CLIENT TERMS  
these “Client Terms”)  
Definitions  
In this Contract:  
.1. the following terms shall have the following meaning unless the context otherwise requires:  
Account”: the account allocated to you by Broadstone Engage for you to access information  
and functionality relating to the Service;  
Actual Vacancies”: the vacant positions that you inform us about via your Account from time  
to time in accordance with this Contract;  
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Agreed Purposes”: means our provision to you of Staffing Workers to conduct Assignments;  
Assignment”: the supply of a Staffing Worker by us to you to fill an Actual Vacancy in  
accordance with Clause 3, subject in all cases to the Contract;  
AWR 2010”: the Agency Workers Regulations 2010 (SI 2010/93);  
BES”, “we”, “us” or “our”: Broadstone Employment Services Limited, incorporated and  
registered in England and Wales with company number 11790747 whose registered office is at  
Neo Building, 9 Charlotte Street, Manchester, Greater Manchester, England, M1 4ET;  
Broadstone Engage”: Broadstone Engage Limited, incorporated and registered in England  
and Wales with company number 10396842 whose registered office is at Neo Building, 9  
Charlotte Street, Manchester, Greater Manchester, England, M1 4ET;  
Broadstone Group”: means any company which is a subsidiary or holding company of BES,  
as defined by section 1159 of the Companies Act 2006;  
Business Day”: any day other than: (i) a Saturday, (ii) a Sunday or (iii) any day when the  
clearing banks in the City of London are not physically open for business;  
Conduct Regulations 2003”: the Conduct of Employment Agencies and Employment  
Business Regulations 2003 (SI 2003/3319);  
Confidential Information”: any information in any form or medium obtained by or on behalf  
of one Party from or on behalf of the other Party in relation to this Contract which is expressly  
marked as confidential or which a reasonable person would reasonably consider to be  
confidential, whether disclosed or obtained before, on or after the date of this Contract, together  
with any reproductions of such information or any part of such information;  
Contract”: these Client Terms together with our Cancellation Policy and our Invoicing and
Payment Policy , and any document referred to in these Client Terms;  
Controller: has the meaning given to it by the Data Protection Act 2018;  
Data Protection Legislation”: in relation to any personal data which is processed in the  
performance of this Contract, the Data Protection Act 2018 and the General Data Protection  
Regulation (EU) 2016/679 (“GDPR”), in each case together with any national implementing  
laws, regulations, secondary legislation and any other applicable or equivalent data protection  
or privacy laws, as amended or updated from time to time, in the UK, and any successor  
legislation to such laws;  
Data Subject”: has the meaning set out in the Data Protection Act 2018;  
Engage”: the employment or engagement of a Staffing Worker directly or indirectly through  
any employment business other than through us (whether for a definite or indefinite period) as  
a result of any Introduction or Assignment to you and the terms “Engaged or “Engagement”  
shall be construed accordingly;  
Event of Force Majeure": has the meaning given to it in Clause 16.1;  
Extended Assignment”: has the meaning given to it in Clause 5.2;  
Extended Term”: has the meaning given to it in Clause 8;  
Initial Term”: has the meaning given to it in Clause 8;  
Introduce”: the provision to you of information by us which identifies the Worker and  
Introductionand “Introduced” shall be construed accordingly;  
Introduction Date”: the date we Introduces the Staffing Worker to you in accordance with  
Clause 3;  
Liability”: liability in or for breach of contract, Breach of Duty, torts (including negligence and  
intentional torts), deliberate breach (including deliberate personal repudiatory breach),  
misrepresentation, restitution or any other cause of action whatsoever relating to or arising  
under or in connection with this Contract, including liability expressly provided for under this  
Contract or arising by reason of the invalidity or unenforceability of any term of this Contract  
and, for the purposes of this definition, all references to “this Contract” shall be deemed to  
include any collateral contract);  
Other Qualifying Payments”: any remuneration payable to the Staffing Worker (other than  
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their basic hourly rate), 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 Staffing Worker and are not  
linked to a financial participation scheme (as defined by the AWR 2010);  
Party”: either of us or you, and “Parties” shall mean both of us;  
Permitted Recipients”: means the Parties, the employees of each Party and any third parties  
engaged to perform obligations in connection with this Contract;  
Personal Data”: has the meaning given to it by the Data Protection Act 2018;  
Processing”: has the meaning as set out in the Data Protection Act 2018 and “Process” shall  
be interpreted accordingly;  
Processor”: has the meaning given to it by the Data Protection Act 2018;  
Qualifying Period”: means the 12-week qualifying period as defined in regulation 7 of the  
AWR 2010, subject to regulations 8 and 9 of the AWR 2010;  
Qualifying Staffing Worker”: any Staffing Worker who at the relevant time is entitled to the  
rights conferred by regulation 5 of the AWR 2010 and in particular has been provided to you  
whether by us or any third party) for the Qualifying Period and in respect of whom we have  
complied with our obligations under Clause 3;  
Relevant Period”: has the meaning given in regulation 10(5) and (6) of the Conduct  
Regulations 2003;  
Relevant Terms and Conditions”: the relevant terms and conditions for any particular  
Qualifying Staffing Worker as defined in regulation 6 of the AWR 2010;  
Screen”: carry out our standard pre-vetting checks in accordance with statutory or regulatory  
requirements, as detailed in the Service and “Screening” shall be construed accordingly;  
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Service”: the service provided by Broadstone Engage of:  
i. approving time sheets submitted by Workers in relation to Assignments;  
ii. listing potential Assignments on the User App;  
iii. accepting proposed Staffing Workers;  
iv. providing a live chat function enabling you to communicate with Workers directly if  
applicable; and  
v. providing access to Worker profiles;  
Smart Staffing Fee”: has the meaning given in Clause 5.1 and is a transfer fee for the  
