Sub-Go Limited
and

Terms of Engagement for Temporary Workers

This Agreement is made on Thursday 23rd April 2026

Parties

(1) Sub-Go Limited (registered in England and Wales with company number 07975081) whose registered office is at Units 8 & 9 Parsons Court, Welbury Way, Aycliffe Industrial Park, Newton Aycliffe, County Durham, DL5 6ZE (Employment Businee).

(2) of (Temporary Worker).

1. Definitions and interpretations

1.1 The following definitions and rules of interpretation apply to this Agreement.
Assignment: the temporary services to be carried out by the Temporary Worker for the Client, as more particularly described in the Work Scope;

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;

Calendar Week: shall have the meaning in regulation 7(4) of the AWR 2010;

Client: the person, firm, partnership, company or Group company (as the case may be) to whom the Temporary Worker is supplied;

Client Property: any documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of the Client, and any equipment, keys or hardware provided to the Sub-Contractor for use during the engagement, and any work, data or documents (including copies) manufactured, produced, maintained or stored by the Sub-Contractor during the Engagement relating to the services;

Confidential Information: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Client, the Employment Business for the time being confidential to the Client, the Employment Business and trade secrets including, without limitation, technical data and know-how relating to the business of the Client or the Employment Business or any of its or their suppliers, customers, agents, distributors, shareholders, management or business contacts and including (but not limited to) work/products that the Temporary Worker creates, develops, receives or obtains in connection with the Assignment, whether or not such work/products are marked confidential;

Demand: any action, award, claim or other legal recourse, complaint, cost, debt, demand, expense, fine, liability, loss, outgoing, penalty or proceeding;

Group: in relation to a company, that company, each and any subsidiary or holding company from time to time of that company; holding company has the meaning given in clause 1.4;

Other Qualifying Period Payment: any remuneration payable to the Temporary Worker (other than the Qualifying Period Rate of Pay), which is not excluded by virtue of regulation 6 of the AWR 2010, such as any overtime, shift premium, commission or any bonus, incentive or rewards which are directly attributable to the amount or quality of work done by a Temporary Worker and are not linked to a financial participation scheme (as defined by the AWR 2010);

Qualifying Period: 12 continuous Calendar Weeks, as defined in regulation 7 of the AWR 2010, subject always to regulations 8 and 9 of the AWR 2010;

Qualifying Period Rate of Pay: the rate of pay that will be paid to the Temporary Worker on completion of the Qualifying Period, if this rate is higher than the Rate of Pay. Such rate will be paid for each hour worked during an Assignment (to the nearest quarter hour) weekly in arrears, subject to any deductions that the Employment Business is required to make by law and to any deductions that the Temporary Worker has specifically agreed can be made;

Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the Engagement other than as expressly set out in this Agreement;

Rate of Pay: the rate of pay that will be paid to the Temporary Worker prior to completion of the Qualifying Period. Such rate will be paid for each hour worked during an Assignment (to the nearest quarter hour) weekly in arrears, subject to any deductions that the Employment Business is required to make by law and to any deductions which the Temporary Worker has specifically agreed can be made;

Relevant Terms and Conditions: the relevant terms and conditions as defined in regulation 6 of the AWR 2010 that apply once the Temporary Worker has completed the Qualifying Period; Subsidiary has the meaning given in clause 1.4;

Temporary Worker: a worker Introduced and supplied by the Employment Business to the Client to provide services to the Client not as an employee of the Client, who is deemed to be an agency worker for the purposes of regulation 3 of the AWR 2010;

Work Scope: written confirmation of the detail of a particular Assignment, as set out in clause 3.3, to be given to the Temporary Worker;

WTR 1998: the Working Time Regulations 1998 (SI 1988/1833).

1.2 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.

1.3 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 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.

1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

2. Agreement

2.1 This Agreement set out the terms between the Employment Business and the Temporary Worker for the supply of services to the Client and shall govern all Assignments undertaken by the Temporary Worker (including, for the avoidance of doubt, where the Temporary Worker undertakes an Assignment without having signed these terms). No contract shall exist between the Employment Business and the Temporary Worker between Assignments.

2.2 For the avoidance of doubt, this Agreement constitutes a contract for services and not a contract of employment between the Employment Business and the Temporary Worker or the Temporary Worker and the Client.

3. Assignments

3.1 The Employment Business is not obliged to offer an Assignment to the Temporary Worker and the Temporary Worker shall not be obliged to accept any Assignment offered by the Employment Business.

3.2 The Temporary Worker acknowledges that the nature of temporary work means that there may be periods when no suitable work is available.

