Terms

TERMS OF BUSINESS FOR THE INTRODUCTION OF PERMANENT OR FIXED TERM CONTRACT STAFF (TO BE DIRECTLY ENGAGED BY THE CLIENT)

1.DEFINITIONS

1.1 In these Terms the following definitions apply:

“Additional Services” any additional specific service, which may be ancillary to or as part of the Services which the Agency provide to the Client at its request

“Agency” Greystone Engineering Limited or any company in our group of companies (“the Agency”)

“Candidate” means the person Introduced by the Agency to the Client for an Engagement including any officer, employee or other representative of the Candidate if the Candidate is a corporate body, and members of the Agency’s own staff;

“Client” means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to which the Candidate is introduced;

“Engagement” means the engagement, employment or use of the Candidate by the Client or by any third party to whom the Candidate has been introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement; or through a limited company of which the Candidate is an officer, employee or other representative; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;

“Introduction” means (i) the passing to the Client of a curriculum vitae or information which identifies the Candidate or (ii) the Client’s interview of a Candidate (in person, by telephone or by any other means), following the Client’s instruction to the Agency to search for a Candidate; and, in either case, which leads to an Engagement of the Candidate; and “Introduces” and “Introduced” shall be construed accordingly;

“Introduction Fee” means the fee payable by the Client to the Agency for an Introduction resulting in an Engagement;

“Offer” an offer to engage the Candidate communicated either by the Client or the Agency at the Client’s request and which is accepted by the Client;

“Remuneration” includes gross base salary, guaranteed bonus and commission earnings, 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 Candidate for services rendered to or on behalf of the Client or any third party. Where the Client provides a company car, a notional amount of £5,000 will be added to the salary in order to calculate the Agency’s fee;

“Requirement” a request from you in any form for our Services;

“Services” to locate, introduce and/or supply Candidates for you in accordance with your Requirements

“Cancellation Fee” means the fee payable by the Client to the Agency when the Client withdraws an offer of Engagement made to the Candidate before the Candidate has accepted the offer and which is calculated in accordance with clause 3.10;

 “Vulnerable Person” means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention and includes any person under the age of eighteen.

1.2 Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.

1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.

1.4 You agree to accept our Services and you acknowledge and agree:

(a) statutory obligations require us to provide specific information to each Candidate and to other authorities in relation to any Requirement; accordingly to enable us to comply with our obligations and to help us introduce a suitable candidate you must

(i) upon issuing a Requirement or as soon as possible thereafter provide the Requirement information required by us with answers to any additional questions we may raise, and

(ii) prior to an Engagement promptly inform us of any additional information or any change to information already provided

(b) in order to achieve a satisfactory outcome, to check that the Candidate is suitable for your purposes and that you are satisfied with the information and confirmations we have provided to you, regardless of our statutory obligations, and you agree in particular:

(i) regardless of any references or information that we may provide, to take up your own references for the Candidate and verify the curriculum vitae or other information supplied

(ii) to ensure that the Candidate has any necessary permit or authority to work for you and comply with asylum and immigration requirements relevant to an employer

(iii) to explain your requirements to the Candidate promptly on commencement of the Engagement if you have not already done so

(c) where you need authorisation or a licence to be able to engage a Candidate or allow the Candidate to work in the position you seek to fill, your request for us to seek a Candidate shall be deemed to be your confirmation that you have all necessary authorisations and licences unless you inform us otherwise,

(d) to ensure that all information you provide to us is full and accurate.

2. THE CONTRACT

2.1 These terms of business and the attached Schedule(s) (“the Terms”) constitute the contract between the Agency and the Client for the supply of permanent or contract staff (to be engaged directly by the Client) and are deemed to be accepted by the Client by virtue of an Introduction or the Engagement of a Candidate, or the passing by the Client of any information about a Candidate to any third party following an Introduction.

2.2 These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of the Agency, these Terms prevail over any other terms of business or purchase conditions (or similar) put forward by the Client.

2.3 No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a director of the Agency and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.

2.4 The Agency acts as an employment agency (as defined in Section 13(2) of the Employment Agencies Act 1973) when Introducing Candidates to the Client for direct Engagement by that Client.

3. NOTIFICATION AND FEES

3.1 The Client agrees to:

3.1.1 notify the Agency immediately of the terms of any offer of an Engagement which it makes to the Candidate;

3.1.2 notify the Agency immediately that its offer of an Engagement to the Candidate has been accepted and to provide details to the Agency of the Remuneration agreed with the Candidate together with any documentary evidence as requested by the Agency; and

3.1.3 pay the Introduction Fee, to be calculated in accordance with the provisions of this clause 3, by the due date for payment in clause 3.7.

3.2 The Introduction Fee calculated in accordance with clause 3.3 below is payable if the Client Engages the Candidate within the period of twelve calendar months from the date of (a) the Introduction, (b) the Client’s withdrawal of an offer of Engagement or (c) the Candidate’s rejection of an offer of an Engagement, (whichever is the later).

3.3 Wherever there is an Engagement for which, regardless of the circumstances, the Agency believes (whether reasonably or otherwise) it is due an Introduction Fee, the Client shall within 7 days of our written request provide the Agency with information to enable it to identify the Remuneration and term of the Engagement including details of any renewal or extension of an Engagement or of any new Engagement relating to a Candidate.

3.4 The Introduction Fee is the amount equal to the relevant percentage as shown below of the Remuneration applicable during the first 12 months of the Engagement.

20% - up to £70k

25% - £70k-£90k

30% - £90k +

3.5 Where the actual Remuneration is not known, the Agency will charge an Introduction Fee calculated in accordance with clause 3.3 based on its determination of the Remuneration taking into account the market rate level of remuneration applicable for

the position in which the Candidate has been Engaged and with regard to any information supplied to the Agency by the Client and/or comparable positions in the market generally.

