SystemsAccountants Limited – Contract Terms

1. Definitions

For the purposes of these Conditions, the following terms shall have the following meanings: –

Associate means (i) (where the Client is a company) any parent undertaking or subsidiary undertaking of the Client or subsidiary undertaking of such a parent undertaking (as those terms are defined in Section 1162 of the Companies Act 2006, save that for the purposes of Section 1162(2) an undertaking shall be treated as a member of another undertaking if any shares in that other undertaking are held by a person (or that person’s nominee) by way of security or in connection with the taking of security granted by the undertaking) or (ii) (where the Client is another form of organisation) any company or organisation under the same or materially the same, ownership or control as the Client and (iii) (in any case) any third parties introduced to the applicant by the Client.

Client means the person, firm or corporate body to which the applicant is Introduced and includes a deemed reference to any Associate of the Client for whom the Resourcing Services are carried out or who employs or otherwise engages the services of an applicant whether directly or indirectly.

Company means SystemsAccountants Limited, whose registered address is Perio Mill, Fotheringhay, Oundle, Cambridgeshire, PE8 5HU (registered number: 3397753) and covers the entities covered under clause 2.3.

Conduct Regulations The Conduct of Employment Agencies and Employment Businesses Regulations 2003.

Consultant shall mean the Initial Consultant as that term is defined in the Statement of Work or any substitute Consultant subsequently appointed in accordance with Condition 9.

Engagement means the employment or engagement of an applicant by the Client, directly or indirectly, under any temporary, fixed term or permanent agreement or arrangement for the provision of services, which agreement or arrangement is made before the first anniversary of the introduction date and Engaged and Engages shall be interpreted accordingly.

Introduction means the arrangement by the Company of an interview by or on behalf of the Client of a Contractor or the submission by the Company to the Client of a Contractor’s CV (via email, a client’s Resourcing portal, or any other means), and Introduced and Introduces shall be interpreted accordingly.

Contractor means a limited company or umbrella company which has been established or engaged by an individual for the purpose of that company providing services to a client and includes (where appropriate in the context) reference to any consultant employed by such a company. The Contractor shall be introduced by the Company to the Client.

Loss means any demand, contribution, claim, action, proceeding, liability, loss, damage, costs, expenses, tax, national insurance contributions (to the extent permitted by law) and charges and any related penalties, fines or interest whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred (including without limitation all losses, liabilities and costs incurred as a result of defending or settling any claims); the term “Losses” shall be construed accordingly.

Normal Working Day means a day other than a Saturday, Sunday or public holiday when banks in London are open for business.

Off-Payroll means amendments to Chapter 8; and Chapter 10, Part 2 of Income Tax (Earnings and Pensions) Act 2003;

Resourcing Services means the undertaking of Resourcing services by the Company for a Client (or any Associate of the Client), which includes the search for, identification of, and selection of, Contractors and the subsequent management of the Resourcing and interview process.

VAT means value added tax and any similar sales, consumption or turnover tax whether chargeable in the United Kingdom or elsewhere in the world.

Statement of Work is a document that covers the period during which the Contractor is engaged, and contains the specific detail of that contract, a template of which is set out in Appendix 1. The Statement of Work will be sent to the Client for each contractor assignment.

The terms Client, Contractor, Project, Project Start Date, End Date, Services and fees shall have the meaning given to them in the Statement of Work.

2. Interpretation

2.1 These are the terms and conditions (the “Conditions”) which set out the basis on which the Client has instructed the Company to perform the Resourcing Services.
2.2 These Conditions apply to the Resourcing of individuals of Contractors. Following the successful Resourcing of a Contractor, the Client will then be required to enter into a further Statement of Work with the Company to cover the period during which the Contractor is engaged, and the specific detail of that contract.
We have separate conditions for the recruitment of individuals on a permanent or fixed term salaried basis, and these will be sent to clients only when we are introducing permanent or fixed term candidates.
2.3 All such resourcing business transacted with SystemsAccountants Limited or its subsidiaries, trading divisions or brands (including SystemsAccountants, Bradshaw Partners and/or SA) or any other associated company (each of whom is referred to in these Conditions as the “Company”) is subject to the terms and conditions set out in this Agreement.
2.4 The Statement of Work, the Conditions and the Client’s acceptance of them shall constitute a binding contract between the Client and the Company for the Resourcing Services which the Client instructs the Company to undertake (this “Agreement”). The Client’s acceptance will be signified by the Client’s written or email acceptance of the Conditions or, if no such written or email acceptance is issued, by the Client requesting the Company (whether in writing, by email or orally) to commence work on the Resourcing Services or interviewing (directly or through any third party on the Client’s behalf) any applicant whose CV is sent by the Company to the Client.
2.5 In the case of the Engagement of a Contractor or if no written agreement is signed, if the Client requests such an extension and the Contractor continues to work for the Client during the extended period, the period of the Engagement for the purposes of this Agreement shall be extended accordingly.

