Terms of Business for the Introduction of Permanent Staff 

Terms of Business for the Introduction of Permanent Staff 

  1. DEFINITIONS & INTERPRETATION
  • In these Terms of Business (Terms) the following definitions apply:

Cancellation Fee means the fee payable by the Client to Skyline in accordance with clause 6 if the Client withdraws an offer of Engagement;

Candidate means a person who is Introduced by Skyline to the Client;

Client means the business to which the Candidate is Introduced by Skyline including, where the Client is a corporate entity, any holding, subsidiary or associated company;

Conduct Regulations means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;

Employee means any current or former employee of Skyline with whom the Client has had material dealings;

Engagement means the engagement, employment or use of the Candidate or Employee by the Client on any basis whatsoever, whether directly or indirectly through any corporate entity;

Introduction means (i) the provision by Skyline to the Client of a CV or other information which expressly or impliedly identifies a Candidate or (ii) the arrangement by Skyline of an interview or meeting between the Client and a Candidate whether face to face, by telephone or by web/video conference; “Introduce,” “Introduces” and “Introduced” shall be interpreted accordingly;

Introduction Fee means the fee payable by the Client to Skyline;

Introduction Period means the 12 month period from the most recent Introduction or Third Party Introduction of a Candidate;

Payment Terms means 14 days from the date of Skyline’s invoice;

Refund Period means the 12 week period from commencement of a Candidate’s engagement;

Remuneration means (i) the gross annual remuneration package payable to the Candidate by the Client including, without limitation, basic salary, guaranteed bonuses and commission, 50% of any estimated bonuses and commission, any allowances and all other taxable and non-taxable emoluments. £5,000 shall be added to the Remuneration in respect of any company vehicle provided to the Candidate or (ii) if the Candidate is Engaged on a self-employed basis or via a personal services company or any other corporate entity, the total estimated annualised fees payable by the Client for the Candidate’s services;

Skyline means Skyline Engineering Solutions Limited, (registered in England and Wales No. 10064632) whose registered office is at Forum 3, Parkway, Whiteley, Fareham, Hampshire PO15 7FH; 

Third Party Engagement means the engagement of a Candidate by a party other than the Client following a Third Party Introduction; and

Third Party Introduction means the disclosure of a Candidate’s details to a third party by the Client.

  • Unless the context requires otherwise, references to the singular include the plural.
  • A person includes a natural person, firm, corporate or unincorporated body (whether or not having a separate legal personality).
  • Any phrase introduced by the words including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those works.
  • A reference to a statute or statutory provision is reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
  • The headings in these Terms are for convenience only and do not affect their interpretation.
  1. BASIS OF CONTRACT
  • These Terms shall form the contract between Skyline and the Client for the Introduction of Candidates and shall be deemed to be accepted upon the Client instructing Skyline to Introduce a Candidate, the Client interviewing a Candidate pursuant to an Introduction by Skyline or the Client otherwise acting upon an Introduction, whichever occurs first.
  • These Terms contain the entire agreement between the parties and prevail over any terms or conditions of purchase proposed or issued by the Client unless otherwise agreed in writing by a director of Skyline.
  • No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a director of Skyline and the Client, 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.
  • The Client warrants that it has not relied on any contractual statement, promise or representation made or given by or on behalf of Skyline which is not set out in these Terms.
  • For the purposes of the Conduct Regulations, Skyline shall act as an Employment Agency when providing recruitment services to the Client pursuant to these Terms.
  1. INTRODUCTIONS & OFFERS
  • Skyline shall use reasonable endeavours to Introduce Candidates from time to time who meet the criteria specified by the Client pursuant to clause 3 but shall have no liability to the Client for failing to introduce any Candidates.
  • An Introduction by Skyline shall be deemed to be the sole and effective cause of any Engagement of the Candidate unless all of the following conditions apply:
    • The Client has, in the 6 month period prior to Skyline’s Introduction of the Candidate, been in active discussions with the Candidate, directly or through another employment agency, with a view to employing the Candidate in the same position;
    • The Client provides evidence of such active discussions to Skyline’s reasonable satisfaction; and
    • The Client has not requested or arranged an interview of the Candidate through Skyline.
  • The Client shall:
    • Notify Skyline immediately of any offer of an Engagement which it makes to a Candidate and the relevant terms of such offer;
    • Notify Skyline immediately upon the acceptance of an offer of Engagement by a Candidate;
    • Provide details to Skyline of the Remuneration agreed with the Candidate and, if requested by Skyline, a copy of the proposed contract of employment.
  1. INTRODUCTION FEE
  • The Client will pay an Introduction Fee to Skyline in respect of each Introduction by Skyline which results in an accepted offer of Engagement within the Introduction Period.
  • Skyline shall issue an invoice for the Introduction Fee on the first day of the Engagement or as soon as reasonably practicable thereafter. VAT shall be charged on all sums invoiced under these Terms.
  • The Client shall settle Skyline’s invoice within the Payment Terms and time for payment shall be of the essence.
  • If the Client does not pay Skyline’s invoice within the Payment Terms, Skyline may:
    • Pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, charge late payment compensation on such invoice; and
    • Charge interest at the rate of 8% per annum above the base rate of the Bank of England from the due date until the date of payment.
  • Subject to clauses 6, the Introduction Fee payable to Skyline by the Client in respect of an Engagement shall be an amount equivalent to a percentage of the Remuneration payable to the Candidate in the first calendar year of the Engagement, rounded to the nearest pound and calculated in accordance with the following scale:

