Contract Terms and Conditions

Vantage Consulting (Midlands) Limited

Arrangement for the supply of services. 

Parties

(1) Vantage Consulting (Midlands) Ltd -  (‘The Supplier’) a company incorporated in England (registration number 7061618) of 9 Hargreaves Court, Staffordshire Technology Park, Stafford, Staffs, ST18 0WN

(2) Client whose registered office is at Client Address 

Whereas

A) The Supplier is acting as an employment business. The Client has identified a need for technical help and assistance in the performance and completion of works and wishes to utilise the services of a service provider to be introduced and supplied by the Supplier.

1. Definitions and Interpretations

1.1 "Agreement" shall mean the agreement between the Supplier and the Client, incorporation the term and conditions contained herein, the schedules and the worksheets.

1.2 "Assignment" shall mean the project or projects set out in each Assignment Schedule.

1.3 "Services" shall mean any/all Assignments to be performed or carried out by the Supplier under this Agreement.

1.4 “Client” means person, firm or corporate body to whom the Service Provider is Introduced and supplied by the Supplier.

1.5 “Consultant(s)” “Contractor” “personnel” shall mean the person(s) introduced to the Client by the Supplier. Named individual engaged by the Supplier to perform an Assignment on its behalf or any approved substitute. References to the Contractor or personnel shall include any approved substitute.

1.6 “Regulations” means The Conduct of Employment Agencies and Employment Business Regulations 2003 as amended from time to time.

1.7 “Service Provider” means the limited companies employing the Consultant(s), Contractor, Personnel including any representative, employee, or officer thereof (and shall include Consultant(s)) introduced to the Client by the Supplier and includes the service provider with whom the Supplier contracts to carry out the Services.

1.8 “Confidential Information” means any information relating to the business and affairs of both the Supplier and the Client and to the identity and business and affairs of either parties’ customers and clients and potential customers and clients which comes to either parties’ attentions or possession and which both parties regard or could reasonably be expected to regard as confidential, whether or not any such tangible information is marked ‘confidential’.

1.9 “Engagement” means the engagement, employment, retention or utilisation of a Service Provider other than through the Supplier and “Engage” shall be construed accordingly.

1.10 “Services” means all or any part of the work or services to be performed by the Service Provider detailed herein and in the Schedules.

1.11 “Supply” means the supply of Services to the Client by the Service Provider through the Supplier.

1.12 “Transfer Fee” means a fee payable by the Client to the Supplier, calculated by multiplying the weekly client rate specified in Schedule 1 by 10. For the purposes of calculating the Transfer Fee, if no weekly client rate is specified in Schedule 1, such a rate shall be calculated by multiplying the weekly working commitment by the hourly rate specified in Schedule 1.

1.13 “Extended Period of Hire” means an extended period of hire during which the Service Provider will be supplied to the Client by the Supplier, upon no less favourable terms, the length of which is determined by the duration of the Agreement and which will be calculated on a sliding scale as follows

Duration of Agreement	Extended Period of Hire
Between 0-6 months	9 months
Between 6-12 months	6 months
Greater than 12 months	3 months

1.14 “Restriction Period” means the 12 months following either:

1.14.1 the introduction of the Service Provider and/or its Consultant(s); or

1.14.2 the termination or expiration of the Agreement; whichever expires last.

1.15 Save that if the Service Provider and its Consultant(s) have not opted out of the Regulations and there has been a Supply then the Restriction Period shall mean the relevant period stated in the Regulations.

1.16 “Intellectual Property Rights” include but are not limited to copyright, patents, utility models, trade marks, service marks, design rights (whether registered or unregistered), database rights and proprietary information rights in all materials, designs, programs, reports, manuals, visual aids and any other material prepared under the Agreement.

1.17 If applicable References to the End Client shall mean The Client's client, if the Client is an Employment Businesses, and will be detailed in the assignment schedule

1.18 and shall include, where appropriate, the Client's customer or client and/or any person or organisation for whom the Supplier and/or the contractor shall perform an Assignment.

1.19 “Introduction” means the provision of any information to the Client by the Supplier (whether in writing or orally), which identifies a Service Provider or a Consultant.

