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STANDARD TERMS AND CONDITIONS BETWEEN THE EMPLOYMENT BUSINESS AND

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STANDARD TERMS AND CONDITIONS BETWEEN THE EMPLOYMENT BUSINESS AND Powered By Docstoc
					               STANDARD TERMS AND CONDITIONS BETWEEN THE EMPLOYMENT BUSINESS AND THE LIMITED COMPANY CONTRACTOR

1)    DEFINITIONS
(a) ‘Assignment’ shall mean the period during which the Contractor is engaged by the Employment Business to carry out Works for the Client.
(b) ‘Contract Confirmation Notice’ shall mean the notice enclosed with these terms and conditions or which is attached thereto giving details of the Client, Rates,
    Works, Dates and Notice Period.
(c) ‘Client’ shall mean any individual for whom or any firm, partnership or company for which the Contractor performs Works whilst on Assignment with the
    Employment Business.
(d) ‘Contract’ shall mean these terms and conditions (KPJ36) between the Employment Business and the Contractor for the provision of the Works by the
    Contractor for the Client, together with the Contract Confirmation Notice.
(e) ‘Contractor’ shall mean the Limited Liability Company named in the Contract Confirmation Notice.
(f) ‘Contractor’s Staff’ shall mean any individual or individuals (including, without limitation, any individual named in the Contract Confirmation Notice) who are
    from time to time engaged by the Contractor to perform the Works or any part thereof.
(g) ‘Employment Business’ shall mean KPJ Design and Draughting whose registered office is at Etherow House, Woolley Bridge Road, Hadfield, Glossop, SK13
    2NS
(h) ‘Expenses’ shall mean those expenses incurred by the Contractor or the Contractor’s Staff, which have been approved for payment by the Employment
    Business by way of being signed by an authorised representative of the Client.
(i) ‘Fees’ shall mean the amounts calculated at the Rates due to be paid by the Employment Business to the Contractor for works performed during the
    Assignment.
(j) ‘Notice Period’ shall mean the period stated on the Contract Confirmation Notice.
(k) ‘Payment Frequency’ shall mean the payment frequency of the Fees stated in the Contract Confirmation Notice.
(l) ‘Rates’ shall mean the rates or fixed sum as specified on the Limited Company Contract Confirmation Notice at which Fees will be payable to the Contractor in
    respect of Works performed.
(m) ‘Tax’ shall mean income tax (including income tax required to be deducted or withheld from or accounted for in respect of any payment under S203 ICTA 1988),
    Corporation Tax and National Insurance Contributions.
(n) ‘Works’ shall mean the work, services, or tasks specified on the Contract Confirmation Notice and/or requested of the Contractor from time to time by the Client
    during the period of the Assignment.

2)     THE CONTRACT
(a)   These terms and conditions constitute a contract for services between the Employment Business and the Contractor upon being signed by the Contractor or any
      of the Contractor’s Staff commencing performance of the Works.
(b)   For the avoidance of doubt, the Employment Business and the Contractor agree and acknowledge that the Contract shall not constitute a contract of
      employment or any partnership between the Employment Business and the Contractor or any of the Contractor’s Staff or the Client and the Contractor or any of
      the Contractor’s Staff. The Contractor shall indemnify the Employment Business in respect of any costs, expenses, damages, compensation or any financial
      loss or other liability incurred by the Employment Business howsoever incurred arising from any of the Contractor’s Staff asserting that they are an employee of
      the Employment Business or of the Client (or of any associate or connected company of the Client).
(c)   These terms and conditions together with the Contract Confirmation Notice overleaf constitute the entire agreement between the Employment Business and the
      Contractor, and no variation, alteration or amendment shall be valid unless approved in writing and signed by a director of the Employment Business and the
      Contractor.