Remuneration                                                     Introduction Fee

Up to £39,999                                                      20%

£40,000 and above                                          25%

  • The minimum Introduction Fee for an Engagement shall be £4,000.
  • The Introduction Fee shall be charged on an annualised basis for a fixed term Engagement of less than 12 months and shall not be reduced pro-rata.
  • If the amount of actual Remuneration is not known or the Client fails to provide details of such Remuneration to Skyline, Skyline will charge an Introduction Fee based on the level of Remuneration which, in Skyline’s reasonable opinion, is the market rate for the Engagement.
  • All Introduction Fees shall be charged to the Client in Pounds Sterling (GBP). Where a Candidate’s Remuneration is not provided in GBP, for the purposes of calculating the Introduction Fee, Skyline shall convert the Remuneration to GBP using the exchange rate published by the Bank of England on the date of invoice and shall submit the invoice in GBP. The Client shall bear all bank and currency exchange charges when paying Skyline’s invoice.
  1. REFUND GUARANTEE
  • If the Engagement terminates in the Refund Period, the Introduction Fee or part will be refunded to the Client in accordance with the scale set out in clause 2 (Refund), provided that:
    • The Client paid the Introduction Fee within the Payment Terms;
    • The Client notified Skyline in writing within 3 working days of the termination of the Engagement, giving the reasons for such termination;
    • The Candidate has not been made redundant or been wrongfully or unfairly dismissed by the Client;
    • The Engagement is not a Third Party Engagement;
    • Skyline had not previously arranged to supply the Candidate to the Client as a Temporary Worker for a period of more than one month; and
    • Skyline are exclusively instructed to Introduce a suitable replacement Candidate to the Client and are unable to do so within 28 days of being so instructed.
  • Subject to clause 1, Skyline shall give a Refund to the Client in accordance with the following scale:

Week Candidate Leaves                              % Refund

1-4                                                                               75%

5-8                                                                               50%

9-12                                                                            25%

 

  • For the purposes of this clause 5, 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 later.
  • If the Client re-Engages the Candidate within 12 months of termination of the Engagement, an Introduction Fee shall become payable and on this re-engagement, there shall be no entitlement to a Refund should the Candidate’s Engagement then terminate.
  1. CANCELLATION FEE

If the Client decides to withdraw an offer of Engagement for a reason which does not relate to the Candidate’s suitability for the position, the Client shall pay to Skyline a Cancellation Fee of 25% of the Introduction Fee, which shall be invoiced in accordance with clause 4.

  1. NON-SOLICITATION

If the Client makes an offer of Engagement to an Employee and such Employee commences the Engagement within 6 months of leaving Skyline’s employment, the Client shall pay an Introduction Fee to Skyline, which shall be calculated and invoiced in accordance with clause 4. The Client shall have no entitlement to a Refund if the Employee’s Engagement terminates for any reason.

