1.1 In these terms and conditions:
1.1.1 ‘AWR’ means the Agency Workers Regulations 2010 as amended and any succeeding legislation.
1.1.2 ‘Assignment’ means the services performed by the Contractor for a client for a period of time during which the Contractor is supplied by an employment business.
1.1.3 ‘the Contractor’ means the limited company engaged by Us to provide the services of the Employee to Our clients.
1.1.4 ‘the Parties’ means the Contractor and Ourselves.
1.1.5 ‘We’, ‘Us’, ‘Ourselves’ or similar words Pulse Healthcare Limited.
1.1.6 “Data Protection Laws”: (i) the UK Data Protection Act 2018; (ii) the General Data Protection Regulation (GDPR) as revised and superseded from time to time; (iii) Directive 2002/58/EC as updated by Directive 2009/136/EC (ePrivacy Directive); and (iv) any other laws and regulations (including any successor legislation) relating to the processing of personal data and privacy which apply to a party.
1.1.7 ‘Employee’ means any officer, representative, employee, worker or staff member of the Contractor and use of the singular shall include the plural.
1.1.8 ‘Engage’ means to book or use the Contractor’s services for the purpose of the Assignment and ‘Engagement’ shall have a related meaning.
1.1.9 ‘Group Company’ means (a) any individual, company, partnership, statutory body or other entity which from time to time controls the client, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is controlled by or is under common control with the client, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006. For the purpose of this definition, control means the legal or beneficial ownership, whether directly or indirectly, of more than 50% of the issued share capital or a similar right of ownership or the power to direct or cause the direction of the affairs and/or general management of the entity.
1.1.10 “Public Sector Body” means (i) any entity which is a “public authority” for the purposes of the Freedom of Information Act 2000 or the Freedom of Information (Scotland) Act 2002; and (ii) any other entity which we expressly inform you is a Public Sector Body.
1.1.11 “Private Sector Body” any entity which is not a Public Sector Body.
1.1.12 “Qualifying Period” means 12 continuous calendar weeks during the whole or part of which the Contractor or the Employee is supplied by one or more temporary work agencies to the relevant client to work temporarily for the relevant client in the same role, and as further defined in the AWR.
1.2 These terms and conditions constitute a contract for services between the Contractor and Ourselves and shall govern all Assignments undertaken by the Contractor. No contract shall exist between the Parties between Assignments.
1.3 For the avoidance of doubt, these terms shall not be construed as a contract between Us and any Employee or other individual supplied by the Contractor and any liabilities of an employer shall be those of the Contractor alone.
1.4 The Contractor shall be deemed to have accepted these terms and conditions by virtue of the acceptance of any Assignment irrespective of whether or not the declaration at the end of these terms has been completed.
1.5 In Our dealings with the Contractor We act as an employment business.
1.6 The headings contained herein are included for convenience only and shall not affect the interpretation of the contents hereof in any way.
1.7 No variation or alteration to these terms and conditions shall be valid unless approved by a director of Our company, in writing.
1.8 These terms and conditions are governed by the laws of England and Wales and are subject to the exclusive jurisdiction of the courts of England and Wales.
1.9 Any unenforceable or invalid term herein shall be deemed severed from the valid provisions which will remain in full force and effect.
1.10 These terms and conditions shall prevail over any other terms and conditions the Contractor may proffer.
1.11 No failure or delay by us in exercising any right, power or privilege under this agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this agreement are cumulative and not exclusive of any rights and remedies provided by law.
1.12 This agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this agreement. Neither party shall have, nor represent that it has, any authority to make any commitments on the other party’s behalf.
1.13 For the purposes of the Contracts (Rights of Third Parties) Act 1999 this agreement is not intended to, and does not, give any person who is not party to it any right to enforce any of its provisions.
1.14 References to the AWR in these terms may only be relevant to Assignments that are subject to the AWR. Whether or not any Employees and Assignments are subject to the AWR will be determined by the specific circumstances of that Assignment. The Contractor must, however, provide Us with all the information that these terms and conditions require, whether or not the Contractor or the Employee believes that any or all of their Assignments are subject to the AWR. This is necessary so that We can make Our own assessment of Our legal obligations and keep accurate records.