purpose of regulation 10 (2) of the Conduct Regulations 2003;  
Staffing Worker Fees”: has the meaning given in Clause 7.1;  
Staffing Worker”: a Worker Introduced and supplied by us to provide temporary services to  
you but not as an employee of you, who is deemed to be an agency worker for the purposes of  
regulation 3 of the AWR 2010;  
Territory”: the United Kingdom;  
Unsatisfactory Staffing Worker”: has the meaning given in Clause 5.2.  
User App”: the mobile application software developed and created by Broadstone Engage, to  
be used by Workers to view opportunities for work including potential Assignments;  
User Data”: has the meaning given to it in Clause 14.1;  
Valid Opt-Out”: means written notification from a company Worker and the individual  
provided by that company Worker in accordance with regulation 32(9) of the Conduct  
Regulations 2003, as amended from time to time;  
VAT”: value added tax chargeable in the UK;  
Vulnerable Person”: has the meaning given in regulation 2 of the Conduct Regulations  
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Website”: our website hosted at www.broadstoneapp.com where you will be able to access the Service;  
Worker”: an individual worker, or a worker that is a company or other legal entity, as the case  
may be; and  
you” or “your”: the party whose is to received the services of a Staffing Worker under an  
Assignment, who has entered into an agreement with us for access to the Service;  
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.2. references to “Clauses are to clauses of this Contract;  
.3. the headings are inserted for convenience only and shall not affect the construction or  
interpretation of this Contract;  
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.4. a “person” includes a natural person, corporate or unincorporated body (whether or not having  
separate legal personality);  
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.5. a reference to a Party includes its personal representatives, successors or permitted assigns;  
.6. words imparting the singular shall include the plural and vice versa. Words imparting a gender  
shall include the other gender and the neutral and references to persons shall include an  
individual, company, corporation, firm, partnership, trust, association, government or local  
authority department or other authority or body (whether corporate or unincorporated);  
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.7. a reference to a statute or statutory provision is a reference to such statute or statutory  
provision as amended or re-enacted. A reference to a statute or statutory provision includes any  
subordinate legislation made under that statute or statutory provision, as amended or re-  
enacted;  
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.8. any phrase introduced by the terms “including”, “include”, “in particular” or any similar  
expression, shall be construed as illustrative and shall not limit the sense of the words  
preceding or following those terms; and  
.9. a reference to “writing” or “writtenincludes in electronic form and similar means of  
communication (except under Clause 16).  
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Contract  
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.1. The terms of this Contract apply to the exclusion of any terms and conditions submitted,  
proposed or stipulated by you in whatever form and at whatever time. This Contract applies to  
our supply of Staffing Workers to you, and all Assignments.  
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.2. Save as expressly provided in this Contract, this Contract shall operate to the entire exclusion  
of any other agreement, understanding or arrangement of any kind between the Parties  
preceding the date of this Contract and in any way relating to the subject matter of this Contract  
and to the exclusion of any representations not expressly stated in this Contract except for any  
fraudulent misrepresentations or any misrepresentation as to a fundamental matter. Each of the  
Parties acknowledges that it has not entered into this Contract based on any representation  
that is not expressly incorporated into this Contract.  
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.3. This Contract constitutes the whole agreement and understanding of the Parties as to the  
subject matter of this Contract and there are no provisions, terms, conditions or obligations,  
whether oral or written, express or implied, other than those contained or referred to in this  
Contract.  
.4. Submission by you to us of your acceptance of these Client Terms shall be deemed to be an  
offer by you to receive our services, subject to the provisions of this Contract, and the sending  
of an email by us to you confirming receipt of your acceptance shall be considered as our  
acceptance of such offer, at which point this Contract shall be legally formed and the Parties  
shall be legally bound.  
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.5. If you provide to us a purchase order for the supply of our services, that order (and any terms  
and conditions attached or referred to in it) shall be purely for your administrative purposes and  
shall not form part of this Contract.  
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Employment business’s obligations  
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.1. For the purposes of the Conduct Regulations 2003, we act as an employment business in  
relation to the Introduction and supply of temporary workers (“Staffing Workers”) pursuant to  
this Contract.  
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.2. We agree to search for Workers for you as Staffing Workers who meet your stipulated minimum  
criteria for the Actual Vacancies.  
.3. We shall only take instructions from your approved representative(s) as notified to us from time  
to time via your Account. We shall not provide any information about Staffing Workers to any  
other department or staff of yours, without the express prior authorisation of your  
representative.  
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.4. We shall Screen Workers before Introducing them to you and shall use our reasonable  
endeavours to Introduce to you only Workers who meet the minimum criteria for the position  
stipulated by you in accordance with Clause 3 and who have an interest in the positions for  
which they are Introduced. We shall Introduce only Workers who we reasonably believe have  
the right to work in the Territory and, in particular, we shall comply with the Immigration Asylum  
 
