GENERAL TERMS OF BUSINESS FOR PROVISION OF SERVICES
These general terms of business, apply to any supply of Consultancy personnel (as specified below and therein after called the “Consultant”) between Parity Professionals Ltd (hereinafter called “Parity”) and the Company, person or organisation (hereinafter called “the Client”). Under this Contract, Parity shall operate in the capacity of an Employment Business in accordance with the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (Statutory Instruments 2003 No 3319).
These terms of business shall apply to the Client and supersede all previous terms of business issued by Parity and will be deemed to be accepted by the Client and to apply by virtue of:
- the passing of information about a Consultant to the Client by Parity or
- an introduction to the Client of, or the engagement by the Client of a Consultant or
- The Client’s interview or request to interview a Consultant (including interview by video conferencing or by telephone) or
- the approval by the Client on a timesheet or service record relating to services provided by the Consultant or
- The Client’s signature at the end of these Terms or
- any other written, expressed acceptance of these Terms.
For the avoidance of doubt, these Terms apply whether or not the Consultant is engaged by the Client for the same type of work as that for which the introduction was originally made.
Once accepted, Assignment Schedules will be issued for each Consultant which the Client selects to engage. A proforma Assignment Schedule is attached as Appendix A to this Contract.
1. All Consultants shall comply in all respects with all Client rules, regulations and all lawful requests.
The Client acknowledges that any Consultant is not an employee of Parity and that the Client has selected Consultant(s) to perform the services in reliance upon the Client’s own skill and judgement. Parity will use reasonable endeavours to provide Consultants suited to the Client’s requirements.
The Client acknowledges that any Consultant has no authority to bind Parity or make contractual representations on its behalf.
If for unforeseen reasons any Consultant becomes unavailable, Parity reserves the right to substitute that Consultant subject to the Client’s approval.
This Contract will continue unless 4 weeks notice in writing is given by either party of their intention to terminate this Contract. If however, the Client should reasonably find that the services of any Consultant are unsatisfactory the Client shall send a notice detailing why the work is not satisfactory and the services of that Consultant, as detailed in the Assignment Schedule, shall be re-performed or rectified.
The Client shall advise Parity of (i) any special health and safety hazards/risks and steps the Client has taken to prevent or control such risk and (ii) any requirements imposed by law or by any professional body, which must be satisfied for the relevant position. The Client further undertakes that it knows of no reason why it would be detrimental to the interests of any Consultant for him/her to fill the role.
The Client acknowledges that Parity has provided all required information regarding the identity, experience, training and qualifications of the Consultant as required under the Conduct of Employment Agencies and Parties Regulations 2003 as amended.
The Client shall authorise the timesheet or service records (“the Record”) presented by Parity on a weekly basis, or at such other intervals as agreed between the parties. If the Client disputes the quality of the services provided by any Consultant, the Client shall inform Parity in writing as soon as is reasonably practicable, but no longer than three (3) working days from receipt of the Record. If a Record is not authorised or disputed by the Client within three (3) working days from receipt, the Client will be deemed to have accepted the services. Parity will invoice the Client on a weekly basis for the charges agreed, with settlement to be made by the Client within 14 days of the date of receipt of invoice.
Parity shall notify the Client immediately if it receives or otherwise obtains information which gives it reasonable grounds to believe that the Consultant(s) supplied to the Client is unsuitable for the assignment and shall terminate the assignment immediately.
Data Protection Legislation means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018.
Both parties will comply with all applicable requirements of the Data Protection Legislation. The parties acknowledge that for the purposes of the Data Protection Legislation, the parties are independent Data Controllers (where Data Controller has the meaning as defined in the Data Protection Legislation) but they are not Joint Controllers unless a specific Contract is made to that effect between the parties.
Parity will use all reasonable endeavours to ensure that it has all necessary appropriate consents and notices in place to ensure lawful transfer of Personal Data (as defined in the Data Protection Legislation) to the Client for the purposes of the Contract. The Client shall ensure it has lawful processing grounds to process the Personal Data once transferred and shall not rely on Parity’s collection of necessary consent and notices given, unless expressly agreed by the parties.
