Apex Resources Limited Terms and Conditions of Business

THE SUPPLY OF A SELF-EMPLOYED CONSULTANCY WHO HAS OPTED OUT OF THE CONDUCT REGULATIONS (OUTSIDE IR35)

THE PARTIES
(1) Apex Resources Ltd (registered company no.5038793) of Apex House, 1 Bridle Path, Watford,
Hertfordshire WD17 1UE. (“the Employment Business”).
(2) Person, firm or company requiring the services of Apex Resources Ltd (“the Client”) to whom the Consultancy 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 Consultancy is introduced.
RECITALS
(A) The Employment Business carries on the business of sourcing and supplying consultancies to provide services to
Clients of the Employment Business. The Client has instructed the Employment Business to supply a Consultancy to
provide certain services, as specified in the Client Order Confirmation (“the Schedules”) (“the Consultancy
Services”).
(B) The Employment Business will introduce a Consultancy to the Client to provide the Consultancy Services to the
Client on the terms and subject to the conditions of this Agreement.
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement the following definitions apply:
“Agency Workers Regulations” means the Agency Workers Regulations 2010;
“Assignment” means the Consultancy Services to be performed by the Consultancy Staff for the Client for a period of
time during which the Consultancy is supplied by the Employment Business to provide the Consultancy Services to the
Client;
“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
Consultancy Fees, the Employment Business' 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;
“Consultancy” 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 Consultancy Staff and any third party to whom
the provision of the Consultancy Services is assigned or sub-contracted with the prior approval of the Client and any
officer, employee, worker or representative of any such third party);
“Consultancy Fees” means the fees payable to the Consultancy for the provision of the Consultancy Services;
“Consultancy Staff” means any officer, employee, worker or representative of the Consultancy supplied to provide the
Consultancy Services (and, save where otherwise indicated, includes any officer, employee, worker or representative of
any third party to whom the provision of the Consultancy Services is assigned or sub-contracted with the prior approval
of the Client);
“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;
“Engagement” means the engagement, employment or use of the Consultancy’s services or the services of any
Consultancy Staff, by the Client or by any third party to whom the Consultancy and/or any Consultancy 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 or through another
employment business; 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 Consultancy
or Consultancy Staff or (ii) the Client’s interview of a Consultancy or Consultancy Staff (in person, by telephone or by any
other means), following the Client’s instruction to the Employment Business to supply a consultancy; or (iii) the supply of
a Consultancy; and, in any case, which leads to an Engagement of that Consultancy or Consultancy Staff; and
“Introduces” shall be construed accordingly;
“Introduction Fee” means the fee payable by the Client in accordance with clause 7;
“Losses” means all losses, liabilities, damages, costs, expenses 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;
“Remuneration” (yearly salary) 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 Consultancy or the Consultancy Staff for services
rendered to or on behalf of the Client. Where a company car is provided, a notional amount of £3000 will be added to the
sums paid to the Consultancy in order to calculate the Employment Business’ 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.
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 CONTRACT
2.1. This Agreement together with the Assignment details (“Agreement”) constitutes the contract between the
Employment Business and the Client for the supply of the Consultancy Services by the Employment Business to the
Client, and is deemed to be accepted by the Client by virtue of its request for, interview with, or Engagement of a
Consultancy or the passing of any information about the Consultancy to any third party following an Introduction.
2.2. This Agreement contains the entire agreement between the Parties and unless otherwise agreed in writing by a
director of the Employment Business shall prevail over any terms of business or purchase conditions (or similar) put
forward by the Client.
2.3. Subject to clause 5.2 no variation or alteration to this Agreement shall be valid unless the details of such variation
are agreed between a Director 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 Client acknowledges that the Consultancy and the Consultancy Staff carrying out the Assignment have opted
out of the Conduct Regulations and further that any person to whom the performance of the Consultancy Services has
been assigned or sub-contracted has opted out of the Conduct Regulations and that none of the Conduct Regulations
apply to any Assignments governed by this Agreement.