3. Fees, Payment terms, VAT & timesheets

3.1 The Client will in respect of the Engagement of any Contractor pay the Company an agreed daily rate in accordance with the invoicing frequency and payment terms as stated in the Statement of Work.
3.2 Where the Company Introduces the applicant to the Client, but the Client does not initially proceed with the Engagement but, before the first anniversary of the introduction date, the Client engages the applicant directly or via another employment business or other party, the Client will pay the Company a fee.
3.3 Where such applicant is initially Introduced by the Company as a Contractor, the Client will pay the Company a transfer fee in accordance with section 4
3.4 The Company reserves the right to charge interest on any overdue amounts due by the Client under this Agreement at the rate of 8% per annum above the base rate of the Bank of England from the due date until the date of payment.
3.5 All fees payable by the Client shall be exclusive of any VAT chargeable thereon, which shall be payable in addition to the fees by the Client in exchange for a VAT invoice.
3.6 Purchase Orders: If a Purchase Order is required pursuant to this Section, Client shall deliver to Company a written Purchase Order prior to the start date of the engagement.
3.7 The fees shall be calculated by multiplying the daily charge rate of the Contractor, as specified in the Statement of Work, by the number of days (or parts thereof) on which the Contractor and/or the Consultant has been engaged on the Project. When signed or approved by the Client (whether by email, via the Company’s online timesheet system or otherwise) the Contractor’s timesheet shall be binding on the Client. The fees shall be exclusive of any VAT chargeable thereon, which shall be payable in addition to the fees by the Client in exchange for a VAT invoice. For the avoidance of doubt in the calculation of the sums due to the Company in relation to the Services performed by the Contractor a timesheet authorised by a representative of the Client shall be conclusive evidence that the Services have been provided to the satisfaction of the Client at the times and for the total period of time set out in such timesheet. If the Client is unable to sign a time sheet because it disputes the hours claimed, the Client shall inform the Company as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with the Company to enable the Company to establish the hours in which the Services were performed by the Contractor (if any). If the Client does not authorise the time sheet for hours worked within 7 calendar days or raise a query with the Company within 7 calendar days, this does not release the Client from paying the Company. Failure by the Client to sign any timesheet does not absolve the Client from its obligation to pay the Company for hours in which the Services were performed by the Contractor. All timesheets shall be completed within 7 days. The Company shall not be liable for fraudulent timesheets submitted on or on behalf of the Contractor.
3.8 The Company reserves the right to increase the fees agreed with the Client by giving notice to the Client:
3.8.1 In order to comply with any additional liability imposed by the AWR; and/or
3.8.2 If there is any variation to the relevant Comparable Contract or the terms of employment or engagement of the Comparable Employee.
3.9 Any such increase in the fees under Conditions 3.8 will be calculated by the Company on the same basis as it calculated the fee at the Project Start Date but now using the relevant pay which apply to the Consultant by operation of the AWR and therefore reflecting the additional costs to the Company as a consequence of the application of the AWR.

4. Contract to Permanent and Contract to Contract Fees

4.1 Contract to permanent placement
4.1.1 If the Client or a third party of the Client employs the Contractor as a permanent applicant, then the Client will have to pay the Company a fee equivalent to 30% of the agreed salary.
4.2 Contract to contract placement
4.2.1 If the Client or a third party of the Client engages the Contractor directly as a Contractor, then the Client will have to pay the Company a fee of 30% of the annualized charge rate, being the equivalent of 240 days.

5. Project Start Date and End Date

5.1 The Client is able to terminate this Agreement with immediate effect at any time prior to the Project Start Date, as stated in the Statement of Work, by giving the Company notice in writing. For the avoidance of doubt, the provisions of this Condition 5 prevail in the period prior to the Project Start Date over the Termination Period specified in the Statement of Work.
5.2 The End Date in the original Statement of Work may be substituted by a later End Date, (as stated in the Statement of Work, by agreement between the Company and the Client (as envisaged in Clause 2.5) on one or more occasions and references to End Date shall be to the last End Date following any such extension(s).

