1.1. In this Contract:
Agency Worker means the individual to be supplied to the Client by Skilled Careers, as specified in the registration form
Agreed Deductions means an amount in respect of (i) any prior overpayment made to the Agency Worker (ii) the replacement or repair cost of any Skilled Careers or Client property which is lost, damaged or not returned by the Agency Worker in accordance with this Contract and (iii) any other deduction which the Agency Worker agrees can be made from their remuneration from time to time;
Assignment means the period in which the Agency Worker is supplied to the Client to carry out a temporary role;
Assignment Schedule means written confirmation of the assignment details to be given to the Agency Worker upon acceptance of the Assignment;
AWR means the Agency Workers Regulations 2010;
Client means the person, firm or corporate body (together with any subsidiary or associated person, firm or corporate body) to which the Agency Worker is supplied or introduced;
Conduct Regulations means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;
Confidential Information means all commercial, financial, marketing, technical or other information, knowhow or data of whatever nature relating to the Client or Skilled Careers and their business or affairs, in any form or medium whatsoever, which is provided to the Agency Worker or which the Agency Worker becomes aware of during an Assignment;
Contract means this document, together with the Assignment Schedule;
Data Protection Laws means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998;
Deductions means any deductions which Skilled Careers may be required by law to make and in particular in respect of PAYE pursuant to Sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003, Class 1 National Insurance Contributions and, where applicable, pension contributions;
Emoluments means any remuneration in addition to the Qualifying Rate of Pay;
Engagement means the engagement, employment or use of the Agency Worker by the Client or any third party to whom the Agency Worker has been introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services, or through a company of which the Agency Worker is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;
Intellectual Property means all copyright, trademarks, patents, design rights and other intellectual property rights arising anywhere in the world, whether registrable or not, together with any registration rights in respect of the same;
Intermediary means an umbrella company or other intermediary company by which the Agency Worker is engaged for the purpose of carrying out an Assignment;
Leave Year means the calendar year from 1 January to 31 December;
Period of Extended Hire means any additional period that the Client wishes the Agency Worker 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 Client to work temporarily for and under the supervision and direction of the Client in the same role;
Qualifying Rate of Pay means the rate of pay which will be paid to the Agency Worker upon completion of the Qualifying Period, subject to Deductions and any Agreed Deductions, as set out in any variation to the Assignment Schedule;
Rate of Pay means the rate of pay which will be paid for each hour or day worked during an Assignment prior to completion of the Qualifying Period, subject to Deductions and Agreed Deductions;
Relevant Period means (a) the period of 8 weeks commencing on the day after the last day on which the Agency Worker worked for the Client having been supplied by Skilled Careers; or (b) the period of 14 weeks commencing on the first day on which the Agency Worker worked for the Client having been supplied by Skilled Careers 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;
Skilled Careers means Skilled Careers Limited (Registered in England & Wales No. 06828018) of 7 Bishopsgate, London EC2N 3AR;
Transfer Fee means the fee payable by the Client to Skilled Careers in accordance with clause 4.4, as permitted by Regulation 10 of the Conduct Regulations;
Type of Work means the work specified by the Agency Worker in the Skilled Careers’ registration form; and
WTR means the Working Time Regulations 1998.
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 in this Contract 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 Contract) and all subordinate legislation made from time to time.
2. NATURE OF THE CONTRACT
2.1. This Contract constitutes a Contract for Services between Skilled Careers and the Agency Worker for the supply of services to the Client and shall apply to all Assignments undertaken by the Agency Worker through Skilled Careers, subject to clause 3 and any variation to this Contract which may be made by Skilled Careers from time to time in accordance with clause 2.5.
2.2. This Contract represents the entire agreement between Skilled Careers and the Agency Worker and shall prevail over any other terms proposed by the Agency Worker.
2.3. This Contract shall not give rise to any employment relationship between Skilled Careers and the Agency Worker and there is no intention for any mutuality of obligation to exist between the parties at any time. For the avoidance of doubt, the Agency Worker shall not be engaged by Skilled Careers between assignments.
2.4. The Agency Worker is engaged as a worker, and is entitled to certain statutory rights, but nothing in this Contract shall be construed as giving the Agency Worker any rights which are specific to employees.