3.3 When a Temporary Worker starts an Assignment, the Client and/or Employment Business shall provide the Temporary Worker with a Work Scope containing the following information:

3.3.1 the identity of the Client, and if applicable the nature of its business;

3.3.2 the date the Assignment is to commence and the duration or likely duration of the Assignment;

3.3.3 the position which the Client wants 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;

3.3.4 the Rate of Pay and any expenses payable by or to the Temporary Worker;

3.3.5 any risks to health and safety known to the Client in relation to the Assignment and the steps the Client has taken to prevent or control such risks; and

3.3.6 the experience, training, qualifications and any authorisation which the Client considers are necessary or which are required by law or a professional body for the Temporary Worker to possess in order to work on the Assignment.

3.4 Unless the Temporary Worker requests otherwise, clause 3.3 will not apply where the Temporary Worker is being supplied to the Client to work in the same position as one in which the Temporary Worker has previously been supplied within the previous five Business Days and the information (with the exception of the date or likely duration of the Assignment) is the same.

3.5 If the Temporary Worker has completed the Qualifying Period on the start date of the relevant Assignment or completes the Qualifying Period during the relevant Assignment, the Temporary Worker will be informed of the Qualifying Period Rate of Pay if different from the Rate of Pay, together with any Other Qualifying Period Payments and any other Relevant Terms and Conditions to which the Temporary Worker may have become entitled under the AWR 2010 (if applicable). For the avoidance of doubt, there may not be any change to pay or other terms and conditions if, for instance, the Client does not have any employees.

3.6 If the Temporary Worker considers that they have not received the Relevant Terms and Conditions on completion of the Qualifying Period, the Temporary Worker may raise this in writing with the Employment Business setting out as fully as possible the basis of their concerns.

4. Temporary worker’s obligations

4.1 The Temporary Worker is not obliged to accept any Assignment offered by the Employment Business. If the Temporary Worker does accept an Assignment, the Temporary Worker shall:

4.1.1 co-operate with the Client’s reasonable instructions and accept the direction, supervision and control of any responsible person in the Client’s organisation;

4.1.2 observe any relevant rules and regulations of the Client’s organisation (including normal hours of work) of which the Temporary Worker has been informed or of which the Temporary Worker should be reasonably aware;

4.1.3 co-operate with the Client and/or Employment Business in the completion and renewal of all mandatory checks, including in relation to the Temporary Worker’s right to work in the United Kingdom;

4.1.4 take all reasonable steps to safeguard their own health and safety and that of any other person who may be present or be affected by their actions on the Assignment and comply with the health and safety policies of the Client;

4.1.5 not engage in any conduct detrimental to the interests of the Employment Business or the Client; and

4.1.6 comply with all relevant statutes, laws, regulations and codes of practice from time to time in force in the performance of the Assignment and applicable to the Client’s business, including without limitation, any equal opportunities or non-harassment policies.

4.2 If the Temporary Worker accepts any Assignment offered by the Employment Business, as soon as possible before the commencement of each such Assignment and during each Assignment (as appropriate) and at any time at the Employment Business’ request, the Temporary Worker undertakes to:

4.2.1 inform the Employment Business of any Calendar Weeks whether before the date of commencement of the relevant Assignment or during the relevant Assignment in which the Temporary Worker has worked in the same or a similar role with the Client via any third party;

4.2.2 provide the Employment Business with all the details of such work, including (without limitation) details of when, where and the period(s) during which such work was undertaken, the role performed and any other details requested by the Employment Business; and

4.2.3 inform the Employment Business if before the date of the commencement of the relevant Assignment the Temporary Worker has:

4.2.3.1 completed two or more assignments with the Client;

4.2.3.2 completed at least one assignment with the Client and one or more assignments with a member of the Client’s Group; or

4.2.3.3 worked in more than two roles during an assignment with the Client and on at least two occasions has worked in a role that was not the same role as the previous role.

4.3 If the Temporary Worker is unable for any reason to attend work during the course of an Assignment, they should first inform the Client at least one hour before their normal start time to enable alternative arrangements to be made.

4.4 If, either before or during the course of an Assignment, the Temporary Worker becomes aware of any reason why they may not be suitable for an Assignment, they shall notify the Employment Business without delay.

5. Remuneration

5.1 Subject to the Temporary Worker submitting properly authorised time sheets in accordance with clause 6, the Employment Business shall pay the Rate of Pay to the Temporary Worker until the Temporary Worker completes the Qualifying Period. As stated in clause 7.2, this pay includes rolled up holiday pay.

