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Contract for Umbrella Company Contractor

CONTRACT FOR UMBRELLA COMPANY CONTRACTOR
1. DEFINITIONS
1.1. In these Terms of Engagement the following definitions apply:
“Assignment”
means each period which the contractor is engaged by the Employment Business to render services to a Client in accordance with the terms of the relevant Booking Form;
“Booking Form”
means a duly completed form setting out the terms of a particular Assignment with a Client in the format attached to these Terms;
“Client”
means a person, firm or corporate body requiring the services of the Contractor together with any subsidiary or associated company of the Client as defined by the Companies Act 1985;
“Confidential Information”
means all identifiable methodology, know-how, experience, data, databases, flow charts, plans, manuals, reports, tables or any other information or whatever kind (whether commercial, technical, financial, marketing, operational or otherwise, whether communicated verbally, in writing or in any other form and whether or not expressly stated to be confidential) relating to the business of any Client of the Employment Business (including, but not limited to, details of its clients and prospective clients
“Contractor”
means [the name of the Umbrella Company stated in the booking confirmation (booking form) sent upon placement via email]
“Employment Business”
means Granite Search and Selection Ltd, 10 High Trees Road, Reigate, Surrey, RH2 7EJ
“Intellectual Property”
means copyright, know-how, patents, trademarks, designs, database rights, trade secrets, confidential information and all other intellectual property rights in any part of the world, whether registered, registerable or not and including all applications and the right to apply for any of the foregoing rights and the right to sue for past infringements of any of the foregoing rights;
“Relevant Period”
means the period commencing on the date on which the Contractor signs a Booking Form to provide services to a particular Client for the first time and ending on the later of:
• 14 weeks from the day on which the Contractor and/or Staff first worked for such Client under an Assignment, or
• 8 weeks from the end of the last Assignment on which the Consultant and/or Staff worked for such Client;
“Staff”
means any employee, officer, representative or other staff supplied by the Contractor to perform particular Assignments pursuant to these Terms.
1.2. Unless the context requires other references to the singular include the plural.
1.3. The headings contained in these Terms are for the convenience only and do not affect their interpretation.
2. THE CONTRACT
2.1. When a Contractor accepts and Assignment by signing the relevant Booking Form and the Client subsequently agrees to the Contractor performing such an Assignment, these Terms and any other express terms contained in the Booking Form in respect of such Assignment will be incorporated into a contract for services between the Employment Business and the Contractor. In the event of any inconsistency between these Terms and the Booking Form the Booking Form will prevail in so far as it relates to that particular Assignment but not otherwise.
2.2. No variation or alteration to these Terms shall be valid unless the details of such a variation are agreed between the Employment Business and the Contractor and set out in writing and a copy of the varied terms is given to the Contractor stating the date on or after which such varied terms shall apply.
3. ASSIGNMENTS
3.1. The Employment Business will endeavour to obtain suitable Assignments for the Contractor. The Contractor shall not be obliged to accept any Assignment offered by the Employment Business.
3.2. The Contractor acknowledges that the nature of temporary work means that there may be periods when no suitable Assignment is available and agrees:
3.2.1. that suitability of Assignments to be offered shall be determined solely by the Employment Business; and
3.2.2. that the Employment Business shall incur no liability to the Contractor should it fail to offer opportunities to work.
3.3. At the same time as an Assignment is offered to the Contractor the Employment Business shall provide the Contractor with a Booking Form detailing the following information if available: the identity of the Client; the date the Assignment is to commence and the duration or likely duration of the work; the type of work, location and hours during which the Contractor would be required to work; the fee that will be paid and any expenses payable by or to the Contractor; any risks to health and safety known to the Client in relation to the Assignment and the steps the Client has taken to prevent or control such risks. In addition the Employment Business shall inform the Contractor what experience, training qualifications and any authorisation required by law or a professional body the Client considers necessary or which are required by law for an individual to work on the Assignment.
3.4. Where such information is not given in the Booking Form, or by electronic means it shall be confirmed by such means within three business days of commencing the Assignment (excluding Saturday, Sunday and any public or Bank holiday) save where the Contractor is being offered an Assignment in the same position as one in which the Contractor had previously appointed Staff within the previous five business days and such information has already been given to the Contractor.
3.5. If at any time during the Relevant Period the Client wishes to employ Staff direct or through another employment business, the Contractor acknowledges that the Employment Business will be entitled either to charge the Client a fee or to agree an extension of the hiring period with the Client at the end of which Staff may be engaged directly by the Client or through another employment business without further charge to the Client. In addition the Employment Business will be entitled to charge a fee to the Client if the Client introduces the Contractor and/or Staff to a third party who subsequently engages the Contractor and/or Staff within the Relevant Period.
4. FEES
4.1. The Employment Business will pay the Contractor a fee calculated on an hourly rate. The actual rate for each Assignment will be notified to the Contractor in the Booking Form. Fees for each hour worked by the Contractor during an Assignment (to the nearest quarter hour) will be paid weekly in arrears.
