1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement, the following definitions apply:
Assignment means the temporary project or role which the Contractor undertakes for the Client pursuant to this Agreement;
Assignment Schedule means the confirmation document sent to the Client and the Contractor by Skilled Careers on commencement of an Assignment;
AWR means the Agency Workers Regulations 2010;
Best Industry Practice means the skill, diligence, prudence, foresight and judgment which would be expected from a highly skilled and experienced contractor engaged in the same type of undertaking under the same or similar circumstances, applying the best standards currently applied in their industry;
Client means the person, firm or corporate body to which the Contractor Services are provided, as identified in the Assignment Schedule and, where appropriate, a reference to the Client shall also mean the Client’s client;
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 of whatever nature relating to the Client or their business or affairs (including but not limited to all data, records, reports, agreements, software, programs, specifications, know-how, trade secrets and other information concerning the Assignment) in any form or medium provided or disclosed to the Contractor in relation to the Assignment by the Client or by a third party on behalf of the Client whether before or after the date of this Agreement;
Contractor means the limited company to be supplied to the Client, as identified in the registration form which has been completed by a director of the Contractor;
Contractor Fees means the fees payable to the Contractor by Skilled Careers for providing the Contractor Services;
Contractor Services means the services to be provided to the Client by the Contractor as specified in the Assignment Schedule;
Contractor Staff means the Contractor’s employees, workers or directors provided to perform the Contractor Services;
Data means personal data and sensitive personal data within the meaning of the Data Protection Legislation;
Data Protection Legislation 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;
Effective Date means the date on which this Agreement is signed by the Contractor or the date on which the Contractor commences the provision of Contractor Services, whichever is the earlier;
Intellectual Property means all copyright, trademarks, database rights, design rights, patents and other intellectual property of any type, whether capable of registration or not, together with any registration rights in the same existing anywhere in the world;
Intermediaries Legislation means Chapter 10 of Part 2 of ITEPA;
ITEPA means the Income Tax (Earnings and Pensions) Act 2003;
Losses means all losses, liabilities, damages, costs, expenses, claims (actual or threatened), fees (including legal fees) and charges;
Opt Out means a written notice which has been given under Regulation 32(9) of the Conduct Regulations. Opted Out shall be interpreted accordingly;
Progress Report means a document setting out the progress of the Contactor Services and periods in which the Contractor Services were provided for the purpose of calculating the Contractor Fees;
Public Authority means a public authority as defined in Chapter 10 of Part 2 of ITEPA;
Relevant Jurisdiction means the location in which the Contractor Services are performed;
Relevant Period means the period defined in Regulation 10(5) of the Conduct Regulations;
Reporting Obligations means the Employment Intermediaries reporting obligations under s716B of ITEPA;
Restricted Period means the 6 month period following termination of the Assignment;
Skilled Careers means Skilled Careers Limited (Registered in England & Wales No. 06828018) of 7 Bishopsgate, London EC2N 3AR;
Special Conditions means any conditions specific to an Assignment as set out in the Assignment Schedule; and
Substitute means an alternative or replacement member of Contractor Staff provided by the Contractor from time to time.
1.2. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.
1.3. The headings contained in 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 amended from time to time and all subordinate legislation made under it.
2. THE CONTRACT
2.1. The Contractor shall be deemed to have accepted the terms of this Agreement upon signing the agreement or, if earlier, upon providing the Contractor Services or submitting any Progress Report or invoice to Skilled Careers.
2.2. Skilled Careers may request that the Contractor provides Contractor Services from time to time in accordance with this Agreement.
2.3. This Agreement constitutes the entire agreement between Skilled Careers and the Contractor for the provision of the Contractor Services to the exclusion of any alternative terms proposed by the Contractor.
2.4. No variation or alteration to this Agreement shall be valid unless the details of such variation are agreed between Skilled Careers and the Contractor and set out in writing and a copy of the varied Agreement is given to the Contractor stating the date on or after which such varied Agreement shall apply.
2.5. The Assignment Schedule shall specify the Contractor Services, Client, Contractor Fees, notice period (if any) and any other information relevant to the Assignment. Any Special Conditions shall be set out in the Assignment Schedule and, in the event of any conflict, shall take priority.
3. RELATIONSHIP BETWEEN THE PARTIES
3.1. Skilled Careers shall endeavour to identify potential Assignments for the Contractor to perform from time to time but:
3.1.1. Skilled Careers is under no obligation to offer any Assignment to the Contractor; and
3.1.2. the Contractor is under no obligation to accept any Assignment which is offered by Skilled Careers.
