THE PARTIES

(1) Strategic People Ltd , Suite C1 Conway House, Ackhurst Business Park, Chorley, PR7 1NY, Registered Company 08277727, KVK-number 75915383 (“The Company”).

(2) Client Name (registered company no. ) of Address (“the Client”) to whom the Contractor is supplied or 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 supplied or introduced.

RECITALS

(A) The Company carries on the business of sourcing and supplying consultancies to provide services to Clients of The Company. The Client has instructed The Company to supply a Contractor to provide certain services, as specified in the attached schedules (“the Schedules”) (“the Contractor Services”).

(B) The Company will supply a Contractor to the Client to provide the Contractor Services to the Client on the terms and subject to the conditions of this agreement (“Agreement”).

IT IS AGREED as follows:

1. DEFINITIONS

1.1. In the Agreement the following definitions apply, unless the context otherwise requires:

• “Agreement” means the agreement between The Company and the Client, incorporating the terms and conditions contained herein, the schedules and the worksheets.
• “Agency Worker” means any officer, employee, worker, or representative of the Intermediary supplied to provide the Intermediary Services;
• “Assignment” means the period during which the Contractor is supplied by The Company to provide the Contractor Services to the Client; or means the Intermediary Services to be performed by the Agency Worker for the Client for a period of time during which the Intermediary is supplied by The Company to provide the Intermediary Services to the Client;
• “Assignment Schedule” means written confirmation of the Assignment details agreed with the Client prior to commencement of the Assignment. The Assignment Schedule is an Annex to the Recruitment Businesses standard terms and by agreeing and signing the Assignment Schedule the Client hereby agrees to the prevailing Recruitment Businesses terms as laid out below.
• “Client” means person, firm or corporate body to whom the Contractor is Introduced and supplied by The Company and (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Client, including (but not limited to) as a holding company and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Client, including (but not limited to) as an associated, subsidiary or holding company.
• “Contractor/Freelancer” means the person, firm or corporate body Introduced to the Client by The Company to carry out an Assignment (and save where otherwise indicated, includes Freelancer(s) and any third party to whom the provision of the Contractor Services is assigned or sub-contracted with the prior approval of the Client). May also be known as Intermediary which means the person, firm or corporate body Introduced to the Client by The Company to carry out an Assignment (and, save where otherwise indicated, includes the Agency Worker)
• “Engagement” means any engagement, employment, retention or use of the Contractor’s services or the services of any Freelancer(s) , directly by the Client or by any third party to whom they have been introduced by the Client 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 or through another The Company; and “Engage”, “Engages” and “Engaged” shall be construed accordingly.
• “Introduction” means the provision of any information to the Client by The Company (whether in writing or orally), which identifies the Contractor or Freelancer(s).
• “Introduction Fee” means an agreed fee payable by the Client to The Company equivalent to 12 weeks of the anticipated gross charge out rate for the Contractor and /or Freelancer(s) Schedule or €30,000 Euro whichever is the greater;
• “Transfer Fee” means agreed fee payable by the Client to The Company, calculated by multiplying 12 x the weekly Client rate specified in the Schedule or €30,000 Euro whichever is the greater;
• “Restriction Period” means the 12 months following either:
  • 1. the Introduction of the Contractor and/or its Freelancer(s) ; or
  • 2. the termination or expiration of the Agreement; whichever expires last.
• “Services” means all or any part of the work or services to be performed by the Contractor detailed herein and in the schedules.
• “Supply” means the supply of Services to the Client by the Contractor through The Company.
• “Charges” means the charges as notified to the Client at the commencement of the Assignment and which may be varied by The Company from time to time during the Assignment. The charges are comprised of the Contractor Fees, The Company’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;
• “Contractor Fees” means the fees payable to the Contractor for the provision of the Contractor Services;
• “Freelancer(s)” means any officer, employee or representative of the Contractor supplied to provide the Contractor Services;
• “Remuneration” includes gross 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 €7,000 Euro will be added to the sums paid to the Contractor in order to calculate The Company’s fee;

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.

2. THE CONTRACT

2.1. This Agreement together with the Schedules constitute the entire agreement between The Company and the Client for the supply of the Contractor Services to the Client, and for the avoidance of doubt, shall prevail over any terms of business or purchase conditions (or similar) put forward by the Client.

