1. DEFINITIONS

1.1. In these Terms of Business, the following definitions apply;

 “Assignment” Means the period during which the Temporary Worker is supplied to render services to the Client:

“Client” Means the person; firm or corporate body together with any subsidiary or associated company as defined by the Companies Act 1985 to which the Temporary Worker is supplied:

“The Employment Business” Means Orchard Professional Solutions Ltd (OPS Ltd) 11 Landress Lane, Beverley, East Riding, HU17 8HA

“Engagement” Means the engagement, employment, or use of the Temporary Work directly by the Client or any third party or through any other employment business 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, directly or through a limited company of which the Temporary Worker is an officer or employee.

“Temporary Worker” Means the individual who is introduced by the Employment Business to render services to the Client

“Transfer Fee” Means the free payable in accordance with clause 7.1(b) below and Regulation 10 of the Conduct of Employment Agencies and Employment Business Regulations 2003

“Relevant Period” Means the later of either 14 weeks from the first day on which the Temporary Worker was supplied by the Employment Business to work for the Client, or 8 weeks from the day after the Temporary Worker was last supplied by the Employment Business to the Client.

“Introduction Fee” Means the Fee Payable in accordance with clause 7.2 (b) below and Regulation 10 of the Conduct of Employment Agencies and Employment Business Regulations 2003

“Introduction" Means the Clients Interview of a Temporary Worker in person or by telephone, following the Client’s instruction to the Employment Business to search for a Temporary Worker; or the passing to the Client of a Curriculum Vitae or other information which identifies the Temporary Worker, and which leads to an Engagement of that Temporary Worker by the Client

“Remuneration” Includes basic salary or fees, guaranteed and/or anticipated bonus and commission earning, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and where applicable, non-taxable) emoluments payable to or receivable by the Temporary Worker for services rendered to or on behalf of the Client or any third party. Where a company car is provided, a notional amount will be added to the salary in order to calculate the Employment Business fee.

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 these Terms are for convenience only and do not affect their interpretation.

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2. THE CONTRACT

2.1. These Terms govern the Supply of the Temporary Worker’s services by the Employment Business to the Client and are deemed to be accepted by the Client by virtue of its request for, interview or engagement of the Temporary Worker.

2.2. No variation or alternation to these Terms shall be valid unless approved by the Employment Business in Writing

2.3. Unless otherwise agreed in writing by the Employment Business, these Terms prevail over any terms of business or purchase conditions proffered by the Client

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3. CHARGES

3.1. The Client agrees to pay the hourly charges of the Employment Business as notified at the commencement of the Assignment and as may be varied from time to time during the Assignment. The charges are calculated according to the number of hours worked by the temporary worker. The charges are comprised mainly of the Temporary Worker’s remuneration but also include the Employment Business’ commission, employer’ national insurance contributions and any travel, hotel or other expenses as may have been agreed with the client or, if there is no such agreement, such expenses as are reasonable. VAT is payable in the entirety of these charges.

3.2. The charges are invoiced to Client in a weekly basis and are payable within 30 days. The Company reserves the right to charge interest on any overdue amounts at the rate of 8% per annum above the base rate from time to time of NatWest PLC from the due date until the date of payment.

3.3. There are no rebates payable in respect of the charges of the Employment Business.

Information to be provided

3.4. When making an introduction of a Temporary worker to the Client the Employment Business shall inform the client of the identity of the Temporary worker, that the Temporary Worker has the necessary or required experience, training, qualifications and any authorization required by law or a professional body to work in the Assignment, whether the Temporary Worker will be employed by the Employment Business under a contract of service or apprenticeship or a contract of services, and that the Temporary Worker is willing to work in the Assignment.

3.5. 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 the Temporary Worker is being introduced for an Assignment in the same position as one in which the Temporary Worker had previously been supplied within the previous five business days and such information has already been given to the Client.

