|Sunday, 1 April 2018|
|Terms between N-gage Marketing Ltd (The Agency) whose registered address is at Unit I, The Old Bakery, Golden Square, Petworth, West Sussex GU28 0AP and the person with whom the agency agrees to provide or procure provision of goods/or services during any assignment. Hereinafter referred to as the client.|
|The client appoints the agency to provide or procure the services in connection with and during the assignment(s) upon the terms hereinafter appearing provided always that the client shall as a condition precedent duly pay all sums reserved by these terms and duly observe and perform the provisions of these terms on the part of the client. The client hereby acknowledges that the agency shall not be liable for the suitability or otherwise of any venue event goods services stock or equipment or any other goods or services utilised in connection with the provision services pursuant to these terms selected by or requested by the client otherwise than upon the express written advice of the agency.|
|In these terms the following phrases shall bear the following meanings:”Applicant” any person placed by or through the company with the client to provide services to or for the client or so registered for placement with the company.|
|These terms shall constitute the entire agreement between the agency and the client and shall apply to all agreements between the agency and the client to the exclusion of all other terms including any terms which the client may purport to impose under any client purchase order or similar document. These terms shall be deemed accepted by the client when the client instructs the agency that it wishes to engage applicants to fulfil an assignment or that the agency shall otherwise provide or procure the provision of services. Any variation to these terms must first be agreed by the agency.|
|No job shall commence until the agency receives a purchase order from the client. This serves as the agencies confirmation.|
|If the invoice is under £2000 (Excl VAT): Payment required within 30 days of the invoice date. (Unless otherwise stated)|
|If the invoice is between £2001 and £50 000(Excl. VAT): Then, 50% is required upon receipt of client purchase order. The balance to be paid in full within 30 day of invoice date unless otherwise stated.|
|If the invoice is over £50 000 (Excl. VAT) Then, 70% is required upon receipt of the clients purchase order. The balance to be paid in full within 30 days of invoice date unless otherwise stated.|
|If the invoice is under £2000 (Excl VAT): Payment required within 30 days of the invoice date. (Unless otherwise stated)|
|If the invoice is between £2001 and £50 000(Excl. VAT): Then, we will require 50% upon receipt of client purchase order. The balance to be paid in full within 30 day of invoice date unless otherwise stated.|
|If the invoice is over £50 000 (Excl. VAT) Then, we will require 70% upon receipt of the clients purchase order. The balance to be paid in full within 30 days of invoice date unless otherwise stated.|
|2.1 All fees’ shall be paid to the agency without any deduction or legal or equitable set off whatsoever.|
|2.2 All costs and expenses incurred by the company or for which there is a commitment on behalf of the client together with all applicable VAT or other relevant tax duty or impost thereon at any time and at all times shall be paid by the client to the agency or as the agency shall otherwise direct on first demand at any time by the agency.|
|2.3 Without prejudice to the generality of the foregoing the agency reserves the right in its absolute discretion to require the payment of the deposit in such an amount as the agency may specify where the agency has agreed to incur costs and expenses in connection with an assignment on behalf of the client.|
|2.4 The agency reserves the right to charge an additional 1.7% of fees payable hereunder in respect of any insurance affected by the agency in connection with the assignment.|
|2.5 The agency reserves the right to charge the client interest at the rate of 7% above Barclays Bank base rate from time to time on the balance outstanding on all unpaid invoices from the due date to the date of payment.|
|2.6 All sums payable hereunder are exclusive of VAT and the client agrees in addition to pay all applicable VAT thereon.|
|The client may not cancel any assignment unless such cancellation takes place before commencement of the assignment and with the written consent of the company which the company may in its absolute discretion withhold without ascribing any reason therefore.|
|3.1 Where cancellation takes place more than 48 hours before the date specified for the commencement of the assignment, 50% of the value of the agreed fees, together with all applicable VAT thereon shall be paid.|
|3.2 Where cancellation takes place less than 48 hours before the date specified for the commencement of the assignment, 100% of the value of the agreed fees, together with all applicable VAT thereon shall be paid.|
|3.3 Any deposit paid shall not be refunded in any circumstances where cancellation takes place within 48 hours of the specified commencement date.|
|4. Restriction on Direct Engagement of the agency’s staff or Suppliers|
|4.1 Introductions made by the agency are confidential and the benefit of any introduction made to a client shall not be capable of assignment.|
|4.2 The client hereby agrees, undertakes and shall procure that neither the client nor any principle of the client with whom the client has contracted to procure the services of the company pursuant on these terms shall directly or indirectly (either as principle or as agent) canvass or solicit any applicant within 12 months from the date the applicant or supplier ceases to provide services in connection with any assignment.|
