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THIS DOCUMENT COVERS OUR AGREEMENT WITH YOU, OUR MEMBER We are Capability Jane Ltd. We are in the business of providing services to locate work for Members registered on our Member Database and introducing Members to our Clients with a view to Employment by a Client. You are seeking work, have provided us with your details to be registered on our Member Database, and have asked us to locate work for you. We are prepared to provide work-finding services on the Terms and Conditions, which you wish to accept. In consideration of the mutual obligations set out in the Terms and Conditions we shall provide the Services and you accept the Services on the Terms and Conditions which you acknowledge you have fully read and understood. You have confirmed your acceptance of these terms by ticking the acceptance box on your online application form. OUR PRINCIPAL AGREEMENT WITH YOU COVERS: Work-finding service 1. We shall provide a work-finding service to
you, which we agree to provide free of charge, as follows: Other services and temporary work 2. If we offer any other service in respect of which special terms are set out we shall provide that service in good faith and shall comply with our obligations as set out in the special terms. 3. If you wish us to find temporary contract work for you, we may do so subject to clause 6. Your obligations 4. In consideration of our agreement to maintain your registration on our Member Database and to provide a work-finding service as set out in clause 1 you: a) shall provide us with a full and accurate curriculum vitae if you have not already done so, and, if we shall request it, proper evidence of your entitlement to work in the United Kingdom and any qualifications or certificates that are referred to in your curriculum vitae or otherwise disclosed by you b) shall provide us with any information relevant to the decision of a Client to engage you including information that may result in the best interests of a Client being affected in any way, whether relating to your health or ability to perform work efficiently or otherwise (including charges for criminal offences and undischarged criminal convictions), together with details of any periods of sickness you may have taken during the year preceding the date of this agreement and whether such sickness or any matter relating to it may in your proper opinion be likely to reoccur c) consent to our use of all information and documents we obtain, either from you or from any other party relating to you, for the purpose of locating work for you, including the provision of such information and documentation to a Client, but you may withdraw this consent by notice in writing to us at any time and thereafter we shall only provide such information and documents where required by law d) agree that clause 4(c) shall apply to information received by us both before and after commencement of your Employment with a Client e) shall keep us updated with any information we reasonably request whilst we maintain your registration on our Member Database, at all times act in good faith towards us and a Client, and advise us if you wish your registration on our Member Database to be removed f) agree to notify us of any offer of Employment, or offer of an Assignment directly or indirectly made to you by any Client with whom you have been placed by us. This applies to any introduction to a third party made by said Client. Your warranties 5. You warrant that: a) any curriculum vitae and information you provide under clauses 4(a), (b) and (e) is full and accurate in all material respects and that, unless you have already informed us otherwise, you are authorised to provide work services in the United Kingdom and, where appropriate, hold a valid work permit b) if you have provided us with names of any person from whom we may seek a reference on your behalf, that such person is not a Relative, unless you have otherwise informed us in writing c) you recognise that a Client may withdraw an opportunity at any time before you have formally agreed to become Employed by such Client, and, whilst we shall endeavour to obtain accurate information from a Client, whether as to a role or the nature of the work or otherwise, we accept no liability for information we have passed to you in good faith and cannot guarantee the accuracy of such information. Temporary contract work 6. In the event that we locate work that is or may be temporary our action shall be, and shall be treated by you and us as, a requirement for Agency Work until such time as you have agreed all the terms for a Temporary Assignment and a Temporary Assignment commences, and: a) we may offer you temporary work by making a Proposal to you, but we may, without being liable for loss, withdraw a proposal for you to work on a Temporary Assignment at any time before the work starts in each case b) should you agree to perform temporary work for us, in relation to a Temporary Assignment
c) whilst we shall endeavour to achieve the Minimum Rate, we cannot guarantee that we shall be able to do so and accept no liability should we offer you work at a rate of pay that is less than the Minimum Rate whether or not you accept such work. General 7. It is further agreed that: a) whilst we shall at all times act in good faith, we may remove your registration from our Member Database at any time, and we have no obligation to provide you with information or any service other than as specifically, and to the extent, stated in this agreement or required by law b) we do not guarantee that any work will be found and we do not accept any liability if we do not locate any such work for you, nor do we guarantee that any work found will be suitable for you c) we shall not be liable for any loss or damages