2.2. This Agreement is deemed to be accepted by the Client by virtue of its request for the Introduction of a Contractor, Engagement of a Contractor or the passing of any information about the Contractor to any third party following an Introduction.

2.3. No variation or alteration to this Agreement shall be valid unless the details of such variation are agreed between a Director of The Company 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. Contractor will comply with any reasonable requirements relating to working hours, and any other operational requirements in relation to the Client’s site.

3. INFORMATION TO BE PROVIDED

3.1. Prior to the commencement of the Assignment, or if this is not practical, upon commencement of the Assignment, The Company will send to the Client an Assignment Details Form setting out the following information:

• 3.1.1. the identity of the Contractor and the Freelancer(s) supplied by the Contractor to carry out the Assignment;
• 3.1.2. the hourly rate charged by The Company;
• 3.1.3. any agreed expenses; and
• 3.1.4. the length of notice that the Client would be entitled to give and receive to terminate the Assignment.

4. VERIFICATION OF EXECUTION OF THE CONTRACTOR SERVICES

4.1. At the end of each month of the Assignment (or at the end of the Assignment where the Assignment is for a period of less than 1 month or is completed or finished before the end of a month) the Client shall verify the execution of the Contractor Services by signature of a form provided to the Client for this purpose.

4.2. Verification by the Client of the execution of the Contractor Services constitutes acceptance by the Client that the Contractor Services have been provided satisfactorily and in accordance with this Agreement. Failure to verify execution in writing does not affect the Client’s obligation to pay the in respect of the work done.

5. CHARGES

5.1. The Client agrees to pay the Charges. Where applicable, VAT is payable at the applicable rate on the entirety of the Charges in accordance with the law of that country.

5.2. The Company 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.

5.3. The Charges are invoiced to the Client on a weekly basis and are payable within the terms outlined in schedule 1.

5.4. The Company reserves the right to charge interest on invoiced amounts unpaid by the due date at the rate of 4%per annum above the base rate from time to time of the European Central Bank from the due date until the date of payment.

5.5. The Client’s obligations under this clause 5 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.

5.6. The Client will be liable to pay all invoices relating to services provided by the Contractor. Should the Client fail to sign the relevant timesheet and proof of services has been provided by the contractor, the Client agrees to pay the relevant invoice within the agreed timeframe.

6. PAYING THE CONTRACTOR

The Company is responsible for paying the Contractor Fees.

7. RESTRICTIONS

7.1. In the event; Should the Client, within the Restriction Period, wish to Engage the services of the Contractor and/or the Freelancer(s) other than through The Company then it shall;

• 7.1.1. in the event of no Supply, pay the Introduction Fee; or
• 7.1.2. following termination or expiration of the Agreement, pay the appropriate Transfer Fee.

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

7.3. In the event; 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 Contractor, within the Restriction Period Engage the services of the Contractor other than through The Company then the Client shall either:

• 7.3.1. in the event of no Supply, pay the Introduction Fee; or
• 7.3.2. following termination or expiration of the Agreement, pay the appropriate Transfer Fee.

7.4. Sub Clauses 7.1, 7.2 and 7.3 shall survive the termination of the Agreement for the Restriction Period.

8. TERMINATION OF THE ASSIGNMENT

8.1. Either party may terminate the Assignment by giving to the other party in writing the period of notice specified in Schedule 1.

8.2. Notwithstanding the provisions of clause 8.1 the Client may terminate the Assignment forthwith by notice in writing to The Company where:

• 8.2.1. the Contractor has acted in breach of any statutory or other reasonable rules and regulations applicable to them while providing the Contractor Services; or
• 8.2.2. the Client reasonably believes that the Contractor has not observed any condition of confidentiality applicable to the Contractor from time to time; or
• 8.2.3. the Client is dissatisfied with the Contractor’s provision of the Contractor Services.

8.3. The Company may terminate an Assignment forthwith by notice in writing if:

• 8.3.1. the Client is in wilful or persistent breach of its obligations under this Agreement and where the breach is capable of being remedied, fails to remedy the breach within 7 days of receiving written notice from The Company to do so; or
• 8.3.2. the Client fails to pay any amount which is due to The Company in full and on the date that the payment falls due; or
• 8.3.3. 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
• 8.3.4. Should the client continually fail to pay the Companies invoices, the Company has the right to remove the Contractor from the client and his service provision: or
• 8.3.5. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Client; or
• 8.3.6. 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
• 8.3.7. (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.

