Terms and Conditions
1.1 In these Terms of Agreement (the ‘Terms’) the following definitions apply:
"Assignment" means the period during which a Brand Ambassador is supplied to render services to the Client.
"Substitute" any person whom the Brand Ambassador stipulates to act as Brand Ambassador in their place to perform an Assignment
"Brand Ambassador" means any person whose services or curriculum vitae are supplied by POD Staffing to the Client, or their Substitute.
2. THE AGREEMENT
2.1 These terms govern the supply of Brand Ambassadors by POD Staffing to the Client and are deemed to be accepted by the Client by virtue of its request for, interview with or engagement of any Brand Ambassadors. For the purposes of any Assignment or interview governed by these terms, and the provisions of the Employment Agencies and Employment Businesses Regulations 2003, POD Staffing is acting as an Employment Business.
2.2 No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between the Employment Business and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.
2.3 Both parties understand and agree that the Brand Ambassadors are self employed, and nothing in the terms of this agreement or any agreement between POD Staffing and the Brand Ambassador make the Brand Ambassador or any Substitute an employee, Brand Ambassador, agent or partner of Pod Staffing or the Client.
2.4 Unless otherwise agreed in writing by POD Staffing, these Terms prevail over any terms of business or purchase conditions proffered by the Client.
2.5 If the Client requests that POD Staffing provides any other services beyond the scope of the services set out in these Terms, Pod Staffing shall promptly provide a written quotation for its fees for that work before it undertakes such work. Pod Staffing will not start such additional work without the prior written consent of the Client.
3. POD’S OBLIGATIONS
POD Staffing will:
– use their best endeavours to ensure that the Brand Ambassadors provide their services with a high level of skill and care, and as might reasonably be expected of a suitably qualified person carrying out the type of work involved in any Assignment and in a manner which ensures that an Assignment is carried out successfully; and
– ensure that Brand Ambassadors have the necessary qualifications and expertise required to be able to perform the services under the assignment, and that any Substitute has the same; and
– use reasonable endeavours to ensure that Brand Ambassadors co-operate with the Client’s reasonable instructions, observe any relevant policies, operational procedures, rules and regulations of the Client’s establishment to which the client has drawn their attention to, or which the Brand Ambassador might reasonably be expected to ascertain; and
– use reasonable endeavours to ensure that Brand Ambassadors do not engage in any conduct detrimental to the interests of POD Staffing or the Client; and
– prior to any assignment, inform the Client of the identity of the Brand Ambassador; that the Brand Ambassador has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work on the Assignment; and that the Brand Ambassador is willing to work on the Assignment. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any public or Bank holiday) following, save where the Brand Ambassador is being Introduced for an Assignment in the same position as one in which the Brand Ambassador had previously been supplied within the previous five business days and such information has already been given to the Client, unless the Client requests that the information be resubmitted.
4. CLIENT’S OBLIGATIONS
The Client agrees:
– to do anything reasonably necessary to ensure that POD Staffing is able to comply with the provisions of these Regulations, including in particular supplying POD Staffing with all the necessary information it requires to provide Brand Ambassadors under Part III of the Regulations; and
– to take all reasonable steps to safeguard the health and safety of Brand Ambassadors and comply with its own the Health and Safety policies and procedures in respect of Brand Ambassadors; and
– to advise POD Staffing of any special health and safety matters about which POD Staffing is required to inform the Brand Ambassador and about any requirements imposed by law or by any professional body, which must be satisfied if the Brand Ambassador is to fill the Assignment; and
– not, to engage in any conduct or language in respect of the Brand Ambassador that is or might be considered to be discriminatory under discrimination legislation and the Equality Act 2010, or expose the Brand Ambassador to the same through its employees, agents or officers, or any third party; and
– comply with all statutes, bye-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the Client’s own staff including in particular the provision of adequate Employer’s and Public Liability Insurance to cover for the Brand Ambassador during all Assignments; and
– and warrants that, so far as they are aware, they have informed POD Staffing of any requirements imposed by law or professional body for the Brand Ambassador to take up an assignment, and that so far as they are aware, they have informed POD Staffing of any special health and safety matters about which POD Staffing is required to inform the Brand Ambassador;
– that they shall not (whilst it is a client of POD Staffing and for a period of 6 months afterwards) offer employment to, enter into a contract for the services of, or attempt to solicit or seek to entice away from the Company any individual who is at the time of the offer (or attempt) a director, officer or employee holding an executive or managerial position with POD Staffing or procure or facilitate the making of any such offer or attempt by any other person
5.1 The Client agrees to pay the charges of POD Staffing as notified in writing in respect of any Assignment and any expenses related to it (if payable), as may be varied from time to time during the Assignment ( the ‘Charges’).