3.6 The Client’s obligations under this clause 3 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.

3.7 The Introduction Fee shall be payable within 14 days of the date of the Agency’s invoice which shall be rendered once the Candidate commences the Engagement.

3.8 In the case of an Offer, Remuneration shall be calculated on the projected sum contained within the

3.9 For the purposes of calculating Remuneration the date of an Engagement shall in all cases be the earlier of the date of an agreement to engage or the date of commencement of any services under an Engagement.

3.10 Fees for any Additional Service will be agreed with the Client and are payable on delivery of the service or at such other time as may be agreed in writing

3.11 VAT is charged at the standard rate on all fees. Remuneration in foreign currency will be calculated at the Bank of England Sterling exchange rate applicable on the date of the Agency’s invoice.

3.12 The Agency reserves the right to charge interest on invoiced amounts unpaid by the due date at the rate of 30% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment. The parties agree that having taken independent legal advice, the provisions of this Clause are no greater than what is reasonable and necessary to protect the legitimate interests of the Agency pursuant to providing the Services.

4. REFUNDS

4.1 In these Terms of Business, a Refund means a sum to be Refunded by the Agency (or to the Client in certain circumstances against a particular invoice at the times and rates described).

4.2 It is a condition precedent to any Refund being paid by the Agency that the invoice against which a Refund is or will be sought, is paid to the Agency’s Factor within the credit terms shown on the invoice; irrespective of any surrounding circumstances.

4.3 Irrespective to any proven or claimed right to a Refund, all invoices must be paid within their credit terms to the Agency’s factor and there is no right to set off any proven or claimed right to a Refund.

4.4 If, after an offer has been made and accepted, the Engagement (a) does not commence because the Candidate withdraws their acceptance; or (b) once it has commenced, is terminated by either the Candidate or the Client (except in circumstances where the Candidate is made redundant) before the expiry of 12 weeks from the date of commencement of the

Engagement; then subject to the terms of clause 4.2 the Agency will refund the Introduction Fee in accordance with the accompanying Scale of Refunds set out in the Schedule attached to these Terms.

4.5 In order to qualify for the refund set out in clause 4.1, then the Client must comply with the provisions of clause 3.1 and must notify the Agency in writing of the termination of the Engagement or the non-commencement of the Engagement within 7 days of its termination or non-commencement.

4.6 For the purposes of this clause 4 the date of termination of the Engagement shall be the date on which the Candidate ceases working or would have ceased working for the Client, but for any period of garden leave or payment in lieu of notice, whichever is the later.

4.7 In circumstances where clause 3.5 applies, the full Introduction Fee is payable and there shall be no entitlement to a refund.

4.8 If subsequent to the Client receiving a refund the Candidate is re-Engaged within a period of six calendar months from the date of termination then the refund shall be repaid to the Agency. The Client shall not be entitled to any further refunds in relation to the re-Engagement of this Candidate.

5. INTRODUCTIONS TO THIRD PARTIES

Introductions of Candidates are confidential. If a Client discloses a Candidate’s details to a third party, that will be deemed to be a “Third Party Introduction”. If that Third Party Introduction results in an Engagement of the Candidate by the third party within six months of the Agency’s Introduction of the Candidate to the Client, then the Client will be liable to the Agency for payment of an Introduction Fee in accordance with clause 3. Neither the Client nor the third party shall be entitled to a refund of the Introduction Fee under clause 4 in any circumstances.

6. SUITABILITY CHECKS

6.1 The Agency endeavours to ensure the suitability of Candidates Introduced to the Client to work in the position which the Client seeks to fill by taking reasonably practicable steps to 

6.1.1 ensure that it would not be detrimental to the interests of either the Client or the Candidate;

6.1.2 ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body; and

6.1.3 confirm that the Candidate is willing to work in the position [and]

6.1.4 obtain confirmation of the Candidate’s identity; and that the Candidate has the experience, training, qualifications and any authorisation which the Client considers necessary or which may be required by law or by any professional body].

6.2 Notwithstanding clause 6.1 the Client shall be obliged to satisfy itself as to the suitability of the Candidate for the position they are seeking to fill. The Client is responsible for:

6.2.1 taking up any references provided by the Candidate before Engaging the Candidate;

6.2.2 checking the Candidate’s right to work and obtaining permission to work as may be required by the law of the country in which the Candidate is Engaged to work;

6.2.3 the arrangement of medical examinations and/or investigations into the medical history of any Candidate; and

6.2.4 satisfying any medical and other requirements, qualifications or permission required for the Candidate to work in the Engagement.

6.3 To enable the Agency to comply with its obligations under 6.1 above the Client undertakes to provide to the Agency details of the position which the Client seeks to fill, including the following:

6.3.1 the type of work that the Candidate would be required to do;

6.3.2 the location and hours of work;

6.3.3 the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position;

6.3.4 any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;

6.3.5 the date the Client requires the Candidate to commence the Engagement;

6.3.6 the duration or likely duration of the Engagement;

6.3.7 the minimum rate of Remuneration, expenses and any other benefits that would be offered;

6.3.8 the intervals of payment of Remuneration; and

6.3.9 the length of notice that the Candidate would be entitled to give and receive to terminate their employment with the Client.

6.4 Where the Candidate is Introduced for a position which involves working with, caring for or attending a Vulnerable Person the Agency shall, in addition to the obligations in clause 6.1, take reasonably practicable steps to:

6.4.1 obtain confirmation of the Candidate’s identity;

6.4.2 obtain confirmation that the Candidate has the experience, training, qualifications and any authorisation which the Client considers necessary or which may be required by law or by any professional body; and

6.4.3 obtain and offer to provide copies to the Client of two references from persons who are not relatives of the Candidate and who have agreed that the references they provide may be disclosed to the Client; and any relevant qualifications or authorisations of the Candidate. If the Agency has taken all reasonably practicable steps to obtain such information and has been unable to do so fully it shall inform the Client of the steps it has taken to obtain this information in any event.