4.2. For the avoidance of doubt, the Employment Business and the Contractor each acknowledge that it is the intention of the parties that any Staff will have the status of either an employee or a self-employed sub-contractor of the Contractor and will not be an employee of the Employment Business and accordingly the Contractor will indemnify
and keep the Employment Business indemnified in respect of any and all income tax liabilities and national insurance or similar contributions in respect of the fees and any other sums payable under these Terms and/or in respect of any remuneration paid by the Contractor to any individual in connection with the Assignment.
5. TIMESHEETS
5.1. At the end of each week of an Assignment (or at the end of the Assignment where an Assignment is for a period of less than one week or is completed before the end of a week) the Contractor shall deliver to the Employment Business a timesheet duly completed to indicate the number of hours worked by Staff during the preceding week signed by an authorised representative of the Client. Such timesheets must be received by the Employment Business by no later than 10am on the Monday following the week to which they relate. This timesheet must be accompanied by an invoice from the Contractor for the amount due from the Employment Business to the Contractor for the hours worked in that week. Such invoice should bear the Contractor’s name, VAT number and should state any VAT due on that invoice.
5.2. Subject to clause 5.3 the Employment Business shall pay the Contractor for all hours worked regardless of whether the Employment Business has received payment from the Client for those hours.
5.3. Where the Contractor fails to submit a properly authenticated timesheet signed in accordance with clause 5.1 the Employment Business shall conduct further investigations into the hours claimed by the Contractor and the reasons that the Client has not signed a timesheet in respect of those hours. This may delay any payment due to the Contractor. For the avoidance of doubt, the Employment Business shall make no payment to the Contractor for hours not worked and any payment made in respect of hours worked for which the Contractor does not submit a properly authenticated timesheet is entirely at the discretion of the Employment Business.
6. LIABILITY
6.1. The Contractor shall be liable for any loss, damage or injury to any party resulting from the negligent acts or omissions of its Staff during an Assignment.
6.2. Except where contrary to legislation the Contractor shall therefore indemnify and keep indemnified the Employment Business and its officers, Directors, employees, agents and consultants from and against all costs (including investigatory), expenses (including, but not limited to legal and other professional fees and expenses), losses, damages and other liabilities (of whatever nature, whether contractual, tortuous or otherwise) suffered or incurred by the Employment Business and/or any of its Directors, employees or consultants (as the case may be) and arising out of or in connection with any claim made by any Client.
6.3. The Contractor shall ensure the provision of adequate Employer’s Liability Insurance, Public Liability Insurance, Professional Indemnity Insurance and any other suitable policies of insurance in respect of the Contractor and its Staff during an Assignment and shall make a copy of the policy available to the Employment Business upon request.
7. CONTRACTOR’S WARRANTIES
7.1. Once the Contractor has signed and returned the Booking Form to confirm they are willing to accept a particular Assignment and the Client has confirmed they wish to proceed with the Assignment, the Contractor agrees on its own part and on behalf of its Staff that during the Assignment and afterwards where appropriate they will:
7.1.1. Not engage in any conduct detrimental to the interests of the Employment Business or the Client which includes any conduct tending to bring the Employment Business or the Client into disrepute or which results in the loss of custom or business to the Client and/or Employment Business.
7.1.2. Complete each Assignment in accordance with the dates and times specified in the Booking Form or otherwise agreed with the Client.
7.1.3. Ensure that all staff supplied have suitable experience, training, qualifications and any authorisation required by law or a professional body to work on an Assignment and that they are suitable for an Assignment bearing in mind any risks to health and safety known to the Contractor from any information provided in the Booking Form in accordance with clause 3.3 or otherwise and, on request, to provide the Employment Business with evidence of such experience, training, qualification and authorisation.
7.1.4. Take all reasonable steps to safeguard its own health and safety and the health and safety of any person who may be affected by its actions on the Assignment and comply with the Health and Safety policies and procedures of the Client.
7.1.5. Comply with all statutory obligations and codes of practice to which the Contractor is subject to in respect of its Staff including but not limited to the Working Time Regulations.
7.1.6. Comply with any rules or obligations in force at the premises where services are performed during Assignments to the extent that they are reasonably applicable.
7.1.7. Co-operate with the Client’s staff and comply with all reasonable and lawful instructions within the scope of the Assignment made by the Client.
7.1.8. Furnish the Employment Business with any progress reports as may be requested from time to time.
7.1.9. Notify the Employment Business forthwith in writing if it should become insolvent, dissolved or subject to a winding up petition.
7.1.10. Comply with all the requirements of VAT legislation and the Companies Act 1985.
8. COMPUTER EQUIPMENT WARRANTY
8.1. The Contractor shall ensure that any computer equipment and associated software that it provides to its Staff for the purpose of providing the services contains anti-virus protection with the latest released upgrade from time to time.
9. CONFIDENTIALITY
9.1. The Contractor undertakes on its own part that it will procure that its Staff will:
9.1.1. Keep all Confidential Information strictly confidential.
9.1.2. Only use the Confidential Information to the extent necessary for performance of the Contractor’s obligations under these Terms and not for any other purpose.
9.1.3. Not disclose the Confidential Information to any other person, except with the express prior written consent of the Client and on condition that the Contractor ensures that any person to whom disclosure is made complies (in respect of the Confidential Information in question) with provisions equivalent to those imposed by this clause 9.