|4.3 Should the client refer any applicant or supplier to any other person within the clients subsidiaries, or related companies or any other third party the client shall forthwith thereafter from time to time become liable for payment of and pay to the agency £750 exclusive of VAT for and on the occasion of each and every engagement of that applicant with or by any such subsidiary, related company or third party subsequently resulting within six calendar months of the introduction of the applicant or supplier to the client.|
|5. Dissatisfaction Procedure|
|5.1 In the event that the client is not satisfied with the personnel provided by the agency, the client must notify the agency within the first three hours of the event starting.|
|5.2 If the client does not so notify the agency, the client shall be deemed to have accepted the personnel and the agency will accept no liability in respect thereof and the client shall not be entitled to reject the personnel or claim discount.|
|5.3 No warranty is given by the company as to the suitability of any applicant and the client that shall be solely responsible for obtaining and verifying references, qualifications, and otherwise satisfying itself as to the suitability of the applicant for the assignment in which the applicant is utilised.|
|6. Storage of uniform|
|Where the agency is responsible for looking after the uniform for the client, the agency reserves the right to charge the client for any storage, maintenance and carriage costs which may be incurred, having given reasonable notice to the client.|
|The agency shall not be liable for any breach of any stated or implied conditions and warranties on the part of the company pursuant to these terms, including negligence, breach of statutory duty or otherwise arising in connection with the performance, purported performance or failure of the company to perform.|
|These terms shall not exclude or limit liability for personal injury including death, which results from negligence on the part of and for which the company shall be found to be liable. Furthermore, the statutory rights of the client where he deals as a consumer shall not be affected.|
|8.1 The client will keep the company indemnified and pay / repay / indemnify or reimburse to the company on demand as the case may be all costs / claims / losses / liabilities / demands / insurance excesses or shortfalls proceedings or damages (including legal expenses) howsoever arising as a result of the company agreeing to provide or procure the provision of any service pursuant to these terms or as a result of any breach non observance or non performance of warranties of the client and the client obligations.|
|8.2 Any and all liability of the company whatever to the client for any indirect loss / expense / loss of profit suffered or incurred by the client are hereby excluded.|
|8.3 That unless otherwise agreed in writing, risk in all items of stock and equipment supplied by or on behalf of the client shall remain with the client.|
|9. Intellectual property rights|
|9.1 The client hereby grants or procures the grant to the company with full title guarantee such irrevocable royalty free license and consent (and in the case of moral rights grants such waver thereof) as the company may require in order to:|
|(a) Lawfully use the client intellectual property and the works for the purpose of carrying out and completing the assignment.|
|(b) Lawfully use the client intellectual property and the works at all times during the following determination of any agreement with the client governed by these terms to publicise and market the goods and/or services of the company.|
|9.2 The client shall indemnify the company on demand against all costs / claims / losses / liabilities demands proceedings or damages (including legal expenses) howsoever arising as a result of any third party claim that the use of the client intellectual property and the works in accordance with the provisions of these terms infringes any intellectual property fight of any third party or otherwise arising as a result of any breach of the stated warranties.|
|If the client shall enter into liquidation or bankruptcy or any arrangement with or for the benefit of its creditors or is in breach of its obligations hereunder the company by notice in writing to the client may terminate any agreement with the client with immediate effect without prejudice to the rights of the company which have accrued up to such date of termination.|
|11.1 All the provisions of these terms which are intended by their nature to survive the cancellation termination or expiry of any agreement between the company and the client relating to any assignment governed by these terms shall continue in force following such cancellation termination or expiry for so long as may be required to give effect thereto.|
|11.2 Any agreement governed by these terms shall be read, construed and take effect in accordance with the laws of England an the parties hereto expressly agree to submit to the non executive jurisdiction of the English courts.|
|11.3 Nothing in any agreement governed by these terms shall confer or purport to confer on any third party any benefit or the right to enforce any term of any agreement governed by these terms for the purpose of the contracts (Rights of third parties) Act 1999.|
Catering Terms and Conditions
‘Minimum Fee’: our minimum fee is 5 hours per staff member multiplied by the rate agreed with you in advance of the event
1 Our Assurances
1.1 We warrant that each Worker has been individually interviewed and assessed and has been chosen for your Event or Job on the basis of their presentation, experience and attitude.
1.2 On your written request we will perform security checks on prospective Workers on an Assignment, provided such checks are permissible under Data Protection legislation and/or any other relevant laws and regulations. You agree to indemnify us and keep us indemnified against any loss and damage suffered by us arising from our performance of such security checks at your request.