6.5 The Client shall responsible for the health and safety of the Candidate and, without limiting that responsibility in any way, you shall

(i) ensure that the work complies with all relevant health and safety procedures and requirements

(ii) undertake such risk assessments as are necessary to ascertain risks and not allow the Candidate to undertake any work that is hazardous without informing the Candidate and the Agency in writing of any specific or potential hazards

(iii) ensure that any equipment or vehicles provided by the Client for use in relation to the Engagement are in good order, suitable, safe and compliant with all relevant regulations and safety requirements

7. INFORMATION TO BE PROVIDED

7.1 When the Agency Introduces a Candidate to the Client the Agency shall inform the Client that they have obtained confirmation of the matters set out in clause 6.1 [and in the case of a position which involves working with Vulnerable Persons the matters in clause 6.4]. 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 Candidate is being Introduced for an Engagement which is the same as one in which the Candidate has worked within the previous 5 business days and such information has already been given to the Client.

8. CONFIDENTIALITY AND DATA PROTECTION

All information relating to a Candidate is confidential.  In addition, information relating to the Agency’s business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.

The Agency and the Client shall comply with The General Data Protection Regulation 2016 and The Data Protection Act 2018 and the personal data provided by the Agency to the Client is provided for the purpose of the Client considering the Candidate’s suitability for the Engagement (the “Purpose”).  The personal data must not be used for any purpose other than the Purpose.  When providing this personal data of the Candidate, the Agency is acting as a Data Controller and the Client is acting as a Data Processor and the parties shall comply with the Data Processing Agreement that is attached as a Schedule to this agreement.

9. LIABILITY

The Agency shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the Agency seeking a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of the Agency to introduce any Candidate. For the avoidance of doubt, the Agency does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.

10. NOTICES

 All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.

11. SEVERABILITY

 If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws.

12. GOVERNING LAW AND JURISDICTION

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

SCALE OF REFUND (Clause 4.1)

1. The following scale of refund only applies in the event that the Client complies with the provisions of clauses 3.1, 4.1 and 4.2 of these Terms.

2. Where the Candidate ceases working for the Client during the first 12 weeks of the Engagement (except where the Candidate is or will be made redundant) or fails to commence an Engagement, except in the circumstances set out in clause 3.10, a refund of the Introduction Fee shall be paid to the Client in accordance with the scale set out below, subject to the conditions in clause 4.1 and 4.2.

Week in which the Engagement terminates in accordance with clause 4.2

% Introduction fee refunded

0 – 4 weeks

5 – 8 weeks

9 – 12 weeks

90%

50%

25%

3. There will be no refund where the Candidate’s Engagement is terminated (or the Engagement would have terminated but for any period of garden leave or payment in lieu of notice) during or after the 13th week of the Engagement

4. A full Rebate will be refunded to the client within 90 days

DATA PROCESSING AGREEMENT 

DEFINITIONS

In this schedule, the terms listed below, shall be defined as follows:

Controller: the Agency, as defined

Data Protection Legislation: (i) the GDPR and any applicable national implementing Laws as amended from time to time (ii) the DPA 2018 to the extent that it relates to processing of personal data and privacy; and (iiii) all applicable Law about the processing of personal data and privacy

Data Loss Event: any event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach

Data Subject Access Request: a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data

DPA 2018: Data Protection Act 2018

GDPR: The General Data Protection Regulation (Regulation (EU) 2016/679)

Party: one of the Parties to this agreement

Personal Data: as defined in the Data Protection Legislation

Processor: the Client

Protective Measures: appropriate technical and organisational measures which may include: pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the such measures adopted by it

Sub-processor: any third Party appointed to process Personal Data on behalf of the Processor related to this Agreement

TERMS OF AGREEMENT

1. The Parties acknowledge that for the purposes of the Data Protection Legislation, the Agency is the Controller and the Client is the Processor where information and Personal Data relating to candidates is supplied for the purposes of the Purpose defined in clause 8 of these terms and conditions.

2. The Client, when acting in the capacity of Processor, shall, in relation to any Personal Data processed in connection with its obligations under this Agreement:

(a) process that Personal Data only in accordance with the requirements of this Agreement, unless required to do otherwise by law;

(b) ensure that it has in place Protective Measures to protect against a Data Loss Event having taken account of the:

(i) nature of the data to be protected;

(ii) harm that might result from a Data Loss Event;

(iii) state of technological development; and

(iv) cost of implementing any measures;

(c) ensure that:

(i) it does not process the Personal Data except in accordance with this Agreement;

(ii) it takes all reasonable steps to ensure the reliability and integrity of any individual who has access to the Personal Data and ensure that they:

(A) are aware of and comply with the Party’s duties under this clause;

(B) are subject to appropriate confidentiality undertakings;

(C) are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by the Controller or as otherwise permitted by this Agreement; and

(D) have undergone adequate training in the use, care, protection and handling of Personal Data; and

(d) not transfer Personal Data outside of the EU unless the prior written consent of the Controller has been obtained and the following conditions are fulfilled:

(i) the Controller under this Agreement has provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37) as determined by the Controller;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) the Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best endeavours to assist the Controller in meeting its obligations); and

(iv) the Processor complies with any reasonable instructions notified to it in advance by the Controller with respect to the processing of the Personal Data;

(e) at the written direction of Controller, delete or return Personal Data (and any copies of it) to the Controller on termination of the Agreement unless the Processor is required by law or regulatory authority to retain the Personal Data.

3. The Processor shall notify the Controller immediately if it:

(a) receives a Data Subject Access Request (or purported Data Subject Access Request);

(b) receives a request to rectify, block or erase any Personal Data;

(c) receives any other request, complaint or communication relating to either Party's obligations under the Data Protection Legislation;

(d) receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under this Agreement;

(e) receives a request from any third Party for disclosure of Personal Data where compliance with such request is required or purported to be required by law; or

(f) becomes aware of a Data Loss Event.

