Agency Worker Contract for Services

1.  INTERPRETATION  

1.1 The definitions and rules of interpretation in this clause apply to this agreement.

App: the online application developed by IBService that allows Temporary Workers to register on the Website and provide services to Clients.

Assignment:  the temporary services to be carried out by the Temporary Worker for the Client, as more particularly described in Clause 3 and in the Booking Placement Form.

AWR 2010:  the Agency Workers Regulations 2010 (SI 2010/93).

Booking Placement Form:  written confirmation of the detail of a particular Assignment to be given to the Temporary Worker on acceptance of that Assignment.

Business Day:  a day other than a Saturday, Sunday or public holiday when banks in London are open for business.

Calendar Week:  shall have the meaning in regulation 7(4) of the AWR 2010.

Client:  a person, firm, partnership, company or Group company (as the case may be) to whom the Temporary Worker is Introduced or supplied.

Conduct Regulations 2003:  the Conduct of Employment Agencies and Employment Business Regulations 2003 (SI 2003/3319).

Confidential Information: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Client, IBService or any Group company for the time being confidential to the Client, IBService or any Group company and trade secrets including, without limitation, technical data and know-how relating to the business of the Client or IBService or of any Group company or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts, including in particular (by way of illustration only and without limitation) and including (but not limited to) information that the Temporary Worker creates, develops, receives or obtains in connection with the Assignment, whether or not such information (if in anything other than oral form) is marked confidential.

Engage:  the employment of a Temporary Worker or the engagement directly or indirectly through any employment business other than through IBService (whether for a definite or indefinite period) of a Temporary Worker as a direct result of any Introduction or Assignment to the Client and the term Engaged shall be construed accordingly.

Group:  in relation to a company, that company, each and any subsidiary or holding company from time to time of that company, and each and any subsidiary from time to time of a holding company of that company.

holding company:  has the meaning given in Clause 1.5.

IBService: Infinity Bravo Service Limited incorporated and registered in England and Wales with company number 11840489 whose registered office is at Flat2 Block Flat 2 Block B, Peabody Buildings, Dufferin, Islington, London, England, EC1Y 8PB.

Intellectual Property Rights:  patents, rights to inventions, copyright and related rights, moral rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Introduce:  the provision to the Client of information by IBService by way of a curriculum vitae or in such format as the Client may from time to time require which identifies the Temporary Worker and Introduction and Introduced shall be construed accordingly.

Introduction Fee:  a fee payable by the Client to IBService in the circumstances set out in Clause 4.

Other Qualifying Period Payment:  any remuneration payable to the Temporary Worker (other than the Qualifying Period Rate of Pay), which is not excluded by virtue of regulation 6 of the AWR 2010, such as any overtime, shift premium, commission or any bonus, incentive or rewards which are directly attributable to the amount or quality of work done by a Temporary Worker and are not linked to a financial participation scheme (as defined by the AWR 2010).

Qualifying Period:  12 continuous Calendar Weeks, as defined in regulation 7 of the AWR 2010, subject always to regulations 8 and 9 of the AWR 2010.

Qualifying Period Rate of Pay:  the rate of pay that will be paid to the Temporary Worker on completion of the Qualifying Period, if this rate is higher than the Rate of Pay. Such rate will be paid for each hour worked during an Assignment (to the nearest quarter hour) weekly in arrears, subject to any deductions that IBService is required to make by law and to any deductions that the Temporary Worker has specifically agreed can be made.

Rate of Pay:  the rate of pay that will be paid to the Temporary Worker prior to completion of the Qualifying Period. Such rate will be paid for each hour worked during an Assignment (to the nearest quarter hour) weekly in arrears, subject to any deductions that IBService is required to make by law and to any deductions which the Temporary Worker has specifically agreed can be made.

Relevant Period:  shall have the meaning set out in regulation 10(5) and (6) of the Conduct Regulations 2003.

Relevant Terms and Conditions: the relevant terms and conditions as defined in regulation 6 of the AWR 2010 that apply once the Temporary Worker has completed the Qualifying Period.

Required Assignment Information:  shall have the meaning set out at clause 3.6.

Subsidiary:  has the meaning given in clause 1.5.

Temporary Worker:  a worker Introduced and supplied by IBService to the Client to provide services to the Client not as an employee of the Client, who is deemed to be an agency worker for the purposes of regulation 3 of the AWR 2010.