3)     ASSIGNMENTS
(a)   The Employment Business is under no obligation to obtain work for the Contractor or any of the Contractor’s Staff and any failure to do so shall not give rise to
      any liability whatsoever on the part of the Employment Business.
(b)   The Contractor or any of the Contractor’s Staff is/are under no obligation to accept any work offered by the Employment Business.
(c)   During any Assignment, the Contractor is entitled to obtain additional or alternative work from whatever source and by whatever means it wishes provided that
      such alternative work does not create a conflict of interest with the Contractor’s obligations under any Assignment. Notwithstanding the foregoing, the Contractor
      will be solely responsible for all costs incurred by the Employment Business should the performance of additional work result in a failure by the Contractor to
      complete the Works within any time set forth in this Contract or such other time as may be agreed from time to time between the Employment Business or Client
      and the Contractor or which results in a failure by the Contractor to comply with any other obligations under this Contract in respect of the Works.

4)      THE CONTRACTOR’S SERVICES
(a)   The Employment Business shall not be entitled to, nor will it seek in practice to supervise, direct or control the Contractor or any of the Contractor’s Staff in the
      manner of execution of the Works. The Contractor will therefore be exclusively liable (including, for the avoidance of doubt, vicarious liability for any of the
      Contractor’s Staff) to the Client for any claim for loss, damage or expense incurred by the Client or otherwise arising in connection with any act, or omissions,
      whether wilful, negligent or otherwise on the part of the Contractor or any of the Contractor’s Staff in or in connection with the execution of (or any failure to
      execute) the Works.
(b)   The Contractor will carry out the Works:
      (i) with all due care and skill as the Employment Business and the Client could reasonably expect; and
      (ii) to the reasonable satisfaction of the Employment Business and the Client.
(c)   The Contractor shall ensure that all of the Contractor’s Staff have the necessary skill, qualifications and experience to perform the Works and that all such skills,
      qualifications and experience claimed by the Contractor’s Staff have been checked out thoroughly and found to be correct by the Contractor. The Contractor
      shall if requested by the Employment Business provide written evidence confirming the skill, qualifications and experience of any of the Contractor’s Staff
      engaged to perform the Works.
(d)   The Contractor shall be liable for the cost of all training which the Contractor or the Contractor’s Staff are required to undertake as a consequence of this
      Contract.
(e)   The Contractor is entitled to perform the Works at times suitable to the Contractor. Notwithstanding the foregoing, the Contractor shall ensure that the
      Contractor’s Staff are present for such times and/or such total number of hours during each day and/or week of the Assignment as may be required by the Client
      for whatever reason.
(f)   The Contractor may sub-contract all or any part of the Works if approved in writing and signed by a Director of the Employment Business and Client. For the
      avoidance of doubt, use by the Contractor of any of the Contractor’s Staff shall not constitute sub-contracting for the purposes of this sub clause.
(g)   In the event that the Contractor has agreed with the Client pursuant to Clause (4e) above that the Works be performed at any particular times or for any
      particular total number of hours during each day and/or week during the Assignment;
      (i) the Contractor shall give notice to the Client of any relevant date upon which any of the Contractor’s Staff are to commence any period of holiday,
      (ii) the Contractor shall inform the Client by no later than 10.00 am on each relevant day of absence where any of the Contractor’s Staff is temporarily unable to
      comply with such arrangements due to illness or other unavoidable reason.
      Notwithstanding the Contractor’s liabilities in respect of Clause 3(c), the Contractor will be liable for the cost of any unproductive time for which the Client is
      obliged to pay its own staff, other contractors or sub-contractors as a result of the Contractor failing to comply with the provisions of this Clause
(h)   Whilst engaged in the performance of the Works, the Contractor shall co-operate (and shall procure that the Contractor’s Staff co-operate) with the Client’s staff,
      although (for the avoidance of doubt) the Contractor and the Contractor’s staff shall within what is considered reasonable by the Client, be entitled to adopt its
      own style of working.
(i)   If the Contractor does not carry out the Works in accordance with the provisions of Clause 4(b), then (without prejudice to any other right or remedy which the
      client or Employment Business may have or to any other obligations of the Contractor) the Employment Business may by notice in writing to the Contractor;
      (i) require the Contractor to remedy the default (at no cost to the Client or the Employment Business) within such time as the Client may reasonably specify,
            and/or
      (ii) require the Contractor to cease to perform any part or parts of the Works with immediate effect.
j)    In the event that the Contractor does not meet its obligations as contained in Clause 4(g) the Employment Business reserves the right to engage a third party to
      fulfil such obligations of the Contractor and to charge the Contractor with the cost (+VAT) thereof.