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4. TIMESHEETS

4.1. At the end of each week of an assignment (or at the of an assignment where it is for a period of one week or less or is completed before the end of a week) the Client shall sign the Employment Business timesheet verifying the number of hours worked by the Temporary Worker during that week.

4.2. Signature of the timesheet by the Client is confirmation of the number of hours worked. If the Client is unable to sign a timesheet produced for authentication by the Temporary Worker because the Client disputes the hours claimed, the Client shall inform the Employment Business as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with the Employment Business to enable the Employment Business to establish what hours, if any, were worked by the Temporary Worker. Failure to sign the time sheet does not absolve the Clients obligation to pay the charges in respect of the hours worked.

4.3. The Client shall not be entitled to decline to sign a time sheet on the basis that he is dissatisfied with the work performed by the Temporary Worker. In cases of unsuitable work, the Client should apply the provisions of the clause 10.1 below.

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5. PAYMENT OF THE TEMPORARY WORKER

5.1. The Employment Business assumes responsibility for the payment of the Temporary Worker’s remuneration and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to the Temporary Worker pursuant to sections 44 – 47 of the income Tax (Earnings and Pensions) Act 2003.

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6. TRANSFER AND INTRODUCTION FEES

6.1. In the event of the Engagement of a Temporary Worker supplied by the Employment Business either directly by the Client or by the Client Pursuant to being supplied by another employment business, with the Relevant Period the client shall be liable to either: a) subject to electing upon giving 7 days’ notice, an extended period of hire of the Temporary worker being 4 weeks during which the Employment Business shall be entitled to the charges set out in clause 3.1 for each hour the Temporary Worker is so employed or supplied or b) A Transfer calculated as follows: 10% of the Remuneration applicable during the first 12 months of Engagement or if the actual amount of the Remuneration is not known, the hourly charges referred to in clause 3.1 multiplied by 150. No refund of the Transfer Fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due.

6.2. In the event that there is an introduction of a Temporary Worker to the Client which does not result in the supply of that Temporary Worker by the Employment Business to the Client, but which leads to an Engagement of the Temporary Worker by the Client either directly or pursuant to being supplied by another Employment Business, the Client shall be liable to either: a) Subject to electing upon giving 7 days’ notice, a period of hire of the Temporary Worker being 4 weeks during which the Employment Business shall be entitled to the charges set out in clause 3.1 for each hour the Temporary Worker is so employed or supplied or b) An Introduction Free is as follows: 10% of the Remuneration applicable during the first 12 months of the Engagement or, if the actual amount of the Remuneration is not known, the hourly charges referred to in clause 3.1 multiplied by 150. No Refund of the Introduction Fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due.

6.3. In the event that the Engagement of the Temporary Worker is fixed for a term of less than 12 months, the fee in clause 7.1b or 7.2b, calculated as a percentage of the Remuneration, will apply pro-rata. If the Engagement is extended beyond the initial fixed term or if the Client re-engages the Temporary Worker within 3 months of termination of the first Engagement the client shall be liable to pay a further fee based on the additional Remuneration for the period of Engagement following the initial fixed term up to the termination of the second Engagement or first anniversary of its commencement, whichever is sooner.

6.4. In the event that the Temporary Worker is introduced by the Client to a third party which results in the engagement of the Temporary Worker by the third party within the Relevant Period the Client shall be liable to pay a transfer Fee calculated as follows: 10% of the Remuneration applicable during the first 12 months of the Engagement or if the actual amount of the Remuneration is not known the hourly charges referred to in clause 3.1 multiplied by 150. NU refund of the Transfer Fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due.

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7. LIABILITY

7.1. Whilst every effort is made by the Employment Business to give satisfaction to the Client by ensuring reasonable standards of skills, integrity and reliability from Temporary workers and further to provide them in accordance with the Client’s booking details, the Employment Business is not liable for any loss, expense, damage arising from any failure to provide any Temporary Worker for all or part of the period of booking or from the negligence, dishonestly, misconduct, or lack of skill of the Temporary Worker. For the avoidance of doubt, the Employment Business does not exclude liability for death or personal injury arising from its own negligence.

