TERMS AND CONDITIONS OF BUSINESS FOR TEMPORARY ASSIGNMENTS

1. Scope of this Agreement

1.1 These Terms and Conditions shall apply to:

a. any Business proposed or undertaken by GP Connect for the Client; and

b. the Assignment, engagement or employment or other use by the Client of a Temporary Worker Introduced by GP Connect.

1.2 In the absence of written confirmation, the request for Locum cover, use by the Client of any CV or Locum’s details provided by GP Connect or the employment or engagement in any capacity, of any Temporary Worker Introduced by GP Connect will constitute acceptance by the Client of these Terms and Conditions.

1.3 These Terms and Conditions together with any documents referred to within them shall constitute the entire agreement between the Parties in relation to the Business, Assignment and/or the employment, engagement or other use by the Client of a Temporary Worker Introduced by GP Connect to the exclusion of all other agreements including any other terms and conditions of business or purchase conditions that the Client may attempt to impose in respect of the provision of

the Business.

1.4 GP Connect acts as an employment business for the purposes of the Conduct Regulations

2. The Temporary Worker

2.1 GP CONNECT shall use reasonable skill and care in the sourcing and Introduction of any Temporary Worker to the Client.

2.2 The Client shall provide GP CONNECT with details of the particular Assignment, including the anticipated Pay Rate, Assignment description and any other information reasonably necessary to enable GP CONNECT to assess the suitability of a Temporary Worker for that Assignment.

2.3 GP CONNECT shall confirm that a Temporary Worker has the right to work in the UK and shall obtain appropriate work references and details of academic and professional qualifications where appropriate (“Pre- Employment Screening”). GP CONNECT makes no warranty and shall not be liable for any loss or expense by the Client (including direct loss, indirect or consequential loss, loss of profit, loss of anticipated revenue, loss of reputation or regulatory fines) caused by any errors in Pre- Employment Screening arising directly or indirectly from incorrect, misleading or misrepresented information provided by the Temporary Worker or third parties who verify any element of the PreEmployment Screening (for example, a referee, a former employer or government agency).

2.4 GP CONNECT shall not be responsible for arranging work permits, insurance or other incidental requirements of the engagement of the Temporary Worker.

2.5 GP CONNECT gives no representation or warranty that any Temporary Worker is or will be willing and/or available to accept any Assignment.

2.6 The Client acknowledges that the final decision to engage the Temporary Worker on an Assignment rests with the

Client.

3. The Assignment

3.1 If the Client does not either dispute or approve the booking within 24 hours of receipt of the assignment confirmation, it will be deemed as approved by conduct and the assignment will go ahead as agreed.

3.2 GP CONNECT will not be liable for any and all losses, including direct losses, indirect or consequential losses, loss of profit, loss of actual or anticipated savings, loss of anticipated revenue, loss of reputation or regulatory fines, liabilities, costs and expenses (including legal costs and expenses) incurred by the Client arising from the Temporary Worker’s acts or omissions including their acts or omissions in the performance of their Assignment.

3.3 The Client will make GP CONNECT and the Temporary Worker aware of any security and/or health and safety requirements which GP CONNECT’s staff and/or the Temporary Worker must observe whilst at the Client’s premises.

3.4 The Client shall maintain a written or electronic record of the times worked by each Temporary Worker (a

“Timesheet”). The Timesheet shall be provided to GP CONNECT periodically (which shall be weekly unless otherwise agreed).

The approval of a Timesheet by the Client is irrevocable and shall entitle GP CONNECT to the appropriate Fees. Any Timesheet which is undisputed yet unapproved for a period of 7 or more days shall be deemed approved and will be invoiced as per the booking confirmation.

3.5 GP CONNECT reserves the right to replace the temporary worker if necessary. GP CONNECT will ensure the replacement GP is on the National Performer’s List and compliant to work within NHS Practices. If the GP National Performer’s List but the Client declines the replacement, the Client will be liable for the cancellation fee as per clause 8.

4. Fees

4.1 The Client shall pay both the Assignment Fees (which are GP CONNECT fees for the provision of its services) and the Pay Rate (which are the sums attributable to Temporary Workers’ pay, national insurance, apprenticeship levy and autoenrolment pensions).