2.5. No variation or alteration to this Contract shall be valid if made during the course of an Assignment unless the details of such variation are agreed between Skilled Careers and the Agency Worker and set out in writing and a copy of the varied terms is given to the Agency Worker 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.
2.6. For the purposes of the Conduct Regulations, Skilled Careers shall act as an Employment Business.
3. ENGAGEMENT THROUGH AN INTERMEDIARY
3.1. If the Agency Worker, or an approved Intermediary acting on behalf of the Agency Worker, notifies Skilled Careers that the Agency Worker wishes to be engaged through an Intermediary for the purposes of carrying out an Assignment, this clause 3 shall apply.
3.2. During any period that clause 3.1 applies:
3.2.1. the Agency Worker’s contract for carrying out the relevant Assignment shall be with the Intermediary;
3.2.2. only clauses 1, 3, 11, 12, 13 and 16 of this Contract shall be effective; and
3.2.3. the Intermediary, rather than Skilled Careers, shall be responsible for making all payments to the Agency Worker, including any payments of holiday pay and Statutory Sick Pay.
3.3. Skilled Careers may decline to engage the Agency Worker through an Intermediary if such Intermediary has not been approved by Skilled Careers. In such circumstances, the Agency Worker shall select an alternative Intermediary which has been approved by Skilled Careers.
3.4. The Agency Worker shall not be engaged on a self-employed basis directly or through any Intermediary without Skilled Careers’ prior written consent, such consent to be granted at Skilled Careers’ entire discretion.
4.1. Skilled Careers will endeavour to identify and offer Assignments for the Agency Worker to carry out the Type of Work but Skilled Careers shall be under no obligation to do so and the Agency Worker shall be under no obligation to accept any Assignment offered by Skilled Careers.
4.2. The Agency Worker acknowledges that there may be periods when no suitable work is available and agrees that:
4.2.1. the decision as to whether to offer any particular Assignment to the Agency Worker shall be determined solely by Skilled Careers;
4.2.2. Skilled Careers shall have no liability to the Agency Worker if Skilled Careers fails to offer any Assignments to the Agency Worker; and
4.2.3. the Agency Worker is entitled to register with and accept assignments with any other Skilled Careers provided that the Agency Worker does not breach this Contract by doing so.
4.3. When an Assignment is offered to the Agency Worker, Skilled Careers shall provide the Agency Worker with an Assignment Schedule confirming the specific details of the Assignment together with the information specified in the Conduct Regulations.
4.4. If during the Relevant Period, the Client wishes to Engage the Agency Worker directly or through another employment business, the Agency Worker acknowledges that Skilled Careers will be entitled either to charge the Client a Transfer Fee or to agree a Period of Extended Hire with the Client, at the end of which the Agency Worker may be Engaged directly by the Client or through another employment business without further charge to the Client.
5. AGENCY WORKER’S OBLIGATIONS & WARRANTIES
5.1. If the Agency Worker commences an Assignment, the Agency Worker must:
5.1.1. notify Skilled Careers if the Agency Worker has worked for the same Client within the prior six month period;
5.1.2. co-operate with the Client’s reasonable instructions and accept the direction, supervision and control of any responsible person in the Client’s organisation;
5.1.3. observe any rules and regulations of the Client’s establishment (including the hours of work) to which the Agency Worker’s attention has been drawn or which the Agency Worker might reasonably be expected to ascertain;
5.1.4. take all reasonable steps to safeguard his or her own health and safety and that of any other person who may be present or be affected by his or her actions on the Assignment and comply with the Health and Safety policies and procedures of the Client;
5.1.5. not engage in any conduct detrimental to the interests of Skilled Careers or Client which includes any conduct which could bring Skilled Careers or the Client into disrepute or which results in the loss of custom or business by either Skilled Careers or the Client;
5.1.6. not commit any act or omission constituting unlawful discrimination against or harassment of any member of Skilled Careers’ or the Client’s staff;
5.1.7. not at any time divulge to any person, nor use for his or her own or any other person’s benefit, any Confidential Information relating to the Client’s or Skilled Careers’ employees, business affairs, transactions or finances;
5.1.8. on completion of the Assignment or at any time when requested by the Client or Skilled Careers, return to the Client or to Skilled Careers as appropriate, any property or items provided to the Agency Worker in connection with or for the purpose of the Assignment, including, but not limited to any equipment, materials, documents, swipe cards and ID cards.
