Terms of Business with the Client for the supply of a self-employed contractor who has opted out of the Conduct Regulations (not under SDC)
THE PARTIES
(1) Time Recruitment Solutions Limited (registered company no.04472411) of Cobden House, 12-16 Moseley Street, Manchester, Lancashire, M2 3AQ (“the Employment Business”).
(2) The person, firm or corporate body (“the Client”) to whom the Contractor is Introduced. For the avoidance of doubt the Client shall also include any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Contractor is introduced.
RECITALS
a. The Employment Business carries on the business of sourcing and supplying independent contractors to provide services to clients of the Employment Business. The Client has instructed the Employment Business to supply a Contractor to provide certain construction services, as agreed (“the Contractor Services”).
b. The Employment Business will Introduce a Contractor to the Client to provide the Contractor Services to the Client subject to the terms of this Agreement.
IT IS AGREED as follows:
1. THE DEFINITIONS AND INTERPRETATION
1.1. In this Agreement the following definitions apply:
“Assignment” means the Contractor Services to be performed by the Contractor Staff for the Client for a period of time during which the Contractor is supplied by the Employment Business to provide the Contractor Services to the Client;
“AWR” means the Agency Workers Regulations 2010
“Charges” means the charges as notified to the Client at the commencement of the Assignment and which may be varied by the Employment Business from time to time during the Assignment. The charges are comprised of the Contractor Fees, the Employment Business’s commission, and any travel, hotel or other disbursements as may have been agreed with the Client or, if there is no such agreement, such expenses as are reasonable;
“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003
“Contractor” means the person, firm or corporate body Introduced to the Client by the Employment Business to carry out an Assignment (and save where otherwise indicated, includes Contractor Staff and any third party to whom the provision of the Contractor Services is assigned or sub-contracted in accordance with clause 2.6);
“Contractor Fees” means the fees payable to the Contractor for the provision of the Contractor Services;
“Contractor Staff” means any officer, employee, worker or representative of the Contractor supplied to provide the Contractor Services (and, save where otherwise indicated, includes any officer, employee, worker or representative of any third party to whom the provision of the Contractor Services is assigned or sub-contracted with the prior agreement of the Client);
“Data Protection Laws” means the Data Protection Act 1998, the General Data Protection regulation (EU 2016/679) and any applicable statutory or regulatory provisions in force from time to time relating to the protection and transfer of personal data;
“Engagement” means the engagement (including the Contractor’s and/or the Contractor Staff’s acceptance of the Client’s offer), employment or use of the Contractor’s Services or the services of any Contractor Staff, by the Client or by any third party to whom the Contractor and/or any Contractor Staff have been introduced by the Client, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, an agency, licence, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;
“Introduction” means (i) the passing to the Client of a curriculum vitæ or information which identifies the Contractor or Contractor Staff or (ii) the Client’s interview of a Contractor or Contractor Staff (in person, by telephone or by any other means), following the Client’s instruction to the Employment Business to supply a Contractor; or (iii) the supply of a Contractor; and, in any case, which leads to an Engagement of that Contractor or Contractor Staff; and “Introduces” and “Introduced” shall be construed accordingly;
“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003;
“Losses” means all 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, including such items arising out of or resulting from actions, proceedings, claims and demands;
“NICs Legislation” means the Social Security (Categorisation of Earners) Regulations 1978
“Period of Extended Hire” means any additional period that the Client wishes the Contractor to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;
“Public Authority” means a public authority (a) as defined in the Freedom of Information Act 2000 and (b) as further defined in Section 61L(1)(c) to (f) ITEPA;
“Relevant Period” means whichever ends the later of (a) the period of 8 weeks commencing on the day after the last day on which the Contractor worked for the Client having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the first day on which the Contractor worked for the Client having been supplied by the Employment Business or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous Assignment;
“Remuneration” includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments taxable, (and, where applicable, non-taxable) payable to or receivable by the Contractor for services rendered to or on behalf of the Client. Where a company car is provided, a notional amount of £600 will be added to the sums paid to the Contractor in order to calculate the Transfer Fee;
“Transfer Fee” means the fee set out in Schedule 1 and payable in accordance with clause 8 below and Regulation 10 of the Conduct Regulations; and
“Vulnerable Person” means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of 18.
1.2. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.
1.3. The headings contained in this Agreement are for convenience only and do not affect their interpretation.
1.4. Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of this Agreement) and all subordinate legislation made (before or after this Agreement) under it from time to time.