After an introduction is made, unless it first obtains all necessary appropriate consents from the Data Subject (as defined in the Data Protection Legislation), the Client shall only process an Applicant’s Personal Data for the agreed purposes. The Client is not permitted to process information or data beyond that reasonably envisaged by the Company, including transfer of data outside the EEA, unless it provides the necessary notices to the Data Subject and gains consent.
Agency Workers Regulations 2010 (as amended).
Where a Consultant works under the supervision and direction of the Client, that Consultant is classified as an “Agency Worker”, (as further defined in the “AWR”), and the following conditions shall apply to the assignment:
The Client agrees that it will, upon request from Parity and without delay, provide accurate details relating to the working and employment conditions (as defined within regulations 5, 6 and 7 of the AWR) of Client’s workers and/or employees who undertake the same or broadly similar work as that of Agency Worker during the assignment.
Where applicable, pursuant to information obtained under clause 11.2 above, the Client will apply the same or similar process as applied to assess Pay that is directly attributable to the amount or quality of the work done by Agency Worker. For the purposes of this clause “Pay” means as defined in regulation 6(2) of the AWR.
All works produced or any developments made by a Consultant in connection with the performance of the services shall be the sole and complete property of the Client and Parity hereby agrees to assign all rights to copyrights, patents, design and all other intellectual property rights in the said works and developments to the Client.
Parity’s liability for any and all costs, damages, losses, claims, and/or expenses (excluding personal injury or death caused by the negligence of Parity for which Parity’s liability shall be unlimited) shall not in any circumstances exceed the lesser of the charges paid by the Client hereunder or £100,000 and no sums in excess of such amount shall be recoverable. Parity will not be liable in any circumstances for special, indirect or consequential damages or costs or loss of profits.
On no account can any offer of engagement be made to any Consultant (either directly or indirectly) by the Client, its associated companies or subsidiaries or by a third-party service provider on behalf of the Client, during the term of the Assignment or within twelve (12) months of Assignment’s termination. All approaches must be made via Parity. If an offer of engagement is accepted by that Consultant, the Client will pay to Parity’s within four (4) weeks of that Consultant’s new engagement, a transfer fee equivalent to twenty (20%) percent of the annual salary where that Consultant is engaged by the Client on a permanent basis, or alternatively, twenty (20%) percent of annual fees (calculated as 220 days multiplied by that Consultants daily charge rate stated on the Assignment Schedule) payable by the Client if the Consultant is engaged on a temporary basis. For the avoidance of doubt, the full fees shall be payable regardless of the new engagement’s duration.
Where there has been an introduction of a candidate to the Client which does not immediately result in the supply of the services of that candidate by Parity to the Client, but which later leads to an engagement of the candidate by the Client, a group company or a related third party, within 6 months from the date of introduction, the Client shall notify the Parity of that engagement and shall be liable to pay a Transfer Fee in accordance with the paragraph above.
The parties hereto shall not be liable to each other for any loss or damage to either due to delay in performance of any of the parties obligations hereunder resulting from any cause beyond the parties reasonable control.
This Contract constitutes the entire understanding between the parties relating to the subject matter of this Contract and supersedes all prior representations, writings, negotiations or understandings with respect hereto. No variation or alteration to this Contract shall be valid unless agreed in writing between the Client and a Director or an authorised representative of Parity and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.
The terms of the Contract and all information of a technical nature disclosed by either party its servants agents or contractors to the other party in connection herewith are supplied in confidence and shall be treated by the other party as confidential and shall not without the prior written consent of the party disclosing such information be divulged to any person other than those persons to whom it is necessary to supply such information to enable the services to be provided or where disclosure of such . This clause shall be of effect notwithstanding the performance or termination of the Contract.
This Contract shall be governed by and construed and interpreted in accordance with Scottish or English Law, which is determined by the location in which the services are performed.