5.2 Subject to the Temporary Worker submitting properly authorised time sheets in accordance with clause 6, if the Temporary Worker has completed the Qualifying Period on the start date of the relevant Assignment or following completion of the Qualifying Period during the relevant Assignment, the Employment Business shall pay to the Temporary Worker:

5.2.1 the Qualifying Period Rate of Pay; and

5.2.2 the Other Qualifying Period Payments,
which will be set out in the relevant Work Scope. As stated in clause 7.2, the Qualifying Period Rate of Pay includes rolled up holiday pay.

5.3 Where the Relevant Terms and Conditions contain a performance-related bonus for which the Temporary Worker may be eligible, the Temporary Worker will comply with any requirements of the Employment Business or the Client relating to the assessment of the Temporary Worker’s performance for the purpose of determining entitlement to such bonus and the amount of any such bonus. If the Temporary Worker satisfies the relevant assessment criteria, the Employment Business will pay the Temporary Worker the bonus less any deductions that the employment business is required to make by law at the relevant time.

5.4 Subject to any applicable statutory entitlement and to clause 7 and clause 8, the Temporary Worker is not entitled to receive payment from the Employment Business or the Client for time not spent working on the Assignment, whether in respect of holidays, illness or absence for any other reason, unless otherwise agreed.

6. Time sheets

6.1 At the end of each week of an Assignment (or at the end of an Assignment if it is for a period of one week or less or is completed before the end of a week) the Temporary Worker shall deliver to the [Client] [Employment Business] a completed time sheet indicating the number of hours worked during the preceding week (or such lesser period) and signed by an authorised representative of the Client.

6.2 Subject to clause 6.3, the Employment Business shall pay the Temporary Worker for all hours worked on a [weekly] basis.

6.3 Where the Temporary Worker fails to submit a properly authorised time sheet, any payment due to the Temporary Worker may be delayed while the Employment Business investigates (in a timely fashion) what hours, if any, were worked by the Temporary Worker. The Employment Business shall make no payment to the Temporary Worker for hours not worked.

6.4 The Temporary Worker acknowledges and accepts that it could be a criminal offence under the Fraud Act 2006 to falsify any time sheet, for example by claiming payment for hours that were not actually worked.

7. Annual leave

7.1 The Temporary Worker is entitled to the equivalent of 5.6 weeks’ paid holiday during each holiday year (including all bank holiday entitlements), calculated in accordance with and paid in proportion to the number of hours that the Temporary Worker has worked on an Assignment during the holiday year. The Employment Business’ holiday year runs between 1 January and 31 December.

7.2 Holiday pay will be rolled up and will be paid in your [weekly] pay in full satisfaction of your entitlement to paid leave and the Working Time Regulations 1998. In particular, both your Rate of Pay and Qualifying Period Rate of Pay includes a payment of [£AMOUNT] per hour in respect of your holiday pay entitlement. Accordingly you are not entitled to any additional payments in respect of holiday pay.

8. Sickness absence

8.1 If the Temporary Worker is absent from work for any reason, they must notify the Client of the reason for their absence as soon as possible but no later than 8 a.m. on the first day of absence.

8.2 If the Temporary Worker satisfies the qualifying conditions laid down by law, they may be entitled to receive Statutory Sick Pay (SSP) at the prevailing rate in respect of any period of sickness or injury during the Assignment. The Temporary Worker will not be entitled to any other payments during such period.

8.3 In all cases of absence, a self-certification form, which is available from the Employment Business, must be completed on the Temporary Worker’s return to work. For any period of incapacity due to sickness or injury which lasts for seven consecutive days or more, a doctor’s certificate (a “statement of fitness for work”) stating the reason for absence must be obtained at the Temporary Worker’s own cost and supplied to the Employment Business. Further certificates must be obtained if the absence continues for longer than the period of the original certificate.

8.4 The Temporary Worker’s qualifying days for SSP purposes are Monday to Friday.

9. Termination

9.1 The Employment Business, the Client or the Temporary Worker may terminate the Assignment at any time without prior notice or liability.

9.2 The Temporary Worker acknowledges that the continuation of an Assignment is subject to and dependent on the continuation of the contract entered into between the Employment Business and the Client. If that contract to supply temporary staff is terminated for any reason, the Assignment shall cease with immediate effect without liability to the Temporary Worker, except for payment for work done up to the date of termination of the Assignment.

9.3 Unless exceptional circumstances apply, the Temporary Worker’s failure to inform the Client or the Employment Business of their inability to attend work as required by clause 4.3 will be treated as termination of the Assignment by the Temporary Worker.

