CANDIDATE AGREEMENT – LIMITED COMPANY
TERMS AND CONDITIONS

DEFINITIONS & MEANINGS
A Agency - an Agency as defined in the Regulations
B Agency Work - work under which you are, or are proposed to be, employed under a contract direct with a Client
C Candidate - a person seeking to use Certes services for locating work
D Candidate Database - Certes register of Candidates, which may include your personal details
E Client - a client of Certes, including any third party with whom we have a relationship of any kind as a client, or potential client, who may be interested in employing you, or does employ you, or who may wish to utilise your services in any way
F Employment - for the purposes of this agreement only, engagement of you under a contract of service or contract for services and “employ”, “employing” and “employed” shall have commensurate meaning
G Regulations - the Conduct of Employment Agencies and Employment Businesses Regulations 2003
H Relative - someone related to you, your spouse (including by definition a live in partner) or former spouse, being (a) father, mother, stepfather, stepmother, son, daughter, stepson, stepdaughter, grandmother, grandfather, grandson or granddaughter, (b) brother, sister, uncle, aunt, niece or nephew (whether of the full blood or of the half blood or by affinity)
I Services - Certes services as set out in the Terms and Conditions and associated schedules
J Temporary Assignment - work where you and/or your Company are engaged under a contract to work for us and we supply the Company to a Client to work under the control of the Client and which is subject to the Temporary Assignment Terms
K Temporary Assignment Terms - those terms set out in Schedule A and B, that are applicable only to Temporary Assignments during any Period of Temporary Assignment, being terms which do not form part of the terms relating to Certes service as an Agency
L Period of Temporary Assignment - the period during which you provide services to us under a Temporary Assignment whether or not the contractual period for the Temporary Assignment provides for a longer or shorter period
M Proposal - a proposal for temporary work comprising the information set out in Schedule 1, 2
N Terms and Conditions - the terms and conditions (below and on the following pages) which are subject to the definitions and meanings in this section
O Special Terms - those terms, if any, set out in Schedule 3.

WHEREAS
(1) We are in the business of providing services to locate work for Candidates registered on Certes Candidate Database and introducing Candidates to Certes Clients with a view to Employment by a Client.
(2) You are seeking work, have provided us with your details to be registered on Certes Candidate Database, and have asked us to locate work for you.
(3) We are prepared to provide work-finding services on the Terms and Conditions, which you wish to accept.

IT IS AGREED
In consideration of the mutual obligations set out in the Terms and Conditions we shall provide the Services and you and the Supplier accept the Services on the Terms and Conditions which you on behalf of yourself and the Supplier acknowledge you have fully read and understood. You may confirm your acceptance of these terms by responding by email to the original Certes email containing the offer, confirming acceptance or by a request by you for us to provide Services to you at any time after you have received these terms. Your acceptance is deemed to be acceptance of the terms set out in this agreement and all of the Schedules including Schedule A and B.

WORK-FINDING SERVICE
1 We shall provide a work-finding service to you, which we agree to provide free of charge, as follows:
(a) we may whilst your details are registered on the Candidate Database from time to time and at our sole discretion search for opportunities for you to become employed by a Client who requires work and when we consider we have found an opportunity that may be suitable we may inform you of this opportunity
(b) we may, where appropriate in each case, arrange an interview for you to meet a Client and assist in concluding any negotiations but we offer no guarantee that an opportunity we inform you of will be capable of being progressed
(c) in providing the service set out in this clause 1 we are operating as an Agency except, and save to the extent, as set out in clause 6.