2.5. The Client acknowledges that the Consultancy may supply any of the Consultancy Staff to perform the
Consultancy Services and where the Consultancy is unable to provide any part of the Consultancy Services for whatever
reason the Consultancy shall be entitled to assign or sub-contract the performance of the Consultancy Services provided
that the Employment Business and the Client are reasonably satisfied that the assignee or sub-contractor has the
required skills, qualifications, resources and personnel to provide the Consultancy Services to the required standard and
that the terms of any such assignment or sub-contract contain the same acknowledgements under and obligations
imposed by the agreement between the Consultancy and the Employment Business. The Client shall not unreasonably
withhold or delay any approval sought for the assignment or sub-contracting of the Consultancy Services.
2.6. The Client acknowledges that the Consultancy shall be permitted to determine how it will provide the Consultancy
Services and will have the flexibility to determine the number of hours required and the times worked, to complete the
Consultancy Services, subject to the Consultancy complying with any reasonable operational requirements of the Client.
The Consultancy will be at liberty to determine the location at which it will provide the Consultancy Services, but where
the Consultancy Services are undertaken at the Client’s site, the Consultancy 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
to the commencement of the Assignment, or if this is not practical, upon commencement of the Assignment, the
Employment Business will send to the Client the information.
4. VERIFICATION OF EXECUTION OF THE CONSULTANCY SERVICES
4.1. 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
Consultancy Services by signature of a form provided to the Client for this purpose.
4.2. Verification by the Client of the execution of the Consultancy Services constitutes acceptance by the Client that the
Consultancy 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 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 8 below shall apply.
5. CHARGES
5.1. The Client agrees to pay the Charges. VAT is payable at the applicable rate on the entirety of the Charges.
5.2. 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.
5.3. The Charges are invoiced to the Client on a weekly basis and are payable within 14 days ( unless agreed in
writing by a director)
5.4. If payment is not made on the due date, Apex Resources Ltd shall exercise its statutory right to claim interest and
compensation under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial
Debts Regulations 2002 or under such equivalent legislation
5.5 In the event of default in the payment of any Charges, Fees, Gross Remuneration (yearly salary) Fee or interest
when due in accordance with this Agreement, Apex Resources Ltd may, without notice or demand, declare all Charges,
Fees, Gross Remuneration (yearly salary) Fees or interest then unpaid but otherwise accrued, immediately due and
payable.
5.6. 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.
6. PAYING THE CONSULTANCY
The Employment Business is responsible for paying the Consultancy Fees.
7. INTRODUCTION FEES
7.1. The Client shall be liable to pay the Employment Business an Introduction Fee where the Employment Business
Introduces the Consultancy to the Client and:
7.1.1. the Client Engages the Consultancy or any Consultancy Staff other than through the Employment Business
within a period of 6 months from the termination of the Assignment in respect of which the Consultancy or
Consultancy Staff was supplied, or if there was no supply, within 12 months of the Introduction of the Consultancy
by the Employment Business to the Client; or
7.1.2. Where the Client introduces the Consultancy to a third party and such introduction results in an
Engagement of the Consultancy or any Consultancy Staff by the third party other than through the Employment
Business within 6 months from the date of the introduction by the Client to the third party.
The Introduction Fee will be calculated
At 22% of the Remuneration (yearly salary) payable to the Consultancy. Where the amount of the Remuneration
(yearly salary) payable to the Consultancy is not known, the Introduction Fee will be calculated by multiplying the
Charges by 300.
7.2. No refund of the Introduction Fee will be paid in the event that the Engagement subsequently terminates.
7.3. VAT is payable in addition to any Introduction Fee due.
8. TERMINATION OF THE ASSIGNMENT
A: The Assignment will terminate when the Client confirms that the Consultancy Services have been completed. Either
party may terminate the Assignment earlier by giving to the other party in writing the period of notice.
8.1. Notwithstanding the provisions of clause 8.1 the Client may terminate the Assignment forthwith by notice in
writing to the Employment Business where:
8.1.1. the Consultancy has acted in breach of any statutory or other reasonable rules and regulations
applicable to them while providing the Consultancy Services; or
8.1.2. the Client reasonably believes that the Consultancy has not observed any condition of confidentiality
applicable to the Consultancy from time to time; or
8.1.3. the Client reasonably considers that the Consultancy’s provision of the Consultancy Services is
unsatisfactory.
