Contract (Conduct of Employment Agency/Business Regulations 2003 Opt-out):

PENDRAGON INFORMATION SYSTEMS LIMITED

Terms and Conditions

Interpretation
In these Terms and Conditions :
1. The "Schedule" means the schedule attached to these Terms and Conditions signed by or on behalf of the Supplier and Pendragon;
2. The "Project" means the information technology project detailed in the Schedule;
3. The "Timetable" means the timetable for the performance of the Services and the completion of the Project as detailed in the Schedule;
4. "Intellectual Property Rights" means any and all patents, patent applications, know-how, trade marks, trade mark applications, trade names, registered design, copyright, database rights or other similar intellectual property rights created, developed, subsisting or used in connection with the Services and the Project and whether in existence at the date hereof or created in the future;
5. the "Services" means any goods, service or advice to be provided by the Supplier to Pendragon and the Client as detailed in the Schedule;
6. the "Contract Price" means the agreed price to be paid by Pendragon to the Supplier as detailed in the Schedule;
7. the "Limit" means the sum shown as the Limit in the Schedule;
8. the "Payment Terms" means the terms agreed for the payment by Pendragon to the Supplier of the Contract Price as set out in the Schedule;
9. the "Site" means the location of the Client’s business premises where the Project is to be delivered;
10. this "Agreement" means the agreement between Pendragon and the Supplier constituted by these Terms and Conditions and the Schedule;
11. “Notice” means a notice given to Pendragon by the Supplier and the person who is to be supplied by the Supplier to carry out and undertake the Services pursuant to Regulation 32(9) of The Conduct of Employment Agencies and Employment Businesses Regulations 2003;
12. “Pendragon/Client Contract” means the contract or agreement between Pendragon and the Client relating to the provision by Pendragon of the Supplier’s services to the Client; and
13. References to the singular include the plural and references to the masculine include the feminine and vice versa.
Agreement
1. In consideration of the payment of the Contract Price by Pendragon to the Supplier the Supplier shall provide the Services and undertake and deliver the Project to or for the Client.
2. This Agreement relates solely to the Services and the Project as detailed in the Schedule; nothing in this Agreement implies that either Pendragon or the Client will offer any other or future projects, work or engagements to the Supplier (or to any of the Supplier’s officers, employees or representatives) nor shall there be implied any obligation on the part of the Supplier (or any of its said officers, employees or representatives) to accept any such other projects, work or engagements which may be offered by either Pendragon or the Client.
The Services
1. The Supplier shall provide the Services to Pendragon and the Client subject to these Terms and Conditions and in accordance with the Schedule.
2. Due to the nature of the work to be undertaken by the Supplier, Pendragon and the Supplier accept that it may be necessary to agree to alter or adapt the Services as detailed in the Schedule should the Client require from time to time. The parties therefore accept that:
  1. any changes or additions to the Services will be valid only if agreed in writing by the Supplier and Pendragon;
  2. The Supplier reserves the right to revise the Contract Price in the light of any changes to the Services or the Project requested by either the Client or Pendragon. In the event of a request for such changes being made the Supplier will inform Pendragon of any proposed revision of the Contract Price in writing but no such revision will be valid until accepted in writing by Pendragon.
3. The Supplier shall provide the Services and will procure that sufficient suitably qualified personnel and other necessary resources are devoted to the provision of the Services to ensure compliance with the Timetable or other targets for progress or delivery or completion of the Services and/or the Project agreed in writing between the parties and the Client. Subject as aforesaid the Supplier is free to organise the work and services required to perform the Services and to complete the Project at its discretion save that all work or services to be undertaken as part of the Services at the Site must be carried out during the normal working hours at the Site (or otherwise as the Client may approve)
4. Subject to the work and services required to complete the Services and the Project being carried out within the Timetable and otherwise in accordance with the Schedule and terms of this Agreement the Supplier is free to decide how the Services and the Project should be performed and fulfilled. Neither Pendragon nor the Client will exercise any degree of control over how the Supplier performs the services or delivers completion of the Project.
5. The Supplier may at any time make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or make any changes to the Services which do not affect the nature or quality of the Services or the completion of the Project but no such changes shall affect the Contract Price.
Duration and Termination
1. This Agreement shall begin on the Commencement Date set out in the Schedule and shall remain in force until the Project is completed, or where the Project is for a fixed term on expiry of that term.
2. Either party may terminate this Agreement by giving not less than 14 days written notice to the other party in the event that:
  1. either party is in breach of this Agreement and fails to remedy such breach (if capable of remedy) within 14 days after being required in writing to do so by the other party;
  2. the other party goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
3. 4.3 The Supplier may terminate this Agreement by giving not less than 14 days written notice to Pendragon if ;
  1. Pendragon has failed to make any payment which has fallen due for payment under the terms of this Agreement and fails to remedy that default within 7 days of receiving a written demand to that effect from the Supplier;
  2. Pendragon fails to ensure that the Supplier is allowed reasonable access to the Site, equipment, personnel or other information required in order that the Supplier may perform the Services;
4. Where the terms of the Schedule so provide, either Pendragon or the Supplier may end this Agreement on giving the requisite period of notice as specified in the Schedule but where no such notice period is provided in the Schedule the Supplier has no right to end this Agreement by the giving of a period of notice (otherwise than where provided in this clause 4)
5. Pendragon may also terminate this Agreement without any notice in the event that:
  1. the Project is cancelled; or
  2. the Client (for whatever reason or without giving any reason) refuses to make any further use of the Supplier’s services; or
  3. any Notice relating to the Services previously given is withdrawn or cancelled.
6. Any termination or purported termination of this Agreement by the Supplier otherwise than in accordance with the terms of this Agreement (including where the Supplier ceases to provide the Services or to complete the Project without having a right to do so as set out in the Agreement) shall entitle Pendragon to claim damages from the Supplier by way of compensation for such breach by the Supplier and in any event the Supplier shall indemnify Pendragon and shall keep it indemnified on demand against all claims, losses, expenses, demands, proceedings or liabilities which Pendragon may suffer or incur or have made or brought against it arising out of or as a result of the Supplier terminating this Agreement or not continuing to provide the Services or otherwise not completing the Project in breach of the terms of this Agreement.