6. The Contractor and the Consultant

The Company shall, through the Contractor, supply the Consultant to perform Services to the Project, (as stated in the Statement of Work). To avoid any doubt, the Contractor is not exclusively contracted to the Client, and is able to provide services, including the services of the Consultant, to third parties provided that the Contractor is able to perform its obligations to the Client.
The Contractor and or Consultant shall provide and maintain to a high standard any and all equipment that may be deemed necessary during the course of the Project.

7. Client responsibilities for suitability of Contractor and Consultant

While the Company has taken reasonable care in selecting the Contractor for the Client’s approval and makes reasonable enquiries as to the qualifications and experience of the Contractor and Consultant, the Client shall be solely responsible for ensuring that the Contractor and the Consultant are acceptable to it and have all necessary skills and experience required in order to carry out the Project. It is the Client’s responsibility to ensure that the Contractor and consultant have all the necessary information required for them to meet their obligation in ensuring that they have obtained all necessary qualifications, work permits, visas and such like for the performance of the Project in the country in which the Services are to be performed.
Client undertakes to confirm in writing to Company whether Off-Payroll applies to it.
Where Off-Payroll applies to Client and Services are in scope, Client undertakes and agrees to assess the working practices of Services to be provided during Engagement and to provide Company with its status determination and the reasons for the decision in writing prior to the commencement of Engagement and to comply with the statutory requirements to notify Contractor/Consultant.
Where Off-Payroll applies to Client, Client undertakes and agrees to provide any information reasonably requested at any time by Company promptly in order to assist Company to comply with Off-Payroll.
Client undertakes and agrees to notify Company in the event of changes to information provided that occur during the term of Engagement.
Client warrants and undertakes that all information it provides to Company under these Terms is true and accurate.
Client warrants to comply with its statutory obligations to provide a status disagreement process and to use best endeavours to resolve status determination disagreements equitably.
Client warrants to comply with its statutory obligation to, upon request by Company, confirm its size under Off-Payroll.
Client undertakes and agrees to notify Company where the client is based wholly overseas as defined under Off-Payroll.
In the event of notification of changes to information provided relating to Off-Payroll after the commencement of Engagement, Client agrees and accepts that Company is entitled to vary its charge to Client and nature of Services in order to comply with Off-Payroll and has the right to terminate Agreement with immediate effect.

