About

Terms and Conditions

Terms of Business

These Terms of Business govern the use of any of the services offered by Neway International Limited and Neway International Limited T/as appRapid (registered Company No. 04843833) of Crescent House, Angel Hill, Bury St Edmunds, Suffolk, IP33 1UZ “the Employment Business” either through the Services via its web Application and/or mobile Applications or through having had an Agency Worker Introduced or supplied by the Employment Business via any means. Your use of the services and the Service, including accepting and undertaking Engagements, constitutes your acceptance of and agreement to, all of the following terms and conditions:

1. Definitions & Interpretation

1.1. In these Terms the following definitions apply:

“AETR” means the European Agreement Concerning the Work of Crews of Vehicles Engaged in International Road Transport of 1 July 1970;

“Agency Worker” means an individual introduced by the Employment Business who works

temporarily under the supervision and direction of the Hirer and provides services to the Hirer;

“Agency Workers Regulations” means the Agency Workers Regulations 2010;

“Application” means the Application developed, owned and operated by the Employment Business, either via the respective iOS and Android applications or via the website;

“Assignment” means assignment services to be performed by the Agency Worker for the Hirer for a period of time during which the Agency Worker is supplied by the Employment Business to work temporarily for the Hirer;

“Assignment Details” means written confirmation of the assignment details agreed with the

Hirer prior to commencement of the Assignment;

“AW Rating” means an assessment rating of the Agency Worker issued by a Hirer via the Application;

“AWR Claim” means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;

“Calendar Week” means any week commencing on Monday and ending the following

Sunday;

“Charges” means the charges of the Employment Business calculated in accordance with clause 9.1 and as may be varied from time to time in accordance with these Terms;

“Hirer Account” means the account you open with the Employment Business when you

“Commencement Date” means the date you register an account on the Application or the date

upon which the Hirer engages the services of the Employment Business

and for the avoidance of doubt all the provisions of these Terms shall be deemed to become effective at this date;

Comparable Employee” means as defined in Schedule 1 to these Terms;

“Conduct Regulations” means the Conduct of Employment Agencies and Employment

Businesses Regulations 2003;

“Confidential Information” means any and all confidential commercial, financial, marketing,

technical or other information or data of whatever nature relating to the Hirer or the Employment Business or their business or affairs (including but not limited to these Terms, data, records, reports, agreements, software, programs, specifications, know-how, trade secrets and other information concerning the Assignment) in any form or medium whether disclosed or granted access to whether in writing, orally or by any other means, provided to the Agency Worker or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;

“Control” means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;

“Data Protection Laws” means the Data Protection Act 2018, the General Data Protection

Regulation (EU 2016/679) and any applicable statutory or regulatory provisions in force from time to time relating to the protection and transfer of personal data;

“Driving Legislation” means the Transport Act 1968, the AETR, the RT(WT)R and the EU

Drivers’ Hours Regulation;

“Engagement” means the engagement, (including the Agency Worker’s acceptance of the Hirer’s offer) employment or use of the Agency Worker by the Hirer or any third party to whom the Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, under an agency, license, franchise or partnership arrangement, or any other engagement; or through a limited company of which the Agency Worker is an officer, employee or other representative; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;

“EU Drivers’ Hours Regulation” means Regulation (EC) No. 561/2006 of the European Parliament and of the Council of 15 March 2006;

“First Assignment” means:

(a) the relevant Assignment; or

(b) if, prior to the relevant Assignment:

(i) the Agency Worker has worked in any assignment in the same role with the relevant Hirer as the role in which the Agency Worker works in the relevant Assignment; and

(ii) the relevant Qualifying Period commenced in any such assignment,

that assignment (an assignment being (for the purpose of this defined term) a period of time during which the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Hirer to work temporarily for and under the supervision and direction of the relevant Hirer);

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“Force Majeure Event” means any circumstance beyond the reasonable control of a party

which renders the continued providing or receiving of all or part of the services in accordance with these Terms illegal or impossible, including, but not limited to fire, flood, Act of God, riot, civil disturbance, industrial dispute (not directly involving either party), war or sabotage;

“Hirer” means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker is introduced;

“Hirer's Group” means (a) any individual, company, partnership, statutory body or other

entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;

“Introduction” means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Agency Worker; or (ii) the Hirer’s interview of the Agency Worker (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply a temporary worker; or (iii) the supply of the Agency Worker; and, in any case, which leads to an Engagement of the temporary worker or the Agency Worker; and “Introduced” and "Introducing" shall be construed accordingly;

“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;

“Mobile Worker” means any "mobile worker" as defined under the RT(WT)R, namely any

worker forming part of the travelling staff, including trainees and apprentices, who is in the service of an undertaking which operates transport services for passengers or goods by road for hire or reward or on its own account;

“Period of Availability” means a "period of availability" as defined under the RT(WT)R, namely,

a period during which the Mobile Worker is not required to remain at his/her workstation (having the same meaning as defined under the RT(WT)R), but is required to be available to answer any calls to start or resume driving or to carry out other work, including periods during which the Mobile Worker is accompanying a Vehicle being transported by a ferry or by a train as well as periods of waiting at frontiers and those due to traffic prohibitions provided that the Mobile Worker knows before the start of the period about that period of availability and the reasonably foreseeable duration of the period of availability;

“Period of Extended Hire” means any additional period that the Hirer needs the Agency Worker to

be supplied for, beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;

“Qualifying Period” means 12 continuous Calendar Weeks during the whole or part of which

the Agency Worker is supplied by one or more Temporary Work Agencies to the relevant Hirer to work temporarily for and under the supervision and direction of the relevant Hirer in the same role, and as further defined in Schedule 1 to these Terms;

“Relevant Period” means (a) the period of 8 weeks commencing on the day after the last

day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the first day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment;

“Relevant Terms and Conditions” means, for the purposes of the Agency Workers Regulations, terms and

conditions relating to:

(a) pay;

(b) the duration of working time;

(d) rest periods;