Pendragon's Obligations Pendragon will use its reasonable endeavours to ensure that the Client will, at no cost to the Supplier, provide the Supplier with all documents or other materials and data or other information necessary for the completion of the Project and the performance of the Services in accordance with the Timetable or other target(s) for progress or completion set out in the Schedule or otherwise agreed in writing between the parties and the Client.
Supplier's Obligation
1. The Supplier will ensure that the Project is completed in accordance with the Timetable and is delivered either on or before the Completion Date specified in the Schedule to the satisfaction of Pendragon and the Client.
2. The Supplier may assign this Agreement or sub-contract the whole or any part of the performance of the Services with, in each case, the prior written consent of Pendragon.
3. The Supplier will ensure that all personnel and sub-contractors used by it to perform any part of the Services will have the necessary skills and expertise in order to properly undertake the work required of them but, subject as aforesaid, the number and identity of the Supplier's personnel which it allocates to the Project and the performance of the Services are at the sole discretion of the Supplier (who shall be solely responsible for supervising the same whilst at the Site or elsewhere).
4. The Supplier will ensure that all personnel or sub-contractors used by it in relation to the Services or the Project will all times comply with the rules at the Site relating to health, safety, security and confidentiality. The Supplier will ensure that all of its personnel and sub-contractors which it engages to carry out the Services will themselves observe the highest standards of safety whilst performing the Services.
Warranties
1. The Supplier warrants to Pendragon that the Services will be performed and provided using the highest standards of workmanship and exercising all proper care and skill and in accordance with the provisions set out in the Schedule.
2. The Supplier will act (and will ensure that its personnel and sub-contractors so act) at all times whilst undertaking the Services in the best interests of Pendragon and the Client (and, where the Services are provided at the Client’s request to a third party, in the best interests of such third party). To the extent that the Supplier (or any person, firm or company for whom the Supplier is responsible) acts in breach of the aforesaid obligations Pendragon may require the Supplier to correct any defects arising from its workmanship or to re-undertake any particular part(s) of the Services at the Suppliers own cost and without any further payment therefor. In any event the Supplier will indemnify Pendragon and keep it indemnified against all costs, claims, demands, expenses, losses or liabilities which Pendragon incurs or suffers or has brought or made against it (directly or indirectly) as a result of or arising out of any breach by the Supplier (or by those for whom the Supplier is responsible) of the terms of this Agreement.
3. Where, in connection with the provision of the Services, the Supplier (with the Clients consent) supplies any goods supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
4. The Supplier acknowledges that Pendragon has entered into this Agreement (and into the Pendragon/Client Contract) on the basis that the Notice given in relation to the Services will not be withdrawn or cancelled and the Supplier agrees and undertakes that, in the event that such Notice is so withdrawn or cancelled, the Supplier (whether or not Pendragon terminates this Agreement in accordance with clause 4.5 above) will indemnify Pendragon and to keep it indemnified forthwith on demand against all costs, claims, demands, expenses, losses or liabilities which Pendragon incurs or suffers or has brought or made against it (directly or indirectly) as a result of or arising out of such cancellation or withdrawal.
Limitation of Liability This Agreement has been negotiated and agreed by the Supplier with Pendragon in the context of information provided by Pendragon and the Client as to the Client's particular needs and requirements and the Contract Price and Payment Terms have been agreed on such basis and accordingly, except in respect of death or injury caused by the Suppliers negligence, or as expressly agreed in writing between the parties, the entire liability of the Supplier under or in connection with this Agreement or the Services and in relation to the Project shall not exceed the Limit.
Intellectual Property Unless agreed otherwise in writing between the Client and the Supplier;
1. The ownership of all Intellectual Property Rights of whatever nature in all documents, material, data or other information provided to the Supplier in connection with the Services and/or the Project shall remain vested in the person, firm or company providing the same and, save for the purposes of undertaking the Services, the Supplier shall have no right to use the same;
2. The ownership of all Intellectual Property Rights of whatever nature in relation to all documents, material, data or other information and devices or processes provided or created by the Supplier in the provision of the Services shall vest in the Client (or in such third party as the Client may direct) on completion of the Project;
3. The Supplier warrants that no documents or other material and data or other information and devices or processes will be provided by the Supplier for use in relation to the Project which infringe any third party Intellectual Property Rights;
4. In the event that a claim for the infringement of third party Intellectual Property Rights is made or intimated against either Pendragon or the Client in relation to documents, material, data and other information or devices and processes provided by the Supplier to Pendragon or the Client (or to any client of the Client) for use in the provision of the Services or the completion of the Project the Supplier shall indemnify Pendragon and the Client (and any such client of the Client) against any and all costs, expenses, damages or other losses suffered or payments made by either Pendragon and/or the Client Client (and any such client of the Client) in connection with the claim and any associated judgement or settlement.
Confidentiality
1. Pendragon and the Supplier will take all reasonable steps to ensure that any documents or other materials and data or other information which are supplied to the other party (or to the Client) in the provision of the Services or on completion of the Project remain confidential to the person, firm or company supplying the same. Such information will only be made available by the parties to those personnel who have a reasonable need to know it and the documents or other materials and data or other information or copies thereof will not be made available to any third parties.
2. This obligation of confidentiality will remain in force beyond the cessation or other termination of this Agreement.
3. This clause shall not apply to any document or other materials and data or other information which are already in the public domain at the time when they are provided and shall cease to apply where any party is required by law to make a disclosure or if at any time the information becomes public knowledge through no fault of the recipient party.
4. The Supplier agrees to ensure that any information which is received by it in connection with the Project will only be used for the purposes of the Project.
5. The Supplier agrees that if, in the course of undertaking the Services, it acquires, retains or processes any data relating to the Client or Pendragon (or relating to any client, customer, employee or other individual of or otherwise connected to the Client and/or Pendragon) it will not process, retain, disclose, copy or transfer any of such data save in accordance with:
  1. the specific written instructions of the Client and/or Pendragon (as the case may be); and
  2. the requirements of the Data Protection Act 1998
6. The Supplier agrees to procure that all of its employees or other representatives will comply with the terms of clause 10.5 and the Supplier further undertakes to indemnify Pendragon and to keep it indemnified on demand against any liability, claim, loss, expense or demand which Pendragon may suffer or incur or which may be made or brought against it arising out of or in connection with the provisions of the Data Protection Act 1998.