Temporary Work Agency:  shall have the meaning set out in regulation 4(1) of the AWR 2010.

Vulnerable Person:  shall have the meaning set out in regulation 2 of the Conduct Regulations 2003.

Website: our website hosted at www.infinitybravoservice.com.

WTR 1998:  the Working Time Regulations 1998 (SI 1988/1833).

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.7 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.8 A reference to writing or written includes email.

1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.10 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

1.11 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

2.  THE AGREEMENT 

 

2.1 These terms set out the entire agreement between IBService and the Temporary Worker for the supply of services to a Client and shall govern all Assignments undertaken by the Temporary Worker (including, for the avoidance of doubt, where the Temporary Worker undertakes an Assignment without having signed these terms). No contract shall exist between IBService and the Temporary Worker between Assignments.

2.2 By registering on our Website the Temporary Worker agrees to these terms and that these terms will govern all Assignments undertaken by the Temporary Worker. If you do not agree to these terms, you must not undertake an Assignment.

2.3 In the event of a conflict between these terms and the Booking Placement Form, the Booking Placement Form shall prevail over these terms.

2.4 All Temporary Workers before they can undertake Assignments must first complete the online application via the App in full and provide all the references and documentations requested by IBService either via the App or by any means. If the Temporary Worker does not complete the online application or provide the requested documentation the Temporary Worker will not be able to apply for roles and undertake Assignments.

2.5 IBService reserves the right to revise these terms at any time. If IBService makes changes to these terms IBService will contact the Temporary Workers via email with details of the changes, Temporary Workers will also be notified of any changes to these terms via the App. If you continue to use the App after being notified of a change to these terms you agree to the changes, if you do not agree to the changes, you must not use the App and the agreement between IBService and the Temporary Worker will terminate.

2.4 The first Assignment will commence on the date notified to the Temporary Agency Worker. IBService will also notify the Temporary Worker of the start date of any subsequent Assignment.

2.5 For the avoidance of doubt, this agreement constitutes a contract for services and not a contract of employment between IBService and the Temporary Worker or the Temporary Worker and the Client. The Temporary Worker has the status of worker and is not an employee.

 

2.6 For the purposes of the Conduct Regulations 2003, IBService acts as an Employment Business in relation to the Introduction and supply of the Temporary Worker to the Client.

3.  ASSIGNMENTS  

3.1 The first three (3) months of the Temporary Worker’s engagement by IBService shall be a probationary period and this agreement may be terminated during this period at any time on one week’s prior notice by IBService. IBService may, at its discretion, extend the probationary period for up to a further three (3) months. During the probationary period the Temporary Worker’s performance and suitability for further work will be monitored.

3.2 If the Temporary Worker is absent during an Assignment due to incapacity within the probationary period for a period which exceeds one week the probationary period will be extended by the period of the Temporary Worker’s absence to allow adequate monitoring of performance.

3.3 At the end of the probationary period the Temporary Worker will be informed in writing if they have successfully completed their probationary period. If the Temporary Worker does not receive any written confirmation, the Temporary Worker should assume that their probationary period continues.

 

3.4 IBService will endeavour to obtain suitable Assignments for the Temporary Worker to perform work. IBService is not obliged to offer an Assignment to the Temporary Worker and the Temporary Worker shall not be obliged to accept any Assignment offered by IBService.

 

3.5 The Temporary Worker acknowledges that the nature of temporary work means that there may be periods when no suitable work is available. The Temporary Worker agrees that suitability of an Assignment shall be determined solely by IBService and that IBService shall incur no liability to the Temporary Worker should it fail to offer any Assignments.

 

3.6 Except as provided below, at the same time as an Assignment is offered to the Temporary Worker, IBService shall provide the Temporary Worker via the App with the following information (the Required Assignment Information):

 

(a)  the identity of the Client, and if applicable the nature of its business;

(b)  the date the Assignment is to commence and the duration or likely duration of the Assignment;

(c)  the position which the Client seeks to fill, including the type of work the Temporary Worker in that position would be required to do, the location at which, and the days and hours during which, the Temporary Worker would be required to work;

(d)  the Rate of Pay and any expenses payable by or to the Temporary Worker;

(e)  any risks to health and safety known to the Client in relation to the Assignment and the steps the Client has taken to prevent or control such risks; and

(f)  the experience, training, qualifications and any authorisation which the Client considers are necessary or which are required by law or a professional body for the Temporary Worker to possess in order to work in the Assignment.