and Nationality Act 2006, the Immigration Act 2016 and other relevant UK legislation or  
equivalent legislation in the relevant jurisdiction as well as any regulations or relevant codes of  
practice regarding the reporting of labour movements, concealed employment and the  
employment of foreign workers.  
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.5. Where a Worker is required by law or any professional body to have any qualifications,  
authorisations or certification to work on the Assignment or the Assignment involves working  
with any Vulnerable Persons, we shall take all reasonably practicable steps to obtain, and offer  
to provide copies of, any relevant qualifications or authorisations or certification and two  
references. We shall also take all reasonably practicable steps to confirm that the Worker is  
suitable for the Assignment. If we are unable to fully comply with these requirements, we shall  
inform you of the steps we have taken to obtain the necessary information.  
.6. Prior to the commencement of an Assignment, the following information will be made available  
to you through the Service:  
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.6.1. the identity of the Staffing Worker;  
.6.2. the Staffing Worker’s experience, training, qualifications and authorisations necessary  
for the Assignment;  
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.6.3. the Staffing Worker’s willingness to carry out the Assignment;  
.6.4. the hourly rate charged by us;  
.6.5. any notice period to terminate the Assignment.  
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Assignments  
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.1. When making a request for the provision of a Staffing Worker to perform certain services to fill  
an Actual Vacancy (“Assignment”), you will use the Service to provide to us, the details of:  
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.1.1. the date on which you require the Staffing Worker to commence work and the duration,  
or likely duration, of the work;  
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.1.2. the position which you are seeking to fill, including the type of work the Staffing Worker  
in that position would be required to do, the location at which, and the hours during  
which, the Staffing Worker would be required to work, and any risk to health or safety  
known to you and what steps you have taken to prevent or control such risks;  
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.1.3. the experience, training, qualifications and any authorisation which you consider are  
necessary, or which are required by law, or by any professional body, for the Staffing  
Worker to possess in order to work in the position;  
.1.4. any additional screening that is required in addition to our Screening of Staffing  
Workers in accordance with Clause 3.4 (where such additional screening is subject to  
an additional charge);  
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.1.5. any expenses payable by or to the Staffing Worker; and  
.1.6. any information reasonably required by us in order for us to fulfil our obligations under  
the AWR 2010.  
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.2. Following your provision of the details relating to an Assignment as set out in Clause 4.1 and  
our provision of the details relating to a suitable Staffing Worker to perform the Assignment as  
set out in Clause 3.6, you shall confirm your acceptance of the Staffing Worker via the Service.  
Our provision of the details as set out in Clause 3.6 shall constitute an offer to enter into an  
individual Assignment and the submission of your confirmation via the Service shall constitute  
acceptance of such an offer and a legally binding contract shall be entered into between the  
Parties for the performance of the individual Assignment on the basis of this Contract.  
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.3. Each Party shall have the right to terminate an individual Assignment at any time. Each Party  
acknowledges that the termination of each individual Assignment shall be governed by and  
conducted in accordance with the terms of our Cancellation Policy ;  
.4. You acknowledge that we shall have no Liability (subject to Clause 12.2) if a Staffing Worker  
accepts an Assignment and either cancels or withdraws before the commencement of the  
Assignment, or fails to turn up on commencement of the Assignment or fails to complete the  
Assignment.  
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.5. Whilst we agree to carry out Screens in relation to each Staffing Worker, once an Assignment is  
accepted by a Staffing Worker it shall be your responsibility to satisfy yourself of the suitability  
of the Staffing Worker, and you are responsible for evaluating any references provided by the  
Staffing Worker and for verifying that the Staffing Worker has the following:  
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.5.1. the required experience, training, qualifications, licences, satisfactory DBS check and  
any authorisation which may be required by law or by any professional body;  
 
