These Terms and Conditions for the Supply of Temporary Workers apply between Saint Pauls Healthcare Limited and any Client (as defined below). These terms are effective from 20th August 2022 and supersede all previous terms and conditions. All Temporary Workers (as defined below) are introduced and/or supplied by Saint Paul Healthcare Limited to the Client upon these terms.

AGREED TERMS

1. DEFINATION AND INTERPRETATION
1.1 The following definitions and rules of interpretation apply in this agreement.

AGENCY WORKERS REGULATIONS: means the Agency Workers Regulations 2010.

ASSIGNMENT: means assignment services to be performed by the Agency Worker for the Client for a period of time during which the Agency Worker is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Client.

AWR CLAIM: means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Client and/or Saint Pauls Healthcare for any breach of the Agency Workers Regulations.

CALENDAR WEEK: means any period of seven days starting with the same day as the first day of the First Assignment.

CHARGES: means the hourly charges of Saint Pauls Healthcare calculated in accordance with clause 6.1 and as may be varied from time to time in accordance with these Terms
CONDUCT REGULATIONS: means the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
CONFIDENTIAL INFORMATION: means any and all confidential commercial, financial, marketing, technical or other information or data of whatever nature relating to the Client or Employment Business or their business or affairs (including but not limited to these Terms, data, records, reports, agreements, software, programs, specifications, know-how, trade secrets and other information concerning the Assignment) in any form or medium whether disclosed or granted access to whether in writing, orally or by any other means, provided to the Agency Worker or any third party in relation to the Assignment by the Client or Saint Pauls Healthcare or by a third party on behalf of the Client whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information.

CONTROL: means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and Controls and Controlled shall be construed accordingly.
DATA PROTECTION LAWS: means the Data Protection Act 1998, any applicable statutory or regulatory provisions and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data.
ST.PAULS HEALTHCARE: Saint Pauls Healthcare Limited Registered in England company number :14551550. Whose registered office is at 11 Trevose road Truro,Cornwall.
 
ENGAGEMENT: the employment of a Temporary Worker or engagement directly or indirectly through any employment business other than through St,Pauls Healthcare (whether for a definite or indefinite period) as a direct result of any Introduction or Assignment to the Client and the terms Engaged or Engagement shall be construed accordingly.
CLIENT: means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the agency worker is introduced.
INTRODUCTION: the provision to the Client of information by St.Pauls Healthcare which identifies the Temporary Worker and Introduction and Introduced shall be construed accordingly.
QUALIFYING PERIOD: means 12 continuous Calendar Weeks during the whole or part of which the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Client to work temporarily for and under the supervision and direction of the relevant Client in the same role, and as further defined in Schedule 1 to these Terms.

RELEVANT PERIOD: : within the later of 14 weeks of the start of the first Assignment or 8 weeks of the end of an Assignment, as defined in regulation 10(5) and (6) of the Conduct Regulations 2003.

RELEVANT TERMS AND CONDITIONS: the relevant terms and conditions for any particular Qualifying Temporary Worker as defined in regulation 6 of the AWR 2010.
TEMPORARY WORK AGENCY: means as defined in Schedule 1 to these Terms.

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 eighteen.

WORKING TIME REGULATIONS: means the Working Time Regulations 1998.

THE CONTRACT: These Terms constitute the contract between St.Pauls Healthcare and the Client for the supply of temporary worker.

ST.PAULS HEALTHCARE OBLIGATION: 1 These terms set out the agreement between St.Pauls Healthcare and the Client for the supply of Temporary Workers by St.Pauls Healthcare to the Client. For the purposes of the Conduct Regulations 2003, St.Pauls healthcare acts as an employment business in relation to the Introduction and supply of Temporary Workers pursuant to this agreement.
2.2 Upon request by the Client, St.Pauls healthcare agrees to search, in the Territory and within such timeframe as the Client may specify, for Workers for the Client as Temporary Workers.
2.3 St.Pauls healthcare shall Screen Workers before Introducing them to the Client and shall Introduce to the Client only Workers who meet the minimum criteria for the position stipulated by the Client in accordance with Clause 3. St.Pauls healthcare shall Introduce only Workers who have the right to work in the Territory and, in particular, St.Pauls healthcare shall comply with the Immigration Asylum and Nationality Act 2006, the Immigration Act 2016 and other relevant UK legislation or equivalent legislation in the relevant jurisdiction as well as any regulations or relevant codes of practice regarding the reporting of labour movements, concealed employment and the employment of foreign workers.
2.4 Where a Worker is required by law or any professional body to have any qualifications, authorisations or certification to work on the Assignment or the Assignment involves working with any Vulnerable Persons, St.Pauls healthcare shall take reasonably practicable steps to obtain, and offer to provide copies of, any relevant qualifications or authorisations or certification and two references. St.Pauls healthcare shall also take all reasonably practicable steps to confirm that the Worker is suitable for the Assignment. If St.Pauls healthcare is unable to fully comply with these requirements, it shall inform the Client of the steps it has taken to obtain the necessary information.
2.5 Prior to the commencement of the Assignment, St.Pauls healthcare shall send the Client written confirmation of:
(a) the identity of the Temporary Worker;
(b) the Temporary Worker’s experience, training, qualifications and authorisations necessary for the Assignment, and
(c) the Temporary Worker’s willingness to carry out the Assignment.
2.6 St. Pauls healthcare shall be responsible for any deduction and payment of all tax, National Insurance contributions and other levies in respect of persons employed by St. Pauls healthcare or Temporary Workers.
2.7 St. Pauls healthcare shall, where relevant, inform the Client whether it holds a Valid Opt-Out for each Temporary Worker whom it Introduces to the Client.
2.8 Any changes agreed to the services, remuneration or any other aspect of this agreement shall be of no effect unless confirmed in writing

