CONTRACT FOR SERVICES
PAYE Locum
This agreement is made between:
(1) Specialist Medicine Recruitment Ltd (Registered in England & Wales No. 13094360) whose registered office is at Partis House Davy Avenue, Knowlhill, Milton Keynes, England, MK5 8HJ (Employment Business); and
(2) Dr xxx @ xxx address (Locum)
1. DEFINITIONS AND INTERPRETATION
1.1 In this agreement, the following definitions apply:
Additional Payment means any remuneration which may be payable to the Locum after the Qualifying Period in addition to the Qualifying Pay Rate;
Agreed Deductions means a deduction in respect of (i) any previous overpayment made to the Locum (ii) the replacement or repair cost of any property belonging to the Client or the Employment Business which is lost, damaged or not returned by the Locum in accordance with this agreement and (iii) any other deduction which the Locum agrees can be made from his or her remuneration from time to time;
Assignment means the temporary position or role which the Locum carries out for the Client pursuant to this agreement;
Assignment Schedule means the document confirming the details of the Assignment, including any Special Conditions;
AWR means the Agency Workers Regulations 2010;
Client means the person, firm, LLP or company (together with any subsidiary or associated company) to whom the Locum is supplied or introduced;
Conduct Regulations means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;
Confidential Information means all commercial, financial, marketing, technical or other information, trade secrets, knowhow or data of whatever nature relating to the Client or the Employment Business and their business or affairs, in any form whatsoever, which is provided to the Locum or which the Locum becomes aware of during the Assignment but excluding any information which is in the public domain unless placed in the public domain by the Locum in breach of confidentiality;
Engagement means the engagement, employment or use of the Locum by the Client or any third party to whom the Locum has been introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services, through a company of which the Locum is an officer, employee or other representative, through another employment business or business or on any other basis whatsoever; “Engage”, “Engages” and “Engaged” shall be interpreted accordingly;
Extended Hire Period means an extension of the Assignment following expiry of notice given by the Client to extend such Assignment;
Intellectual Property means any copyright, trade marks, patents, database rights, design rights and other intellectual property rights arising anywhere in the world, whether registrable or not, together with any registration rights in respect of the same;
Leave Year means the year beginning on the day on which the Assignment commences;
Pay Rate means the rate which will be paid for each hour or day worked during the Assignment prior to completion of the
Qualifying Period, subject to Statutory and Agreed Deductions;
Qualifying Earnings means payments made to the Locum in respect of the Assignment which are used to calculate pension contributions;
Qualifying Pay Rate means the rate which will be paid to the Locum upon completion of the Qualifying Period, subject to Statutory and any Agreed Deductions, as set out in any variation to the Assignment Schedule;
Qualifying Period means the 12-week qualifying period set out in Regulation 7 of the AWR;
Relevant Period means whichever of the following periods ends later, namely (i) the period of 8 weeks commencing on the day after the day on which the Locum last worked for the Client pursuant to being supplied by the Employment Business or (ii) the period of 14 weeks commencing on the first day on which the Locum worked for the Client pursuant to being supplied by the Employment Business. In determining the first day on which the Locum worked for the Client, no account shall be taken of any supply that occurred prior to a period of more than 42 days during which that Locum did not work for the Client pursuant to being supplied by the Employment Business;
Site means the location at which the Assignment is performed by the Locum;
Special Conditions means any conditions which are specific to the Assignment, as set out in the Assignment Schedule;
Statutory Deductions means any deductions which the Employment Business may be required to make by law including, without limitation, any deductions for PAYE, National Insurance Contributions and pension contributions;
Transfer Fee means the fee payable by the Client to the Employment Business in accordance with Regulation 10 of the Conduct Regulations and pursuant to clause 4.5;
Work Type means Locum Consultant Haematologist such other role as may be acceptable to the Locum; and
WTR means the Working Time Regulations 1998.
1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.
1.3 Any phrase introduced by the words including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those words.
1.4 A reference to any legislation shall be deemed to include any amendment or replacement to such legislation from time to time and any secondary legislation which is made under such legislation.
1.5 The headings in this agreement are for convenience only and do not affect the interpretation of any clause.
2. THE AGREEMENT
2.1 This agreement constitutes a contract for services between the Employment Business and the Locum and shall be effective for the period in which the Employment Business provides work-finding services to the Locum and for any period in which the Locum carries out the Assignment under this agreement. This agreement shall not however be effective for any period in which the Locum elects to be engaged through a third-party intermediary, such as an umbrella or limited company, for the purposes of performing a temporary assignment.
2.2 This agreement represents the entire agreement between the Employment Business and the Locum and shall prevail over any other contractual terms which are proposed by the Locum.
2.3 The Locum shall be deemed to have accepted this agreement upon signing the agreement, commencing an Assignment or submitting any timesheet to the Employment Business, whichever occurs first.
