Contract Terms of Business

1. About these terms

1. 1.1These terms are between The 15 ("we", "us", "our"), and the organisation receiving our services ("you", "your").
2. 1.2When we supply a Contractor to work for you, we act as an employment business under the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (the "Conduct Regulations").
3. 1.3These terms apply to every Contractor we Introduce or supply to you. They replace any terms you send us, including terms on a purchase order, unless one of our directors agrees otherwise in writing.
4. 1.4You accept these terms when the first of these happens: you accept them in our client area or in writing; you ask us to find a Contractor; you interview a Contractor we Introduced; you allow a Contractor to start work; or you sign a Timesheet.
5. 1.5We confirm the details of each Assignment in an Assignment Schedule. If the Assignment Schedule conflicts with these terms, the Assignment Schedule applies to that Assignment.

2. Definitions

1. 2.1Contractor means an individual we supply to you. They may work through their own limited company (a "PSC"), through an umbrella company, or as our employee or worker paid through PAYE. Where relevant, it includes their PSC or umbrella company.
2. 2.2Assignment means each period during which we supply a Contractor to you.
3. 2.3Contractor Rate means the hourly or daily rate for the Contractor's work stated in the Assignment Schedule. For Contractors paid through our PAYE payroll, it includes employer's National Insurance, holiday pay, employer pension contributions and the Apprenticeship Levy, where they apply.
4. 2.4Charges means the Contractor Rate plus 15% of the Contractor Rate, plus VAT.
5. 2.5Introduce, Engage, Group Company and Working Day have the same meanings as in our Permanent Terms of Business.
6. 2.6Timesheet means the weekly record of hours or days worked by the Contractor.
7. 2.7Relevant Period means the later of 14 weeks from the first day the Contractor worked for you on an Assignment, and 8 weeks from the last day they worked for you on an Assignment. When working out the first day, ignore any Assignment that came before a gap of more than 42 days in which the Contractor did not work for you.
8. 2.8AWR means the Agency Workers Regulations 2010.
9. 2.9Off-payroll Working Rules means Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 and the matching National Insurance rules, often called IR35.
10. 2.10Status Determination Statement has the meaning given in the Off-payroll Working Rules.

3. Our service

1. 3.1We find, assess and Introduce Contractors who match your brief. People make those decisions, not software.
2. 3.2We only Introduce a Contractor after they have agreed to be Introduced to you for that Assignment.
3. 3.3Before an Assignment starts, we take the steps required by regulations 19 to 22 of the Conduct Regulations. We also confirm the Contractor's identity and right to work through a certified Identity Service Provider.
4. 3.4We may decline a role, or stop work on it, at any time. We will always decline a role if, in our reasonable opinion, the rate is below the market rate.
5. 3.5We may work with other recruitment firms to fill your role. If we do, we remain your single point of contact and the Charges do not change.
6. 3.6We do not promise to find a suitable Contractor, or that a Contractor will complete an Assignment.

4. Charges and invoices

1. 4.1You will pay the Charges for every hour or day worked, as shown on authorised Timesheets.
2. 4.2Our margin is always 15% of the Contractor Rate. Each invoice shows the Contractor Rate and our margin separately.
3. 4.3Expenses are payable only if you agree them in writing in advance. We recharge them at cost, with receipts and with no margin.
4. 4.4We invoice weekly in arrears unless the Assignment Schedule says otherwise. You must pay within 14 days of the invoice date.
5. 4.5If the cost of supplying a Contractor changes because of a change in the law, or because the AWR or the Off-payroll Working Rules require it, the Contractor Rate will change to match. Our margin stays at 15%. We will tell you in writing before the change applies.
6. 4.6VAT is added to the Charges at the rate in force on the invoice date.
7. 4.7If you pay late, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. We may also suspend the supply of Contractors while any invoice is overdue.
8. 4.8If you dispute an invoice, tell us within 7 days of receiving it and give your reasons. You must pay any undisputed part on time.

5. Timesheets

1. 5.1The Contractor will submit a Timesheet each week. You will authorise it, or tell us why you cannot, within 2 Working Days.
2. 5.2By authorising a Timesheet, you confirm the hours or days worked.
3. 5.3If you do not authorise a Timesheet, you must still pay for the work actually done.

6. Your responsibilities

1. 6.1Before an Assignment starts, you will give us the information required by regulation 18 of the Conduct Regulations, as listed in clause 4.1 of our Permanent Terms of Business.
2. 6.2You will provide a safe place of work, the induction, training and equipment the Contractor needs, and any risk assessments the law requires.
3. 6.3You will tell us straight away about any accident, complaint, misconduct or concern involving a Contractor.
4. 6.4You will not ask a Contractor to do work, or work in a location, that is materially different from the Assignment Schedule without agreeing it with us first.
5. 6.5You will not use a Contractor to replace workers taking part in industrial action, where the law prohibits it.
6. 6.6You will keep Contractor information confidential and use it only for the Assignment.

7. Agency Workers Regulations

1. 7.1This clause applies where a Contractor is an agency worker under the AWR. This usually applies to Contractors paid through PAYE or an umbrella company.
2. 7.2From their first day, you will give the Contractor access to your collective facilities and amenities, and information about relevant vacancies, as required by regulations 12 and 13 of the AWR.
3. 7.3After 12 weeks in the same role with you, the Contractor is entitled to the same basic pay and working conditions as if you had recruited them directly.
4. 7.4Before each Assignment starts, and whenever we ask, you will give us accurate and complete information about the pay and conditions of a comparable employee.
5. 7.5The Contractor Rate will change to reflect any equal treatment the AWR requires. Our margin stays at 15%.
6. 7.6You will indemnify us against any loss we suffer because you give us inaccurate information under this clause, or fail to meet your own duties under the AWR.