4. The Processor’s obligation to notify under clause 3 shall include the provision of further information to the Controller in phases, as details become available.

5.  Taking into account the nature of the processing, the Processor shall provide the Controller with full assistance in relation to its obligations under Data Protection Legislation and any complaint, communication or request made under clause 3 (and insofar as possible within the timescales reasonably required by the Controller) including by promptly providing:

(a) the Controller with full details and copies of the complaint, communication or request;

(b) such assistance as is reasonably requested by the Controller to enable the Controller to comply with a Data Subject Access Request within the relevant timescales set out in the Data Protection Legislation;

(c) the Controller, at its request, with any Personal Data it holds in relation to a Data Subject;

(d) assistance as requested by the Controller following any Data Loss Event;

(e) assistance as requested by the Controller with respect to any request from the Information Commissioner’s Office, or any consultation by the Controller with the Information Commissioner's Office.

6. The Parties shall maintain complete and accurate records and information to demonstrate its compliance with this Agreement.

7. Before allowing any Sub-processor to process any Personal Data related to this Agreement, the Processor must:

(a) notify the Controller in writing of the intended Sub-processor and processing;

(b) obtain the written consent of the Controller;

(c) enter into a written agreement with the Sub-processor which give effect to the terms set out in this Schedule such that they apply to the Sub-processor; and

(d) provide the Controller with such information regarding the Sub-processor as the Controller may reasonably require.

8. The Processor shall remain fully liable for all acts or omissions of any Sub-processor.

9. Either party may, at any time on not less than 30 Working Days’ notice, revise this Agreement by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when incorporated by attachment to this Agreement).

10. The Parties agree to take account of any guidance issued by the Information Commissioner’s Office. Either Party may on not less than 30 Working Days’ notice to the other Party amend this agreement to ensure that it complies with any guidance issued by the Information Commissioner’s Office.


STANDARD TERMS OF BUSINESS FOR SUPPLY OF CONTRACTOR SERVICES TO CLIENTS

1. Definitions

1.1 In these Terms -

Agency Worker” means a Representative who works temporarily for and under the supervision and direction of the Client and/or End User, as is further defined within the AWR;

Alternative Hire Period” means the period agreed within the Contractor Schedule;

Assignment” means the period during which the Contractor renders the Services to the Client via the Employment Business;

AWR” means the Agency Workers Regulations 2010 (as amended);

Candidate” means the person or company introduced by the Employment Business to the Client for an Engagement including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or employee of the Candidate if the Candidate is a limited liability partnership, and members of the Employment Business’s own staff;

Client” means the person, firm or corporate body together with any subsidiary or associated company (as defined by s. 1159 of the Companies Act 2006) to whom the Employment Business supplies or introduces the Candidate and/or Contractor;

Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended);

Contractor” means any company who provide the Services via the Employment Business to the Client;

Contractor Schedule” means the schedule provided by the Employment Business to the Client confirming the details of each Assignment;

End User” means the company under whose supervision and direction the Agency Worker temporarily works for during the Assignment;

“Employment Business” means the Company or any company within the Company’s group of companies;

“Engagement” means the engagement, employment or use of the Candidate and/or Contractor by the Client or by any third party to whom or to which the Candidate and/or Contractor was introduced by the Client (whether with or without the Employment Business’s knowledge or consent) on a permanent or temporary basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or through any other engagement directly or through a limited company of which the Candidate is an officer or employee or through a limited liability partnership of which the Candidate and/or Contractor is a member or employee; or indirectly through another employment business or company which holds itself out as such and “Engages” and “Engaged” shall be construed accordingly;

Introduced” means -

a) the Client’s interview of a Candidate in person or by telephone; or

b) the passing to the Client of a curriculum vitæ or information about the Candidate;

whichever is earlier and “Introduces” and “Introduction” shall be construed accordingly;

“Insurance Policies” Public liability cover, professional indemnity insurance cover, and employer’s liability insurance cover

Opted-Out” means the notice given by the Contractor and the Representative in accordance with regulation 32(9) of the Conduct Regulations;

Qualifying Period” means as defined within regulation 7 of the AWR;

Quarantine Period” means the “relevant period” as set out within regulation 10(5) of the Conduct Regulations, or the period stated within the Contractor Schedule where the Contractor has Opted-Out of the Conduct Regulations;

Remuneration” means basic salary, shift or weighting allowances, guaranteed and/or anticipated bonus and commission earnings, car allowance and any other benefit or allowance;

Representative” means the employees, officers or representatives of the Contractor, specified in the Contractor Schedule who renders the Services on behalf of the Contractor;

Services” means the services to be undertaken by the Contractor pursuant to these Terms, as described in the Contractor Schedule;

Terms” means these terms of business and shall include any Contractor Schedules issued pursuant to these terms of business; and

Transfer Fee” means the fee set out within the Contractor Schedule.

2. These Terms

2.1 These Terms are effective from and including 28.06.19 and supersede all previous terms of business issued by the Employment Business.

2.2 These Terms shall be deemed to be accepted by the Client and to apply by virtue of (a) the passing of information about a Candidate to the Client by the Employment Business or (b) an Introduction to the Client of, or the Engagement by the Client of, a Candidate or (c) the Client’s interview or request to interview a Candidate (including interview by video conferencing or by telephone) or (d) the signature by the Client on a timesheet relating to services provided by the Contractor or (e) the Client’s signature at the end of these Terms or (f) any other written, expressed acceptance of these Terms. For the avoidance of doubt, these Terms apply whether or not the Candidate is Engaged by the Client for the same type of work as that for which the Introduction was originally effected.

2.3 These Terms contain the entire agreement between the parties in relation to the subject matter hereof and, unless otherwise agreed in writing, these Terms prevail over any previous terms of business, agreement or any purchase conditions put forward by the Client.

2.4 For the purposes of these Terms, the Employment Business acts as an employment business as defined within the Conduct Regulations.