2.4 The Locum is engaged as a worker and entitled to certain statutory rights but shall not be an employee of the Employment Business at any time.
2.5 No variation or alteration to this agreement shall be valid if made during the Assignment unless the details of such variation are agreed between the Employment Business and the Locum, are set out in writing and a copy of the varied agreement is given to the Locum no later than 5 business days following the day on which the variation was made, stating the date on or after which such varied agreement shall apply.
2.6 For the purposes of the Conduct Regulations, the Employment Business shall act as an Employment Business.
3. WORK-FINDING SERVICES
3.1 The Employment Business will use reasonable endeavours to identify Assignments for the Locum to carry out the Work Type but the Employment Business shall be under no obligation to do so and the Locum shall be under no obligation to accept any Assignment offered by the Employment Business.
3.2 The Locum acknowledges that there may be periods when no suitable work is available and agrees that:
3.2.1 the Employment Business shall not be liable to the Locum for not arranging an Assignment or for not submitting the Locum’s details to any particular Client; and
3.2.2 the Locum may register with and carry out assignments for any third party provided that such assignments do not conflict with the Locum’s obligations under this agreement or adversely affect any Assignment which the Locum is performing at that time.
3.3 The Locum consents to the Employment Business, the Client, their respective professional advisors and service providers and any other intermediary involved in supplying the services of the Locum to the Client:
3.3.1 sharing and processing the Locum’s personal data and sensitive personal data (Data) for purposes connected with this agreement;
3.3.2 transferring Data to jurisdictions outside of the EEA for legitimate purposes and processing such Data within the relevant jurisdictions; and
3.3.3 appointing any third party to process Data on their behalf provided that such third party provides sufficient guarantees to implement appropriate technical and organisational measures so that the processing of the Data meets the requirements of the General Data Protection Regulation and any other relevant data protection legislation.
3.4 The Employment Business shall issue an Assignment Schedule to the Locum on commencement of the Assignment or otherwise within three business days.
4. LOCUM’S OBLIGATIONS & WARRANTIES
4.1 If the Locum performs an Assignment, the Locum must:
4.1.1 notify the Employment Business if the Locum has worked for the same Client within the prior six-month period;
4.1.2 notify the Employment Business in writing and without delay if the Locum believes that he or she has not received equal treatment under the AWR;
4.1.3 perform the Assignment in a diligent and professional manner;
4.1.4 co-operate with the Client’s lawful instructions and work under the direction, supervision and control of any person specified by the Client;
4.1.5 comply with any relevant Client policies and procedures at the Site;
4.1.6 take all reasonable steps to safeguard the Locum’s own health and safety and that of any third party who might be affected by the Locum’s acts or omissions;
4.1.7 comply with all legislation when performing the Assignment and not do anything or permit there to be done anything which would place the Client or the Employment Business in breach of any legislation;
4.1.8 not unlawfully discriminate against, harass or victimise any third party in the course of the Assignment;
4.1.9 not engage in any conduct which may be detrimental to the interests of the Employment Business or the Client;
4.1.10 not at any time divulge, nor use for his or her own or any other person’s benefit, any Confidential Information other than for legitimate purposes in connection with the Assignment;
4.1.11 on completion of the Assignment, and at any other time if requested, return to the Client or to the Employment Business as appropriate, any items provided to the Locum in connection with the Assignment including, without limitation, all equipment, materials, documents, access cards, uniforms and personal protective equipment. For the avoidance of doubt, the Locum shall have no right to exercise any lien over any property belonging to the Client or the Employment Business at any time; and
4.1.12 provide all such assistance and information that the Employment Business or the Client may require to comply with any statutory obligations under the Safeguarding Vulnerable Groups Act 2006 or the Protecting Vulnerable Groups (Scotland) Act 2007 as applicable.
4.2 The Locum warrants that:
4.2.1 the Locum is legally entitled to work in the United Kingdom or the location of the Assignment if it is outside of the United Kingdom;
4.2.2 the information provided by the Locum in any registration document and CV is accurate and not misleading;
4.2.3 the Locum has disclosed to the Employment Business any unspent criminal convictions and, if the Assignment falls within the scope of the Rehabilitation of Offenders Act 1974 (Exceptions) Order 1975, any spent convictions;
4.2.4 the Locum has the experience, training, qualifications, certifications, accreditations and professional memberships to perform the Assignment as may be specified by the Employment Business, required by law or otherwise customarily required for the performance of the Assignment;
4.2.5 the Locum is not aware of any reason why it would be detrimental to the interests of the Client or the Locum for the Locum to carry out the Assignment; and
4.2.6 the Locum has disclosed and shall continue to disclose to the Employment Business all relevant information relating to the Locum’s suitability to perform the Assignment and any professional conduct investigation or proceedings to which the Locum is subject.