 
 
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.5.2. such other permission to work as may be required; and/or  
.5.3. the relevant qualifications or permission required by the law of the Territory.  
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.6. You acknowledge that it shall be your responsibility to satisfy yourself of the suitability of the  
Staffing Worker for an Assignment, including checking the required experience, training,  
qualifications, licences, satisfactory DBS check and any authorisation which may be required  
by law or by any professional body for such an Assignment.  
.7. You acknowledge that it shall be your responsibility to ensure that a Staffing Worker has a valid  
and up to date SIA licence (if applicable) before the commencement of and during the  
Assignment. Where a Staffing Worker’s SIA licence is revoked during an Assignment, you  
acknowledge that you will still have to pay us for the Staffing Worker’s time to that point.  
.8. You agree that the Screens or any additional checks we carry out in relation to a Staffing  
Worker’s right to work in the Territory must be verified by you on commencement of the  
Assignment (in accordance with the relevant statutory provisions in force from time to time in  
such jurisdiction governing illegal working) and we shall have no Liability (subject to Clause  
12.2) in connection with any loss, damage or penalty that you may suffer or incur in relation to  
any Staffing Worker not having the right to work in the Territory and/or in relation to the relevant  
right to work checks not having been properly carried out in relation to any Staffing Worker.  
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Temporary to permanent  
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.1. If, following the supply of a Staffing Worker by us to you within the Relevant Period, you  
Engage the Staffing Worker, you will pay us the Smart Staffing Fee .  
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.2. The Smart Staffing Fee will not be payable if you give us written notice that you intend to  
continue the hire of the Staffing Worker on the same relevant terms as were agreed between us  
and you for a further period of three months (“Extended Assignment”) before you Engage the  
Staffing Worker other than through us.  
.3. Where you decide (in accordance with Clause 5.2) to have the Staffing Worker supplied by us  
for the Extended Assignment:  
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.3.1. the Staffing Worker Fees payable by you during the Extended Assignment shall be  
those applicable to the terms agreed between the Parties immediately before we  
received your notice under Clause 5.2;  
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.3.2. at the end of the Extended Assignment, you may Engage the Staffing Worker without  
paying the Smart Staffing Fee; and  
.3.3. if you choose an Extended Assignment, but engage the Staffing Worker before the end  
of the Extended Assignment, the Smart Staffing Fee may be charged by us, reduced  
proportionately to reflect the amount of the Extended Assignment paid for by you.  
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Unsatisfactory staffing workers  
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.1. We shall notify you immediately if we believe that any Staffing Worker is unsuitable for the  
Assignment or if we become aware of any matter that indicates that a Staffing Worker may be  
unsuitable for the Assignment or is inconsistent with any information previously provided  
including where a Staffing Worker ceases to have the appropriate skills, approvals or a right to  
work in the Territory.  
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.2. If you decide that a Staffing Worker is unsuitable to perform the Assignment (an  
Unsatisfactory Staffing Worker”), then you shall notify us in writing of that fact giving the  
grounds for your dissatisfaction with the Unsatisfactory Staffing Worker.  
.3. If you notify us of an Unsatisfactory Staffing Worker in accordance with Clause 6.2 and you  
wish to terminate the Assignment, such cancellation shall be subject to the terms of our  
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Fees  
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.1. You shall pay us the fees in respect of Staffing Workers (“Staffing Worker Fees”). The Staffing  
Worker Fees comprise the Staffing Worker’s pay and holiday pay, and include our commission  
and employer’s National Insurance contributions. When you notify us, via the Website, of your  
need for a Staffing Worker to perform an Assignment, we shall advise you of the agreed  
Staffing Worker Fees for that Staffing Worker.  
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.2. You shall pay the Staffing Worker Fees to us at such times and in such instalments as set our  
Invoicing and Payment Policy or as we may direct from time to time. Unless set out otherwise in  
this Contract, we may issue invoices to you for the Fees at such intervals as we may, at our  
absolute discretion, consider appropriate.  
.3. You shall pay all amounts due to us under this Contract by any payment method that we may  
stipulate from time to time. No payment shall be considered paid until we have received it in  
 
 
 
 
cleared funds in full.  
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.4. The Fees are stated exclusive of VAT, which shall be added at the prevailing rate as applicable  
and paid by you following delivery of a valid VAT invoice by us.  
.5. Your payment of all amounts due to us under this Contract shall be in the currency in force in  
England from time to time.  
.6. We reserve the right to increase the Fees by giving you not less than 30 days’ notice of such  
increase taking effect. If you would prefer for this Contract to come to an end, you may  
terminate this Contract by the provision to us of 10 Business Days to take effect at the end of  
such 30 day notice period of the increase.  
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.7. You must pay all amounts due under this Contract in full without any set-off, counterclaim,  
deduction or withholding except as required by law. We may, without limiting our other rights or  
remedies, set off any amount owing to us by you against any amount payable by us to you.  
.8. If you are late in paying any part of any monies due to us under this Contract and such  
payment remains outstanding for seven days following us providing notice to you of such  
outstanding payment, we may (without prejudice to any other right or remedy available to us  
whether under this Contract or by any statute, regulation or bye-law) do any or all of the  
following:  
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.8.1. charge interest and other costs on the overdue amount due but unpaid at the annual  
rate of interest set under Section 6 of the Late Payment of Commercial Debts (Interest)  
Act 1998 from time to time from the due date until payment (after as well as before  
judgment), such interest to run from day to day and to be compounded monthly;  
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.8.2. recover our costs and expenses and charges (including legal and debt collection fees  
and costs) in collecting the late payment; and  
.8.3. suspend performance of this Contract until payment in full has been made.  
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Term  
This Contract takes effect on the Commencement Date and shall continue until it is terminated  
in accordance with Clause 9 of this Contract.  
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Termination  
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.1. You may terminate this Contract with immediate effect at any time by notifying us via your  
Account, or in such a manner as we may specify.  
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.2. Without prejudice to any of our rights or remedies under this Contract or at law, we may  
terminate this Contract with immediate effect (or such other notice period as we see fit at our  
absolute direction) by giving notice to you if you fail to pay any amount due under this Contract  
on the due date for payment and such amount remains in default not less than 14 days after  
being notified to make such payment.  
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.3. We may terminate this Contract immediately by notice in writing to you if we reasonably  
consider that our relationship with you may cause our brand or business to be brought into  
disrepute.  
.4. Each Party may terminate this Contract immediately by notice in writing to the other Party if:  
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.4.1. subject to Clause 9.1, the other Party is in material breach of any of its obligations  
under this Contract, and, where such material breach is capable of remedy, the other  
Party fails to remedy such breach within a period of 10 Business Days of being notified  
of such breach by the Party;  
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.4.2. the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or  
a substantial part of its business; and/or  
.4.3. the other Party gives notice to any of its creditors that it has suspended or is about to  
suspend payment or if it shall be unable to pay its debts within the meaning of Section  
123 of the Insolvency Act 1986, or an order is made or a resolution is passed for the  
winding-up of the other Party or an administration order is made or an administrator is  
appointed to manage the affairs, business and property of the other Party or a receiver  
and/or manager or administrative receiver is appointed in respect of all or any of the  
other Party’s assets or undertaking or circumstances arise which entitle the court or a  
creditor to appoint a receiver and/or manager or administrative receiver or administrator  
which entitle the court to make a winding-up or bankruptcy order or the other Party  
takes or suffers any similar or analogous action in consequence of debt in any  
jurisdiction.  
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.5. Termination of this Contract shall be without prejudice to any accrued rights or remedies of  
either Party.  
 