Other Services & Temporary Work
2 If we offer any other service in respect of which Special Terms are set out we shall provide that service in good faith and shall comply with our obligations as set out in the Special Terms.
3 If you wish us to find temporary work for you, we may do so subject to clause 6.

your obligations
4 In consideration of our agreement to maintain your registration on our Candidate Database and to provide a work-finding service as set out in clause 1, you
(a) shall provide us with a full and accurate curriculum vitae if you have not already done so, and, if we shall request it, proper evidence of your entitlement to work in the United Kingdom and any qualifications or certificates that are referred to in your curriculum vitae or otherwise disclosed by you
(b) shall provide us with any information relevant to the decision of a Client to engage you including information that may result in the best interests of a Client being affected in any way, whether relating to your health or ability to perform work efficiently or otherwise (including charges for criminal offences and undischarged criminal convictions), together with details of any periods of sickness you may have taken during the year preceding the date of this agreement and whether such sickness or any matter relating to it may in your proper opinion be likely to reoccur
(c) consent to our use of all information and documents we obtain, either from you or from any other party relating to you, for the purpose of locating work for you, including the provision of such information and documentation to a Client, but you may withdraw this consent by notice in writing to us at any time and thereafter we shall only provide such information and documents where required by law
(d) agree that clause 4(c) shall apply to information received by us both before and after commencement of your Employment with a Client
(e) shall keep us updated with any information we reasonably request whilst we maintain your registration on our Candidate Database, at all times act in good faith towards us and a Client, and advise us if you wish your registration on our Candidate Database to be removed
(f) agree that if we should provide you with information containing details of a Client you will inform us promptly if, within 12 months of the provision of that information, you take up Employment, either directly or indirectly, with such Client, or any person connected with the Client, together with details of the Employment (although there is no obligation to disclose the identity of the Client).

your warranties
5 You warrant that
(a) any curriculum vitae and information you provide under clauses 4(a), (b) and (e) is full and accurate in all material respects and that, unless you have already informed us otherwise, you are authorised to provide work services in the United Kingdom and, where appropriate, hold a valid work permit
(b) if you have provided us with names of any person from whom we may seek a reference on your behalf, that such person is not a Relative, unless you have otherwise informed us in writing
(c) you recognise that a Client may withdraw an opportunity at any time before you have formally agreed to become Employed by such Client, and, whilst we shall endeavour to obtain accurate information from a Client, whether as to a role or the nature of the work or otherwise, we accept no liability for information we have passed to you in good faith and cannot guarantee the accuracy of such information.

temporary work
6 In the event that we locate work that is or may be temporary our action shall be, and shall be treated by you and us as, a requirement for Agency Work until such time as you have agreed all the terms for a Temporary Assignment and a Temporary Assignment commences, and
(a) we may offer you temporary work by making a Proposal to you, but we may, without being liable for loss, withdraw a proposal for you to work on a Temporary Assignment at any time before the work starts in each case
(b) should you agree to perform temporary work for us, in relation to a Temporary Assignment
(i) the terms of the Temporary Assignment during the Period of Temporary Assignment, but not further or otherwise, shall be on such terms and conditions as are set out in the Temporary Assignment Terms, and during the Period of Temporary Assignment we shall operate as an Employment Business
(ii) following the end of a Period of Temporary Assignment in each case the fact of termination of such Assignment shall constitute the end of the application of the Temporary Assignment Terms, save as otherwise may be provided for within such Terms
(iii) during the Period of Temporary Assignment the Temporary Assignment Terms apply exclusively in place of the terms set out herein, and the Temporary Assignment Terms shall be for all purposes a separate agreement that is contained within this document for convenience only