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5)    CONTRACTOR WARRANTIES
The Contractor warrants and undertakes to the Employment Business that:
 (a) it is not insolvent (nor has it applied for, or had made against it, an administration order or made any arrangement with its creditors);
 (b) it has made the Employment Business aware of any criminal convictions of any of the Contractor’s Staff including any criminal convictions not yet spent under
      the Rehabilitation of Offenders Act 1974 against the Contractor’s Staff;
 (c) the Contractor’s Staff have the right to legally work in the United Kingdom and in particular to carry out the Works and that the Contractor shall inform the
      Employment Business promptly should the situation change;
 (d) all oral or written representations made by the Contractor as to the Contractor’s Staff skill, experience, personality, health and eligibility to work are true;
 (e) the Contractor is not prevented by any other contract or arrangement or any statute from fulfilling its obligations under this Contract; and
 (f) the Contractor is properly incorporated in the UK as a limited liability company and will remain so during this Contract and will provide the Employment
     Business with a certified copy of its Certificate of Incorporation and a VAT registration certificate (if applicable).

6)      PAYMENT OF FEES
(a)   The Employment Business will be solely responsible for the payment of all Fees and Expenses payable to the Contractor.
(b)   The Contractor shall provide the Employment Business with confirmation of the Work carried out for the Client at such intervals as are requested by the
      Employment Business and which are more particularly set out in the Contract Confirmation Notice. Such confirmation must be signed by an authorised
      representative of the Client and shall consist of a time record or other written authorisation for payment supplied by;
      (i) the client or
      (ii) the Employment Business (if so agreed by the Client).
(c)   All payments will be made via BACS upon receipt of the Contractor’s bank details, UK Certificate of Incorporation, VAT registration certificate and confirmation
      of the Works carried out for the Client. The Employment Business will make payment of the Fees at the Payment Frequency. Should the Contractor request
      payment by cheque the Employment Business reserves the right to charge a fee of £5.00 for every cheque so raised. Notwithstanding the aforesaid the
      Employment Business reserves the right to make payment by any means it considers reasonable.
(d)   The Employment Business will make payments to the Contractor for all work performed for the Client (whether or not the Employment Business has received
      payment from the Client). However, the Employment Business reserves the right not to make payment in respect of any Works if it is not satisfied that the
      Contractor and or the Contractor’s Staff have carried out the Works, or carried out the Works to the standard required in Clause 4b), or where the Client or any
      third party has a complaint or claim (whether actual or contingent) in relation to the Works performed by the Contractor and or the Contractor’s Staff.
(e)   For the avoidance of doubt, the Contractor shall only be paid for Works carried out by the Contractor and or the Contractor’s Staff, and shall not be liable to pay
      the Contractor for any period during which the Works are not performed
(f)   The Contractor is solely responsible for the Contractor’s Staff’s holidays, sickness, disability, pension and maternity (if applicable) arrangements and any other
      employer statutory obligations.

7)      TERMINATION
(a)   Either the Employment Business or the Contractor may terminate the Contract by giving the other written notice of not less than five business days.
      Notwithstanding the foregoing, the Employment Business will terminate the Contract forthwith on notice to the Contractor in the event that:
      (i) the Works are not performed in accordance with the provisions of Clause 4(b);
      (ii) the Employment Business and/or the client are of the opinion that the Contractor’s or the Contractor’s Staff’s behaviour is in conflict with the best interests of
      the Client and/or the Employment Business;
      (iii) the Contractor is, or any of the Contractor’s Staff, are guilty of a criminal act, grave misconduct or any breach of or non-observance of the obligations under
      this Contract
      (iv) the Contractor has a receiver, manager, administrator or administrative receiver appointed over its assets, undertaking or income, has passed a resolution or
      has a petition presented to any Court for its winding-up (save for the purpose of a voluntary reconstruction or amalgamation).
(b)   The Employment Business reserves the right to give verbal notice of termination under the provisions of this Contract.
(c)   Notice of termination given verbally or written by the Client direct to the Contractor or to any of the Contractor’s Staff shall be deemed to be notice given by the
      Employment Business.
(d)   The Contract will terminate on completion of the Works to the reasonable satisfaction of the Client, evidenced, if requested by the Employment Business, by the
      written confirmation of the Client or upon earlier notice as set out in this Contract.
(e)   The termination of the Contract, howsoever arising, is without prejudice to the rights, duties and liabilities of either party accrued prior to termination. The
      Clauses in these standard terms and conditions which expressly or implicitly have effect after termination (including, for the avoidance of doubt but without
      limitation, Clause 16) shall continue to be enforceable notwithstanding termination.