1.20 “Introduction Fee” means a fee payable by the Client to the Supplier equivalent to 12 weeks of the anticipated gross charge out rate for the Service Provider and/or Consultant(s), or £30’000 plus VAT whichever is the greater amount.

1.21 In this Agreement:

1.21.1 where the context so admits, references to the singular shall include the plural and references to the masculine shall include the feminine and in each case vice versa.

1.21.2 references to any legislation shall be references to such legislation as may be amended or re-enacted from time to time.

1.21.3 headings are for ease of reference only and shall not affect the interpretation of any part of this Agreement.

1.22 Where there is any inconsistency between any provision in these terms and conditions and any provision in the Schedule, the latter shall prevail.

2. General

2.1 Nothing in this Agreement shall be construed to mean that any Contractor(s) / Consultant / Personnel is engaged by or is an employee of the Client or the End Client.

2.2 The terms of this Agreement represent the entire Agreement between the parties and supersede any previous representations or agreements whether recorded in writing or otherwise.

2.3 The Client shall observe the provisions of the Data Protection Act 1998 and shall indemnify for any breach thereof.

3. Duration and Termination

3.1 Without prejudice to any other right or remedy, The Client may immediately terminate this agreement if the Supplier or its personnel commit a breach of any term of this agreement which in the case of a breach capable of remedy, is not remedied within 28 days of receipt by the Supplier of a notice from The Client specifying the breach and requiring its remedy;

3.2 The Client shall have the right without incurring any liability to the Supplier or its personnel to terminate this agreement with immediate effect providing satisfactory evidence to the supplier, in writing, that either:

3.2.1. the personnel performs incompetently, commits a criminal offence or an act of serious misconduct and/or any serious or persistent negligence in respect of their obligations hereunder ; or

3.2.2. the personnel fails or refuses to carry out the Services reasonably and properly required of them hereunder, including without limitation, failure or refusal to comply with The Client's or End Client reasonable instructions or standards.

3.3 Either party may terminate this agreement by giving 30 days notice without cause.

3.4 Should the Client fail to pay any one invoice in accordance with Sub-Clause 8.6 then the Supplier shall have the following rights;

3.4.1 to terminate the Agreement forthwith; and

3.4.2 to terminate all agreements in force between the Client and the Supplier forthwith;   and

3.4.3 to claim all monies under all agreements in force between the Client and the Supplier, as rightfully due, including fees for work in progress unsupported by signed timesheets.

3.5 The Supplier may terminate the Agreement forthwith should the Client;

3.5.1 fail to comply with the provisions of Clause 4;

3.5.2 go into liquidation or a receiver, administrative receiver, administrator or someone of similar office be appointed to the Client or any part of its assets or undertakings;

3.5.3 default on its payment obligations under any other agreement in force between the Client and the Supplier.

If in the sole opinion of the Supplier the Client’s financial condition is such that it may not be able to meet its continuing obligation under the Agreement then the Supplier may terminate this Agreement unless the Client immediately pays all invoices due under the Agreement together with such further sums as the Supplier considers necessary, in its reasonable opinion, to secure its position with regard to future sums due under the Agreement. This is without prejudice to the Suppliers other rights under Clause 3.

4, Restrictions

4.1 Should the Client, within the Restriction Period, wish to Engage the services of the Service Provider and/or the Contractor, personnel other than through the Supplier then it shall;

4.1.1 if the Service Provider has not opted out of the Regulations have the option to elect by 14 days’ written notice to utilise the services of the Contractor, personnel and/or the Service Provider for the appropriate Extended Period of Hire on the terms and conditions specified in the Agreement, or in the event of no Supply on the terms as are agreed at the time; or

4.1.2 in the event of no Supply, pay the Introduction Fee; or

4.1.3 following termination or expiration of the Agreement, pay the appropriate Transfer Fee.

4.2 In the event the Client fails to specify whether payment of an Introduction Fee, Transfer Fee or Extended Hire Period is preferred, an Introduction Fee or transfer Fee (as applicable) shall be charged upon Engagement by the Client.