 

3.7 Where the Required Assignment Information is not given via the App, IBService shall confirm it in writing or electronically as soon as possible and in any event no later than the end of the third Business Day following the day on which the Assignment was offered to the Temporary Worker.

3.8 Unless the Temporary Worker requests otherwise, Clause 3.6 will not apply where the Temporary Worker is being Introduced or supplied to the Client to work in the same position as one in which the Temporary Worker has previously been supplied within the previous five (5) Business Days and the Required Assignment Information (with the exception of the date or likely duration of the Assignment) is the same as that already given to the Temporary Worker.

3.9 Subject to Clause 3.8 and Clause 3.10, where the Assignment is intended to last for five (5) consecutive Business Days or less and the Required Assignment Information has previously been given to the Temporary Worker and remains unchanged, IBService shall provide written confirmation of the identity of the Client and the likely duration of the Assignment.

3.10 Where the provisions of Clause 3.9 have been met but the Assignment extends beyond the intended five (5) consecutive Business Day period, IBService shall provide the remaining Required Assignment Information to the Temporary Worker in paper or electronic form within eight Business Days of the start of the Assignment or by the end of the Assignment, if sooner.

 

3.11 If the Temporary Worker has completed the Qualifying Period on the start date of the relevant Assignment or completes the Qualifying Period during the relevant Assignment, the Temporary Worker will be informed of the Qualifying Period Rate of Pay if different from the Rate of Pay, together with the Other Qualifying Period Payments and the other Relevant Terms and Conditions to which the Temporary Worker is now entitled under the AWR 2010.

3.12 If the Temporary Worker considers that they have not received the Relevant Terms and Conditions on completion of the Qualifying Period, the Temporary Worker may raise this in writing with IBService setting out as fully as possible the basis of their concerns. IBService shall, within 28 days of receiving such request, provide the Temporary Worker with a written statement setting out:

 

(a)  relevant information relating to the basic work and employment conditions of the workers of the Client;

(b)  the factors that IBService considered when determining such basic work and employment conditions; and

(c)  where IBService seeks to rely on the defence in regulation 5(3) of the AWR 2010, relevant information which:

 

(i)  explains the basis on which it is considered that an individual is a comparable employee; and

(ii)  describes the basic work and employment conditions which apply to that employee.

 

4.  TEMPORARY TO PERMANENT  

 

4.1 The Temporary Worker acknowledges that IBService will be entitled to charge the Client the Introduction Fee where:

(a)  the Client Engages the Temporary Worker within the Relevant Period; or

(b)  the Client introduces the Temporary Worker to a third party (other than another employment business) who subsequently Engages the Temporary Worker within the Relevant Period.

4.2 The Introduction Fee will not be payable in the circumstances described in Clause 4.1(a) if the Client agrees to extend the period of the Assignment for a specified period at the end of which the Temporary Worker may be Engaged by the Client without further charge.

4.3 If the Client decides to Engage the Temporary Worker directly on a full-time basis and the Temporary Worker agrees to accept the Engagement, then the Temporary Worker will enter into a contract of employment with the Client and IBService will no longer be involved except for the entitlement to an Introduction Fee under Clause 4.1 above. For the avoidance of doubt, the Client is not obliged to Engage the Temporary Worker and the Temporary Worker shall not be obliged to accept any offer of Engagement.

5.  TEMPORARY WORKER’S OBLIGATIONS  

5.1 The Temporary Worker is not obliged to accept any Assignment offered by IBService. If the Temporary Worker does accept an Assignment, the Temporary Worker shall:

(a)  co-operate with the Client’s reasonable instructions and accept the direction, supervision and control of any responsible person in the Client’s organisation;

(b)  observe any relevant rules and regulations of the Client’s organisation (including normal hours of work) of which the Temporary Worker has been informed or of which the Temporary Worker should be reasonably aware;

(c)  co-operate with IBService in the completion and renewal of all mandatory checks, including in relation to the Temporary Worker’s right to work in the UK;

(d)  where the Assignment involves working with any Vulnerable Persons, provide IBService with copies of any relevant qualifications or authorisations including an up-to-date Disclosure and Barring Service certificate and two references which are from persons who are not related to the Temporary Worker;

(e)  take all reasonable steps to safeguard their own health and safety and that of any other person who may be present or be affected by their actions on the Assignment and comply with the health and safety policies of the Client;

(f)  not engage in any conduct detrimental to the interests of IBService or the Client;

(g)  comply with all relevant statutes, laws, regulations and codes of practice from time to time in force in the performance of the Assignment and applicable to the Client’s business, including without limitation, any equal opportunities or non-harassment policies.