2. THE AGREEMENT
2.1. This Agreement together with the attached Schedule and the relevant Assignment Details From constitutes the entire agreement between the Employment Business and the Client for the supply of the Contractor Services by the Employment Business to the Client (“the Agreement”). This Agreement is deemed to be accepted by the Client by virtue of its request for, interview with, or Engagement of a Contractor or the passing of any information about the Contractor to any third party following an Introduction.
For the avoidance of doubt, the Client Terms of Business, to include all terms and conditions contained within are deemed to be accepted by the Client, regardless of whether a signed copy of the contract has been returned by the Client to the Employment Business, in the event of the Client agreeing a placement of a Contractor by the Employment Business or at the point the Contractor undertakes the Contractor Services’.
2.2. Unless otherwise agreed in writing by a director of the Employment Business, this Agreement shall prevail over any terms of business or purchase conditions (or similar) put forward by the Client.
2.3. Subject to clause 6.2 no variation or alteration to this Agreement shall be valid unless the details of such variation are agreed between a director of the Employment Business and the Client and 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.
2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973 (as amended) when Introducing Contractors for Assignments with the Client.
2.5. The Client acknowledges that the Contractor and the Contractor Staff carrying out the Assignment have opted out of the Conduct Regulations and that any person to whom the performance of the Contractor Services may be assigned or sub-contracted has opted out of the Conduct Regulations and consequently that all of the Conduct Regulations do not apply to this Agreement.
2.6. The Client acknowledges that the Contractor may supply any of the Contractor Staff to perform the Contractor Services and where the Contractor is unable to provide any part of the Contractor Services for whatever reason the Contractor shall be entitled to send a substitute, assign or sub-contract the performance of the Contractor Services provided that the Employment Business and the Client are reasonably satisfied that the substitute, assignee or sub- contractor has the required skills, qualifications, resources and personnel to provide the Contractor Services to the required standard and that the terms of any such substitution, assignment or sub-contract contain the same acknowledgements under and obligations imposed by the agreement between the Contractor, including where appropriate, any third party which engages the Contractor, and the Employment Business. The Client shall not unreasonably withhold or delay any agreement sought for the acceptance of a substitute, assignment or sub-contracting of the Contractor Services.
2.7. The Client acknowledges that the Contractor shall be determine how it will provide the Contractor Services and will have the flexibility to determine the number of hours required and the times worked, to complete the Contractor Services, subject to the Contractor complying with any reasonable operational requirements of the Client. The Contractor will be at liberty to determine the location at which it will provide the Contractor Services, but where the Contractor Services are undertaken at the Client’s site, the Contractor will comply with any reasonable requirements relating to working hours, and any other operational requirements in relation to the Client’s site with regards to health and safety and security. Accordingly, the Client acknowledges that neither the Contractor nor the Contractor Staff work under (or subject to the right of) supervision, direction or control of the Client, or any persons, as to the manner in which they provide the Contractor Services.
2.8. The Client confirms that it is not a Public Authority. If the Client is a Public Authority the Employment Business may terminate this Agreement and any Assignments issued under it in accordance with clause 11.3.
3. THE CLIENT’S OBLIGATIONS
3.1. To enable the Employment Business to comply with its obligations under the Conduct Regulations the Client undertakes to provide to the Employment Business details of the position which the Client seeks to fill, including the following:
3.1.1. the type of work that the Contractor would be required to do;
3.1.2. the location and hours of work;
3.1.3. the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Contractor Staff to possess in order to work in the position;
3.1.4. any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
3.1.5. the date the Client requires the Contractor to commence the Assignment; and
3.1.6. the duration or likely duration of the Assignment.
4. INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE CLIENT
4.1. When making an Introduction of a Contractor to the Client the Employment Business shall inform the Client:
4.1.1. of the identity of the Contractor and that of the Contractor Staff supplied by the Contractor to carry out the Assignment;
4.1.2. that the Contractor Staff has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment;
4.1.3. that the Contractor is Engaged by the Employment Business under a contract for services;
4.1.4. that the Contractor Staff are willing to work in the Assignment; and
4.1.5. the Charges.
4.2. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any Public or Bank Holiday) following, save where the Contractor is Introduced for an Assignment in the same position as one in which the Contractor had previously been supplied within the previous 5 business days and such information has already been given to the Client and remains unchanged, unless the Client requests that the information be resubmitted.
5. VERIFICATION OF EXECUTION OF THE CONTRACTOR SERVICES
5.1. At the end of each week of the Assignment (or at the end of the Assignment where the Assignment is for a period of less than 1 week or is completed or finished before the end of a week) the Client shall verify the execution of the Contractor Services by signature of a form provided to the Client for this purpose.