5.2. The Agency Worker warrants that:
5.2.1. the Agency Worker is legally entitled to work in the United Kingdom or the location of the Assignment if it is outside of the United Kingdom;
5.2.2. any information provided by the Agency Worker in any registration document and CV is accurate and not misleading;
5.2.3. the Agency Worker has disclosed to Skilled Careers any unspent criminal convictions; and
5.2.4. the Agency Worker is not aware of any reason why it would be detrimental to the interests of the Client or the Agency Worker for the Agency Worker to carry out the Assignment.
5.3. The Agency Worker shall notify Skilled Careers without delay if the Agency Worker is unable to give the warranties referred to in clause 5.2 at any time.
5.4. The Agency Worker shall notify Skilled Careers without delay if the Agency Worker has reasonable grounds to believe that:
5.4.1. the Client has not given access to collective facilities and amenities to the Agency Worker;
5.4.2. the Client has not provided information about permanent job opportunities within the Client’s organisation or information about where to find such information; or
5.4.3. the Agency Worker is not receiving equal treatment pursuant to the AWR after the Qualifying Period.
6.1. At the end of each week of an Assignment (or at the end of the Assignment where it is for a period of 1 week or less or is completed before the end of a week) the Agency Worker shall deliver to Skilled Careers a timesheet duly completed to indicate the number of hours worked during the preceding week (or such lesser period) and signed by an authorised representative of the Client. The Agency Worker must ensure that the timesheet is delivered to Skilled Careers by 10am on a Tuesday. Failure to comply with this deadline may result in payment being delayed.
6.2. Subject to clause 6.3, Skilled Careers shall pay the Agency Worker each Friday for all hours worked in the previous week.
6.3. Where the Agency Worker fails to submit a properly authenticated timesheet Skilled Careers shall conduct further investigations into the hours claimed by the Agency Worker and the reasons that the Client has refused to sign a timesheet in respect of those hours. Skilled Careers shall endeavour to ensure that such investigations take no longer than ten working days, after which time Skilled Careers shall notify the Agency Worker of the outcome.
6.4. Skilled Careers warrants that it shall pay for all hours actually worked by the Agency Worker regardless of whether Skilled Careers has received or expects to receive payment from the Client for those hours, subject to any Deductions and Agreed Deductions.
6.5. For the purposes of the WTR, the Agency Worker’s working time shall only consist of those periods during which the Agency Worker carries out activities or duties for the Client as part of the Assignment. Time spent travelling to the Client’s premises (apart from time spent travelling between two or more premises of the Client), lunch breaks and other rest breaks shall not count as part of the Agency Worker’s working time for these purposes. This clause 6.5 is subject to any variation set out in the Assignment Schedule or any variation to the Assignment Schedule which Skilled Careers may make for the purpose of compliance with the AWR.
7.1. Skilled Careers shall pay to the Agency Worker the Rate of Pay until the Agency Worker completes the Qualifying Period. The Rate of Pay will be notified on a per Assignment basis as set out in the Assignment Schedule but shall not be less than the National Minimum Wage in force from time to time.
7.2. On commencement of the Assignment, the Agency Worker must provide a P45 to Skilled Careers or, if requested, complete a P46 and if the Agency Worker fails to do so, all payments to the Agency Worker may be subject to deductions for PAYE income tax and National Insurance at the W1M1 (emergency) tax rate.
7.3. Upon the Agency Worker completing the Qualifying Period, Skilled Careers shall pay to the Agency Worker:
7.3.1. the Qualifying Rate of Pay; and
7.3.2. the Emoluments which will be set out in an amended Assignment Schedule.
7.4. Subject to any statutory entitlement, the Agency Worker is not entitled to receive payment from Skilled Careers or the Client for time not spent on Assignment, whether in respect of holidays, illness or absence for any other reason unless otherwise agreed.