7. The Supplier will procure that all of its employees or other representatives will consent to Pendragon (or the Client) processing and/or transferring all and any personal data which either Pendragon or the Client may hold relating to such employees or representatives.
8. The Supplier shall not and shall procure that its consultants, employees and sub-contractors shall not disclose to any third party the fees payable under this Agreement.
9. Neither the Supplier nor its respective employees, servants, sub-contractors, agents or any representative thereof shall make any press release, or publicise any information regarding the Client, or the relationships between Pendragon, the Supplier and the Client without the prior written agreement of Pendragon which agreement shall not be unreasonably withheld or delayed.
Payment Terms
1. The consideration payable by Pendragon to the Supplier in relation to the provision of the Services and the Project shall be as set out in the Schedule.
2. The Supplier will be solely responsible for any and all payments due to be made by it to any of its officers, employees, representatives or sub-contractors whom it uses to undertake any part of the Services and in no circumstances will either Pendragon or the Client be under any obligation to make any payment direct to such individuals, firms or companies.
3. The Contract Price and any other sums or fees agreed between the Supplier and Pendragon in relation to the provision of the Services are (unless otherwise stated) exclusive of any VAT payable in respect thereof (which VAT shall be paid, if appropriate, by Pendragon in addition to such fees or other sums subject to the delivery to Pendragon by the Supplier of a proper VAT invoice therefor)
4. Save where otherwise agreed Pendragon shall pay any sums invoiced to it by the Supplier in accordance with the Payment Terms set out in the Schedule by the later of:
  1. 30 days after receiving a proper invoice in respect therefor from the Supplier (together with any supporting certificates or other documentation referred to in the Payment Terms); and
  2. Pendragon itself receiving payment in full from the Client in respect of the Services (or that part of the Services to which the payment relates)
5. Save as may be set out in the Schedule Pendragon shall have no obligation to pay or reimburse to the Supplier (or to any of its employees, sub-contractors or other representatives) any cost or expenses incurred by any of them in performing the Services. To the extent that Pendragon is so obliged to pay or reimburse the Supplier for any such expenses the rate for the same shall be as set out in the Schedule. As a condition of making any such reimbursement Pendragon shall be entitled to receive receipts or other documentary evidence that such costs or expenses have been properly incurred.
6. Subject as aforesaid the Supplier reserves the right to charge interest to Pendragon on any sums which have fallen due for payment at the rate 2% p.a. above the base rate of Lloyds TSB Bank Plc as published from time to time. Such interest will begin to accrue from 30 days after the date when such payment falls due to be paid under this Agreement and will continue to accrue until judgement or sooner payment.
7. The Supplier agrees that it is solely responsible for the payment of all taxation and other duties or levies in relation to all payments made to it by Pendragon pursuant to this Agreement and the Supplier agrees to indemnify Pendragon on demand in relation to any claims or liabilities of any nature that may be made or brought against Pendragon or which it may suffer in relation to the same. The Supplier agrees that Pendragon may at its sole discretion satisfy any claim made under this indemnity (in whole or part) by way of deduction from any payments due to be made by it to the Supplier.
8. Pendragon and the Supplier will each use their respective reasonable endeavours to resolve any dispute arising in relation to any invoice submitted by the Supplier as soon as possible after submission thereof.
9. The Supplier will ensure that it maintains true and accurate records of all work and services undertaken by it in relation to the Services (including the time spent thereon and by which of the Supplier’s representatives) and will provide the same to Pendragon and/or the Client upon request. The Supplier acknowledges and accepts that the accuracy of such records (including, without prejudice to the generality of the foregoing, those relating to time spent) is of fundamental importance to Pendragon and the Client. In the event that any of such records are shown to be false, inaccurate or misleading the Supplier undertakes to indemnify Pendragon and to keep it indemnified on demand against all losses, claims, costs, proceedings, demands and/or expenses which Pendragon may suffer or incur or which may be made or brought against it arising out of or as a result of such records being false, inaccurate or misleading.
Insurance
1. The Supplier shall take out and maintain public and professional liability (to a level of cover of no less than the Limit in respect of each and every claim) and other suitable policies of insurance in relation to its potential liabilities in carrying out the Services and the Project and shall provide a copy of such policies together with evidence of the actual cover provided thereunder to Pendragon on request.
2. Neither the Client nor Pendragon accept any liability in respect of the use of any motor vehicle by the Supplier and its consultants, employees and sub-contractors in relation to the performance of this Agreement. The Supplier will ensure that full insurance cover is maintained in respect of any motor vehicles used by the Supplier in relation to the performance of the Agreement.
Equipment Save where specified in the Schedule or as otherwise agreed with the Client all equipment which the Supplier (or those to whom it delegates the provision of the Services or any part thereof) may require to carry out the Services will be provided by the Supplier at its own cost. Any loss or damage caused to any such equipment will be solely for the Supplier’s account.
Travel and Subsistence Save where specified in the Schedule:
1. all travel undertaken by the Supplier (or by those to whom it delegates the provision of the Services or any part thereof) to and from the Site is for the Supplier’s own account;
2. all subsistence and overnight accommodation costs incurred by the Supplier or those for whom it is responsible whilst carrying out the Services are for the Supplier’s own account.
Future Services for the Client
1. During the period of six months after the termination of this Agreement the Supplier shall not directly or indirectly and whether on its own account or in any other capacity for or on behalf of any other person, firm or company;
  1. provide services of the same or a similar kind as the Services to or for the benefit of the Client (or to or for the benefit of any company or organisation associated with the Client or in the same group of companies as the Client);
  2. solicit or entice away or endeavour to entice away from the Client or employ any employee of the Client; without, in any such case, the prior written approval of Pendragon.
2. The Supplier shall not induce, procure, allow or authorise any other person, firm or company (including any of its own officers or employees) to do or procure to be done anything which if done by the Supplier itself would be a breach of any of the provisions of clause 15.1
3. The Supplier shall procure that all of its employees, officers and sub-contractors which it may at any time have used in relation to the provision of the Services shall not do any act or thing which would be in breach of the terms of clause 15.1 assuming that they had each personally given the covenants and undertakings set out therein for valuable consideration.