  1. THIRD PARTY INTRODUCTIONS
  • If a Third Party Introduction results in a Third Party Engagement within the Introduction Period, the Client shall pay an Introduction Fee, which shall be calculated and invoiced in accordance with clause 4.
  • The Client shall have no entitlement to a Refund if the Third Party Engagement terminates for any reason.
  1. RESPONSIBILITY FOR VETTING CHECKS
  • Skyline shall endeavour to ensure that Candidates Introduced to the Client are suitable to work in the position which the Client is seeking to fill by taking reasonably practicable steps to:
    • Ensure that it would not be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the relevant position;
    • Ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body for the Candidate to work in the relevant position; and
    • Confirm that the Candidate is willing to work in the position.
  • Notwithstanding clause 1, the Client shall satisfy itself as to the suitability of the Candidate for the position they are seeking to fill by:
    • Interviewing the Candidate;
    • Taking up any references provided by the Candidate before Engaging the Candidate;
    • 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;
    • Arranging any medical examinations and/or investigations into the medical history of any Candidate; and
    • Checking any other requirements, qualifications or permissions required for the Candidate to be Engaged by the Client.
  • The Client shall provide to Skyline all such information as Skyline shall reasonably require regarding the position which the Client is seeking to fill including, without limitation, the information specified in Regulation 18 of the Conduct Regulations.
  1. CONFIDENTIALITY & DATA PROTECTION
  • The Client must use any information supplied by Skyline regarding a Candidate solely for the purpose of conducting the recruitment process and must:
    • Not disclose any such information to any third party prior to making an offer of Engagement without the express written consent of Skyline;
    • Not contact the Candidate’s current employer for a reference until the Candidate has formally accepted an offer of Engagement;
    • Not export any personal data regarding the Candidate outside of the European Economic Area without the written consent of the Candidate; and
    • Ensure that its employees are subject to obligations of confidentiality preventing the disclosure of a Candidate’s details to any third party.
  1. LIABILITY
    • Whilst Skyline will use reasonable endeavours to ensure that any Candidate Introduced to the Client meets the requirements specified by the Client pursuant to clause 3, Skyline gives no warranty, whether express or implied, as to the suitability of a Candidate for the relevant position.
    • Skyline shall not be liable to the Client for any indirect or consequential losses or for any loss of profit, loss of business or loss of goodwill howsoever arising.
    • Subject to clause 4, the aggregate liability of Skyline to the Client in respect of any claim arising out of or in connection with the performance or non-performance of these Terms and whether in contract, tort (including negligence) or otherwise, is limited to the Introduction Fee paid by the Client to Skyline in respect of the Engagement in relation to which such claim arises or, if there was no Engagement, the sum of £5,000.
    • Skyline does not exclude liability for death or personal injury arising from its own negligence, for fraud or fraudulent misrepresentation or for any other claim which may not be limited or excluded by law.
    • Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are excluded from these Terms to the fullest extent permitted by law.
  • Any claim which the Client may bring against Skyline pursuant to these Terms must be commenced within 12 months of the date on which the Client becomes aware or should reasonably have become aware of such claim.
  • The Client shall indemnify Skyline against all losses, damages, costs, claims (whether actual or threatened) and fees (including legal fees) suffered or incurred by Skyline as a result of the Client’s breach of contract, negligence (or any other tortious act), breach of statutory duty or otherwise.
  1. BRIBERY & ANTI-CORRUPTION
  • The Client and Skyline each warrant that they shall:
  • Comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and
  • Promptly notify the other party of any request or demand for any undue financial or other advantage of any kind in connection with the performance of these Terms.
  1. GENERAL PROVISIONS
  • The Client shall not assign any of its rights or obligations under these Terms without the written consent of Skyline. Skyline may assign any monies owing from the Client to a third party including, without limitation, a recruitment finance or factoring company.
  • The Client shall not deduct or set off against any sum due to Skyline under these Terms, any sum which is owed or which the Client alleges or claims is owed by Skyline to the Client, whether under these Terms or under any other agreement between Skyline and the Client.
  • If any of the provisions of these Terms is determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the Terms, which shall continue to be valid to the fullest extent permitted by law.
  • No failure or delay by a party in exercising any right or remedy under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
  • Skyline and the Client do not intend these Terms to be enforceable by any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.
  • These Terms shall be interpreted in accordance with English law.
  • The parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any dispute or claim arising between the parties in relation to the interpretation or performance of the Terms.