d) without prejudice to clause 7(c) our liability in any event shall be limited to direct loss only and shall not exceed £1,000 save where a limit is precluded by law e) each portion of this agreement, defined by punctuation, and paragraphs, is separate, distinct and severable and to give meaning to the intention of you and us the Court may modify any portion of this agreement that may otherwise be void; subject thereto any void portion may be severed, and the remaining provisions, including any such modified hereunder, shall continue in force f) this agreement will continue until terminated on one week’s written notice by one party to the other, save that you may not give notice during any Period of Temporary Assignment unless the Temporary Assignment Terms permit you to do so g) this agreement is the sole agreement between you and us, supercedes any previous agreement between you and us relating to our services, and may not be varied save by agreement of both you and us (whether orally or otherwise) and confirmed in writing by us and signed by our authorised officer h) the Laws of England govern this agreement and the English Courts have sole jurisdiction. IF WE AGREE A TEMPORARY ASSIGNMENT WITH YOU: These Terms, as set out in paragraphs below, apply exclusively where you are to provide work to a Client on a temporary basis and have agreed to do so. They are effective upon commencement of a Temporary Assignment and not further or otherwise. It is agreed that: a) during the Period of Temporary Assignment we shall operate as an Employment Business b) the Terms and Conditions set out below shall be applicable and relate to your services in each Temporary Assignment c) the specific terms applicable and relating to each Temporary Assignment shall be notified to you by way of Proposal and together with the Terms and Conditions will form the Contract d) in the event that you attend a Contract Site as set out in a Proposal for the purposes of providing Work Services as requested by us your action in doing so will be and shall constitute your acceptance of the Temporary Assignment e) in each case where you have agreed to perform a Temporary Assignment we shall both abide by the terms of the Contract and the provisions of clauses 4(a) (b),(c) and (e), 5(a) and (b), 6 and 7 of the Principal Agreement shall apply to These Terms and the Contract as if the same were repeated herein f) clause 4(c) of the Principal Agreement shall apply to information received by us both before and after commencement of your Temporary Assignment with a Client: g) in respect of the Contract the Definitions set out in clause 26 apply in place of any other definitions in Schedule 1 h) If you are paid by us, we agree to pay you in respect of work done by you whether or not we are paid by the Client i) the Contract will continue, but only be applicable to specific Temporary Assignments, until terminated in accordance with the provisions of the Contract, and is the sole agreement between you and us relating to temporary work, it supercedes any previous agreement between you and us relating to your services in respect of temporary work, and it may not be varied save by agreement of both you and us (whether orally or otherwise) and confirmed in writing by us and signed by our authorised officer. TERMS AND CONDITIONS RELATED TO A TEMPORARY ASSIGNMENT Acknowledgements 1. You acknowledge that the nature of temporary work is that its continuation is dependant upon the willingness of both you and the Client at any time for such work to continue. Accordingly we may notify you and terminate an Assignment without notice and without any obligation to pay you compensation for any loss suffered as a result if: a) the Client should advise us at
any time, and by any means, that it no longer requires us to supply
your services as a temporary agency worker, 2. You also acknowledge that, under the arrangements for an Assignment, the Client will be under no obligation to provide you, either directly or through us, with any advance notice of an end to an Assignment, or provide you with any reason for such termination, although it may choose to discuss any reason with you as part of its own policy concerning the handling of temporary personnel. If the Client asks you to leave, it is in your interests to inform us straightaway so that we can verify instructions from the Client to us and ascertain whether there is any prospect of the continuation of the Assignment. Only when we have confirmed to you that the Assignment is at an end is the Assignment terminated, as your contractual relationship concerning continuation of the Assignment is with us and not the Client. If the Assignment specifies that you are entitled to advance notice, we shall give you such notice ourselves. 3. Because part of our obligation, both to you and to the Client, is to monitor the requirement of the Client for your services during an Assignment, we may from time to time check with you as to the progress of the work and to enquire if you find it satisfactory. If you inform us that you are not able to fully progress the work or do not find work satisfactory, for our mutual benefit we may inform the Client and suggest any options that are available including whether changes should be made to assist in progress of the work that will make it more satisfactory to you. If you inform us that you no longer wish to undertake the work we shall inform the Client and negotiate termination of the Assignment. 