1. Definitions

In these Terms and Conditions the following definitions apply:

“Apex” means APEX TILERS LTD t/a apex tilers.

“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 theTemporary 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
3. 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
5. 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.)

1. 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
7. 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(e), 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 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. e) 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
8. 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 an 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 a 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 a 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
13. 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 within 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
14. 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 purpose 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 judgement. 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
15. 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 pay 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.

1. 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/Scotland