Archer Terms and Conditions

ARCHER TERMS AND CONDITIONS

Contract Start Date:  
These Terms and Conditions govern the provision of temporary recruitment services undertaken by Archer Resourcing Limited of  Floor 2 Robert Ransome House, Carr Street, Ipswich, England, IP41ER, Registered office  Floor 2 Robert Ransome House, Carr Street, Ipswich, England, IP41ER, VAT Number 300763145 (hereinafter known as Archer Resourcing) to ****. Should you require candidates for permanent contract assignments through Archer Resourcing, permanent recruitment terms and conditions for the supply of contractors shall apply during the project and which can be provided on request, these terms, and conditions to be reviewed each (6) six months based on the market demands.

1. Definitions

1.1 In these Terms of Business the following definitions apply:

Assignment Means the period during which the Contractor is supplied by the Employment Business to render services to the Client.

Client Means the person, firm or corporate body together with any subsidiary or associated company as defined by the Companies Act 1985 to whom the Contractor is supplied or introduced.

Employment Business Means Archer Resourcing Limited

Contractor Means the Limited Company introduced to the Client by the Employment Business to carry out an Assignment (and save where otherwise indicated, includes any officer, employee or representative thereof).

Engagement Means the engagement, employment or use of the Contractor’s services or the services of any officer, employee or representative of the Contractor, directly by the Client or any third party or through any other employment business on a permanent or temporary basis whether under a contract of service or for services; an agency, license, franchise or partnership arrangement; or any other engagement
Contract Start Date: 

Introduction Means (i) the Client’s interview of an officer, employee, or representative of the Contractor, in person or by telephone, following the Client’s instruction to the Employment Business to supply a Contractor or (ii)the passing to the Client of information which identifies a Contractor; and which leads to an Engagement

Transfer Fee Means the fee payable in accordance with clause 7.1(b)below and Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003

Relevant Period Means the longer period of either 14 weeks from the first day on which the Contractor worked for the Client, or 8 weeks from theday after the Contractor was last supplied by the Employment Business to theC lient.

Introduction Fee Means the fee payable in accordance with clause7.2(b) below and Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003.

Remuneration Includes fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, and all other payments taxable, (and, where applicable, non-taxable) payable to or receivable by the Contractor for services rendered to or on behalf of the Client.

1.2 Unless the context otherwise requires, references to the singular include the plural

1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation. The ‘first day’ will be the first occasion on which a Contractor is supplied to work for the Client or the first day of an assignment where there has been more than 42 days since the end of any previous assignment


2.      The Contract

2.1 These Terms constitute the contract between the Employment Business and the Client for the supply of the Contractor’s services to the Client and are deemed to be accepted by the Client by virtue of its request for, interview with or engagement of a Contractor or the passing of any information about the Contractor to any third party following an Introduction.
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2.2 These terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions put forward by the Client.
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2.3 No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between the Employment Business and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.

3.      Information to be provided  

3.1 When making an Introduction of a Contractor to the Client the Employment Business shall inform the Client of the identity of the Contractor and the person to be supplied to do the work; and confirm that the Contractor and the person to be supplied to do the work has the necessary or required experience, training, qualifications and any authorization required by law or a professional body to work in the Assignment, the client has the rights to review the CVs for the suggested supplied employees.  

3.2 Where such information 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 or Bank holiday) following, save where the Contractor is being proposed for an Assignment in the same position as one in which the Contractor had previously been supplied within the previous five business days and such information has already been given to the Client.

4.      Charges

4.1 The Client agrees to pay the hourly charges of the Employment Business. The charges are calculated according to the number of hours worked by the Contractor (to the nearest quarter hour). The charges comprise mainly the Contractor’s pay but also include the Employment Business’s commission calculated as a percentage of the Contractor’s pay, which is **% for candidates identified by Archer Resourcing. For candidates which are identified by Client the fee shall be **% (dealt with on a case by case basis including all taxations for issuing and transferring payments at the client’s country, but excluding any deducted taxes that took place at the employment business country ), and any travel, hotel or other expenses as may have been agreed with the Client or, if there is no such agreement, such expenses as are reasonable, the contractor should send the client soft copies from the bills which including but not limited to ( travel, accommodation, ….etc.), these expenses that include but not limited to: travel, hotel, missy are determined upon the client policy and the field standards.

4.2 The charges are invoiced to the Client on a monthly basis and are payable within 30 Days from the approved timesheet. The Employment Business reserves the right to charge interest on any overdue amounts at the rate of 15%per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.