4. As part of our function under the preceding clause, if the Client requests us to do so, we may advise you of any changes the Client may wish you to make to the manner in which you provide your services or undertake the work, and we may suggest options that are available to you including how best to achieve Client satisfaction. 5. Whilst the Client will expect you to follow its instructions, if you are unclear as to the meaning of such instructions or you have any query relating to the instructions or the way you are being treated by any person employed or engaged by the Client or you are unable to obtain the Client’s signature on a timesheet and you notify us of the problem, we may provide you with advice as to the steps to take to clarify the instructions or voice your query. You are under no obligation to follow our advice, which we provide as part of our service to you. If our advice is that we will deal with the issues on your behalf we shall discuss the issues with the Client and provide you with advice as to any further steps you could take in order to overcome the problem that you have indicated to us. NOTE: It is in your interests to notify us of any problems you encounter so that we can provide advice to facilitate the successful continuation of your engagement on the Assignment for your benefit. However we cannot guarantee that our advice will always be to your satisfaction or that any discussion we have with the Client may not affect the continuation of the Assignment. what the Client will expect you to do when performing an Assignment 6. You acknowledge that, if the Client is to continue to use your services through us under an Assignment, the Client will expect those services to be provided by you on the basis that: a) you undertake your work services professionally, promptly, efficiently and in good faith using your skill and expertise and with due care and to the best standards expected of you during the Work Time until the Assignment is ended b) the undertaking of work services by you professionally requires that you comply with all applicable health and safety laws and regulations and, to the extent applicable, any statutory requirements relating to the type of work required for the provision of the Work Services c) as part of your function under the preceding clause, it is your responsibility to ensure your own safety and assess any risks or hazards that may affect your safety and to familiarise yourself with the working conditions and operating requirements at the Client site; this responsibility continues to apply even though the Client may provide you with its own internal policies, rules and regulations relating to safety or for the operation of equipment or machinery or relevant to working conditions, which you should comply with only to the extent that they relate to the proper performance by you of your work services d) during the Work Time
e) you will not import any software onto any computer system of the Client without the prior written consent of the Client, or use any email or internet access except with all due care and to the extent authorised in writing by the Client f) you will not use any facilities provided to you by the Client for any purpose other than is authorised by the Client g) you will not provide services to any other party that conflict with the best interests of the Client h) you will not cause any loss or damage to the Client 7. Following your acknowledgement in clause 6, you agree that you are not obliged by contract, either express or implied, to perform your work services in any way other than in good faith and as you consider appropriate. However if you do not provide your services in accordance with the Client’s expectations the Client may ask us to terminate an Assignment and you acknowledge that if you have caused any damage to the Client or End User through negligence or otherwise you may be liable for any loss claimed. Nothing in this clause shall affect your separate obligations to us specified in this agreement. What we ask of you 8. To enable us to provide a continuing and valuable service to you, and to a Client where appropriate, we need information from you at various stages, and you acknowledge that we may not be able to maintain the continuation of any work if you do not provide such information. Accordingly, although you are not under any obligation to us, we ask that you: a) let us know immediately if you do not consider the work suitable for you, in which event we will, if possible, discuss the matter with you and the Client’s representative b) let us know if you have any reason to believe that the Client will not sign any timesheet in respect of your work, with any reasons for your belief c) let us know immediately if you are likely to be absent from work for any reason during an Assignment d) do not take any holiday during the first 21 days of commencement of an Assignment e) let us know if you no longer wish to continue working under an Assignment, or if you are unlikely to be available for work for any period. Contract for services 9. From the commencement date of an Assignment for the period of the Assignment you shall undertake the Work Services, but not so that any of the provisions in this agreement, other than under this clause and clauses 10 to 13, impose any obligation upon you unless expressly stated to the contrary. 10. You agree specifically that you will not hold yourself out to any party that: a) you are an employee of ours or