4. The covenants and undertakings set out in clause 15 are considered by Pendragon and the Supplier to be reasonable and necessary for the legitimate protection of Pendragon and the Client and the Supplier agrees that such covenants and undertakings do not work harshly upon it.
5. Save as provided in this clause 15 Pendragon acknowledges and accepts that the Supplier is free to undertake contracts for and provide services to any other person, firm or company without restriction (both during the performance of this Agreement and after this Agreement has ended)
Warranty The Supplier warrants to Pendragon as follows :
1. that all information provided by it to Pendragon (whether in relation to previous projects undertaken by it and/or the qualifications, skills and experiences of its employees or otherwise) is true and accurate in all respects; and
2. that neither the Supplier nor any of its officers or employees are subject to any restrictions which may otherwise prevent the Supplier from performing the Services or completing the Project for the Client (and for any client of the Client).
General
1. Neither party shall be liable to the other by reason of any delay in performing, or any failure to perform, any of their respective obligations to the other pursuant to the terms of this Agreement if the delay or failure was due to any cause beyond the defaulting party's control.
2. The terms of this Agreement represent the entire agreement between the parties and supersede any previous representations or agreements whether recorded in writing or otherwise.
3. Both parties agree that the terms of this Agreement are fair and reasonable in all the circumstances.
4. It is agreed that this Agreement will be governed and construed according to the laws of England and the parties submit to the non-exclusive jurisdiction of the English Courts.
5. No variation or amendment to this Agreement will be valid unless agreed in writing and signed by duly authorised officers of both the Supplier and Pendragon.
6. The Supplier acknowledges that neither it nor any of its officers, employees, agents, sub-contractors or other representatives shall have any authority to bind either Pendragon or the Client in any way and that none of them shall (as between themselves and either Pendragon or the Client) be regarded or treated as having any relationship of agency, employment or partnership with either Pendragon and/or the Client Client (and/or any client of the Client).
7. Any notice to be served under this Agreement shall be in writing and shall be served by delivering the same by hand delivery or by sending the same by prepaid recorded or registered delivery post or facsimile to the party on which it is to be served at, in the case of the Supplier the address specified in the Schedule, or in the case of Pendragon its registered office for the time being. A copy of any notice served by facsimile as aforesaid shall be sent (for confirmation purposes) to the addressee of the notice by post in the manner aforesaid within 48 hours after the transmission of the facsimile.
8. Commencement of work under this Agreement, or any extension thereof, is deemed to be acceptance of these terms and conditions.

Contract (Conduct of Employment Agency/Business Regulations 2003 Opt-in):

Interpretation
In these Terms and Conditions:
1. a "Schedule" means a schedule setting out the terms agreed in relation to each Project in the form of (or substantially in the form of) the Schedule to this Agreement and which will be signed by or on behalf of the Supplier and Pendragon prior to the commencement of each Project;
2. "Project" means the project detailed in a Schedule;
3. The "Timetable" means the timetable for the performance of the Services and the completion of the Project as detailed in a Schedule;
4. "Intellectual Property Rights" means any and all patents, patent applications, know-how, trade marks, trade mark applications, trade names, registered design, copyright, database rights or other similar intellectual property rights created, developed, subsisting or used in connection with the Services and a Project and whether in existence at the date hereof or created in the future;
5. “Services" means any goods, service or advice to be provided by the Supplier to Pendragon and a Client as detailed in a Schedule;
6. "Contract Price" means the agreed price to be paid by Pendragon to the Supplier as detailed in a Schedule;
7. the “Limit” means the sum shown as the Limit is a Schedule;
8. the "Payment Terms" means the terms agreed for the payment by Pendragon to the Supplier of the Contract Price as set out in a Schedule;
9. the "Site" means the location of the Client’s business premises where the Project is to be delivered and as detailed in a Schedule;
10. this "Agreement" means this agreement between Pendragon and the Supplier or, where the context so admits, the agreement constituted by these Terms and Conditions as supplemented by a Schedule;
11. “Notice” means a notice given to Pendragon by the Supplier and the person who is to be supplied by the Supplier to carry out and undertake the Services pursuant to Regulation 32(9) of The Conduct of Employment Agencies and Employment Businesses Regulations 2003;
12. “Pendragon/Client Contract” means the contract or agreement made or to be made between Pendragon and the Client relating to a Project and the provision by Pendragon of the Supplier’s services to the Client in relation to that Project;
13. “Client’s Election for Extended Period” means the option granted to the Client in the Pendragon/Client Contract for the Client to re-engage the Supplier’s services for a further period after the expiry of the Pendragon/Client Contract;
14. “Client” means the person, firm or company (together with any subsidiary or associated company as defined by the Companies Act 1985) for whose benefit the Services shall be provided and as identified in a Schedule;
15. “Relevant Period” means the longer period of either 14 weeks from the first day on which the Supplier supplied Services to the Client, or 8 weeks from the day after the Supplier last provided Services to the Client pursuant to an agreement or contact made with Pendragon;
16. References to the singular include the plural and references to the masculine include the feminine and vice versa.
Agreement
1. This Agreement constitutes the contract between Pendragon and the Supplier and governs the terms on which Pendragon will seek to procure Projects for the Supplier and, upon the signing of a Schedule in relation to any Project, will govern the terms on which the Supplier will undertake such Project.
2. Upon the signing of a Schedule the Supplier shall provide the Services and undertake and deliver the Project to or for the Client in accordance with the terms of such Schedule.
3. Nothing in this Agreement implies that either Pendragon or any Client will offer any projects, work or engagements to the Supplier (or to any of the Supplier’s officers, employees or representatives) nor shall there be implied any obligation on the part of the Supplier (or any of its said officers, employees or representatives) to accept any Project or other work or engagements which may be offered by either Pendragon or any Client.
The Services
1. The Supplier shall provide the Services to Pendragon and any Client subject to this Agreement and in accordance with any relevant Schedule and will provide Pendragon and the relevant Client with progress reports in relation to the relevant Services and Project as may be reasonably requested from time to time.