 
 
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.6. Termination of this Contract shall not affect the coming into force, or continuance in force, of  
any provision which is expressly or by implication intended to come into or continue in force on  
or after such termination.  
.7. On termination of this Contract for any reason:  
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.7.1. you shall cease to have access to the Service; and  
.7.2. you shall pay to us any outstanding amounts due to us as Staffing Worker Fees which  
relate to the period prior to termination, whether invoiced or not.  
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.8. Termination (or expiry) of the agreement between us and you granting you access to the  
Service, howsoever arising, shall automatically terminate all Assignments, in force as at the  
date of such termination (or expiry); all ongoing Assignments as at the date of such termination  
shall terminate with immediate effect and termination of such Assignments shall in any event be  
subject to the terms of our Cancellation Policy .  
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.9. The termination of any Assignment shall not effect any other Assignment, or the agreement  
between us and you granting access to the Service.  
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0. Audit and record-keeping  
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0.1. For the duration of this Contract and for a period of six years from the termination or expiry of  
this Contract, we shall maintain full and accurate records of:  
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0.1.1. the services provided by us under this Contract including but not limited to how we  
have complied with our obligations under Clause 3;  
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0.1.2. all expenditure reimbursed by you;  
0.1.3. all payments made by you;  
0.1.4. the terms on which it or any subcontractors engage any Staffing Workers;  
0.1.5. the Screening undertaken on any Staffing Workers; and  
0.1.6. the insurance certificates and details of cover referred to in clause 12.12  
11. Indemnities and insurance  
11.1. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including  
but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation  
and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other  
reasonable professional costs and expenses) suffered or incurred by us arising out of or in  
connection with your negligence, misrepresentation or the breach of any obligation to be  
performed by you under this Contract.  
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1.2. We shall be responsible for deduction and payment of all tax, National Insurance contributions  
and other levies in respect of Staffing Workers and shall indemnify you against all liabilities to  
make such statutory payments that may be suffered or incurred by you.  
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1.3. Before a Staffing Worker starts an Assignment, you shall notify us if either:  
1.3.1. the Staffing Worker is a Qualifying Staffing Worker in relation to the Assignment; or  
1.3.2. the Staffing Worker will become a Qualifying Staffing Worker during the course of the  
Assignment.  
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1.4. You shall at all times comply with your obligations under the AWR 2010, including but not  
limited to providing any Staffing Workers with access to collective facilities and amenities and  
employment opportunities subject to and in accordance with regulations 12 and 13 of the AWR  
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010.  
11.5. You shall indemnify us against any Liability, cost, claim, award or any other expense incurred  
by us arising out of a breach or alleged breach by you, your subcontractors or any other  
intermediaries, of the AWR 2010 save to the extent that you are, in accordance with the AWR  
2010, Liable for the same.  
11.6. If either Party receives an allegation that there has been a breach of the AWR 2010 in relation  
to the supply of a Staffing Worker to you by us (whether that allegation has been made as a  
request for information under regulation 16 of the AWR 2010 or otherwise), it shall provide a  
copy of that allegation to the other Party within seven days of receipt. The Parties shall co-  
operate with each other in responding to that allegation, which shall include supplying any  
information which may be reasonably requested by the other Party, and complying with any  
reasonable requests in relation to the contents of any response.  
11.7. The provisions of this Clause 11 shall survive termination of this Contract.  
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2. Limitation of Liability  
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2.1. This Clause 12 prevails over all of this Contract and sets forth our entire Liability, and your sole  
 