4.3 There are no rebates payable in respect of the charges of the Employment Business. 4.4  For all travel and accommodation of which we research, book and monitor on our client’s behalf will be invoiced to Client at +10%

5.      Timesheets

5.1 At the end of each week of the Assignment (or at the end of the Assignment where the Assignment is for a period of less than one week the Client shall sign the Employment Business’s online time sheet verifying the number of hours worked by the Contractor during that week.

5.2 Signature of the time sheet by the Client indicates a confirmation of the number of hours worked. If the Client is unable to sign a time sheet produced for authentication by the Contractor because the Client disputes the hours claimed, the Client shall inform the Employment Business as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with the Employment Business to enable the Employment Business to establish what hours, if any, were worked by the Contractor. Failure to sign the time sheet does not absolve the Client’s obligation to pay the charges in respect of the hours worked.

5.3 The Client shall not be entitled to decline to e-sign a timesheet on the basis that he is dissatisfied with the work performed by the Contractor. In cases of unsuitable work, the Client should apply the provisions of clause 10.5below.

6.     Paying the Contractor

6.1 The Employment Business is responsible for paying the Contractor.

7.      Transfer and Introduction Fees

7.1 In the event of the Engagement of a Contractor supplied by the Employment Business either (1) directly by the Client, the client should apply the provisions of clause 7.1 and 7.2 or (2) by the Client pursuant to being supplied by another employment business, but shall not receiving the contractor employees CVs from another employment business within the Relevant Period the Client shall be liable, to either:

7.1a Subject to electing upon giving 7 days’ notice, an extended period of hire of the Contractor being 52 weeks during which the Employment Business shall be entitled to the charges set out in clause 3.1 above for each hour the Contractor is so employed or supplied; or

7.1b A Transfer Fee calculated as follows: 10% of the Remuneration applicable during the first 12 months of the Engagement. No refund of the introduction fee will be paid if the Engagement subsequently terminates. VAT is payable in addition to any fee due from the client for issuing and transferring The payments at the client’s country, but not including any deduction that may be done at the employment business country.  

7.2 In the event that there is an Introduction of a Contractor to the Client which does not result in the supply of that Contractor by the Employment Business to the Client, but which leads to an Engagement of the Contractor by the Client either directly or pursuant to being supplied by another employment business the Client shall be liable, to either:

7.2a Subject to electing upon giving 7 days’ notice, a period of hire of the Contractor being 12 weeks during which the Employment Business shall be entitled to the charges set out in clause 4.1 above for each hour the Contractor is so employed or supplied; or

7.2b An Introduction Fee calculated as follows: 10% of the Remuneration applicable during the first 12 months of the Engagement. VAT is payable in addition to any fee due from the client for issuing and transferring at the client’s country, but not including any deduction that may be done at the employment business country.  

7.3 In the event that the Engagement of the Contractor is for a fixed term of less than 12 months, the fee in clauses 7.1(b) or 7.2(b) will apply pro-rata. If the Engagement is extended beyond the initial fixed term or if the Client re-engages the Contractor within 6 months of the termination of the first Engagement the Client shall be liable to pay a further fee based on the additional Remuneration applicable for the period of Engagement following the initial fixed term up to the termination of the second Engagement or the first anniversary of its commencement, whichever is sooner.

 8.      Liability

8.1 Whilst every effort is made by the Employment Business to give satisfaction to the Client by ensuring reasonable standards of skills, integrity, and reliability from Contractors and to provide the same in accordance with the Assignment details provided by the Client, the client shall apply the provisions of clause 10.5.

8.2 Contractors provided by the Employment Business to the Client are deemed to be under the direction and control of the Client for the duration of the Assignment. The Client will comply in all respects with all relevant statutes, by-laws and legal requirements including provision of adequate Public Liability insurance in respect of the Contractor.

8.3 The Client shall advise the Employment Business of any special health and safety matters about which the Employment Business is required to inform the Contractor and about any requirements imposed by law or by any professional body which must be satisfied if the Contractor is to fill the Assignment. The Client will assist the Employment Business in complying with the Employment Business’ duties under the Working Time Regulations by supplying any relevant information about the Assignment requested by the Employment Business and the Client will not do anything to cause the Employment Business to be in breach of its obligations under these Regulations.

8.4 The Client undertakes that it knows of no reason why it would be detrimental to the interests of the Contractor for the Contractor to fill the Assignment.

8.5 The Client shall indemnify and keep indemnified the Employment Business against any costs, claims or liabilities incurred by the Employment Business arising out of any Assignment or arising out of any non-compliance with clauses8.2 and 8.3 and/or as a result of any breach of these Terms by the Client.