2. Due to the nature of the work to be undertaken by the Supplier, Pendragon and the Supplier accept that it may be necessary to agree to alter or adapt the Services as detailed in a Schedule should the Client require from time to time. The parties therefore accept that:
  1. any changes or additions to the Services will be valid only if agreed in writing by the Supplier and Pendragon;
  2. The Supplier reserves the right to revise the Contract Price in the light of any changes to the Services or the Project requested by either the Client or Pendragon. In the event of a request for such changes being made the Supplier will inform Pendragon of any proposed revision of the Contract Price in writing but no such revision will be valid until accepted in writing by Pendragon.
3. The Supplier shall provide the Services and will procure that sufficient suitably qualified personnel and other necessary resources are devoted to the provision of the Services to ensure compliance with the Timetable or other targets for progress or delivery or completion of the Services and/or the Project agreed in writing between the parties and the Client. Subject as aforesaid the Supplier is free to organise the work and services required to perform the Services and to complete each Project at its discretion save that all work or services to be undertaken as part of the Services at the Site must be carried out during the normal working hours at the Site (or otherwise as the Client may approve).
4. Subject to the work and services required to complete the Services and the Project being carried out within the Timetable and otherwise in accordance with the Schedule (and the terms of this Agreement) the Supplier is free to decide how the Services and the Project should be performed and fulfilled. Neither Pendragon nor the Client will exercise any degree of control over how the Supplier performs the services or delivers completion of the Project provided That the Supplier shall at all times co-operate with the relevant Client and comply with all reasonable and lawful instructions issued by the Client in relation to the relevant Project.
5. The Supplier may at any time make any changes to the Services which are necessary to comply with any applicable safety or other statutory
  1. requirements, or make any changes to the Services which do not affect the
  2. nature or quality of the Services or the completion of the Project but no
  3. such changes shall affect the Contract Price.
Duration and Termination
1. This Agreement shall remain in force and govern the terms on which all Services shall be supplied by the Supplier pursuant to a Schedule after the date hereof.
2. Either party may terminate any agreement relating to a Project as constituted by a Schedule by giving not less than 14 days written notice to the other party in the event that:
  1. either party is in breach of this Agreement and fails to remedy such breach (if capable of remedy) within 14 days after being required in writing to do so by the other party;
  2. the other party goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
3. The Supplier may terminate any agreement relating to a Project as constituted by a Schedule by giving not less than 14 days written notice to Pendragon if:
  1. Pendragon has failed to make any payment which has fallen due for payment under the terms of such agreement and fails to remedy that default within 7 days of receiving a written demand to that effect from the Supplier;
  2. Pendragon fails to ensure that the Supplier is allowed reasonable access to the Site, equipment, personnel or other information required in order that the Supplier may perform the Services.
4. Where the terms of a Schedule so provide, either Pendragon or the Supplier may end the agreement relating to the relevant Project constituted by that Schedule on giving the requisite period of notice as specified in the Schedule but where no such notice period is provided in the Schedule the Supplier has no right to end such agreement or the relevant Project by the giving of a period of notice (otherwise than where provided in this clause 4);
5. Pendragon may also terminate this Agreement (and/or any agreement relating to a Project constituted by a Schedule) without any notice in the event that:
  1. any Project is cancelled and/or the relevant Pendragon/Client Contract is terminated for any reason; or
  2. the Client (for whatever reason or without giving any reason) refuses to make any further use of the Supplier’s services; or
  3. any Notice relating to the Services or Project is given.
6. Any termination of this Agreement (or of any agreement relating to a specific Project) by the Supplier otherwise than in accordance with the terms of this Agreement (including where the Supplier ceases to provide the Services or to complete a Project without having a right to do so as set out in the Agreement) shall entitle Pendragon to claim damages from the Supplier by way of compensation for such breach by the Supplier and in any event the Supplier shall indemnify Pendragon and shall keep it indemnified on demand against all claims, losses, expenses, demands, proceedings or liabilities which Pendragon may suffer or incur or have made or brought against it arising out of or as a result of the Supplier terminating this Agreement (and/or any agreement relating to a specific Project) or not continuing to provide the Services or otherwise not completing any Project in breach of the terms of this Agreement (or any agreement relating to any such specific Project).
Pendragon's Obligations
1. Pendragon will use all reasonable endeavours to procure Projects suitable for the Supplier. As and when a Project is offered to the Supplier Pendragon shall inform the Supplier of:
  1. the identity of the Client and the nature of its business;
  2. the date the work required in relation to the Project is to commence and the duration or likely duration of such work;
  3. the type of work and Services, the Site and hours during which the Supplier would be required to undertake the Services;
  4. the Contract Price and any expenses payable by or to the Supplier;
  5. any risks to health and safety known to the Client and the steps (if any) which the Client has taken to prevent or control such risks;
  6. the experience, training, qualifications and any authorisations required by law or by any relevant professional body which the Client considers necessary or which are required by law in order to work on the Project or to provide the Services.
2. Where any such information referred to in 5.1 is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any public holiday) following save where the Supplier is being offered a Project in the same position as one in which the Supplier had previously been supplied within the previous five business days and such information has already been given to the Supplier.
3. Pendragon shall advise the Supplier of any health and safety information or advice which it receives from the Client and which may affect the Supplier (or its staff or representatives) during the Project.
4. Pendragon will use its reasonable endeavours to ensure that the Client will, at no cost to the Supplier, provide the Supplier with all documents or other materials and data or other information necessary for the completion of the Project and the performance of the Services in accordance with the Timetable or other target(s) for progress or completion set out in the relevant Schedule or otherwise agreed in writing between the parties and the Client.
Supplier's Obligations
1. The Supplier will ensure that the Project is completed in accordance with the Timetable and is delivered either on or before any completion date for the Project specified in the relevant Schedule to the satisfaction of Pendragon and the Client.
2. The Supplier may assign this Agreement or sub-contract the whole or any part of the performance of the Services with, in each case, the prior written consent of Pendragon.
3. The Supplier will ensure that all personnel and sub-contractors used by it to perform any part of the Services will have the necessary skills and expertise in order to properly undertake the work required of them but, subject as aforesaid, the number and identity of the Supplier's personnel which it allocates to the Project and the performance of the Services are at the sole discretion of the Supplier (who shall be solely responsible for supervising the same whilst at the Site or elsewhere).