8.2. The Employment Business may terminate an Assignment forthwith by notice if:
8.2.1. 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 3 days of receiving written notice from the
Employment Business to do so; or
8.2.2. 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
8.2.3. 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
8.2.4. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over
any of the assets of the Client; or
8.2.5. 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
8.2.6. (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.
9. CONFIDENTIALITY AND DATA PROTECTION
All information relating to a Consultancy 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 Consultancy 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 data at all times. In addition 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.
10. INTELLECTUAL PROPERTY RIGHTS
All copyright, trademarks, patents and other intellectual property rights deriving from the provision of the Consultancy
Services by the Consultancy or any third party to whom the Consultancy 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
Consultancy and set out in Assignment Details to this Agreement. Accordingly the Employment Business shall use its
reasonable endeavours to ensure that the Consultancy shall (and any relevant member of the Consultancy 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.
11. LIABILITY
11.1. 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 Consultancy 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 Consultancy for completion of the Assignment or from the negligence, dishonesty,
misconduct or lack of skill of the Consultancy or if the Consultancy 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.
11.2. For the avoidance of doubt, neither the Consultancy nor the Consultancy Staff are under the supervision, direction
or control of the Employment Business or the Client, the Client does not have the right to supervise, direct and control
the Consultancy or the Consultancy Staff and no member of the Consultancy Staff is an agency worker as defined under
the Agency Workers Regulations.
11.3. The Client shall advise the Employment Business of any special health and safety matters about which the
Employment Business is required to inform the Consultancy and about any requirements imposed by law or by any
professional body, which must be satisfied if the Consultancy 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 Consultancy.
11.4. The Client shall be responsible for ensuring that any premises, equipment or materials to be used by the
Consultancy Staff during an Assignment is compliant with any relevant health and safety laws or procedures, and shall
undertake any risk assessments that may be required and shall not permit any Consultancy Staff to undertake work
without first being satisfied that it is safe to do so, including, but not limited to, conducting any assessment or enquiry in
respect of the Consultancy Staff’s health as may be considered appropriate. Where any risks are identified the Client
shall inform the Consultancy Staff of those risks and advise them of any procedures to be followed.
11.5. The Client shall indemnify and keep indemnified the Employment Business against any Losses incurred by the
Employment Business 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. RIGHTS OF THIRD PARTIES
None of the provisions of this Agreement are 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.
GOVERNING LAW AND JURISDICTION
This Agreement is governed by the law of England & Wales/Scotland and is subject to the exclusive jurisdiction of the
Courts of England & Wales/Scotland.

Apex Resources Limited 2022 (SE) version 1

Apex Resources Limited Terms and Conditions of Business

1. Definitions
In these Terms and Conditions the following definitions apply:
“Apex” means Apex Resources Limited.
“The Client” means the person, firm or company requiring the service of the Temporary Worker or
seeking or effecting the Engagement of the Candidate.
“The Temporary Worker” means the person introduced to the Client by Apex to carry out the Temporary
Assignment.
“The Temporary Assignment” means the period during which the Temporary Worker is engaged to render services to
the Client.
“The Candidate” means the person introduced by Apex to the Client for a permanent placement.
“The Engagement” means the engagement of the Candidate or Temporary Worker by the Client or any
person to whom information about the Candidate or Temporary Worker has been
passed directly or indirectly by the Client to any capacity and whether under a contract
of or for service.
“The Working Time Regulation” means the Working Time Regulations 1998 (Statutory Instrument 1998 no 1833).
2. Terms and Conditions
a) These Terms and Conditions of Business supplied by Apex to the Client shall be incorporated
into each contract made between Apex and the Client for the introduction of a Temporary Worker
or Candidate.
b) No variation of these Terms and Conditions shall be valid unless approved in writing by a Director
of Apex.
3. Jurisdiction
These Terms and Conditions shall be interpreted in accordance with English Law and parties
agree to submit to the jurisdiction of the English Courts.