8. Contractor’s Agreement for performance of Project Services

The Company shall enter into an agreement with the Contractor (“Contractor’s Agreement”) which shall specify that the Contractor shall, and shall procure that the Consultant shall, carry out the Project for the Client on the following terms which the Company shall procure that the Contractor and the Consultant shall comply with:
8.1 The Contractor and/or the Consultant shall comply with such timesheet or other verification procedures as may be specified in the Statement of Work;
8.2 All intellectual property rights (including, but not limited to, copyright) arising directly out of the Contractor and/or the Consultant’s work on the Project shall vest in the Client, providing that:
(i) This shall not include any intellectual property rights of the Contractor and/or the Consultant existing prior to commencement of the Project; and
(ii) The Contractor and/or the Consultant shall remain entitled to use their general skills and experience and to improve and develop these in the course of work on the Project, and the Contractor shall warrant that no third party intellectual property rights shall be infringed in performing the Project and that in respect of moral rights, the Contractor and Consultant shall waive, to the extent legally possible, any moral rights which they may have in the product of their performance of the Project for the benefit of the Client;
8.3 To the extent that any intellectual property which is to vest in the Client in accordance with Condition 8.2 does not automatically vest in the Client, the Contractor and the Consultant shall assign, or procure the assignment of, such intellectual property with full title guarantee
and shall do all such acts and execute and deliver such documents (at the Contractor and/or Consultants cost), as may reasonably be required to give full effect to the foregoing;
8.4 The Contractor and/or the Consultant shall, if and when present on premises of the Client, comply with such rules, regulations, policies, procedures, codes of practice and the like concerning health and safety and security as may apply on such premises and be notified to it or them by or on behalf of the Client;
8.5 The Contractor and the Consultant shall keep confidential, information of a confidential or proprietary nature of the Client or customers or other third parties which the Client has access to in the course of its business, which comes within either of their knowledge in the course of performing the Project and such information shall;
(i) Be deemed to include the existence of the Contractor’s Agreement;
(ii) Only be used to the extent necessary for proper performance of the Project; and
(iii) Be returned or destroyed where so requested by the Company and/or Client (and the Contractor and/or Consultant shall certify in writing, where requested, that all such confidential information has been returned or destroyed).
8.6 The obligations of confidentiality set out in Condition 8.5 shall survive the termination or expiry of the Contractor’s Agreement but shall not apply to any information which:
(i) Is authorised for release or disclosure by the Client;
(ii) Is required to be disclosed by a competent court or regulatory body or by any applicable law; or
(iii) Has entered the public domain other than as result of breach of the Contractor’s and/or Consultant’s obligations under the Contractor’s Agreement.
8.7 The Contractor and/or the Consultant has full autonomy regarding the completion of the project in agreement with deadlines and reporting requirements of the Client (with time being of the essence in this respect). The Contractor and Consultant in performing the Services shall act only to the extent of the authority given to them within the scope of the Project;
8.8 The Contractor and/or the Consultant shall perform the Project and Services using reasonable skill and care to best industry standards which would be expected from a skilled and experienced person engaged in similar Services;
8.9 Save for the work specification of the Client provided by the Client to the Contractor or Consultant, the Client agrees that the Consultant shall have autonomy in respect of the technical manner used to perform services to the Project and shall subject to the demands of the Project, to when the work is completed. The Contractor or Consultant shall report to the Client on the progress of the Project Services when requested; neither, the Client or Company shall be responsible for the supervision of work undertaken by the Consultant;
8.10 The Contractor shall, and shall procure that the Consultant shall, comply with the requirements of the prevailing Data Protection Laws, and in particular:
(i) Shall only use and/or process personal data provided by the Client or the Company as is necessary for the proper performance of their obligations under the Contractor’s Agreement and which is in accordance with any guidelines for such use or processing as may additionally be provided by the Client and/or Company;
(ii) Shall ensure that appropriate technical and organisational security measures are in place to prevent unauthorised or unlawful processing of such personal data or any Loss, destruction or damage of, or to, such personal data.
8.11 The Contractor warrants that it shall at all times ensure that it has valid and adequate insurances in force to provide cover for all acts and omissions of the Contractor and any Consultant relating to the Project during the period of this Agreement. As a minimum these will include:
• public liability insurance for a sum of not less than £1,000,000 (one million pounds) and
• professional indemnity insurance for a sum of not less than £1,000,000 (one million pounds) and
• employer’s liability where required by statute and at the statutory level and
• IR35 / Legal Protection insurance for a sum of not less that £100,000 (one hundred thousand pounds) and
• any other policies and levels of cover as notified by the Company from time to time as requested by the Client.
Where the Client requires it, the Contractor shall maintain and provide evidence to the Company and the Client of insurance cover at levels no less than those specified by the Client. These policies must be kept up to date throughout the course of this Agreement and for a period of one year following expiration of termination thereof.
8.12 The Contractor and the Consultant shall not in any circumstances represent themselves as an employee or agent of the Client or the Company.

9. Change of Consultant

9.1 The Company shall be entitled to allocate a substitute Contractor and/or Consultant to the Client to carry out the Project should the original Contractor and / or Consultant be unable or unwilling to provide the services under their agreement. Any such replacement Contractor and/or Consultant shall become the Contractor and/or Consultant for the purposes of this Agreement (and all references herein to the “Contractor” or the “Consultant” shall apply to such replacement). The Company reserves the right to substitute any Contractor and/or Consultant provided the Client is reasonably satisfied that any proposed substitute possesses the necessary skills and qualifications for the satisfactory completion of the services. The Contractor and/or Consultant shall remain liable for the services completed by the substitute Contractor and/or Consultant and will bear any costs.
9.2 If a Contractor or its Consultant(s) fails in the reasonable opinion of the Client to perform the Services satisfactorily, the Client shall notify the Company in writing and the Company shall use reasonable endeavours to procure that a suitable replacement Contractor and/or replacement Consultant(s) is/are available to perform the Services as soon as possible. If no such replacement is available within 5 Normal Working Days of receipt by the Company of the Client’s notice, then the Client may terminate this Agreement. The Client shall be under no obligation to accept any such replacement if such replacement is not suitable in the reasonable opinion of the Client.
9.3 For the avoidance of doubt, handover to any replacement Contractor and/or Consultant shall be at no additional cost to the Client.