 

 

Terms of Business for the Supply of Temporary Workers

  1. DEFINITIONS & INTERPRETATION
    • In these Terms of Business (Terms), the following definitions apply:

Agency Worker means a Temporary Worker who is an agency worker within the meaning of the AWR, including the employee of an umbrella company;

Assignment means the temporary role which the Temporary Worker shall undertake for the Client;

Assignment Schedule means the document confirming details of the Assignment which is issued to the Client by Skyline;

AWR means the Agency Workers Regulations 2010;

Charges means the charges made by Skyline for the supply of the Temporary Worker including the Temporary Worker’s hourly or daily rate, Skyline’s commission and, where applicable, any Employer’s National Insurance contributions, pension contributions, holiday pay and additional monies due pursuant to the AWR;

Client means the business to which the Temporary Worker is Introduced by Skyline including, where the Client is a corporate entity, any holding, subsidiary or associated company;

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

Contractor means a limited company through which the Services are performed by a director, employee or Subcontractor;

Engagement means the engagement, employment or use of the Temporary Worker by the Client on any basis whatsoever directly or through any party other than Skyline. Engage, Engages and Engaged shall be interpreted accordingly;

Introduction means (i) the provision by Skyline to the Client of a CV or other information which expressly or impliedly identifies a Temporary Worker; (ii) the arrangement of an interview or meeting between the Client and a Temporary whether face to face, by telephone or by web/video conference; or (iii) the supply of a Temporary Worker; and “Introduces” and “Introduced” shall be interpreted accordingly;

Payment Terms means 14 days from the date of Skyline’s invoice;

Period of Extended Hire means an extension of the Assignment for 26 weeks;

Relevant Period means the period defined in regulation 10(5) of the Conduct Regulations;

Restricted Period means the later of (i) six months from the end of the Assignment or (ii) six months from the most recent Introduction of the Temporary Worker to the Client;

Remuneration means (i) the gross annualised remuneration package payable to the Temporary Worker by the Client including, without limitation, basic salary, guaranteed and estimated bonuses and commission, allowances and all other taxable and non-taxable emoluments. £5,000 shall be added to the Remuneration in respect of any company vehicle provided to the Temporary Worker or (ii) if the Temporary Worker is Engaged on a self-employed basis, via a personal services company, an employment business or any other corporate entity, the total estimated annualised fees payable by the Client for the Temporary Worker’s services;

SDC means supervision, direction or control (or the right thereof) as to the manner in which the Temporary Worker provides the Services;

Services means the work to be carried out by the Temporary Worker during the course of the Assignment as described in the Assignment Schedule;

Skyline means Skyline Engineering Solutions Limited, (registered in England and Wales No. 10064632) whose registered office is at Forum 3, Parkway, Whiteley, Fareham, Hampshire PO15 7FH;

Subcontractor means a self-employed person, engaged by or through a Contractor to carry out the Services;

Temporary Worker means the person, firm or corporate body (including an umbrella company) Introduced or supplied to the Client by Skyline and, save where otherwise indicated, includes a Contractor, Subcontractor and Agency Worker; and

Transfer Fee means the fee payable by the Client pursuant to clause 8.1.