5.2 If the Temporary Worker accepts any Assignment offered by IBService, as soon as possible before the commencement of each such Assignment and during each Assignment (as appropriate) and at any time at IBService’s request, the Temporary Worker undertakes to:

 

(a)  inform IBService of any Calendar Weeks whether before the date of commencement of the relevant Assignment or during the relevant Assignment in which the Temporary Worker has worked in the same or a similar role with the Client via any third party;

(b)  provide IBService with all the details of such work, including (without limitation) details of when, where and the period(s) during which such work was undertaken, the role performed and any other details requested by IBService; and

(c)  inform IBService if before the date of the commencement of the relevant Assignment the Temporary Worker has:

 

(i)  completed two or more assignments with the Client;

(ii)  completed at least one assignment with the Client and one or more assignments with a member of the Client’s Group; or

(iii)  worked in more than two roles during an assignment with the Client and on at least two occasions has worked in a role that was not the same role as the previous role.

5.3 If the Temporary Worker is unable for any reason to attend work during the course of an Assignment, they should first inform IBService at least one hour before their normal start time to enable alternative arrangements to be made. If this is not possible, the Temporary Worker should inform the Client and then IBService as soon as possible.

5.4 If, either before or during the course of an Assignment, the Temporary Worker becomes aware of any reason why they may not be suitable for an Assignment, they shall notify IBService without delay.

6.  REMUNERATION  

 

6.1 IBService shall pay the Rate of Pay to the Temporary Worker until the Temporary Worker completes the Qualifying Period. The Rate of Pay will be set out in the relevant Booking Placement Form for a particular Assignment.

6.2 If the Temporary Worker has completed the Qualifying Period on the start date of the relevant Assignment or following completion of the Qualifying Period during the relevant Assignment, IBService shall pay to the Temporary Worker:

 

(a)  the Qualifying Period Rate of Pay; and

(b)  the Other Qualifying Period Payments,

which will be set out in the relevant Booking Placement Form.

6.3 Where the Relevant Terms and Conditions contain a performance-related bonus for which the Temporary Worker may be eligible on completion of the Qualifying Period, the Temporary Worker will comply with any requirements of IBService or the Client relating to the assessment of the Temporary Worker’s performance for the purpose of determining entitlement to such bonus and the amount of any such bonus. If the Temporary Worker satisfies the relevant assessment criteria, IBService will pay the Temporary Worker the bonus less any deductions that IBService is required to make by law at the relevant time.

 

6.4 Subject to any applicable statutory entitlement and to Clause 9 and Clause 10, the Temporary Worker is not entitled to receive payment from IBService or the Client for time not spent working on the Assignment, whether in respect of holidays, illness or absence for any other reason, unless otherwise agreed.

6.5 “Payroll Advance” refers to Temporary Worker receiving a portion of their pay before their next normal payday. The Temporary Worker acknowledges that IBService isn’t obliged to pay the Temporary Worker in advance, IBService may choose to do so ai its sole discretion and only if the Temporary Worker have legitimate reasons. If the Payroll Advance request is denied, IBService will inform the Temporary Worker within one business day.

6.6 Temporary Worker can ask for a Payroll Advance if they:

  • Have completed their probation period;

  • Have not asked for a Payroll Advance in the past six (6) months; and

  • a legitimate reason to ask for a Payroll Advance, usually an unexpected or unavoidable occurrence.

6.7 Payroll Advance cannot exceed 60% of the earnings to date for the current month. IBService will deduct the amount of the advance pay from the Temporary Worker’s future pay. This means at IBService sole discretion:

  • Deducting the full amount of the Payroll Advance from the next pay due to the Temporary Worker; or

  • Repaying the amount of the Payroll Advance in small installments from the next pay periods immediately following the pay period from which the advance is made.

6.8 if the Temporary Worker resigns or terminates this agreement or the Assignment prior to total repayment of the Payroll Advance, the Temporary Worker acknowledges and agrees to authorize IBService to deduct any unpaid advance amount from any payment due to the Temporary Worker at the time of termination or resignation and the Temporary Worker also agrees to execute any document IBService may require to give effect to this Clause.