4. Worksheets/Attendance Records
a) At the end of each week of the Temporary Assignment or the end of the Temporary assignment if earlier, the Client
will request a completed Worksheet from the Temporary Worker and the Client will sign the Worksheet if in
agreement with it. Unless stated in writing in advance by the Client and Director, Temporary Worker or representative
shall be deemed duly authorised so to do and such signature shall be conclusive evidence that:
i. the Temporary Worker has worked the number of hours shown on the Worksheet; and
ii. the Client is satisfied with the services provided by the Temporary Worker; and
iii. the Client is liable to pay Apex charges in accordance with Clause 5 of the Terms and Conditions.
b) The Client will retain one copy of the signed Worksheet.
c) Signature of the Worksheet by the Client indicates satisfaction with the services provided by the Temporary Worker
and confirmation of the number of hours worked. Failure to sign the Worksheet does not absolve the Client’s
obligation to pay the charges in respect of the hours worked
5. Charges
Subject to Clause 5(b) below, Apex shall charge the Client for the hours worked by the Temporary
Worker, in accordance with its list of amounts stated on the booking confirmation form which will be
issued at the date of commencement of the Temporary Assignment and the Client shall pay such Charges
without any deduction (CITB levy and Main Contractor Discount deductions are specifically not permitted), abatement or
set off.
a) Apex reserves the right to vary the charges from time to time during the Temporary Assignment.
b) Charges for the provision of a Temporary Worker shall be calculated by Apex by multiplying the hourly amount in
relation to the Temporary Worker by the numbers of hours worked by the Temporary Worker (Charges).
c) Apex shall invoice the Client on a weekly basis for the Charges calculated in accordance with paragraph 5(b) plus
VAT. The amount invoiced shall be payable within 30 days (Payment Term) of the date of the invoice.
d) Failure by the Client to pay invoices in accordance with Clause 5(c) will entitle Apex to withdraw their services and
the services of any Temporary Worker and to invoice interest charges overdue by more than 7 days at the rate of 5%
above the annual base rate of Barclays Bank plc from time to time from the due date until date of payment.
e) Apex reserve the right to exercise its statutory right to claim interest and compensation under the Late Payment of
Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002 or any such
equivalent legislation
f) In the event of default in the payment of any Charges, Fees, Gross Remuneration (yearly salary) Fee or interest
when due in accordance with this Agreement, Apex may, without notice or demand, declare all Charges, Fees,
Gross Remuneration (yearly salary) Fees or interest then unpaid but otherwise accrued, immediately due and
payable.
g) Apex shall be entitled to charge the Client all and any reasonable costs incurred, whether administrative, collection
or legal, in recovering or attempting to recover any payment due from the Client under clauses 5(b) and 5(c). In
respect of collection costs it is agreed between Apex and the Client that 10% of the sum outstanding shall constitute
a reasonable cost (excluding V.A.T.)
h) The Client shall indemnify Apex against all costs incurred by Apex in obtaining payment of any overdue invoice. If
the recoveries of the sums outstanding from the Client are passed to a debt collection agency or to solicitors, the
Client shall pay Apex’s costs in instructing any said debt collection agency or solicitors and all legal costs and
disbursements.
i) Unless otherwise agreed in writing, the Client will not be responsible for paying the Temporary Workers
remuneration (yearly salary) nor for the deduction and payment of the appropriate National Insurance Contributions
and Income Tax in relation to the Temporary Worker.
6. Liability
a) Apex gives no warranties and makes no representation to the Client as to the suitability, skill, experience, knowledge
or honesty of the Temporary Worker, nor shall Apex be liable for any breach of such warranty or misrepresentation.