(e) rest breaks; and

(f) annual leave

that are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;

“Remuneration” 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 and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Agency Worker for services provided to or on behalf of the Hirer or any third party;

“RT(WT)R” means the Road Transport (Working Time) regulations 2005 and/or the Road Transport (Working Time) Regulations (Northern Ireland) 2005;

“Service(s)” means the service(s) delivered by the Application;

“Shift” means one or more recurring periods in which an Agency Worker provides services in relation to a single Assignment;

“Temporary Work Agency” means as defined in Schedule 1 to these Terms;

“Term” means the period during which these Terms shall remain in force commencing on the Commencement Date and ongoing until either party terminates or these terms are overwritten and accepted by both parties;

“Terms” means these terms of business (including the attached schedules) together with any applicable Assignment Details;

“Transfer Fee” means the fee payable by the Hirer in accordance with clause 11 of these Terms and Regulation 10 of the Conduct Regulations;

“User” means a Hirer that registers for an account and engages an Agency Worker via the Employment Business;

“Vehicle” means a “goods vehicle” as defined under the RT(WT)R;

“Vulnerable Person” means any person who by reason of age, infirmity, illness, disability or

any other circumstance is in need of care or attention, and includes any person under the age of eighteen;

“Working Time” means "working time" as defined under the RT(WT)R, namely, the time

from the beginning to the end of work during which the Agency Worker is at his/her workstation (as defined under the RT(WT)R, at the disposal of the Hirer and/or the Employment Business and/or a Temporary Work Agency and exercising his/her functions or activities, including:

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(a) time devoted to all road transport activities including, in particular, driving, loading and unloading, assisting passengers boarding and disembarking from a Vehicle, cleaning and technical maintenance, and all other work intended to enhance the safety of the Vehicle, its cargo and passengers or to fulfil the legal or regulatory obligations directly linked to the specific transport operation under way, including monitoring of loading and unloading and dealing with administrative formalities with police, customs, immigrations officers nod others; or

(b) time during which the Agency Worker cannot dispose freely of his/her time and is required to be at his/her workstation, ready to take up normal work, with certain tasks associated with being on duty, in particular during periods awaiting loading or unloading where their foreseeable duration is not known in advance, that is to say either before departure or just before the actual start of the period in question, or under collective agreements or workforce agreements,

the terms "workstation", "collective agreements" and "workforce agreements" having the same meaning as defined under the RT(WT)R);

“WTR” means the Working Time Regulations 1998 and/ or the Working Time Regulations (Northern Ireland) 1998; and

“You” means the reference to a Hirer.

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 these Terms 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 these Terms) and all subordinate legislation made (before or after these Terms) under it from time to time.

2. The Contract

2.1. These Terms constitute the contract between the Employment Business and the Hirer for the Introduction of an Agency Worker by the Employment Business to provide services for the Hirer and prevail over any other and are deemed to be accepted by the Hirer upon registration for an account, or upon the Hirer engaging the services of the Employment Business, or the passing of any information by the Hirer about an Agency Worker to any third party following an Introduction.

2.2. These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.

2.3. the Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when introducing Agency Workers for Assignments with the Hirer.

2.4. When supplying Agency Workers the Employment Business will be a Temporary Work Agency.

2.5. The Employment Business will accept bookings for Assignments given by authorised representatives of the Hirer. The Hirer may be given access (at the appropriate level) to the Application and its Services, by the Employment Business. All directions and actions associated with an Engagement indicated by these authorised representatives, render the Hirer liable under these Terms and Conditions.

2.6. You accept that your use of the Application and its Service is done so under these Terms and that the Employment Business may, at its sole discretion, change these Terms with or without notice from time to time. Your use of the Application and its Service after any changes have been posted, confirms your agreement to the new Terms and if the Employment Business deem any of the changes to be significant, we will notify Hirers by email, in advance (to your email address registered with us). The most recent version of these Terms will be available on the Neway International Website and within the Application with the corresponding date that it was last updated.

3. Application/Service User Accounts

3.1. Hirers, using the Application are required to create an Account in order to access the Application and use the Services. By joining, a Hirer confirms that it is legally capable of entering into binding contracts.

3.2. All User Accounts are associated with individuals and all Users are responsible for their Accounts, including making sure that all User details are correct and kept up-to-date and for maintaining the security of their password/access. A Hirer may nominate a number of authorised personnel, permitted to request or order services, within their User account and it is the responsibility of the Hirer for ensuring Account security and access regarding these representatives.

If a Hirer has any reason to believe that its Account has become compromised, contact the Employment Business. We may suspend that account while we try to resolve the issue and will contact you accordingly.

3.3. We reserve the right to refuse, at our discretion, to register and/or verify any person or entity as a User.

4. Application Content

4.1. We may change or remove content, and/or functionality of the Application at any time.

4.2. We do not guarantee that the Application, or any content within it, will always be available or be uninterrupted and the quality of the Application may be affected by a number of factors including, but not limited to, network connection and/or internal network, as well as any interference or maintenance work.

4.3. If a disruption or disturbance occurs on the Application or any part of it, or if the Application or any part of it is temporarily out of use or inoperative for any reason, including any restriction to allow for repairs, maintenance or the introduction of new facilities or services, you accept that we shall not be liable for any consequences of, or damages resulting from such interruptions, disturbances or disruptions. We will endeavour to restore the Service as soon as practicably possible.

4.4. We have the right to update the software associated with the Application at any time.

4.5. We do not guarantee that the Application, or any content on it, will be free from errors or omissions. At any time, the Application and Service within, may include links to other websites, applications or web properties and these links are provided for user benefit. You acknowledge and accept that we have no control over, or responsibility for, the content of the linked websites, applications or web properties and bear no liability in relation to any of them.