5.2. The Client agrees that by verifying the execution of the Contractor Services it also agrees that the Contractor Services have been provided satisfactorily and in accordance with this Agreement. Even if the Client does not verify execution in writing, it will still be obliged to pay the Charges in respect of the work done. In the event that the Client is dissatisfied with the work performed by the Contractor the provisions of clause 10.1 and 11 below shall apply.
6.1. The Client agrees to pay the Charges, and where applicable in accordance with CIS. VAT is payable at the applicable rate on the entirety of the Charges.
6.2. The Employment Business reserves the right to vary the Charges agreed with the Client, by giving written notice to the Client, in order to comply with any additional liability imposed by statute or other legal requirement or entitlement.
6.3. The Employment Business will invoice the Client on a weekly basis. The Client will pay the Charges within 14 days of the date of the invoice. Unless extended payment terms have been agreed in writing.
6.4. If for any reason an invoice is unpaid at the expiry of the credit period whether 14, 30, 60 days or any other period, the Employment Business reserves the right to (a) despatch immediately invoices for services provided but not yet invoiced, and (b) to claim immediate payment of all invoices despatched including those within the credit period even if the due date for payment has not arisen.
6.5. The Employment Business reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.
6.6. If for any reason any payment is not made when due the Employment Business reserves the right to be paid on an indemnity basis any costs the Employment Business incurs in recovering any money due under this contract (and the costs of recovering such costs) including the Employment Business’s administrative costs and any costs incurred with lawyers or debt collection agencies. The Employment Business’s administrative costs may include the cost of employing the staff concerned and the overheads attributable to them for the time spent. In calculating the Employment Business’s administrative costs credit will be given for any compensation due under the Late Payment of Commercial Debts (Interest) Act 1998. If proceedings are issued a minimum contribution of £250 (in addition to the fixed costs of issue) will be claimed towards any costs incurred with lawyers.
6.7. The Employment Business will not refund any of the Charges.
6.8. The Client’s obligations under this clause 6 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.
8. TRANSFER FEES
8.1. The Client shall be liable to pay a Transfer Fee if it Engages the Contractor or any Contractor Staff Introduced by the Employment Business other than via the Employment Business, or Introduces the Contractor or any Contractor Staff to a third party and such Introduction results in an Engagement of the Contractor or any Contractor Staff by the third party other than via the Employment Business and:
8.1.1. where the Contractor has been supplied by the Employment Business, such Engagement takes place during the Assignment or within the Relevant Period; or
8.1.2. where the Contractor has not been supplied, such Engagement takes place within 12 months from the date of the Introduction to the Client.
The Transfer Fee will be calculated in accordance with Schedule 1.
8.2. If the Client wishes to Engage the Contractor other than via the Employment Business, without liability to pay a Transfer Fee the Client may, on giving 12 week’s written notice to the Employment Business, engage the Contractor for the Period of Extended Hire specified in Schedule 1.
8.3. During such Period of Extended Hire the Employment Business shall supply the Contractor on the same terms on which it has or would have been supplied during the Assignment and in any case on terms no less favourable than those terms which applied immediately before the Employment Business received the notice in clause 8.2 and the Client shall continue to pay the Charges. If the Employment Business is unable to supply the Contractor 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 Contractor on the same terms as the Assignment, but the Contractor is Engaged by the Client, the Client shall pay the Transfer Fee, reduced pro-rata to reflect any Charges paid by the Client during any part of the Period of Extended Hire worked by the Contractor before being Engaged by the Client. If the Client fails to give notice of its intention to Engage the Contractor other than via the Employment Business before the Engagement takes place, the parties agree that the Transfer Fee shall be due in full.
8.4. Where prior to the commencement of the Client’s Engagement other than via the Employment Business, the Employment Business and the Client agree that such Engagement will be on the basis of a fixed term of less than 12 months, the Employment Business may, in its absolute discretion, reduce the Transfer Fee as calculated in accordance with Schedule 1 pro-rata. Such reduction is subject to the Client Engaging the Contractor for the agreed fixed term. Should the Client extend the Contractor’s Engagement or re-Engage the Contractor within 12 months from the commencement of the initial Engagement the Employment Business reserves the right to recover the balance of the Transfer Fee.
8.5. The Employment Business will not refund the Transfer Fee if the Engagement of the Contractor other than via the Employment Business by the Client or a third party to which the Client introduces the Contractor or any Contractor Staff, subsequently terminates or terminates before the end of the fixed term referred to in clause 8.4.