1.3 Should a Worker fail to arrive at your Event or Job or be unable to perform an Assignment satisfactorily, we will use our reasonable endeavours to replace them with an appropriate Worker. However, you agree that this will be your sole remedy in relation to such failures and we will have no further liability to you.
1.4 The Client will remain responsible for payment of any earnings to Workers and accountable to the Inland Revenue in relation to such earnings.
1.5 The client confirm that they maintain suitable Employers Liability Insurance and Public Liability Insurance with a limit of at least £5 million respectively.
2 Your Responsibilities
2.1. You will be responsible for all Workers from the moment they arrive at an Event or Job until you dismiss them at the end of an Event or Job. During an Event or Job the Workers will be under your sole direction and supervision and we will bear no liability whatsoever for any errors or omissions caused by a Worker due to your lack of control, instruction, or suitable supervision.
2.2. You undertake to ensure that reasonable, safe and adequate working conditions are provided for Workers at your Event or Job and Workers will be fully briefed before commencing the Services and given adequate and prompt assistance as and when required thereafter. You are solely responsible for the health and safety of Workers while they are providing the Services to you. For the avoidance of doubt this includes travel to and from an Event or Job whether arranged by you or by us in accordance with your instructions.
2.3. You will, in all matters arising in relation to an Assignment, comply with all Acts of Parliament, including European Legislation that is applicable to an Event or Job and/or the provision of the Services. In particular, you undertake to comply with all relevant health and safety legislation and work policies and all other rights and regulations to which Workers are entitled. This includes breaks; of which workers have the right to one uninterrupted 20 minute rest break during their working day if they work 6 hours or more in one assignment. Employers can dictate when employees take rest breaks during work time as long as it is not at the beginning or end and workers are allowed to spend it away from their workstation. It doesn’t count as a rest break if an employer says an employee should go back to work before their break is finished.
2.4. You will effect and maintain suitable insurance including Employers and Public Liability insurance with a reputable insurance company to cover you against any liabilities which may arise out of or in connection with the performance of your obligations to Workers during an Assignment and such insurance should cover the holding of the Event or Job as well as the guests who attend, our staff and all operators and contractors and other personnel working at the Event or Job.
2.5. You acknowledge and agree that you must satisfy yourself that Workers provided by us pursuant to an Assignment are suitable and able to safely operate any equipment, machinery and vehicles required within the scope of the Services they are to provide, prior to the commencement of the Event or Job.
2.6. If you decide a Worker is not suitable for an Event or Job you must inform us within the first three hours of the event stating why the person is deemed to be unsatisfactory and we will use our reasonable endeavours to provide a replacement Worker. We cannot guarantee that we will be able to provide a replacement worker and accept no liability for failing to do so.
2.7. You agree to comprehensively insure any vehicle used by a Worker in the course of providing you with Services and to ensure that such vehicle is road worthy and does not breach any statute, law or regulation.
2.8. You acknowledge that Workers may refuse to serve alcohol to any person attending an Event if in their opinion that individual is drunk, is underage or is obtaining alcohol on behalf of an individual who is drunk or underage even where this contravenes a direct instruction from you or your employees.
2.9. You will indemnify us and keep us indemnified against any loses, claims, demands, actions, proceedings, damages and other costs arising out of your failure to comply with your obligations in these terms and conditions and/or pursuant to an Assignment and for any liability incurred by us arising from your acts or omissions or those of the guests at your Event or Job.
3. Transfer Fees
3.1 Introductions made by the agency are confidential and the benefit of any introduction made to a client shall not be capable of assignment.
3.2 The client hereby agrees, undertakes and shall procure that neither the client nor any principle of the client with whom the client has contracted to procure the services of the company pursuant on these terms shall directly or indirectly (either as principle or as agent) canvass or solicit any applicant within 12 months from the date the applicant or supplier ceases to provide services in connection with any assignment.
3.3 Should the client refer any applicant or supplier to any other person within the clients subsidiaries, or related companies or any other third party the client shall forthwith thereafter from time to time become liable for payment of and pay to the agency £750 exclusive of VAT for and on the occasion of each and every engagement of that applicant with or by any such subsidiary, related company or third party subsequently resulting within six calendar months of the introduction of the applicant or supplier to the client.
4. Agency Workers Regulations
4.1 You acknowledge that the Agency Workers Regulations 2010 (“AWR”) may apply to the Workers engaged by you under this Agreement. If applicable, the Workers shall qualify for equal treatment under AWR (including “Day 1 Rights” and rights after a qualifying period of 12 weeks (“Qualifying Period”).