5. User Covenant/Licence

5.1 The Application will allow you to submit your “Content” to post Assignments (this may include, but is not limited to, text, pictures, information and/or other types of content) (the “Content”), and you grant us an irrevocable and unrestricted, royalty free, non-exclusive licence to use, reproduce, modify, publish, communicate or transmit or display any of your Content in connection with the provision, operation, maintenance, development, marketing and improvement of the Application and Service and for the business needs of the Employment Business. You accept that this means we are able to use the Content for such purposes and this includes licence to use the Hirer’s name, logos, product and service names for the purpose of, but without limitation to, the promotion of the Application and Service.

5.2 You irrevocably and unconditionally waive any rights in any Content but this does not affect your rights or our obligations under the Privacy Policy of the Employment Business.

5.3 You acknowledge and accept that we have no liability in any connection with any Content and that you are solely and entirely responsible for your Content and the consequences of posting or publishing it.

5.4 The Employment Business will not guarantee or be liable for any unauthorised copying, distribution or use of your Content and the Employment Business does not endorse or recommend any opinions expressed in such Content.

5.5 You warrant and undertake, by uploading and publishing your Content, that you are the creator and owner of the Content, and that you will comply with all your obligations regarding uploading content to the Application. For the avoidance of doubt this includes all obligations set out in Clause 9.1 and you warrant that the Content is accurate and complete in all respects and will remain so at all times whilst using the Application.

6. Application Service Users

You agree that you will not:

6.1. use the Application or the Service for any unlawful purposes, or impersonate any other person, or conduct yourself in an offensive or abusive manner within the Application;

6.2. mask your identity in any way whatsoever, including the use of false email addresses or the use of virtual private networks;

6.3. advertise, sell or offer to sell, any goods or services for any commercial purpose on the Application which are not relevant to the services offered via and within the Application;

6.4. upload, share or submit content that is in any way unlawful, or may be interpreted as, obscene, indecent, sexually explicit, offensive, libellous, depicting violence, threatening, abusive or harassing. You further agree that all content you upload, share or submit will not be, in any way, discriminatory or cause annoyance, inconvenience or anxiety to any person or be in breach of hate speech or discrimination legislation;

6.5. upload, share or submit any content that infringes any proprietary rights of any third party;

6.6. upload, share or submit any content that is false, misleading, deceptive or inaccurate;

6.7. use the Service to solicit for any other business or service, that is not related to the use of the Service as outlined by these Terms;

6.8. attempt to disable, modify or otherwise interfere with any part of the design and function technology of the Application, including any attempt to access the accounts of other Users or uploading, sharing or submitting Content containing any spy ware, viruses or corrupt files or any malicious code designed to disrupt the functionality of the software, hardware or any other part of the Application;

6.9. abuse or manipulate the rating/review system on the Application;

6.10. contact the Agency Workers of the Employment Business for employment or any other purpose that is not related to the use of the Service as outlined by these Terms;

6.11. copy or harvest any data from any web pages contained within the Application;

6.12. do or omit to do anything which would bring the Employment Business, the Application, our suppliers or other Users into disrepute or in any way damage our, or their reputation, or interfere with another User’s use and enjoyment of the Application in any other manner that could damage, disable, or impair the Application and Service available to them; or

6.13. otherwise use the Service in violation of these Terms

We may suspend, restrict or terminate your Account and your access to the Service if we believe that you have breached these Terms.

7. Hirer Obligations

7.1. To enable the Employment Business to comply with its obligations under the Conduct Regulations, the Hirer undertakes to provide to the Employment Business, details of the position which the Hirer seeks to fill, including the following:

7.1.1. the type of work that the Agency Worker would be required to do;

7.1.2. the location and hours of work;

7.1.3. the experience, training, qualifications and any authorisation which the Hirer considers necessary or which are required by law or any professional body for the Agency Worker to possess in order to work in the position;

7.1.4. any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;

7.1.5. the date the Hirer requires the Agency Worker to commence an Assignment and the duration or likely duration of it;

7.1.6. any information reasonably required by the Employment Business to assist it in complying with its duties under the Agency Workers Regulations and the Working Time Regulations and the Hirer will not do anything to cause the Employment Business to be in breach of its obligations under these Regulations.

7.2. The Hirer will assist the Employment Business in complying with its duties under such provisions of the Driving Legislation and the WTR as may be applicable and any other similar legislation as may be applicable to the Assignment in any country or countries by supplying any relevant information about and copies of any relevant documentation (including without limitation tachograph charts) relating to the Assignment, requested by the Employment Business, and the Hirer will not do anything to cause the Employment Business to be in breach of its obligations under such legislation.

7.3. In relation to any Vehicles and operations subject to the Goods Vehicles (Licensing of Operators) Act 1995 (the Act), it is a condition of these Terms that the Hirer:

7.3.1. holds a complete, accurate and up-to-date operator's licence under the Act throughout the period of any Assignment and the Hirer hereby warrants that it holds such a licence;

7.3.2. will comply with all of its obligations for obtaining and maintaining such operator's licence under the Act; and

7.3.3. will upon request permit the Employment Business to inspect and take copies of the Hirer's operator's licence.

7.4. The Hirer accepts responsibility to ensure that all transport time schedules which it implements and any other arrangements regarding working time in relation to the Assignment will conform in full to the requirements of the Driving Legislation and the WTR as may be applicable to the Assignment and any other similar regulations in any country or countries applicable to the Assignment.

7.5. In relation to Agency Workers, the Hirer will comply with its obligations under Regulation 12 (Rights of agency workers in relation to access to collective facilities and amenities) and 13 (Rights of agency workers in relation to access to employment) of the Agency Workers Regulations.