 
and exclusive remedies, in respect of:  
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2.1.1. performance, non-performance, purported performance, delay in performance or mis-  
performance of this Contract or any services in connection with this Contract; or  
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2.1.2. otherwise in relation to this Contract or entering into this Contract.  
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2.2. Neither Party excludes or limits its Liability for:  
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2.2.1. its fraud; or  
2.2.2. death or personal injury caused by its Breach of Duty; or  
2.2.3. any breach of the obligations implied by Section 2 of the Supply of Goods and Services  
Act 1982; or  
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2.2.4. any other Liability which cannot be excluded or limited by Applicable law.  
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2.3. Subject to Clause 12.2, and other than any Liability arising pursuant to this Contract, we do not  
accept, and we hereby exclude, any Liability for Breach of Duty.  
2.4. Subject to Clause 12.2, we shall not have any Liability in respect of any:  
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2.4.1. indirect or consequential losses, damages, costs or expenses;  
2.4.2. loss of actual or anticipated profits;  
2.4.3. loss of contracts;  
2.4.4. loss of use of money;  
2.4.5. loss of anticipated savings;  
2.4.6. loss of revenue;  
2.4.7. loss of goodwill;  
2.4.8. loss of reputation;  
2.4.9. loss of business;  
2.4.10.ex gratia payments;  
2.4.11.loss of operation time;  
2.4.12.loss of opportunity;  
2.4.13.loss caused by the diminution in value of any asset; or  
2.4.14.loss of, damage to, or corruption of, data;  
whether or not such losses were reasonably foreseeable or we or our agents or contractors had  
been advised of the possibility of such losses being incurred. For the avoidance of doubt,  
Clauses 12.4.1 to 12.4.14 (inclusive) of this Clause 12.4 apply whether such losses are direct,  
indirect, consequential or otherwise.  
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2.5. Subject to Clause 12.2, our total aggregate Liability arising out of or in connection with all  
claims in aggregate (including warranty claims and losses relating to the breach of warranty)  
shall be limited to £1,000,000.  
2.6. The limitation of Liability under Clause 12.5 has effect in relation both to any Liability expressly  
provided for under this Contract and to any Liability arising by reason of the invalidity or  
unenforceability of any term of this Contract.  
2.7. You acknowledge and accept that we only make the Assignment available on the express  
condition that we will not be responsible, nor, subject to Clause 12.2, shall we have any  
Liability, directly or indirectly, for any act or omission of you, your affiliates or your or their  
employees, agents, contractors or customers or any third party.  
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3. Confidentiality  
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3.1. Each Party shall keep the other Party’s Confidential Information confidential and shall not:  
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3.1.1. use such Confidential Information except for the purpose of exercising or performing its  
rights and obligations under this Contract; or  
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3.1.2. disclose such Confidential Information in whole or in part to any third party, except as  
expressly permitted by this Clause 13;  
Each Party shall use adequate procedures and security measures to protect the other Party’s  
Confidential Information from inadvertent disclosure or release to unauthorised persons.  
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3.2. A Party may disclose the other Party’s Confidential Information to those of its employees,  
agents and subcontractors who need to know such Confidential Information provided that:  
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3.2.1. it informs such employees, agents and subcontractors of the confidential nature of the  
Confidential Information before disclosure; and  
 
 
 
 
 
 
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3.2.2. it does so subject to obligations equivalent to those set out in this Clause 13.  
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3.3. A Party may disclose the Confidential Information of the other Party to the extent such  
Confidential information is required to be disclosed by law, by any governmental or other  
regulatory authority or by a court or other authority of competent jurisdiction provided that, to  
the extent it is legally permitted to do so, it gives the other Party as much notice of such  
disclosure as possible and, where notice of disclosure is not prohibited and is given in  
accordance with this Clause 13.3, it takes into account the reasonable requests of the other  
Party in relation to the content of such disclosure.  
3.4. The obligations of confidentiality in this Clause 13 shall not extent to any matter which either  
Party can show:  
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3.4.1. is in, or has become part of, the public domain other than as a result of a breach of the  
confidentiality obligations of this Contract; or  
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3.4.2. was independently developed by it; or  
3.4.3. was independently disclosed to it by a third party entitled to disclose the same; or  
3.4.4. was in its written records prior to receipt.  
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3.5. Each Party reserves all rights in its Confidential Information. No rights or obligations in respect  
of a Party’s Confidential Information other than those expressly stated in this Contract are  
granted to the other Party, or to be implied from this Contract.  
3.6. On termination of this Contract, each Party shall:  
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3.6.1. return to the other Party all documents and materials (and any copies) containing,  
reflecting, incorporating or based on the other Party’s Confidential Information;  
3.6.2. erase all the other Party’s Confidential Information from its computer systems (to the  
extent possible); and  
3.6.3. certify in writing to the other Party that it has complied with the requirements of this  
Clause 13.6, provided that a recipient Party may retain documents and materials  
containing, reflecting, incorporating or based on the other Party’s Confidential  
Information to the extent required by law or any applicable governmental or regulatory  
authority. The provisions of this Clause 13 shall continue to apply to any such  
documents and materials retained by a recipient Party following termination of this  
Contract for any reason.  
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3.7. The provisions of this Clause 13 shall continue to apply after termination of this Contract.  
4. Data protection  
4.1. The Parties acknowledge that, in relation to their obligations under this Contract, they will each  
act as independent Controllers in respect of any Personal Data relating to the Staffing Workers  
(“User Data”). For the avoidance of doubt, it is not envisaged that you will be processing User  
Data as a Processor on our behalf.  
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4.2. This Clause 14 sets out the framework for the sharing of User Data between the Parties. Each  
Party acknowledges that it (the “Data Discloser”) will regularly disclose to the other Party (the  
Data Recipient”) User Data, collected by the Data Discloser for the Agreed Purposes. In no  
event will the Parties process the User Data as joint Controllers.  
4.3. Each Party shall comply with all the obligations imposed on a Controller under the Data  
Protection Legislation, and any material breach of the Data Protection Legislation by one Party  
shall, if not remedied within 30 days of written notice from the other Party, give grounds to the  
other Party to terminate the Agreement with immediate effect.  
4.4. The Data Discloser shall be responsible for:  
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4.4.1. complying with all necessary transparency and lawfulness requirements under Data  
Protection Legislation in order to disclose the User Data to the Data Recipient to  
Process for the Agreed Purposes; and  
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4.4.2. presenting to the relevant Data Subjects a link to, or a copy of, the transparency notice  
as provided by Data Recipient to the Data Discloser in a form agreed between the  
Parties to enable the Data Recipient to comply its necessary transparency and  
lawfulness requirements under Data Protection Legislation.  
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4.5. Each Party shall:  
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4.5.1. ensure that it has all necessary notices and consents in place to enable lawful transfer  
of the User Data to the Permitted Recipients for the Agreed Purposes;  
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4.5.2. give full information to any Data Subject whose Personal Data may be Processed  
under this Agreement of the nature such Processing. This includes giving notice that,  
 