2.5 The Client authorises the Employment Business to act on its behalf in seeking Candidates and, if the Client so requests, shall advertise for Candidates through such methods as are agreed with the Client.

2.6 Where there is a conflict of provisions between these Terms and the Contractor Schedule, the Contractor Schedule shall take precedence.

3. Client Obligations

3.1 The Client shall be responsible for providing office accommodation for the Representative and any necessary resources and facilities, save where the Client agrees that such resources shall be provided by the Contractor.

3.2 These Terms are personal to the Client and shall not be assigned by it without the prior written consent of the Employment Business. For the avoidance of doubt, this restriction shall include any assignment to any subsidiary, associated company or member of the Client’s group.

3.3 The Client shall provide the Employment Business with details of any specific health and safety risks in relation to the Services, together with details of any steps taken to prevent or control such risks.

3.4 The Client shall ensure that the Representative works in a safe environment in accordance with a safe system of work. The Client shall indemnify and keep indemnified the Employment Business from and against all loss or liability suffered or incurred by the Employment Business as a result of any claim by the Contractor and/or Representative arising out of any injury or damage to his/her property suffered in the course of performing the Services.

3.5 The Client undertakes to confirm in writing to the Employment Business -

a) the date upon which the Candidate is required to commence the provision of the Services; and

b) the expected duration of the Engagement; and

c) the nature of and/or specifics of the services required to be provided by the Candidate; and

d) the location/s the Candidate is expected to deliver the Services; and

e) the number of hours/days and any specific time-keeping and recording requirements the Client expects of the Contractor; and

f) any experience, training, qualifications, professional body authorisations the Client requires the Candidate to possess to provide the Services; and

g) any expenses payable by or to the Candidate; and

h) any site regulations, IT access/security/usage policies, any other procedures or policies the Client requires the Candidate to adhere to and shall provide copies of any such policies/procedure to the Employment Business.

3.6 The Client undertakes to notify the Employment Business immediately of its intention to -

a) engage a Candidate Introduced by the Employment Business; or

b) extend an Assignment of or otherwise Engage directly or indirectly a Candidate Introduced and/or supplied via the Employment Business; or

c) engage a Candidate and/or Representative on a permanent, contract or temporary basis or otherwise (including through another recruitment agency, employment business or limited company).

3.7 Where the AWR applies to the Assignment, the Client warrants that it shall, from the start of the Assignment, provide the Agency Worker with -

a) information about relevant vacant posts with the End User; and

b) save where objectively justifiable, access to any and all collective facilities and amenities,

in the same manner as if the Agency Worker were a direct worker or employee of the End User.

3.8 Upon request from the Employment Business, the Client undertakes to provide (without delay) to the Employment Business accurate information about the working and employment conditions that are applicable to the End User, whether by contract or by collective agreement or otherwise and shall include subsequent variations thereto, the End User’s employees and direct workers including (without limitation) –

a) the End User’s standard terms and conditions that apply to their employees and those that apply to their workers;

b) details relating to the application and calculation of, pay scales, bonuses, commission, overtime, shift allowance, unsocial hours allowance, hazardous duties, holiday pay, other related emoluments;

c) entitlements relating to annual leave, night work, rest periods, rest breaks;

d) benefits of monetary value including, without limitation, vouchers and stamps; and

e) any other information as may be required by the Employment Business to comply with the AWR.

3.9 Where the AWR applies to the Assignment, the Client agrees that it shall, upon request from the Employment Business and without delay, provide accurate details relating to the working and employment conditions (as defined within regulation 5(2) and regulation 6 of the AWR) of the End User’s workers and/or employees who undertake the same or broadly similar work as that of the Agency Worker during the Assignment.

3.10 Where the AWR applies to the Assignment and where applicable pursuant to information obtained under clause 9 above, the Client shall, and where applicable shall ensure that the End User shall, apply to the Agency Worker the same or similar process as applied to assess Pay that is directly attributable to the amount or quality of the work done. For the purposes of this clause “Pay” means as defined in regulation 6(2) of the AWR.

3.11 Where the AWR applies to the Assignment and the Agency Worker is pregnant, the Client acknowledges and agrees that, following the Qualifying Period, the Client shall, and where applicable shall procure that the End User shall, permit the Agency Worker time off to attend ante-natal medical appointments and ante-natal classes.

3.12 Where the AWR applies to the Assignment, the Client acknowledges and agrees that, following the Qualifying Period and whereupon the Agency Worker is unable to continue to provide some or all of the Services on maternity grounds due to reasons of health and safety, the Client shall, and where applicable shall procure that the End User shall, undertake to make such reasonable adjustments as are necessary to allow the Agency Worker to continue providing services for the duration of the Assignment. For the avoidance of doubt, such reasonable adjustments shall include provision of alternative work on terms no less favourable than those applicable to the Assignment.

3.13 The Client undertakes and agrees to immediately notify the Employment Business where an Agency Worker has worked for the End User in the same or similar role as the Assignment where, prior to the planned commencement of the Assignment, such role is within the Qualifying Period.

3.14 The Client warrants and undertakes that it shall not, and where applicable shall procure that the End User shall not, seek to deny the Agency Worker’s entitlement to rights under the AWR by virtue of the structure of assignments and shall at all times comply with regulation 9 of the AWR.

3.15 The Client warrants and undertakes that all information it provides to the Employment Business under these Terms shall be true and accurate.

4. The Employment Business’s Obligations

4.1 The Employment Business shall use reasonable endeavours to introduce Candidates to the Client who meet the Client’s stated requirements.

4.2 Where the Employment Business and the Client have agreed that the Employment Business will supply the Client with the services of a particular Candidate, the Employment Business shall give the Client a Contractor Schedule confirming the name of the Contractor and the Representative, the agreed pay rates/fees, term of the Assignment, description of the Services, notice periods and any other relevant details communicated and agreed between the parties.

4.3 The Employment Business shall use reasonable endeavours to ensure that the Contractor and the Representative co-operates with the Client and complies with all the Client’s reasonable and lawful instructions.