Apex will provide the Client with all assistance reasonably required by the Client to form a view as to suitability of a
Temporary Worker.
b) Whilst Apex will use reasonable efforts to fulfil the Client’s requirements in respect of temporary staff, Apex shall not
be liable for any loss, expense, damage or delay from any failure to provide suitable temporary staff at the time or for
all or part of the period requested by the Client.
c) Subject to Clause 6(f), Apex accepts no liability for any loss, expense, damage or delay arising from the negligence,
dishonesty, misconduct or lack of skill on the part of the Temporary Worker or if the Temporary Worker terminates the
Temporary Assignment for any reason, the Client having been responsible for establishing the suitability of the
Temporary Worker. In the event of a court judging Apex to be liable to pay damages to the Client, pursuant to the
Terms and Conditions or for any other reason, Apex’s liability shall be limited to that paid by the Client to Apex in
relation to that particular Temporary Worker.
(d) The Client shall be responsible for the health and safety of any Temporary Worker as if they were directly engaged
by the Client and shall undertake any risk assessments that may be required and shall not permit any Temporary
Worker to undertake work without first being satisfied that it is safe to do so, including, but not limited to, conducting
any assessment or enquiry in respect of the Temporary Worker’s health as may be considered appropriate. Where
any risks are identified the Client shall inform the Temporary Worker of those risks and advise them of any
procedures to be followed
(e) The Client shall notify Apex within four hours of commencement of the Temporary Assignment should the Temporary
Worker prove unsatisfactory and provided such notification is confirmed to Apex in writing within 7 days, no fee will
be charged by Apex for this period. In the absence of such notification the full charge hereunder shall be payable.
f) Nothing in these Terms and Conditions is intended or purports to exclude Apex from liability as a result of its own
negligence in death or personal injury to that Temporary Worker or any other third party.
7. Responsibility of the Client
a) The Client shall be responsible for all acts, errors and omissions of the Temporary Worker whether wilful, negligent
or otherwise.
b) Temporary Workers are engaged by the Client under contract for services. They are not the employees of the Client
but are deemed to be under the supervision, direction and control 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 temporary worker whether wilful negligent or otherwise as though he was a employee of the client
c) The Client shall provide the Temporary Worker with adequate instruction, training and safety clothing where
necessary.
d) The Client shall comply with all statues, by-laws and legal requirements in respect of the Temporary Worker
including (but without limitation) the Working Time Regulations and requirements regarding health and safety at
work. The Client shall provide appropriate Employer’s and Public Liability insurance cover for the Temporary Worker
during the Temporary Assignment.
e) The Client will assist Apex to comply with the Working Time Regulations by supplying any relevant information about
the Assignment required and the Client will not do anything to cause Apex to be in breach of its obligations under
these Regulations.
f) Where the Client requires or may require the service of an Temporary Worker for more than 48 hours in any week,
the Client must notify Apex of this requirement before the commencement of that week.
g) Where the Client requires or may require the service of a Temporary Worker for night work, as defined in the Working
Time Regulations, the Client must notify Apex of this requirement before the commencement of that week.
h) Where the Client requires or may require the Temporary Worker to perform night work in situations involving special
hazards or heavy physical or mental strain, as defined in the Working Time Regulations, the Client must notify Apex
of this requirement before the commencement of that week.
i) The Client shall indemnify Apex and shall keep Apex indemnified against:
i. any claim of whatsoever kind which the Temporary Worker or members of his family or other dependants may
make against Apex by reason of or arising out of any failure by the Client to fulfil its obligations hereunder.
ii. any claim which a third party may make against Apex arising from or by reason of any conduct, act or omission of
the Temporary Worker during the Temporary Assignment, and
iii. All costs and expenses (including legal costs and expenses) incurred by Apex in respect of or
arising out of any claim.
8. Recruitment of Temporary Staff
If an Temporary Worker who has carried out a Temporary Assignment during the preceding six months is engaged
by the Client in any capacity and whether under a contract of or for service the Client shall pay to Apex fees as per
13(a-g)
9. Driving of Vehicles
Where the engagement of Temporary Assignment involves the Temporary Worker driving any vehicle, it shall be
Clients sole responsibility to:
a) Ensure the said vehicle complies in all respects with all applicable legislation and is comprehensively insured to
include all liability to third parties and property and liable for death or injury to the Temporary Worker.
b) Ensure that the vehicle is safe, fully maintained and in good working order.
c) Satisfy it that the Temporary Worker has a suitable current licence for driving such vehicle.