  • Unless the context requires otherwise, references to the singular include the plural.
  • A person includes a natural person, firm, corporate or unincorporated body (whether or not having a separate legal personality).
  • Any phrase introduced by the words including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those words.
  • A reference to a statute or statutory provision is reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
  • The headings in these Terms are for convenience only and do not affect their interpretation.
  1. BASIS OF CONTRACT
    • These Terms, incorporating the Assignment Schedule, comprise the entire agreement between Skyline and the Client for the supply of a Temporary Worker to the Client and shall prevail over any alternative terms which are proposed by the Client.
    • These Terms shall be deemed to have been accepted by the Client upon signing the Terms to confirm acceptance, the Client acting upon an Introduction, Engaging the Temporary Worker or otherwise utilising the Temporary Worker’s services, whichever occurs first.
    • The Client shall not rely on any statement, promise or representation made or given by or on behalf of Skyline which is not set out in these Terms.
    • No variation or alteration to these Terms shall be valid unless the details of such a variation are agreed between a director of Skyline and the Client, 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.
    • For the purposes of the Conduct Regulations, Skyline shall be acting as an employment business when providing recruitment services pursuant to these Terms.
    • Unless Skyline notifies the Client that a Temporary Worker has opted-out of the Conduct Regulations, the Conduct Regulations shall be deemed to apply to any Assignment carried out by a Temporary Worker.
  2. CLIENT OBLIGATIONS
    • Where the Conduct Regulations apply to an Assignment, the Client shall provide to Skyline all such information regarding the Assignment which is specified in Regulation 18 of the Conduct Regulations.
    • The Client will assist Skyline in complying with Skyline’s duties under the Working Time Regulations 1998 (WTR) by supplying any relevant information about the Assignment requested by Skyline and the Client will not do anything to cause Skyline to breach its obligations under the WTR.
    • The Client will comply with the AWR and will assist Skyline with complying with its obligations under the AWR by, without limitation:
      • Providing the Agency Worker with access to collective facilities and amenities and information about permanent employment opportunities with the Client;
      • Providing information to Skyline about any previous assignment for which the Agency Worker has been supplied by any other employment business;
      • Where relevant, providing written details of the relevant terms and conditions which apply to any actual or hypothetical comparator to the Agency Worker together with any amendments to such terms and conditions where appropriate;
      • Co-operating with Skyline in responding to or assisting Skyline with responding to any question or complaint made under the AWR in a timely manner; and
      • After the 12 week qualifying period under the AWR, paying a proportional increase in the hourly charges for the Agency Worker where necessary, together with any other emoluments to which the Agency Worker is entitled.
    • The Client warrants that s44(2)(a) of Income Tax (Earnings and Pensions) Act 2003 (ITEPA) shall apply to any Assignment carried out by a Subcontractor and the Client must notify Skyline without delay if it believes that s44(2)(a) ITEPA 2003 is not or is no longer applicable to an Assignment.
    • The Client must:
      • Notify Skyline of any health and safety risks relevant to the Assignment and the steps which the Client has taken to control or prevent such risks;
      • Provide a safe working environment for the Temporary Worker;
      • Ensure that, where applicable, the Temporary Worker uses all necessary safety and personal protective equipment during the Assignment;
      • Comply with all statutory provisions, by-laws, codes of practice and other legal obligations in respect of the Temporary Worker’s health and safety whilst carrying out an Assignment; and
      • Maintain records of any accident or injury affecting the Temporary Worker and provide copies of such records to Skyline upon demand; and
      • Unless otherwise agreed with Skyline in writing, ensure that the Temporary Worker is insured under the Client’s insurance policies for the duration of the Assignment
    • The Client must not unreasonably prevent a Contractor from appointing a substitute to perform the Services. The Client may however decline such substitute if the Client, acting reasonably, considers the substitute to lack the requisite qualifications, authorisations, skills or experience to perform the Services.
    • The Client must not request the supply of a Temporary Worker to perform the duties normally performed by a worker who is taking part in official industrial action or duties normally performed by a worker who has been transferred by the Client to perform the duties of a person on strike or taking official industrial action.
    • The Client must notify Skyline without delay if it is aware of any reason why it would be detrimental to the interests of the Temporary Worker to carry out the Assignment.
    • The Client must notify Skyline without delay if it intends to Engage a Temporary Worker, extend an Assignment or otherwise vary the Assignment in any way.
  3. PROVISION OF INFORMATION
    • Where the Conduct Regulations apply to an Assignment, Skyline shall provide to the Client all such information as is specified in Regulation 21 of the Conduct Regulations.
    • Skyline shall provide an Assignment Schedule to the Client on commencement of the Assignment or as soon as possible thereafter.
    • The Client shall provide all such information regarding an Assignment in writing as Skyline shall reasonably require to establish whether SDC applies to the Assignment. The Client warrants that such information shall be accurate in all respects and acknowledges that Skyline shall place full reliance upon such information for the purpose of establishing the basis on which the Temporary Worker may be engaged.
  4. TIMESHEETS
    • At the end of each week of an Assignment (or at the end of the Assignment where it is for a period of one week or less), the Client shall approve a timesheet in a format specified by Skyline verifying the time worked by the Temporary Worker during that week.
    • The Client is responsible for ensuring that the time shown on the Temporary Worker’s timesheet is correct, that any breaks or absences are recorded and that only duly authorised employees approve the timesheet.
    • If the Client is unable to approve the Temporary Worker’s timesheet because the Client disputes the time claimed, the Client shall inform Skyline as soon as is reasonably practicable and shall co-operate fully and in a timely manner with Skyline to enable Skyline to establish the time, if any, worked by the Temporary Worker.
    • Failure to sign the timesheet does not absolve the Client’s obligation to pay the Charges.
    • The Client acknowledges that Skyline shall rely upon the Client’s confirmation of the number of hours worked by the Temporary Worker and the Client must not retrospectively adjust the number of hours duly confirmed as having been worked by the Temporary Worker.
    • The Client must not refuse to approve a timesheet on the basis that the Client is dissatisfied with the Services but the Client may be entitled to terminate the Assignment in accordance with clause 9
  5. CHARGES
    • The Client shall pay the Charges as specified in the Assignment Schedule.
    • Skyline shall issue an invoice to the Client for the Charges each week and such invoice shall be payable within the Payment Terms. VAT shall be charged at the standard rate on all sums invoiced under these Terms.
    • Skyline may vary the Charges, by giving written notice to the Client, to reflect any additional cost in supplying the Temporary Worker as a result of the AWR or any statutory change.
    • There are no refunds or rebates payable in respect of the Charges and the Client shall pay the Charges without deduction or set off.
    • If an invoice is not paid within the Payment Terms, Skyline may:
      • Terminate the supply of Temporary Workers to the Client without notice;
      • Pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, charge late payment compensation on such invoice;
      • Charge interest at the rate of 8% per annum above the base rate of the Bank of England from the due date until the date of payment; and
      • Refer the collection of such payment to a collection agency or legal representatives and, if so referred, the Client shall be liable for all costs, fees (including legal fees on an indemnity basis), charges and disbursements incurred by Skyline in recovering payment from the Client.
  1. RESPONSIBILITY FOR PAYMENTS