general
7 It is further agreed that
(a) whilst we shall at all times act in good faith, we may remove your registration from our Candidate Database at any time, and we have no obligation to provide you with information or any service other than as specifically, and to the extent, stated in this agreement or required by law
(b) we do not guarantee that any work will be found and we do not accept any liability if we do not locate any such work for you, nor do we guarantee that any work found will be suitable for you
(c) we shall not be liable for any loss or damages
(i) arising out of any representation made by a Client to you, or by us to you deriving from inaccurate information provided by a Client to us
(ii) for any action, tort or breach of contract by a Client
(iii) if work found for you is not suitable
(iv) for any failure by us to provide any information or service save to the extent strictly required by law
(d) without prejudice to clause 7(c) our liability in any event, save for monies due for work done, shall be limited to direct loss only and shall not exceed Ł2,500 save where a limit is precluded by law
(e) each portion of this agreement, defined by punctuation, and paragraphs, is separate, distinct and severable and to give meaning to the intention of you and us the Court may modify any portion of this agreement that may otherwise be void; subject thereto any void portion may be severed, and the remaining provisions, including any such modified hereunder, shall continue in force
(f) this agreement will continue until terminated on one week’s written notice by one party to the other, save that you may not give notice during any period of Temporary Assignment unless the Temporary Assignment Terms permit you to do so
(g) this agreement is the sole agreement between you and us, supersedes any previous agreement between you and us relating to our services, and may not be varied save by agreement of both you and us (whether orally or otherwise) and confirmed in writing by us and accepted by our authorised officer
(h) this agreement may not be assigned without Certes’ prior written consent.
(i) the Laws of England govern this agreement and the English Courts have sole jurisdiction.

SCHEDULE A
TEMPORARY ASSIGNMENT TERMS

1 These Terms, which are subject to the definitions below and definitions C to O inclusive set out in the Principal Agreement, apply exclusively where you are to provide work to a Client on a temporary basis and have agreed to do so, and are effective upon commencement of a Temporary Assignment and not further or otherwise.

definitions and meanings
A Principal Agreement - the agreement of which this schedule, comprising a separate agreement, forms part
B These Terms - the terms set out in this schedule
C Contract - the terms set out in Schedule B of the Principal Agreement
D Assignment Confirmation - the confirmation of a Temporary Assignment we shall give to you in accordance with the terms of the Contract
E Temporary Assignment - includes for the purposes of these terms the terms set out in an Assignment Confirmation.

agreement
2 It is agreed that
(a) the general terms applicable and relating to your services shall apply in each Temporary Assignment and be as described in the Contract, the terms of which we both agree
(b) the specific terms applicable and relating to each Temporary Assignment including identity of the specific Client, rate of pay, location, start date and any other special terms shall be notified to you by way of Assignment Confirmation
(c) in the event that you attend a Contract Site for the purposes of providing work services as requested by us your action in doing so will be and shall constitute your acceptance of the Temporary Assignment
(d) in each case where you have agreed to perform a Temporary Assignment we shall both abide by the terms of the Contract and the Assignment Confirmation
(e) the provisions of clauses 4(b) to (d), 5(a) and (b), 6 and 7 of the Principal Agreement shall apply to these terms and the Contract as if the same were repeated herein
(f) we undertake to pay you in respect of work done by you whether or not we are paid by the Client
(g) the Contract will continue, but only be applicable to specific Assignments, until terminated in accordance with the provisions of the Contract and is the sole agreement between you and us relating to temporary work, supersedes any previous agreement between you and us relating to your services in respect of temporary work, and may not be varied save by agreement of both you and us (whether orally or otherwise) and confirmed in writing by us and accepted by our authorised officer.