8. IR35: the Off-payroll Working Rules

1. 8.1This clause applies when a Contractor works through their own PSC.
2. 8.2Before each Assignment starts, you will tell us in writing whether you are a small company for the purposes of the Off-payroll Working Rules.
3. 8.3If you are small, the Contractor's PSC decides whether the Off-payroll Working Rules apply. We will ask the PSC to confirm its decision in writing.
4. 8.4If you are not small, you must, before the Assignment starts:
   • decide whether the Off-payroll Working Rules apply to the Assignment, taking reasonable care;
   • give a Status Determination Statement, with your reasons, to us and to the Contractor; and
   • have a process to respond to any disagreement with your decision within 45 days.
5. 8.5If the Off-payroll Working Rules apply, we or the relevant fee-payer will deduct income tax and National Insurance as required. The Contractor Rate will increase to cover employer's National Insurance and the Apprenticeship Levy. Our margin stays at 15%.
6. 8.6You will indemnify us against any tax, National Insurance, interest or penalties we pay because you did not issue a Status Determination Statement, did not take reasonable care, or gave us wrong information about your size.

9. Transfer fees

1. 9.1If you Engage a Contractor other than through us during the Relevant Period, you will pay a transfer fee. This also applies if you Introduce the Contractor to a third party who Engages them during the Relevant Period.
2. 9.2The transfer fee is 15% of the Contractor's first-year Remuneration, as defined in our Permanent Terms of Business. If the Contractor is Engaged on a day rate, Remuneration is the day rate multiplied by 220. If they are Engaged on an hourly rate, it is the hourly rate multiplied by 1,650.
3. 9.3Instead of paying the transfer fee, you may choose an extended period of hire of 13 weeks. To do this, tell us in writing before you Engage the Contractor. During the extended period, we will supply the Contractor on the same terms and Charges. At the end of it, you may Engage the Contractor with no transfer fee.
4. 9.4If we cannot supply the Contractor for the whole of the extended period, no transfer fee is payable.
5. 9.5The transfer fee is payable within 14 days of the first day of the Engagement.
6. 9.6If you Engage a person we Introduced for a contract role, but who was never supplied to you, within 12 months of the Introduction, our Permanent Terms of Business apply and the Fee is 15% of first-year Remuneration.

10. Ending an Assignment

1. 10.1If you reasonably find a Contractor unsuitable, tell us straight away with your reasons. If you tell us within the first 4 hours of the Assignment and the Contractor stops work then, we will not charge for those hours.
2. 10.2Either of us may end an Assignment by giving the notice stated in the Assignment Schedule. If none is stated, the notice is 5 Working Days.
3. 10.3Either of us may end an Assignment immediately if the Contractor commits gross misconduct, or is no longer legally able to do the work.
4. 10.4You will pay the Charges for all work done up to the end of the Assignment.
5. 10.5If a Contractor leaves, we will try to find a replacement. We do not promise to.

11. Liability and insurance

1. 11.1Contractors work under your supervision, direction and control where the Assignment requires it.
2. 11.2We are not liable for any loss caused by a Contractor's acts or omissions, including negligence, dishonesty or misconduct, unless the loss was caused by our own negligence.
3. 11.3You will have suitable insurance for your own liabilities, including employer's liability insurance where the law requires it.
4. 11.4Neither of us is liable for loss of profit, revenue, business or goodwill, or for any indirect or consequential loss.
5. 11.5Our total liability under or in connection with any Assignment is limited to the greater of our margin paid for that Assignment in the 12 months before the claim and £5,000.
6. 11.6Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.
7. 11.7You will indemnify us against any loss we suffer because you breach clause 6, 7, 8 or 13.

12. Intellectual property and confidentiality

1. 12.1Our contracts with Contractors provide that work they create for you during an Assignment belongs to you once you have paid the Charges for it.
2. 12.2If you need a Contractor to sign a separate confidentiality or intellectual property agreement, tell us before the Assignment starts.
3. 12.3Each of us will keep the other's confidential information secret, and only use it for the purposes of these terms.

13. Data protection

1. 13.1We and you are each an independent controller of Contractor personal data under UK GDPR and the Data Protection Act 2018.
2. 13.2You will use Contractor data only for the Assignment, keep it secure, and tell us within 48 hours of any personal data breach affecting it.
3. 13.3Neither of us will make a decision about a Contractor based solely on automated processing.
4. 13.4Our Privacy Policy explains how we handle personal data.

14. General

1. 14.1Either of us may end these terms at any time by written notice. Assignments already running continue on these terms until they end. Clauses 4, 7.6, 8.6, 9, 11 and 13 continue after these terms end.
2. 14.2These terms are the whole agreement between us about our services. Neither of us has relied on anything not written in them.
3. 14.3We may update these terms by giving you 30 days' written notice. An update does not affect an Assignment already running. Any other change must be in writing and agreed by both of us.
4. 14.4Neither of us may transfer our rights under these terms without the other's consent, except that we may transfer them to a buyer of our business.
5. 14.5Notices may be sent by email. Our address is hello@the15.co.uk. Yours is the address you used to brief us, unless you tell us otherwise.
6. 14.6No one else has any right to enforce these terms, under the Contract (Third Party Rights) (Scotland) Act 2017 or otherwise.
7. 14.7If any part of these terms is found invalid, the rest continues to apply.
8. 14.8If you are unhappy with our service, please use our Complaints Procedure.
9. 14.9These terms are governed by the law of Scotland. The Scottish courts have exclusive jurisdiction.

Schedule: Assignment Schedule

Contact: hello@the15.co.uk.