10. Equipment
The Client will provide proper and adequate security facilities and shall provide and be totally responsible for all
tools, equipment and materials necessary to carry out the proposed services whether their own or the Temporary
Workers.
11. Loans
The Client will not provide encashment facilities or make loans or provide money to an Temporary Worker other than
at the Clients own risk unless previously and specifically required to do so by Apex in writing. No allowances for any
such unauthorised payments for them will be made in any invoice rendered by Apex to the Client.
12. Termination
a) The Client undertakes to supervise the Temporary Worker sufficiently to ensure the Client’s satisfaction with the
Temporary Worker’s standards of workmanship. If the Client reasonably considers that the services of the Temporary
Worker are unsatisfactory, the Client may terminate the Assignment either by instructing the Temporary Worker to
leave the Assignment immediately, or by directing the Apex to remove the Temporary Worker. Apex may in such
circumstances reduce or cancel the charges for the time worked by that Temporary Worker, provided that the
Assignment terminates: -
i. within four hours of the Temporary Worker commencing the Temporary Assignment where the booking is for more
than seven hours; or
ii. within two hours for bookings of seven hours or less;
b) Notification of the unsuitability of the Temporary worker shall be confirmed in writing to Apex with 12 hours of the
termination of the Temporary Assignment.
c) Any of the Client, Apex or the Temporary Worker may terminate an Temporary Assignment at any time without prior
notice and without liability.
d) Payment of any outstanding invoices relating to the Temporary Worker become payable on termination.
e) The Client shall notify Apex immediately and without delay and in any event within 2 (TWO) hours (by fax) if the
Temporary Worker fails to attend work or notifies the Client that he is unable to attend work for any reason.
13. Permanent Fees
a) No fee is payable for preliminary discussions and recommendations.
b) The Client will pay Apex an amount based upon the Engagement of the Candidate calculated as a percentage of the
first year’s anticipated gross remuneration (yearly salary) of the Candidate which includes salary commission,
bonuses, provision of a car and any other taxable emolument (Fee). For this purposes the percentage of the
Candidate’s remuneration (yearly salary) payable as an amount to be determined at the time of booking (when no
fee is agreed the default fee is 20%).
c) Should the client fail to settle the invoice detailed in 13(b) within a reasonable period no more than 60 days from the
date of the invoice (our standard period is 30 days) the client agrees to pay our default percentage rate as set out
below (calculated as a percentage of the first year’s anticipated gross remuneration (yearly salary) of the Candidate
which includes salary commission, bonuses, provision of a car and any other taxable emolument) (Gross
Remuneration (yearly salary) Fee).
Gross Remuneration (yearly salary) Fee payable:
Up to £24999 22.5%
£25000 - £34999 25%
£35000 plus 27.5%
d) Apex may, without limiting its other rights, charge interest on the Gross Remuneration (yearly salary) Fee at 5% a
year above the base rate of Barclays Bank plc from time to time in force. Interest shall accrue on a daily basis, and
apply from the due date for payment until actual payment in full, whether before or after judgment.
e) In the event that the Candidate was previously a Temporary Worker the gross remuneration (yearly salary) shall be
deemed in any event to be no less than the hourly charge (plus VAT) for the Candidate while a Temporary Worker
multiplied by 300.
f) At all times VAT must be added to the fee calculated.
g) The fee will be payable as a result of the Engagement notwithstanding the fact that it may not comply with the
Clients original requirement (e.g. as to number or type of vacancy).
h) Apex reserve the right to invoice the Client for a fee based on the gross remuneration (yearly salary) actually paid
during the Candidates first twelve months if in excess of the anticipated gross remuneration (yearly salary) referred
to in Clause 13(b) and 13(c) above, and the Client undertakes to forthwith provide Apex with all information
reasonably requested by it relating to the actual gross remuneration (yearly salary) of the Candidate to enable it to
determine if such an invoice should be rendered, including without limitation, all payroll records, Inland Revenue
records P45’s and P60’s.
i) The Client undertakes to forthwith send notice to Apex in writing as soon as it comes to its attention that any
Temporary Worker/Candidate has accepted an offer of Engagement from it or any other party.