9.      Special Situations

9.1 Where the Contractor or the person supplied to do the work is required bylaw, or any professional body to have any qualifications or authorizations to work on the Assignment or the Assignment involves caring for or attending one or more persons under the age of eighteen or any person who by reason of age, infirmity or who is otherwise in need of care or attention, the Employment Business will take all reasonably practicable steps to obtain and offer to provide copies of any relevant qualifications or authorizations of the Contractor or the person supplied to do the work, two references from persons not related to the Contractor or the person supplied to do the work who have agreed that the references they provide may be disclosed to the Client and has taken all reasonably practicable steps to confirm that the Contractor or the person supplied to do the work is suitable for the Assignment. If the Employment Business is unable to do any of the above, it shall inform the Client of the steps it has taken to obtain this information in any event.

10.   Termination of the Assignment

10.1 The Client may terminate the Assignment by giving to the Employment Business [in writing] the period of notice specified in the written confirmation, which should be 30days.

10.2 Notwithstanding the provisions of sub-clause 10.1 the Client may terminate the Assignment forthwith by notice in writing to the Employment Business where:

10.2.1 the Contractor is in willful or persistent breach of its obligations;

10.2.2 the Client reasonably believes that the Contractor has not observed any condition of confidentiality applicable to the Contractor from time to time; or10.2.3 for any reason the Contractor proves unsatisfactory to the Client.

10.3 The Employment Business may terminate an Assignment forthwith by notice inwriting:

10.3.1 if the Client is in willful or persistent breach of its obligations under these Terms; or

10.3.2 if the Client becomes bankrupt or has a receiving order or administrative order made against it or is put into liquidation (save for the purposes of solvent reconstruction or amalgamation).

10.4 The Employment Business shall notify the Client immediately if it receives or otherwise obtains information which gives it reasonable grounds to believe that a Contractor supplied to the Client is unsuitable for the Assignment and shall terminate the Assignment under the provisions of clause 10.3.

10.5 The client shall have the right to terminate the contract prior its expiry date by sending a registered written email with 30 days before against receipt and in the event of the Employee (the contractor) wants to terminate the contract, the latter shall give the Employer (the client, Client) 60 days’ notice prior the termination. This is for permanent contracts. For short term contracts, Client are able to terminate an offer of employment / contract schedule at any time. The candidate (contractor) is to give at least 2 working days notice if he/she wishes to terminate a contract assignment early (subject to Client APPROVAL) 
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• Should the Employee breaches any article herein, the Employee shall lose the Right of being compensated and the contract shall be deemed as terminated. 
• In the event of the Employee breaches the contract by being grossly negligentor acting in a manner that is substantially prejudicial to the interests of the Employer, the Employer unilaterally has the right to terminate the contract without giving a notice period the Employee, with reserving their rights of the damage’s costs.  
• It is prohibited to smoke drug or drink alcohol aboard and the client has the right to terminate the contract with immediate effect in case of violating this article and the Employer shall not be responsible for any consequences or liabilities arising therefrom. In addition, the Employer may terminate this contract and Instant dismiss the Employee from the vessel should they be proven wilful damage to place of employment or associated property if the Employee has conducted the following acts:
I. Theft
II. Wilful or persistent failure to perform duties  
III. Possession of offensive weapons  
IV. Conduct which endangers personnel or fellow colleagues  
V. Disobeying orders relating to the safety of personnel  
VI. To be asleep on duty  
VII. Intimidation and interference with the work of other Employees  
VIII. Behaviour which seriously endangers other personnel  
IX. Offensive or disorderly behaviour towards Client.

11.   Law

11.1 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.

12. Business Ethics 

12.1. For the purpose of this Clause:  

“Affiliate(s)” means any company controlling, controlled by or under common control with a Party, where

“control” means the direct or indirect possession of at least 40% of the capital or voting rights of a company or the power to direct or cause to be directed the management and policies of a company through the ownership of voting securities, other voting rights, contracts or otherwise.

“Client Personnel” means an officer, director, employee or agent of Client or of any Client Affiliate.

“Public Official” means and includes: (a) Any elected or appointed officer or employee of any national, regional or local government/state, department, agency or instrumentality (i.e. any legal entity controlled by the governmentlike for example, company in which such a government/state owns, directly or indirectly, a majority or controlling interest) thereof, or any person acting in an official capacity on behalf of any such government/state, department, agency or instrumentality; (b) Any political party; (c) Any official of apolitical party; (d) Any candidate for political office; or (e) Any officer or employee of a public international organization (e.g. United Nations, IMF, World Bank, etc…).

