CONTRACT WITH THE CLIENT FOR THE SUPPLY OF TEMPORARY STAFF SERVICES
CLIENT TERMS OF BUSINESS

1. DEFINITIONS

1.1. In these Terms of Business the following definitions apply:

“Assignment” means the period during which the Temporary Worker is supplied by the Employment Business to render services to the Client;

“Client” means the person, firm or corporate body together with any subsidiary or associated
company as defined by the Companies Act 2006 to whom the Temporary Worker is supplied or introduced;

“The Employment Business” means ATOM Education Limited of 37 Tindal Road, Aylesbury, Buckinghamshire, HP20 1HT.

“Engages/Engaged/Engagement” means the engagement, employment or use of
the Temporary Worker directly by the Client or any third party or through any other
employment business on a permanent or temporary basis, whether under a contract of
service or for services; an agency, license, franchise or partnership arrangement; or any
other engagement; directly or through a limited company of which the Temporary Worker is an officer or employee

“Temporary Worker” means the individual who is introduced by the
Employment Business to render services to the Client.

“Transfer Fee” means the fee payable in accordance with clause 7.1 below and Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003.

“Introduction Fee” means the fee payable in accordance with
clause 7.2 below and Regulation 10 of the Conduct of Employment Agencies and
Employment Businesses Regulations 2003.

“Introduction” means

(i) the Client’s interview of a Temporary Worker in person or by telephone, as a result of the Client’s instruction to the Employment Business to supply a Temporary Worker; or

(ii) the passing to the Client of a Curriculum Vitae or information which identifies the Temporary Worker; and which leads to an Engagement of that Temporary Worker.
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“Remuneration” includes 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 Temporary Worker for services rendered to or on behalf of the Client
or any third party.

1.2. Unless the context otherwise requires, references to the singular include the plural.

1.3. The headings contained in these Terms are for convenience only and do not affect
their interpretation.

2. THE CONTRACT

2.1. These Terms constitute the contract between ATOM Education Ltd and the Client for
the supply of the Temporary Worker’s services by ATOM Education Ltd to the Client
and are deemed to be accepted by the Client by virtue of its request for, interview with
or Engagement of the Temporary Worker or the passing of any information about the
Temporary Worker to any third party following an Introduction.

2.2. These Terms contain the agreement between the parties and unless otherwise agreed
in writing by an authorised member of the Client’s HR or Procurement Departments, these Terms prevail over any Terms of Business or purchase conditions put forward by the Employment Business.

2.3. No variation or alteration to these Terms shall be valid unless the details of such
variation are agreed between ATOM Education Ltd 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.

3. CHARGES

3.1 The Client agrees to pay the Charges for ATOM Education Ltd as shall be notified to
and agreed with the Client. The charges are calculated according to the number of
hours/days worked by the Temporary Worker and comprise the Temporary Worker’s
rate and expenses but also include the profit margin for ATOM Education Ltd. Travel,
hotel or other expenses may be applied to the charges with prior agreement from the
Client. VAT is applicable and will be payable on the entirety of these charges.

3.2 The charges are invoiced to the Client on a weekly basis and are payable within 30
days. ATOM Education Ltd reserves the right to charge interest on any overdue
amounts 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. All businesses have a statutory right to claim 8% above the base rate of the Bank of England, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4. INFORMATION TO BE PROVIDED

4.1. When making an Introduction of a Temporary Worker to the Client ATOM Education
Ltd shall inform the Client of the identity of the Temporary Worker; that the Temporary
Worker has the necessary or required experience, training, qualifications and any
authorisation required by law or a professional body to work in the Assignment;
whether the Temporary Worker will be employed by the Employment
Business under a contract of service or apprenticeship or a contract for services; and
that the Temporary Worker is willing to work in the Assignment.

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4.2. 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 Temporary Worker
is being Introduced for an Assignment in the same position as one in which the
Temporary Worker 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.

5. TIME SHEETS

5.1 At the end of each week of an Assignment (or at the end of the Assignment where it is
for a period of one week or less) the Client shall sign the Timesheet for ATOM
Education Ltd verifying the number of hours/days worked by the Temporary Worker
during that week.

