Circle Terms



Contract Details

Agreement Between:

CSR Staffing Group Ltd

Trading as Circle, Circle Foods, Circle Engineering and Circle Life Sciences

Company Number: 10950306

Registered Office:
Room 501 DMC 01, County Way, Barnsley, UK, S70 2JW

Head Office:
Fountain A, Lynch Wood Park, Peterborough, PE2 6FY

("CSR")

Client

Austin Company of (U.K.) Limited

Company Number: 00343451

Registered Office:
Suite 22 Building 6 Croxley Park, Hatters Lane, Watford, Hertfordshire, WD18 8YH

("Client")

1. Definitions

The following definitions apply throughout these Terms:

Assignment

The period during which a Representative renders Contractor Services to the Client.

Assignment Confirmation Schedule

The document issued by CSR confirming the details of an Assignment and Contractor Services.

Client

The person, firm or corporate body to whom CSR introduces or supplies a Contractor, Candidate or Representative.

Contractor

The company introduced by CSR that provides the Representative to perform services for the Client.

Contractor Services

The work or tasks performed by the Representative as specified within the Assignment Confirmation Schedule.

Data Protection Regulations

Includes:

• Data Protection Act 2018
• UK GDPR
• EU GDPR 2016/679 (where applicable)
• Privacy and Electronic Communications Regulations 2003

Deemed Employment

An engagement falling within Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003.

Engagement

Any employment, engagement or use of a Candidate or Representative by the Client or any third party introduced by the Client.

Extended Period of Hire

Duration of AgreementExtended Period0-6 months9 months6-12 months6 monthsOver 12 months3 months

Introduced / Introduction

Means:

• A request by the Client to interview a Candidate
• The provision of a CV or identifying information
• Making the Client aware of a Candidate's availability or interest

An Introduction does not need to be the effective cause of an Engagement.

Intellectual Property Rights

Includes all patents, copyrights, trademarks, database rights, software rights, trade secrets, know-how and associated intellectual property rights worldwide.

Invention

Any invention, discovery, development, innovation or improvement created in connection with the Services.

Works

All reports, documents, drawings, designs, software, inventions, records and materials produced in connection with the Services.

Introduction Fee

A fee calculated in accordance with Clause 6.5.

Kingsbridge

The provider of the Off-Payroll Protect Policy for IR35 determinations.

Payment Terms

30 days from the date of invoice.

Personal Data

As defined under the Data Protection Act 2018 and UK GDPR.

Quarantine Period

12 months following the end of an Assignment.

Remuneration

Includes:

• Salary
• Fees
• Bonus
• Commission
• Allowances
• Benefits
• Company car benefit

Where a company car is provided, £5,000 is added for fee calculation purposes.

Representative

The employee, officer or representative of the Contractor who performs the Services.

Substitute

A replacement Representative appointed under Clause 3.6.

Terms

These Terms together with all Assignment Confirmation Schedules.

Transfer Fee

A fee calculated under Clause 6.5.

Worksheet

The approved time-recording system used for recording hours worked.

2. General Terms

2.1 Entire Agreement

These Terms and Schedules constitute the entire agreement between the parties and override any previous agreements or terms.

2.2 Interpretation

Headings are for reference only and do not affect interpretation.

2.3 Acceptance

These Terms are deemed accepted when:

• A Candidate is introduced
• A Candidate is engaged
• Information is shared with a third party
• An interview is requested
• The Client signs these Terms
• The Client approves a Worksheet

2.4 Variations

Any variation must be approved in writing by a Director of CSR.

2.5 Supply of Services

CSR, the Contractor and the Representative may provide services to other parties provided there is no conflict of interest.

3. Contractor Services

3.1 Introductions

CSR will use reasonable endeavours to introduce Contractors and Representatives that meet the Client's requirements.

3.2 Assignment Confirmation

CSR will issue an Assignment Confirmation Schedule detailing:

• Contractor details
• Representative details
• Rates
• Assignment duration
• Scope of services
• Notice periods

3.3 Contractor Obligations

CSR will endeavour to ensure that the Contractor:

• Complies with Client instructions
• Transfers intellectual property rights to the Client
• Maintains confidentiality

3.4 Client Information

The Client must provide:

• Start date
• Duration
• Scope of work
• Location
• Qualifications required
• Expenses arrangements
• Site rules and policies

3.5 Contractor Independence

The Contractor determines:

• How services are delivered
• Hours worked
• Working arrangements

subject to reasonable operational requirements.