10. Independent Contractor

Neither the Contractor nor the Consultant are employees of the Client or the Company. The Contractor is engaged as an independent contractor, Neither the Client or the Company shall not be responsible for the supervision of or quality of work undertaken by the Contractor or the Consultant. The Company shall not be liable for the acts and omissions of the Contractor or the Consultant (even where negligent) and hereby expressly excludes any and all such liability whether direct, indirect or consequential, and whether arising in contract, tort or otherwise. However, the Company shall on request by the Client assign to the Client such rights as the Company may have against the Contractor in that respect. Without prejudice to the foregoing generality, the Company does not have liability for any and all loss of profit or business or revenue or goodwill or anticipated savings or data by the Client (whether or not the Company knew or should have known or has been advised of the possibility of such loss).

11. Agency Worker Regulations 2010

11.1 The parties do not anticipate that the Agency Worker Regulations 2010 (the “AWR”) will apply to the performance by the Contractor of the Services to the Project (through the Consultant)
as neither the Contractor nor the Consultant will work under the supervision and direction of the Client. However, notwithstanding this, where the AWR do apply this Condition 11 and Conditions 3.9 will apply.
11.2 The Client will comply with the AWR in all relevant respects, in particular Regulations 12 (Rights of agency workers in relation to access to collective facilities and amenities) and Regulation 13 (Rights of agency workers in relation to access to employment) of the AWR from the Project Start Date.
11.3 The Client will prior to the Project Start Date (and at any time at the Company’s request) inform the Company:
11.3.1 Whether (not taking into account any service before 1 October 2011) in respect of the performance of the Services to the Project:
(a) The Consultant has worked in the same role (or a role not substantively different) for the Client (or any associate of the Client as defined in Condition 15) via any third party (including the Contractor) for 12 continuous weeks (as provided for in Regulation 7 of the AWR) or will do so taking into account the assignment covered by this Agreement; and
(b) The Consultant is still so working at the Project Start Date (taking into account the provisions of Regulation 8 of the AWR) (the “12 Week Qualifying Period”); and
11.3.2 Of all the details of such work, including (without limitation) details of where, when and the period(s) during which such work was undertaken and any other details reasonably requested by the Company.
11.4 Unless the Consultant has not or will not during his or her performance of the Services to the Project complete the 12 Week Qualifying Period the Client will prior to the Project Start Date (and at any time at the Company’s request):
11.4.1 Provide the Company with information about the basic working and employment conditions in respect of the duration of working time, night work, annual leave, rest period and/or rest breaks as the Consultant would have been entitled to for doing the same job, had he or she been directly recruited by the Client at the time the 12 Week Qualifying Period commenced (the “Comparable Contract”);
11.4.2 Where there is an employee or worker employed or engaged in the same or broadly similar work as the Consultant (as provided for by Regulation 5 of the AWR) (the “Comparable Employee”), provide the Company with a written explanation of the basis on which the Client considers that the relevant individual is a Comparable Employee;
11.4.3 Enable the Consultant to participate in any bonus arrangement from the end of the 12 Week Qualifying Period to which the Consultant is entitled under the AWR and comply with the AWR in respect of the making of any bonus award to the Consultant; and
11.4.4 Provide the Company with written details of its pay and benefits structures and appraisal processes and any variations of the same.
11.5 The Client will promptly inform the Company in writing of any variations to the relevant terms of the Comparable Contract or the terms of the Comparable Employee where they apply to the Consultant under the AWR.
11.6 The Client warrants that all information and documents supplied to the Company under Conditions 11.3 to 11.5 (together with any updates to them) are or will be complete and accurate as at the date supplied.
11.7 Where the Client receives a written request for information from the Contractor and/or the Consultant in relation to any rights under or relating to the AWR (whether or not the AWR are specified in same) it shall:
11.7.1 Provide a copy of such a request to the Company;
11.7.2 Deal with such a request promptly; and
11.7.3 Provide the Contractor/Consultant with a response to such a request which is compliant with the AWR, and provide a copy of the response to the Company.
11.8 The Client shall inform the Company in writing of any oral or written complaint, claim or threat of claim under the AWR which relates to this Agreement and/or the performance of the Services to the Client as soon as reasonably practicable after the Client becomes aware of it and the Client undertakes (at the Client’s own cost) to take such action and to give such information and assistance as the Company may reasonably request to resist, mitigate, compromise or defend any such complaint and/or claim.
11.9 The Client shall fully and effectively indemnify the Company on demand against any and all Losses, liabilities, damages, costs, expenses and charges, including such items arising out of or resulting from actions, proceedings, claims and demands against or incurred by the Company, directly or indirectly as a result of any failure by the by Client to comply with this Condition.
11.10 The parties acknowledge that AWR, Conduct Regulations and Off-Payroll are not inter dependent and their applicability to Assignment does not determine supervision, direction or control by Client.