3.2. Skilled Careers and the Contractor agree that:
3.2.1. each party is a separate independent business and there is no intention to create any partnership or joint venture between the parties;
3.2.2. the Contractor rather than Skilled Careers is responsible for paying any expenses, holiday pay, sick pay, pension contributions and other statutory payments to the Contractor Staff; and
3.2.3. there is no intention for any contractual or employment relationship to exist between Skilled Careers and the Contractor Staff or between the Client and the Contractor Staff at any time.
3.3. The Contractor may supply services to any third party at any time provided that this does not affect the provision of the Contractor Services, create a conflict of interest or otherwise put the Contractor in breach of this Agreement.
4. CONTRACTOR’S WARRANTIES
4.1. The Contractor warrants to Skilled Careers that:
4.1.1. by entering into and performing this Agreement it will not breach any obligation which it owes to any third party;
4.1.2. the Contractor Staff have the necessary skills and qualifications to perform the Contractor Services;
4.1.3. all information provided by the Contractor and the Contractor Staff to Skilled Careers is and shall be accurate and not misleading;
4.1.4. the Contractor Staff have declared and shall declare to Skilled Careers any unspent criminal convictions and, if the Assignment falls within the Rehabilitation of Offenders Act 1974 (Exceptions) Order 1975, any spent convictions;
4.1.5. where relevant, the Contractor Staff have accurately disclosed any security clearances that the Contractor Staff hold and shall update Skilled Careers if there are any relevant changes to such security clearances;
4.1.6. the Contractor Staff are legally entitled to work in the Relevant Jurisdiction and shall be throughout the term of any Assignment;
4.1.7. all payments made by the Contractor to the Contractor Staff in respect of the Contractor Services shall be treated as employment income and subject to deductions for PAYE tax and National Insurance Contributions;
4.1.8. subject to any deductions which may be made by Skilled Careers under clause 7.6, the Contractor shall account to HMRC or the appropriate tax authorities in the Relevant Jurisdiction for all taxes arising on the business activities of the Contractor or in respect of any payments made by the Contractor to the Contractor Staff;
4.1.9. the Contractor’s agreement with each Contractor Staff member requires the Contractor Staff member to comply with any relevant obligations in this Agreement including, without limitation, any obligations in respect of confidentiality and intellectual property;
4.1.10. the Contractor is not a “managed service company” as defined in section 61B of ITEPA;
4.1.11. the Contractor is a private limited company, registered in England, Wales or Scotland, and in good standing with Companies House; and
4.1.12. it shall notify Skilled Careers without delay if it considers any member of the Contractor Staff to be an agency worker within the meaning of the AWR.
4.2. The Contractor warrants that the Contractor has made the Contractor Staff aware of Skilled Career’s privacy notice at http://www.skilledcareers.co.uk/candidates/data/
4.3. Where applicable, the Contractor warrants that the Contractor Staff have consented to Skilled Careers providing information about their security clearances to the Client and to any third party acting on behalf of the Client for the purpose of assessing their suitability, verifying their security clearances or applying for any additional security clearances which they may require to carry out the Assignment.
4.4. The Contractor acknowledges that the warranties given in this clause 4 are given on a continuing basis and the Contractor must notify Skilled Careers without delay if the Contractor is unable to confirm any of the warranties at any time.
- CONTRACTOR’S OBLIGATIONS
5.1. The Contractor shall and must ensure that the Contractor Staff:
5.1.1. perform the Contractor Services in accordance with Best Industry Practice;
5.1.2. determine the manner in which to perform the Contractor Services and the times at which to perform the Contractor Services but in doing so use best endeavours to comply with the reasonable operational requirements of the Client, subject to clause 5.5 where relevant;
5.1.3. observe any relevant rules and regulations of the Client’s establishment or the premises where the Contractor Services are being performed, including but not limited to those relating to health and safety, site security and IT usage to the extent that they are applicable to an independent Contractor;
5.1.4. take all reasonable steps to safeguard their own safety and the safety of any third party during the Assignment;
5.1.5. comply with all relevant legislation at all times and not do anything or permit there to be done anything which would place the Client or Skilled Careers in breach of any legislation;
5.1.6. comply with the Data Protection Legislation in respect of any data to which they are given access during the course of the Assignment;
5.1.7. do not at any time divulge to any person, nor use for their own benefit, any Confidential Information;
5.1.8. do not engage in any conduct detrimental to the interests of Skilled Careers or the Client;
5.1.9. do not discriminate against, harass or victimise any member of Skilled Careers’ or the Client’s staff;
5.1.10. do not hold themselves out to be an employee or worker of either Skilled Careers or the Client;
5.1.11. do not purport to bind Skilled Careers or the Client contractually without the express written consent of Skilled Careers or the Client as the case may be; and
5.1.12. return, in good condition, upon termination of an Assignment or at any time upon demand any property or equipment belonging to the Client or Skilled Careers which has been provided to the Contractor or to the Contractor Staff.