5.2 Signature of the time sheet by the Client is confirmation of the number of hours/days
worked. If the Client is unable to sign a time sheet produced for authentication by the
Temporary Worker because the Client disputes the hours claimed, the Client shall
inform ATOM Education Ltd as soon as is reasonably practicable and shall co-operate
fully and in a timely fashion with ATOM Education Ltd to enable them to establish what
hours, if any, were worked by the Temporary Worker. Failure to sign the time sheet
does not absolve the Client’s obligation to pay the charges in respect of the hours/days
worked.

5.3 The Client shall not be entitled to decline to sign a timesheet on the basis that he is
dissatisfied with the work performed by the Temporary Worker. In cases of unsuitable
work the Client should apply the provisions of clause 10.1 below.

6. PAYMENT OF THE TEMPORARY WORKER

6.1 ATOM Education Ltd assumes responsibility for paying the Temporary Worker and
where appropriate, for the deduction and payment of National Insurance Contributions
and PAYE Income Tax applicable to the Temporary Worker pursuant to sections 44-47
of the Income Tax (Earnings and Pensions) Act 2003*

7. TRANSFER AND INTRODUCTION FEES

7.1 Transfer Fees where a worker has been supplied

7.1.1 In the event of the Engagement by the Client of a Temporary Worker supplied
by ATOM Education Ltd for an Assignment either (1) directly or (2) pursuant to
being supplied by another employment business, during the Assignment or
within whichever is the longer of either:

• 14 weeks from the start of the first Assignment (each new Assignment
where there has been a break of more than 42 days (6 weeks) since the
end of a previous Assignment shall also be considered to be the ‘first
Assignment’ for these purposes); or

• 8 weeks from the day after the last day the Temporary Worker worked on
the Assignment the Client shall be liable, subject to electing by giving prior
notice, to:

a) A Transfer Fee calculated as follows: 10% of the Remuneration
applicable during the first 12 months of the Engagement. VAT is payable in
addition to any fee due.

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7.2 Transfer Fees where there has been an Introduction to and Engagement by a
Third Party

7.2.1
In the event that a Temporary Worker supplied to a Client is introduced by the Client to a
third party which results in the Engagement of the Temporary Worker by the third party
during the Assignment or within whichever is the longer of either:

• 14 weeks from the start of the first Assignment (each new assignment
where there has been a break of more than 42 days (6 weeks) since the
end of the previous Assignment shall also be considered to be the ‘first
Assignment’ for these purposes); or

• 8 weeks from the day after the last day the Temporary Worker worked on
the Assignment

The Client shall be liable to pay a Transfer Fee calculated in accordance with
clause 7.1.1

7.3 Introduction Fees where there has been an Introduction but no Supply resulting
in an Engagement by a Third Party

7.3.1
In the event that there is an Introduction of a Temporary Worker to the Client which does not
result in the supply of that Temporary Worker by ATOM Education Ltd to the Client, but the
Temporary Worker is introduced by the Client to a third party which results in the
Engagement of the Temporary Worker by the third party within 6 months from the date of
Introduction the Client shall be liable, to an Introduction Fee calculated in accordance with
clause 7.1.1

8. LIABILITY

8.1
Whilst every effort is made by the ATOM Education Ltd to give satisfaction to the Client by
ensuring reasonable standards of skills, integrity and reliability from Temporary Workers and
further to provide them in accordance with the Client’s booking details, ATOM Education Ltd is not liable for any loss, expense, damage or delay arising from any failure to provide any
Temporary Worker for all or part of the period of booking or from the negligence, dishonesty,
misconduct or lack of skill of the Temporary Worker. For the avoidance of doubt, ATOM
Education Ltd does not exclude liability for death or personal injury arising from its own
negligence.

8.2
Temporary Workers supplied by ATOM Education Ltd are engaged under contracts for services.They are not the employees of ATOM Education Ltd but are deemed to be under the
supervision, direction and control of the Client from the time they report to take up duties and for the duration of the Assignment. The Client agrees to be responsible for all acts, errors or
omissions of the Temporary Worker, whether wilful, negligent or otherwise as though the
Temporary Worker was on the payroll of the Client. The Client will also comply in all respects
with all statutes including, for the avoidance of doubt, the Working Time Regulations, Health and Safety At Work Act etc, by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the Client’s own, including in particular the provision of adequate Employer’s and Public Liability Insurance cover for the Temporary Worker during all
Assignments.