7.6. To enable the Employment Business to comply with its obligations under the Agency Workers Regulations, in relation to each Agency Worker, the Hirer undertakes to inform the Employment Business of any weeks the Agency Worker has worked for the Hirer in the same or similar role and to give to the Employment Business any applicable information associated with the Agency Worker gaining Qualifying Status under the Agency Workers Regulations

7.6.1. save where the Agency Worker will not complete the Qualifying Period during the term of the Assignment, to:

7.6.1.1. provide the Employment Business with written details of the basic working and employment conditions the Agency Worker would be entitled to for doing the same job if the Agency Worker had been recruited directly by the Hirer as an employee or worker at the time the Qualifying Period commenced or with those of a Comparable Employee, such basic working and employment conditions being the Relevant Terms and Conditions;

7.6.1.2. inform the Employment Business in writing whether the Relevant Terms and Conditions provided are those of a hypothetical directly recruited employee or worker or those of a Comparable Employee and if those of a Comparable Employee, provide the Employment Business with a written explanation of the basis on which the Hirer considers that the relevant individual is a Comparable Employee; and

7.6.1.3. inform the Employment Business in writing of any variations in the Relevant Terms and Conditions made at any time during the relevant Assignment after the Qualifying Period commenced; and

7.6.2. save where the Agency Worker will not complete the Qualifying Period during the term of the Assignment, to provide the Employment Business with written details of its pay and benefits structures and appraisal processes and any variations of the same.

7.7. In addition, for the purpose of awarding any bonus to which any Agency Worker may be entitled under the Agency Workers Regulations, the Hirer will:

7.7.1. integrate the Agency Worker into its relevant performance appraisal system and provide information to the Employment Business accordingly;

7.7.2. assess the Agency Worker's performance and provide the Employment Business with all other assistance it may request in connection with the assessment for the purpose of awarding any bonus.

7.8. The Hirer will comply with all of the requests for information by the Employment Business and any other requirements to enable the Employment Business to comply with the Agency Workers Regulations.

7.9. The Hirer undertakes to comply with all statutory duties applicable in respect of any Assignment, including (without limitation) making proper arrangements to ensure that the following matters are compliant with the relevant statutory obligations: driving licences and permits, drivers' hours and records, the issue, collection and other use of tachograph data, drivers cards and company cards, maintenance and safety of all Vehicles driven, operated or used by any Agency Worker, all duties under health and safety regulations, road traffic and liability insurances including fully comprehensive insurance for the Vehicle and its contents. The Hirer agrees to allow the Employment Business to inspect and take copies of any relevant policies of insurance and any other relevant documentation.

7.10. The Hirer will take all reasonable steps and give any reasonable instructions to the Agency Worker for the purpose of ensuring that the performance of the Assignment complies with the Department of Transport's Highway Code and any other rules regarding road safety applicable to the country or countries in which any journeys (or portion of journeys) take place.

7.11. The Hirer warrants accordingly that all information and documentation supplied to the Employment Business in accordance with clauses 7.2, 7.3, 7.6, 7.7 and 7.8 is complete, accurate and up-to-date and it will, during the term of the relevant Assignment, immediately inform the Employment Business in writing of any subsequent change in any information or documentation provided in accordance with clauses 7.2, 7.3 7.6, 7.7 and 7.8

7.12. Without prejudice to clauses 17.9 and 17.10 the Hirer shall inform the Employment Business in writing of any:

7.12.1. oral or written complaint any Agency Worker makes to the Hirer which is or may be a complaint connected with rights under the Agency Workers Regulations; and

7.12.2. written request for information relating to the Relevant Terms and Conditions that the Hirer receives from the Agency Worker

as soon as possible but no later than 7 calendar days from the day on which any such oral complaint is made to or written complaint or request is received by the Hirer and the Hirer will take such action and give such information and assistance as the Employment Business may request, and within any timeframe requested by the Employment Business, in order to resolve any such complaint or to provide any such information in a written statement to the Worker within 28 days of the Hirer's receipt

of such a request in accordance with Regulation 16 of the Agency Workers Regulations and the Hirer will provide the Employment Business with a copy of any such written statement.

7.13. The Hirer shall in respect of any Engagement provide the Agency Worker with appropriate on-site health and safety training as may be required by law.

7.14. The Hirer shall not, during the course of any Engagement, direct an Agency Worker to work other than in accordance with the terms of the assignment as detailed by the Hirer or posted by the Hirer on the Application.

7.15. The Hirer undertakes that it knows of no reason why it would be detrimental to the interests of the Agency Worker for the Agency Worker to fill the Assignment.

7.16. The Hirer agrees that the minimum hourly rate at which any Agency Worker may be paid for any Engagement shall be either:

a) the total of the National Living Wage rate under applicable laws as amended from time to time plus the amount to fully and entirely account for any payment in lieu of holiday that is or would become due and payable to the Agency Worker in accordance with applicable laws; or

b) where the Agency Worker performing an Engagement, becomes a Qualified Agency Worker under the Agency Workers Regulations, the total of an hourly rate that is required for the Hirer and the Employment Business to comply with their obligations under regulation 5 of the Agency Workers Regulations, plus, an amount to fully and entirely account for any payment in lieu of holiday that is or would become due and payable to the Agency Worker in accordance with applicable laws and hereby warrants to the Employment Business that any amounts specified for an Assignment shall be in compliance with this clause.

7.17. The Hirer acknowledges and agrees that an Agency Worker may cancel an Engagement or shift at any time with or without any prior notice and without any liability on behalf of the Employment Business.

7.18. If the Hirer wishes to make any changes to any of the Terms of any of its Assignments then the Hirer must seek prior written approval from the Employment Business to do so and the Employment Business may, in its sole discretion, approve or reject such a request. It is mandatory to submit any request for changes to an Assignment no later than 24 hours prior to the commencement of the relevant Shift or Engagement and if a request is made within 24 hours of the commencement of the relevant Shift or Engagement, to change the terms of an Assignment, or the terms of the Assignment are changed without seeking approval, the Employment Business may charge a fee of 2 hours of each associated Agency Workers time calculated in accordance with the hourly charge rate agreed under the terms of the Engagement.

7.19. Cancellation of a Shift or Engagement by the Hirer is subject to a charge equal to the rate for two hours of each of the associated Agency Workers time calculated in accordance with the hourly charge rate agreed under the terms of the Engagement. This hourly charge rate shall include all elements applicable in paragraph 9.1 and the Service fees.