 
 
 
on the termination of the Agreement, Personal Data relating to them may be retained  
by or, as the case may be, transferred to one or more of the Permitted Recipients, their  
successors and assignees;  
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4.5.3. Process the User Data only for the Agreed Purposes;  
4.5.4. not disclose or allow access to the User Data to anyone other than the Permitted  
Recipients;  
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4.5.5. ensure that all Permitted Recipients are subject to written contractual obligations  
concerning the User Data (including, obligations of confidentiality) which are no less  
onerous than those imposed by this Clause 14; and  
4.5.6. ensure that it has in place appropriate technical and organisational measures to protect  
against unauthorised or unlawful Processing of Personal Data and against accidental  
loss or destruction of, or damage to, Personal Data.  
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4.6. Each Party shall provide reasonable assistance to the other Party in complying with the Data  
Protection Legislation. In particular, each Party shall:  
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4.6.1. promptly inform the other Party about the receipt of any Data Subject access request  
relating to the other Party’s Processing of Personal data, provide the other Party with  
reasonable assistance in complying with any such Data Subject access request, and  
not disclose or release any User Data in response to such a Data Subject access  
request without first consulting the other Party wherever possible;  
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4.6.2. assist the other Party, at the cost of the other Party, in responding to any request from a  
Data Subject and in ensuring compliance with its obligations under the Data Protection  
Legislation with respect to security, breach notifications, impact assessments and  
consultations with supervisory authorities or regulators;  
4.6.3. notify the other Party without undue delay on becoming aware of any breach of the  
Data Protection Legislation relating to the sharing of Personal Data under this Clause  
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4.6.4. use compatible technology for the Processing of User Data to ensure that there is no  
lack of accuracy resulting from Personal Data transfers;  
4.6.5. maintain complete and accurate records and information to demonstrate its compliance  
with this Clause 14; and  
4.6.6. provide the other Party with contact details of at least one employee as point of contact  
and responsible manager for all issues arising out of the Data Protection Legislation,  
including the joint training of relevant staff, the procedures to be followed in the event of  
a data security breach, and the regular review of the Parties' compliance with the Data  
Protection Legislation.  
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4.7. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including  
but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation  
and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other  
reasonable professional costs and expenses) that we suffer or incur by the arising out of or in  
connection with the breach of the Data Protection Legislation by you, your employees or  
agents, provided that we give you prompt notice of such claim, full information about the  
circumstances giving rise to it, reasonable assistance in dealing with the claim and sole  
authority to manage, defend and/or settle it.  
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4.8. The rights and remedies provided under this Clause 14 are in addition to, and not exclusive of,  
each other and/or any rights or remedies provided by law.  
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5. Non-solicitation  
Neither Party shall, either on its own account or in partnership or association with any person,  
firm, company or organisation, or otherwise and whether directly or indirectly during, or for a  
period of six months from, the end of the term of this Contract, solicit or entice away or attempt  
to entice away or authorise the taking of such action by any other person, any key executive of  
the other party who has worked on the services provided under this Contract at any time during  
the term of this Contract other than by means of a national advertising campaign open to all-  
comers and not specifically targeted at such executives of the other Party.  
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6. Force Majeure  
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6.1. Subject to Clause 12.2 neither Party shall have any Liability for any breach, hindrance or delay  
in performance of its obligations under this Contract which is caused by an Event of Force  
Majeure, regardless of whether the circumstances in question could have been foreseen. An  
"
Event of Force Majeure" means any cause outside of the Party's reasonable control,  
 