SCHEDULE B
CONTRACT RELATING TO TEMPORARY ASSIGNMENT

definitions and meanings
Parties: Certes and the Supplier as set out in the Agreement, reference to “you” and “your” throughout this schedule shall be reference to the Supplier, and “Party” shall have commensurate meaning
Consultant: The Consultant in the Agreement
Agreement: The Agreement of which this schedule forms part
Client: A third party who is specified to be the Client in an Assignment, and references to “Client” shall, for the purposes of clauses 1(a) to (c), 2(a), 3, and 6 include references in the alternative to “End User”
Client Agreement: The agreement between us and a Client for the provision of services by you
Contract:   The contract in this schedule
End User:  Any third party for whom, or at whose premises, the Services are performed as directed by a Client
Contract Site:  The site specified in an Assignment, being the site to which we have been asked by the Client for you to report or provide your services, or such other site as may be agreed from time to time
Assignment:  The arrangement for you to provide work services to a Client of ours specified in a Proposal which you have accepted
Proposal:   A proposal comprising the information set out in Schedule 2 to the Agreement and which, from the date of a Contract, forms part of the Contract
Services:  The provision of consultancy services of the Supplier by the Representative agreed to be provided in an Assignment for the Client or End User at the Contract Site for the Contract Term (subject to termination in accordance with this Contract)
Contract Term:  The contract term specified in an Assignment or such further term as may be agreed (verbally or otherwise) and confirmed in writing from time to time by the Parties
Work Time:  The hours, comprising standard hours or standard hours and overtime as specified, or Professional Days as specified in an Assignment
Pay Rates:  The rates of pay specified in an Assignment
Expenses:  Such expenses as are authorised in writing by a Client and supported by original vouchers/receipts
Special Terms:  The special terms specified in an Assignment
Insurance Requirement: The insurance cover required as specified in an Assignment
Payment Terms:  Payment of fees will be made immediately wherever possible but in any event within 30 days PROVIDED that the Supplier has complied with the Terms and Conditions. Payment of properly authorised expenses, will be made immediately wherever possible following receipt of funds by Certes from the Client.

Terms and Conditions: The terms and conditions (subject to the definitions) in this Schedule

IT IS AGREED THAT:
A. This Contract explains your obligations, the basis upon which you will be paid by us, and records the entire contractual obligation between you and us relating to each Assignment.
B. You agree to provide the Services in accordance with this Contract and a Proposal.
C. Your acceptance of a Proposal, if not already provided to us, shall be deemed upon your commencement of an Assignment and the date of the Contract in that respect shall be the date of such commencement in each case.
D. The arrangements are subject to the Terms and Conditions, which you acknowledge you have fully read and understood.

TERMS AND CONDITIONS
1 The Supplier shall
a provide the Services professionally promptly and efficiently using its own skill and expertise and with due care during the Work Time throughout the Contract Term and upon termination howsoever deliver up to the Client all materials of the Client in the possession of the Supplier
b be subject to the legitimate instructions and monitoring of the Client and the direction, supervision and control of the Client and abide by the rules and regulations of the Client (and any Schedule requirements) relating to independent contractors and any Special Terms
c immediately report in writing to us any deficiency by the Client in providing such information and facilities to the Supplier as are necessary to enable the Supplier to provide the Services
d keep weekly written records of time spent on behalf of the Client, and have such records agreed and signed by a person authorised by the Client certifying that the services have been performed to the Client’s satisfaction and promptly following the last Friday of the calendar month the work was undertaken by the Supplier and within 28 days of the time worked, submit the signed records to us with the Supplier’s invoice calculated at the Pay Rate plus VAT and where appropriate together with any Expenses
e fully indemnify us and keep us so indemnified against any loss claim or damages including costs arising from any breach of this Contract or any act or omission causing loss to us or any third party by the Supplier and, if requested by us, maintain during and for twelve months after an Assignment insurance in accordance with the Insurance Requirement for that purpose, and provide to us evidence of such insurance upon request
f be entitled to suspend the Services for any periods during which the Supplier is obliged to allow the Consultant time off in order to comply with the Working Time Regulations 1998, provided that notice of time off for holiday for the Consultant shall first be given by the Supplier to Certes and, as agent for Certes, to the Client not less than 14 days prior to the relevant holiday period.
g lodge with the Client details of any passwords or other security mechanisms incorporated into any hardware, software or code and the source code to any software or code produced in providing the services.
h Be solely responsible for any loss, damage or theft of property under its sole custody and control provided by the Client and shall indemnify Certes against loss or damage while in the Consultants’ custody and control

2 The Supplier warrants that
(a) an adequate description of the consultancy specification required has been given to it by, or shall within 1 day of the Commencement Date be obtained by it from, the Client, and the Supplier has the necessary skill and expertise to meet such specification and shall undertake the work required with all due skill and in good faith
(b) it has identified to us the person to be engaged by the Supplier for the purposes of performing this contract on its behalf as the Consultant and that the Consultant has been so engaged for a period of not less than the Contract Term.