5.2. The Contractor must:
5.2.1. provide at its own cost all such equipment, tools and training as is necessary for the performance of the Contractor Services, unless otherwise agreed with Skilled Careers;
5.2.2. ensure that any computer equipment and software belonging to the Contractor which is used for providing the Contractor Services is protected by up-to-date anti-virus protection;
5.2.3. not install any software onto any computer equipment or network belonging to the Client without the consent of the Client; and
5.2.4. not download, install or introduce any computer virus, spyware or similar malware into any computer equipment or network belonging to Skilled Careers or the Client.
5.3. Where the Contractor and Contractor Staff have Opted Out, the Contractor shall not and shall procure that the Contractor Staff do not without the consent of Skilled Careers, supply services which are materially similar to the Contractor Services to the Client, directly or indirectly within the Restricted Period
5.4. Subject to clause 5.5, if any member of Contractor Staff is unable or unwilling to perform the Contractor Services, the Contractor shall appoint a Substitute and ensure that:
5.4.1. the Substitute has the relevant experience, training, qualifications, authorisations and necessary clearances to perform the Contractor Services;
5.4.2. the Contractor rather than Skilled Careers is responsible for paying any remuneration to the Substitute; and
5.4.3. there is no delay to or adverse effect upon the performance of the Contractor Services.
5.5. Where the Client is a Public Authority which has deemed the
Assignment to be within the Intermediaries Legislation:
5.5.2. the Contractor shall ensure that the Contractor Staff works under the supervision, direction and control of the Client at all times during the Assignment; and
5.5.3. the Contractor Staff shall be deemed to be an Agency Worker for the purposes of the AWR.
- PROVISION OF INFORMATION
6.1. The Contractor must notify Skilled Careers without delay if:
6.1.1. the Contractor of any member of the Contractor Staff is insolvent;
6.1.2. the Contractor is unable to provide the Contractor Services during an Assignment for any reason;
6.1.3. the Contractor is aware of any reason why the Contractor or Contractor Staff are not suitable for an Assignment;
6.1.4. the Client expresses any intention to vary the nature, scope or location of the Assignment; or
6.1.5. the Client intends to engage the Contractor or Contractor Staff other than through Skilled Careers within the Restricted Period.
6.2. The Contractor must provide all such information as Skilled Careers shall require to:
6.2.1. comply with Skilled Careers’ Reporting Obligations within five Business Days of Skilled Careers requesting such information;
6.2.2. where relevant, show whether the Contractor operates inside or outside of the Intermediaries Legislation including, without limitation, an Online Assessment; and
6.2.3. make payment of the Contractor Fees where clause 7.6 applies including, without limitation, the Contractor Staff member’s National Insurance number, tax code and last P45.
6.3. Skilled Careers shall:
6.3.1. issue an Assignment Schedule to the Contractor prior to commencement of an Assignment or as soon as reasonably practicable thereafter; and
6.3.2. advise the Contractor of any relevant health and safety information relating to the Assignment which Skilled Careers receives from the Client and, if the Contractor and
Contractor Staff have not Opted Out, any information specified in the Conduct Regulations.
- INVOICING & PAYMENTS
7.1. At the end of each week of the Assignment or at such interval as may be agreed between the Contractor and Skilled Careers from time to time, the Contractor shall submit to Skilled Careers a Progress Report in a format acceptable to Skilled Careers and to the Client.
7.2. The Contractor shall obtain the written approval of the Progress Report by an authorised representative of the Client and the approved Progress Report must be received by Skilled Careers together no later than 10:00am on the Tuesday following the week to which it relates, together with a corresponding invoice unless the Contractor has entered into a self-billing agreement with Skilled Careers.
7.3. Subject to clause 7.12, Skilled Careers shall not pay any Contractor Fees to the Contractor in respect of any Progress Report which has not been approved by the Client.
7.4. Following receipt of the Progress Report and, where relevant, the Contractor’s invoice, Skilled Careers will pay the Contractor Fees within the period specified in the Assignment Schedule, subject to the right of set off or deduction clause 7.13.