4.2 The fees due under clause 4.1 shall be 20% of the total charge rate plus GP Pay Rate plus any employment costs plus GP CONNECT fees. Any agreement between the Parties regarding fees shall be confirmed by GP CONNECT either verbally or in writing (including by email). In the absence of express agreement on fees, where a placement for an Assignment is made, GP CONNECT shall be entitled to charge the aforementioned fees.

4.3 Assignment Fees are exclusive of any Value Added Tax which shall be charged by GP CONNECT at the prevailing rate.

4.4 Where there is any increase in the Pay Rate which is agreed between the Client and GP CONNECT or the Client and the Temporary Worker, GP CONNECT shall receive the corresponding increase in Assignment Fees from when the increase applies. Where GP CONNECT requests an increase in the Pay Rate on behalf of the Temporary Worker and the Client does not agree to such increase, then notwithstanding anything else which is agreed between the Parties, GP CONNECT may provide seven (7) days’ notice in writing to terminate the affected Assignment(s).

5. Direct Engagement of Temporary Workers by the Client

5.1 If the Client Directly Engages any Temporary Worker during the Relevant Period, the Client shall pay GP CONNECT the Transfer Fee. However, the Transfer Fee will not be payable if, as an alternative, the Client gives advance written notice to GP CONNECT that it intends to extend the Temporary Worker’s existing Assignment on the same terms and at the same Pay Rate for a further period of 12 months (the “Extended Assignment”) before it Directly Engages the Temporary Worker. The option of the Extended Assignment shall not be available to the Client where the Temporary Worker operates as a limited liability company that has opted out of the Conduct Regulations.

5.2 If the Client elects for an Extended Assignment but engages the Temporary Worker before the end of the Extended Assignment, the Transfer Fee will be charged by GP CONNECT, reduced proportionately to reflect the amount of the Extended Assignment paid for by the Client.

5.3 The provisions of clause 5.1 shall also apply where the Temporary Worker is originally engaged on Assignment on a

PAYE basis but is Directly Engaged through a limited liability company which has not opted out of the Conduct Regulations or vice versa.

5.4 If, after a Temporary Worker is Directly Engaged by the Client on a fixed term employment basis (other than following an Extended Assignment), and the fixed term (or any subsequent fixed term) is extended, or the Temporary Worker accepts a direct assignment or employment with the Client, the Client shall pay a further Transfer Fee (or Transfer Fees in the case of multiple extensions). The Client must notify GP CONNECT immediately of any extension to fixed term assignment, employment and/or offer of permanent employment.

6. Additional Costs

6.1 GP CONNECT shall be entitled to any Additional Costs. Unless stated otherwise, Additional Costs will only be incurred by or with the Client’s approval and be charged at rates agreed between the Parties in writing. Such Additional Costs will be payable by the Client, even if the Assignment to which such Additional Costs are attributable is not secured.

7. Payment Terms

7.1 The Client shall pay all GP CONNECT invoices in full, within seven (7) days of the date of an GP CONNECT invoice without any right of set off.

7.2 Except as otherwise agreed in writing between the Parties, all Fees shall be invoiced following the approval of the applicable Timesheet. GP CONNECT shall be entitled to invoice any and all Additional Costs immediately after they have been incurred by GP CONNECT.

7.3 The Client is deemed to have accepted an GP CONNECT invoice if no dispute is raised in respect of the same, within seven (7) days of the date of such invoice. All disputes shall be dealt with promptly, in good faith and escalated to the

appropriate levels within GP CONNECT. For the avoidance of doubt, no disputed payment shall permit the Client any right of set off against future invoices or permit the Client to fail to discharge any other GP CONNECT invoice issued pursuant to these Terms and Conditions.

7.4 Any third-party costs and/or expenses (including legal fees and other professional fees) incurred by GP CONNECT in recovering amounts overdue pursuant to these Terms and Conditions shall be payable by the Client.

8. Assignment cancellations fees

8.1 Assignments that are cancelled by the Client will incur a cancellation charge calculated at 75% of the total fees for the temporary assignment.

9. Confidentiality and Data Protection

9.1 Each Party will hold information of the other that can be reasonably regarded as being confidential or is notified as being so by the disclosing Party, in confidence and will not disclose such information without the consent of the other Party unless required by law or a court of competent jurisdiction, or it has already been made available to the public other than through a breach of this clause. Any CVs or details of the Temporary Worker provided to the Client by GP CONNECT shall remain the confidential information of GP CONNECT.