3 The Supplier shall not, and shall procure that the Consultant shall not
a at any time divulge or use for its/his own benefit any information capable of being confidential relating to the affairs business or business method of ours or the Client or information received from us or the Client except that which is in the public domain or is trivial or obvious or authorised to be released or required by Court Order to be disclosed
b discuss with the Client the terms of this Contract except as required for the Services or engage in work for any third party capable of being in conflict with the best interests of us or the Client without having first given to us and the Client notice of such conflict
c import any software onto the systems of the Client without the prior written consent of the Client
d use any facilities provided to it by the Client for any purpose other than is authorised by the Client.
e deliver or introduce any magnetic material or media that contains or includes any form of “virus” or anything which may cause corruption, deterioration, alteration or addition to the Client’s source code, program code, object code, or to any other data, media, firmware, software or other materials

4 Payment: In accordance with the Payment Terms we shall pay the Supplier on invoices submitted by the Supplier pursuant to Clause 1(d) only, save that we may set off, deduct or withhold appropriate sums from payments due to the Supplier where we have suffered loss for which the Supplier is liable, or where we have made any payment which is not properly due to the Supplier.

5 Termination
a Either Party may terminate an Assignment
(i) on or after the Commencement Date if a Notice to Terminate is specified for that Party upon giving to the other notice in writing of not less than the relevant period of notice, or
(ii) immediately by giving notice if the other becomes insolvent within the meaning of the Insolvency Act 1986 or any amendment thereto, or has a winding up order made against it or it passes a resolution to wind up, or it enters into any arrangement with its creditors, or it passes a resolution to cease trading or actually ceases trading, or it is in material breach of any of the terms of this Contract without prejudice to any claim arising from any such breach.
(b) An Assignment shall be terminated immediately
(i) if we give notice to that effect in the event that the Supplier fails to provide requested references within 10 working days of the Commencement Date, or in our opinion the Supplier fails to provide a full and satisfactory service to the Client; or
(ii) if the Supplier does not send proof of the Consultants’ identity including address, nationality, and work permit if applicable, immediately or within one week from the commencement date; or
(iii) if the Client Agreement is rejected by the Client prior to the Commencement Date, or is terminated for any reason, or if in our sole opinion (which need not be reasonable) we consider that the Client may not be able to or willing to perform its obligations under the Client Agreement, and we shall promptly notify the Supplier verbally or otherwise of such termination.
(iv) if the Supplier is unable to provide the agreed Services due to the Consultant being absent (other than because of sickness or injury) for any day without Certes’ prior consent
(v) if the Supplier is unable to provide the agreed Services due to the Consultant being absent because of sickness for more than 7 consecutive days in any 3 month period or for any other period which has a detrimental effect on the provision of the agreed Services.
(vi) If the Supplier commits a serious breach of any Client site rules and regulations or any disciplinary rules.
(vii) If the Supplier fails to carry out an assignment with proper skill and care
(viii) If an event of force majeure continues for a period of 30 days, no liability shall result against either party from non-performance caused by Government actions, acts of God, War, Civil disorder or other unavoidable causes beyond the reasonable control of the non-performing party and which cannot be reasonably foreseen of provided against (“force majeure”) until such time as the force majeure has ended or would have ended had the non-performing party taken those steps which it could reasonably have been expected to take in order to resolve the force majeure.