2. OUR OBLIGATIONS TO THE CONTRACTOR
2.1 We shall use reasonable endeavours to seek Assignments for the Contractor that are relevant to the Employee’s skills and qualifications and of the type of work the Contractor indicated on Our application form that it wishes to supply the Employee to do. We shall determine, in Our sole and absolute discretion, the Contractor’s suitability for any Assignment. We make no representation, however, that We will find any suitable Assignments. The Contractor appreciates that no work may be available. We are not obliged to offer the Contractor work and We shall incur no
liability for not doing so. No contract shall exist between the parties between Assignments.
2.2 The Contractor will be paid weekly in arrears directly into its bank account for the previous week. If We receive the Contractor’s timesheet late, incomplete or unsigned, payment may be delayed. We shall be entitled to deduct from the fees paid, any sums due to Us.
2.3 We will pay the Contractor for the hours that its Employee works irrespective of whether or not We recover any payment from Our client for their work. Payment is subject to any deductions that We are obliged by law to make in the circumstances. Other than as expressly set out elsewhere in this agreement, the Contractor, however, shall be responsible for any PAYE Income Tax, National Insurance contributions and any other taxes and deductions payable in respect of its Employee.
2.4 The Contractor will be paid at the rate of pay agreed for the Assignment. This rate will be equivalent to more than the National Minimum Wage. The scale of pay rates will be agreed on registration, the actual rate will be agreed on offer of an Assignment. If the Employee completes the Qualifying Period, the Employee may be entitled to enhanced rates and/or benefits under the AWR and in that event We shall vary Our payments to the Contractor accordingly and the Contractor shall at the same time make the same variation in the corresponding payments the Contractor makes to the Employee.
2.5 Different pay (and deductions from pay) arrangements will apply to Assignments with Public Sector Bodies and Private Sector Bodies as follows:
2.5.1 If the Assignment is with a Public Sector Body, the following arrangements in relation to the Contractor’s pay (and deductions from the Contractor’s pay) will apply:
188.8.131.52 if the Public Sector Body informs Us that the Assignment is deemed to be within the scope of the Intermediaries legislation (IR35) We will make deductions of PAYE Income Tax and primary (but not secondary) National Insurance contributions from the Contractor’s pay, and the Contractor hereby consents to Us making such deductions from its pay; or
184.108.40.206 if the Public Sector Body informs Us that the Assignment is deemed to be outside the scope of the Intermediaries legislation (IR35) We will not make any deductions of PAYE Income Tax and (primary or secondary) National Insurance contributions from the Contractor’s pay and the Contractor acknowledges and agrees that:
(a) the Contractor is solely responsible for determining whether it is required to account to Her Majesty’s Revenue and Customs (“HMRC”) in respect of any taxes (including but not limited to income tax) or National Insurance contributions (whether primary or secondary) in respect of any pay the Contractor has received
attributable to the Assignment;
(b) the Contractor is solely responsible for making any payments to HMRC in respect of any taxes (including but not limited to income tax) or National Insurance contributions (whether primary or secondary) which the Contractor is obliged to make in respect of any pay the Contractor has received attributable to the Assignment; and
(c) the Contractor will indemnify Us and keep Us indemnified against any income tax, value added tax and national insurance and social security contributions and any other liability, loss, damage, cost, expense, deduction, contribution, assessment or claim We may suffer or incur as a result of any claims (whether from HMRC or otherwise) against Us arising out of or in connection with any failure by the Contractor to comply with its obligations pursuant to this clause or otherwise arising out of any Assignment referred to in this clause.