4.3 Should any subsidiary or associated company of the Client, any client of the Client or any other third party to whom the Client has introduced the Service Provider, within the Restriction Period Engage the services of the Service Provider other than through the Supplier then the Client shall either:

4.3.1 in the event of no Supply, pay the Introduction Fee; or

4.3.2 Following termination or expiration of the Agreement, pay the appropriate Transfer Fee.

Sub Clauses 4.1, 4.2 and 4.3 shall survive the termination of the Agreement for the Restriction Period.

5. Performance

5.1 The Supplier shall notify the Client if the Regulations apply to the Agreement and if practicable prior to the commencement of the Supply.

5.2 Services

5.2.1 The Supply shall be for the period detailed in the relevant schedule. The Service Provider is engaged by the Supplier under a contract for services

5.2.2 It is the Client’s responsibility to specify its requirements and timeframes and to provide all information to the Service Provider and to liaise with the Service Provider to ensure it is providing the Services as required and to the Client’s satisfaction, such service reviews should be conducted prior to authorising timesheets which will commit the Client to settle invoices. The Client shall, at its own expense, provide the Service Provider with all documents or other materials and data, or other information necessary for the completion of the Services. The Service Provider shall use its own equipment where appropriate.

5.2.3 The Service Provider shall freely and independently arrange its activities and may perform the Services at its place of business subject to prior agreement with the Client.

5.2.4 The Service Provider may schedule the Services at its discretion subject to the terms set out in the schedules and agreement with the Client.

5.2.5 The Client shall insure that the Service Provider is accorded sufficient access to any of the Clients premises, information, data or personnel and use of any equipment, which is reasonably necessary for the completion of the Services. Whilst the Service Provider is working at the Clients premises, its Consultant(s), Personnel should be provided with a suitable place of work and such materials in a good condition and sufficient for the purposes for which the are required and the Client should ensure that the Service Provider’s Consultant(s)/Personnel abides by the rules and regulations of the Clients site.

5.2.6 The Client understands that the Service Provider is providing specialist independent services and that the Consultant(s), Personnel should not be integrated into the Client’s workforce, nor should the Client issue employer type instructions.

5.2.7 Whilst the Service Provider’s Consultants(s), Personnel is working at the Client’s premises, the Client shall ensure that the health and safety standards required by the applicable law and regulations are observed. The Client undertakes to notify the Supplier of specific risks to health or safety known to it and what steps the Client has taken to prevent or control such risks and confirms it knows of no reason why it would be detrimental to the interests of the Service Provider to undertake the Supply.

5.3 Standard Services

5.3.1 The Supplier shall use its best endeavours to ensure that the Service Provider is suitable to carry out the Services with reasonable skill and care and in this regard has made all reasonable enquiries of the Service Provider concerning suitability and technical competence. The Supplier does not test the Service Provider’s technical skills and it is for the Client to satisfy itself as to the Service Provider’s overall capability to fulfil the assignment. The Supplier will accept no responsibility for information relating to the Service Provider, which is outside its knowledge.

5.3.2 The Client should notify any complaints concerning the Service Provider’s performance promptly to the Supplier.

5.4 The Supplier shall issue a Schedule 1 detailing terms specific to the Supply to the Client prior to its commencement.

6. The Suppliers Obligations

6.1 The Supplier shall provide the Services at such times and at such locations as detailed in the assignment summary.

6.2 Vantage Consulting (Midlands) ltd shall ensure its personnel perform the services with all reasonable care and skill and to co-operate with the Client’s staff and accept all reasonable requests with regard to the scope of the Assignment although this will in no way compromise the Supplier’s personnel’s autonomy in relation to determining the method of performing the work;

6.3 The Supplier shall ensure that its personnel comply with any rules set by the Client or End Client when working on its premises, including without limitation rules relating to security, health & safety and the environment, to the extent that they are applicable to an independent contractor providing services on the Client or End Client's premises.

6.4 Where required, the Supplier’s personnel will submit timesheets in a form to be agreed with the client to provide a record of the work done by the personnel.