6 General
(a) As the Supplier has agreed the Services with the Client and given the warranty in clause 2(a) it is agreed we shall not be liable for any loss or damages arising out of any misdescription of the work or representation made by us or the Client to the Supplier and which may have induced the Supplier to enter into this Contract.
(b) The benefit of any work undertaken by the Supplier for the Client, including any copyright or intellectual rights of any kind in such work, shall respectively be and remain the property of the Client.
(c) If requested by the Client or by Certes, The Supplier will ensure that the Consultant enters into and signs a confidentiality agreement with the Client and will comply with the terms of that agreement. The Supplier will provide Certes with a copy of this agreement.
(d) The Supplier is an independent Company and is not employed by us. Nothing in this Contract is intended to or shall imply a contract of employment between any two parties referred to in this Contract and there is no implied restraint upon either the Consultant or the Supplier in providing services to any other party. The Supplier or the Consultant should not integrate into the Client workforce other than for the purpose of the Services and the Supplier shall indemnify us and keep us indemnified against any costs claims or demands arising from any claim by the Consultant for an award arising either from an allegation that the Consultant is an employee of us or a Client.
(e) Even though an Assignment may have been terminated, any clause intended to have effect following termination, shall survive and continue in effect.

SUPPLIER AGREEMENT TERMS AND CONDITIONS

1 The Supplier shall

1 provide the Services professionally promptly and efficiently using its own skill and expertise and with due care during the Work Time throughout the Contract Term and upon termination howsoever deliver up to the Client or End User all materials of the Client or End User in the possession of the Supplier

2 be subject to the legitimate instructions of the Client and abide by the rules and regulations of the Client or End User (and any Schedule requirements) relating to independent contractors and any Special Terms

3 immediately report in writing to Certes any deficiency by the Client or End User in providing such information and facilities to the Supplier as are necessary to enable the Supplier to provide the Services

4 keep written records of time spent on behalf of the Client and have such records agreed and signed by a person authorised by the Client certifying that the Services have been performed to the client’s satisfaction and promptly and within 28 days of the time worked submit the signed records to Certes with the Supplier's invoice calculated at the Pay Rate plus VAT and where appropriate together with any Expenses

5 fully indemnify Certes against any loss claim or damages including costs arising from any breach of this agreement or any act or omission causing loss to Certes or any third party by the Supplier and maintain during and for twelve months after this agreement a suitable insurance policy to an agreed limit for that purpose, and provide to Certes evidence of such insurance upon request

6 be entitled to suspend the Services for any periods during which the Supplier is obliged to allow the Consultant time off in order to comply with the Working Time Regulations 1998, provided that notice of time off for holiday for the Consultant shall first be given by the Supplier to Certes and, as agent for Certes, to the Client not less than 14 days prior to the relevant holiday period.

7 be solely responsible for any loss, damage or theft of property under its sole custody and control provided by the Client and shall indemnify Certes against loss or damage while in the Consultants’ custody and control

8 The Supplier shall not and procure that the Consultant shall not deliver or introduce any magnetic material or media that contains or includes any form of a “virus” or anything which may cause corruption, deterioration, alteration or addition to the Client’s source code, program code, object code, or to any other data, media, firmware, software or other materials

9 Ensure that the Consultant lodges with the Client details of any passwords or other security mechanisms incorporated into any hardware, software or code and the source code to any software or code produced in providing the Services.

10 Ensure that the Consultant has the right to work in the UK and provide proof of identification, including nationality and work permit if applicable, as well as a home address All relevant documents are required immediately and no later than one week from the Commencement date.

2 The Supplier warrants that

2.1 an adequate description of the consultancy specification required has been given to it by, or shall within 1 day of the Commencement Date be obtained by it from, Certes, the Client or End User and the Supplier has the necessary skill and expertise to meet such specification and shall undertake the work required with all due skill and in good faith

2.2 it has identified to Certes the person to be engaged by the Supplier for the purposes of performing this contract on its behalf as the Consultant and that the Consultant has been so engaged for a period of not less than the Contract Term. The Supplier can substitute the Consultant subject to these conditions. For the benefit of doubt unapproved substitution will be deemed as a breach of contract with an immediate termination effective
(a) The substitution of the Consultant will be under the same terms
(b) Substitution can be initiated by writing to Certes subject to reasonable notice
(c) Certes approval must have been received in writing prior to the execution of the substitution
(d) Certes and its Client must be reasonably satisfied with the proposed substitution in terms that the proposed substitution has the equivalent or better technical, communicative, and consultative skills in order to fulfil the contractual obligations. Appropriate evidence of qualifications and technical abilities will be required to support the change of personnel.
(e) Any cost incurred with a substitution will be meet by the Supplier including time spent assessing the substituted Consultant and or time training the substituted Consultant to have the same knowledge with regard to the Client’s business activities.