7.5. Upon completion of the Qualifying Period, the Agency Worker may be entitled to receive a bonus. The Agency Worker must comply with any requirements of Skilled Careers or the Client relating to the assessment of the Agency Worker’s performance for the purpose of determining whether or not the Agency Worker is entitled to a bonus and the amount of any such bonus. If the Client confirms in writing that the Agency Worker is entitled to receive a bonus, Skilled Careers will pay the bonus to the Agency Worker.
7.6. Subject to the qualifying criteria, the Agency Worker shall be entitled to receive Statutory Maternity Pay (SMP) but, for the avoidance of doubt, shall not be on maternity leave for any period in which SMP is paid and shall have no entitlement to return to an Assignment following such period. In accordance with the SMP scheme, the Agency Worker must notify Skilled Careers not less than 15 weeks before the Agency Worker’s expected date of childbirth.
8. ANNUAL LEAVE
8.1. The Agency Worker is entitled to paid annual leave of 5.6 weeks per annum inclusive of public holidays or such statutory minimum entitlement as may be provided by the WTR from time to time.
8.2. Entitlement to payment for leave under clause 8.1 shall accrue in proportion to the amount of time worked by the Agency Worker on Assignment during the Leave Year.
8.3. On completion of the Qualifying Period, the Agency Worker may be entitled to annual leave in addition to the Agency Worker’s entitlement under the WTR. If this is the case, any such entitlement, the date from which any such entitlement will commence and how payment for such entitlement accrues will be as set out in an amended Assignment Schedule.
8.4. Skilled Careers may make payments in respect of any contractual annual leave which exceeds the statutory minimum on a rolled-up basis.
8.5. All entitlement to paid annual leave must be taken during the Leave Year in which it accrues and the Agency Worker is responsible for ensuring that all paid annual leave is requested and taken within the Leave Year.
8.6. If the Agency Worker wishes to take paid annual leave during the course of an Assignment, the Agency Worker should notify Skilled Careers of the dates of the intended absence, giving notice of at least twice the length of the period of leave that the Agency Worker wishes to take. In certain circumstances Skilled Careers may require the Agency Worker to take paid annual leave at specific times or may notify the Agency Worker of periods when paid annual leave cannot be taken.
8.7. The payment which the Agency Worker will receive in respect of periods of annual leave taken during the course of an Assignment will be calculated in accordance with and paid in proportion to the number of hours which the Agency Worker has worked on Assignment.
8.8. Subject to clause 8.3, in the course of any Assignment during the first Leave Year, the Agency Worker is entitled to request leave at the rate of one-twelfth of the Agency Worker’s total holiday entitlement in each month of the leave year.
8.9. Save where otherwise specified in the Assignment Schedule, where a public holiday falls during an Assignment and the Agency Worker does not work on that day, then subject to the Agency Worker having accrued entitlement to payment for leave in accordance with clause 8.2 or clause 8.3 (if applicable), that day shall count as part of the Agency Worker’s paid annual leave entitlement.
8.10. If this contract is terminated by either party, the Agency Worker shall be entitled to a payment in lieu of any untaken leave where, at the date of termination, the amount of leave taken is less than the amount accrued.
9. SICKNESS ABSENCE
9.1. The Agency Worker must notify Skilled Careers of any sickness absence by telephone within one hour of commencement of the working day.
9.2. The Agency Worker may be eligible for Statutory Sick Pay provided that the Agency Worker meets the relevant statutory criteria.
9.3. The Agency Worker is required to provide Skilled Careers with evidence of incapacity to work which may be by way of a self-certificate for the first 7 days of incapacity and a Statement of Fitness for Work (“Statement”) thereafter.
9.4. For the purposes of the Statutory Sick Pay scheme, the qualifying days shall be the days on which the Agency Worker would usually work in the relevant Assignment.
9.5. If the Agency Worker submits a Statement or similar medical evidence, which indicates that the Agency Worker may, subject to certain conditions, be fit to work, Skilled Careers will consult with the Client and the Agency Worker as appropriate to assess whether the conditions identified in the Statement or similar documentation can be satisfied for the duration of the Assignment.