9.2 Both Parties shall comply with its data protection obligations as more particularly set out in the Data Protection Legislation that apply to each of them respectively. The parties agree that they will be classified under the Data Protection Legislation as ‘Data Controllers in

Common’ and have agreed to both comply with the Data Sharing Protocol relating to the data sharing referred to in these Terms and Conditions, which is accessible here: www.GP-Connecthambers.co.uk/privacy-policy-and-gdpr. The Client shall indemnify GP CONNECT against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by GP CONNECT arising out of or in connection with any third-party claims (including those of Temporary Workers) caused by the misuse of a Temporary Worker’s personal data by the Client or its Subsidiaries, or the employees, directors, agents or contractors of each.

10. Auto-Enrolment and other statutory payments

10.1 Under auto-enrolment pension regulations, GP CONNECT is obliged to automatically enrol eligible Temporary Workers who are engaged on a PAYE basis into a qualifying pension scheme and make contributions to that pension. GP CONNECT is entitled to charge the Client for any increase in GP CONNECT’s “employment costs” associated with the engagement of the Temporary Worker including, but not limited to, any increase to ‘employer’ pension contributions, Employer’s National Insurance, apprenticeship levy and associated administration as may be varied from time to time.

11. Agency Workers Regulations

1 Each Party agrees to comply with its statutory obligations under AWR. The Client shall promptly provide GP CONNECT with such information as GP CONNECT may reasonably require for the purposes of GP CONNECT’s compliance with its obligations under AWR.

12. Law and Jurisdiction

12.1 These Terms and Conditions shall be governed by and construed in accordance with the Laws of England.

12.2 Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

13. General

13.1 Unless otherwise notified to the contrary by the Client in writing to GP CONNECT, the Client hereby provides GP CONNECT with its consent to use and reproduce the Client’s name, logo and trademarks within advertising for the Assignment and for GP CONNECT’s general promotional literature

(whether online or in print) provided always that GP CONNECT shall not change or otherwise amend the Client’s name, logo or trademark without the Client’s prior written consent. Nothing in this provision shall create any rights of ownership (whether registrable or not) in favour of GP CONNECT over the intellectual property of the Client.

13.2 Neither Party shall be liable to the other under or in connection with these Terms and Conditions or any contract made upon them for any indirect or consequential loss, loss of profits, loss of business, loss of revenue loss of anticipated savings, loss of reputation or regulatory fines. Nothing in these Terms and Conditions limits any warranty, exclusion or limitation of liability or right imposed by statute or regulation to the extent that it cannot lawfully be excluded or limited.

13.3 Subject to the extent that a liability cannot be lawfully excluded or limited, the maximum liability of each Party to the other in respect of any Assignment shall be limited to one hundred and twenty percent (120%) of the Assignment Fees which are payable.

13.4 The Client will not during the course of GP CONNECT’s engagement and for a period of twelve (12) months thereafter (either on its own account or for any other individual or organisation), directly or indirectly induce, entice or solicit away or try to induce, entice or solicit away from GP CONNECT any individual who is an employee, director or consultant of GP CONNECT. If the Client employs or engages any person in breach of this provision, the Client shall pay to GP CONNECT on demand the sum equivalent to fifty percent (50%) of the Salary Package of such person. The Parties agree that this is a genuine preestimate of loss.

13.5 If any clause is held by a court of competent jurisdiction to be illegal or unenforceable, that part will be severed from all other terms without affecting the validity or enforceability of all other provisions of these Terms and Conditions.

13.6 If a Party is prevented in the performance of its obligations under these Terms and Conditions by circumstances that are beyond the control of that Party (acting reasonably) then that Party will not be liable for what would otherwise have been a breach of its obligations under these Terms and Conditions.

13.7 No failure or delay by either Party in exercising any right or remedy available to it will constitute a waiver of that or any other right or remedy. No waiver or amendment of any clause will be effective unless confirmed in writing to the other Party and in the case of GP CONNECT, by a director of GP CONNECT.

13.8 Those clauses which, by their nature, are intended to continue to have effect following termination or expiry of these Terms and Conditions shall survive and continue to bind the Parties.

13.9 A person who is not a Party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to benefit from or enforce any term of these Terms and Conditions.