CLIENT OBLIGATION: When making a request for the provision of a Temporary Worker to perform certain services (Assignment), the Client will give St.Pauls Healthcare details of:
(a) the date on which the Client requires the Temporary Worker to commence work and the duration, or likely duration, of the work;
(b) the position which the Client seeks to fill, including the type of work the Temporary Worker in that position would be required to do, the location at which, and the hours during which, the Temporary Worker would be required to work, and any risk to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
(c) the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law, or by any professional body, for the Temporary Worker to possess in order to work in the position;
(d) any expenses payable by or to the Worker; and
(e) any information reasonably required by St.Pauls Healthcare in order for St.Pauls Healthcare to fulfil its obligations under the AWR 2010.
3.1 The Client shall not alter the location/venue at which the Temporary Worker provides services under an Assignment without the prior written consent of St.Pauls Healthcare.

TIMESHEET: At the end of each week of an Assignment (or at the end of the Assignment where it is for a period of 1 week or less) the Client shall sign St.Pauls Healthcare timesheet verifying the number of hours worked by the Agency Worker during that week. Failure to sign the timesheet does not absolve the Client of its obligation to pay the Charges in respect of the hours worked.

CHARGES : The Client agrees to pay the Charges as notified to and agreed with the Client. The Charges are calculated according to the number of hours worked by the Agency Worker.
(a)Hourly Rate
(b)Any other amount Agency worker is entitled to under Agency Worker Regulations
(c) Any other Fees Agreed with Client ( Travel,Hotel,Expenses)
(d)St.Pauls Healthcare Commission, which is percentage on the Hourly Rate.
(e) For miss Payment St. Pauls Healthcare reserved the right to vary charges. And shall give written notice to Client.

VAT: Value Added Tax Chargeable in UK.

PAYMENT OF AGENCY WORKER: St. Pauls Healthcare assumes responsibility for paying the Agency Worker and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to the Agency Worker pursuant to sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003.

AGENCY TO PAMERNENT: If, following the supply of a Temporary Worker by St. Pauls Healthcare to the Client within the Relevant Period, the Client Engages the Temporary Worker, the Client will pay St.Pauls the Introduction Fee at the rate of 15% of the Temporary Worker’s new proposed annual salary.
4.2 The Introduction Fee will not be payable if the Client gives written notice to St.Pauls Healthcare at least 4 weeks before the end of the Relevant Period that it intends to continue the hire of the Temporary Worker for a further period of 6 weeks (Extended Assignment)before it Engages the Temporary Worker other than through St.pauls healthcare.
4.3 If after 14 weeks the Client wishes to Engage the Temporary Worker other than via the St.pauls Healthcare, without liability to pay a Transfer Fee the Client may, on giving one week’s or such notice as agreed between the parties written notice to St.Pauls Healthcare, engage the Temporary Worker for the Extended Hire Period.
4.4 Where the Client decides (in accordance with Clause 4.2) to have the Temporary Worker supplied by St.Pauls Healthcare for the Extended Assignment:
(a) the Temporary Worker Fees payable by the Client during the Extended Assignment shall be those applicable immediately before St.Pauls Healthcare received the Client’s notice of election;
(b) at the end of the Extended Assignment, the Client may Engage the Temporary Worker without paying the Introduction Fee; and
(c) if the Client chooses an Extended Assignment but engages the Temporary Worker before the end of the Extended Assignment, the Introduction Fee may be charged by St.Pauls Healthcare.

SUITABILITY CHECKS AND INFORMATION: St.Pauls Healthcare will be responsible to carry out all the Training and Checks in accordance the the Law and Regulations .By Professional body or authorization . in addition, where the Assignment involves working with, caring for or attending one or more Vulnerable Persons, St.Pauls Healthcare will take all reasonably practicable to provide Client necessary Refrencess and copies of all documentations. the Agency Worker 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 2006 or the Protecting Vulnerable Groups (Scotland) Act 2007 as applicable.

