1 DEFINITIONS
1.1 In these Terms of Business the following definitions apply:
"Assignment"
means the period during which the Temporary Worker is supplied to
render services to the Client;
"Client"
means the person, firm or corporate body together with any
subsidiary or associated company as defined by the Companies Act 1985 to whom
the Temporary Worker is supplied;
"The
Business" means The Business and/or any subsidiary or associated company (as
defined by the Companies Act 1985) of The Business;
"Temporary
Worker" means the person (including where appropriate, a body corporate)
whose services are supplied by Top-Up Solutions to the Client;
1.1 Unless the context otherwise requires, references to the singular
include the plural and references to the masculine include the feminine and
vice versa.
1.2 The headings contained in these Terms are for convenience only
and do not affect their interpretation.
2. THE CONTRACT
2.1 These
Terms govern the supply of the Temporary Worker's services by The Business to
the Client and are deemed to be accepted by the Client by virtue of an
Introduction to or the Engagement of the Temporary Worker.
2.2 No
variation or alteration to these Terms shall be valid unless approved by a
Director of The Business in writing. Any such variation or alteration shall
refer specifically to this clause.
2.3 Unless
otherwise agreed in writing by a Director of The Business, these Terms
prevail over any terms of business or purchase conditions put forward by the
Client, even if such terms are put forward by the Client subsequent to these
Terms being brought to the Client's attention.
2.4 The
Business will decline to accept any instructions to source Temporary Workers
where it believes that instruction to amount to unlawful discrimination.
3 CHARGES
3.1 The
Client agrees to pay the hourly charges of The Business as notified at the
commencement of the Assignment and as may be varied from time to time during
the Assignment. The charges are calculated according to the number of hours
worked by the Temporary Worker (rounded up to the nearest quarter hour). The
charges are comprised mainly of the Temporary Worker's remuneration (including
Holiday Pay under the Working Time Regulations 1998) but also include The
Business' fees, Employer's National Insurance Contributions and any travel,
hotel or other expenses as may have been agreed with the Client or, if there is
no such agreement, such expenses as are reasonable. VAT is payable on the
entirety of these charges.
3.2 The
charges are invoiced to the Client on a weekly basis and are payable in full by
the Client within 14 days of the date of invoice without abatement, set-off or
deduction. The parties further agree that these Terms govern a contract to
which the Late Payment of Commercial Debts (Interest) Act 1998 applies and that
The Business is entitled to interest there under on all sums due from the
Client. In the event that the Client fails to make payment in full in
accordance these Terms, the Client acknowledges that The Business will be
entitled to treat the failure to make payment as evidence of the Client’s insolvency
for the purpose of s123 of the Insolvency Act 1986, and/or to withdraw
forthwith and without liability the services of any Temporary Workers then
being supplied to the Client.
3.3 The
Client acknowledges the importance to The Business of cash flow considerations
and that to ensure its continued operation The Business remunerates its
Temporary Workers (including the Temporary Worker engaged by the Client under
these Terms) by reference to the time sheets completed by the Temporary Worker.
Accordingly, and subject to clause 3.4 below, the following provisions shall
apply;
3.3.1 Each and every time sheet signed by an employee, officer or representative
of the Client shall be conclusive evidence of the number of hours worked by the
Temporary Worker and shall be conclusive evidence of the Client’s satisfaction
with the tasks for which he was engaged during the said number of hours, the
standard of his workmanship and his competence.
3.3.2 A certificate, signed by a director or company secretary of
The Business shall be conclusive evidence of the total sum due from the Client
to The Business in respect of the Temporary Worker in relation the Engagement
as at the date of the said certificate.
3.4 Clause 3.3.1 shall be of no effect if and only if within 6 days
of an invoice being rendered by The Business to the Client, the Client makes
specific complaint in writing, to The Business’ registered office. The said complaint
shall be effective only if it;
3.4.1 refers to the Client’s rights under this clause;
3.4.2 cites the name of the Temporary Worker, if possible.
3.4.3 Sets out with reasonable and sufficient particularity the nature
of the matters complained of, the date and time on which they occurred, and the
names of any witnesses or other parties thereto.
3.4.4 sets out the amount which is in dispute and which the Client
intends to withhold or set off as a result of the complaint particularised in compliance
with clause 3.4.3 above, and indicates how that amount is made up.
3.4.5 Indicates any further steps which it reasonably requires The
Business to take in order to obviate the matters complained of.
3.5 Clause
3.3.2 shall be without prejudice to either parties’ right to subsequently open
up, review, revise or seek redetermination of the sum in fact due from the
Client to The Business in respect of the Engagement or Assignment (as the case
may be) of the Temporary Worker by way of adjudication, arbitration, litigation
or otherwise, save that it shall be a condition precedent to any such a
reference or claim as initiated by the Client that it shall pay over in cleared
funds the sum stated on the face of any certificate rendered by The Business
under clause 3.3.2 prior to such reference or claim.
3.6 Time
sheets under clause 3.3.1 and certificates under clause 3.3.2 shall be binding
(in accordance with these Terms) as to all matters of fact, save insofar as
they contain fraud or manifest error.