2.5.2 If the Assignment is with a Private Sector Body, the following arrangements in relation to the Contractor’s pay (and deductions from the Contractor’s pay) will apply:
220.127.116.11 We will not make any deductions of PAYE Income Tax and National Insurance contributions from the Contractor’s pay and the Contractor acknowledges and agrees that:
(a) it is solely responsible for determining whether it is required to account HMRC in respect of any taxes (including but not limited to income tax) or National Insurance contributions (whether primary or secondary) in respect of any pay the Contractor has received attributable to the Assignment;
(b) making any payments to HMRC in respect of any taxes (including but not limited to income tax) or National Insurance contributions which the Contractor is obliged to make in respect of any pay the Contractor has received attributable to the Assignment; and
(c) the Contractor will indemnify Us and keep Us indemnified against any income tax, value added tax and national insurance and social security contributions and any other liability, loss, damage, cost, expense, deduction, contribution, assessment or claim We may suffer or incur as a result of any claims (whether from HMRC or otherwise) against Us arising out of or in connection with any failure by the Contractor to comply with its obligations pursuant to this clause or otherwise arising
out of any Assignment referred to in this clause.
2.5.3 When We confirm the Assignment we will use our reasonable endeavours to confirm to the Contractor whether the Assignment is with a Public Sector Body or Private Sector Body. Notwithstanding this, it is the Contractor’s sole responsibility to identify and verify if any Assignment is with a Public or Private Sector Body in accordance with the definitions set out in this agreement. It is also the Contractor’s responsibility to check its pay, pay confirmation, invoices and any payslips to identify whether We have made any deductions for PAYE Income Tax or primary National Insurance contributions, and it is the Contractor’s sole responsibility to determine whether it is obliged to make any payments in respect of tax or National Insurance contributions as set out in clauses 18.104.22.168 and 22.214.171.124 above.
2.6 The details of the Assignment that are confirmed to the Contractor may thereafter be changed only if the change is recorded in writing and signed by one of Our directors.
3. DISCLAIMER OF LIABILITY
3.1 Subject to clause 3.3 below, We are not responsible for any personal injury or losses the Employee may suffer whilst on the premises of the client, whilst acting on the client’s instructions or whilst travelling to or from the property or premises of the client.
3.2 We are not liable for any loss, damage or injury to any third party as a result of any breach of this agreement or of any statutory provision, negligence, misconduct or fraud by the Contractor or its Employee during an Assignment or whilst travelling to and from an Assignment.
3.3 Our liability to the Contractor for any losses arising from Our (or Our employees’, subcontractors’ or agents’) breach of this agreement or of any statutory provision, negligence, misconduct or otherwise is limited to the fees that are payable to the Contractor for the Assignment in respect of which Our liability to the Contractor arose. Our liability for death or personal injury arising from Our negligence and Our liability for Our fraud or fraudulent misrepresentation is not limited or excluded.
4. THE CONTRACTOR’S OBLIGATIONS TO US AND TO THE CLIENT
4.1 The Contractor is not obliged to accept any Assignment that We offer, but if the Contractor does so then it agrees to abide by the requirements of these terms and conditions and will take measures to ensure that its Employee is aware of and conforms to the requirements of these terms and conditions. The Contractor shall perform and shall ensure that the Employee shall perform any Assignment with reasonable care and skill.
4.2 By accepting an Assignment, the Contractor warrants that it and any Employee it supplies is willing to work in that position and that any such Employee has the necessary qualifications and skills to carry out that Assignment.
4.3 Neither the Contractor nor its Employee shall approach the client with any complaint or inquiry about the Contractor’s remuneration without first approaching Us and allowing Us 30 days to respond thereto. We will do this on their behalf.
4.4 The Contractor shall ensure that its Employee consents to Our from time to time obtaining a Disclosure and Barring Service check in relation to him/her and agrees immediately to notify Us if their Employee is convicted of any criminal offence.
4.5 The Contractor is responsible for the cost of its Employees’ travel, meals, telephone calls, accommodation, and any other business expenses incurred whilst on Assignment.
4.6 The Contractor acknowledges that We may be entitled in certain circumstances to charge our client a fee if they (i) introduce the Contractor or the Employee to a third party that engages or employs them or if they (ii) engage or employ the Contractor or the Employee directly or through another employment business. In the latter case, the client will have the option to agree a period of extended hire of the Contractor or the Employee (whichever is applicable) through Us, after which they may transfer to them without the client paying a fee.