TERMINATION OF CONTRACT: Any of the Client, St.Pauls Healthcare or the Agency Worker may terminate an Assignment at any time without prior notice and without liability (except in the case of termination by the Client, who shall be liable for any Charges due under clause 6 above).

CONFIDENTIALITY AND DATA PROTECTION: All information relating to an Agency Worker is confidential and subject to the Data Protection Laws and is provided solely for the purpose of providing work-finding services to 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 data at all times

(a) St. Pauls Healthcare undertakes to keep confidential all Relevant Terms and Conditions that the Client discloses to St. Pauls Healthcare and not to use such information except for the purposes of compliance with the Agency Workers Regulations (including, for the avoidance of doubt and without limitation, when dealing with any request for information or complaint made by any Agency Worker or any AWR Claim).

(b) 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.

INTERLLECTUAL PROPERTY: All copyright, trademarks, patents and other intellectual property rights deriving from the Assignment shall belong to the Client. Accordingly, St.Pauls Healthcare shall use its reasonable endeavors to ensure that the Agency Worker shall execute all such documents and do all such acts in order to give effect to the Client’s rights pursuant to this clause.

LIABILITY: St.Pauls Healthcare Liability in this contract is as follows

(a) Whilst reasonable efforts are made by St.Pauls Healthcare to give satisfaction to the Client by ensuring reasonable standards of skill, integrity and reliability from the Agency Worker and to provide the same in accordance with the Assignment details as provided by the Client no liability is accepted by St.Pauls Healthcare for any loss, expense, damage or delay arising from any failure to provide any Agency Worker for all or part of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Agency Worker or if the Agency Worker terminates the Assignment for any reason. For the avoidance of doubt, St.Pauls Healthcare 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

(b) Agency Workers supplied by St. Pauls Healthcare pursuant to these Terms are engaged under contracts for services. They are not the employees of St. Pauls Healthcare but are deemed to be under the supervision and direction of the Client from the time they report to take up duties and for the duration of the Assignment. The Client agrees to be responsible for all acts, errors or omissions of the Agency Worker, whether wilful, negligent or otherwise as though the Agency Worker was on the payroll of the Client.
(c) The Client shall advise St.Pauls Healthcare of any special health and safety matters about which St.Pauls Healthcare is required to inform the Agency Worker and about any requirements imposed by law or by any professional body, which must be satisfied if the Agency Worker is to fill the Assignment.

(d) The Client will also comply in all respects with all statutory provisions as are in force from time to time including, for the avoidance of doubt, but not limited to the Working Time Regulations, Health and Safety At Work etc. Act 1974, the Management of Health and Safety at Work Regulations 1999, by-laws, codes of practice and legal, requirements to which the Client is ordinarily subject in respect of the Client’s own staff (excluding the matters specifically mentioned in clause 7 above), including in particular the provision of adequate Employer’s and Public Liability Insurance cover for the Agency Worker during all Assignments.

(e) The Client undertakes not to request the supply of an Agency Worker 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.

(f) The Client shall indemnify and keep indemnified St. Pauls Healthcare against any Losses incurred by the St.Pauls Healthcare arising out of any Assignment or arising out of any non-compliance with, and/or as a result of any breach of, these Terms by the Client.

(g) The Client shall inform St. Pauls Healthcare in writing of any AWR Claim which comes to the notice of the Client as soon possible but no later than 7 calendar days from the day on which any such AWR Claim comes to the notice of the Client.

(h) If the Agency Worker brings, or threatens to bring, any AWR Claim, the Client undertakes to take such action and give such information and assistance as St. Pauls Healthcare may request, and within any timeframe requested by St. Pauls Healthcare and at the Client’s own cost, to avoid, dispute, resist, mitigate, compromise or defend any such AWR Claim and to appeal against any judgment given in respect thereof.

NOTICE: All notices which are required to be given in accordance with these Terms 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.

SEVERABILITY: If any of the provisions of these Terms 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.
GOVERNING LAW AND JURISDICTION: These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.

COMPARABLE EMPLOYEE: means as defined in Regulation 4 of the Agency Workers Regulations being a person engaged in the economic activity, public or private, whether or not operating for profit, and whether or not carrying on such activity in conjunction with others, of

(a) supplying individuals to work temporarily for and under the supervision and direction of Client ; or

(b) paying for, or receiving or forwarding payment for, the services of individuals who are supplied to work temporarily for and under the supervision and direction of Clients.
Notwithstanding paragraph (b) of this definition a person is not a Temporary Work Agency if the person is engaged in the economic activity of paying for, or receiving or forwarding payments for, the services of individuals regardless of whether the individuals are supplied to work for Clients. For the purpose of this definition, a Client means a person engaged in economic activity, public or private, whether or not operating for profit, to whom individuals are supplied, to work temporarily for and under the supervision and direction of that person.

THIRD PARTY RIGHT : Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

FORCE MAJEURE : St.Pauls Healthcare shall not be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control .