14. Temporary to Permanent fees
a) In the event of the Engagement by the Client of a Temporary Worker supplied by Apex for a Temporary Assignment
either:
i. directly
ii. pursuant to being supplied by another employment business
during the Assignment or within whichever is the longer of either 14 weeks from the start of the first Assignment
(each new Assignment where there has been a break of more
than 42 days (6 weeks) since the end of a previous Assignment shall also be considered to be the ‘first Assignment’
for these purposes); or 8 weeks from the day after the last day the Temporary Worker worked on the Assignment the
Client shall be liable, subject to electing by giving 2 days prior notice, to either:
iii. Extend the period of hire of the Temporary Worker to 14 weeks during which the Client shall pay the
current hourly charge agreed pursuant or:
iv. Transfer Fee calculated as per clause13(b), or 13(e) whichever the greater (Transfer Fee). No refund of
the Transfer Fee will be paid in the event that the Engagement subsequently terminates. VAT is payable
in addition to any fee due.
b) Where the client does not give such notice before the Temporary Worker is engaged the parties agree that the
Transfer Fee shall be due.
c) Introduction Fees where a Temporary Worker/Candidate is introduced but not supplied In the event that there is an
Introduction of a Temporary Worker/Candidate to the Client which does not result in
the supply of that Temporary Worker/Candidate by Apex to the Client, but which leads to an Engagement of the
Temporary Worker/Candidate by the Client either directly or pursuant to being supplied
by another employment business or third party within 6 months from the date of Introduction the Client shall be liable
to fees as per Introduction fee below:-
i. An Introduction Fee calculated as per clause 13(b) or (e) whichever the greater (Introduction Fee). No refund of
the Introduction Fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in
addition to any fee due.
d) Where the client does not give such notice before the Temporary Worker is engaged the parties agree that the
Introduction Fee shall be due.
e) Inability to supply during the period of hire if the Client elects for a period of hire, but before the end of such period
Engages the Temporary Worker supplied by Apex either directly or pursuant to being supplied by another employment
business or the Temporary Worker chooses not to be supplied for the period of hire, the Transfer or Introduction Fee may
be charged, reduced by such percentage to reflect any period of hire already undertaken by the Temporary Worker and
paid for by the Client.
f) Where period(s) of absence due to illness or injury prevent the Temporary Worker from being employed or supplied
for 4 or more days, which shall be qualifying days for the purposes of Statutory Sick Pay (SSP), during the period of hire
as set out above, the period of hire shall be extended by a period equivalent to the total period of absence. Should
Apex pays the Temporary Worker SSP during the period of hire an equivalent amount shall be charged to and be payable
by the Client in addition to the charges agreed.
15. Confidentiality
The Client acknowledges that all information supplied by it relating to the Candidate/Temporary Worker is
confidential and if the Client passes any such information to any other party (on whatever basis and for whatever
reason) and the Candidate/Temporary Worker is then the subject of an Engagement, then the Client shall be liable to
pay the fees set out in Clause 13 and 14 as if it had itself made an offer of Engagement to the Candidate/Temporary
Worker which the Candidate/Temporary Worker had accepted.
16. Candidates/Temporary Worker Suitability
a) Although every reasonable effort is made by Apex to ensure the suitability of each Candidate/Temporary Worker the
Client is responsible for taking all steps to check and ensure that the Candidate/Temporary Worker is suitable for the
position for which he is engaged including taking up references, checking qualifications, checking driving licences,
checking work permits, arrange medical examinations and the like.
b) Apex may take up references and subject to the terms of the Unfair Contract Terms Act 1977 cannot accept
responsibility for any statement or representation about a Candidate/Temporary Worker made by its servant or
agents, whether or not in writing.
c) Apex does not accept responsibility for any loss, expense, and damage incurred directly or indirectly by the Client in
respect of any Candidate/Temporary Worker.
d) In the event that the Court rules that damages have been incurred by the Client the amount of damages shall be
limited to the fee payable to and received by Apex upon Engagement less any wages already paid.
17. Law
a) These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the courts
of England & Wales

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