2.3 the Consultant has not been convicted of any criminal offence (other than road traffic offences) relevant to Certes’ decision to hire the Supplier to provide the Services or the Client’s decision to allow the Supplier access to its site or systems, information or property for the purposes of supplying the Services, nor is any charge pending for such an offence

2.4 it will indemnify Certes against all losses, damages or expenses suffered or incurred directly or indirectly because of any breach by the Supplier of this Agreement or because of the negligence and/or breach of duty of the Supplier or the Consultant in providing the Services to the Client.

2.5 it is authorised as agent on behalf of the Consultant to bind the Consultant to this clause and clause 3 but not further or otherwise and in signing this agreement it agrees on behalf of the Consultant that
(a) that the consideration for the agreement by the Consultant in this clause and clause 3 is the agreement between the Parties,
(b) it acknowledges that Certes is free to contract with the Client on any terms that it thinks fit in accordance with its own commercial practice.

3 The Supplier and the Consultant shall not

3.1 during the Contract Term or thereafter for a period equivalent to the period of supply under this agreement (but not being less than 3 months nor more than 12 months) either directly or indirectly (whether under a contract of services or a contract for services or through any third party) provide similar consultancy services to the Client or End User except by contract through Certes unless the Supplier shall first have paid to Certes a fee of 20% of the total remuneration agreed to be paid for the Services by the Client or End User for the relevant period of supply (but not exceeding 12 months) plus VAT

3.2 at any time divulge or use for its/his own benefit any information capable of being confidential relating to the affairs business or business method of Certes or the Client or End User or information received from Certes or the Client or End User except that which is in the public domain or is trivial or obvious or authorised to be released or required by Court Order to be disclosed

3.3 discuss with the Client or End User the terms of this agreement except as required for the Services or engage in work for any third party capable of being in conflict with the best interests of Certes, the Client or End User without having first given to Certes and the Client or End User notice of such conflict

3.4 import any software onto the systems of the Client or End User without the prior written consent of the Client or End User

3.5 use any facilities provided to it by the Client or End User for any purpose other than is authorised by the Client or End User.

4 Payment

4.1 payment in accordance with clause 4.2 Certes shall pay the Supplier on invoices submitted by the Supplier pursuant to Clause 1.4 only save that Certes may as a set off deduct or withhold sums from payments due to the Supplier where Certes has suffered loss for which the Supplier is liable.

4.2 Payment of all fees will be made immediately wherever possible but in any event within 30 days PROVIDED that the Supplier has complied with the Terms and Conditions. Payment of properly authorised expenses will be made immediately wherever possible following receipt of funds by Certes from the Client.

5 Termination

5.1 Either Party may terminate this Agreement
(a) on or after the Commencement Date if a Notice to Terminate is specified for that Party upon giving to Certes notice in writing of not less than the relevant period of Notice; or
(b) immediately by giving notice if the other becomes insolvent within the meaning of the Insolvency Act 1986 or any amendment thereto, or has a winding up order made against it or passes a resolution to wind up, or enters into any arrangement with its creditors, or passes a resolution to cease trading or actually ceases trading, or is in material breach of any of the terms of this agreement (material breach including failure to make payment of any invoice for more than 28 days after the due date in accordance with the Payment Terms) without prejudice to any claim arising from any such breach.