12. No obligations to offer/accept work outside the Project

Neither the Company nor the Client are under any obligation to offer work to the Contractor or the Consultant and, if offered, neither the Contractor nor the Consultant are obliged to accept. For the avoidance of doubt, other than when the Contractor or the Consultant are performing the Services to the Project, neither the Company nor the Contractor or the Consultant or the Client wishes to create or imply any mutuality of obligation between themselves.

13. Rectification of Defective Work

Without prejudice to Condition 16.1, the Contractor shall be required, at its own expense, to rectify any work notified by the Client to the Contractor or the Consultant as not being of the standard required under Condition 8.8 or in accordance with the Client’s work specification under Condition 8.9 or requirements under Condition 8.7, provided that any such notification must be made by the Client by no later than the date occurring 1 calendar month after the End Date or earlier date of termination of this Agreement. The Client agrees that the Company shall have no liability with respect to such work.

14. No direct engagement of Contractor or Consultant

14.1 The Client shall not, and shall procure that its associates shall not, directly or indirectly (including, but not limited to, through an agency), engage the services of the Contractor or the Consultant as an independent contractor or an employee or offer an extension of this Agreement directly to the Contractor and/or the Consultant either during the Project or for 12 months after termination of this Agreement or completion of the Project other than under an agreement with the Company. In this Agreement, “associate(s)” shall mean (i) (where the Client is a company) any parent undertaking or subsidiary undertaking of the Client or subsidiary undertaking of such a parent undertaking (as those terms are defined in Section 1162 of the Companies Act 2006, save that for the purposes of Section 1162(2) an undertaking shall be treated as a member of another undertaking if any shares in that other undertaking are held by a person (or that person’s nominee) by way of security or in connection with the taking of security granted by the undertaking) or (ii) (where the Client is another form of organisation) any company or organisation under the same or materially the same, ownership or control as the Client and (iii) (in any case) any third parties introduced to the applicant by the Client.
14.2 If there is any breach of this Condition, the Client shall pay the Company a penalty fee in line with the Company’s standard Resourcing terms and conditions or(at the Company’s option, where a direct extension has been offered) instead extend this Agreement for the Company to continue to engage the Contractor and the Consultant to provide services to the Client.

15. Termination

This Agreement will continue until the End Date unless terminated earlier in any of the following circumstances:
15.1 In the case of proven non-performance of the Consultant, the Client may terminate this Agreement with immediate effect by serving written notice of termination to the Company;
15.2 In the event of non-payment by the Client or the Client undergoing insolvency proceedings of any nature, the Company may terminate this Agreement with immediate effect by serving written notice to the Client;
15.3 In the circumstances specified in Condition 5;
15.4 In the circumstances specified in Condition 9; and
15.5 Either party may serve written notice of termination to the other of not less than the Termination Period specified in the Statement of Work.
15.6 By either party by notice with immediate effect if it is unable to commence continue or completely perform its obligations under this Agreement by reason of illness, injury, other incapacity, Event of Force Majeure or any other cause (whether or not of a similar nature to
the foregoing) affecting that party, or (in the case of the Company or the Contractor), which is not within that party’s reasonable control.
15.7 By either party by 7 days’ notice if there is any other serious or repeated breach of this agreement by the other capable of remedy in the reasonable opinion of the terminating party and which is not remedied within 7 days of such notice.
15.8 By written notice with immediate effect by the Company if the Client refuses to provide the Company with any relevant information (and/or gives the company incorrect information).
15.9 Termination of this agreement, howsoever caused, shall not release the Client from its obligation to pay to the Company all fees due up to the date of termination.
If, for any reason, the Client does not require the Consultant or the Contractor to perform Services during any period of notice of termination the Client shall, nevertheless, pay the Company as though the Consultant or Contractor was providing services for the normal working hours on Normal Working Days for the duration of the notice period. Termination of this Agreement shall be without prejudice to the rights of either party arising prior to termination.
No penalty shall be incurred for early termination notified in accordance with this Condition, but accrued rights and liabilities will not be affected.