7.  BENEFITS  

 

The Temporary Worker is not entitled to any benefits.

8.  TIME SHEETS  

8.1 The Temporary Worker has no normal hours of work and will be required to work the hours and days as required by the Client during the Assignment. The Temporary Worker’s hours and days of work will vary according to the needs of the Client as notified via the App. The Temporary Worker will be notified of the hours and days they will be required to work in advance of accepting the Assignment via the App.

 

8.2 At the beginning of each week of an Assignment (or at the end of an Assignment if it is for a period of one week or less or is completed before the end of a week) IBService will make available to the Temporary Worker via the App (or by any other method chosen by IBService) a completed time sheet indicating the number of hours worked during the preceding week (or such lesser period) and signed by an authorised representative of the Client.

8.3 Subject to Clause 8.4, IBService shall pay the Temporary Worker for all hours worked on a monthly basis regardless of whether IBService has received payment from the Client for those hours.

8.4 If the Client fails to submit a properly authorised time sheet, any payment due to the Temporary Worker may be delayed while IBService investigates (in a timely fashion) what hours, if any, were worked by the Temporary Worker. IBService shall make no payment to the Temporary Worker for hours not worked.

8.5 For the avoidance of doubt and for the purposes of the WTR 1998, the Temporary Worker’s working time shall only consist of those periods during which they are carrying out activities or duties for the Client as part of the Assignment. Time spent travelling to the Client’s premises (with the exception of time spent travelling between two or more premises of the Client), lunch breaks and other rest breaks shall not count as part of the Temporary Worker’s working time for these purposes. This Clause 8.5 is subject to IBService’s obligations to provide the Temporary Worker with the Relevant Terms and Conditions on completion of the Qualifying Period.

 

8.6 The Temporary Worker acknowledges and accepts that it could be a criminal offence under the Fraud Act 2006 to falsify any time sheet, for example by claiming payment for hours that were not actually worked.

8.7 The Temporary Worker must also inform IBService of all other working time that the Temporary Worker spent working elsewhere during any week where the Temporary Worker worked on any Assignment for IBService. In order to allow IBService to comply with the requirements of WTR 1998.

9.  HOLIDAYS  

 

9.1 Subject to Clause 9.2, the Temporary Worker is entitled to the equivalent of 5.6 weeks’ paid holiday during each holiday year (including all bank holiday entitlements). IBService’s holiday year runs between 1 January and 31 December. If an Assignment starts or finishes part way through the holiday year, the Temporary Worker’s holiday entitlement during that year shall be calculated on a pro-rata basis rounded up to the nearest whole day.

9.2 On completion of the Qualifying Period, the Temporary Worker may be entitled to annual leave in addition to the Temporary Worker’s entitlement under Clause 9.1. In those circumstances, IBService will inform the Temporary Worker in the relevant Booking Placement Form of any such entitlement and the date from which such entitlement will commence.

 

9.3 All entitlement to annual leave must be taken during the course of the holiday year in which it accrues. No untaken holiday can be carried forward to the next holiday year unless the Temporary Worker has been prevented from taking it in the relevant holiday year by a period of sickness absence, in which case carry-over is limited to four weeks’ holiday per year less any leave taken during the holiday year that has just ended. Any such carried over holiday which is not taken within eighteen (18) months of the end of the relevant holiday year will be lost.

9.4 The Temporary Worker should give at least four (4) weeks’ notice of any proposed holiday dates and these must be agreed by IBService in writing in advance. IBService may require the Temporary Worker to take holiday on specific days, as notified to the Temporary Worker.

9.5 Subject to Clause 9.2, in the course of any Assignment during the first holiday year, the Temporary Worker is entitled to request leave at the rate of one-twelfth of the Temporary Worker’s total holiday entitlement in each month of the holiday year.

 

9.6 Where a bank holiday or other public holiday falls during an Assignment and the Temporary Worker ordinarily would work on that day, then subject to the Temporary Worker having accrued entitlement for payment for leave, that day shall count as part of the Temporary Worker’s paid annual leave entitlement.

 

9.7 At the end of the Assignment the Temporary Worker shall be entitled to be paid in lieu of accrued but untaken holiday for the holiday year in which termination takes place. The amount of such payment in lieu shall be one hour’s pay for each accrued but untaken hour of the holiday entitlement.