8)      HEALTH AND SAFETY AT WORK
(a)   Both the Employment Business and the Contractor agree to comply with their respective statutory obligations in respect of Health and Safety at Work.
(b)   Notwithstanding the foregoing the Contractor and any relevant Contractor’s Staff must take all reasonable steps to safeguard their own safety and that of any
      other person who may be affected by the Contractor’s or any of the Contractor’s Staff’s actions whilst engaged on the Assignment.
(c)   The Contractor is solely responsible for compliance with the provisions of the Working Time Regulations 1998 in so far as they affect any of the Contractor’s
      Staff.
(d)   The Contractor is responsible for ensuring that the Contractor’s Staff are provided with and utilise any safety equipment required by law or the Client in the
      performance of the Works. In the event that the Employment Business is required to provide any such safety equipment the Employment Business reserves the
      right to charge the Contractor the Employment Business’s cost (+ VAT) of providing such safety equipment.
(e)   The Contractor shall be liable for the cost of all safety training that the Contractor or the Contractor’s Staff are required to undergo as a consequence of this
      Contract.

9)      INSURANCE
The Contractor shall be responsible for effecting and maintaining (at its own cost) all relevant insurance including (for the avoidance of doubt but without limitation);
(i) Employers’ Liability Insurance in an amount not less than the statutory minimum,
(ii) Public Liability Insurance in an amount not less than £500,000 per occurrence or in the aggregate,
(iii) Indemnity Insurance in respect of the indemnity given by the Contractor to the Employment Business pursuant to Clause 16.
The Contractor shall at the request of the Employment Business produce such evidence of insurance, including but not limited to copies of insurance certificates,
insurance policy numbers and insurance policy expiry dates, as the Employment Business requires.

10) USE OF MOTOR VEHICLES
The Contractor shall not cause or permit the use of any motor vehicle in connection with the performance of the Works unless adequate third party insurance cover is
in force in respect of such use; for the avoidance of doubt the Contractor shall be responsible for providing at its own expense any motor vehicle which is used by any
of the Contractor’s Staff in connection with the Works (save where other specific arrangements are made between the Client and the Contractor for the use of any
Client’s vehicle).




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11) TRADE SECRETS AND INVENTIONS
a) The Contractor and all of the Contractor’s Staff will treat all information related to the Employment Business, the Client, the Assignment or the Works, as
    confidential and will not disclose nor cause or permit to be disclosed to any person (in whatever capacity) or any company, any trade secrets or other
    information relating to the business of the Employment Business or the Client, unless such disclosure is made with the previous written authority of the
    Employment Business or Client. The Contractor shall ensure that it and the Contractor’s Staff shall enter into any further confidentiality undertakings as may be
    required by the Client.
b) Any patent rights, copyright or know-how arising out of the Assignment shall be the property of the Client. The Contractor shall assign to the Employment
    Business or the Client or such other person as the Employment Business shall nominate, absolutely all intellectual property or other rights created during the
    performance of the Work (the “Rights”) and to execute all documents and perform such acts as are required to protect and assign the Rights to enable the
    Employment Business to assign such Rights to the Client or the Client’s customer as may be required.
c)  The Contractor shall ensure that upon request all materials relating to the business affairs of the Client and the Employment Business obtained while performing
    the Works (whether confidential or otherwise) are returned to the Client and or the Employment Business.

12) PERFORMANCE OF THE CONTRACT
Save for the Contractor’s ability (subject to the written agreement of the Employment Business) to use any of the Contractor’s Staff to perform the Works and to sub-
contract all or any part of the Works in accordance with the provisions of Clause 4(f) the Contractor may not (unless approved in writing and signed by a Director of
the Employment Business) assign or transfer the Contract (or any right or obligation under it).