16. Indemnity

16.1 The Company shall not be liable for any Losses or delay arising from:
(a) Any failure to provide the services of the Contractor and/or Consultant for all or part of the term of this Agreement;
(b) The negligent, wrongful, dishonest or fraudulent acts or omissions or misrepresentations of the Contractor or the Consultant, including, without limitation, any lack of skill of the Contractor/Consultant; or
(c) Theft of any data or material or the negligent driving of the Contractor and/or Consultant
16.2 The Company’s maximum liability pursuant to or arising out of this Agreement shall be limited (insofar as is permitted by law) to £1,000,000. The Company shall not be liable for any special indirect or consequential damages or loss (including but not limited to loss of profit (direct or indirect), business, revenue, goodwill, anticipated savings and/or any claims made under third party contracts) arising out of any failure by the Company to perform any obligations under this Agreement.
16.3 The Client shall indemnify and keep indemnified the Company against any Losses incurred by the Company arising out of this Agreement and/or as a result of any breach of this Agreement by the Client.

17. Client obligations

Unless otherwise agreed in writing with the Company, the Client shall not be responsible for providing working space for the Contractor and/or the Consultant or any necessary equipment, resources or facilities. The Client shall indemnify and keep indemnified the Company on demand from and against all loss, expense, interest and liability suffered or incurred by the Company as a result of any claim by the Contractor and/or the Consultant or the Consultant’s estate arising out of:
17.1 The contracting of any disease or illness (physical or mental) by, or any injury to, or the death of, the Consultant incurred during the course of the performing the project; or
17.2 Any damage to the property of the Contractor or the Consultant suffered in the course of performing the Project for the Client (including, without limitation, legal and other expenses incurred in defending any such claim). The Client shall maintain valid and adequate insurance in order to cover its potential liability under this Condition and this Agreement generally.
17.3 The Client warrants and confirms if the Company issues, or caused to be issued, any advertisement in order to source potentially suitable service providers to provide the Services (or similar services), the Client has, prior to any such issue, given the Company authority to source such service providers.
17.4 The Client warrants and confirms that it has given to the Company sufficient information in order for the Company properly to consider the suitability of the Contractor to perform the Services, including but not limited to details of the Services including, but not limited to, the project specification, skill requirements, any risks to health and safety known to the Client and the steps taken by the Client to prevent or control such risks.
17.5 The Client acknowledges whilst every effort is made by the Company to ensure a reasonable standard of skill, integrity and reliability from the Contractor and to provide the Contractor in accordance with the Client’s requirements, the Client shall take appropriate steps to satisfy itself as to the suitability, competence, integrity and qualifications of the Contractor.
17.6 The Client shall ensure that no act or omission occurs which constitutes unlawful discrimination, bullying or harassment of any Contractor in connection with the performance of the Services.

18. Tax

18.1 The Contractor and the Consultant shall be jointly and severally liable for any and all taxes, imposts, duties, levies, withholdings, national insurance contributions (or the equivalent in other jurisdictions) and other charges in the nature of taxation, together with any interest, penalty, fine or surcharge in respect of the same, whether of the UK or elsewhere in the world, which may arise in respect of, or become chargeable by reference to, work carried out by the Contractor or the Consultant for the Client (“Taxation”).
18.2 In the event that the Company becomes liable for any Taxation, or any claim is made against the Company asserting any such liability, as a result of a breach by the Client of any of the terms and conditions of this Agreement, the Client shall fully and effectively indemnify the Company on demand against such liability and against costs and expenses, including professional advisers’ fees, incurred in defending any such claim.

19. Conduct of Employment Agencies and Employment Business Regulations 2003

19.1 The Consultant has given notice to the Company that the Conduct of Employment Agencies and Employment Businesses Regulations 2003 as amended or re-enacted from time to time (the “Regulations”) do not apply to the agreement between the Contractor and the Company. In the event that the Consultant withdraws such notice before commencing the Project, the Company shall notify the Client of that fact and, in such circumstances, the commencement of the Project may be delayed by such time as is necessary to enable compliance with the Regulations.
19.2 The Company shall be acting in the capacity of an employment business as defined under the Conduct Regulations.