9.8 If the Temporary Worker has taken more holiday than their accrued entitlement at the end of the Assignment, IBService shall be entitled to deduct the appropriate amount from any payments due to the Temporary Worker. The amount of such deduction shall be one hour’s pay for each hour of holiday taken in excess of the accrued entitlement.

9.9 Notwithstanding the above the Temporary Worker may be entitled to elect via the App to be paid in lieu of the holiday entitlement together with the applicable Rate of Pay or the Qualifying Period Rate of Pay, as the case may be. If the Temporary Worker chooses to be paid in lieu of the holiday entitlement together with the applicable Rate of Pay (or the Qualifying Period Rate of Pay as the case may be) IBService will pay the Temporary Worker as follow:

  1. the Rate of Pay (or Qualifying Period Rate of Pay);

  2. the holiday pay equivalent to 12.07% of the Rate of Pay (or Qualifying Period Rate of Pay); and

  3. where applicable Other Qualifying Period Payments

10.  SICKNESS ABSENCE  

 

10.1 If the Temporary Worker is absent from work for any reason, they must notify IBService of the reason for their absence as soon as possible but no later than the first day of absence.

10.2 If the Temporary Worker satisfies the qualifying conditions laid down by law, they may be entitled to receive Statutory Sick Pay (SSP) at the prevailing rate in respect of any period of sickness or injury during the Assignment. The Temporary Worker will not be entitled to any other payments during such period.

10.3 In all cases of absence, a self-certification form, which is available from IBService, must be completed on the Temporary Worker’s return to work. For any period of incapacity due to sickness or injury which lasts for seven (7) consecutive days or more, a doctor’s certificate (a “statement of fitness for work”) stating the reason for absence must be obtained at the Temporary Worker’s own cost and supplied to IBService. Further certificates must be obtained if the absence continues for longer than the period of the original certificate. If the Temporary Worker is certified as “fit for work” IBService, the Temporary Worker and the Client will discuss any additional measures that may be needed to facilitate the Temporary Worker’s return to work. If appropriate measures cannot be taken, the Temporary Worker will remain on sick leave and IBService will set a date to review the situation.

11.  OTHER PAID LEAVE  

 

11.1 During the Assignment the Temporary Worker is not entitled to any other paid leave.

11.2 IBService may replace, amend or withdraw its policy on any of the above types of leave at any time.

12.  TERMINATION  

12.1 IBService, the Client or the Temporary Worker may terminate the Assignment at any time without prior notice or liability.

12.2 The Temporary Worker acknowledges that the continuation of an Assignment is subject to and dependent on the continuation of the agreement entered into between IBService and the Client. If that agreement is terminated for any reason, the Assignment shall cease with immediate effect without liability to the Temporary Worker, except for payment for work done up to the date of termination of the Assignment.

12.3 Unless exceptional circumstances apply, the Temporary Worker’s failure to inform the Client or IBService of their inability to attend work will be treated as termination of the Assignment by the Temporary Worker.

12.4 If the Temporary Worker is absent during the course of an Assignment and the Assignment has not otherwise been terminated, IBService will be entitled to terminate the Assignment in accordance with Clause 12.1 if the work to which the Temporary Worker was assigned is no longer available.

13.  INTELLECTUAL PROPERTY RIGHTS  

 

The Temporary Worker acknowledges that all Intellectual Property Rights deriving from services carried out by the Temporary Worker for the Client during the Assignment shall belong to the Client. Accordingly, the Temporary Worker shall execute all such documents and do all such acts as IBService and the Client shall from time to time require in order to give effect to the Client’s rights pursuant to this clause.

14.  CONFIDENTIALITY  

14.1 In order to protect the confidentiality and trade secrets of IBService and the Client, the Temporary Worker agrees not at any time:

(a)  whether during or after an Assignment (unless expressly so authorised by the Client or IBService as a necessary part of the performance of their duties), to disclose to any person or to make use of any of the trade secrets or the Confidential Information of the Client or IBService; or

(b)  to make any copy, abstract or summary of the whole or any part of any document or other material belonging to the Client or IBService except when required to do so in the course of the Temporary Worker’s duties under an Assignment, in which circumstances such copy abstract or summary would belong to the Client or IBService, as appropriate.