4.3 The Locum acknowledges that the warranties given in clause 4.2 are given on a continuing basis and the Locum must notify the Employment Business without delay if the Locum is unable to give such warranties at any time.
4.4 If the Locum is unable for any reason to attend the Site during the Assignment, the Locum must inform the Employment Business and the Client without delay and in any event within one hour of commencement of the working day.
4.5 If, before or during the Assignment or during the Relevant Period, the Client wishes to Engage the Locum, the Locum acknowledges that the Employment Business may charge the Client a Transfer Fee or arrange an Extended Hire Period with the Client at the end of which the Locum may be Engaged by the Client without further charge to the Client.
5. TIMESHEETS
5.1 At the end of each week of the Assignment and upon termination of the Assignment, the Locum must submit a completed timesheet to the Employment Business which shows the time worked during the preceding week and which has been approved by an authorised representative of the Client.
5.2 The approved timesheet must be received by the Employment Business no later than 5pm Tuesdays for payment on the Friday or by 5pm Wednesdays for payment on the Monday after the Friday following the week to which it relates.
5.3 Where the Locum (i) fails to submit a properly completed and approved timesheet or (ii) submits a timesheet which the Employment Business reasonably believes may be inaccurate, the Employment Business shall contact the Client to establish the time which was actually worked by the Locum and, where relevant, the reason for the Client’s refusal to approve the timesheet. This may delay any payment due to the Locum but the Employment Business shall (i) pay any undisputed amount as soon as reasonably practicable and (ii) use all reasonable endeavours to ensure that any dispute is resolved within ten working days.
5.4 Where applicable, the Employment Business shall notify the Locum of any additional or alternative process for submitting a record of the times which have been worked by the Locum during the relevant period including, without limitation, the submission of electronic records through an online portal operated by the Client or by a third party on behalf of the Client. The Locum must comply with any such process to ensure that Employment Business can make payment to the Locum in a timely manner.
5.5 For the purposes of the WTR, the Locum’s working time shall consist of periods during which the Locum carries out activities or duties for the Client as part of the Assignment. Time spent travelling to the Client’s premises (apart from time spent travelling between two or more premises of the Client), lunch breaks and other rest breaks shall not count as part of the Locum’s working time for these purposes, subject to any variation set out in the Assignment Schedule.
6. REMUNERATION
6.1 The Employment Business shall pay to the Locum the Pay Rate until the Locum completes the Qualifying Period. The Pay Rate will be set out in the Assignment Schedule and shall not be less than the National Minimum Wage or, if applicable to the Locum, the National Living Wage in force from time to time.
6.2 Upon the Locum completing the Qualifying Period:
6.2.1 the Employment Business shall, where appropriate, send a revised Assignment Schedule setting out the Qualifying Pay Rate and any Additional Payment; and
6.2.2 where applicable, the Locum must comply with the Client’s procedure for assessing the Locum’s entitlement, if any, to a bonus pursuant to the AWR. The Employment Business will pay a bonus to the Locum pursuant to the AWR where the Client confirms in writing that the Locum is entitled to receive such a bonus.
6.3 The Employment Business undertakes to pay the Locum for all time actually worked by the Locum, whether or not the Employment Business is paid or expecting to be paid by the Client for such time, subject to any Statutory and Agreed Deductions.
6.4 In accordance with the Pensions Act 2008, the Locum shall be auto-enrolled in the Employment Business’ pension scheme and:
6.4.1 the Locum acknowledges that the Employment Business shall provide information about the Locum to NOW Pensions for this purpose, including information about the Locum’s remuneration
6.4.2 if the Locum elects to remain inside of the pension scheme, the Employment Business shall make (i) the statutory minimum pension contributions of 1% of the Locum’s Qualifying Earnings and (ii) the statutory minimum Deduction of 1% of the Qualifying Earnings in respect of the Locum’s pension contributions or a higher percentage Deduction if specified by the Locum; and
6.4.3 the Locum acknowledges that the statutory minimum percentage contributions shall vary from time to time and the Employment Business may adjust the Locum’s Deduction accordingly.
6.5 Subject to any statutory entitlement, the Locum is not entitled to receive payment from the Employment Business or the Client for time not spent on Assignment, whether in respect of holidays, illness or absence for any other reason unless otherwise agreed.
6.6 If the Locum does not commence another Assignment within four weeks of the Assignment terminating, the Employment Business shall send a P45 to the last address on file for the Locum.
7. ANNUAL LEAVE
7.1 The Locum is entitled to paid annual leave in accordance with the statutory minimum under the WTR, which is currently 20 days plus public holidays each Leave Year, based on a working week of not less than five days. The Locum’s entitlement to holiday pay shall accrue at a rate of 12.07% of any payment made by the Employment Business to the Locum in respect of the Assignment, excluding any expense payments.
