PayGo

and

[client]

Supply of Services Agreement

Dated: Thursday 24th October 2019

Parties
(1) PayGo a trading style of FT Management Consultants Ltd of 8&9, Parsons Court, Welbury Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6ZE (PayGo);
(2) [full company name] incorporated and registered in England and Wales with company number [number] whose registered office is at [registered office address] (Client).
It is agreed
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply to this Agreement.
Assignment shall have the meaning set out in clause 3;

AWR 2010 the Agency Workers Regulations 2010 (SI 2010/93);
Business Day a day other than a Saturday, Sunday or public holiday when banks in London are open for business;
CIS means the Construction Industry Scheme;
Commencement Date shall mean the date of this Agreement;
Engage(s) means the engagement under a contract for services of a Sub-Contractor by or on behalf of the Client;
Group in relation to a company, that company, each and any subsidiary or holding company from time to time of that company or of a holding company of that company;
holding company has the meaning given in clause 1.5;
Screen carry out pre-vetting checks to the level and criteria as required by the Client from time to time and Screening shall be construed accordingly;
Services the provision of services by way of Sub-Contractors;
subsidiary has the meaning given in clause 1.5;

Sub-Contractor an individual providing services to the Client but not as an employee of the Client;
Sub-Contractor Fees shall have the meaning set out in clause 4.1;

Territory the United Kingdom;
TUPE the Transfer of Undertakings (Protection of Employment) Regulation 2006 (SI 2006/246); and
VAT value added tax chargeable under the Value Added Tax Act 1994.
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 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.7 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.8 A reference to writing or written includes fax and e-mail.
1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.10 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. Agreement
2.1 This Agreement sets out the agreement between PayGo and the Client for the supply of Services by PayGo to the Client.
2.2 PayGo agrees to search, in the Territory, for Sub-Contractors for the Client who meet the Client’s minimum qualifications and other criteria.
2.3 Without prejudice to any other provision of this Agreement, PayGo shall use reasonable endeavours to accurately and promptly complete and otherwise process and provide information in accordance with such ordering and other monitoring, invoicing or reporting systems (including any IT platforms or programs) which the Client may from time to time designate.
2.4 The parties shall conduct meetings regularly to review the Services being provided by PayGo. Any resulting changes agreed to the Services, remuneration or any other aspect of the arrangement shall be confirmed in writing. Otherwise, the previous arrangements shall apply.

2.5 The Client shall have no right to, nor shall seek to. exercise any direction, control, or supervision over the Sub-Contractor in the provision of the services.  The Sub-contractor shall co-operate with the Client’s reasonable requests within the scope of the services; however, it is acknowledged that Sub-Contractors shall have autonomy over their working methods.

2.6 If the Sub-Contractor is unable to undertake the work for any reason, it may, appoint a suitably qualified and skilled Substitute to perform the Services, provided that the Substitute shall be required to enter into provisions equivalent to the terms of this Agreement with regard to confidentiality. If PayGo and the Client accept the Substitute, such acceptance not to be withheld where the substitute is suitably skilled and qualified, the Sub-Contractor shall continue to invoice PayGo for services rendered to the Client
3. Client’s Obligations
3.1 The Client will notify PayGo each time that it Engages a Sub-Contractor (Assignment) and, the Client will give PayGo the following details in respect of each Sub-Contractor it Engages on a weekly basis:
3.1.1 full name, address and contact details;
3.1.2 applicable daily fee rate;
3.1.3 number of days worked;
3.1.5 the date on which the Sub-Contractor was Engaged by the Client; and
3.1.6 where applicable, the date on which the Sub-Contractor has been Engaged by the Client for 12 weeks to ensure that PayGo complies with its obligations under the AWR 2010.
3.2 The Client is responsible for obtaining any certificate of sponsorship or permit needed to enable the Sub-Contractor to work in the United Kingdom and for ensuring that the Sub-Contractor satisfies any medical requirements or other qualifications that may be appropriate or required by law.
3.3 The Client shall comply with its obligations under relevant and applicable legislation in the Territory.
3.4 The Client shall ensure that:

3.5 The Client shall comply with all other obligations, duties and regulations, whether statutory or otherwise including those relating to the place, nature or system of work, in any way arising from or directly or indirectly connected with the Services rendered by a Sub-Contractor.
3.6 If the Client decides that a Sub-Contractor is unsuitable to perform the Assignment (an Unsatisfactory Sub-Contractor), then the Client shall notify PayGo in writing of that fact, giving the grounds for its dissatisfaction with the Unsatisfactory Sub-Contractor.
3.7 If the Client notified PayGo of an Unsatisfactory Sub-Contractor in accordance with clause 3.6:
3.7.1 within 48 hours of the commencement of the Assignment, then the Assignment will immediately terminate and no Sub-Contractor Fees shall be payable, and
3.7.2 in all other cases the Assignment shall terminate at the end of the day on which PayGo was notified, and Sub-Contractor Fees shall be payable up to the date of such termination.
3.8 PayGo or the Client may terminate an Assignment at any time on reasonable notice. The Client reserves the right to change its requirements at any time before the commencement of the Assignment without any liability of the Client to PayGo whatsoever, save for the payment of Sub-Contractor Fees due and payable for services already performed. Such cancellation or amendment shall be effective immediately upon the giving by the Client of notice to PayGo (which may be given by telephone, e-mail or in writing).
4. Fees and VAT
4.1 The Client will pay PayGo fees in respect of Sub-Contractors as agreed by the parties in writing (Sub-Contractor Fees). The Sub-Contractor Fees comprise the Sub-Contractor’s pay, and PayGo’s commission payment of [insert commission payment amount] per week, per Sub-Contractor Engaged by the Client. The following conditions apply to the Sub-Contractor Fees:
4.1.1 unless otherwise agreed in writing by PayGo, they are calculated according to the number of hours worked by the Sub-Contractor (to the nearest quarter hour); and
4.1.2 provided that the Sub-Contractor Fees are less than twenty thousand pounds (£20,000) the Client shall be invoiced weekly and invoices are payable within 30 days of the invoice date. Where the Sub-Contractor Fees are twenty thousand pounds (£20,000) or more, payment is required from the Client prior to PayGo providing the Services.
4.2 PayGo will:
4.2.1 pay each Sub-Contractor the wages and reimbursement of expenses to which the Sub-Contractor is entitled by reason of carrying out work for the Client less the commission referred to in clause 4.1 above;
4.2.2 where appropriate, make deductions and account to HM Revenue and Customs for CIS and income tax in respect of the remuneration of each Sub-Contractor; and
4.2.3 where appropriate, make deductions and account for all necessary National Insurance contributions relevant to the remuneration of each Sub-Contractor.
4.3 Where applicable, PayGo shall charge VAT to the Client, at the prevailing rate PayGo.
4.4 If the Client fails to make any payment due to PayGo under this Agreement by the due date for payment, then, the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s 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.
5. Term
This Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 6, until either party gives to the other party 30 Business Days’ notice to terminate.

5.1 Each Sub contractor assignment will for the provision of specific services for a specified duration. Sub-contractor assignment terms will contain clear start and end dates along with a clear description of the services to be provided. 