9.4 If the Temporary Worker is absent during the course of an Assignment and the Assignment has not otherwise been terminated, the Employment Business will be entitled to terminate the Assignment in accordance with clause 9.1 if the work to which the Temporary Worker was assigned is no longer available.

10. Confidentiality

10.1 In order to protect the confidentiality and trade secrets of the Employment Business and the Client, the Temporary Worker agrees not at any time:

10.1.1 whether during or after an Assignment (unless expressly so authorised by the Client or the Employment Business as a necessary part of the performance of their duties), to disclose to any person or to make use of any of the trade secrets or the Confidential Information of the Client or the Employment Business; or

10.1.2 to make any copy, abstract or summary of the whole or any part of any document or other material belonging to the Client or the Employment Business except when required to do so in the course of the Temporary Worker’s duties under an Assignment, in which circumstances such copy abstract or summary would belong to the Client or the Employment Business, as appropriate.

10.2 The restriction in clause 10.1 does not apply to:

10.2.1 any use or disclosure authorised by the Client or the Employment Business or as required by law a court of competent jurisdiction or any governmental or regulatory authority;

10.2.2 any information which is already in, or comes into, the public domain otherwise than through the Temporary Worker’s unauthorised disclosure; or

10.2.3 the making of a protected disclosure within the meaning of section 43A of the Employment Rights Act 1996.

10.3 At the end of each Assignment or on request the Temporary Worker agrees to deliver up to the Client or the Employment Business (as directed) all Client Property.

11. Data protection

11.1 The Temporary Worker consents to the Employment Business and the Client holding and processing data relating to them for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” as defined in the Data Protection Act 1998 relating to them including, as appropriate:

11.1.1 information about their physical or mental health or condition to monitor sick leave and take decisions as to their fitness for work;

11.1.2 their racial or ethnic origin or religious or similar beliefs to monitor compliance with equal opportunities legislation; and

11.1.3 information relating to any criminal proceedings in which they have been involved for insurance purposes and to comply with legal requirements and obligations to third parties.

11.2 The Temporary Worker consents to the Employment Business and the Client making such information available to each other and to those who provide products or services to the Employment Business (such as advisers), regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of the Employment Business or any part of its business.

12. Warranties and indemnities

12.1 The Temporary Worker warrants that:

12.1.1 the information supplied to the Employment Business in any application documents is correct;

12.1.2 the Temporary Worker has 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 perform the Assignment;

12.1.3 the Temporary Worker is not prevented by any other agreement, arrangement, restriction (including, without limitation, a restriction in favour of any employment agency, employment business or client) or any other reason, from fulfilling the Temporary Worker’s obligations under this agreement; and

12.1.4 the Temporary Worker has valid and subsisting leave to enter and remain in the United Kingdom for the duration of this agreement and is not (in relation to such leave) subject to any conditions which may preclude or have an adverse effect on the Assignment.

12.2 The Temporary Worker shall indemnify and keep indemnified the Employment Business and the Client against all Demands (including legal and other professional fees and expenses) which the Employment Business or the Client may suffer, sustain, incur, pay or be put to arising from or in connection with:

12.2.1 any failure by the Temporary Worker to comply with its obligations under this Agreement;

12.2.2 any negligent or fraudulent act or omission by the Temporary Worker;

12.2.3 the disclosure by the Temporary Worker of any Confidential Information; or

12.2.4 any employment-related claim brought by the Temporary Worker in connection with the Assignment.

13. Notices

13.1 Any notice given under this Agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at its registered office for the time being. Any such notice shall be deemed to have been received:

13.1.1 if delivered personally, at the time of delivery; and

13.1.2 in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting.

14. Entire agreement and previous contracts

14.1 Each party on behalf of itself and acknowledges and agrees with the other party that:

14.1.1 this Agreement together with any documents referred to in it constitute the entire agreement and understanding between the Temporary Worker and the Employment Business and supersedes any previous agreement between them relating to this engagement (which shall be deemed to have been terminated by mutual consent);

14.1.2 in entering into this Agreement neither party has relied on any Pre-Contractual Statement; and

14.1.3 the only remedy available to it or arising out of or in connection with any Pre-Contractual Statement shall be for breach of contract. Nothing in this Agreement shall, however, operate to limit or exclude any liability for fraud.

15. Variation

No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.

16. Counterparts

This Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.

17. Third party rights

17.1 Except as expressly provided elsewhere in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

17.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement.

18. Governing law

18.1 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.

18.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

This Agreement has been entered into on the date stated at the beginning of it.