9.6. Where clause 9.5 applies, the Agency Worker’s placement in a new Assignment or continuation in an ongoing Assignment may be subject to the Agency Worker agreeing to a variation of the Contract or the assignment details set out in the Assignment Schedule to accommodate any conditions identified in the Statement or other medical evidence as appropriate.
10.1. Subject to any notice provision in the Assignment Schedule, any of Skilled Careers, the Agency Worker or the Client may terminate an Assignment at any time without prior notice or liability.
10.2. Irrespective of any notice period specified in the Assignment Schedule, Skilled Careers may terminate the Assignment at any time and without notice or any payment in lieu of notice if:
10.2.1. the Client notifies Skilled Careers that the Agency Worker is incapable of carrying out the Assignment to the required standard;
10.2.2. the Client notifies Skilled Careers of a serious issue with the Agency’s Worker’s conduct on Assignment;
10.2.3. Skilled Careers reasonably considers it to be detrimental to the interests of the Client or the Agency Worker for the Assignment to continue; or
10.2.4. Skilled Careers terminates the supply of the Agency Worker to the Client by reason of the Client’s financial situation or any dispute with the Client.
10.3. Unless the Agency Worker commences a further Assignment, Skilled Careers will forward a P45 to the Agency Worker’s last known address within four weeks of an Assignment terminating.
11. INTELLECTUAL PROPERTY RIGHTS
11.1. The Agency Worker acknowledges that all Intellectual Property deriving from services carried out for the Client by the Agency Worker during the Assignment shall belong to the Client and the Agency Worker hereby (i) unreservedly assigns all rights in such Intellectual Property to the Client and (ii) waives any moral rights in such Intellectual Property.
11.2. The Agency Worker shall execute all such documents and take all such steps as Skilled Careers shall require in order to give effect to the Agency Worker’s obligations under this clause 11.
12.1. Without prejudice to any other duty to keep secret all information given to or gained in confidence, the Agency Worker agrees:
12.1.1. not at any time, whether during or after an Assignment (unless expressly so authorised by the Client or Skilled Careers 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 Client or Skilled Careers with the exception of information already in the public domain;
12.1.2. to deliver up to the Client or Skilled Careers (as directed) at the end of each Assignment all documents and other materials belonging to the Client (and all copies) which are in its possession including documents and other materials created by them during the course of the Assignment; and
12.1.3. 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 Client 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 Client or Skilled Careers as appropriate.
13. DATA PROTECTION
13.1. The Agency Worker must comply strictly with all Data Protection Laws and:
13.1.1. not do or permit there to be done anything which might cause Skilled Careers or the Client to breach the Data Protection Laws;
13.1.2. comply with all such instructions, policies and procedures which the Client shall specify in relation to the protection of data privacy;
13.1.3. use any personal data provided to or made available to the Agency Worker during the course of the Assignment strictly for the proper performance of that Assignment;
13.1.4. notify the Client without delay if the Agency Worker becomes aware of any breach of Data Protection Law during the course of the Assignment; and
13.1.5. deliver up upon demand all personal data belonging to the Client which is in the Agency Worker’s possession and not retain any such personal data for any reason after termination of the Assignment.
13.2. The Agency Worker acknowledges that Skilled Careers shall hold and process personal data and sensitive personal data relating to the Agency Worker in accordance with its privacy notice, which is available to view at http://www.skilledcareers.co.uk/candidates/data
13.3. The Agency Worker consents to (i) Skilled Careers providing the Agency Worker’s contact details and other relevant information relating to the Agency Worker to Skilled Careers’ pension provider and (ii) such pension provider contacting the Agency Worker on behalf of Skilled Careers in respect of the pension scheme.
If any of the provisions of this Contract shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remainder, which shall continue to be valid to the fullest extent permitted by law.
All notices which are required to be given in accordance with this Contract 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 or by email. 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, when that email is sent.
16. GOVERNING LAW & JURISDICTION
This Contract shall be interpreted in accordance with the law of England & Wales and any dispute between the parties shall be subject to the exclusive jurisdiction of the Courts of England & Wales. Nothing in this clause shall prevent either party from enforcing a judgment of the Courts of England and Wales in any court of competent jurisdiction.