a Client, or 11. You further agree that: a) you shall not submit to the control of a Client to the extent that you consider that you have a direct contractual obligation with that Client, and b) you are not under our control, and c) you will at the end of each Assignment return to the Client any materials, documents or equipment of the Client which you have, or have had in your possession d) if there is an insurance requirement set out in a Proposal you must obtain insurance to the level required and provide us with evidence upon request e) You will indemnify us and the Client against any loss, damage, cost or expense directly or indirectly incurred in connection with any act, omission or neglect on your part. Warranties by you 12. You warrant that, and this warranty is renewed on commencement of each Assignment: a) an adequate description of the services required to enable you to provide the Work Services has been given to you before the Assignment and, if you have been provided with a specification of work by the Client, you have the skill and expertise to meet such specification b) you recognise that there is no obligation upon us to provide any work to you, nor are you obliged to undertake any work other than under an Assignment, and this agreement is a commercial contract for services c) you are not our employee d) we have no obligation to provide you with information or any service other than as specifically, and to the extent, stated in this agreement or required by statute e) you recognise that we are entitled to charge a fee to each Client for the supply of your services and/or your introduction to the relevant Client or End User f) you acknowledge that in locating temporary contract work for you, and in agreeing to assist you as set out in clauses 2 to 5, we are providing you with a valuable service to enable you to obtain and continue with temporary work. What you must not do 13. You agree that the arrangements recorded in this agreement between you and us reflect commercial terms, and that we have arrangements in place with each Client which entitle us to fees, and/or oblige us to protect the interests of the Client. Accordingly, and in consideration of our services to you, you agree you shall not: a) during, or after, an Assignment
divulge to any party or use for your own benefit any information
capable of being confidential relating to the affairs, business
or business method of us or the Client, or information received
from us or the Client, except that which is in the public domain b) during, or after, an Assignment discuss with the Client either your rates of pay, or any other terms of your engagement with us other than strictly as required for the proper objectives of the Work Services c) during an Assignment act in conflict with the best interests of a Client d) cause any damage or loss to any Client. 14. You acknowledge and agree that: a) you are not authorised by us to accept any terms which the Client may seek to impose upon you and you will not accept any such terms without notifying us in writing in advance of your intention to do so b) you are not under any obligation to comply with any terms requested by a Client, but you may choose to do so in order to meet the expectations for your services as set out in clause 6 c) during periods on an Assignment when you are not engaged in providing the Work Services
d) in between Assignments you are not engaged by us under any contract for the provision of services, but the restriction terms of this agreement set out in clauses 13 (a), (b) and (d) shall continue to apply e) you are entitled to rest breaks and annual leave only in accordance with Working Time Regulations 1998 (as amended) (the “WTR”), and the leave year for the purposes of those regulations commences on the 1st day of January each year f) bank and public holidays are included in annual leave in accordance with the WTR g) holiday pay entitlement unused
at the end of the leave year may not be carried over into the next
leave year and you will not be entitled to be paid in respect of
holiday pay entitlement accrued but not claimed during the Assignment
Term except as provided for in the WTR upon i) if we notify you of a minor amendment to this agreement such amendment will apply from the date of notification unless you shall within 14 days of receipt of such notification inform us in writing that the amendment is not agreed termination and suspension. 15. Either you or we may terminate this Agreement if the other is in material breach of any of the terms of this Agreement, without prejudice to any claim arising from any such breach, or if the other shall commit an insolvency event, namely in the case of us that we become insolvent within the meaning of the Insolvency Act 1986, or in the case of you that you are made bankrupt. 16. We may terminate an Assignment with immediate effect regardless of any Assignment Term expressed in an Assignment: a) by informing you if, in our opinion, you fail to provide a full and satisfactory service to the Client, or you are in breach of any provision of this Agreement, or we consider that termination is appropriate for any other reason b) if the Client Agreement is not confirmed before the agreed commencement date of an Assignment or if the Client Agreement is terminated for any reason. 17. We may suspend the operation of an Assignment at our sole discretion at any time and for any period upon informing you of suspension. 