4.7 If the Contractor is offered an Assignment and the Employee has previously worked in the same or similar role with the client through any third party after 1 October 2011 then the Contractor must inform Us immediately it becomes aware of this and, if possible, before the Assignment starts. The Contractor must provide Us with full details of the work undertaken.
4.8 The Contractor must immediately inform Us if, since 1 October 2011, whether before any Assignment with a client starts and/or during that Assignment, the Employee has either (i) completed 2 or more Assignments with that client; (ii) completed an Assignment with the client and another Assignment with one of the Group Companies of that client; and/or (iii) worked in more than 2 roles during an Assignment with that client and on at least 2 occasions that role was not the same role as the previous role.
4.9 If the Contractor and/or the Employee considers that the Employee has not or may not have received equal treatment under the AWR as a result of any act or omission of Ours, the Contractor may raise or may request the Employee to raise this in writing with Us setting out as fully as possible the basis of the Contractor’s and/or the Employee’s concerns. Save to the extent that any such loss results from any act or omission of Ours or of the client, the Contractor shall indemnify Us and keep Us indemnified (or, as the case may be, the client) against any losses We or the client may suffer or incur as a result of any claim made by or on behalf of the Employee under the AWR.
4.10 The Contractor must inform Us if the reason for the Employee not working during any break between Assignments is due to one or a combination of any of the following reasons: sickness or Injury; pregnancy, childbirth or maternity; wholly for the purpose of taking time off or leave, whether statutory or contractual, to which the Employee is otherwise entitled; wholly due to the Employee being summoned for jury service; wholly due to usual seasonal reduction in requirements for workers according to the client’s established custom and practice; or wholly due to industrial action at the client’s workplace.
4.11 The Contractor shall ensure that, whilst the Employee is on the client’s premises, the Employee must familiarise himself or herself with the collective facilities and other amenities offered by the client including but not limited to canteen and other similar facilities, childcare facilities and transport services of the client as well as any vacancies at the client for work that the Employee may be suited to do.
4.12 If the client requires the Contractor to work longer than the hours that are usual for the client’s organisation in any given week, or in any event more than 37 hours in any given week the Contractor must notify Us as soon as reasonably practicable and in any event before the 37 hours of work are completed.
4.13 The Contractor warrants that it is not a ‘managed service company’ as defined in section 61B of the Income Tax (Earnings and Pensions) Act 2003 but that it is a personal service company which is compliant in all respects with the IR35 legislation and shall procure that the Employee so warrants for themselves. The Contractor shall immediately inform Us if any step is taken or procedure commenced which could result in the winding up, dissolution or liquidation of the Contractor.
4.14 The Contractor shall indemnify Us and keep Us indemnified against any losses We may suffer or incur by reason of any proceedings, claims or demands by the Employee or by any third party (including specifically, but without limitation Her Majesty’s Revenue and Customs and any successor, equivalent or related body) arising from or related to the provision of the Contractor’s services pursuant to this agreement.
4.15 The Contractor warrants that the Contractor and the Employee shall comply with the Data Protection Laws.
4.16 The Contractor shall indemnify Us and keep Us indemnified against any losses, liabilities, damages, costs, expenses, fines, penalties or interest whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges suffered or incurred by Us by reason of any proceedings, claims or demands by the Employee, the client or any third party arising out of any non-compliance with, and/or as a result of, any breach of this agreement or the Data Protection Laws by either the Contractor or the Employee.
5. PERFORMANCE OF THE ASSIGNMENT
5.1 The Contractor shall ensure that its Employee attends punctually and completes the Assignment whether or not a written booking confirmation is received from Us.
5.2 The Contractor’s Employee shall co-operate with the client’s staff and where appropriate accept the supervision, control and instruction of any responsible person within their organisation.
5.3 The Contractor’s Employee shall conform to the normal work hours of the client unless We have expressly agreed otherwise with the Contractor and We have recorded Our agreement in writing.
5.4 The Contractor’s Employee will observe the health and safety policy of the client and take all reasonable steps to safeguard their own safety and the safety of any other person who may be present or affected by their actions.