7.20. Should the Hirer wish to change, amend or cancel an Engagement, the request must be made via the Application, or by email to the Employment Business’s Customer Services team on supportme@apprapid.co.uk or by communication with the offices of the Employment Business.

7.21. The Hirer accepts that the Agency Worker may decline to work beyond the contracted hours agreed under the terms of the Engagement, but where the Agency Worker does agree to work such additional hours, such time shall be paid by the Hirer at the same hourly rate including all elements applicable in paragraph 9.1 and the Service fees.

7.22. The Hirer warrants that they shall not post Assignments or request the engagement of any Agency Worker(s) in Assignments where such Agency Worker(s) would be performing duties normally performed by any worker(s) taking part in official industrial action.

7.23. The Hirer agrees that promptly following the completion of an Assignment by the Agency Worker, via the Application, it shall provide, via the Application, a rating of the Agency Worker (AW Rating) based on the following non-exclusive factors: punctuality, attitude ability & expertise etc. The Hirer warrants that each such AW Rating will be, to the best of their knowledge, true, accurate and not misleading, and will reflect an overall impression of the Agency Worker gained during the Assignment.

8. Information to be provided by the Employment Business to the Hirer

8.1 When Introducing a Worker to the Hirer, the Hirer shall have access to the following information:

a. the identity of the Worker;

b. that the Worker has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body or the Hirer to work in the Assignment;

c. that the Worker is willing to work in the Assignment; and

d. the Charges.

8.2 In relation to any Vehicles and operations subject to the Act, to assist the Hirer to comply with the relevant provisions of the Act, the Employment Business agrees to provide the Hirer, upon reasonable written request, with such information as is available to the Employment Business about any driving assignments carried out by the Agency Worker in the seven calendar days immediately preceding the commencement of an Assignment with the Hirer, provided that the Agency Worker shall have worked for a client or customer of the Employment Business during those 7 calendar days.

9. Timesheets & Charges

9.1 The Hirer agrees to pay to the Employment Business the total amount payable in respect of any Engagement, including but not limited to;

a. the Agency Worker’s agreed hourly rate of pay;

b. the amount equal to any paid holiday leave to which the Agency Worker is entitled under the Working Time Regulations and, where applicable, the Agency Workers Regulations and which is accrued during the course of an Assignment;

c. any other amounts to which the Worker is entitled under the Agency Workers Regulations, where applicable;

d. Employer’s National Insurance contributions and Employer’s Pension contributions;

e. the Apprenticeship Levy amount associated with the engagement;

f. any bonus that the Hirer awards to the Agency Worker;

g. any travel, hotel expenses, driving charges, tolls, congestion charges or other expenses as may have been agreed with the Hirer or, if there is no such agreement, such expenses as are reasonable; and

h. the Service Fee Commission of the Employment Business, calculated as a multiplier of the amalgamation of the above.

9.2. The Charges are invoiced to the Hirer on a weekly basis and are payable, by bank transfer, within 14 days of the date of an undisputed invoice and the Employment Business reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment;

9.3. The right is reserved by the Employment Business, to apply, at its own discretion, a credit limit to any account. This limit will be visible to the Hirer within the Application and it will be the responsibility of the Hirer to remain within the terms of the account, in order to keep the account active;

9.4. All Hirers acknowledge that the working week runs from 00.00 on a Monday morning until 11.59 on a Sunday night and all Agency Workers’ timesheets are calculated weekly on this basis;

9.5. Premium Credit account Hirers who pay on terms after invoice adhere to the following:

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a. Hirers agree that all timesheets for the preceding week, including any Time Adjustments applied for, must be approved by the Hirer by 11.59pm GMT on the following Tuesday.

Approval of the timesheet by the Hirer is confirmation of the number of hours worked. Where the Hirer fails to approve a timesheet within this timeframe, this does not absolve the Hirer from its obligation to pay the charges and with the exception of applied for but yet to be approved Time Adjustments, such timesheet will be automatically approved at 00.01 on the Wednesday and be deemed to have been approved by the Hirer and the Hirer shall be fully liable to pay for all of the time recorded on such timesheet.

b. The Hirer will be provided by the Employment Business, a weekly invoice setting out the details of all shifts/Engagements completed by Agency Workers engaged by the Hirer between

00.00 on Monday until 11.59pm on Sunday the preceding week. Where the assignment completes before the end of the week, the invoice will be raised to the Hirer as soon as the timesheet and any Time Adjustments, where applicable, have been approved by the Hirer. If the Hirer fails to approve the timesheet the invoice will be raised after undergoing automatic approval and the Hirer will be deemed to have approved the timesheet and be fully liable to pay for all of the time recorded on such timesheet.

9.6. Timesheets may not be rounded for any amount out of the favour of the Agency Worker.

9.7. Premium Credit accounts are allocated to Hirers entirely at the consent of the Employment Business and may be withdrawn with or without notice should the account fall outside of its terms;

9.8. Hirers using the Application who book with Debit or Credit Card must observe and adhere to the following;

a. The Hirer agrees that all timesheets for the day must be approved by the Hirer the following day from when the shift starts by 17.00hrs and where the Hirer fails to approve a timesheet within such time, such timesheet shall be deemed to have been approved by the Hirer and the Hirer shall be liable to pay for all the time recorded on such timesheet and all fees associated with it;

b. the 120% of the total payable amount for the booking created will be pre-authorised from the payment card no later than 2 days before the start time of the booking at Midday;

c. the actual amount calculated based on the timesheet will be deducted from the payment card at 10.00am on the following day after the timesheet has been approved by the Hirer, or the following day after the timesheet automatically approves at 11.59pm on a Tuesday, or two days after the end of the assignment, whichever is the earlier;

9.9. No refunds are payable in respect of the Charges of the Employment Business.

9.10. The Hirer shall not be entitled to decline to approve a timesheet on the basis that it is dissatisfied with the work performed by the Agency Worker. In the event that the Hirer is dissatisfied with the Agency Worker the provisions of clause 13.2 below shall apply.