5.2 Pod Staffing will invoice the Client on a weekly basis for Brand Ambassadors supplied and this will be payable within 28 days of the invoice date. POD Staffing reserves the right to charge interest at 4% above the HSBC Bank base rate from time to time, calculated monthly, on any invoices not settled within 28 days.
5.3 Any challenge as to the accuracy of an invoice must be made in writing within 15 days of receipt.
5.4 POD Staffing will notify the Client of any expenses which they propose to invoice for in addition to the time of the Brand Ambassadors, prior to incurring that expense.
5.5 Some Assignments may require payment in advance. This will be clearly stated in writing and on an invoice, and the Client agrees to pay these invoices immediately on presentation. The client acknowledges that delivery of Services may not be made by POD Staffing unless such advance payment has been received.
5.6 In the event of cancellation or termination of a contract, POD Staffing has the right to charge a cancellation fee to cover the work done up to the date of cancellation, and any costs incurred or contracted up to that date.
5.7 Any quotations and cost estimates are only estimated until a booking letter is sent to the Client. Acceptance and return of a booking letter is deemed to imply acceptance of these Terms.
6.1 Save as otherwise may be provided for by statute, POD Staffing’s liability to the Client for any loss the Client suffers arising from any dishonesty, misconduct or negligence on the part of a Brand Ambassador during the course of an Assignment, will be limited to not charging for the Brand Ambassador or providing a refund if already paid. Pod Staffing will not be liable for any direct or indirect loss, including economic loss or loss of profits, expense, damage or delay. For the avoidance of doubt, POD Staffing does not exclude liability for death or personal injury arising from its own negligence.
6.2 The Client agrees to indemnify POD Staffing in respect of any losses directly or indirectly incurred by POD Staffing as a result of any liability in respect of Health and Safety Legislation attributable to the provision of services under an Assignment and whether such liability arises directly to the Brand Ambassador or the Department of Trade and Industry or otherwise.
6.3 The Client hereby indemnifies POD Staffing in respect of any and all liability of POD Staffing for:
– any loss, injury, expense or delay suffered or incurred by a Brand Ambassador during an Assignment, which the Brand Ambassador seeks to pursue against POD Staffing, however caused.
– any loss, injury damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Brand Ambassador, whether wilful, reckless, fraudulent, negligent, dishonest or otherwise: and
– any loss, injury or delay suffered or incurred by POD Staffing as a result of any act or omission of the Client:
PROVIDED THAT this indemnity is given only in respect of any such loss, injury, damage, expense or delay caused during or arising directly out of or in any way connected with any Assignment.
7.1 The Client agrees that in the course of dealings with POD Staffing, the Client may have access to and be entrusted with information in respect of the business of POD Staffing and Brand Ambassadors including but not limited to details of POD Staffing’s finances, dealings, transactions, technology, know how, affairs, marketing information, prices and the cost and details of Brand Ambassadors, business development plans and clients (including lists of client and their details) all of which information is or may be confidential ("Confidential Information").
7.2 The Client shall not during or at any time after any Assignment divulge to any person, firm or business whosoever or whatsoever or otherwise make use of any trade secret or any Confidential Information, save to the extent that it is required by law to do so, or the information is already in the public domain.
8.1 These terms apply in respect of any dealings between the parties, unless either party terminated this agreement on 14 days notice in writing. None of the Terms will persist following such termination save to the extent that they are expressly stated to do so.
8.2 On Termination both parties will return any documents, confidential information and property of the other in their possession.
9.1 Both parties agree to comply with the provisions of the Data Protection Act 1998, in respect of any information held about Brand Ambassadors, each other, or each others’ staff or clients
9.2 Both parties shall keep and maintain until six years after the agreement has been completed, or as long a period as may be agreed between the parties, full and accurate records of the agreement including, in particular, the services provided by the POD Staffing under this agreement; all expenditure reimbursed by the Client; and all payments made by the Client.
9.3 Both parties shall on request provide the other with such access, on reasonable notice and within normal working hours, to those records as may be reasonably required in connection with this agreement.
9.4 These Terms are governed by English law and are subject to the exclusive jurisdiction of the English Courts. Any agreement subject to the terms is personal to the parties and shall not be capable of assignment without the prior consent of the other party. The Contract (Rights of Third Parties) Act 1999 shall not apply to such agreement except to the extent that any provision of in such agreement expressly provides that such provision shall be enforceable by a third party.