Skyline is responsible for making payments to the Temporary Worker and, in respect of an Agency Worker, shall ensure that PAYE Income Tax and National Insurance Contributions are deducted from such payments pursuant to sections 44-47 of ITEPA 2003.

  1. TRANSFER FEES
    • Subject to clause 4, the Client shall pay a Transfer Fee if the Client (i) Engages a Temporary Worker Introduced by Skyline or (ii) introduces the Temporary Worker to a third party and such introduction results in an engagement of the Temporary Worker by the third party and:
      • such Engagement takes place within the Relevant Period where the Temporary Worker has commenced an Assignment and has not opted out of the Conduct Regulations;
      • such Engagement takes place within the Restricted Period where the Temporary Worker has commenced an Assignment and has opted out of the Conduct Regulations; or
      • such Engagement takes place within the Restricted Period where the Temporary Worker has not commenced an Assignment.
    • The Transfer Fee shall a sum equivalent to a percentage of the Remuneration payable to the Temporary Worker, rounded to the nearest pound and calculated in accordance with the following scale:

 

Remuneration                                                     Introduction Fee

Up to £39,999                                                      20%

£40,000 and above                                          25%

If the actual Remuneration is not disclosed to Skyline, the Transfer Fee shall be the hourly Charge at which the Temporary Worker was (or would have been) supplied to the Client multiplied by 350.

  • No refund of the Transfer Fee will be due if the Engagement subsequently terminates.
  • Unless the Temporary Worker has opted out of the Conduct Regulations, the Client may, instead of paying the Transfer Fee, on giving one week’s written notice to Skyline, request that the Temporary Worker continues to provide the Services for the Period of Extended Hire.
  • During a Period of Extended Hire, Skyline shall supply the Temporary Worker on the same terms as which they were supplied during the Assignment and, in any case, on terms no less favourable than those terms which applied immediately before Skyline received the notice pursuant to clause 4.
  • If Skyline is unable to supply the Temporary Worker for any reason outside its control for the whole or any part of the Period of Extended Hire or the Client does not wish to hire the Temporary Worker on the same terms as the Assignment but the Temporary Worker is Engaged by the Client directly or indirectly, the Client shall pay the Transfer Fee, reduced in proportion to any part of the Period of Extended Hire for which the Temporary Worker was supplied.
  1. TERMINATION OF THE ASSIGNMENT
    • Subject to clauses 2, 9.4 and 9.5, either party may terminate an Assignment at any time by giving the notice specified in the Assignment Schedule or, if no period of notice is specified, at any time without notice.
    • Irrespective of any notice period specified in the Assignment Schedule, either party may terminate an Assignment without notice if the other party has committed a serious or persistent breach of its obligations under this Agreement, if the other party undergoes a change of control or becomes insolvent.
    • Skyline shall have no liability to the Client if the Temporary Worker fails to give the agreed notice, if any, upon terminating the Assignment.
    • Skyline may terminate an Assignment without notice if it becomes aware of any reason why the Temporary Worker is unsuitable to work in the Assignment.
    • If the Client, acting reasonably, is dissatisfied with the Services, the Client may on the first day terminate an Assignment within the first 4 hours if the booking was for more than 7 hours (or within the first 2 hours if the booking was for 7 hours or less) and, provided that such termination is confirmed by the Client in writing within 48 hours, the Employment Business shall cancel the Charges for such period.
  2. CONFIDENTIALITY AND DATA PROTECTION
    • All information relating to a Temporary Worker is confidential and provided solely for the purpose of arranging an Assignment. Such information must not be used for any other purpose nor divulged to any third party and the Client shall comply with the Data Protection Act 1998 when receiving and processing such data.
    • Save to the extent that Skyline is required to disclose such information to the Temporary Worker, Skyline shall keep confidential any information provided by the Client for the purpose of complying with the AWR and shall not use it for any other purpose.
  3. NON-SOLICITATION