4. The Supplier will ensure that all personnel or sub-contractors used by it in relation to the Services or the Project will all times comply with the rules at the Site relating to health, safety, security and confidentiality. The Supplier will ensure that all of its personnel and sub-contractors which it engages to carry out the Services will themselves observe the highest standards of safety whilst performing the Services.
Warranties
1. The Supplier warrants to Pendragon that the Services will be performed and provided using the highest standards of workmanship and exercising all proper care and skill and in accordance with the provisions set out in the relevant Schedule.
2. The Supplier will act (and will ensure that its personnel and sub-contractors so act) at all times whilst undertaking the Services in the best interests of Pendragon and the Client (and, where the Services are provided at the Client’s request to a third party, in the best interests of such third party). To the extent that the Supplier (or any person, firm or company for whom the Supplier is responsible) acts in breach of the aforesaid obligations Pendragon may require the Supplier to correct any defects arising from its workmanship or to re-undertake any particular part(s) of the Services at the Supplier’s own cost and without any further payment therefor. In any event the Supplier will indemnify Pendragon and keep it indemnified against all costs, claims, demands, expenses, losses or liabilities which Pendragon incurs or suffers or has brought or made against it (directly or indirectly) as a result of or arising out of any breach by the Supplier (or by those for whom the Supplier is responsible) of the terms of this Agreement.
3. Where, in connection with the provision of the Services, the Supplier (with the Client’s consent) supplies any goods supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
4. The Supplier shall ensure that any computer equipment and associated software which it provides to or is otherwise used by its staff or other representatives for the purpose of providing the Services contains anti-virus protection with the latest released upgrade from time to time.
5. The Supplier warrants to Pendragon that by entering into this Agreement and, when signing any Schedule, performing its obligations under this Agreement and the agreement constituted by signing any such Schedule it will not therefore be in breach of any obligation which it owes to any third party.
6. The Supplier acknowledges that Pendragon has entered into this Agreement (and into the Pendragon/Client Contract) on the basis that no Notice has been given in relation to the Services and the Supplier agrees and undertakes that, in the event that any such Notice is so given (whether or not Pendragon terminates this Agreement in accordance with clause 4.5 above), it will indemnify Pendragon and to keep it indemnified forthwith on demand against all costs, claims, demands, expenses, losses or liabilities which Pendragon incurs or suffers or has brought or made against it (directly or indirectly) as a result of or arising out of such Notice being given.
7. If, either before or during the course of any Project, the Supplier becomes aware of any reason why any individual supplied by it to undertake the Project or to provide the Services may not be suitable for the same, it shall immediately notify Pendragon.
Limitation of Liability
1. This Agreement has been negotiated and agreed by the Supplier with Pendragon in the context of information provided by Pendragon and the Client as to the Client's particular needs and requirements and the Contract Price and Payment Terms have been agreed on such basis and accordingly, except in respect of death or injury caused by the Supplier’s negligence, or as expressly agreed in writing between the parties, the entire liability of the Supplier under or in connection with this Agreement or the Services and in relation to the Project shall not exceed the Limit.
2. The Supplier acknowledges that Pendragon makes no representation nor does Pendragon accept any responsibility for ensuring that the terms of any agreement relating to a specific Project as constituted by the signing of a Schedule relating thereto are or will be an accurate reflection of the relationship between the Client and Supplier. Pendragon accepts no liability to the Supplier in relation to any losses, expenses or liabilities incurred by the Supplier (or any of its representatives) whether by reason of taxation or other statutory or contractual liability to any third party arising from any Project or Services.
9. Intellectual Property Unless agreed otherwise in writing between the Client and the Supplier;
1. The ownership of all Intellectual Property Rights of whatever nature in all documents, material, data or other information provided to the Supplier in connection with the Services and/or the Project shall remain vested in the person, firm or company providing the same and, save for the purposes of undertaking the Services, the Supplier shall have no right to use the same;
2. The ownership of all Intellectual Property Rights of whatever nature in relation to all documents, material, data or other information and devices or processes provided or created by the Supplier (or any representative of the Supplier) in the provision of the Services shall vest in the Client (or in such third party as the Client may direct) on completion of the Project;
3. The Supplier warrants that no documents or other material and data or other information and devices or processes will be provided by the Supplier (or any of its representatives) for use in relation to the Project which infringe any third party Intellectual Property Rights;
4. In the event that a claim for the infringement of third party Intellectual Property Rights is made or intimated against either Pendragon or the Client in relation to documents, material, data and other information or devices and processes provided by the Supplier (or any of its representatives) to Pendragon or the Client (or to any client of the Client) for use in the provision of the Services or the completion of the Project the Supplier shall indemnify Pendragon and the Client (and any such client of the Client) against any and all costs, expenses, damages or other losses suffered or payments made by either Pendragon and/or the Client (and any such client of the Client) in connection with the claim and any associated judgement or settlement.
5. The Supplier agrees to promptly deliver up to the Client or Pendragon (as directed) upon request all documents and other material belonging to the Client (and all copies thereof) which are in the possession or under the control of the Supplier (or any of its representatives) including documents and other materials created by it or its representatives during the course of any Project.
Confidentiality
1. Pendragon and the Supplier will take all reasonable steps to ensure that any documents or other materials and data or other information which are supplied to the other party (or to the Client) in the provision of the Services or on completion of the Project remain confidential to the person, firm or company supplying the same. Such information will only be made available by the parties to those personnel who have a reasonable need to know it and the documents or other materials and data or other information or copies thereof will not be made available to any third parties.
2. This obligation of confidentiality will remain in force without limit of time beyond the cessation or other termination of this Agreement or any Project.
3. This clause shall not apply to any document or other materials and data or other information which are already in the public domain at the time when they are provided and shall cease to apply where any party is required by law to make a disclosure or if at any time the information becomes public knowledge through no fault of the recipient party.
4. The Supplier agrees to ensure that any information which is received by it in connection with the Project will only be used for the purposes of the Project.