3.6 Right of Substitution

The Contractor may appoint a suitably qualified Substitute.

3.7 Client Facilities

The Client shall provide:

• Workspace
• Resources
• Safe working environment

where required.

3.8 CSR Substitute Rights

CSR may provide an alternative Representative with equivalent skills and experience.

3.9 Agency Workers Regulations

Where applicable, the Client shall provide:

• Vacancy information
• Access to facilities
• Applicable worker terms

4. Client Undertakings

The Client shall:

• Avoid unlawful discrimination
• Notify CSR of any intended engagement
• Comply with all relevant legislation
• Provide IR35 status determinations
• Supply supporting documentation where required

The Contractor has opted out of the Conduct Regulations.

5. Charges and Invoicing

5.1 Introduction Fee

Payable where a Contractor or Representative is engaged within 12 months of introduction.

5.2 Confidential Introductions

If the Client shares Contractor details leading to engagement by a third party, a Transfer Fee is payable.

5.3 Transfer Fee Calculation

Where remuneration is unknown, market rates may be used.

5.4 Invoicing

CSR may invoice weekly.

Charge rates are detailed in the Assignment Confirmation Schedule.

Approved expenses may be reimbursed.

Administrative fee:
£7 per expense day processed.

5.5 Payment Terms

Invoices payable within:

30 days

5.6 Invoice Disputes

Disputes must be raised within:

5 days

5.7 VAT

VAT is payable where applicable.

5.8 Interest

Late payments may incur statutory interest and recovery costs.

5.9 No Refunds

No rebates or refunds are payable except where expressly stated.

6. Re-engagement, Transfer and Migration

If the Client engages a Representative directly or indirectly:

• A Transfer Fee may apply.
• Notification requirements apply.
• Extended Period of Hire provisions may apply.

Failure to Notify

The Client shall pay the greater of:

• 12 weeks of final charge rate, or
• £30,000

within 7 days of invoice.

7. Time Recording

The Client shall:

• Approve Worksheets within 2 working days.
• Confirm hours worked.
• Co-operate in resolving disputes.

Failure to approve does not remove the obligation to pay.

8. Termination

Assignments may be terminated:

• By notice
• For insolvency
• For material breach
• For misconduct
• For non-payment

Relevant notice periods are detailed in the Assignment Confirmation Schedule.

9. Liability and Indemnity

Key provisions include:

• CSR liability limited to £10,000.
• No liability for indirect or consequential losses.
• Client indemnifies CSR for breaches and legal claims.
• Nothing excludes liability for death, personal injury or fraud.

10. Confidentiality

Both parties shall:

• Keep confidential information confidential.
• Not disclose fee arrangements.
• Not disclose Contractor information without consent.

11. Data Protection

Both parties shall:

• Comply with UK GDPR and Data Protection legislation.
• Maintain appropriate security measures.
• Notify breaches within 48 hours.
• Process personal data lawfully.

12. Publicity

CSR may reference the Client relationship but will not disclose confidential information without consent.

13. Non-Solicitation

The Client shall not solicit or employ CSR employees during the agreement and for 12 months afterwards.

Breach fee:

£15,000 per occurrence

payable within 7 days.

14. General

• Governed by English law.
• Courts of England and Wales have exclusive jurisdiction.
• Invalid clauses do not affect the remainder of the agreement.
• No third-party rights apply.

15. Notices

Notices may be served by:

• Hand delivery
• Email
• First-class post

Service timings are defined within the agreement.

16. Intellectual Property Rights

All intellectual property created during the Assignment belongs to the Client unless otherwise specified in the Assignment Confirmation Schedule.

CSR shall use reasonable endeavours to ensure all required assignments and documentation are completed.

Execution

For and on behalf of CSR

Signature: ___________________

Name: ___________________

Title: ___________________

Date: ___________________

For and on behalf of the Client

Signature: ___________________

Name: ___________________

Title: ___________________

Date: ___________________