“Related person” means a spouse or partner of a Public Official or a Client Personnel; one of his/her children, siblings or parents; the spouse or partner of his/her children or siblings; or any household member of a Public Official or a Client Personnel.

“Supplier Group” means Archer Resourcing Limited, its subcontractors, suppliers and any of its Affiliates, and any officer, director, employee or agent of any of the foregoing, involved in the performance of the Contract.

12.2. In connection with the performance of the Contract and the matters resulting therefrom, the Supplier represents and warrants throughout theContract that:

(i) no Public Official, CLIENT Personnel and Related Person (a) has had any direct or indirect ownership or other legal or beneficial interest in a company of the Supplier Group, or in the contractual relationship established by the Contract and/or (b) serves as an officer, director, employee or agent of the Supplier Group;

(ii) any member of Supplier Group:

- shall comply with all applicable anti-corruption laws and regulations including, but not limited to, laws adopted pursuant to the OECD Convention Against Bribery of Foreign Public Officials in International Business Transactions, the U.S. Foreign Corrupt Practices Act, the UK’s Bribery Act2010, the French Law n° 2016-1691 dated December 9, 2016 on Transparency, Fight Against Corruption and Modernization of the Economy also known as “Sapin 2”,any amendment or substitution of any of the foregoing, and all other anti-corruption local laws and regulations applicable to the activities under the Contract and/or otherwise applicable to the Parties.

- has not been a target of a criminal investigation or proceeding during the past five years involving allegations relating to the bribery of any Public Official, anti-money laundering, misleading record keeping or financial control deficiencies;

– has not and will not, directly or indirectly, offer, pay, promise to pay, or authorize the giving of money or anything of value to a Public Official, a Client Marine Personnel or a Related Person, for the purpose of influencing the act, decision or omission of such Public Official or Client Personnel to obtain or retain business related to the Contract;

- has not been a target of a criminal investigation or proceeding during the past five years involving allegations relating to the bribery of any Public Official, anti-money laundering, misleading record keeping or financial control deficiencies;  

- has not accepted and will not accept from any third party any commission, fee, discount, reimbursement, payment or any other remuneration or advantage of any nature whatsoever resulting from or connected with the purpose of this Contract in breach of any applicable anticorruption laws and regulations as listed in the above sub-clause and/or to provide any improper advantage or benefit in relation to any matter contemplated by the Contract to any person.

12.3.   The Supplier acknowledges that it has read and understands the Client Supplier Code of Conduct. The Supplier agrees to fully comply, and shall ensure that any member of the Supplier Group fully complies, with the Client Supplier Code of Conduct, as may be updated or modified from time to time, with regard to the performance of the Contract.

‍12.4. In connection with the performance of the Contract, where anti-corruption laws and/or regulations require the Supplier to implement a Compliance/Anti-corruption program, the Supplier agrees to deploy, implement and maintain such a program which includes (a) a code of conduct; (b)procedures & policies, internal directives and ethical principles necessary to assess, prevent and control any behavior or act from any member of Supplier Group, contrary to any applicable anti-corruption laws and regulations as listed in the above sub-clause; and (c) employees’ contribution into risk assessment and participation in training.

12.5. The Supplier confirms that the information provided by him to Client in the context of the answers to Client third party compliance questionnaire are exhaustive and accurate. The Supplier agrees to notify Client promptly and in writing of any event that affects or could affect the accuracy of any of the above representations or warranties.

12.6. Should Client notify the Supplier of any concern that there has been a breach of any representation or warranty listed above, the Supplier agrees to cooperate in good faith with Client in determining whether or not such a breach has occurred.

12.7. Compliance Audit.

12.7.1. At all reasonable times during the term of the Contract and for a period of three (3) years thereafter, subject to a prior thirty (30) days’ written notice to the Supplier, Client may, at its own discretion and expense, examine Supplier’s records relating to the performance of thisContract for the sole purpose of verifying compliance with this Contract, excluding the Supplier’s pricing methodology, formulas, margins and other confidential business information. In the context of such audit, the Supplier shall permit and shall cause the members of its Group to permit Client, its representatives, or an independent auditor appointed by Client to have reasonable access to its/their offices during working hours. Such access will include the right to interview personnel, perform any test, excluding IT testing or IT access – subject to applicable law and confidentiality obligations - and copy documentation in relation to this Contract. An audit plan will be mutually agreed between the Parties prior to audit. The Supplier shall be entitled to comment on any draft audit finding by Client and shall receive a final copy of the Client report on the audit of such matters.