7.2 The Locum’s paid annual leave must be taken during the Leave Year in which it accrues and the Locum is responsible for ensuring that all paid annual leave is requested and taken within the Leave Year.
7.3 If the Locum wishes to take annual leave during the Assignment, the Locum must notify the Employment Business of the dates of the intended absence, giving notice of at least twice the length of the period of leave that the Locum wishes to take. In certain circumstances, the Employment Business may require the Locum to take paid annual leave on specific days, notify the Locum of periods when paid annual leave cannot be taken or give counter-notice to the Locum to postpone or reduce the leave that the Locum wishes to take.
7.4 The Locum may not take paid annual leave which has not accrued at the relevant time.
7.5 On completion of the Qualifying Period, the Locum may be entitled to additional holiday pay pursuant to the AWR. If applicable, such entitlement shall be confirmed in an amended Assignment Schedule and paid to the Locum each week with the Locum’s remuneration.
7.6 Following termination of the Assignment, the Employment Business shall, within a reasonable period, make a payment to the Locum in respect of any accrued paid annual leave which is untaken.
8. SICKNESS ABSENCE
8.1 The Locum must notify the Employment Business of any sickness absence by telephone in accordance with clause 4.3.
8.2 The Locum may be eligible for Statutory Sick Pay provided that the Locum meets the relevant statutory criteria.
8.3 The Locum must provide the Employment Business with evidence of the Locum’s incapacity to work with a self-certificate for the first 7 days of incapacity and a Statement of Fitness for Work (“Statement”) thereafter.
8.4 For the purposes of the Statutory Sick Pay scheme, the qualifying days shall be the days on which the Locum would usually work in the relevant Assignment.
8.5 If the Locum submits a Statement or similar medical evidence, which indicates that the Locum may, subject to certain conditions, be fit to work, the Employment Business will consult with the Client and the Locum as appropriate to assess whether the conditions identified in the Statement or similar documentation can be satisfied for the duration of the Assignment.
8.6 Where clause 8.5 applies, the Locum’s placement in a new Assignment or continuation in an ongoing Assignment may be subject to the Locum agreeing to a variation of the agreement or the assignment details set out in the Assignment Schedule to accommodate any conditions identified in the Statement or other medical evidence as appropriate.
9. TERMINATION OF THE ASSIGNMENT
9.1 Subject to clause 9.2, the Employment Business, the Locum or the Client may terminate the Assignment at any time by giving the notice specified in the Assignment Schedule or, if no period of notice is specified, at any time without notice.
9.2 Notwithstanding any notice period specified in the Assignment Schedule, the Employment Business may terminate the Assignment at any time and without notice or any liability to make a payment to the Locum in respect of the notice period if:
9.2.1 the Client notifies the Employment Business of a serious issue with the Locum’s conduct or performance on Assignment;
9.2.2 the Locum refuses or fails to perform the Assignment for any reason;
9.2.3 the Locum materially breaches any obligation under this agreement;
9.2.4 the Employment Business considers it to be detrimental to the interests of the Client or the Locum for the Assignment to continue; or
9.2.5 the Employment Business terminates the supply of the Locum to the Client by reason of the Client’s financial situation or any dispute with the Client.
9.3 Clauses 3.3, 4.1.11, 10 and 11 shall survive termination of the Assignment howsoever arising.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 The Locum agrees that any Intellectual Property created or discovered in or otherwise deriving from the Assignment shall belong to the Client and the Locum unreservedly assigns all rights in such Intellectual Property to the Client and waives any moral rights in the same.
10.2 The Locum shall execute all such documents and take all such steps as the Client shall require, without charge or compensation, to give effect to the Locum’s obligations under this clause 10.
11. CONFIDENTIALITY
11.1 The Locum shall:
11.1.1 not at any time, whether during or after the Assignment disclose to any person or to make use of any Confidential Information, save as necessary for the performance of the Assignment;
11.1.2 deliver up to the Client at the end of the Assignment or at any other time on demand all documents and materials, in any format whatsoever, which belong to the Client and are in the Locum’s possession or under the Locum’s control including documents and materials created by the Locum during the course of the Assignment; and
11.1.3 not at any time make any copy, abstract, summary or précis of the whole or any part of any document or material belonging to the Client except when required to do so in the course of the Assignment, in which event any such item shall belong to the Client.
12. GENERAL PROVISIONS
12.1 If any provision of this agreement is determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remainder of the agreement, which shall continue to be valid to the fullest extent permitted by law.
12.2 Neither party intends for this agreement to be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.
12.3 This agreement shall be interpreted in accordance with the law of England & Wales and any dispute between the Employment Business and the Locum shall be subject to the exclusive jurisdiction of the Courts of England & Wales.