20. Notices

Notices requiring to be served under this Agreement shall be served via email or letter to the relevant party and at the relevant address specified in the Statement of Work. Notice shall be deemed served 24 hours after the issue of such email or letter provided the email or letter has been properly addressed and sent, in the case of letter, by first class mail, special delivery or courier for delivery on the next Normal Working Day.

21. Force Majeure

The Company shall not be in breach of this Agreement nor liable for any failure or delay in performance of any obligations under this Agreement arising from or attributable to acts, events or circumstances beyond the Company’s reasonable control including, but not limited to, Acts of God, fire, flood, storm, tornado, earthquake, war, terrorist attack, civil war, civil commotion, riots, interruption or failure of a utility service, strikes or labour disputes (but not where they involve the Company’s employees) strikes or labour disputes (but not where they involve the Company’s employees) or government action (but not regulatory or legislative change) (a “Force Majeure Event”). The Company shall use reasonable endeavours to mitigate the effect of the Force Majeure Event and to resume the performance of its obligations, in whole or in part, as soon as reasonably practicable.

22. GENERAL

Entire Agreement This Agreement sets out the entire agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. This Agreement applies to the exclusion of any terms or conditions contained in any quotation, proposal or other document submitted to or by the Company.
The Client acknowledges that it has not been induced to enter into this Agreement in reliance on, nor has it been given, any warranty, representation, statement, assurance, undertaking, indemnity or commitment of any nature other than as expressly set out in these Conditions or the Statement of Work and, to the extent that it has been so induced, the Client unconditionally and irrevocably waives any claims, rights or remedies which it might otherwise have had in relation to the same. This provision does not apply in circumstances of fraud or fraudulent concealment by the Company.
Subject to Condition 2 as regards deemed agreement to extensions of this Agreement and to Conditions 3.9, as regards the Company’s right to vary the fees payable under this Agreement in the circumstances provided for in those Conditions, variations to this Agreement shall require the written approval signed by Directors of both parties.
Variations Subject to clause 2.5 as regards to extensions of this Agreement, variations to this Agreement shall require the written approval signed by the Director of both parties.
Waiver No waiver of any breach shall constitute a waiver of that or any future breach or of any right or remedy of either party in that respect or preclude or restrict the further exercise of that or of any other right or remedy.
Severability If any part of this Agreement is found to be invalid, illegal or unenforceable in any jurisdiction, that provision or part of a provision shall, to the extent required, be deemed to be deleted and not to form part of this Agreement in the relevant jurisdiction, but this will not affect the remainder of the Agreement, or the validity, legality or enforceability of the provision in any other jurisdiction, which will remain in full force and effect.
Governing Law and Jurisdiction the Agreement is governed by the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English Courts.
Neither party shall be entitled to enter into any contract on behalf of the other or pledge the credit of the other.
Headings are for convenience only and do not affect or restrict the interpretation of the Conditions.
Survival The rights and obligations of the parties which by their nature are intended to survive termination or expiry of this Agreement shall remain in full force and effect after such termination or expiry.
Third Party Rights This Agreement shall not give any rights to the third parties other than to the subsidiaries, trading divisions, brands or associated companies of SystemsAccoutants Limited as provided for in paragraph 1.3 and excludes all legislation which purports to do so. Other than for those entities within the definition of “Company”, no person who is not a party to the Agreement may enforce any of its terms.
Assignment and sub-contracting
(a) This Agreement is personal to the Client and it shall not it shall not be entitled to assign or sub- contract its obligations or rights hereunder to any third party without the prior written consent of the Company.
(b) The Company shall however be entitled to sub-contract its obligations under the Agreement to any third party or to assign this Agreement to any company within the Company’s group of companies. In the event of any assignment, all references to the Company shall be deemed to refer to the assignee.
(c) [Only applicable where the Conduct Regulations do apply -See Clause 19] Any sub-contracting or assignment by the Company in accordance with Clause(b) above) shall be subject to the Client’s prior consent (such consent not to be unreasonably withheld or delayed) if the relevant Company group company is an employment business as defined under the Conduct Regulations. Company.
Advertising The Client hereby gives its authority to the Company to issue or cause to be issued any and all advertisements about positions which the Client seeks to fill and in whatever form and media the Company deems to be appropriate and the Client warrants and confirms that if the Company issued, or caused to be issued, any advertisement in order to source potentially suitable service providers to provide the Services (or similar services), the Client had, prior to any such issue, given the Company authority to source such service providers.