7. Limitation on Liability

7.1 The Supplier shall, subject to Sub Clause 7.2 below, indemnify the Client against its direct losses, to the extent that such death, injury, loss or damage is attributable to its negligent acts or omissions in its provision of employment business services.

7.2 The Supplier shall no have any liability to the Client under or in connection with the Agreement howsoever arising in respect of loss of profits or contracts or for special, indirect or consequential loss or damage, or for any increased costs or expenses and its liability under Sub Clause 7.1 shall be limited to a maximum of £250 000 per claim. These exclusion shall not apply to personal injury, including death caused by its negligence.

7.3 No liability is accepted by the Supplier for any loss, expense, damage, costs, or delay arising from;

7.3.1 the negligent acts or omissions, dishonesty, misconduct or lack of skill of the Service Provider or its Contractor(s), personnel; and/or

7.3.2 failure by the Service Provider to complete the Services.

7.4 The Client will comply with all relevant legal requirements, including the provision of adequate Public Liability insurance in respect of the Service Provider. The Client shall indemnify the Supplier against any costs, claims, damages or any circumstance outside the reasonable control of the Parties.

7.5 Neither party shall have any liability in respect of any delay in carrying out or failing to carry out any of its obligations under the Agreement caused by fire, strikes or other industrial action or dispute, Acts of Government or any circumstance outside the reasonable control of the Parties.

8. Payment

8.1 The Client shall pay to the Supplier for all work performed by the Service Provider. All charge rates, including additional hour rates and special rates for weekends and bank holidays, are set out in the relevant schedule. Fees are calculated by multiplying the relevant charge rate by the number of hours/days/weeks (as appropriate) worked by the Consultant(s), Personnel in performing the Services.

8.2 The Supplier will provider the Service Provider with timesheets to record the time worked by the Consultant(s)/Personnel. The Service Provider will submit these timesheets on a weekly basis to the Client for authorisation in writing. It is the Client’s responsibility to ensure that the timesheets are a true reflection of the time worked by the Service Provider, and that it is satisfied with the quality of the work performed. Failure to authorise the timesheet(s), for any reason, does not absolve the Client of its obligation to pay the Supplier’s charges in respect of all Services supplied by the Service Provider.

8.3 The Client shall authorise these timesheets without delay, and return them promptly to the Service Provider. In any event the Client shall be obliged to authorise timesheets within 14 days or their submission by the Service Provider.

8.4 The Parties acknowledge that the Supplier relies on the fact that the Client has authorised the timesheets when making payment to the Service Provider, and that the Supplier may also rely on any refusal by the Client to authorise the timesheets, for instance by disputing (including in legal proceedings) the Service Provider’s right to payment. The Client shall assist the Supplier if it needs to verify hours claimed on a worksheet. The Client shall retain one copy of each timesheet for its own records.

8.5 An authorised representative of the Client must approve all expenses, before they are incurred, and provide confirmation of such approval in writing. The Client may reimburse the Service Provider’s expenses directly. The Client shall retain copies of all expense receipts submitted. If the Client wishes for expenses to be claimed through Vantage Consulting, then a 5% processing fee will be applied on top of any expenses claimed by the Service Provider through Vantage Consulting.

8.6 An invoice for the work performed by the Service Provider shall be presented to the Client for payment, and the Client warrants that it shall be paid within 14 days of the invoice being tendered, unless otherwise specified in the relevant schedule or unless a standing order is arranged. No fee rebates shall apply.

8.7 In the event of late payment of an invoice, the Client shall pay to the Supplier statutory interest on the sum due, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time) together with the compensatory payment specified by section 5A of the aforesaid Act. The Client shall be liable to the Supplier and indemnify the Supplier fully in respect of any legal costs incurred by the Supplier as a result of failure by the Client to pay an invoice in accordance with sub-clause 8.6. For the avoidance of doubt, the provisions of this clause are without prejudice to any other rights which the Supplier may possess (whether at common law or under statute) to recover interest or costs.

8.8 The Supplier shall be responsible for making payment to the Service Provider and in no circumstances shall the Client make payment to the Service Provider directly, except as specified in sub-clause 8.5 above.

