period. For SSP purposes, qualifying days will be the days that the Agency Worker normally works as specified within each Assignment Schedule.

11.4 The Agency Worker agrees to consent to a medical examination (at the Agency’s expense) by a doctor nominated by the Agency should it reasonably require. The Agency Worker agrees that any report produced in connection with any such examination may be disclosed to the Agency and the Agency may discuss the contents of the report with the relevant doctor. 

12. BENEFITS

12.1 The Agency Worker is not entitled to any benefits other than those specified in this Agreement.  

13.1 The Agency Worker shall not, either during the term of this Agreement (except in the proper performance of the Services) or at any time (without limit) after the termination of the Agreement divulge or communicate to anyone person, Agency, business entity or other organisation and/or use for the Agency Worker’s own purposes or for any purposes other than those of the Agency, any Confidential Information relating to the Agency or its Customers.

13.2 The restrictions described in Clause 13.1 shall not apply to Confidential Information in the public domain, other than by way of unauthorised disclosure by the Agency Worker.

13.3 The Agency Worker agrees that the Agency and its employees and agents may, at any time and from time to time intercept, record and/or otherwise monitor all communications, including telephone calls, e-mails, use of the internet effected by the Agency Worker using the Agency’s equipment. The Agency Worker acknowledges that such action is necessary for the Agency’s lawful business practice.

13.4 The Agency Worker agrees to sign any confidentiality agreement or undertaking provided to the Agency Worker by the Agency or the Customer for the purposes of this Agreement.

13.5 For the avoidance of doubt, nothing precludes the Agency Worker from making a “Protected Disclosure” within the meaning of Part 4A (Protected Disclosures) of the Employment Rights Act 1996. This includes Protected Disclosures made about matters previously disclosed to another recipient.

13.6 The obligations under this Clause 13 shall survive the termination of this Agreement, for whatever reason. 

14. INTELLECTUAL PROPERTY

14.1 All rights in the nature of Intellectual Property Rights (including, but not limited to, copyright) arising in any work created as a result of an Assignment shall vest in the Customer and the Agency Worker assigns by way of future assignment the Intellectual Property Rights to that Customer and hereby agrees to waive any moral rights the Agency Worker may have. The Agency Worker shall execute all such documents and do all such acts at its own cost as the Agency or Customer shall from time to time require in order to give effect to its rights pursuant to this Clause 14.

14.2 The Agency Worker agrees that all Intellectual Property Rights and any other proprietary rights whatsoever in any documentation and other material, including computer programs provided by the Agency and/or the Agency Worker in connection with the performance of an Assignment, shall vest in the Customer and the Agency Worker agrees to assist that Customer in obtaining any necessary licence or patent in relation to such copyright and all other Intellectual Property Rights.

14.3 The Agency Worker warrants that the Services provided by Agency Worker are not in breach of the Intellectual Property Rights of any third party and that the Agency Worker has all licenses and consents necessary to provide the Services. The Agency Worker warrants that where the Agency Worker uses or incorporates any third-party IPR when providing the Services, the Agency Worker has and will maintain all rights, licences and consents necessary to do so and that it will grant to the Customer a worldwide, perpetual, irrevocable, non-exclusive and royalty-free sublicence (or will procure a direct licence from the relevant third-party) to use, exploit, modify and/or develop those third-party IPR to the extent incorporated in, supplied with, or necessary to perform the Services. The Agency Worker must not use or incorporate any third-party IPR unless a) it has secured for the Customer the sublicence/direct licence required under this Clause 14.3; and b) the applicable third-party terms do not restrict the Customer’s use of the Services in a way that is inconsistent with this Agreement.

14.4 The Agency Worker must not use any artificial intelligence and machine learning systems (including generative systems), including as inputs for training, testing, operation, maintenance and improvement and to generate outputs to perform the Services without the Customer’s prior written approval.

14.5 The Customer shall not be deemed to have granted the Agency Worker any licence to use the documents or other material and data or other information other than solely for the purposes of the relevant Assignment.

14.6 For the avoidance of doubt, any pre-existing Intellectual Property Rights owned by a party shall continue to vest in that party. 

15. TERMINATION

15.1 The Agency Worker acknowledges that the continuation of an Assignment is subject to and dependent on the continuation of the Customer Agreement entered into between the Agency and the Customer. If the Customer Agreement or assignment thereunder is terminated for any reason, the Assignment shall cease with immediate effect without liability to the Agency Worker, except for payment for work done up to the date of termination of the Assignment.