14.2 The restriction in Clause 14.1 does not apply to:

 

(a)  any use or disclosure authorised by the Client or IBService or as required by law a court of competent jurisdiction or any governmental or regulatory authority;

(b)  any information which is already in, or comes into, the public domain otherwise than through the Temporary Worker’s unauthorised disclosure; or

(c)  the making of a protected disclosure within the meaning of section 43A of the Employment Rights Act 1996.

 

14.3 At the end of each Assignment or on request the Temporary Worker agrees to deliver up to the Client or IBService (as directed) all documents (including copies), ID cards, swipe cards, equipment, passwords, pass codes and other materials belonging to the Client which are in its possession, including any data produced, maintained or stored on the Client’s computer systems or other electronic equipment.

15.  DATA PROTECTION  

15.1 IBService and the Client will collect and process information relating to the Temporary Worker in accordance with the data protection policy.

15.2 The Temporary Worker shall comply with the data protection policy of both IBService and the Client when handling personal data including personal data relating to any employee, worker, contractor, customer, client, supplier or agent of IBService or Client.

15.3 Failure to comply with the data protection policy and/or any of the policies may be dealt with under IBService’s the Client’s disciplinary procedure and, in serious cases, may be treated as gross misconduct leading to summary dismissal.

16.  PENSIONS  

 

The Temporary Worker is not eligible to be enrolled in a pension scheme, unless otherwise stated by IBService in writing.

17.  DISCIPLINARY AND GRIEVANCE PROCEDURES  

 

The Temporary Worker’s attention is drawn to the disciplinary rules and procedure, and grievance procedure, applicable to their engagement. These rules and procedures do not form part of this agreement.

18.  WARRANTIES AND INDEMNITIES  

18.1 The Temporary Worker warrants that:

(a)  the information supplied to IBService in any application documents is correct;

(b)  the Temporary Worker has the experience, training, qualifications and any authorisation which the Client considers are necessary or which are required by law or by any professional body for the Temporary Worker to possess in order to perform the Assignment;

(c)  the Temporary Worker is not prevented by any other agreement, arrangement, restriction (including, without limitation, a restriction in favour of any employment agency, employment business or client) or any other reason, from fulfilling the Temporary Worker’s obligations under this agreement; and

(d)  the Temporary Worker has valid and subsisting leave to enter and remain in the United Kingdom for the duration of this agreement and is not (in relation to such leave) subject to any conditions which may preclude or have an adverse effect on the Assignment.

18.2 The Temporary Worker shall indemnify and keep indemnified IBService and the Client against all demands (including legal and other professional fees and expenses) which IBService or the Client may suffer, sustain, incur, pay or be put to arising from or in connection with:

(a)  any failure by the Temporary Worker to comply with its obligations under this agreement;

(b)  any negligent or fraudulent act or omission by the Temporary Worker;

(c)  the disclosure by the Temporary Worker of any Confidential Information;

(d)  any employment-related claim brought by the Temporary Worker in connection with the Assignment; or

(e)  the infringement by the Temporary Worker of the Client’s or any Group Company’s Intellectual Property Rights.

 

19.  NO PARTNERSHIP OR AGENCY  

 

19.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

19.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

20.  COLLECTIVE AGREEMENTS  

 

There is no collective agreement which directly affects the Temporary Worker’s engagement as a worker.

    

21.  ENTIRE AGREEMENT  

 

21.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

21.3 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives). A written copy of the varied terms, including the date from which they take effect, shall be given to the Temporary Worker no later than the fifth Business Day following the day on which the variation was agreed.

21.4 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

22.  THIRD PARTY RIGHTS  

  

No one other than a party to this agreement shall have any right to enforce any of its terms.

23.  NOTICES  

 

23.1 A notice given to a party under or in connection with this agreement shall be in writing and shall be:

(a)  delivered by hand or by pre-paid first-class post or other next working day delivery service at the address given in this agreement or as otherwise notified in writing to the other party; or

(b) sent by email to the address specified by the party.

23.2 Unless proved otherwise, any such notice shall be deemed to have been received:

 

(a)  if delivered by hand, at the time the notice is left at the address given in this agreement or given to the addressee;

(b)  if sent by pre-paid first-class post or other next working day delivery service providing proof of delivery; at 9.00am on the second Business Day after posting; or

(c)  if sent by email, at the time of transmission.

23.3 If deemed receipt under Clause 23.2 would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this Clause 23.3, business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

23.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24.  SEVERANCE  

 

24.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

24.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

25.  GOVERNING LAW AND JURISDICTION  

25.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

25.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.