5. The Supplier agrees that if, in the course of undertaking the Services, it acquires, retains or processes any data relating to the Client or Pendragon (or relating to any client, customer, employee or other individual of or otherwise connected to the Client and/or Pendragon) it will not process, retain, disclose, copy or transfer any of such data save in accordance with:
  1. the specific written instructions of the Client and/or Pendragon (as the case may be); and
  2. the requirements of the Data Protection Act 1998
6. The Supplier agrees to procure that all of its employees or other representatives will comply with the terms of clause 10.5 and the Supplier further undertakes to indemnify Pendragon and to keep it indemnified on demand against any liability, claim, loss, expense or demand which Pendragon may suffer or incur or which may be made or brought against it arising out of or in connection with the provisions of the Data Protection Act 1998.
7. The Supplier will procure that all of its employees or other representatives will consent to Pendragon (or the Client) processing and/or transferring all and any personal data which either Pendragon or the Client may hold relating to such employees or representatives.
8. The Supplier shall not and shall procure that its consultants, employees and sub-contractors shall not disclose to any third party the fees payable under this Agreement.
9. Neither the Supplier nor its respective employees, servants, sub-contractors, agents or any representative thereof shall make any press release, or publicise any information regarding the Client, or the relationships between Pendragon, the Supplier and the Client without the prior written agreement of Pendragon which agreement shall not be unreasonably withheld or delayed.
Payment Terms
1. The consideration payable by Pendragon to the Supplier in relation to the provision of any Services and each Project shall be as set out in the relevant Schedule. If the Supplier has been (for whatever reason, and whether or not as a result of any fault or omission on its part) unable to provide the Services in relation to any particular Project then Pendragon shall not be obliged to pay the Supplier in relation to any period during which the said Services have not been provided.
2. The Supplier will be solely responsible for any and all payments due to be made by it to any of its officers, employees, representatives or sub-contractors whom it uses to undertake any part of the Services and in no circumstances will either Pendragon or the Client be under any obligation to make any payment direct to such individuals, firms or companies.
3. The Contract Price and any other sums or fees agreed between the Supplier and Pendragon in relation to the provision of any Services are (unless otherwise stated) exclusive of any VAT payable in respect thereof (which VAT shall be paid, if appropriate, by Pendragon in addition to such fees or other sums subject to the delivery to Pendragon by the Supplier of a proper VAT invoice therefor).
4. Save where otherwise agreed Pendragon shall pay any sums invoiced to it by the Supplier in accordance with the Payment Terms set out in the relevant Schedule within 30 days of receiving a proper invoice in respect therefor from the Supplier (together with any supporting certificates or other documentation referred to in the Payment Terms); and
5. Save as may be set out in the relevant Schedule Pendragon shall have no obligation to pay or reimburse to the Supplier (or to any of its employees, sub-contractors or other representatives) any cost or expenses incurred by any of them in performing any Services. To the extent that Pendragon is so obliged to pay or reimburse the Supplier for any such expenses the rate for the same shall be as set out in the relevant Schedule. As a condition of making any such reimbursement Pendragon shall be entitled to receive receipts or other documentary evidence that such costs or expenses have been properly incurred.
6. Subject as aforesaid the Supplier reserves the right to charge interest to Pendragon on any sums which have fallen due for payment at the rate 2% p.a. above the base rate of Lloyds TSB Bank Plc as published from time to time. Such interest will begin to accrue from 30 days after the date when such payment falls due to be paid under this Agreement and will continue to accrue until judgement or sooner payment.
7. The Supplier agrees that it is solely responsible for the payment of all taxation and other duties or levies in relation to all payments made to it by Pendragon at any time and the Supplier agrees to indemnify Pendragon on demand in relation to any claims or liabilities of any nature that may be made or brought against Pendragon or which it may suffer in relation to the same. The Supplier agrees that Pendragon may at its sole discretion satisfy any claim made under this indemnity (in whole or part) by way of deduction from any payments due to be made by it to the Supplier.
8. Pendragon and the Supplier will each use their respective reasonable endeavours to resolve any dispute arising in relation to any invoice submitted by the Supplier as soon as possible after submission thereof.
9. The Supplier will ensure that it maintains true and accurate records of all work and services undertaken by it in relation to the Services (including the time spent thereon and by which of the Supplier’s representatives) and will provide the same to Pendragon and/or the Client upon request. The Supplier acknowledges and accepts that the accuracy of such records (including, without prejudice to the generality of the foregoing, those relating to time spent) is of fundamental importance to Pendragon and the Client. In the event that any of such records are shown to be false, inaccurate or misleading the Supplier undertakes to indemnify Pendragon and to keep it indemnified on demand against all losses, claims, costs, proceedings, demands and/or expenses which Pendragon may suffer or incur or which may be made or brought against it arising out of or as a result of such records being false, inaccurate or misleading.
Insurance
1. The Supplier shall take out and maintain public and professional liability (to a level of cover of no less than the Limit in respect of each and every claim) and other suitable policies of insurance in relation to its potential liabilities in carrying out any Services and any Project and shall provide a copy of such policies together with evidence of the actual cover provided thereunder to Pendragon on request.
2. Neither the Client nor Pendragon accept any liability in respect of the use of any motor vehicle by the Supplier and its consultants, employees and sub-contractors in relation to the performance of any Services or any Project. The Supplier will ensure that full insurance cover is maintained in respect of any motor vehicles used by the Supplier in relation to the performance of any Services or Project.
Equipment Save where specified in the relevant Schedule or as otherwise agreed with any Client all equipment which the Supplier (or those to whom it delegates the provision of the Services or any part thereof) may require to carry out any Services or Project will be provided by the Supplier at its own cost. Any loss or damage caused to any such equipment will be solely for the Supplier’s account.
Travel, Subsistence and Training
1. Save where specified in the relevant Schedule:
  1. all travel undertaken by the Supplier (or by those to whom it delegates the provision of the relevant Services or any part thereof) to and from the Site or otherwise in performance of the Project is for the Supplier’s own account;
  2. all subsistence and overnight accommodation costs incurred by the Supplier or those for whom it is responsible whilst carrying out the Services and performing the Project are for the Supplier’s own account.
2. Where the provision of the Services by the Supplier requires any representative of the Supplier to occupy accommodation other than the representative’s home, it shall be the responsibility of the Supplier to ensure that:
  1. accommodation suitable for the representative will be available for the representative before the representative begins providing any of the Services;
  2. it (and/or the relevant representative) shall have obtained full details of any such accommodation and is aware of the terms on which such accommodation is provided (and the costs of the same to the Supplier or the Supplier’s representative);
  3. suitable arrangements have been (or will be) made for the Supplier’s representative to travel to such accommodation.