4.4 The Employment Business shall use reasonable endeavours to ensure that the Contractor enters into an agreement which contains an obligation on the Contractor and the Representative to assign to the Client, the Contractor’s and the Representative’s intellectual property rights of whatever nature and, if registrable, whether registered or not, in all documents or other material and data or other information and devices or processes provided or created by the Contractor and the Representative in the provision of the Services.

4.5 The Employment Business shall use reasonable endeavours to ensure that the Contractor enters into an agreement which contains an obligation on the Contractor and Representative to keep confidential all confidential information of the Client obtained during the Assignment. For the purposes of this clause, confidential information is confidential if it is clearly marked confidential or if the Client states it is confidential clearly in writing to the Temp.

5. Charges/Fees

5.1 The Client agrees to pay the Employment Business’s charges for the Introduction and the services of Contractors/Candidates as set out in the contractor schedule.

5.2 Signature by the Client of timesheets or other verification of hours or days worked is confirmation of the amount of time worked by the Representative. Failure to sign the timesheet does not absolve the Client of its obligation to pay the charges for the Services provided by the Representative on behalf of the Contractor.

5.3 If the Client is unable to sign a timesheet (or other agreed method of verification of hours/days) produced for authentication by the Representative because the Client disputes the amount of time claimed, then the Client shall notify the Employment Business within two working days from presentation to the client of the claimed hours/days for verification and shall co-operate fully and in a timely fashion with the Employment Business, including providing documentary evidence of the hours/days worked by the Representative, to enable the Employment Business to establish what periods of time, if any, the Contractor worked.

5.4 There are no refunds or rebates payable in respect of the Employment Business’s charges.

5.5 The Client shall pay the Employment Business all reasonable business expenses incurred by the Contractor in the provision of the Services as agreed within the Contractor Schedule.

5.6 VAT shall be payable on charges/fees where applicable.

5.7 The Client acknowledges that it has no right to set-off, withhold or deduct monies from sums due to the Employment Business under these Terms.

5.8 If the Client re-engages the Candidate within 12 calendar months from the date of termination of an Engagement, then the Client shall be liable to pay a further Introduction Fee based on the additional Remuneration applicable for (a) the extended period of Engagement or (b) the period of the second and any subsequent Engagement (such basis to be determined by the discretion of the Employment Business.)

6. Invoices

6.1 The Employment Business shall raise invoices weekly (unless otherwise specified in the Contractor Schedule) in respect of the charges payable and shall be paid by the Client within thirty days of the date of the invoice, unless otherwise specified in the Contractor Schedule.

6.2 All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated within the Contractor Schedule unless the Client notifies the Employment Business in writing within five days of the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does so notify the Employment Business that it wishes to dispute part of an invoice, the Client shall pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with the Employment Business in order to resolve the dispute as quickly as possible.

6.3 The Employment Business reserves the right to charge interest on invoiced amounts overdue at the statutory rate as prescribed pursuant to Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 (and as may be calculated using the calculator on the website: www.payontime.co.uk).

7. Termination of Assignments

7.1 The Client may instruct the Employment Business, in writing, to end the Services of the Contractor immediately in the event of substantial non-performance of or serious misconduct by the Contractor, provided that the Client provides detailed, written confirmation of the non-performance and/or misconduct.

7.2 The Employment Business may end any and/or all Assignments immediately by giving the Client notice in writing if the Client is in material breach of these Terms.

7.3 Either party may terminate an Assignment prior to the end of the Assignment by giving not less than 4 weeks’ notice in writing, or such other notice as set out in the relevant Contractor Schedule.

7.4 When notice of termination of an Assignment is served by the Client, payment for each week of notice shall be based on the specified hours/days agreed in the Contractor Schedule or actual hours worked by the Representative, whichever the greater. Payment shall be made by the Client in accordance with clauses 5 and 6

7.5 In any event of termination of an Assignment pursuant to clause 1 above, the Employment Business shall use reasonable endeavours to provide an alternative Contractor within fourteen days that in the reasonable opinion of the Employment Business is suitable to provide the Services.

7.6 These Terms may be terminated by either party by giving to the other immediate notice in the event that either the Employment Business or the Client goes into liquidation, becomes bankrupt or enters into an arrangement with creditors or has a receiver or administrator appointed or where the Employment Business has reasonable grounds to believe the Client will not pay the Employment Business’s invoice within the payment terms agreed within clause 2.

7.7 The Employment Business may substitute the Contractor and/or any Representative with another suitably qualified and similarly skilled Contractor and/or Representative with reasonable notice at its absolute discretion.

8. Data Protection

The Agency and the Client shall comply with The General Data Protection Regulation 2016 and The Data Protection Act 2018 and the personal data provided by the Agency to the Client is provided for the purpose of the Client considering the Candidate’s suitability for the Engagement, and, where the Client Engages the Candidate to provide Services, for the purpose of that Engagement (the “Purpose”).  The personal data must not be used for any purpose other than the Purpose.

When providing this personal data of the Candidate, the Agency is acting as a Data Controller and the Client is acting as a Data Processor and the parties shall comply with the Data Processing Agreement that is attached as a Schedule to this agreement.

9. Engagement of Representatives by Clients or Third Parties

9.1 Subject to clause 10.1, when the Client

a) Employs a Representative or

b) Engages a Representative, other than through the Employment Business,

either during the Assignment or within the Quarantine Period, the Client shall notify the Employment Business of that Employment or Engagement and shall pay the Employment Business the Transfer Fee stated in the Contractor Schedule irrespective of the planned duration of the Engagement. No refund of the Transfer Fee will be paid in the event that the Employment or Engagement subsequently terminates. VAT is payable in addition to any fee due.

9.2 Subject to clause 10.2, where there has been an Introduction of a Candidate to the Client which does not immediately result in the supply of the services of that Candidate by the Employment Business to the Client, but which later leads to an Engagement of the Candidate by the Client within 12 months from the date of Introduction, the Client shall notify the Employment Business of that Engagement and shall be liable to pay a Transfer Fee in accordance with clause 9.1 above.