7.5. If Skilled Careers considers the Contractor Services to be construction operations for the purposes of the Construction Industry Scheme (CIS), Skilled Careers shall verify the Contractor’s status with HMRC and, subject to clause 7.6, all payments of the Contractor Fees shall be subject to CIS deductions at the appropriate rate.
7.6. If the Client or, where relevant, the Client’s client is a Public Authority and has determined that the Assignment falls within the Intermediaries Legislation:
7.6.1. Skilled Careers shall deduct from the Contractor Fees any PAYE tax, Employers and Employees National Insurance Contributions in respect of the Contractor Staff and remit the same to HMRC;
7.6.2. Skilled Careers shall deduct from the Contractor Fees any additional statutory charges or levies arising in relation to the deductions under clause 7.6.1 including, without limitation, the Apprenticeship Levy;
7.6.4. the deduction of PAYE tax and National Insurance Contributions from the Contractor Fees shall not cause the Contractor Staff to be an employee or worker of Skilled Careers at any time and the Contractor Staff shall not therefore be entitled to any statutory or contractual right or benefit which would ordinarily be available to employees or workers of Skilled Careers including, without limitation, any right to SSP, SMP or to participate in Skilled Careers’ pension scheme.
7.7. If Skilled Careers has agreed to pay expenses to the Contractor in addition to the Contractor Fees, no such expenses shall be payable by Skilled Careers until the Contractor has submitted an invoice, supported by itemised receipts.
7.8. Skilled Careers shall be under no obligation to pay the Contractor Fees in respect of any Progress Report which is submitted to Skilled Careers more than three months after the week to which it relates.
7.9. Skilled Careers shall not be obliged to pay the Contractor for any period in which the Contractor Services are not provided, whether this is due to the Contractor being unable to provide the Contractor Services, the Client not requiring the provision of Contractor Services or any holiday, illness or absence of the Contractor Staff.
7.10. Skilled Careers shall only pay the Contractor Fees to a UK-based bank account held in the name of the Contractor and shall not make payment to any third party, including any member of Contractor Staff.
7.11. If the Client notifies Skilled Careers that it shall not pay for any part of the Contractor Services, the Contractor shall provide all such assistance as Skilled Careers shall require to investigate the Client’s reasons for non-payment and, subject to clause 7.12, Skilled Careers shall not be liable to pay for any part of the Contractor Services for which the Client is unwilling or unable to pay Skilled Careers.
7.12. If the Contractor and Contractor Staff have not Opted Out:
7.12.1. Skilled Careers shall accept a Progress Report from the Contractor which has not been approved by the Client but the payment of the relevant Contractor Fees may be delayed for a reasonable period while Skilled Careers seeks approval of such Progress Report from the Client or confirmation of the Contractor Services which were actually performed in the period specified on the Progress Report; and
7.12.2. Skilled Careers undertakes to pay the Contractor Fees irrespective of whether Skilled Careers expects to receive payment from the Client.
7.13. If any sum of money is owed to Skilled Careers by the Contractor for any reason including, without limitation, a prior overpayment or any liability of the Contractor under this Agreement or obligation by the Contractor to indemnify Skilled Careers or the Client, Skilled Careers may set off and deduct that sum from any amount due or which at any later time is due to the Contractor.
- TERM AND TERMINATION
8.1. This Agreement shall commence on the Effective Date and shall continue until terminated by other party giving not less than one week’s written notice. Any Assignment in progress at the time of termination of this Agreement shall continue until completed or terminated in accordance with clause 8.2 or 8.3.
8.2. The Assignment shall commence on the date set out in the Assignment Schedule and, subject to any notice provision within the Assignment Schedule, may be terminated by either party at any time and without liability.
8.3. Notwithstanding any notice provision within the Assignment Schedule, Skilled Careers may without notice and without liability terminate the Assignment at any time, where:
8.3.1. the Contractor commits a material breach of the Client’s rules, regulations or procedures, to the extent that they are applicable to an independent contractor;
8.3.2. the Contractor commits a material breach of any obligation under this Agreement;
8.3.3. the Contractor refuses or fails to provide the Contractor Services;
8.3.4. the Client is dissatisfied with the Contractor Services;
8.3.5. any member of the Contractor Staff is convicted of a criminal offence;
8.3.6. either the Client or the Contractor becomes insolvent;
8.3.7. Skilled Careers, acting reasonably, considers that it would be detrimental to the interests of the Contractor or the Client for the Assignment to continue; or
8.3.8. the agreement between the Client and Skilled Careers is terminated for any reason.