8.6. VAT is payable at the applicable rate in addition to any Transfer Fee due.
9. SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS
9.1. Where:
9.1.1. The Contractor or the Contractor staff are required by law, or any professional body to have any qualifications or authorisations to work on the Assignment the Employment Business will take all reasonably practicable steps to obtain and offer to provide to the Client copies of any relevant qualifications or authorisations of the Contractor Staff; and
9.1.2. in addition, where the Assignment involves working with, caring for or attending one or more Vulnerable Persons, the Employment Business will take all reasonably practicable steps to obtain and offer to provide copies to the Client of two references from persons who are not relatives of the Contractor Staff and who have agreed that the references they provide may be disclosed to the Client;
and such other reasonably practicable steps as are required to confirm that the Contractor or the Contractor staff supplied to do the work are suitable for the Assignment. If the Employment Business has taken all reasonably practicable steps to obtain the information above and has been unable to do so fully it shall inform the Client of the steps it has taken to obtain this information in any event.
9.2. The Client shall advise the Employment Business at the time of instructing the Employment Business to supply a Contractor, whether during the course of the Assignment, the Contractor or the Contractor Staff will be required to work with, care for or attend one or more Vulnerable Persons or engage in activity or otherwise be working in a position covered by the Safeguarding Vulnerable Groups Act.
9.3. The Client shall assist the Employment Business by providing any information required to allow the Employment Business to comply with its statutory obligations under the Safeguarding Vulnerable Groups Act and to allow the Employment Business to select a suitable Contractor for the Assignment.
9.4. In particular, in the event that the Client removes a Contractor from an Assignment in circumstances, which would require the Employment Business to provide information to the Independent Safeguarding Authority (or equivalent authority) under the Safeguarding Vulnerable Groups Act 2006, the Client will provide sufficient information to the Employment Business to allow it to discharge its statutory obligations.
10. UNSUITABILITY OF THE CONTRACTOR
10.1. The Client undertakes to satisfy itself with the Contractor’s suitability in carrying out the Contractor Services. If the Client reasonably considers that the services of the Contractor are unsatisfactory, the Client must notify the Employment Business in writing immediately and may terminate the Assignment in accordance with clause 11.2.
10.2. The Employment Business shall notify the Client immediately if it receives or otherwise obtains information which gives the Employment Business reasonable grounds to believe that a Contractor supplied to the Client is unsuitable for the Assignment and shall be entitled to terminate the Assignment forthwith without prior notice and without liability. Notwithstanding, the Client shall remain liable for all such Charges incurred prior to the termination of the Assignment.
10.3. The Client shall notify the Employment Business immediately and without delay and in any event within 24 hours if the Contractor or the Contractor Staff fails to provide the Contractor Services or has notified the Client that they are unable to provide the Contractor Services for any reason.
11. TERMINATION OF THE ASSIGNMENT
11.1. The Assignment will terminate when the Contractor Services have been completed.
11.2. Notwithstanding the provisions of clause 11. the Client may terminate the Assignment with immediate effect by notice in writing to the Employment Business where:
11.2.1. the Contractor has acted in breach of any statutory or other reasonable rules and regulations applicable to independent contractors while providing the Contractor Services;
11.2.2. the Client reasonably believes that the Contractor has not observed any condition of confidentiality applicable to the Contractor from time to time; or
11.2.3. the Client reasonably considers that the Contractor’s provision of the Contractor Services is unsatisfactory.
11.3. The Employment Business may terminate an Assignment with immediate effect by notice in writing if:
11.3.1. the Client is in wilful or persistent breach of its obligations under these Terms and where the breach is capable of being remedied, fails to remedy the breach within 7 days of receiving written notice from the Employment Business to do so; or
11.3.2. the Client fails to pay any amount which is due to the Employment Business in full and on the date that the payment falls due; or
11.3.3. the Client is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or
11.3.4. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Client; or
11.3.5. an order is made for the winding up of the Client, or where the Client passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation or amalgamation where the resulting entity will assume all the obligations of the other party under this Agreement); or
11.3.6. (where the Client is an individual) the Client dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order; or
11.3.7. the Employment Business knows or suspects that the Contractor or the Contractor Staff work under (or subject to the right of) supervision, direction or control of any person as to the manner in which they provide the Contractor Services, in breach of this Agreement; or
11.3.8. the Client fails to provide accurate and sufficient evidence that neither the Contractor nor the Contractor Staff work under (or subject to the right of) supervision, direction or control of any person as to the manner in which they provide the Contractor Services; or
11.3.9. the Client provides to the Employment Business, the Contractor or the Contractor Staff, a document which fraudulently states that the Contractor Staff do not work under (or are not subject to) supervision, direction or control of any person as to the manner in which they provide the Contractor Services or
11.3.10. the Employment Business knows or suspects that the Client is a Public Authority; or
11.3.11. the Employment Business knows or suspects that the Client has breached the Data Protection Laws.