5.5 The Contractor’s Employee shall not smoke on the client’s premises except where it is expressly permitted to do so.
5.6 The Contractor’s Employee shall wear any form of identification that We or the client requires and display this on their clothing at all times when they are on the client’s premises.
5.7 Whilst carrying out the Assignment, the Contractor shall ensure that the Employee will adhere to the terms of any generally accepted Codes of Professional Conduct that apply to the relevant profession such as the administration of drugs and sterile techniques and, in particular, where relevant shall have regard to the guidance contained in the General Medical Council’s publication ‘Good Medical Practice’ relating to the conduct of practitioners.
5.8 Neither the Contractor nor its Employee shall engage in any conduct detrimental to Our interests or to the interests of the client.
6. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
6.1 Neither the Contractor nor its Employee shall disclose to any person other than a person authorised by the client any information that the Contractor or its Employee may have acquired during or in connection with an Assignment that is not already in the public domain including but not limited to any information concerning the client’s business, staff or procedures or the identity, medical condition, treatment or other personal details of any patient.
6.2 The Contractor shall deliver up to the client or to Us at the end of each Assignment all documents and other materials belonging to the client (and all copies), which are in its possession including documents and other materials created by it or by its Employee during the course of the Assignment. The client shall be the sole owner of any work product, including any intellectual property rights thereto, created during the Assignment. And the Contractor hereby assigns to the client (where appropriate, by way of present assignment of future copyright) or (in any other case) agrees to assign to the client absolutely on demand, with full title guarantee and for no further consideration, all intellectual property rights in respect of such work product. Further, the Contractor shall ensure that its employees are employed or engaged on terms which are consistent with the provisions of this clause and that their employees waive all moral rights in respect of their work product.
7. REQUIRED PERIOD OF NOTICE
7.1 In the event that the Contractor wishes to terminate an Assignment before its completion, notice shall be given to Us as follows:
7.2 In the event that the Contractor becomes aware that its Employee is, due to an unforeseen event beyond their control, unable to attend at the Assignment, the Contractor shall inform Us at the earliest possible opportunity. In all other circumstances, the Contractor is required to work out the Assignment until the required notice period is completed.
7.3 If the Contractor abandons an Assignment without giving the required
notice to Us We will hold the Contractor responsible for any losses We or
the client may suffer as a result.
8. INFORMATION WE REQUIRE
8.2 The Contractor is required to produce evidence of its Employee’s eligibility to work within the United Kingdom forthwith upon Our request. In the event that the circumstances of such Employee changes in any manner that might affect their continued eligibility to work in this country, the Contractor shall immediately inform Us of the details.
8.3 From time to time, We may obtain a Disclosure and Barring Service check in relation to the Employee and the Contractor agrees to immediately notify Us if the Employee is convicted of any criminal offence.
8.4 The Contractor must furnish Us with proof of its Employee’s identity as well as evidence of their experience, training and qualifications and full registration with the relevant professional regulatory body. The Contractor agrees that We may request additional information from them and/or from any professional body to which the Contractor belongs to determine the Contractor’s suitability for an Assignment and the Contractor shall ensure that its Employee has agreed that this information may be shared with Our client.
9. MISCONDUCT AND TERMINATION
9.1 The Contractor shall immediately inform Us of any event that has resulted in disciplinary action being taken against the Contractor or the Employees, any allegations of misconduct, the suspension or dismissal for misconduct from any position in which the Employee was working in their professional capacity. The Contractor shall do this regardless of whether or not the Contractor considers the allegations to have any foundation or substance.
9.2 We, or the client, may alter, cancel or terminate the Contractor’s Assignment at any time without incurring any liability to the Contractor.
9.3 Further, We may terminate this agreement at any time and without notice.
9.4 Clauses 1.9, 1.11, 2.2, 3, 4.6, 4.7, 4.8, 4.9, 6, 8.4, 10 and 13.3 and such other clauses which by implication have effect after termination shall survive termination of this agreement.
