1.1 The definitions and rules of interpretation in this clause apply to this agreement.

1.2   A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

1.3   A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4   A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes any subordinate legislation for the time being in force made under it.

1.5   Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.6   References to clauses are to the clauses of this agreement.

1.7   Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.1   These terms set out the agreement between Wonderstaff and the client for the supply of temporary workers by Wonderstaff to the client. For the purposes of the Conduct Regulations 2003, Wonderstaff acts as an employment business in relation to the Introduction and supply of temporary workers pursuant to this agreement.

2.2   2 Wonderstaff will perform the services using reasonable skill and care and will ensure that all staff involved in the provision of the services are suitably trained, sufficiently skilled, experienced and competent.

3.1   When making a request for the provision of a temporary worker to perform certain services (an "Assignment"), the client will give Wonderstaff details of:

(a)   The date on which the client requires the temporary worker to commence work and the duration, or likely duration, of the work;

(b)   The position which the client seeks to fill, including the type of work the temporary worker in that position would be required to do, the location at which, and the hours during which, the temporary worker would be required to work, and any risk to health or safety known to the client and what steps the client has taken to prevent or control such risks;

(c)   The experience, training, qualifications and any authorisation which the client considers are necessary, or which are required by law, or by any professional body, for the temporary worker to possess in order to work in the position;

(d)   Any expenses payable by or to the Worker;

(e)   Any information reasonably required by Wonderstaff in order for Wonderstaff to fulfil its obligations under the AWR 2010.

3.2   The client is responsible for providing a safe working environment and safe and appropriate equipment for the tasks to be completed by the temporary worker

3.3   The client is responsible for ensuring that the temporary worker is not subject to discrimination by the client's employees, service users or any other third party during the course of an Assignment.

3.4   Where the services require residence of a temporary worker at the client's premises, the client shall provide adequate accommodation for rest or sleep and meals for the temporary worker.

3.5   The client shall ensure that the temporary worker is able to take the same refreshment breaks, meals and facilities as the client's own staff (which shall in any event comply with requirements under applicable law).

3.6   Any costs associated with refreshment breaks (which must be provided in accordance with applicable law), meals or any benefits in kind in accordance with clauses 3.4 and 3.5 are not deductible from the Service Fees, unless otherwise agreed in writing by the parties.

3.7   An authorised representative of the client is responsible for verifying the hours worked by the temporary worker by signing a timesheet or by completing an online timesheet.

4.1   Wonderstaff's most valuable asset is its bank of workers. Wonderstaff invests heavily in the recruitment, investigation and approval, training and development of all members of its staff. As such it is necessary for Wonderstaff to protect its investment.

4.2   If, within 6 months following the Introduction of a temporary worker by Wonderstaff to the client, in circumstances where the temporary worker has not then been supplied by Wonderstaff to the client, the client Engages the temporary worker, the client will pay Wonderstaff an introduction fee of £6,000 (where the temporary worker is a nurse) or £3,000 (where the temporary worker is a care worker) (the "Introduction Fee").

4.3   If, following the supply of a temporary worker by Wonderstaff to the client, the client Engages the temporary worker within the Relevant Period, the client will pay Wonderstaff a transfer fee of £6,000 (where the temporary worker is a nurse) or £3,000 (where the temporary worker is a care worker) (the "Transfer Fee").

4.4   Introduction Fees and/or Transfer Fees will not be payable if the client gives written notice to Wonderstaff that it intends to hire (or continue to hire) the temporary worker on a full time basis (i.e. 37.5 hours per week) for a period (or further period) of three months (i.e. 487.5 hours) ("Extended Assignment") before it Engages the temporary worker and the client does in fact hire the temporary worker for that Extended Assignment. The Service Fees payable by the client during the Extended Assignment will be calculated at the applicable rate.

4.5   If, within 6 months following the Introduction of a temporary worker by Wonderstaff to the client, in circumstances where the temporary worker has not then been supplied by Wonderstaff to the client, the client introduces the temporary worker to a third party who then Engages the temporary worker, the client will pay Wonderstaff a referral fee of £6,000 (where the temporary worker is a nurse) or £3,000 (where the temporary worker is a care worker).

4.6   If, following the supply of a temporary worker by Wonderstaff to the client, the client introduces the temporary worker to a third party who then Engages the temporary worker within the Relevant Period, the client will pay Wonderstaff a referral fee of £6,000 (where the temporary worker is a nurse) or £3,000 (where the temporary worker is a care worker).

5.1   The client will review the information provided by Wonderstaff in accordance with clause 2.3 and if (acting reasonably and in a non-discriminatory fashion) the client is not satisfied with the proposed temporary worker, the client shall notify Wonderstaff prior to the temporary worker arriving at the client's premises to perform the services so that Wonderstaff can find a suitable alternative temporary worker.