12. CONFIDENTIALITY AND DATA PROTECTION
12.1. All information relating to a Contractor is confidential and where that information relates to an individual is also subject to the Data Protection Laws and is provided solely for the purpose of providing Contractor Services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the Data Protection Laws in receiving and processing the information at all times.
12.2. Information relating to the Employment Business’ business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.
13. INTELLECTUAL PROPERTY RIGHTS
All copyright, trademarks, patents and other intellectual property rights deriving from the provision of the Contractor Services by the Contractor or any third party to whom the Contractor Services are assigned or sub-contracted for the Client during the Assignment shall belong to the Client, save such rights as may be expressly owned or retained by the Contractor and set out in the Assignment Details Form. Accordingly the Employment Business shall use its reasonable endeavours to ensure that the Contractor shall (and any relevant member of the Contractor Staff shall) execute all such documents and do all such acts in order to give effect to the Client’s rights pursuant to this clause.
14. LIABILITY
14.1. Whilst reasonable efforts are made by the Employment Business to give satisfaction to the Client by ensuring reasonable standards of skills, integrity and reliability from the Contractor and to provide the same in accordance with the Assignment details as provided by the Client, no liability is accepted by the Employment Business for any Losses arising from the failure to provide a Contractor for completion of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Contractor or if the Contractor terminates the Assignment for any reason. For the avoidance of doubt, the Employment Business does not exclude liability for death or personal injury arising from its own negligence or for any other loss, which it is not permitted to exclude under law.
14.2. The Client warrants that neither it nor the Employment Business do (or have the right to) supervise, direct or control the Contractor or the Contractor Staff as to the manner in which they provide the Contractor Services. The Client will notify the Employment Business in writing if it exercises supervision, direction or control, or seeks the right to supervise, direct or control the Contractor or the Contractor Staff in which case the Employment Business may terminate the Agreement and/or any Assignments under the Agreement in accordance with clause 11.3. Furthermore, no member of the Contractor Staff is an agency worker as defined under the AWR
14.3. The Client shall advise the Employment Business of any special health and safety matters about which the Employment Business is required to inform the Contractor and about any requirements imposed by law or by any professional body, which must be satisfied if the Contractor is to fill the Assignment. The Client will comply in all respects with all relevant statutes, by-laws, codes of practice and legal requirements including the provision of adequate public liability insurance in respect of the Contractor.
14.4. The Client undertakes not to request the supply of a Contractor 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.
14.5. The Client undertakes that it knows of no reason why it would be detrimental to the interests of the Contractor for the Contractor to fill the Assignment.
14.6. The Client shall indemnify and keep indemnified the Employment Business against any Losses incurred by the Employment Business by reason of any proceedings, claims or demands by any third party (including specifically, but without limitation, HMRC and any successor, equivalent or related body pursuant to any of the provisions of ITEPA or the NICs Legislation (and/or any supporting or consequential secondary legislation relating thereto)) arising out of any Assignment or arising out of any non-compliance with, and/or as a result of any breach of, this Agreement by the Client.
14.7. The Client shall indemnify and keep indemnified the Employment Business against any Losses incurred by the Employment Business by reason of any proceedings, claims or demands by the Contractor, the Contractor Staff or any third party arising out of any non-compliance with, and/or as a result of, any breach of the Data Protection Laws by the Client.
15. NOTICES
All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered; if by first class post 48 hours following posting; and if by email or facsimile transmission, when that email or facsimile is sent.
16. SEVERABILITY
If any of the provisions of this Agreement shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws.
17. RIGHTS OF THIRD PARTIES
None of the provisions of this Agreement is intended to be for the benefit of or enforceable by third parties and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.
18. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales
SCHEDULE 1: TRANSFER FEES
(a) The Transfer Fee referred to in clause 8 shall be agreed in writing between the Employment Business and the Client. In the event that the parties do not agree the amount of the Transfer Fee then the Employment Business shall be entitled to charge a fee calculated as follows: 15 % of the Remuneration payable to the Contractor during the first 12 months of the Engagement or that would be payable if the Engagement were to last 12 months, or if the actual amount of the Remuneration is not known, the hourly Charges multiplied by 312 or daily Charges multiplied by 39.
(b) The Period of Extended Hire, referred to in clause 8, before the Client Engages a Contractor shall be agreed in writing between the Employment Business and the Client. In the event that the parties do not agree the length of the Period of Extended Hire then the period shall be 20 weeks.