9.11. For any matters associated with chargebacks, refunds and /or disputes the Hirer will use the Employment Business as their channel of communication and point of contact.

9.12. Any Purchase Order Number input into the Application is done so by the Hirer and for the benefit of the Hirer only and the Employment Business bears no responsibility for any discrepancy rendering any amounts on a Purchase Order number inconsistent with its corresponding invoice and the invoice will be due in its entirety as it would have been in the absence of a Purchase Order number.

9.13. For the avoidance of doubt the responsibility and liability for any tickets, fines, penalties or similar for parking, speeding or any other motoring or driving offences rests between the Hirer and the Agency Worker and the Employment Business accepts no responsibility or liability for such.

9.14. The Hirer’s obligations under this clause shall be performed without any right of the Hirer to invoke set-off, deductions, withholdings or other similar rights.

9.15. the Employment Business may with or without notice, suspend or terminate a Hirer’s access to the Service and Application, if the Hirer’s account falls outside of its terms or any agreed written revision and/or alteration of it; and

9.16. VAT is payable at the applicable rate on the entirety of the Charges;

10. Payment of the Agency Worker

the Employment Business assumes responsibility for paying the Agency Worker and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to the Worker pursuant to sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003.

11. Transfer/Introduction Fees

11.1. The Hirer shall be liable to pay a Transfer/Introduction Fee if the Hirer Engages an Agency Worker introduced by the Employment Business other than via the Employment Business or introduces the Agency Worker to a third party and such introduction results in an Engagement of the Agency Worker by the third party other than via the Employment Business and where the Agency Worker has been supplied by the Employment Business, such Engagement takes place during the Assignment or within the Relevant Period, or where the Agency Worker has not been supplied, such Engagement takes place within 3 months from the date of the Introduction to the Hirer. The transfer fee will be calculated in accordance with Schedule 2 and will be due in full.

11.2. If the Hirer wishes to Engage the Agency Worker other than via the Employment Business without liability to pay a Transfer/Introduction Fee, the Hirer may, upon giving two weeks written notice to the Employment Business, engage the Agency Worker for the Period of Extended Hire specified in Schedule 2. During such period of Extended Hire the Employment Business shall supply the Agency Worker on the same terms on which it supplied the Agency Worker during the Assignment and in any case on terms no less favourable than those terms which applied immediately before the Employment Business received the notice in this clause and the Hirer shall continue to pay the charges set out in clause 9.1

11.3. In the event of the Agency Worker being assigned to the Hirer by any other third party during the assignment or within the Relevant Period, the Employment Business will be entitled to the hourly charge equal to that charged during the assignment, and in accordance with paragraph 9.1, for all hours worked by the Agency Worker until such assignment is terminated, or be entitled to the Transfer Fee in full.

11.4. If the Hirer fails to give two weeks written notice of its intention to engage the Agency Worker other than via the Employment Business before such Engagement commences, the parties agree that the Transfer Fee shall be due in full.

11.5. No refund of the Transfer/Introduction Fee will be paid in the event that the Engagement of the Agency Worker, other than via the Employment Business, by the Hirer or by a third party to which the Hirer introduces the Agency Worker, terminates.

11.6. The Transfer/Introduction Fee will be calculated in accordance with Schedule 2.

11.7. VAT is payable in addition to any Transfer/Introduction Fee due.

12. Suitability checks and information to be provided in special situations

12.1. Where the Agency Worker is required by law, or any professional body to have any qualifications or authorisations to work on the Assignment or where the Assignment involves working with, caring for or attending one or more Vulnerable Persons, the Employment Business will take all reasonably practicable steps to obtain and offer to provide, to the Hirer, copies of any relevant qualifications or authorisations of the Agency Worker; and take such other reasonably practicable steps as are required to confirm that the Agency Worker is suitable for the Assignment. If the Employment Business has taken all reasonably practicable steps to obtain the information above and has been unable to do so fully, it shall inform the Hirer of the steps it has taken to obtain this information in any event.

12.2. The Hirer shall advise the Employment Business at the time of instruction to supply an Agency Worker, whether during the course of the Assignment, the Agency Worker will be required to work with, care for or attend one or more Vulnerable Persons or engage in regulated activity as defined in the Safeguarding Legislation.

12.3. The Hirer shall assist the Employment Business by providing any information required to allow the Employment Business to comply with its statutory obligations under the Safeguarding Legislation.

13. Unsuitability of the Agency Worker

13.1. The Hirer accepts that the responsibility for supervision, direction and control of the Agency Worker rests entirely with the Hirer, regardless of whether it is the Hirer themselves, or a separately appointed person who oversees the duties and performance of the Agency Worker. Correspondingly, the Hirer undertakes responsibility for the sufficient supervision of the Agency Worker to ensure the Hirer’s satisfaction with the Agency Worker’s standards of work and the Hirer accepts all responsibility for all instructions issued to the Agency Worker whilst responsible for their supervision, direction and control, and any liability for such instructions.

13.2. If the Hirer reasonably considers that the services of the Agency Worker are unsatisfactory, the Hirer may terminate the Assignment either by instructing the Agency Worker to leave the Assignment immediately, or by directing the Employment Business to remove the Agency Worker. the Employment Business may, in its absolute discretion, in such circumstances, reduce or cancel the Charges for the time worked by that Agency Worker, provided that the Hirer has notified the Employment Business immediately, that they have asked the Agency Worker to leave the Assignment or the Assignment terminates:

13.2.1. within 4 hours of the Agency Worker commencing the Assignment where the Assignment is for more than 7 hours; or

13.2.2. within 2 hours for Assignments of 7 hours or less;

and provided that notification of the unsuitability of the Agency Worker is confirmed in writing to the Employment Business within 48 hours of the termination of the Assignment.

13.3. The Employment Business shall notify the Hirer immediately if it receives or otherwise obtains information which gives it reasonable grounds to believe that any Agency Worker supplied to the Hirer is unsuitable for the Assignment and shall be entitled to terminate the Assignment forthwith without prior notice and without liability. Notwithstanding, the Hirer shall remain liable for all Charges incurred prior to the termination of the Assignment.