15.2 Unless exceptional circumstances apply, the Agency Worker's failure to inform the Customer or the Agency of their inability to attend work as required by Clause 6.1.10 will be treated as termination of the Assignment by the Agency Worker.

15.3 If the Agency Worker is absent during the course of an Assignment and the Assignment has not otherwise been terminated, the Agency will be entitled to terminate the Assignment without liability to the Agency Worker if the work to which the Agency Worker was assigned is no longer available.

15.4 If on termination the Agency Worker has taken more or less than the amount of paid holiday to which the Agency Worker is entitled, an adjustment will be made to the final payment.

15.5 Upon termination of an Assignment for whatever reason, the Agency Worker will forthwith return all property, equipment, correspondence, records, specifications, software, hardware, disks, models, notes, manuals, reports, and other documents and any copies therefore and any other property produced, maintained or stored on any computer systems or other electronic equipment (including mobile phones) belonging to the Agency or to the Customer which is in the Agency Worker’s possession or control. The Agency Worker will, if so required by the Agency, confirm in writing that the Agency Worker has complied with this obligation. 

16.1 If the Agency Worker has completed the Qualifying Period on the start date of the relevant Assignment or completes the Qualifying Period during the relevant Assignment, the Agency Worker will be informed of the Qualifying Period Rate of Pay if different from the Rate of Pay and the other Relevant Terms and Conditions to which the Agency Worker is now entitled under the AWR .

16.2 If the Agency Worker considers that they have not received the Relevant Terms and Conditions on completion of the Qualifying Period, the Agency Worker may raise this in writing with the Agency setting out as fully as possible the basis of their concerns. The Agency shall, within 28 days of receiving such request, provide the Agency Worker with a written statement setting out:

16.2.1 relevant information relating to the basic work and employment conditions of the workers of the Customer;

16.2.2 the factors that the Agency considered when determining such basic work and employment conditions; and

16.2.3 where the Agency seeks to rely on the defence in regulation 5(3) of the AWR 2010, relevant information which explains the basis on which it is considered that an individual is a comparable employee and describes the basic work and employment conditions which apply to that employee.

16.3 Prior to accepting any Assignment the Agency Worker agrees to provide the Agency with details any periods during which they have previously worked for the Customer. Failure to do so may result in the Agency being unable to ensure the Agency Worker receives all of their entitlements under the AWR.

16.4 The Agency Worker will promptly notify the Agency if it comes to the Agency Worker’s notice that the Agency Worker may have grounds for a complaint concerning any aspects of entitlements under AWR, in order that the Agency may investigate and make any necessary changes. 

17. PENSION

17.1 The Agency will comply with its employer pension duties in accordance with Auto Enrolment Regulations and automatically enrol all eligible Agency Workers into the Agency’s workplace pension scheme operated by National Employment Savings Trust (the “Scheme”) no later than three (3) months after their engagement commences (the “Postponement Period”).

17.2 Agency Workers may choose to opt in to the Scheme during the Postponement Period by notifying their Account Manager in writing.

17.3 Membership of the Scheme is subject to the rules and/or terms and conditions (both as amended from time to time) relating to the Scheme. The Agency reserves the right to vary or discontinue any Scheme in place from time to time. 

18. DATA PROTECTION

18.1 Agency Worker agrees to comply with the policies and procedures of Agency and of Customer relating to privacy and data protection in connection with this Agreement and to treat any Personal Data it obtains or has access to in connection with the Agreement as Confidential Information at all times both during and after the Agreement;

18.2 Agency Worker shall provide reasonable assistance to Agency and/or Customer when required with respect to Data Protection Legislation compliance, including but not limited to assistance with subject access requests, breach notifications and consultations with regulatory authorities.

18.3 Agency Worker shall promptly notify Agency on becoming aware of a suspected or actual Personal Data breach in relation to the Services or in connection with this Agreement.

18.4 Agency Worker agrees that in providing Services, Personal Data relating to Agency Worker will be collected by Agency and/or Customer in order to comply with Agency’s and/or Customer’s legal obligations, including reporting Assignment details to HMRC and that any such processing (including any transfer of Personal Data) shall be processed fairly and lawfully in accordance with Data Protection Legislation.