including act of God, actions or omissions of third parties (including hackers, suppliers,  
couriers, governments, quasi-governmental, supra-national or local authorities), insurrection,  
riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict,  
imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, national  
emergencies, terrorism, nuclear, chemical or biological contamination or sonic boom, piracy,  
arrests, restraints or detainments of any competent authority, blockade, strikes or combinations  
or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, adverse weather  
conditions, loss at sea, earthquake, natural disaster, accident, collapse of building structures,  
failure of plant machinery or machinery or third party computers or third party hardware or  
vehicles, failure or problems with public utility supplies (including general: electrical, telecoms,  
water, gas, postal, courier, communications or Internet disruption or failure), shortage of or  
delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation.  
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6.2. Each of the Parties agrees to inform the other upon becoming aware of an Event of Force  
Majeure, such information to contain details of the circumstances giving rise to the Event of  
Force Majeure.  
6.3. The performance of each Party's obligations shall be suspended during the period that the  
circumstances persist and such Party shall be granted an extension of time for performance  
equal to the period of the delay.  
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6.4. Each Party shall bear its own costs incurred by the Event of Force Majeure.  
6.5. If the performance of any obligations is delayed under this Clause 16.1, each Party shall  
nevertheless accept performance as and when the other shall be able to perform.  
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6.6. If the Event of Force Majeure continues without a break for more than one month, either Party  
may terminate this Contract immediately by notice to the other, in which event neither Party  
shall have any Liability (subject to Clause 12.2) to the other Party by reason of such  
termination.  
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6.7. If we have contracted to provide identical or similar services to more than one customer and we  
are prevented from full meeting our obligations to you due to an Event of Force Majeure, we  
may decide at our absolute discretion which contracts we will perform and to what extent.  
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7. Notices  
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7.1. Any notice given to either Party under or in connection with this Contract shall be in writing,  
addressed to the relevant Party at its registered office (if it is a company) or its principal place  
of business (in any other case) or such other address as that Party may have specified to the  
other Party in writing, and shall be delivered personally, sent by pre-paid first class post,  
recorded delivery, commercial courier or sent by email.  
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7.2. A notice shall be deemed to have been received: if delivered personally, when left at the  
address referred to in Clause 17.1; if sent by pre-paid first class post or recorded delivery, at  
9.00 am on the second Business Day after posting; if delivered by commercial courier, on the  
date and at the time that the courier's delivery receipt is signed; or, if sent by email, at the time  
of transmission.  
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7.3. The provisions of this Clause 17 shall not apply to the service of any proceedings or other  
documents in any legal action.  
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8. Assignment  
You may not assign, transfer, charge or otherwise encumber, create any trust over, or deal in  
any manner with, this Contract or any right, benefit or interest under it, nor transfer, novate or  
sub-contract any of your obligations under it, without our prior written consent (such consent  
not to be unreasonably withheld or delayed).  
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9. Severance  
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9.1. If any court or competent authority finds that any provision of this Contract (or part of any  
provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent  
required, be deemed to be deleted, and the validity and enforceability of the other provisions of  
this Contract shall not be affected.  
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9.2. If any invalid, unenforceable or illegal provision of this Contract would be valid, enforceable and  
legal if some part of it were deleted, the provision shall apply with the minimum modification  
necessary to make it legal, valid and enforceable.  
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0. Waiver  
A waiver of any right or remedy under this Contract is only effective if given in writing and shall  
not be deemed a waiver of any subsequent breach or default. No failure or delay by a Party to  
exercise any right or remedy provided under this Contract or by law shall constitute a waiver of  
 
 
 
that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or  
any other right or remedy. No single or partial exercise of such right or remedy shall preclude or  
restrict the further exercise of that or any other right or remedy.  
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1. Third party rights  
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1.1. Subject to Clause 21.2, no term of this Contract shall be enforceable under the Contracts  
(Rights of Third Parties) Act 1999 by any person who is not a Party.  
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1.2. The Parties intend that any right conferred upon BES under this Contract shall be enforceable  
by any company within the Broadstone Group pursuant to and in accordance with the Contracts  
(
Rights of Third Parties) Act 1999.  
2. Variation  
We may change this Contract at any time by sending you an email with details of the change or  
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notifying you of a change when you next login to your Account. The new terms may be  
displayed on-screen and you may be required to read and accept them to continue access the  
Service. If you do not agree with the changes, you may terminate this Contract in accordance  
with Clause 9.  
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3. No partnership  
Nothing in this Contract shall constitute a partnership or employment or agency relationship  
between the Parties.  
4. Counterparts  
This Contract may be executed in several counterparts, each of which shall be deemed an  
original, but all of which together shall constitute one and the same document.  
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5. Governing law and jurisdiction  
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5.1. This Contract and any dispute or claim arising out of or in connection with it or its subject matter  
(including non-contractual disputes or claims) shall be governed by and construed in  
accordance with the laws of England.  
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5.2. The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to  
settle any dispute or claim that arises out of or in connection with this Contract or its subject  
matter.