13) TAXATION
(a) The Contractor will at all times during the continuance of the Assignment be the employer of the Contractor’s Staff and the Contractor will make such deductions
    of or on account of Income Tax, National Insurance Contributions, and such other taxes, contributions, levies or imposts as may from time to time be deductible
    by or due from the Contractor in respect of or in connection with monies paid by the Contractor to any of the Contractor’s Staff. The Contractor will also duly
    account to the relevant Governmental or statutory department or agency for all such deductions made by it.
(b) The Contractor and the Contractor’s Staff are responsible for paying all relevant Tax for which it and they are each liable in connection with the Contract or the
    Works and the Employment Business shall have no liability for whatever reason to the Contractor or the Contractor’s Staff in respect thereof.

14)     VAT
(a)   The Contractor is responsible for registering for VAT if required to do so by law.
(b)   The Employment Business will only pay VAT on the production of a valid VAT Registration Certificate.
(c)   The Contractor agrees to notify the Employment Business in writing in the event that it de-registers from VAT for whatever reason.
(d)   The Contractor and the Contractor’s Staff (jointly and severally) agree to indemnify the Employment Business in respect of any loss the Employment Business
      may suffer as a result of the Employment Business paying VAT to the Contractor as a consequence of this Contract which it is unable to reclaim as input tax
      from the Customs and Excise for whatever reason.

15) SUPPLY OF EQUIPMENT
The Contractor may use its own tools and equipment or any equipment, which may be provided from time to time by the Employment Business or the Client to the
Contractor. Any equipment provided by the Employment Business or the Client shall remain the property of the Employment Business or the Client (as the case may
be) and must be returned to the Employment Business or the Client (as the case may be) on expiry or termination of the Contract (however arising). In the event that
any equipment provided by the Employment Business or the Client is not returned or is returned damaged, the Contractor will be responsible to the Employment
Business for the cost of replacement or repair. For the avoidance of doubt, neither the Employment Business nor the Client shall be obliged to provide any such
equipment and the Contractor shall not be obliged to use any equipment which may be so provided (unless in the Client’s reasonable opinions it is necessary for the
performance of the Works to use tools and equipment it specifies).

16) INDEMNITY
Notwithstanding any other indemnity contained in these terms and conditions the Contractor shall irrevocably indemnify the Employment Business and keep it
indemnified against all and any liability, loss, damage, claims, costs and expenses (including legal expenses on a full indemnity basis) awarded against or incurred or
suffered or paid by the Employment Business arising out of or in connection with or as a result of:
(i) any breach by the Contractor of any of its warranties and or other obligations under the Contract;
(ii) any negligent or defective performance of the Works by the Contractor;
(iii) any claim that the provision of the Works by the Contractor infringes any intellectual property rights of any third party (save where such claim is solely attributable
to the use of any materials of the Client or the Contractor acting in accordance with any instructions given by the Client);
(iv) any failure by the Contractor or any of the Contractor’s Staff to pay any Tax for which it is or they are each primarily liable in connection with the Contract or the
Works;
(v) any act, omission or default of the Contractor and or the Contractor’s Staff in the provision of the Works.

17) SET OFF
The Employment Business is entitled to set off any monies due to the Employment Business, whether arising under Clause 16 or otherwise, in whole or in part, from
any payments which are due to the Contractor under this Contract.

18) PRIVITY OF CONTRACT
No term of this Contract is intended to be enforceable by anyone other than the parties to this Contract and the parties hereby expressly exclude any operation of the
Contracts (Rights of Third Parties) Act 1999.

19) CONFLICT
In the event of any conflict between the Contract Confirmation Notice and these Standard Terms and Conditions then the Contract Confirmation Notice shall take
precedence to the extent of such conflict.

20) JURISDICTION
This Contract is governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts
of England and Wales.




                                                                                                                                                           KPJ 36/REV 4
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Description: STANDARD TERMS AND CONDITIONS BETWEEN THE EMPLOYMENT BUSINESS AND