18.5 Agency Worker agrees Agency, Customer or anyone processing data on behalf of Agency or Customer, may transfer Personal Data relating to Agency Worker and/or the Services outside the United Kingdom.

18.6 Notwithstanding Clauses 18.2 and 18.3, in the event of a suspected or actual Personal Data breach, Agency Worker will promptly (at its own expense) provide such information, assistance and cooperation and do such things as Agency and/or Customer may request to investigate and defend any claim, mitigate or rectify such breach and prevent future breaches.

18.7 Agency Worker will not, release or publish any information or details concerning any Personal Data breach without the prior written approval of Agency and/or Customer. 

19. NOTICES

19.1 Any notices pursuant to this Agreement shall be given in writing, including by email. Notice will be served when received. In the event of any dispute as to the date of service, notice will be considered served under this Agreement to the Agency on the working day following the day of posting if it has been sent by recorded or first-class post to the Agency’s registered office. Notice will be considered served under the Agreement to the Agency Worker on the working day following the date of posting if it has been sent by recorded or first-class post to the address specified by the Agency Worker either in this Agreement or another address as may have been notified to the Agency. For the purposes of this Clause 19.1, any party wishing to serve notice by e-mail shall use the e-mail address set out in the Assignment Schedule or such e-mail address as has been used in previous recent e-mail correspondence between the parties. Notices sent by email shall be deemed received forthwith upon sending unless notice of rejection is received from an email provider. 

20. WARRANTIES AND INDEMNITIES

20.1 The Agency Worker shall indemnify and keep indemnified the Agency and the Customer against all Losses which the Agency may suffer, sustain, incur, pay or be put to arising from or in connection with:

20.1.1 any failure by the Agency Worker to comply with its obligations under this Agreement;

20.1.2 any negligent or fraudulent act or omission by the Agency Worker;

20.1.3 the disclosure by the Agency Worker of any Confidential Information;

20.1.4 any employment-related claim brought by the Agency Worker in connection with the Assignment; or

21. SEVERABILITY

21.1 If any term of this Agreement is held by any court to be wholly or partially void, invalid or unenforceable, such terms shall be severed from the body of this Agreement (which shall continue to be valid and enforceable to the fullest extent permitted by law).

20.1.5 the infringement by the Agency Worker of the Agency’s or Customers’ Intellectual Property Rights. 

22. WAIVER

22.1 Any failure by Agency to enforce at any particular time any one or more of its rights under this Agreement will not be deemed a waiver of such rights or of the right to enforce this Agreement subsequently. 

23. NO PARTNERSHIP OR AGENCY

23.1 Nothing in this Agreement shall create or be deemed to create any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party. 

24. THIRD PARTY RIGHTS

24.1 No provision of this Agreement will be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999 ("the Act") except that the Customer and their Affiliates may enforce any provision of this Agreement that confers a benefit upon them.   

25. VARIATION

25.1 No variation or alteration to this Agreement will be valid unless the details of such variation are agreed between the Agency and the Agency Worker and set out in writing and signed by both parties. 

26. FORCE MAJEURE

26.1 Neither party shall be liable to the other party for any delay or non-performance of its obligations under the Agreement resulting from causes beyond its reasonable control including but not limited to, acts of God, fire, flood, earthquake, or other natural disaster, terrorist attack, civil commotion or pandemic. 

27. SUB-CONTRACTING AND ASSIGNMENT

27.1 The Agency Worker shall not assign, charge or otherwise deal with its rights or obligations under this Agreement, or attempt to do any such things, without the prior written consent of the Agency (such consent not to be unreasonably withheld or delayed). The Agency may sub-contract any of its obligations under this Agreement. 

28. ORDER OF PRECEDENCE

28.1 If there is a conflict between the Terms and the Assignment Schedule, the Terms will take precedence save where expressly provided for within the Terms or where additional terms/conditions or variations are expressly stated within the Assignment Schedule or as otherwise agreed in writing by the parties. 

29. TRADE UNION

29.1 The Agency Worker has the right to join a trade union and to take part in trade union activities in accordance with applicable laws. 

30. ENTIRE AGREEMENT

30.1 This Agreement constitutes the entire agreement between the Agency and the Agency Worker, and it supersedes all previous agreements between the parties in relation to the subject matter hereof and governs all Assignments undertaken by the Agency Worker. 

31. GOVERNING LAW

31.1 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 laws of England and Wales. 

32. JURISDICTION 3

2.1 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.  

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