8.4. On termination of this Agreement:
8.4.1. the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination; and
8.4.2. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
- INTELLECTUAL PROPERTY RIGHTS
9.1. The Contractor warrants and must ensure that:
9.1.1. the Contractor and the Contractor Staff assign to the Client without charge all present and future interests of whatever nature in any Intellectual Property which is created or
|discovered or which otherwise arises out of or in|
|connection with the Assignment;||10.1.4.||enter into any supplementary confidentiality agreement or|
|undertaking as may be reasonably requested by Skilled|
|9.1.2.||the Contractor will do everything and will procure that the||Careers or the Client from time to time.|
|Contractor Staff will do everything that the Client may|
|reasonably require to vest the rights referred to in clause||11.||DATA PROTECTION|
|9.1 in the Client or such third party as the Client specifies,|
|whether before or after the termination of this Agreement;||11.1.||If the Contractor processes Data on behalf of the Client during|
|9.1.3.||the Client retains ownership of all intellectual property||the course of an Assignment, the Contractor shall:|
|rights of whatever nature in the documents, data and other|
|materials provided to or provided by the Contractor in||11.1.1. process that Data only in accordance with the|
|relation to an Assignment. For the avoidance of doubt, the|
|written instructions of the Client unless the|
|Client shall not be deemed to have granted the Contractor|
|Contractor is required by any applicable law to|
|any licence to use the documents, data or other materials|
|process such data and notifies the Client to this|
|other than for the purposes of performing the relevant|
|9.1.4.||the Contractor discloses to the Client without delay any||11.1.2. ensure that it has in place appropriate technical|
|idea, method, invention, discovery, design, concept or|
|and organisational measures to protect against|
|other work made or created by the Contractor during the|
|unauthorised or unlawful processing, or against|
|course of an Assignment; and|
|accidental loss or destruction of, or damage to the|
|9.1.5.||the Contractor Services do not breach the intellectual||personal data, appropriate to the harm that might|
|property rights of any third party.||result from such occurrence and the nature of the|
|9.2.||The Contractor irrevocably and unconditionally waives in favour of the||data to be protected;|
|Client all moral rights conferred on it by statute for any intellectual|
|property, design or copyright work in which rights are or should be||11.1.3. ensure that all Contractor Staff who have access to|
|vested in the Client pursuant to this clause 9 and the Contractor shall||and/or process the Data are obliged to keep it|
|procure the same waiver from the Contractor Staff.||confidential;|
|9.3.||The Contractor shall indemnify the Client and Skilled Careers against|
|any Losses arising out of or in connection with any allegation that any||11.1.4. not transfer any Data outside of the European|
|work or work product performed or delivered by the Contractor in||Economic Area without the Client’s written|
|connection with this Agreement infringes the intellectual property||consent and provided that the Contractor has|
|rights of any third party.||provided appropriate safeguards in relation to the|
10.1. In order to protect the confidentiality and trade secrets of the Client and without prejudice to every other duty to keep secret all information given to it or gained in confidence, the Contractor shall and must ensure that the Contractor Staff shall:
10.1.1. not at any time whether during or after the Assignment (unless expressly authorised by the Client as a necessary part of the performance of the Contractor Services) disclose to any person or make use of any of the trade secrets or Confidential Information of the Client with the exception of information already in the public domain;
10.1.2. deliver up to the Client or Skilled Careers (as directed) at the end of the Assignment all documents and other materials belonging to the Client which are in its possession including documents and other materials created by the Contractor during the Assignment;
10.1.3. not at any time 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 the Assignment, in which event any such item shall remain the property of the Client; and
11.1.5. promptly assist the Client in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, impact assessments and consultations with supervisory authorities or regulators and including with any requests from data subjects;
11.1.6. notify the Client without delay on becoming aware of a personal data breach relating to any data processed by the Contractor in the course of an Assignment;
11.1.7. at the request of the Client, delete or return all relevant Data on termination of the Assignment; and
11.1.8. maintain complete and accurate records and information to demonstrate compliance with the Contractor’s obligations in respect of data privacy.
- ANTI-BRIBERY COMPLIANCE
12.1. The Contractor shall:
12.1.1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
12.1.2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
12.1.3. comply with the Client’s Ethics and Anti-Bribery Policies as notified to the Contractor, in each case as may be updated from time to time (Relevant Policies);
12.1.4. have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and clause 12.1.2, and will enforce them where appropriate; and
12.1.5. promptly report to Skilled Careers any request or demand for any undue financial or other advantage of any kind received by the Contractor in connection with the performance of this Agreement.