9.3 All Introductions are confidential. If during the Assignment or Quarantine Period the Client passes details of a Candidate and/or Contractor and/or Representative to any third party resulting in the Engagement of that Candidate and/or Contractor and/or Representative, then the Client shall be liable to pay the Transfer Fee in accordance with clause 1 above.

9.4 The Client acknowledges and agrees that where it fails to notify the Employment Business of the actual Remuneration/fees it intends to pay the Candidate/Representative, the Employment Business shall be entitled to base the calculation of the Transfer Fee on comparable market rates for similar roles.

10. Alternative Hire Period

10.1 Where the Conduct Regulations apply, as an alternative to the Transfer Fee agreed in clause 9.1 the Client may provide the Employment Business with the written notice in accordance with clause 7.3 above and to require the Employment Business to supply the services of the Representative for a further period set-out as the Alternative Hire Period within the Contractor Schedule, during which period the Client shall pay the charges agreed pursuant to clause 5.1 above.

10.2 Where the Conduct Regulations apply, as an alternative to the Transfer Fee agreed in clause 9.2, the Client may provide the Employment Business with five days written notice to require the Employment Business to supply the services of the Candidate for the Alternative Hire Period agreed in the Contractor Schedule, during which period the Client shall pay the charges agreed pursuant to clause 5.1 above.

10.3 Upon completion of the entire duration of Alternative Hire Period and the payment in full of invoices relating thereto, the Client may engage with the Representative directly or indirectly without any additional payment to the Employment Business.

10.4 Where the Client does not give such notice as stated in clauses 10.1 and 10.2 above before the Candidate/Representative is Engaged, the Client agrees and acknowledges that Transfer Fee shall be due.

10.5 Pursuant to clauses 10.1 and 10.2 above, a further Contractor Schedule shall be issued and these Terms shall continue in full force and effect during the Alternative Hire Period.

10.6 In the event the Candidate/Representative ceases to provide services for whatever reason during the Alternative Hire Period, the Client agrees and acknowledges that the Transfer Fee in accordance with clauses 9.1 and 9.2 above shall become due minus the portion relating to the gross profit the Employment Business charged during the Alternative Hire Period. Save where the cessation of the services is due to the direct fault of the Employment Business.

10.7 For the avoidance of doubt, there shall be no refund of any fees or charges by the Employment Business to the Client where the Alternative Hire Period is terminated early howsoever arising.

11. Liability

11.1 The Employment Business shall use reasonable endeavours to ensure the Contractor has the required standard of skill, integrity and reliability; nevertheless, the Employment Business shall not be liable for any loss, expense, damage or delay arising from and in connection with any failure on the part of the Contractor or their Representative to perform the Services nor for any negligence whether wilful or otherwise, dishonesty, fraud, acts or omissions, misconduct or lack of skill of the Contractor or of their Representative howsoever arising.

11.2 All Contractors are engaged under contracts for services. They are not the employees of the Employment Business.

11.3 The Client will comply in all respects with all relevant statutes, by-laws and legal requirements including provision of adequate Public Liability insurance in respect of the Representative where appropriate. The Client shall allow and reasonably assist the Employment Business in complying with its legal obligations regarding the introduction of Candidates and supply of by Contractors of the Services.

11.4 The Employment Business is providing resourcing services comprising of sourcing, introduction of Candidates and payment of fees in relation to the Contractor and accordingly, the Employment Business shall not accept any liability whatsoever, howsoever arising for the quality of services provided by the Contractor, save for death or personal injury caused by the Employment Business’s negligence.

11.5 The Employment Business shall not be liable for any indirect or consequential losses or damage including but not limited to; loss of profits, revenue, goodwill, anticipated savings or for claims by third parties arising out of the Employment Business’s performance or failure to perform any of its obligations in these Terms.

11.6 Save as required by law, the sole aggregate liability of the Employment Business to the Client arising in connection with these Terms shall be limited to £10,000.

12. Indemnity

12.1The Client shall indemnify and keep indemnified the Employment Business against any costs, claims or liabilities incurred directly or indirectly by the Employment Business arising out of or in connection with any Assignment including (without limitation) as a result of:

a) any breach of these Terms by the Client (including its employees, subcontractors and agents); and

b) any breach by the Client, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity).

13. General

13.1 The Employment Business shall have no liability for any delay or failure in performance of its obligations to the Client where this arises from matters outside its reasonable control.

13.2 Any failure by the Employment Business to enforce at any particular time any one or more of these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.

13.3 Headings contained in these Terms are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate.

13.4 If any provision, clause or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms shall remain in full force and effect to the extent permitted by law.

13.5 No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999 ("the Act"). This does not, however, affect any right or remedy of a third party that exists or is available independently of the Act.

13.6 Notwithstanding clause 2, whereupon these Terms including the relevant Contractor Schedule are executed by the signature of duly authorised representatives of the parties this forms for a binding agreement and shall supersede all previous agreements or representations whether written or oral including without limitation the Client’s Terms and Conditions, purchase order or other Client documents with respect to the provision of the Services of the Contractor. These Terms may not be modified or amended except in writing and signed by a duly authorised representative of the Employment Business.

13.7 The parties acknowledge that the Conduct Regulations may not necessarily apply to these Terms nor does the Representative works or shall work under the control of the Client, or of the End User as maybe applicable.

13.8 The parties acknowledge that the AWR may not necessarily apply to these Terms nor does the Representative works or shall work for and under the supervision and direction of the Client, or of the End User as maybe applicable.