13.10 Any variation to these Terms and Conditions, including the attempted introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by an authorised signatory of GP CONNECT (unless these Terms and Conditions expressly provide to the contrary).

Definitions and Interpretation

In these Terms and Conditions the following words shall have the following meanings unless the context dictates otherwise.

“Additional Costs” shall for example mean any advertising campaign, additional pre-employment screening requirements or the like for a specific Assignment, Payroll Fees or any other agreed supplementary charges.

“Assignment” means the temporary role performed (or to be performed) by a Temporary Worker for the Client.

“Assignment Fees” means the fees due to GP CONNECT in relation to a specific Assignment calculated in accordance with clause

4.2.

“AWR” means the Agency Workers Regulations 2010.

“Business” means work performed by GP CONNECT in relation to the sourcing of Temporary Workers including, GP CONNECT providing

CVs (solicited or unsolicited), GP CONNECT receiving instructions from the Client for an Assignment, long/short listing of

Temporary Workers, introducing a Temporary Worker, GP CONNECT’s arrangement of or conducting interviews with Temporary Workers or any other act either directly or indirectly relating to the sourcing or supply of a Temporary Worker.

“Calculation” means Pay Rate x (1 ÷ (1 – the applicable % expressed as a decimal)).

“Client” means you or your ultimate holding company and all of its subsidiaries.

“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003.

“Data Protection Legislation” means the European Union’s General Data Protection Regulation (2016/679) (GDPR), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and all applicable laws and regulations relating to the processing of personal data and privacy as amended, re-enacted, replaced or superseded from time to time, including any guidance and codes of practice issued by the applicable supervisory authority.

“Directly Engages” means where any Temporary Worker Introduced to the Client is: (i) employed directly by the Client

(either on a fixed term basis or on a contract of indefinite duration); (ii) engaged by a third party for the benefit of the Client; or (iii) engaged directly by the Client on a temporary contract for service. The term “Direct Engagement” and “Directly Engaged” shall have the corresponding meaning.

“Fees” means Assignment Fees and Pay Rate.

“Introduced” means the communicating (through whatever medium) of a Temporary Worker’s CV, a long or short list of Temporary Workers and/or details of a Temporary Worker by GP CONNECT to the Client or any other verbal or written communication between GP CONNECT and the Client that enables the Temporary Worker to be identified and “Introduction” and “Introduce” shall be construed accordingly.

“Parties” means collectively GP CONNECT and the Client and each individually shall be referred to as a “Party”.

“Pay Rate” means the hourly or daily rate of gross pay agreed between the parties for any Assignment and any other applicable benefits for which there is a cash equivalent paid to the Temporary Worker, profit share, commission, bonus, living allowances, car allowance, travel allowances, overseas allowances and joining inducements (“Pay”); together with, for all PAYE Temporary Workers, a charge in respect of: (i) Employer’s National Insurance contributions at 13.8% of Pay (“ENI”); (ii) pension contribution costs under clause 10 at 2% of Pay; and (iii) apprenticeship levy at 0.5% of Pay. The Pay Rate is inclusive of any holiday pay to which the PAYE Temporary Worker is entitled. ENI and the apprenticeship levy will be payable for limited company contractors on Assignment at a public sector or publicly funded client who are in scope of the IR35 rules.

“Payroll Fees” means the charge of 1% of the Pay Rate. “Relevant Period” has the meaning set out in regulation 10 of the Conduct Regulations.

“Relevant Period” is the period of 52 weeks from the introduction of the temporary worker or 26 weeks after the last shift worked by the temporary worker, whichever is the latter.

“Salary Package” means the annual anticipated gross remuneration package which includes gross annual salary, applicable benefits for which there is a cash equivalent, profit share, commission, bonus, living allowances, overseas allowances and joining inducements. “Subsidiary” shall have the meaning more particularly given in section 1159 of the Companies Act 2006 and the term “Subsidiaries” shall be construed accordingly.

“Temporary Worker” means an individual Introduced by GP CONNECT to the Client who may be engaged by GP CONNECT for an Assignment on a contract for services as either: (i) a PAYE worker; or (ii) self-employed worker (iii) a limited liability contractor (either through a personal services company or an umbrella company).

“Transfer Fee” means the assignment hourly charge (day rates are calculated at £120.00 per hour) multiplied by 350.

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