9. 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 Schedule 1 to this Agreement. Accordingly The Company shall use its reasonable endeavours to ensure that the Contractor shall (and any relevant member of the Freelancer(s) shall) execute all such documents and do all such acts in order to give effect to the Client’s rights pursuant to this clause.

10. CONFIDENTIALITY AND DATA PROTECTION

Except as permitted by law, neither party will reveal any Confidential Information during or following termination of this Agreement regarding the other party without the prior written consent of that other party.

• 10.1 Either party will notify the other if it becomes aware of the ownership, use or knowledge of any Confidential Information by an unauthorised person, whether during or after the term of the Agreement and will provide reasonable assistance to the other to deal with an unauthorised disclosure.
• 10.2 The Client agrees and shall procure that the Client’s Client agrees to deliver up to The Company all working papers, computer disks and tapes or other material and Confidential Information belonging to The Company or the Consultant including information provided or prepared pursuant to the provisions of the Services.

In addition information relating to The Company’s 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.

The Client:

• 10.3.1 shall comply, and warrants that it has complied, with all applicable data protection and privacy laws and regulations in any relevant jurisdiction (together, the “General Data Protection Regulations – GDPR”); and
• 10.3.2 shall not, by any act or omission, put The Company in breach of any of the “General Data Protection Regulations – GDPR”) in connection with this Agreement.
• 10.4 Where, in connection with this Agreement, the Client or the Client’s Client processes personal data (on the specific instructions of The Company, the Client shall and shall procure that the Client’s Client uses its reasonable endeavours to:
  • 10.4.1 implement appropriate technical and organisational measures to protect those personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing; and
  • 10.4.2 provide full co-operation and assistance to The Company in allowing data subjects to have access to those data and/or to ensure that those data are deleted or corrected if they are incorrect (or, if The Company does not agree that they are incorrect, to have recorded the fact that the data subject considers the data to be incorrect).

11. LIABILITY

11.1. Whilst reasonable efforts are made by The Company 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 provided by the Client, no liability is accepted by The Company for any loss, expense, damage, costs or delay 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 Company 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.

11.2. For the avoidance of doubt, neither the Contractor nor the Freelancer(s) are under the supervision or control of The Company. Intermediaries and Agency Workers supplied by The Company to the Client are deemed to be under the supervision, direction and control of the Client for the duration of the Assignment.

11.3. The Client shall advise The Company of any special health and safety matters about which The Company 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.

11.4. The Client shall indemnify and keep indemnified The Company against any costs, claims damages, expenses or liabilities incurred by The Company 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.

12. 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.

13. 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 provisions, which shall continue to be valid to the fullest extent permitted by applicable laws.

14. DATA PROTECTION

Each party shall comply with the means: (a) European Union Directives 95/46/EC and 2002/58/EC (as amended by Directive 2009/139/EC) and any legislation and/or regulation implementing or made pursuant to them including but not limited the Privacy and Electronic Communications (EC Directive) Regulations 2013;, the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”); and any applicable associated or supplementary data protection laws, regulations, codes of practice or guidance, as updated, amended or replaced from time to time; and the terms “Data Controller” and “Data Processor” will have the meanings given to them under the Act.  To the extent that any data or information provided by one party to the other party contains personal data within the meaning of the Act or equivalent legislation, the party deemed to be the Data Processor will: (i) process such data and information only in accordance with the Data Controller’s instructions; (ii) not transmit such data and information to a country or territory outside the European Economic Area without the Data Controller’s prior written consent unless at least one of the permitted derogations set out in Principle 8 of the Act is complied with; and (iii) take such technical and organisational measures against unauthorised or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate.

15. GOVERNING LAW AND JURISDICTION

All disputes arising in connection with the Agreement, or further resulting agreements, including disputes with regard to the existence, the applicability and/or the termination thereof, will be brought before and maintained exclusively in the District Court of Amsterdam (Rechtbank Amsterdam), the Netherlands, or at the discretion in the choice of The Company– solely in disputes which The Company brings before court against the Client- at the competent court in the country of the place of office and/or the parent company of the Client.