- COMPLIANCE INFORMATION
13.1. The Contractor must provide on demand and without delay all such documents and information as may be required by Skilled Careers in relation to the engagement and payment of any member of Contractor Staff including, without limitation, any contract, right to work and identification check, payslip, remittance advice, RTI return, P11d, P87 and P60.
13.2. The Contractor warrants that each member of Contractor Staff has unconditionally agreed to the Contractor providing to Skilled Careers any data, documents and information relating to the Contractor Staff which Skilled Careers may require pursuant to this clause 13.
13.3. The Contractor must ensure that any documents and information which are sent by the Contractor to Skilled Careers electronically are encrypted or password protected and the Contractor shall provide such credentials as Skilled Careers shall require to access the relevant documents and information.
13.4. Skilled Careers warrants that it shall process and retain all data, documents and information provided by the Contractor under this clause 13 confidentially and in accordance with the Data Protection Legislation and Skilled Careers shall not disclose any such data, documents or information to any third party other than Skilled Careers’ Client’s, their professional advisors and service providers or otherwise as required by law.
14.1. The Contractor must, unless otherwise agreed with Skilled Careers in writing, maintain in force throughout the course of an Assignment:
14.1.1. Employers’ Liability Insurance with cover of not less than £5,000,000 per claim, unless the Contractor is exempt under the Employers’ Liability (Compulsory Insurance) Act 1969;
14.1.2. Public Liability Insurance with cover of not less than £2,000,000 per claim; and
14.1.3. Professional Indemnity Insurance with cover of not less than £1,000,000 per claim.
14.2. The Contractor must ensure that the Professional Indemnity Insurance policy referred to in clause 14.1.3 is maintained for a period of not less than six years following termination of this Agreement.
14.3. The Contractor shall provide to Skilled Careers and the Client on request copies of the insurance policy schedule and the receipt for payment of the annual premium.
14.4. The Contractor may be required to hold additional insurance policies or higher levels of insurance for certain Assignments. Any such requirement shall be specified by Skilled Careers as a Special Condition.
- LIABILITY & INDEMNITY
15.1. The Contractor shall be liable for and shall indemnify Skilled Careers and the Client for any Losses suffered or incurred as a result of:
15.1.1. the Contractor’s breach of any obligation under this Agreement, negligence or other tortious act and breach of statutory duty;
15.1.2. any defect or deficiency in the Contractor Services and shall, where practicable, remedy such defect or deficiency as may be capable of remedy forthwith in the Contractor’s own time and at the Contractor’s own expense;
15.1.3. any member of the Contractor Staff bringing or threatening
to bring a claim against Skilled Careers or the Client in the
15.1.4. any finding or decision by a governmental body, court or
tribunal that a member of Contractor Staff is an employee
or worker of Skilled Careers or the Client; and
15.1.5. any claim, demand or assessment made by HMRC (or an
equivalent body) for income tax or National Insurance
Contributions relating to payments made by Skilled Careers
to the Contractor, except to the extent that such claim,
demand or assessment arises from the acts or omissions of
Skilled Careers or the Client.
15.2. Subject to clause 15.3, the liability of Skilled Careers to the Contractor in respect of any claim or series of claims arising out of or in connection with this Agreement and whether arising in contract, tort (including negligence) or otherwise shall be limited to the Contractor Fees paid by Skilled Careers to the Contractor in the three month period immediately prior to such claim arising.
15.3. Nothing in this Agreement should be construed as limiting or excluding Skilled Careers’ liability for fraud or fraudulent misrepresentation, for death or personal injury arising from Skilled Careers’ negligence or for any other claim which may not be limited or excluded by law.
16.1. If any provision of this Agreement shall be determined to be unenforceable, such provision shall, to the extent that it is unenforceable, be severed from the remaining terms, which shall continue to be valid to the extent permitted by law.
16.2. This Agreement shall not be enforceable by any third party pursuant to the Contracts (Rights of Third Parties) Act 1999 except the Client who shall have the benefit of a third party right to enforce clauses 5.1, 9, 10 and 15.1 directly against the Contractor.
16.3. This Agreement shall be interpreted in accordance with English law and each party irrevocably agrees, for the sole benefit of Skilled Careers that, subject as provided below, the courts of England & Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation. Nothing in this clause shall prevent Skilled Careers from bringing proceedings in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
UPDATED – MAY 2018