4.2 You are responsible for compliance with the Day 1 Rights in accordance with Regulations 12 and 13 of AWR (rights of Agency Workers in relation to access to collective facilities and amenities).
4.3 You acknowledge we have no responsibility or ability to provide the Day 1 Rights and that you shall indemnify and hold us harmless in respect of any claim relating to Day 1 Rights by a Worker.
4.4 To enable us to comply with our obligations under AWR you shall as soon as possible prior to the commencement of each Assignment and/or during each Assignment (as appropriate) and at any time we request inform us of any weeks in which the Worker has worked in the same or a similar role with you via any third party prior to the date of commencement of the relevant Assignment and/or during the relevant Assignment which may count towards the Qualifying Period. You shall also provide details of where, when and the period(s) during which such work was undertaken and any other details reasonably requested by us, within two (2) working days of the request.
4.5 You shall provide, subject to data protection legislation, within two (2) working days of any request from the Company, accurate and comprehensive “Comparator” information as defined under AWR with specific reference to Regulation 5.(2) and 6 of the regulations, to enable us to comply with our obligations under AWR. You shall also provide the Company with written details of its pay and benefits structure, bonus and appraisal processes, if applicable, and any variations of the same. You shall advise us of any subsequent changes to Comparator information supplied to us (including, but not limited to, pay increases and bonus payments which impact the Comparator data). In addition, for the purpose of awarding any bonus to which the Worker may be entitled under AWR you shall provide us with all assistance as may be reasonably requested in connection with the assessment of the Worker’s performance for the purpose of awarding any bonus.
4.6 On completion of the Qualifying Period a Worker shall be entitled to the same basic working conditions, and employment terms and conditions as they would have received had they been employed directly by you. We will assess, based on information provided by you, the impact of the Comparator information on the supply of the Worker and shall advise you of any change to fees or terms and conditions applicable to the Worker’s Assignment and the effective date of change.
4.7 You shall inform us in writing of any:(a) oral or written complaint the Worker makes to you which is or may be a complaint connected with rights under AWR;(b) written request for information relating to the AWR rights that you receive from the Worker; as soon as possible but no later than seven (7) days from the day in which any such oral or written com-plaint or request is received by you. You will take such action and give such information and assistance as we may request, and within any such timeframe requested by us, in order to resolve any such complaint or to provide any such information in a written statement to the Worker within 28 days of our receipt of such a request in accordance with Regulation 16 of AWR. If you respond directly to the Worker, you shall provide us with a copy of any such written statement. 8. Limitation of Liability
5.1 Subject to clause
5.2 in no circumstances will we be liable for any indirect, consequential or incidental injury, loss (including, but not limited to, loss of profit or loss of business), damage cost or expense of any kind whatever, even if we knew or had been advised of such possibility.
5.2. We do not seek to limit or exclude our liability for death or personal injury resulting from our negligence where it is not lawful to do but in every other circumstance whether in contract, tort (including negligence), misrepresentation (unless fraudulent), strict liability or other liability, including liability for the acts or defaults of our employees, agents, contractors or the Workers our maximum liability to you will not exceed the Minimum Fee for each Assignment performed in the three months prior to the event causing such liability.
6.1 We will not be held liable or be deemed to be in breach of these conditions by reason of any delay in performing or failure to perform any of our obligations hereunder if the delay or failure is due to any cause beyond our reasonable control which may include without limitation an act of God, national emergency, disruption by other hostilities, prohibitive Government regulations, substantial inclement weather, police advice, ill health or any other cause beyond our reasonable control rendering performance by us impossible, impracticable or otherwise such that the services or the event cannot reasonably be expected to take place.
6.2 Neither party may assign any rights or liabilities under these terms and conditions without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
6.3 Nothing in these terms and conditions is intended to infer on any third party any benefit or the right to enforce any term of the agreement.
6.4 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions and the remainder of the provisions in question will not be affected.
6.5 Nothing in these terms and conditions will create, or be deemed to create, a partnership or a relationship of employer and employee or agent and principal between the parties.
6.6 These terms and conditions together with each Assignment constitute the entire agreement between the parties and supersede any previous arrangements and agreements relating to the same subject matter.
6.7 These terms and conditions prevail over your standard conditions, any conditions customary in the trade and conditions, which may have been previously applied between the parties. For the avoidance of doubt the provision set out in an Assignment are in addition to and, where relevant, supersede the provisions of these terms and conditions.
6.8 Any waiver, substitution, modification or addition to this contract must be expressly agreed in writing by the parties
6.9 These terms and conditions and each Assignment will be governed by the laws of England.