13.4. The Hirer shall notify the Employment Business immediately and without delay and in any event within 2 hours if the Agency Worker fails to attend work or if the Hirer becomes aware that they are unable to attend work for any reason.

14. Termination of these terms and any Assignment

14.1. The Employment Business may suspend, withdraw, terminate, discontinue or change any part of the Application and/or Service at any time without notice; Termination of these Terms for whatever reason shall not affect the accrued rights of the parties arising in any way out of these Terms as at the date of termination and in particular but without limitation the right to recover damages against the other and all other provisions which are expressed to survive these Terms shall remain in full force and effect.

14.2. For the avoidance of doubt, in the event of termination of these Terms the Hirer is obliged to pay the Employment Business for the supply of Agency Workers prior to the date of termination and should any of the Agency Workers continue to be retained on an Assignment after the date of termination of these Terms, the Hirer will continue to pay the relevant Charges until any such Assignment shall end.

15. Confidentiality and data protection

15.1. All information relating to an Agency Worker is confidential and subject to the Data Protection Laws and is provided solely for the purpose of providing work-finding services to the Hirer. Such information must not be used for any other purpose nor divulged to any third party and the Hirer undertakes to abide by the provisions of the Data Protection Laws in receiving and processing the data at all times.

15.2. The Employment Business undertakes to keep confidential all Relevant Terms and Conditions that the Hirer discloses to the Employment Business and not to use such information except for the purposes of compliance with the Agency Workers Regulations (including, for the avoidance of doubt and without limitation, when dealing with any request for information or complaint made by any Agency Worker or any AWR Claim).

15.3. Information relating to the business of the Employment 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.

15.4. The Hirer acknowledges and accepts that the Employment Business has no liability for any breach of confidentiality by an Agency Worker and the Hirer bears its own responsibility for maintaining confidentiality accordingly.

16. Intellectual property rights

All legal and intellectual property rights of the Application and any content within it, is owned by the Employment Business or licensed to us. Except for the right to use the ordinary functionality of the Application as granted under these Terms & Conditions, nothing within the Application grants you any licence or right to use, alter or remove such material.

17. Liability

17.1. No liability is accepted by the Employment Business for any loss, expense, damage or delay arising from any failure to provide any Agency Worker for all or part of the Assignment or from the negligence, dishonesty, misconduct or lack of skill, performance of the Agency Worker or if the Agency Worker 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.

17.2. Agency Workers supplied by the Employment Business pursuant to these Terms are engaged under contracts for services and they are not the employees of the Employment Business, but are deemed to be under the supervision and direction of the Hirer from the time they report to take up duties and for the duration of the Assignment and subsequently the Hirer agrees to be responsible for all acts, errors or omissions of the Agency Worker, whether wilful, negligent or otherwise as though the Agency Worker was on the payroll of the Hirer. The Hirer accepts and agrees that the Employment Business provides matchmaking services only, for Agency Workers and Hirers and has no responsibility for any other aspect of service delivery between the Agency Worker and the Hirer.

17.3. The Employment Business will not be liable in any aspect regarding lack of performance or unavailability or failure of the Application or Service or liable for damage or loss which may be incurred by the Hirer or any third party as a result of any transactions involving our Application and/or Service.

17.4. The Employment Business will not be liable for any failure to comply with these Terms where the failure arises from Force Majeure;

17.5. The Hirer shall advise the Employment Business of any special health and safety matters about which the Employment Business is required to inform the Agency Worker and about any requirements imposed by law or by any professional body, which must be satisfied if the Agency Worker is to fill the Assignment.

17.6. The Hirer will also comply in all respects with all statutory provisions as are in force from time to time including, but not limited to, the Working Time Regulations, the Data Protection Laws, Health and Safety At Work etc. Act 1974, the Management of Health and Safety at Work Regulations 1999, the Driving Legislation, all statutory requirements set out in clause 7.9, by-laws, codes of practice and legal requirements to which the Hirer is ordinarily subject in respect of the Hirer’s own staff (excluding the matters specifically mentioned in clause 10 above), including in particular the provision of adequate Employer’s and Public Liability Insurance cover for the Agency Worker(s) during all Assignments.

17.7. The Hirer undertakes not to request the supply of an Agency Worker to perform the duties normally performed by a worker who is taking part in official industrial action or duties normally performed by a worker who has been transferred by the Hirer to perform the duties of a person on strike or taking official industrial action.

17.8. The Hirer 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, these Terms by the Hirer.

17.9. The Hirer shall inform the Employment Business in writing of any AWR Claim which comes to the notice of the Hirer as soon as possible but no later than 7 calendar days from the day on which any such AWR Claim comes to the notice of the Hirer.

17.10. If any Agency Worker brings, or threatens to bring, any AWR Claim, the Hirer undertakes to take such action and give such information and assistance as the Employment Business may request, and within any timeframe requested by the Employment Business and at the Hirer’s own cost, to avoid, dispute, resist, mitigate, compromise or defend any such AWR Claim and to appeal against any judgment given in respect thereof.

18. Notices

All notices which are required to be given in accordance with these Terms shall be in writing and may be delivered personally or by first class prepaid post to the registered office, if a Company, or its principal place of business (in any other case) 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, or by email. 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, when that email is sent.

The Hirer acknowledges and accepts that the Employment Business does not monitor comments specified in free text fields on the Application and accordingly, the Hirer acknowledges and accepts that inputting data therein will not satisfy obligations under these Terms to inform the Employment Business of any relevant data in writing. Where the Hirer is required under these Terms to inform the Employment Business of something in writing it should do so in accordance with the clause above.

19. Severability

If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall be deemed modified to the minimum extent to make it legally enforceable and where this is not possible, the relevant part severed from the remaining Terms, which shall continue to be valid to the fullest extent permitted by applicable laws.