12.7.2. The Supplier shall keep records for the duration required by the regulation applicable to its records, and in any case never less than three (3)years after termination of the Contract and shall – subject to applicable law and confidentiality obligations - communicate those records on Client written request. If, during the term of the Contract, irregularities, errors or deficiencies are identified by an audit or otherwise, Client shall have the right to request reasonable corrective actions and the Supplier shall, and shall undertake that any member of the Supplier Group, promptly implement any such corrective actions.

12.8. Notwithstanding any other provisions contained in the Contract, terms contained in this Clause “Business Ethics” being a material condition of the Contract, Client shall be entitled to suspend any payment, require reimbursement of any advance payment made under the Contract, suspend the performance of the Contract and/or immediately terminate the Contract (or any part thereof) without being liable to the Supplier and/or any member of the Supplier Group for any damage, loss or penalties of any kind whatsoever: a. If Client determines in good faith, upon reasonable belief supported by credible evidence, that: i. the Supplier is in breach of any of its obligations defined in this Clause; or ii. the Supplier’s representations and warranties given or to be given under this Clause are inaccurate, incomplete, misrepresented or misleading; or b. If the Supplier has taken any action that creates a material risk of liability for Client under any applicable law referred to in this Clause; or c. If the Supplier fails to implement reasonable corrective actions required by Client or if the Supplier maintains its business relationships with a member of the Supplier Group despite the fact that such member has failed to implement those corrective actions. This right to terminate shall be in addition to any other rights and remedies Client may have under the law and the Contract. Notwithstanding anything to the contrary in the Contract, the Supplier shall defend, indemnify and hold Client harmless from and against all losses, claims, interruptions, expenses and damages of any kind whatsoever incurred or suffered by Client in respect of the Supplier’s breach hereof.

13. Sanctions and Embargoes

For the purpose of this Clause:

“Restricted Person” means any individual or entity listed on a Sanctions List and/or any party that is 50% or more owned or controlled (directly or indirectly) by (if control is used under the relevant Sanctions Laws/Regulations) any individual or entity listed on a Sanctions List.

“Sanctions Authority” means any competent authority of the United Nations, the European Union, the United States of America, any EU Member State and the United Kingdom, any authority acting on behalf of any of them in connection with Sanctions Laws, and/or or any authority in the country of performance of the Contract (if applicable) in charge of the enactment, administration, implementation and enforcement of Sanctions Laws/Regulations.

“Sanctions Laws/Regulations” means any applicable economic, financial or trade sanctions laws and/or regulations, embargoes or other restrictive measures enacted, administered, implemented and/or enforced from time to time by any Sanctions Authority thereof.

“Sanctions List” means any of the lists of specifically designated nationals or designated persons or entities held by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the United Nations Security Council or any similar list maintained by the European Union, any other EU Member State or any other U.S. government entity; each of these lists may be amended, supplemented or substituted from time to time.

The Supplier represents that, as of the date of this Contract and throughout its duration: (a) it is not, and no member of the Supplier Group is, listed asa Restricted Person; and/or (b) it is not, and no member of the Supplier Group is, in breach of any Sanctions Laws/Regulations; and/or Compliance Clause (c)that it is in full compliance, and shall ensure that any member of the Supplier Group is in full compliance, with Sanctions Laws/Regulations and that due performance of the services provided and/or any provisions/obligations of the Contract will not result in a breach of any Sanctions Laws/Regulations.

The Supplier agrees to notify Client promptly and in writing of any event that affects or could affect the accuracy of any of the above representations or warranties under subclauses (a) to (c). If at any time during the performance of this Contract the Supplier and/or any member of the Supplier Group is in breach of any of the subclauses (a) to (c) above, Client shall comply with Sanctions Laws/Regulations to which the Parties and the Contract are subject, and follow any orders or directions that may be given by any authority acting with powers to compel compliance. In the absence of such orders, directions, laws or regulations, Client may (i) suspend any payment, require reimbursement of any advance payment made under the Contract, suspend the performance of the Contract and/or terminate the Contract (or any part thereof) forthwith without being liable to the Supplier and/or any member of the Supplier Group for any damage, loss or penalties of any kind whatsoever and/or (ii) claim damages resulting from the breach.

Notwithstanding anything in this Clause to the contrary Client or the Supplier shall not be required to perform any obligation which constitutes a violation of the Sanctions Laws / Regulations. If, anything is done or is not done by any of the Parties in order to comply with Sanctions Laws/Regulations, such shall not be deemed a deviation, but shall be considered due fulfillment of this Contract. The Supplier shall ensure that these Clauses “Business Ethics” and “Sanctions and Embargoes” are incorporated into any of its subcontracts issued pursuant to this Contract.

[Signatures' Date]

For Client

For Archer Resourcing Limited