18. In the event of termination or suspension for any reason, you will not be entitled to receive any payment or compensation for any loss suffered as a result. General 19. It is further agreed that: a) the benefit of any work undertaken by you for the Client, including any copyright or intellectual rights of any kind in such work, shall be and remain the property of the Client and you will sign all documents required for verification of such rights as belonging to the Client b) you shall not be entitled to any benefits of any kind, except such as are specifically conferred by this agreement or are strictly imposed by statute c) this Agreement is a temporary work contract for services only, and in particular neither party has any obligation to provide to, or carry out work for the other either during or following completion of an Assignment, save as specified in this contract d) you are not entitled to assign this agreement or subcontract any part of the Work Services to any other party, but we may assign this agreement or any part of our obligation, including payment, under this agreement upon giving notice to you e) each portion of this agreement, defined by punctuation, and paragraphs, is separate, distinct and severable and to give meaning to the intention of the Parties the Court may modify any portion of this agreement that may otherwise be void; subject thereto any void portion may be severed, and the remaining provisions including any such modified hereunder shall continue in force f) clauses intended to have effect following termination shall survive termination g) the provisions of this agreement including this provision are reasonable h) the Laws of England govern this contract and the English Courts have sole jurisdiction. Definitions 20. Following definitions apply Assignment: the arrangement for you to provide Work Services to a Client of ours, proposed to you by us, and which you have accepted Assignment Term: the proposed period for supply of your Work Services as indicated in an Assignment Client: a third party who is specified to be the Client in an Assignment, and references to “Client” include references in the alternative to “End User” Client Agreement: the agreement between us and the Client for the provision of services by you Contract Site: the site specified in an Assignment, being the site to which we have been asked by the Client for you to Report or provide your services, or such other site of the Client as may be agreed from time to time End User: any third party for whom, or at whose premises, the Work Services are performed as a result of this Contract Expenses: such expenses
as are authorised in writing by a Client and supported by original
vouchers/receipts Parties: the parties to the Agreement Payment Terms: payment for correctly authorised work done will be made direct to your bank account on or before the last working day of each month Pay Rate: the rate of pay specified in an Assignment Proposal: the document setting out information as to Client contact details, Contract Site, Work Services required, Assignment, Term, Pay Rate, Special Terms and any other facts relevant to the Assignment. This document may also be referred to as a Placement Confirmation Schedule Special Terms: the special terms specified in an Assignment, being arrangements that the Client will wish you to observe during the Assignment Terms and Conditions: all terms above Work Services: your services agreed to be provided in an Assignment for the Client at the Contract Site for the Assignment Term (subject to termination in accordance with this agreement) Work Time: the proposed hours during which you are asked to supply of your Work Services as indicated in an Assignment Schedule 1 — Definitions A. Agency: an Agency as defined in the Regulations B. Agency Work: work under which you are, or are proposed to be, employed under a contract direct with a Client C. Member: a person seeking to use our services for locating work D. Member Database: our register of Members, which may include your personal details E. Client: a client of ours, including any third party with whom we have a relationship of any kind as a client, or potential client, who may be interested in employing you, or does employ you, or who may wish to utilise your services in any way F. Employment: for the purposes of this agreement only, an engagement under a contract of service or contract for services and “employ”, “employing” and “employed” shall have commensurate meaning G. Regulations: the Conduct of Employment Agencies and Employment Businesses Regulations 2003 H. Relative: someone related to you, your spouse (including by definition a live in partner) or former spouse, being (a) father, mother, stepfather, stepmother, son, daughter, stepson, stepdaughter, grandmother, grandfather, grandson or granddaughter, (b) brother, sister, uncle, aunt, niece or nephew (whether of the full blood or of the half blood or by affinity) I. Temporary Assignment: work where you are engaged under a contract to work for us and we supply you to a Client to work under the control of the Client and which is subject to the Temporary Assignment Terms J. Temporary Assignment Terms: All terms above, under the heading “IF WE AGREE A TEMPORARY ASSIGNMENT WITH YOU” and including “Terms and Conditions related to a Temporary Assignment”. These terms are applicable only to Temporary Assignments during any Period of Temporary Assignment, being terms which do not form part of the terms relating to our service as an Agency K. Period of Temporary the period
during which you provide services to us under a Temporary Assignment
whether or not the contractual L. Minimum Rate: the minimum daily rate of pay we reasonably expect to pay you in the event of a Temporary Assignment, as agreed between us M. Terms and Conditions: the terms and conditions within this document which are subject to the definitions and meanings in this section
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