20. Assignment

a. The Employment Business shall be entitled to assign, transfer, sub-contract or in any other manner make over to any third party, the benefit and/or burden of these Terms.

b. The Hirer shall not assign, transfer, sub-contract or in any other manner make over to any third party the benefit and/or burden of these Terms.

c. If the Employment Business fails to exercise or enforce or delays exercising or enforcing any right(s) available to it under these Terms, such action will not constitute a waiver of that right/those rights under these Terms.

21. Force Majeure

If either party is prevented, hindered or delayed from performing its obligations under these Terms by a Force Majeure Event then that party’s obligations under these Terms shall be suspended for so long as the Force Majeure Event continues and to the extent that the party is so prevented hindered or delayed.

22. Governing Law & Jurisdiction

These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.

SCHEDULE 1: "COMPARABLE EMPLOYEE", "QUALIFYING PERIOD" and "TEMPORARY WORK AGENCY"

"Comparable Employee" means as defined in Regulation 5(4) of the Agency Workers Regulations being an employee of the Hirer who:

(a) works for and under the supervision of the Hirer and is engaged in the same or broadly similar work as the Agency Worker having regard, where relevant, to whether the employee and the Agency Worker have a similar level of qualification and skill; and

(b) works or is based at the same establishment as the Agency Worker or, where there is no comparable employee working or based at that establishment who satisfies the requirements of (a) above, works or is based at a different establishment and satisfies those requirements.

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For the purpose of the definition of "Qualifying Period" in clause 1.1 of these Terms, when calculating whether any weeks completed with the Hirer count as continuous towards the Qualifying Period, where:

(a) the Agency Worker has started working during an assignment and there is a break, either between assignments or during an assignment, when the Agency Worker is not working;

(b) the break is:

(i) for any reason and not more than six Calendar Weeks;

(ii) wholly due to the fact that the Agency Worker is incapable of working in consequence of sickness or injury and the break is 28 Calendar Weeks or less; paragraph (iii) does not apply; and, if required to do so by the Employment Business, the Agency Worker has provided such written medical evidence as may reasonably be required;

(iii) related to pregnancy, childbirth or maternity and is at a time in a protected period, being a period beginning at the start of the pregnancy and ending at the end of the 26 weeks beginning with childbirth (being the birth of a living child or the birth of a child whether living or dead after 24 weeks of pregnancy) or, if earlier, when the Agency Worker returns to work;

(iv) wholly for the purpose of taking time off or leave, whether statutory or contractual, to which the Agency Worker is otherwise entitled which is:

i. ordinary, compulsory or additional maternity leave;

ii. ordinary or additional adoption leave;

iii. ordinary or additional paternity leave;

iv. time off or other leave not listed in paragraphs (iv)i, ii, or iii above; or

v. for more than one of the reasons listed in paragraphs (iv)i, ii, iii to iv above;

(v) wholly due to the fact that the Agency Worker is required to attend at any place in pursuance to being summoned for service as a juror and the break is 28 Calendar Weeks or less;

(vi) wholly due to a temporary cessation in the Hirer's requirement for any worker to be present at the establishment and work in a particular role for a pre-determined period of time according to the established custom and practices of the Hirer;

(vii) wholly due to a strike, lock-out or other industrial action at the Hirer's establishment; or

(viii) wholly due to more than one of the reasons listed in paragraphs (ii), (iii), (iv), (v), (vi) or (vii); and

any weeks during which the Agency Worker worked for the Hirer before the break shall be carried forward and treated as counting towards the Qualifying Period with any weeks during which the Agency Worker works for the Hirer after the break. In addition, when calculating the number of weeks during which the Agency Worker has worked, where the Agency Worker has started working in a role during an Assignment and is unable to continue working for a reason described in paragraph (b)(iii) or (b)(iv)i., ii, or iii., for the period that is covered by one or more such reasons, the Agency Worker shall be deemed to be working in that role with the Hirer for the original intended duration or likely duration of the relevant Assignment, whichever is the longer.

"Temporary Work Agency" means as defined in Regulation 4 of the Agency Workers Regulations being a person engaged in the economic activity, public or private, whether or not operating for profit, and whether or not carrying on such activity in conjunction with others, of:

(a) supplying individuals to work temporarily for and under the supervision and direction of hirers; or

(b) paying for, or receiving or forwarding payment for, the services of individuals who are supplied to work temporarily for and under the supervision and direction of hirers.

Notwithstanding paragraph (b) of this definition a person is not a Temporary Work Agency if the person is engaged in the economic activity of paying for, or receiving or forwarding payments for, the services of individuals regardless of whether the individuals are supplied to work for hirers. For the purpose of this definition, a "hirer" means a person engaged in economic activity, public or private, whether or not operating for profit, to whom individuals are supplied, to work temporarily for and under the supervision and direction of that person.

SCHEDULE 2: TRANSFER / INTRODUCTION FEES

The Transfer/Introduction Fee referred to in clause 11 shall be:

The Transfer Fee referred to in clause 11 shall be calculated as follows: 6% of the remuneration payable to the Agency Worker during the first 12 months of the Engagement. For the avoidance of doubt, the annual remuneration of the Agency Worker will be calculated by averaging the remuneration of the previous weeks of supply of the Agency Worker to the Hirer (up to a maximum of the previous 52 weeks) and multiplying the average figure by 52. Where the actual amount of the remuneration is not known, the Transfer Fee will be the basic pay hourly Charges, multiplied by 100.

(b) The Period of Extended Hire, referred to in clause 11, before the Hirer Engages an Agency Worker shall be: 26 weeks. To qualify for a week to be included in the Period of Extended Hire, the Agency Worker must have completed a minimum of 7.5 hours work on Assignment to the Hirer, within each weekly pay reference period.

Agency Worker Transfer Dividend

All Agency Workers who are offered and accept a transfer from the Employment Business to work directly for one of our Hirers, will be paid an Agency Worker Transfer Dividend, subject to Terms & Conditions, upon notifying and evidencing to the Employment Business that they have been offered and accepted the role.