5.2 The Client is under no obligation to continue to offer assignments to PayGo or to its Sub contractors nor is PayGo or its Sub Contractors  under any obligation to accept such contracts or services if offered. PayGo is not obliged to make the services of its Sub Contractors available and both parties agree and intend that there be no mutuality of obligations either during or following the agreement, whatsoever.      
6. Default and Early Termination
6.1 Without affecting any other right or remedy available to it, PayGo may terminate this Agreement with immediate effect by giving written notice to the Client if:
6.1.1 the Client commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of receipt of notice in writing to do so;
6.1.2 the Client repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
6.1.3 the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
6.1.4 the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client;
6.1.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client;
6.1.6 a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
6.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Client (being a company);
6.1.8 a floating charge holder over the assets of the Client (being a company) has become entitled to appoint or has appointed an administrative receiver;
6.1.9 a person becomes entitled to appoint a receiver over the assets of the Client or a receiver is appointed over the assets of the Client;
6.1.10 any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 6.1.3 to clause 6.1.9 (inclusive); or
6.1.11 the Client suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business.
7. Effect of Early Termination
7.1 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.
7.2 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.
8. Announcements
No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
9. Audit and Record-keeping
9.1 The Client shall keep and maintain until six years after this Agreement has expired or terminated, or as long a period as may be agreed between the parties, full and accurate records of each Assignment including, in particular:
9.1.1 the services provided by PayGo under this Agreement;
9.1.2 all payments made by the Client to PayGo; and
9.1.3 the terms on which it Engages any Sub-Contractors.
9.2 The Client shall on request provide PayGo or PayGo’s representatives such access, on reasonable notice and within normal working hours, to those records as may be reasonably required in connection with this Agreement.
10. Indemnities and Insurance
10.1 PayGo shall indemnify the Client against all liability, assessment or claim:
10.1.1 in respect of any National Insurance contributions, income tax or other taxation obligations where such liability, assessment, or claim arises or is made in connection with payments made by the Client in respect of any Sub-Contractor while provided as such by PayGo to the Client; or
10.1.2 arising from any such Sub-Contractor having at any time claimed or being held or deemed to have been an employee of the Client or been otherwise engaged directly by the Client including any claim for wrongful or unfair dismissal or redundancy payment.
10.2 PayGo shall indemnify the Client against all liabilities arising out of or in connection with any termination of this Agreement from any transfer or deemed or alleged transfer by operation of law of any of PayGo’s employees or any Sub-Contractor including in respect of TUPE.
10.3 PayGo shall be responsible for deduction and payment of all tax, National Insurance contributions and other taxes and levies in respect of Sub-Contractors and shall keep the Client indemnified against all liability to make such statutory payments that may be suffered or incurred by the Client.
10.4 PayGo shall ensure that it, at all times, complies with all relevant and applicable legislation in the Territory.
10.5 The Client shall at all times comply with its obligations under the AWR 2010, including but not limited to providing any Sub-Contractors with access to collective facilities and amenities and employment opportunities subject to and in accordance with regulation 12 and 13 of the AWR 2010.
10.6 During the term of this Agreement, the Client shall maintain in force, with a reputable insurance company, employer’s liability insurance in an amount not less than two hundred and fifty thousand pounds (£250,000) and shall on PayGo’s request, produce both the insurance certificate giving details of the cover and the receipt for the current year’s premium.
10.7 The provisions of this clause 10 shall survive termination of this Agreement.
11. Confidentiality
11.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the Group of companies to which the other party belongs, except as permitted by clause 11.2.
11.2 Each party may disclose the other party’s confidential information:
11.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and
11.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.
12. Data Protection Compliance
12.1 To the extent that any data or information belonging to the Client is personal data within the meaning of the Data Protection Act 1998 or equivalent legislation in the Territory:
12.1.1 PayGo will process such data and information only in accordance with the Client’s instructions;
12.1.2 PayGo will not transmit such data and information to a country or territory outside the European Economic Area without the Client’s prior express written consent; and
12.1.3 PayGo will take such technical and organisational measures against unauthorised or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate to the Client as data controller.
13. Assignment and Other Dealings
13.1 Subject to clause 13.2, neither party shall assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
13.2 The Client shall not sub-contract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent without the prior written consent of PayGo. It shall be a condition of such consent that the sub-contractor signs and observes an agreement containing terms at least as onerous as those contained in this Agreement. Without prejudice to this clause, the Client shall in all cases retain sole responsibility for the performance of the tasks assigned to it under this Agreement, regardless of the use of authorised or unauthorised sub-contractors and the Client shall be liable for the acts and omissions of any sub-contractor (of any tier and authorised and unauthorised) or any intermediaries whatsoever as if they were the acts and omissions of the Client.
14. No Partnership or Agency
14.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
14.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
15. Entire Agreement
15.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
15.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
15.4 Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.
16. Third Party Rights
No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
17. Notices
17.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
17.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
17.1.2 sent by fax to its main fax number.
17.2 Any notice or communication shall be deemed to have been received:
17.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
17.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
17.2.3 if sent by fax, at 9.00 am on the next Business Day after transmission.
17.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
18. Governing Law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
19. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
20. Force Majeure
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement, including payment, if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Agreement by giving 7 days’ written notice to the affected party.
21. Severance
21.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
21.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
Executed on the date that appears on the front of this document.

Executed by

…………………………………………….. ……………………………………………..
(signature of authorised signatory)
for and on behalf of

PayGo

Executed by

…………………………………………….. ……………………………………………..
(signature of authorised signatory)
for and on behalf of

[insert name of company]