If the Client makes an offer of employment or engagement to any Skyline employee with whom the Client has had material dealings and the employee commences such employment or engagement within 6 months of leaving Skyline, the Client must pay a fee to Skyline, calculated in accordance with clause 8.2.

  1. LIABILITY
    • Subject to clause 2, the Client shall be responsible for the supervision, direction and control of a Temporary Worker during the course of their Assignment.
    • The Client shall not, nor shall it permit any other person to, exercise SDC or assert the right thereof in respect of:
      • A Contractor or Subcontractor at any time; or
      • Any other Temporary Worker where the Client has notified Skyline that SDC shall not apply pursuant to clause 3.
    • Nothing in clause 2 shall:
      • Prevent the Client from periodically checking that the Temporary Worker has performed the Services to the required standard;
      • Affect the Client’s obligation to ensure the health and safety of such Temporary Worker whilst on the Client’s site; or
      • Make Skyline liable for the performance or non-performance of the Services.
    • Skyline does not exercise supervision, direction or control over any Temporary Worker and shall not therefore be liable for any acts or omissions of a Temporary Worker. If the Services are performed by a Contractor, the Client may have direct recourse against the Contractor pursuant to a third party right in Skyline’s agreement with the Contractor.
    • Skyline shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise for failing to supply a Temporary Worker, for terminating an Assignment, for any claim for loss of profit or business, or for any indirect or consequential loss arising out of or in connection with these Terms.
    • Subject to clause 7, the aggregate liability of Skyline to the Client in respect of any claim arising out of or in connection with the performance or non-performance of these Terms and whether in contract, tort (including negligence) or otherwise, is limited to 15% of the Charges paid by the Client in relation to the relevant Temporary Worker in the three month period immediately prior to such claim arising or, if there was no supply of a Temporary Worker, the sum of £5,000.
    • Skyline does not exclude liability for death or personal injury arising from its own negligence, for fraud or fraudulent misrepresentation or for any other claim which may not be limited or excluded by law.
    • Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are excluded from these Terms to the fullest extent permitted by law.
    • Any claim which the Client may bring against Skyline pursuant to these Terms must be commenced within 12 months of the date on which the Client becomes aware or should reasonably have become aware of such claim.

 

  • The Client shall indemnify and keep indemnified Skyline against all losses, damages or claims suffered or incurred by Skyline as a result of the Client’s breach of contract, negligence (or any other tortious act), breach of statutory duty or otherwise.
  • The Client shall indemnify and keep indemnified Skyline against any demand or assessment for PAYE income tax or National Insurance contributions (including any penalties) suffered or incurred by Skyline as a result of the Client (i) incorrectly informing Skyline that the Temporary Worker shall not be subject to SDC during an Assignment or (ii) exercising SDC over a Subcontractor.
  1. BRIBERY & ANTI-CORRUPTION
  • The Client and Skyline each warrant that they shall:
  • Comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and
  • Promptly notify the other party of any request or demand for any undue financial or other advantage of any kind in connection with the performance of these Terms.
  1. GENERAL PROVISIONS
    • The Client shall not assign any of its rights or obligations under these Terms without the written consent of Skyline. Skyline may assign any monies owing from the Client to a third party including, without limitation, a recruitment finance or factoring company.
    • 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 Terms, which shall continue to be valid to the fullest extent permitted by law.
    • No failure or delay by a party in exercising any right or remedy under the Terms or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
    • The Terms shall be interpreted in accordance with English law.
    • The parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any dispute or claim arising between the parties in relation to the interpretation or performance of these Terms.

v1 – June 2016