7.2. The Employment Business under contracts for services engages Temporary Workers. They are deemed to be under supervision, direction and control of the Client from the time they report to take up duties and for the duration of the Assignment. The Client agrees to be responsible for all acts, errors or omissions of the Temporary Worker, whether wilful, negligent or otherwise as though he was ono the payroll of the Client. The Client will also comply in all respects with all statuses including, for the avoidance of doubt, the Working Time Regulations, by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the Client’s own staff (excluding matters specifically mentioned in Clause 5 above), including in particular the provision of adequate Employer’s and Public Liability Insurance cover for the Temporary Worker during all Assignments. The Client shall advise the Employment Business of any special health and safety matter about which the Employment Business is required to inform the Temporary Worker. The Client shall advise the Employment Business of any special health and safety matters about which the Employment Business is required to inform the Temporary Worker and about any requirements imposed by law or by any professional body, which must be satisfied if the Temporary Worker is to fill the Assignment. The Client will assist the Employment Business in complying with the Employment Business’ duties under the Working Time Regulations by supplying any relevant information about the Assignment requested by the Employment Business and the Client will not do anything to cause the Employment Business to be in breach of its obligations under these Regulations. Where the Client requires or may require the services of a Temporary Worker for more than 48 hours in any week, the Client must notify the Employment Business of this requirement before the commencement of that week.

7.3. The Client shall indemnify and keep indemnified the Employment Business against any costs, claims or liabilities incurred by the Employment Business arising out of any Assignment or arising out of any non-compliance with clause 7.2 and/or as a result of any breach of these Terms by the Client.

7.4. The Client undertakes that it knows of no reason why it would be detrimental to the interests of the Temporary Worker for the Temporary Worker to fill the Assignment.

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8. SPECIAL SITUATIONS

8.1. Where the Temporary Worker is required by law, or any professional body to have qualifications or authorisations to work on the Assignment or the Assignment involves caring for or attending one or more persons under the age of eighteen or any person who by reason of age, infirmity or who is otherwise in need of care and attention, the Employment Business will take all reasonably practicable steps to obtain and offer to provide copies of any relevant qualifications or authorisations of the Temporary Worker, two reference from person not related to the Temporary Worker who have agreed that the references they provide may be disclosed to the Client and has taken all reasonably practicable steps to confirm that the Temporary Worker is suitable for the Assignment. If the Employment Business is unable to do any of the above, it shall inform the Client of the steps it has taken to obtain the information in any event.

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9. TERMINATION

9.1. The Client undertakes to supervise the Temporary Worker sufficiently to ensure the Client is satisfied with the Temporary Worker’s standards of workmanship. If the Client reasonably considers that the services of the Temporary Worker are unsatisfactory, the Client may terminate the Assignment either by instructing the Temporary Worker to leave the Assignment immediately or directing the Employment Business to remove the Temporary Worker. The Employment Business may in such circumstances reduce or cancel the charges for the time worked by the Temporary Worker provided that the Assignment terminates: -

9.1.1. Within four hours of the Temporary Worker commencing the Assignment where the booking is for more than seven hours; or

9.1.2. Within two hours of bookings of seven hours or less and also provided the notification of the unsuitability of the Temporary Work is confirmed in writing to the Employment Business with 48 hours of the termination of the Assignment.

9.2. Any of the Client, the Employment Business or the Temporary work may terminate an Assignment at any time without prior notice and without liability

9.3. The Client shall notify the Employment Business immediately and without delay and in any event within 4 hours if the Temporary Worker fails to attend work or notifies the Client that he is unable to attend work for any reason.

9.4. The Employment Business shall notify the Client immediately if it receives or otherwise obtains information which give it reasonable grounds to believe that a Temporary Worker supplied to the Client is unsuitable for the Assignment and shall terminate the Assignment under the provisions of clause 10.1

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10. LAW

10.1. These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts England & Wales.