5.2 This Agreement shall be terminated immediately
(a) if Certes gives notice to that effect in the event that the Supplier fails to provide requested references within 10 working days of the Commencement Date or
(b) in the opinion of Certes fails to provide a full and satisfactory service to the Client; or is in breach of any provisions of this Agreement; or
(c) if the contract between Certes and the Client is terminated or if continued performance of the Services becomes impossible (in either case for whatever reason); or
(d) If the Supplier does not send proof of the Consultants identity including address, nationality, work permit if applicable and any other data or documents as required by The Conduct of Employment Agencies and Employment Business Regulations 2003, immediately or within one week from the start date; or
(e) if the Client Agreement is rejected by the Client prior to the Commencement Date or is terminated for any reason, or if in the sole opinion of Certes (which need not be reasonable) Certes considers that the Client may not be able to or willing to perform its obligations under the Client Agreement, and Certes shall promptly notify the Supplier verbally or otherwise of such termination.
(f) If the Consultant is absent (other than because of sickness or injury) for any day without Certes’ prior written consent.
(g) If the Consultant is absent because of sickness for more than 7 consecutive days in any 3 month period or for any other period which has a material effect on the provision of the Services.
(h) If the Consultant commits a serious breach of any Client site rules and regulations.
(i) If the Consultant fails to carry out an assignment with proper skill and care.
(j) If an event of force majeure continues for a period of 30 days, no liability shall result against either party from non-performance caused by Government actions, acts of God, War, Civil disorder or other unavoidable causes beyond the reasonable control of the non-performing party and which cannot be reasonably foreseen or provided against (“force majeure) until such time as the force majeure has ended or would have ended had the non-performing party taken those steps which it could reasonably have been expected to take in order to resolve the force majeure.

6 General

6.1 The Supplier having agreed the Services with the Client or End User and given the warranty in clause 2.1, Certes shall not be liable for any loss or damages arising out of any misdescription of the Services or representation made by Certes the Client or End User to the Supplier and which may have induced the Supplier to enter into this agreement. Without prejudice to this provision Certes’ liability in any event shall be limited to Ł2,500 except in cases of death or personal injury for which Certes is liable

6.2 The benefit of any work undertaken by the Supplier for the Client or End User including any copyright or intellectual rights of any kind in such work shall respectively be and remain the property of the Client or End User

6.3 The Supplier is an independent supplier and is not employed by Certes. Nothing in this agreement is intended to or shall imply a contract of employment between any two parties referred to in this agreement and there is no implied restraint upon either the Consultant or the Supplier in providing services to any other party nor is there any obligation upon the Supplier or Consultant to integrate into the Client or End User workforce other than for the purpose of the Services. The Supplier indemnifies both Certes and the Client for any liability actual or implied for any claims made by any of its employees against any of the other parties in respect of any claims relative to employee status. Both the Supplier and Certes relinquish all rights under the Contracts Rights of Third Parties Act 1999.

6.4 For the purposes of clauses 3.1 and 3.2, “Client” and “End User” shall include any Associate of the Client or End User, “Associate” having the meaning attributed to it by s.435 Insolvency Act 1986

6.5 Even though this agreement may have been terminated, any clause intended to have effect following termination, shall survive and continue in effect

6.6 Each portion of this agreement, defined by punctuation, is separate, distinct and severable and to give meaning to the intention of the Parties the Court may modify any portion that may otherwise be void; subject thereto, any void portion may be severed and the remaining provisions shall continue in force

6.7 Any notice under this Agreement shall be in writing sent to the addressee at the last known address or fax number either, respectively, by first class post, or by fax, and shall be deemed to have been received, in the case of post on the postal date following the date of posting, in the case of fax on the date of transmission, in the case of service by more than one method the date of the first valid service applies

6.8 Certes will not be liable to the Supplier for any loss or inconvenience to the Supplier caused by any event which is outside the reasonable control of Certes Computing.

6.9 This Agreement may not be assigned without Certes’ prior written consent.

6.10 This is the sole and entire Agreement between the Parties and may not be varied save by agreement of both Parties (whether orally or otherwise) and confirmed in writing by Certes and signed by an authorised officer of Certes

6.11 This Agreement is governed by English Law and shall be subject to the jurisdiction of the English Courts.