10.1 The Contractor shall ensure that adequate insurance coverage, including but not limited to employer’s liability insurance, public liability insurance, professional indemnity and clinical negligence and any other suitable insurances, is provided for both the Contractor and its Employee during an Assignment to cover their liabilities which may arise under or in connection with this agreement. The insurance cover so provided shall not be less than £3 million (or £10 million in the case of doctors), unless We have agreed, in writing, that cover of a lesser amount is adequate in the circumstances. The Contractor shall also ensure that, if the Employee is a surgeon, physician, doctor, dentist, nurse or midwife or other Allied Healthcare professions (including Social Workers) then the Employee belongs to and subscribes to and is insured by the Medical Defence Union or Medical Protection Society or other equivalent organisation (in the case of a surgeon, physician, doctor or dentist) or the Royal College of Nursing or other equivalent organisation (in the case of a nurse) or the Royal College of Midwives or other equivalent organisation (in the case of a midwife) or other similar insurance scheme and that the insurance scheme covers all their liabilities which may arise under or in connection with this agreement. In the event that the Employee does not have such insurance cover the Contractor must inform Us immediately. The Contractor shall be responsible for and shall indemnify Us for any loss, liability, costs (including legal costs), damages or expenses that We may incur arising directly or indirectly from that failure.
10.2 The Contractor shall on request supply to Us copies of such insurance policies and evidence that the relevant premiums have been paid.
10.3 The Contractor shall comply (and shall ensure that the Employee complies) with all terms and conditions of the insurance policies at all times. If cover under the insurance policies shall lapse or not be renewed or be changed in any material way or if the Contractor is aware of any reason why the cover under the insurance policies may lapse or not be renewed or be changed in any material way, the Contractor shall notify Us without delay.
11.1 The Contractor shall immediately inform Us (and thereafter confirm the advice in writing) should it become insolvent, call a meeting of creditors, have an administrative receiver or an administrator appointed, enter into liquidation or is dissolved or subject to a petition for winding-up. We may cancel any Assignment and/or this agreement in such circumstances
12. STATUTORY OBLIGATIONS
12.1 The Contractor shall comply with the statutory requirements of VAT legislation, the Companies Act 1985 and the AWR and all other relevant statutory instruments, and codes of practice to which it is subject as an employer, including the Working Time Regulations 1998.
12.2 Where the Employee is liable to be taxed in the UK in respect of consideration received in connection with this agreement, the Contractor shall at all times comply with the Income Tax (Earnings and Pensions) Act 2003 and all other statutes and regulations relating to income tax in respect of that consideration.
12.3 Where the Employee is liable to pay National Insurance Contributions (NICs) in respect of consideration received in connection with this agreement, the Contractor shall at all times comply with the Social Security Contributions and Benefits Act 1992 and all other statutes and regulations relating to NIC’s in respect of that consideration.
12.4 We may, at any time during the term of this agreement, request the Contractor to provide information which demonstrates how the Contractor complies with clauses 12.2 and 12.3 above or why those clauses do not apply to it. A request under this clause may specify the information which the Contractor must provide and the period within which the information must be provided.
12.5 We may terminate this agreement by serving notice on the Contractor if 12.5.1 in the case of a request mentioned in clause 12.4 above, the Contractor fails to provide information in response to the request within a reasonable time, or the Contractor provides information which is inadequate to demonstrate either how the Contractor complies with clauses 12.2 and 12.3 above or why those clauses do not apply to it; or 12.5.2 we receive information which demonstrates that, at any time when clauses 12.2 and 12.3 apply to the Employee, the Contractor is not
complying with those clauses.
12.6 We may supply any information which we receive under clause 12.4 to the Commissioners of Her Majesty’s Revenue and Customs for the purpose of the collection and management of revenue for which they are responsible.
13.1 The Contractor is responsible for the cost of the Employee’s travel, meals, telephone calls and accommodation and any other business expenses. The Contractor must settle any amounts it owes the client before the Assignment is completed.
13.2 We will only reimburse the Contractor’s expenses if We have previously agreed to do so in writing and payment for these expenses will be made directly to the Contractor and not to the Employee.