8.9 Under no circumstances should the Client discuss with the Service Provider the rates charged by the Supplier to the Client.

8.10 The Client agrees to supply the Supplier with any required Purchase Order within 14days of the last working day covered by the timesheet. Where the Client fails to do so the Supplier is authorised to invoice the Client without an accompanying Purchase Order. The Supplier’s invoice shall be payable as specified in sub clause 8.6.

8.1. VAT is payable on the fees at the prevailing rate.

9. Special Payment Conditions

9.1.1 Any special conditions as to payment, if applicable shall be specified in a schedule to the Agreement.

10. Replacement of the Service Provider / Contractor / Personnel

10.1 The Client shall notify the Supplier in writing if it wishes to terminate the Services of the Service Provider in reliance upon Sub Clause 3.2 above. The Client shall provide the Supplier with a clear written account of the problems and the Supplier shall endeavour to find a replacement.

10.1.2 The Client shall include, the Client’s customer or any person or organisation whom the Service Provider is introduced to by the Client.

10.1.3 The Service Provider will inform the Agency immediately it becomes aware if, within twelve months following the later of (i) introduction by the Agency to the Client, and (ii) the end of the most recent Contract, the Client (other than through the Agency) makes an offer of employment or engagement direct to any person introduced or who has provided Services on the Service Provider’s behalf.

10.2 The provision of a replacement is in no way an acceptance by the Supplier that the work carried out by the Service Provider was not carried out with reasonable skill and care.

10.3 The Service Provider may substitute the Consultant / Personnel named in Schedule 1 provided that;

10.3.1 the Services remain as detailed in the Agreement; and

10.3.2. the Client and the Supplier are reasonably satisfied that the proposed substitute possesses the necessary skills, expertise and resources to fulfil the Services; and

10.3.3 the Client is reasonably satisfied that the proposed substitute will comply with its rules on health, safety, security and confidentiality; and

10.3.4 no delay or reduction in quality shall occur due to the lack of technical or Client knowledge held by the substitute.

11. Intellectual Property

11.1 All intellectual Property Rights and other rights shall belong to the Client and the Supplier shall assist the Client in acquiring any Intellectual Property Rights that shall arise as a result of the Services.

12. Confidentiality

12.1 Except as permitted by law, the parties shall not disclose any Confidential Information relating to the other party without the other party’s prior written consent.

12.2 Either party shall immediately notify the other party if it becomes aware of the possession, use or knowledge of any of the Confidential Information by any unauthorised person, whether during or after the term of the Agreement and shall provide such assistance as is reasonable to deal with such an event.

13. Variations

13.1 No variation to this Agreement shall be valid unless it is in writing and signed by the authorised representatives of both parties.

14. Waiver

14.1 No waiver by either party of any provision of this Agreement shall be binding unless it is expressly confirmed in writing.

15. Severability

15.1 If any provision of this Agreement is held to be invalid or unenforceable, this will not affect the validity or enforceability of the remaining provisions of this Agreement.

16. Notices

16.1 Any notice required by this Agreement to be given by either party shall be in writing and shall be served by sending the same by registered post or recorded delivery to the last known address of the other party and any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting of any such notice.

17. Rights of Third Parties

17.1 A person who is not a party to this Agreement has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

18. Entire Agreement

18.1 This Agreement shall constitute the entire agreement and understanding between the parties in relation to the Services . the Supplier acknowledges that in entering into this Agreement it has not relied on any representation, warranty or undertaking given by or on behalf of The Client, provided that nothing in this clause shall exclude or limit liability for fraudulent misrepresentation.

19. Force Majeure

19.1 Neither party will be liable for any breach of this Agreement by reason of delay or failure to perform any obligation caused by any event of force majeure including Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, terrorism, insurrection, civil disturbance or requisition, strikes, lockouts or other industrial action or trade union dispute, power failure or breakdown in Machinery or any other event outside the reasonable control of the party affected.

20. Applicable Law

20.1 This Agreement shall be governed by, and construed in accordance with, English law. The parties submit to the exclusive jurisdiction of the courts of England and Wales.