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8.3
The Client shall advise ATOM Education Ltd of any special health and safety matters about
which ATOM Education Ltd is required to inform the Temporary Worker and about any
requirements imposed by law or by any professional body, which must be satisfied if the
Temporary Worker is to fill the Assignment. The Client will assist ATOM Education Ltd in
complying with their duties under the Working Time Regulations by supplying any relevant
information about the Assignment requested by ATOM Education Ltd and the Client will not do anything to cause ATOM Education Ltd to be in breach of its obligations under these
Regulations. Where the Client requires or may require the services of a Temporary Worker for
more than 48 hours in any week, the Client must notify the Employment Business of this
requirement before the commencement of that week.

8.4
The Client undertakes that it knows of no reason why it would be detrimental to the interests of the Temporary Worker for the Temporary Worker to fill the Assignment.

8.5
The Client undertakes not to request the supply of a Temporary Worker to perform the duties
normally performed by a worker who is taking part in official industrial action or duties normally performed someone who has been transferred by the Client to perform the duties of the person on strike or taking official industrial action.

8.6
The Client shall indemnify and keep indemnified ATOM Education Ltd against any costs, claims or liabilities incurred by ATOM Education Ltd arising out of any Assignment or arising out of any non-compliance with clauses 8.2, 8.3 and 8.5 and/or as a result of any breach of these Terms by the Client.

9. SPECIAL SITUATIONS

9.1
Where the Temporary Worker is required by law, or any professional body to have any
qualifications or authorisations to work on the Assignment or the Assignment involves caring for or attending one or more persons under the age of eighteen or any person who by reason of age, infirmity or who is otherwise in need of care or attention, the Employment Business will take all reasonably practicable steps to obtain and offer to provide to the Client:

Copies of any relevant qualifications or authorisations of the Temporary Worker,
and Two references from persons not related to the Temporary Worker who have
agreed that the references they provide may be disclosed to the Client
and has taken all reasonably practicable steps to confirm that the Temporary
Worker is suitable for the Assignment. If ATOM Education Ltd is unable to do any
of the above it shall inform the Client of the steps it has taken to obtain this
information in any event.

10. TERMINATION

10.1
The Client undertakes to supervise the Temporary Worker sufficiently to ensure the Client’s
satisfaction with the Temporary Worker’s standards of workmanship. If the Client reasonably
considers that the services of the Temporary Worker are unsatisfactory, the Client may
terminate the Assignment either by instructing the Temporary Worker to leave the Assignment
immediately, or by directing ATOM Education Ltd to remove the Temporary Worker. ATOM
Education Ltd may, in such circumstances, reduce or cancel the charges for the time worked by that Temporary Worker.

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10.2
The Client, ATOM Education Ltd or the Temporary Worker may terminate an Assignment
at any time without prior notice and without liability.

10.3
The Client shall notify ATOM Education Ltd immediately and without delay and in any event
within 24 hours if the Temporary Worker fails to attend work or notifies the Client that the
Temporary Worker is unable to attend work for any reason.

10.4
ATOM Education Ltd shall notify the Client immediately if it receives or otherwise obtains
information which gives it reasonable grounds to believe that a Temporary Worker supplied to
the Client is unsuitable for the Assignment and shall be entitled to terminate the Assignment
forthwith by notice in writing without prior notice and without liability.

11. LAW
These Terms are governed by the law of England & Wales and are subject to the exclusive
jurisdiction of the Courts of England & Wales.
Signed for and on behalf of the Client:

Name: …………………………………………………………..
(Print)

Name: …………………………………………………………..
(Signature)

Position: ………………………………………………………..
(Print)

Client Name: ……………………………………………………
(Print)

Dated: …………………………………………………………..

Please post to our Registered Office Address:
37 Tindal Road
Aylesbury
Buckinghamshire
HP20 1HT

If you would like to discuss any of the content enclosed prior to signing and returning, please
contact Scott Orchard, Managing Director on 01296 420394.