13.3 Any payment We may make to the Contractor in respect of an expense claim that the Contractor has presented to Us shall be made on the understanding that such amounts are paid as an advance only and that if subsequently the expense claim is not paid by the client for any reason We may reclaim these amounts from the Contractor
14. TIME SHEETS AND INVOICES
14.1 Time spent travelling to and from the client’s premises, lunch breaks and other rest breaks shall not count as part of the working time for the purposes of preparing a time sheet.
14.2 At the end of each week of an Assignment (or in the case of an Assignment of less than one week’s duration, at the end of the Assignment) the Contractor shall present to the client for signature a time sheet or other written record of the hours the Employee has worked during the preceding period. The Contractor will thereafter submit the document to Us.
14.3 The Contractor shall supply, together with the time sheet, an invoice for the amount due from Us to the Contractor for the hours worked by the Employee that week. The invoice shall bear the Contractor’s full name, company registration number, registered address of the company and the Contractor’s VAT number, where applicable. The invoice should also state whether any VAT is due thereon.
15. HOLIDAY PAY
15.1 The Contractor is solely responsible for the holiday pay and leave arrangements of the Employee and is not entitled to any period of absence or any payment for any period during which the services are not provided.
16.1 The Contractor shall not be incorporated outside the United Kingdom.
16.2 The Contractor may not subcontract to any third party any of the services that it is required to perform under any Assignment without Our written consent.
16.3 The Contractor appreciates that the client may have approved a particular Employee of the Contractor on the basis of their unique track record, work history or qualification. Accordingly, after the client has approved a particular Employee the Contractor may not substitute another Employee without the prior approval of the client (which approval shall be sought solely through Our agency) and Our written
approval, which will not be unreasonably withheld. In all cases, the substituted Employee must have the same level of skill and qualification as the first Employee approved for the Assignment.
16.4 Any notice to Us by the Contractor or its Employee in terms of Regulation 32(9) or 32(10) of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 shall be in writing. If the Contractor’s Assignments involve working with minors or any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care and attention these regulations will not apply.
16.5 We are not responsible for Our failure to fulfill Our obligations under this agreement if such failure is caused (directly or indirectly) by circumstances beyond Our control.
17. DATA PROCESSING
17.1 If We process nay personal data on the Contractor's behalf when performing Our obligations under this agreement:
17.1.1 the Contractor shall ensure that the Contractor is entitled to transfer the relevant personal data to Us so that We may lawfully use, process and transfer the personal data in accordance with this agreement on the Contractors behalf;
17.1.2 the Contractor shall ensure that the Employee has been informed of, and has given their consent to, such use, processing, and transfer as required by all applicable Data Protection Laws;
17.1.3 We shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Contractor from time to time;
17.1.4 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage;
17.1.5 each party shall ensure that all personnel who have access to and/or process data are obliged to keep the personal data confidential;
17.1.6 each party shall assist the other, at the other's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security or breach notifications;
17.1.7 each party shall notify the other without undue delay on becoming aware of a personal data breach;
17.1.8 each party undertakes not to transfer any of the personal data to any country or territory outside the European Economic Area (EEA) without prior written consent; and
17.1.9 at the written direction of the Contractor, delete or return Personal Data and copies thereof to the Contractor on termination of the agreement unless otherwise required by law.
Pulse Healthcare Limited
VAT Number 676 285 493
And the supplier:
The self-biller (Pulse Healthcare Limited) agrees:
1. To issue self-billed invoices for all supplies made to them by the supplier until 12 months after this agreement is signed.
2. To complete self-billed invoices showing the supplier’s name, address and VAT registration number, together with all other details which constitute
a full VAT invoice.
3. To make a new self-billing agreement in the event that their VAT registration number changes.
4. To inform the supplier if the issue of self bill invoices will be outsourced to a third party.
The Supplier (Limited Company (PSC)/Umbrella Company) agrees:
5. To accept invoices raised by the self-biller on their behalf until 12 months after this agreement is signed.
6. Not to raise sales invoices for the transactions covered by this agreement.
7. To notify the customer immediately if they
a. Change their VAT registration number
b. Cease to be VAT registered
c. Sell their business (or part of their business)
Signed by Pulse Healthcare Limited: