Terms of Business
These Terms and Conditions (“Terms”) apply to the provision of Services by The Hospitality Company (London) Limited (“the Company”) to any Client (“Client”).
Acceptance of Terms
These Terms shall apply to all Services supplied by the Company to the Client, to the exclusion of any terms and conditions submitted by the Client, unless expressly agreed in writing by the Company. The Client shall be deemed to have accepted these Terms where it:
- requests or books services from the Company;
- accepts the supply of any Temporary Worker; or
- otherwise engages with the Company following receipt or availability of these Terms.
1. Interpretation
The following definitions and rules of interpretation apply in these Terms. Key defined terms include: AWR 2010 (the Agency Workers Regulations 2010); Conduct Regulations 2003; Temporary Worker (a Worker Introduced and supplied by the Company to the Client); Introduction Fee; Qualifying Period (the 12-week qualifying period under the AWR 2010); Territory (the United Kingdom); and VAT. References to writing include fax and email, and references to legislation include amendments and subordinate legislation from time to time.
2. The Company’s Obligations
2.1 These Terms set out the agreement between the Company and the Client for the supply of Temporary Workers. For the purposes of the Conduct Regulations 2003, the Company acts as an employment business in relation to the Introduction and supply of Temporary Workers.
The Company shall: use reasonable skill and care in sourcing and supplying Temporary Workers who meet the Client’s requirements; screen Workers before Introducing them; and Introduce only Workers who have the right to work in the Territory, complying with the Immigration, Asylum and Nationality Act 2006 and other relevant legislation.
2.3 Where qualifications, authorisations or certification are required by law or a professional body, or the Assignment involves Vulnerable Persons, the Company shall take all reasonably practicable steps to obtain and offer copies of relevant qualifications and two references, and to confirm the Worker is suitable.
2.4 Prior to commencement, the Company shall confirm in writing the Temporary Worker’s identity; experience, training and qualifications; willingness to carry out the Assignment; the hourly rate charged; any notice period; and invoicing intervals.
2.5 The Company does not guarantee the availability of any Temporary Worker and shall not be liable for any failure to supply.
3. Client’s Obligations
When requesting a Temporary Worker (an Assignment), the Client will provide details of: the start date and likely duration; the position, type of work, location, hours and any known health or safety risks; the experience, training, qualifications and authorisations required; any expenses payable; and any information required under the AWR 2010.
3.2 The Client warrants that all information provided is accurate, complete and sufficient, and shall notify the Company promptly of any changes.
The Client shall: comply with all applicable laws (health and safety, working time, anti-discrimination); be responsible for the supervision, direction and control of Temporary Workers during an Assignment; be responsible for the acts, errors or omissions of Temporary Workers as if they were its own employees; carry out necessary risk assessments; provide all equipment, materials and site-specific training; satisfy itself as to suitability; maintain accurate records of hours worked; and maintain adequate employer’s and public liability insurance.
3.6 The Client shall indemnify the Company against any losses, claims or liabilities arising from inaccurate or incomplete information provided by the Client.
4. Temporary to Permanent
4.1 If the Client Engages the Temporary Worker, the Client will pay the Company an Introduction Fee equal to 17% of the Temporary Worker’s annual remuneration (or a reasonable estimate thereof).
4.2 The Introduction Fee will not be payable if the Client gives written notice that it intends to continue the hire for a further agreed period of not less than 12 weeks (an Extended Assignment) before Engaging the Temporary Worker other than through the Company.
Where a Temporary Worker is Engaged after an Introduction Fee has been paid and their employment then terminates, the Company shall refund part of the Introduction Fee on a sliding scale: Week 0–4: 100% · Week 5–8: 50% · Week 9–12: 25% · After 12 weeks: 0%. Any refund is conditional on all invoices being paid in full and the termination not arising from redundancy or misconduct. No refund is payable in any other circumstances.
5. Unsatisfactory Temporary Workers
5.1 The Company shall notify the Client immediately if it believes a Temporary Worker is unsuitable, including where they cease to have the appropriate skills, approvals or right to work in the UK.
If the Client decides a Temporary Worker is unsuitable, it shall notify the Company in writing with grounds. If notified within 4 hours of commencement, the Company may at its discretion provide a replacement or reduce fees, subject to a minimum charge of 4 hours. If notified after 4 hours, the Client is liable for all fees incurred up to termination plus any minimum charge. Where the Client cancels less than 24 hours before the scheduled start, the Client is liable for the full fees for that shift, subject to any minimum charge.
6. Fees and VAT
The Client shall pay the Company the agreed Temporary Worker Fees, calculated by reference to hours worked and including the Temporary Worker’s pay, holiday pay, employer’s National Insurance contributions and the Company’s commission. The Client is liable for all hours worked plus any minimum or cancellation charges.
6.4 The Company may vary the Temporary Worker Fees on not less than 7 days’ written notice. Where applicable, VAT is payable at the prevailing rate.
6.6 If the Client fails to pay when due, the Company may charge interest at 8% per annum above the Bank of England base rate, accruing daily. All amounts are paid in full without set-off or deduction (other than as required by law). Invoicing and payment are carried out in accordance with Schedule 2.
7. Term
These Terms apply from the earlier of the date the Client first requests services or the date services are first provided, and continue unless terminated under clause 8.
8. Termination
The Company may terminate immediately by written notice if the Client fails to pay any amount when due, or commits a material breach and (if capable of remedy) fails to remedy it within 7 days of written notice. Either party may terminate immediately if the other commits a material breach which is not capable of remedy. Termination does not affect accrued rights or liabilities. The Company may withdraw any Temporary Workers from an Assignment at any time without liability.
9. Announcements
Neither party shall make any public announcement concerning these Terms or the relationship between the parties without the prior written consent of the other (not to be unreasonably withheld or delayed), except as required by law or a regulatory authority.
10. Audit and Record-Keeping
For the duration of these Terms and for six years after termination, the Company shall maintain full and accurate records of the services provided, expenditure reimbursed, payments made, the terms on which Temporary Workers are engaged, Screening undertaken, and insurance cover. On reasonable written notice and no more than once in any 12-month period, the Company shall provide access to such records to verify compliance.
11. Liability and Indemnity
The Company’s total liability shall not exceed 100% of the total fees paid by the Client in the preceding 12 months. The Company shall not be liable for any indirect or consequential loss, including loss of profit, revenue, business or anticipated savings. The Client shall indemnify the Company against all losses, claims, damages and liabilities arising from the supervision, direction or control of any Temporary Worker; any act or omission of a Temporary Worker during an Assignment; any breach by the Client; and any inaccurate or incomplete information provided by the Client.
12. AWR 2010 Compliance
Each party is responsible for compliance with its respective obligations under the AWR 2010. The Client shall indemnify the Company for any liability arising from inaccurate or incomplete information. The Company may rely on information provided by the Client, including to determine the Relevant Terms and Conditions. The Client shall promptly notify the Company of any changes. Each party shall provide the other with a copy of any allegation of an AWR 2010 breach within seven days of receipt and co-operate in responding.
13. Confidentiality
Each party shall not, during these Terms and for five years after termination, disclose any confidential information concerning the business, affairs, customers, clients or suppliers of the other, except to those who need to know for the performance of these Terms (who must comply with this clause), or as required by law or a regulatory authority. Neither party shall use the other’s confidential information for any purpose other than performing these Terms.
14. Data Protection
The parties share personal data as independent data controllers for the Agreed Purposes (the provision of staffing services). Shared Personal Data is confined to the first name, last name, profile photograph and contact telephone number of Temporary Workers. Each party shall comply with all controller obligations under the Data Protection Legislation (including the UK GDPR and DPA 2018); ensure it has all necessary consents and notices; process Shared Personal Data only for the Agreed Purposes; restrict access to Permitted Recipients under written confidentiality obligations; implement appropriate technical and organisational measures; and not transfer personal data outside the UK without adequate safeguards. Each party shall assist the other with data subject requests, breach notifications and audits, and is liable for its own breaches of the Data Protection Legislation.
15. Warranties and Undertakings
The Company warrants that it has the necessary expertise and will perform using reasonable skill, care and appropriately qualified personnel; that it complies with all relevant laws and codes of practice; that all Temporary Workers are (and remain) employed or treated as employed by the Company under section 44 of the Income Tax (Earnings and Pensions) Act 2003; that it complies with applicable tax legislation; and that it is not a managed service company. The Client warrants that all information provided is accurate and sufficient, that it will comply with all applicable laws (including health, safety and working time), and that it will not cause a Temporary Worker to be treated as its employee. Each party warrants it has full capacity and authority to enter into these Terms.
16. Non-Solicitation
Neither party shall, during or for 12 months after the term, solicit or entice away any key executive of the other who has worked on the services, other than by means of a national advertising campaign not specifically targeted at such executives.
17. Survival
Any provision intended to continue in force after termination shall remain in effect. Termination does not affect any rights, remedies, obligations or liabilities accrued up to the date of termination, including the right to claim damages for prior breach.
18. Assignment and Other Dealings
The Client may not assign, transfer, charge or otherwise deal with its rights or obligations without the Company’s prior written consent. The Company may assign, transfer, charge, subcontract or otherwise deal with any or all of its rights or obligations, including to any Group member or suitably qualified third party, but remains responsible for the performance of subcontracted obligations.
19. No Partnership or Agency
Nothing in these Terms establishes any partnership or joint venture, constitutes any party the agent of another, or authorises any party to make commitments on behalf of another. Each party acts on its own behalf.
20. Variation
The Company reserves the right to update or amend these Terms from time to time. The latest version will be available on request or via the Company’s website, and shall apply to all services supplied after the date of publication.
21. Entire Agreement
These Terms constitute the entire agreement between the parties and supersede all previous agreements and understandings relating to their subject matter.
22. Force Majeure
Neither party shall be in breach or liable for delay or failure to perform (other than payment obligations) resulting from events beyond its reasonable control. If such an event continues for more than 14 days, either party may terminate by written notice.
23. Severance
If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid, or deemed deleted, without affecting the validity of the remainder.
24. Waiver
A failure or delay in exercising any right shall not constitute a waiver. A waiver is only effective if given in writing and shall not be deemed a waiver of any subsequent breach.
25. Third Party Rights
A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
26. Notices
Any notice shall be in writing and may be sent by email to the address notified by the receiving party. Notice by email is deemed received at the time of transmission (provided no delivery failure is received); notice by pre-paid first class post at 9.00 am on the second Business Day after posting. This clause does not apply to the service of legal proceedings.
27. Governing Law and Jurisdiction
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.
Schedule 1 — Client Operational Obligations
1. Booking and Cancellation
The Client shall provide full and accurate details of each Assignment and notify any cancellation in writing. Cancellation within 24 hours of the scheduled start incurs a minimum charge of 4 hours per Temporary Worker; for multi-day bookings the minimum charge applies per affected day. Material changes within 24 hours of the start may incur a reasonable administrative fee.
2. Timesheets and Verification
The Client shall approve the relevant timesheet within 24 hours of receipt. Disputes shall be notified promptly and resolved co-operatively. Failure to approve a timesheet does not relieve the Client of its obligation to pay for hours worked.
3. Payment Administration
The Client shall notify any invoice query within 24 hours of the invoice date and pay all undisputed amounts in accordance with these Terms.
4. Transport and Travel
The Client shall provide clear directions in good time, and arrange or reimburse reasonable travel/transport costs where agreed in advance or reasonably necessary. Where an Assignment ends outside normal public transport hours, the Client shall ensure suitable transport is provided or reimburse its reasonable cost.
5. Working Conditions and Welfare
The Client shall ensure appropriate rest breaks in accordance with law, reasonable access to food and drinking water on long shifts, and suitable facilities at the Assignment location.
6. Equipment and Uniforms
The Client shall provide all equipment, materials and site-specific training, and any required uniforms or dress requirements, unless otherwise agreed in writing.
7. Supervision and Management
The Client shall ensure appropriate supervision at all times. Where supervisors or event managers are supplied by the Company, overall responsibility for managing the Assignment remains with the Client.
8. Attendance and Issues
The Client shall notify the Company within 24 hours if a Temporary Worker fails to attend or leaves early, and promptly of any performance, conduct or suitability issues.
9. Expenses and Additional Costs
The Client shall reimburse reasonable expenses incurred by Temporary Workers where agreed in advance or reasonably necessary.
10. Special Requirements
The Client shall notify the Company in advance of any Assignment requiring specific qualifications, training or authorisations, or involving vulnerable persons or enhanced safeguarding, and provide all information needed to assess suitability.
Schedule 2 — Invoicing and Payment Process
1. Timesheets and Verification
The Client shall verify and return all timesheets by no later than 12:00 midday on the first Business Day following the week in which the services were performed. Disputes shall be raised promptly and resolved co-operatively. Failure to approve or return a timesheet does not relieve the Client of its obligation to pay, and the Company may invoice based on its own records.
2. Invoicing
The Company shall invoice weekly in arrears (unless otherwise agreed). Invoices may be supported by timesheets or other records. The Company may, at its discretion, require payment in advance (including by pro forma invoice), in which case no services shall be provided until payment is received.
3. Payment
All invoices are payable within 7 days of the invoice date. The Client shall notify any invoice query within 24 hours of receipt and pay all undisputed amounts in accordance with these Terms.
4. Minimum Charges
A minimum charge of 4 hours per Temporary Worker per Assignment shall apply unless otherwise agreed in writing.