5.2   If (acting reasonably and in a non-discriminatory fashion) either party believes that a temporary worker is unsuitable to perform the relevant Assignment once the temporary worker has arrived at the client's premises and/or the provision of services by the temporary worker has commenced (an "Unsatisfactory temporary worker"), then such party shall notify the other party in writing, giving the grounds for its dissatisfaction.

5.3   Upon notification by either party in accordance with clause 5.2, Wonderstaff will use reasonable endeavours to replace the Unsatisfactory temporary worker with another temporary worker as soon as is reasonably practicable. If Wonderstaff is unable to replace the Unsatisfactory temporary worker within 48 hours, the client may terminate the Assignment immediately on notifying Wonderstaff in writing. The client shall remain liable for payment of Service Fees due and payable for services already performed if the circumstances in clauses 5.2 and 5.3 arise.

5.4   If a temporary worker is absent for any reason during an Assignment, Wonderstaff will use its reasonable endeavours to provide another suitably qualified temporary worker to cover the absence. Wonderstaff will notify the client if no suitable replacement is available and shall have no liability to the client in respect of the absence.

5.5   The client may terminate an Assignment at any time on giving 24 hours' notice in writing to Wonderstaff.

5.6   Wonderstaff may, at its sole discretion, charge the full amount of any Service Fees which would have become due in respect of any Assignment which is terminated by the client on less than 24 hours' notice.

6.1   Wonderstaff has developed an automated online booking system which enables clients to access Wonderstaff's information online, to ascertain staff availability and to place bookings. The client portal system also allows Wonderstaff to display staff verification details and staff profiles.

6.2   Subject to clause 6.3, Wonderstaff hereby grants the client a non-exclusive licence to use the client portal for the client's internal business administration activities for the term of this Agreement. The client is not permitted to grant access to the client portal and Profile Service to any other person and such action will entitle Wonderstaff to terminate or suspend the client's access to the client portal with immediate effect. The licence granted under this clause 6.2 shall terminate automatically upon termination of this Agreement.

6.3   The parties will complete an audit of the client's IT facilities to ensure compatibility with the client portal. Following the successful completion of an audit and compatibility check, Wonderstaff will:

(A)   Provide the client with a username and password to access the client portal in accordance with clause

(B)   Assist with on-site set up at the client's premises; and

(C)   Provide a training session at the client's premises (further training may be requested by the client at a rate of £250 per day).

6.4   Wonderstaff will use reasonable endeavours to maintain the availability of the client portal but shall have no liability to the client for any interruption or unavailability or the loss of any data.

7.1   The client will pay Wonderstaff the service fees in respect of temporary workers.

7.2   The service fees will:

(A)   Be calculated according to the amount of time worked by the temporary worker (rounded up to the nearest 15 minutes); and

(B)   Comprise the entire charge in respect of the temporary worker and shall be exclusive of VAT (if applicable);

7.3   Wonderstaff shall be entitled, at its sole discretion, to review and increase or decrease the fees set out in the Scale of Charges periodically (and in any event every 6 months in respect of qualified nurses and every 12 months in respect of care workers).

7.4   Unless otherwise agreed by the parties in writing, the client shall reimburse Wonderstaff, in addition to the Fees, the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably and properly incurred by the temporary worker in the provision of the Services.

7.5   Wonderstaff will submit its invoice to the client in respect of the Fees and any Expenses weekly in arrears.

7.6   Wonderstaff will submit invoices to the client via email or post (as agreed between the parties) unless the client has notified Wonderstaff that it wishes to access invoices online through Wonderstaff’s online invoicing system. To the extent that the online invoicing system is or becomes unavailable at any time, Wonderstaff shall be entitled at its discretion to submit invoices to affected clients by email or post.

7.7   The client shall pay each invoice submitted to it by Wonderstaff, in cleared funds, within 28 days of receipt, by BACS to a bank account nominated in writing by Wonderstaff or by cheque.

7.8   If the client fails to make any payment due to Wonderstaff under this agreement by the due date for payment, then, the client shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The client shall pay the interest together with the overdue amount.

This agreement shall commence on the date stated in the Contract Details and shall continue, unless terminated earlier in accordance with clause 9.

9.1   Wonderstaff may withdraw temporary workers in circumstances, which, in Wonderstaff's reasonable opinion, make the completion of an assignment untenable. Such circumstances would include (without limitation) failure by the client to provide safe and appropriate equipment and a safe environment in accordance with clause 3.2, failure to pay an invoice in accordance with clause 9.2(a) or 3 occurrences of late payment of an invoice within a calendar year.

9.2   Without affecting any other right or remedy available to it, Wonderstaff may terminate this Agreement with immediate effect by giving written notice to client if the client:

(A)   Fails to pay any amount due under this Agreement on the due date and remains in default no less than 28 days after being notified in writing to make such payment;

(B)   Commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 28 days of receipt of notice in writing to do so;

(C)   Takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(D)   Suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business or if the client's financial position deteriorates to such an extent that in Wonderstaff's opinion the client's capability to adequately fulfil its obligations under this Contract has been placed in jeopardy.

10.1   Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

10.2   Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.