9.1.4. Not at any time make any copy, abstract, summary or précis of the whole or any part of any document or other material belonging to the Client except when required to do so in the course of its duties under Assignment in which event any such item shall belong to the Client.
9.2. The obligations set out in clause 9.1 above will not apply to any Confidential Information to the extent that:
9.2.1. Such information is publicly available or becomes publicly available other than through an act of omission of the Contractor of Staff.
9.2.2. The Contractor or Staff is required to disclose such information by law.
9.3. Whenever requested by the Client, the Contractor must:
9.3.1. Return and procure that any person to whom Confidential Information has been disclosed also returns immediately all matter provided by the Client in tangible form which constitutes or contains any Confidential Information, together with all copies; and/or
9.3.2. destroy (or if kept electronically, delete) and procure that any person to whom Confidential Information has been disclosed also destroys (or deletes, as the case may be) any notes, memoranda or other records or working materials (in whatever medium) which constitute or contain any Confidential Information.
10. TERMINATION
10.1. An Assignment may be terminated by either the Employment Business or the Contractor by giving the other party 24 hours notice.
10.2. Notwithstanding sub-clause 10.1 of these Terms, where required by the Client, the Employment Business may without notice and without liability instruct the Contractor to cease work on an Assignment at any time, where:
10.2.1. The Contractor and/or its Staff has acted in breach of the rules and regulations applicable to the Client’s own staff;
10.2.2. The Client reasonably believes that the Contractor and/or its Staff has not observed any condition of confidentiality set out in these Terms or applicable to the Contractor from time to time;
10.2.3. The Contractor becomes insolvent, dissolved or subject to a winding up petition;
10.2.4. For any reason the Contractor proves unsatisfactory to the Client; or
10.2.5. The Contractor commits a fundamental breach of these Terms.
10.3. Failure by the Contractor to give notice of termination as required pursuant to clause 10.1 will constitute a breach of contract and will entitle the Employment Business to claim damages from the Contractor for any resulting loss suffered by the Employment Business.
10.4. If the Staff are unable for any reason to work on an Assignment the Contractor should inform the Employment Business by no later than an hour before their usual start time on the first day of absence to enable alternative arrangements to be made.
10.5. The Contractor acknowledges that the continuation of an Assignment is subject to and conditional upon the continuation of the contract entered into between the Employment Business and the Client. In the event that the contract between the Employment Business and the Client is terminated for any reason the Assignment shall cease with immediate effect without any liability to the Contractor or the Employment Business.
11. INTELLECTUAL PROPERTY
11.1. Any documents, materials, software, inventions or other items (whether tangible or intangible) that the Contractor or any of its Staff make, discover or create in the course of an Assignment (the “Works”), including all intellectual Property subsisting in the Works, belongs to the Client for whom the Contractor is working during the relevant Assignment and accordingly:
11.1.1. The Contractor hereby assigns and agrees to procure that any of its Staff will assign to the Client absolutely (including by way of assignment of future copyright) with full title guarantee all their respective rights and to such intellectual Property;
11.1.2. The Contractor hereby waives and agrees to procure that any Staff will waive any and all moral rights subsisting in the Works;
11.1.3. If requested to do so by the Employment Business, the Contractor must:
11.1.3.1. Deliver-up to the Client any tangible matter comprising the Works, or on which details of the Works are recorded;
11.1.3.2. At the Client’s expense, execute any documents and do all such things that the Client deems necessary to give effect to clauses 11.1.1 and/or 11.1.2.
11.2. The Contractor promises the Employment Business that the Works will not be defamatory, indecent or unlawful and will not, and their use by the Client or any other person will not, infringe the Intellectual Property or other rights of any third party.
12. INDEMNITY
12.1. The Contractor acknowledges to the Employment Business that its services are supplied to the Employment Business as an independent contractor and that accordingly the responsibility of complying with all statutory and legal requirements relating to the Staff (including the payment of taxation) shall fall upon and be discharged wholly and exclusively by the Contractor. In the event that any member of Staff are employees of the Employment Business, the Contractor shall upon demand indemnify the Employment Business and keep it indemnified in respect of any liability claim demand expense or cost (including legal costs incurred by the Employment Business on a solicitor and own client basis) in settling, contesting or dealing with any such claim demand.
12.2. The Contractor confirms by accepting an Assignment that they have represented the experience and qualifications of their Staff accurately and except where contrary to legislation shall indemnify the Employment Business and their other contractors, officers, Directors, employees, agents and invitees of all the foregoing against any costs, claims, damages and expenses (including without limitation, legal and other professional fees and expenses) liabilities (whether criminal or civil, in contract, tort or otherwise) and investigations expenses incurred by the Employment Business as a result of any breach of this clause 12.2.
13. NOTICES
13.1. All notices which are required to be given in accordance with these Terms shall be in writing and shall be sent to the registered office from time to time of the party upon whom the notice is to be served. Any such notice may be delivered personally or by first class prepaid post or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours and if by facsimile transmission when dispatched.
14. LAW
14.1. These terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales

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