Contents:
The Parties
Recitals
1. Definitions and interpretation
2. The Agreement
3. Relationship between the Employment Business and the Agency Worker / Intermediary and between the Hirer and
the Agency Worker / Intermediary
4. Warranties provided by the Agency Worker / Intermediary
5. The Agency Worker / Intermediary’s obligations
6. The Employment Business’s obligations
7. Timesheets and invoicing
8. Agency Worker / Intermediary Fees
9. Term and Termination
10. Intellectual property rights
11. Confidentiality
12. Computer Equipment Warranty
13. Contract Monitoring and Audits
14. Liability
15. Indemnity
16. Severability
17. Notices
18. Rights of Third parties
19. Governing Law and Jurisdiction
THE PARTIES
(1)
Agency Worker Print Name : __________________________________
(“the Agency Worker / Intermediary Business”)

(2) Intepid Global Ltd (“the Employment Business”)

RECITALS
(A) The Agency Worker carries on the business of the provision of the services and has agreed to provide the
services via the Agency Worker / Intermediary specified in the relevant Assignment Details.
(B) The Employment Business has requested the Agency Worker / Intermediary and the Agency Worker /
Intermediary has agreed with the Employment Business, to supply the Agency Worker / Intermediary Services
to the Hirer on the terms and subject to the conditions of this Agreement.

1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement the following definitions apply:
“Agency Worker” means such of the Agency Worker / Intermediary’s employees,
agency workers, officers or representatives supplied to provide
the Agency Worker / Intermediary Services;
“Assignment” means the Agency Worker / Intermediary Services to be
performed by the Agency Worker for a period of time during
which the Agency Worker / Intermediary is supplied by the
Employment Business to the Hirer;

“Assignment Details Form” means written confirmation of the Assignment details set out in

clause 6.2;

“AWR” means the Agency Workers Regulations 2010
“AWR Regulation 10 Contract of
Employment”

means a permanent contract of employment between the
Agency Worker / Intermediary and the Agency Worker that
satisfies the requirements of Regulation 10 of the AWR;
“Calendar Week” means any period of seven days Sunday – Saturday unless

stated otherwise

“Companies Acts” means the Companies Acts 1985, 1989 and 2006;
Conditions of Liability means one of the conditions of liability set out in Sections 51 to

53 ITEPA;

“Conduct Regulations” means the Conduct of Employment Agencies and Employment

Businesses Regulations 2003

“Confidential Information” shall mean any and all confidential commercial, financial,
marketing, technical or other information or data of whatever
nature relating to the Hirer or Employment Business or their
business or affairs (including but not limited to this Agreement,
data, records, reports, agreements, software, programs,
specifications, know-how, trade secrets and other information
concerning the Assignment) in any form or medium whether
disclosed or granted access to, whether in writing, orally or by
any other means, provided to the Agency Worker /
Intermediary or any third party in relation to the Assignment by
the Hirer or the Employment Business or by a third party on
behalf of the Hirer whether before or after the date of this
Agreement together with any reproductions of such
information in any form or medium or any part(s) of such
information;

“Control” means (a) the legal or beneficial ownership, directly or
indirectly, of more than 50% of the issued share capital or
similar right of ownership; or (b) the power to direct or cause
the direction of the affairs and/or general management of the
company, partnership, statutory body or other entity in
question, whether through the ownership of voting capital, by
contract or otherwise, and “Controls” and “Controlled” shall be
construed accordingly;

“Data Protection Laws” means the Data Protection Act 2018, the General Data
Protection Regulation (EU 2016/679) and any applicable
statutory or regulatory provisions in force from time to time
relating to the protection and transfer of personal data;
“Engagement” means the engagement (including the Agency Worker /
Intermediary’s and/or the Agency Worker’s acceptance of the
Client’s offer), employment or use of the Agency Worker /
Intermediary and/or any Agency Worker by the Hirer or by any
third party to whom the Agency Worker / Intermediary and/or
any Agency Worker have been introduced by the Hirer, directly
or indirectly, on a permanent or temporary basis, whether
under a contract of service or for services, an agency, license,
franchise or partnership arrangement, or any other
engagement, and “Engage”, “Engages” and “Engaged” shall be
construed accordingly;

“First Assignment” means:

(a) the relevant Assignment; or
(b) if, prior to the relevant Assignment:
i. the Agency Worker has worked in any assignment in

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the same role with the relevant Hirer as the role in
which the Agency Worker works in the relevant
Assignment; and
ii. the relevant Qualifying Period commenced in any
such assignment,
that assignment (an assignment being (for the purpose of this
defined term) a period of time during which the Agency Worker
is supplied by one or more Temporary Work Agencies to the
relevant Hirer to work temporarily for and under the
supervision and direction of the relevant Hirer);

“Hirer” means 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 Agency Worker / Intermediary is
supplied or Introduced requiring the Agency Worker /
Intermediary Services;

“Hirer’s Group” means (a) any individual, company, partnership, statutory body
or other entity which from time to time Controls the Hirer,
including (but not limited to) as a holding company as defined
in section 1159 of the Companies Act 2006; and (b) any
company, partnership, statutory body or other entity which
from time to time is Controlled by or is under common Control
with the Hirer, including (but not limited to) as a subsidiary or
holding company as defined in section 1159 of the Companies
Act 2006;

“Agency Worker / Intermediary
Fees”

means the fees payable to the Agency Worker / Intermediary
for the provision of the Agency Worker / Intermediary Services,
as set out in the relevant Assignment Details Form;

“IR35 Legislation” means Chapter 8 of Part 2 of ITEPA;
“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003;
“Losses” means all losses, liabilities, damages, costs, expenses, fines,
penalties or interest whether direct, indirect, special or
consequential (including, without limitation, any economic loss
or other loss of profits, business or goodwill, management time
and reasonable legal fees) and charges, including such items
arising out of or resulting from actions, proceedings, claims and
demands and “Loss” shall be construed accordingly;
“Minimum Rate” means National Minimum Wage being the minimum rate of pay
that the Employment Business reasonably expects to achieve,
for all hours worked by the Agency Worker / Intermediary;

“MSC Legislation” means Chapter 9 of Part 2 of ITEPA;
“NICs Legislation” means the Social Security (Categorisation of Earners)

Regulations 1978

“Period of Extended Hire” means any additional period that the Hirer wishes the Agency
Worker / Intermediary to be supplied for beyond the duration
of the original assignment or series of assignments as an
alternative to paying a Transfer Fee;

“Qualifying Period” means 12 continuous Calendar Weeks during the whole or part
of which the Agency Worker is supplied by one or more
Temporary Work Agencies to the relevant Hirer to work
temporarily for and under the supervision and direction of the
relevant Hirer in the same role, and as further defined in the
Worker Assignment Schedule to this Agreement;

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“Relevant Period” means whichever ends the later of (a) the period of 8 weeks
commencing on the day after the last day on which the Agency
Worker / Intermediary worked for the Hirer having been
supplied by the Employment Business; or (b) the period of 14
weeks commencing on the first day on which the Agency
Worker / Intermediary worked for the Hirer having been
supplied by Employment Business; or 14 weeks from the first
day of the most recent Assignment where there has been a
break of more than 6 weeks (42 days) since any previous
assignment;

“Relevant Terms and Conditions” means terms and conditions relating to:

(a) pay;
(b) the duration of working time;
(c) night work;
(d) rest periods;
(e) rest breaks; and
(f) annual leave
that are ordinarily included in the contracts of employees or
workers (as appropriate) of the Hirer whether by collective
agreement or otherwise and including (for the avoidance of
doubt and without limitation) such terms and any basic working
and employment conditions that have become contractual by
virtue of custom and practice, including copies of all relevant
documentation;

“Reporting Requirements” means the requirements of the Income Tax (Pay as You Earn)

(Amendment No. 2) Regulations 2015;

“Specified Agency Worker /
Intermediary”

means the party required to submit the report to HMRC in
compliance with the Reporting Requirements;

“Temporary Work Agency” means as defined in the Worker Assignment Schedule to this

Agreement;

“Transfer Fee” means a fee payable by the Hirer to the Employment Business if
the Hirer or any third party wishes to Engage the Agency
Worker / Intermediary, as permitted by Regulation 10 of the
Conduct Regulations;

“Transparency Regulations” means the Modern Slavery Act 2015 (Transparency in Supply

Chains) Regulations 2015;

“Type of Work” means Driving or Drivers Mate or Warehouse
1.2. Unless the context requires otherwise 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.
1.4. Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time
amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether
before or after the date of this Agreement) and all subordinate legislation made (before or after this Agreement)
under it from time to time.

2. THE AGREEMENT
2.1. This Agreement together with the documents held within the Agency Registration pack and attached Worker
Assignment Schedule and any applicable Assignment Details constitutes the entire agreement (“the
Agreement”) between the Employment Business and the Agency Worker for the supply of the Services to the
Hirer and shall govern all Assignments undertaken by the Agency Worker / Intermediary. However, no contract
shall exist between the Employment Business and the Agency Worker / Intermediary or Agency Worker
between Assignments. This Agreement shall prevail over any terms put forward by the Agency Worker /
Intermediary.

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2.2. During an Assignment the Agency Worker or Agency Worker / Intermediary will be engaged on a contract for
services by the Employment Business on the terms set out in this Agreement. For the avoidance of doubt this
Agreement shall not be construed as a contract of employment between any Agency Worker or any
representative of the Agency Worker / Intermediary supplied to carry out the Assignment and either the
Employment Business or the Hirer, and any of the liabilities of an employer arising out of the Assignment shall
be the liabilities of the Agency Worker / Intermediary.
2.3. No variation or alteration to this Agreement shall be valid unless the details of such variation are agreed
between the Employment Business and the Agency Worker / Intermediary and set out in writing and a copy of
the varied terms is given to the Agency Worker / Intermediary no later than 5 business days following the day on
which the variation was made stating the date on or after which such varied terms shall apply.
2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment
Agencies Act 1973 (as amended) when introducing or supplying the Agency Worker / Intermediary for
Assignments with its Hirers.

3. RELATIONSHIP BETWEEN THE EMPLOYMENT BUSINESS AND THE AGENCY WORKER / INTERMEDIARY AND BETWEEN
THE HIRER AND THE AGENCY WORKER / INTERMEDIARY
3.1. The Employment Business will endeavour to obtain suitable Assignments for the Agency Worker / Intermediary
performing the agreed Type of Work. The Agency Worker / Intermediary shall not be obliged to accept an
Assignment offered by the Employment Business.
3.2. The Agency Worker Intermediary acknowledges that the nature of temporary work means that there may be
periods when no suitable work is available and agrees that:
3.2.1. suitability of the work to be offered shall be determined solely by the Employment Business;
3.2.2. the Employment Business shall incur no liability to the Agency Worker / Intermediary (or an Agency
Worker) should it fail to offer opportunities to work to the Agency Worker / Intermediary.
3.3. The Agency Worker / Intermediary acknowledges to the Employment Business that its services are supplied to
the Employment Business as an independent contractor and that accordingly the responsibility of complying
with all statutory and legal requirements relating to the Agency Worker (including but not limited to matters of
taxation and compliance with the immigration laws applicable to the jurisdiction in which the Agency Worker /
Intermediary Services are provided) shall fall upon and be discharged wholly and exclusively by the Agency
Worker / Intermediary.
3.4. Nothing in this Agreement shall render any Agency Worker an employee or worker of either the Employment
Business or the Hirer. The Agency Worker / Intermediary shall ensure that the Agency Worker does not hold
him/herself out as an employee or worker of either the Employment Business or the Hirer. In the event that any
person should seek to establish any liability or obligation upon the Employment Business on the grounds that
the Agency Worker is an employee or worker of the Employment Business or the Hirer, the Agency Worker /
Intermediary shall upon demand indemnify the Employment Business and keep it indemnified in respect of any
such liability or obligation and any related Losses which the Employment Business or Hirer shall incur.
3.5. If before or during an Assignment or during the Relevant Period the Hirer wishes to Engage the Agency Worker /
Intermediary or any Agency Worker directly or through another employment business, the Agency Worker /
Intermediary acknowledges that the Employment Business will be entitled either to charge the Hirer a Transfer
Fee or to agree to a Period of Extended Hire with the Hirer at the end of which the Agency Worker /
Intermediary or the Agency Worker (as appropriate) may be Engaged directly by the Hirer or through another
employment business without further charge to the Hirer. In addition the Employment Business will be entitled
to charge a Transfer Fee to the Hirer if the Hirer introduces the Agency Worker / Intermediary or any Agency
Worker to a third party (other than another employment business) who subsequently Engages the Agency
Worker / Intermediary or any Agency Worker before or during an Assignment or within the Relevant Period.
3.6. If the Agency Worker has completed the Qualifying Period on the start date of the relevant Assignment or
following completion of the Qualifying Period during the relevant Assignment, and if the Agency Worker is
entitled to any terms and conditions relating to the duration of working time, night work, rest periods, rest
breaks and/or holiday pay under the AWR which are different and preferential to rights and entitlements
relating to the same under the WTR, any such terms and conditions will be as set out in the relevant Assignment
Details Form or any variation to the relevant Assignment Details Form (as appropriate) and the Agency Worker /
Intermediary will give the Agency Worker any such entitlements.
3.7. As a Temporary Work Agency, the Agency Worker / Intermediary will notify the Employment Business as soon as
possible prior to the commencement of the First Assignment under this Agreement if the Agency Worker has an
AWR Regulation 10 Contract of Employment and shall provide a copy of that contract on request from the
Employment Business. The Agency Worker / Intermediary will also notify the Employment Business

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immediately if and when any such contract is terminated.
3.8. As a Temporary Work Agency, the Agency Worker / Intermediary will comply with the AWR in all relevant
respects.
3.9. Save to the extent any Losses result from any act or omission of the Employment Business or the Hirer, the
Agency Worker / Intermediary shall indemnify and keep indemnified the Employment Business (or, as the case
may be, the Hirer) against any Losses the Employment Business (or the Hirer) may suffer or incur as a result of
any claim made by or on behalf of the Agency Worker under the AWR.
4. WARRANTIES PROVIDED BY THE AGENCY WORKER / INTERMEDIARY
4.1. The Agency Worker / Intermediary warrants to the Employment Business that:
4.1.1. by entering into and performing its obligations under this Agreement it will not thereby be in breach of
any obligation which it owes to any third party;
4.1.2. the Agency Worker has the necessary skills and qualifications to provide the Agency Worker /
Intermediary Services;
4.1.3. the Agency Worker / Intermediary and the Agency Worker providing the Agency Worker /
Intermediary Services have not opted out of the Conduct Regulations and that the Agency Worker /
Intermediary will only supply Agency Workers to perform the Agency Worker / Intermediary Services
who have not opted out of the Conduct Regulations;
4.1.4. the Agency Worker / Intermediary is a personal service company but that it is not a ‘managed service
company’ as defined in either section 61B or s339A of ITEPA and is not in breach of either the IR35
Legislation or the MSC Legislation;
4.1.5. the remuneration receivable by the Agency Worker in consequence of providing his/her services
constitutes employment income of the Agency Worker apart from Chapter 7 ITEPA;
4.1.6. the Agency Worker / Intermediary will comply at all times with ITEPA and the NICs Legislation
including in particular in relation to the deduction of the appropriate PAYE and national insurance
deductions.
4.1.7. the Agency Worker / Intermediary is incorporated in the UK
4.1.8. the Agency Worker / Intermediary will pay the Agency Worker only into a nominated UK bank account
in the Agency Worker’s name;
4.1.9. all information the Agency Worker / Intermediary provides to the Employment Business in order to
comply with the Reporting Requirements is complete and accurate.
4.1.10. the Agency Worker / Intermediary and the Agency Worker will comply with the Data Protection Laws.

5. THE AGENCY WORKER / INTERMEDIARY’S OBLIGATIONS
5.1. The Agency Worker / Intermediary agrees on its own part and on behalf of the Agency Worker as follows:
5.1.1. to co-operate with the Hirer’s reasonable instructions and accept the direction of any responsible
person in the Hirer’s organisation within the scope of the Assignment;
5.1.2. to observe any relevant rules and regulations of the Hirer’s establishment or the premises where the
Agency Worker / Intermediary Services are being performed to which attention has been drawn or
which the Agency Worker / Intermediary might reasonably be expected to ascertain including but not
limited to those relating to health and safety to the extent that they are reasonably applicable to the
Agency Worker / Intermediary and the Agency Worker;
5.1.3. to take all reasonable steps to safeguard its own safety, the safety of the Agency Worker and the
safety of any other person who may be affected by the actions of the Agency Worker whilst on the
Assignment;
5.1.4. to comply with the Data Protection Laws in respect of any personal data which the Agency Worker /
Intermediary is granted access to for the purpose of or by reason of the performance of the Agency
Worker / Intermediary Services;
5.1.5. not at any time to divulge to any person, nor use for its own or any other person’s benefit, any
Confidential Information relating to the Hirer’s or the Employment Business’s employees, business
affairs, transactions or finances;
5.1.6. not to engage in any conduct detrimental to the interests of the Employment Business and/or the
Hirer which includes any conduct which could bring the Employment Business and/or the Hirer into
disrepute and/or which results in the loss of custom or business by either the Employment Business or
the Hirer;
5.1.7. not to commit any act or omission constituting unlawful discrimination against or harassment of any
member of the Employment Business’s or the Hirer’s staff;

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5.1.8. not to sub-contract or assign to any third party any of the Agency Worker / Intermediary Services
which it is required to perform under any Assignment;
5.1.9. to provide the Hirer and/or the Employment Business with any progress reports as may be requested
from time to time;
5.1.10. to notify the Employment Business forthwith in writing if it should become insolvent
5.1.11. to provide the Employment Business with all such information it may require to comply with (a) the
Reporting Requirements where it is the Specified Agency Worker / Intermediary or (b) any contractual
obligations the Employment Business has to provide information to the Specified Agency Worker /
Intermediary (where it is a party other than the Employment Business) to enable the Specified Agency
Worker / Intermediary to comply with its Reporting Requirements;
5.1.12. to notify the Employment Business in writing immediately if it becomes subject to a HMRC
investigation or compliance activity including but not limited to any of ITEPA, the NICs legislation or
VAT legislation;
5.1.13. to provide the Employment Business with a copy of the terms under which the Agency Worker /
Intermediary has engaged the Agency Worker;
5.1.14. to provide the Employment Business on request, with any information required to comply with
Transparency Regulations; and
5.1.15. to update the Employment Business promptly where any of the information is required.
5.1.16. shall not provide its services in a manner which can in any way be proved to be negligent, careless or
non-compliant to the instructions provided by the client. This specifically applies to (but not solely
including) driving the vehicle, parking fines, damages to client property, or/& 3rd party or public
property.

5.2. As soon as possible prior to the commencement of each Assignment and during each Assignment (as
appropriate) and at any time at the Employment Business’s request, the Agency Worker / Intermediary
undertakes to:
5.2.1. inform the Employment Business of any Calendar Weeks in the 24 months immediately preceding the
start of the Assignment and/or during the relevant Assignment in which the Agency Worker has
worked in the same or a similar role with the relevant Hirer via any third party and which the Agency
Worker / Intermediary and/or the Agency Worker believes count or may count toward the Qualifying
Period; and
5.2.2. provide the Employment Business with all the details of such work, including (without limitation)
details of where, when and the period(s) during which such work was undertaken, and any other
details requested by the Employment Business; and
5.2.3. inform the Employment Business if, in the 24 months immediately preceding the start of the
Assignment and/or during the relevant Assignment, the Agency Worker has:
5.2.3.1. completed two or more assignments with the Hirer;
5.2.3.2. completed at least one assignment with the Hirer and one or more earlier assignments

with any member of the Hirer’s Group; and/or

5.2.3.3. worked in more than two roles during an assignment with the Hirer and on at least two

occasions worked in a role that was not the same role as the previous role.

5.3. If the Agency Worker is unable for any reason to provide their Services during the course of an Assignment, the
Agency Worker should inform the Employment Business as soon as possible, but in any event no later than 24
hours prior to the commencement time of the Assignment or shift.
5.4. If, either before or during the course of an Assignment, the Agency Worker / Intermediary becomes aware of
any reason why it or the Agency Worker supplied to perform the Services may not be suitable for an
Assignment, the Agency Worker / Intermediary shall notify the Employment Business without delay.

6. THE EMPLOYMENT BUSINESS’S OBLIGATIONS
6.1. Throughout the term of this Agreement the Employment Business will pay the Agency Worker / Intermediary at
least the Minimum Wage Rate in respect of the provision of the Agency Worker / Intermediary Services. The
actual Agency Worker / Intermediary Fees will be notified to the Agency Worker / Intermediary on a per
Assignment basis.
6.2. At the same time as an Assignment is offered to the Agency Worker / Intermediary the Employment Business
shall provide the Agency Worker / Intermediary with an Assignment Details setting out the following:
6.2.1. the identity of the Hirer, and if applicable the nature of their business;
6.2.2. the date the Assignment is to commence and the duration or likely duration of the Assignment;
6.2.3. the type of work, location and hours during which the Agency Worker / Intermediary would be
required to provide the Agency Worker / Intermediary Services;

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6.2.4. the Agency Worker pay rate and any expenses payable by or to the Agency Worker;
6.2.5. any risks to health and safety known to the Hirer in relation to the Assignment and the steps the Hirer
has taken to prevent or control such risks; and
6.2.6. what experience, training, qualifications and any authorisation required by law or a professional body
the Hirer considers necessary or which are required by law to work in the Assignment.

6.3. 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:
6.3.1. the Agency Worker / Intermediary is being offered an Assignment in the same position as one in which
the Agency Worker / Intermediary had previously been supplied within the previous 5 business days
and such information has already been given to the Agency Worker / Intermediary; or
6.3.2. subject to clause 6.4, the Assignment is intended to last for 5 consecutive business days or less and
such information has previously been given to the Agency Worker / Intermediary and remains
unchanged, the Employment Business needs only to provide written confirmation of the identity of
the Hirer and the likely duration of the Assignment.

6.4. Where the provisions of clause 6.3.2 are met but the Assignment extends beyond the intended 5 consecutive
business day period, the Employment Business shall provide such information set out in clause 6.2 to the Agency
Worker / Intermediary in paper or electronic form within 8 days of the start of the Assignment.

7. TIMESHEETS AND INVOICING
7.1. At the end of each week of an Assignment (or at the end of the Assignment where an Assignment is for a period
of less than 1 week or is completed before the end of a week) the Agency Worker shall deliver to the
Employment Business the Employment Business’s timesheet duly signed for the Hirer and completed to indicate
the number of hours worked by the Agency Worker during the preceding week signed by an authorised
representative of the Hirer. Such signed timesheet should bear the name of the Agency Worker. In order to
ensure prompt payment, the Employment Business should receive the signed timesheet no later than Monday
at 9am following the week to which it relates.
7.2. Subject to clause 7.3 the Employment Business shall pay the Agency Worker / Intermediary for all hours worked
regardless of whether the Employment Business has received payment from the Hirer for those hours.
7.3. Where the Agency Worker / Intermediary fails to submit a properly authenticated timesheet the Employment
Business shall, in a timely fashion, conduct further investigations into the hours claimed by the Agency Worker
and the reasons, if any, that the Hirer has refused to sign a timesheet in respect of those hours. This may delay
any payment due to the Agency Worker / Intermediary.

8. PAYING THE AGENCY WORKER / INTERMEDIARY
8.1. Subject to the receipt of the Agency Worker signed timesheet in accordance with clause 7 above, and the
Agency Worker / Intermediary’s compliance with this Agreement, the Employment Business will pay the Agency
Worker / Intermediary Fees within 7 days of receipt of the Agency Worker / Intermediary’s signed timesheet.
8.2. Subject to clause 8.7, if and when the Agency Worker completes the Qualifying Period the Employment Business
reserves the right to vary the Agency Worker / Intermediary pay rate if there is any variation in the Relevant
Terms and Conditions. Any such variation will be as set out in a variation to the relevant Assignment Details and
discussed with the Agency Worker.
8.3. The Agency Worker / Intermediary shall be responsible for the deduction of any PAYE Income Tax and National
Insurance Contributions and any other taxes and deductions payable in respect of the Agency Worker for any
Assignment.
8.4. All payments due from the Employment Business will be made to the Intermediary and not to any third party or
the Agency Worker.
8.5. The Employment Business shall not be obliged to pay the Agency Worker for any periods during which the
Agency Worker Services are not provided, whether this is due to the Agency Worker / Intermediary being
unable to provide the Agency Worker / Intermediary Services or where the Hirer does not require the Agency
Worker / Intermediary Services or otherwise in respect of annual leave illness or absence of the Agency Worker.
8.6. The Agency Worker / Intermediary shall bear the cost of any training which the Agency Worker may require in
order to perform the Agency Worker / Intermediary Services.
8.7. Clauses 8.2 will not apply where the Agency Worker is employed on an AWR Regulation 10 Contract of
Employment.
8.8. Please note for the avoidance of doubt that the pay rate provided by the Employment Business, (as set out in
the Worker Assignment Schedule or any communication from the Employment Business), is inclusive of holiday
pay unless stated otherwise.

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9. TERM AND TERMINATION
9.1. Either of the Employment Business or the Agency Worker / Intermediary may terminate the Assignment in
writing at any time without prior notice or liability.
9.2. Notwithstanding clauses 9.1 and 9.3 of this Agreement, the Employment Business may without notice and
without liability instruct the Agency Worker / Intermediary to cease work on an Assignment at any time.
9.3. The Agency Worker / Intermediary acknowledges that the continuation of an Assignment is subject to and
conditioned by the continuation of the contract entered into between the Employment Business and the Hirer.
In the event that the contract between the Employment Business and the Hirer is terminated for any reason the
Assignment shall cease with immediate effect without liability to the Agency Worker / Intermediary.
9.4. Failure by the Agency Worker to give notice of termination as required in Clause 9.1 shall constitute a breach of
contract and shall entitle the Employment Business to claim damages from the Agency Worker for any resulting
Losses suffered by the Employment Business.

10. INTELLECTUAL PROPERTY RIGHTS
The Agency Worker / Intermediary acknowledges that all copyright, trademarks, patents and other intellectual property
rights deriving from the Agency Worker / Intermediary Services carried out by the Agency Worker / Intermediary and the
Agency Worker for the Hirer during the Assignment shall belong to the Hirer. Accordingly, the Agency Worker /
Intermediary shall (and shall procure that the Agency Worker shall) execute all such documents and do all such acts as the
Employment Business shall from time to time require in order to give effect to its rights pursuant to this clause.
11. CONFIDENTIALITY
11.1. In order to protect the confidentiality and trade secrets of any Hirer and the Employment Business and without
prejudice to every other duty to keep secret all information given to it or gained in confidence the Agency
Worker / Intermediary agrees on its own part and on behalf of the Agency Worker as follows:
11.1.1. not at any time whether during or after an Assignment (unless expressly so authorised by the Hirer or
the Employment Business as a necessary part of the performance of its duties) to disclose to any
person or to make use of any of the trade secrets or the Confidential Information of the Hirer or the
Employment Business with the exception of information already in the public domain;
11.1.2. to deliver up to the Hirer or the Employment Business (as directed) at the end of each Assignment all
documents and other materials belonging to the Hirer (and all copies) which are in its possession
including documents and other materials created by it or the Agency Worker during the course of the
Assignment; and
11.1.3. not at any time to make any copy, abstract, summary or précis of the whole or any part of any
document or other material belonging to the Hirer except when required to do so in the course of its
duties under an Assignment in which event any such item shall belong to the Hirer or the Employment
Business as appropriate.

12. LIABILITY
12.1. The Agency Worker shall:
12.1.1. be liable for any losses or injury to any party resulting from the
12.1.2. deliberate and/or negligent acts or omissions of the Agency Worker during an Assignment; and
12.2. acknowledge that any breach of its obligations set out in Clause 5 may cause the Employment Business to suffer
loss and that the Employment Business reserves the right to recover such losses from the Agency Worker by way of set off or
deduction from any sums owed by the Employment Business to the Agency Worker.
13. INDEMNITY
The Agency Worker / Intermediary shall indemnify and keep indemnified the Employment Business against any Losses
suffered or incurred by the Employment Business by reason of any proceedings, claims or demands by the Agency
Worker, the Hirer or any third party arising out of any non-compliance with, and/or as a result of, any breach of this
Agreement or the Data Protection Laws by either the Agency Worker / Intermediary or the Agency Worker.
14. SEVERABILITY
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

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fullest extent permitted by applicable laws.
15. NOTICES
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.

16. RIGHTS OF THIRD PARTIES
16.1. Save as set out in clause 16.2, none of the provisions of this Agreement is intended to be for the benefit of or
enforceable by third parties and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.
16.2. The Hirer shall be entitled to rely on and enforce the indemnities in clause 3.9 given by the Agency Worker /
Intermediary in favour of the Hirer, notwithstanding that the Hirer is not a party to this Agreement.

17. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the law of England & Wales/Scotland/Northern Ireland and is subject to the exclusive
jurisdiction of the Courts of England & Wales/Scotland/Northern Ireland

I certify that to the best of my knowledge, the information I have given is complete and correct and I understand that any misrepresentation of facts herein is ground for immediate dismissal and renders me liable for prosecution. Furthermore I hereby authorise the company to approach any former employers to veify the information provided by me and if required, I will supply a statutory decleration.