3. The Supplier shall bear the cost of any training which any of its representatives may require in order to undertake or perform any Project which may be offered to it.
Future Services for the Client
1. If, before the first Project undertaken by the Supplier following this Agreement, during the course of any Project or within the Relevant Period the relevant Client wishes to employ the Supplier (or any representative of the Supplier whom the Supplier in turn supplies, or intends to supply, to provide the Services) direct or through an employment business other than Pendragon, the Supplier acknowledges that Pendragon will be entitled (as a result of the terms of the relevant Pendragon/Client Contract) either to charge the Client a fee or to agree an extension of the period during which the Services of the Supplier are provided to the Client at the end of which extension the Supplier (or its representative(s)) may be engaged directly by the Client or through an employment business other than Pendragon without further charge to the Client. In addition Pendragon may be entitled (under the relevant Pendragon/Client Contract) to charge a fee to the relevant Client if the Client introduces the Supplier (or any representative of the Supplier supplied by the Supplier to carry out any of the Services) to a third party who subsequently engages the Supplier (or any such representative of the Supplier) within the Relevant Period.
2. In the event that, in relation to any Project, the Client exercises the Client’s Election for Extended Period, the Supplier undertakes that it will not (during any such Extended Period) directly or indirectly (and whether on its own account or in any other capacity for or on behalf of any other person, firm or company) provide services of the same or a similar kind as the Services to or for the benefit of the Client (or to or for the benefit of any company or organisation associated with the Client or in the same group of companies as the Client) other than by way of such services being so provided pursuant to a contract made between the Supplier and Pendragon.
Warranty The Supplier warrants to Pendragon as follows:
1. that all information provided by it to Pendragon (whether in relation to previous projects undertaken by it and/or the qualifications, skills and experiences of its employees or otherwise) is true and accurate in all respects; and
2. that neither the Supplier nor any of its officers or employees are subject to any restrictions which may otherwise prevent the Supplier from performing any Services or completing any Projects.
General
1. Neither party shall be liable to the other by reason of any delay in performing, or any failure to perform, any of their respective obligations to the other pursuant to the terms of this Agreement or any agreement constituted by the signing of any Schedule if the delay or failure was due to any cause beyond the defaulting party's control.
2. The terms of this Agreement represent the entire agreement between the parties (save for any agreements which may subsequently be made by the signing of any Schedule in relation to any Project offered to and accepted by the Supplier) and supersede any previous representations or agreements whether recorded in writing or otherwise.
3. Both parties agree that the terms of this Agreement are fair and reasonable in all the circumstances.
4. It is agreed that this Agreement will be governed and construed according to the laws of England and the parties submit to the non-exclusive jurisdiction of the English Courts.
5. No variation or amendment to this Agreement will be valid unless agreed in writing and signed by duly authorised officers of both the Supplier and Pendragon. Pendragon shall give a copy of any varied terms to the Supplier stating the date on or after which such varied terms shall apply.
6. The Supplier acknowledges that neither it nor any of its officers, employees, agents, sub-contractors or other representatives shall have any authority to bind either Pendragon or any Client in any way and that none of them shall (as between themselves and either Pendragon or any Client) be regarded or treated as having any relationship of agency, employment or partnership with either Pendragon and/or any Client (and/or any client of any Client). The Supplier shall ensure that none of its representatives shall hold him or her self out as an employee of either Pendragon or of any Client.
7. Any notice to be served under this Agreement shall be in writing and shall be served by delivering the same by hand delivery or by sending the same by prepaid recorded or registered delivery post or facsimile or e-mail to the party on which it is to be served at, in the case of the Supplier the address specified at the head of this Agreement, or in the case of Pendragon its registered office for the time being. A copy of any notice served by facsimile or e-mail as aforesaid shall be sent (for confirmation purposes) to the addressee of the notice by post in the manner aforesaid within 48 hours after the transmission of the facsimile.
8. Commencement of the provision of any Services or of work on any Project is deemed to be acceptance of the terms and conditions set out in the relevant Schedule (which in turn incorporates the terms of this Agreement).

Permanent:

PENDRAGON INFORMATION SYSTEMS LIMITED

Terms and Conditions of Employment Agency

In these Terms and Conditions:
“ Pendragon “ shall mean Pendragon Information Systems Limited;
the “Client” means the person(s), firm or company to whom Pendragon introduces the Applicant for the purpose of employment.
an “Applicant” means the person named below who may be introduced to the Client by Pendragon (and whether or not the Applicant is previously known to the Client) and for these purposes an Applicant is deemed to have been introduced to the Client upon the provision by Pendragon of any details relating to such Applicant (whether in writing or orally)
These Terms and Conditions shall operate to the exclusion of any other terms and conditions but may be subject to variation with the agreement of all parties.
Pendragon undertake to convey to the Applicant such details related to the work that are afforded to Pendragon by the Client including those related to remuneration, benefits and other employment terms.
Pendragon undertake not to disclose any information related to the Applicant without the prior consent of the Applicant except for the purposes of work-seeking services or where current UK legislation enforces such disclosure.
Pendragon may require further information to confirm the identity of the Applicant, to establish the requirements of the Applicant related to work-seeking services, to validate experience, training, qualifications or other elements of the Applicants curriculum vitae or if further information is requested by the Client.
The Applicant shall notify Pendragon immediately of any offer made by a Client, likewise Pendragon undertakes to notify the Applicant of any offer made by a Client and in detail the terms of that offer. Pendragon will confirm details of an offer of employment to the Applicant in paper form or by email as soon as possible.
The Applicant appoints Pendragon with the authority to act as agent providing work-seeking services relevant to the individual skills of the Applicant.
No charge is made to the Applicant for such work-seeking services by Pendragon Information Systems.
Pendragon may offer subsequently to the Applicant to provide or arrange the provision of additional optional services for which a fee may be chargeable to the supplier of the services. Such fees will be agreed directly between the Applicant and the service provider.
The Applicant may give one weeks written notice to terminate this contract.