14. Notices

14.1 Any notice required to be given under these Terms (including the delivery of any timesheet or invoice) shall be delivered by hand, sent by facsimile, e-mail or prepaid first class post to the recipient at its fax number or address specified in these Terms (or as otherwise notified from time to time to the sender by the recipient for the purposes of these Terms)

14.2 Notices in connection with these Terms shall be deemed to have been given and served,

a) if delivered by hand, at the time of delivery if delivered before 5.00pm on a business day or in any other case at 10.00am on the next business day after the day of delivery;

b) if sent by facsimile or by e-mail, at the time of despatch if despatched on a business day before 5.00 p.m. or in any other case at 10.00 a.m. on the next business day after the day of despatch, unless the transmission report indicates a faulty or incomplete transmission or, within the relevant business day, the authorised recipient informs the sender that the facsimile or e-mail message was received in an incomplete or illegible form; or

c) if sent by prepaid first class post, 48 hours from the time of posting.

For the avoidance of doubt and for the purpose of this clause 14.2, a “business day” shall mean any day excluding Saturday, Sunday and public holidays.

15. Governing Law

15.1 These Terms shall be governed and construed in accordance with English Law and the Courts of England shall have exclusive jurisdiction.

DATA PROCESSING AGREEMENT 

DEFINITIONS

In this schedule, the terms listed below, shall be defined as follows:

Controller: the Agency, as defined

Data Protection Legislation: (i) the GDPR and any applicable national implementing Laws as amended from time to time (ii) the DPA 2018 to the extent that it relates to processing of personal data and privacy; and (iiii) all applicable Law about the processing of personal data and privacy

Data Loss Event: any event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach

Data Subject Access Request: a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data

DPA 2018: Data Protection Act 2018

GDPR: The General Data Protection Regulation (Regulation (EU) 2016/679)

Party: one of the Parties to this agreement

Personal Data: as defined in the Data Protection Legislation

Processor: the Client

Protective Measures: appropriate technical and organisational measures which may include: pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the such measures adopted by it

Sub-processor: any third Party appointed to process Personal Data on behalf of the Processor related to this Agreement

TERMS OF AGREEMENT

1. The Parties acknowledge that for the purposes of the Data Protection Legislation, the Agency is the Controller and the Client is the Processor where information and Personal Data relating to candidates is supplied for the purposes of the Purpose defined in clause 8 of these terms and conditions.

2. The Client, when acting in the capacity of Processor, shall, in relation to any Personal Data processed in connection with its obligations under this Agreement:

(a) process that Personal Data only in accordance with the requirements of this Agreement, unless required to do otherwise by law;

(b) ensure that it has in place Protective Measures to protect against a Data Loss Event having taken account of the:

(i) nature of the data to be protected;

(ii) harm that might result from a Data Loss Event;

(iii) state of technological development; and

(iv) cost of implementing any measures;

(c) ensure that:

(i) it does not process the Personal Data except in accordance with this Agreement;

(ii) it takes all reasonable steps to ensure the reliability and integrity of any individual who has access to the Personal Data and ensure that they:

(A) are aware of and comply with the Party’s duties under this clause;

(B) are subject to appropriate confidentiality undertakings;

(C) are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by the Controller or as otherwise permitted by this Agreement; and

(D) have undergone adequate training in the use, care, protection and handling of Personal Data; and

(d) not transfer Personal Data outside of the EU unless the prior written consent of the Controller has been obtained and the following conditions are fulfilled:

(i) the Controller under this Agreement has provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37) as determined by the Controller;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) the Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best endeavours to assist the Controller in meeting its obligations); and

(iv) the Processor complies with any reasonable instructions notified to it in advance by the Controller with respect to the processing of the Personal Data;

(e) at the written direction of Controller, delete or return Personal Data (and any copies of it) to the Controller on termination of the Agreement unless the Processor is required by law or regulatory authority to retain the Personal Data.

3. The Processor shall notify the Controller immediately if it:

(a) receives a Data Subject Access Request (or purported Data Subject Access Request);

(b) receives a request to rectify, block or erase any Personal Data;

(c) receives any other request, complaint or communication relating to either Party's obligations under the Data Protection Legislation;

(d) receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under this Agreement;

(e) receives a request from any third Party for disclosure of Personal Data where compliance with such request is required or purported to be required by law; or

(f) becomes aware of a Data Loss Event.

4. The Processor’s obligation to notify under clause 3 shall include the provision of further information to the Controller in phases, as details become available.

5. Taking into account the nature of the processing, the Processor shall provide the Controller with full assistance in relation to its obligations under Data Protection Legislation and any complaint, communication or request made under clause 3 (and insofar as possible within the timescales reasonably required by the Controller) including by promptly providing:

(a) the Controller with full details and copies of the complaint, communication or request;

(b) such assistance as is reasonably requested by the Controller to enable the Controller to comply with a Data Subject Access Request within the relevant timescales set out in the Data Protection Legislation;

(c) the Controller, at its request, with any Personal Data it holds in relation to a Data Subject;

(d) assistance as requested by the Controller following any Data Loss Event;

(e) assistance as requested by the Controller with respect to any request from the Information Commissioner’s Office, or any consultation by the Controller with the Information Commissioner's Office.

6. The Parties shall maintain complete and accurate records and information to demonstrate its compliance with this Agreement.

7. Before allowing any Sub-processor to process any Personal Data related to this Agreement, the Processor must:

(a) notify the Controller in writing of the intended Sub-processor and processing;

(b) obtain the written consent of the Controller;

(c) enter into a written agreement with the Sub-processor which give effect to the terms set out in this Schedule such that they apply to the Sub-processor; and

(d) provide the Controller with such information regarding the Sub-processor as the Controller may reasonably require.

8. The Processor shall remain fully liable for all acts or omissions of any Sub-processor.

9. Either party may, at any time on not less than 30 Working Days’ notice, revise this Agreement by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when incorporated by attachment to this Agreement).

10. The Parties agree to take account of any guidance issued by the Information Commissioner’s Office. Either Party may on not less than 30 Working Days’ notice to the other Party amend this agreement to ensure that it complies with any guidance issued by the Information Commissioner’s Office.