VOLUME 1 - SECTION 2

TERMS & CONDITIONS SERVICES

THIS AGREEMENT is made this ………. Day of ………………………2007

BETWEEN

1. THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF WALTHAM FOREST, TOWN HALL, FOREST ROAD, WALTHAMSTOW, LONDON E17 4JF (“the Council”) and

2. COMENSURA LIMITED whose registered office is 800 The Boulevard, Capability Green, Luton, Bedfordshire, LU1 3BA Company registration number 04085767 (“the Contractor”)

WHEREAS:

(A) The Council has invited and has received from the Contractor a Tender for the supply and delivery of the goods materials or equipment specified herein (“the Goods”) and/or the provision of the service specified herein (“the Service”)

(B) The Contractor has agreed to supply the Goods and/or the Service to the Council upon the terms set out in this Contract

(C) The Council has accepted this Tender subject to the conditions hereinafter contained.

NOW IT IS HEREBY AGREED as follows:-

In this Contract the following expressions shall (save where the context may otherwise require) have the following meanings:

“2000 Act”

means the Freedom of Information Act 2000;

“Authorised Officer”

shall be the person or persons representing the Council notified by the Council to the Tenderer;

“Best Value”

means the Council's duty to ensure continuous improvement in the way in which its functions are exercised having regard to:

“Best Value Review”

means a review carried out by the Council pursuant to Best Value encompassing the requirement to challenge, compare, consult and compete under Condition 23 (Best Value Review);

“Best Value Review Date”

means in respect of each and every element of the Services (considered individually and as a whole) the dates for Best Value Reviews which the Council considers in its discretion to be appropriate to ensure Best Value is achieved;

“Commencement Date”

means 8^th May 2007 or such other alternative date as may be agreed between the Parties in writing;

“Confidentiality Undertaking”

means the confidentiality undertaking contained in Schedule 1 and due to be executed by each of the Temporary Workers in favour of the Council in accordance with Condition 33;

“Contract”

means the agreement concluded between the Council and the Tenderer comprising these Conditions and the Tender Documents;

“Contract Period”

means the period referred to in Condition 3 (Contract Period);

“Cost Centre Manager”

shall include the person or persons with the authority to request Temporary Workers for the Departments within the Council notified by the Council to the Tenderer from time to time;

“Council's Guidelines”

shall include relevant rules, procedures, guidelines, policies, codes of practice, standing orders, financial regulations and standards of the Council (including but not limited to the Constitution of the Council) as set out or referred to in the Specification and the Tender Documents or being reasonably notified to the Tenderer by the Council or the Authorised Officer from time to time, as any of the same may from time to time be reasonably amended by the Council and notified to the Tenderer;

“Council's Publication Scheme”

shall include the publication scheme adopted by the Council pursuant to section 19 of the 2000 Act and as amended by the Council from time to time;

“Default Notice”

means a notice served on the Tenderer in accordance with Condition 25;

“Default”

shall include any incident of performance of the Services by the Tenderer which is not to the standard anticipated by the Council or not in accordance with any of the terms of the Contract or would permit the Council to issue a Default Notice;

“External Audit”

means the independent external audit of the Council's accounts under the Audit Commission Act 1998 or under the Local Government Act 1999 in relation to Best Value Performance Plans;

“Fees”

means the fees payable by the Council to the Tenderer for the Services provided by the Tenderer and the Temporary Worker in accordance with these Conditions as stated in the Schedule of Rates/Fees contained in Schedule 10;

“Force Majeure”

shall include an event referred to in Condition 39 of these Conditions;

“Guarantee”

means a guarantee to be given by The Corporate Services Group plc which is the ultimate holding company of the Tenderer in the form set out in Schedule 2;

“Health and Safety Guidelines”

means all rules, procedures and requirements concerning health and safety at work notified to the Tenderer by the Council from time to time;

“Information”

means Information as defined in section 84 of the 2000 Act;

“Insolvency Proceedings”

shall include any proceedings under or relating to the Insolvency Act 1986;

“Insurance”

shall include the policies of insurance which the Tenderer is obliged to take out and maintain under Condition 31 (Insurance);

“Intellectual Property Rights”

shall include the rights of ownership in respect of all manner of intellectual property rights (including, without limitation, patents, trade marks and service marks, copyright and design rights) and know-how as set out in Condition 32 (Copyright and Intellectual Property);

“Key Performance Indicators”

shall include the indicators by which the Tenderer's levels of performance of the Services are to be measured as set out in the Tender Documents as amended from time to time by the agreement of the Parties whether following a Best Value Review, a review required pursuant to the Race Relations Act 1976 (as amended) and other applicable legislation or otherwise;

“Legislation”

shall include all Acts of Parliament and statutory regulations, instruments or orders, court decisions or judgements having the force of law and codes of practice issued thereunder and all applicable European Community legislation, as any of the same may be amended or interpreted from time to time;

“Location(s)”

shall include any premises at which the Services are to be provided including any land and/or premises;

“Mark Up Over Pay”

means the percentage of a Temporary Workers pay identified in Schedule 9 (Schedule of Rates/Fees) which when added to the Temporary Workers pay shall amount to the total quantum of Fees payable by the Council in accordance with this Contract which shall be inclusive of all additional sums as may be payable by the Tenderer including (but not limited to) sums payable to Panel Vendors, National Insurance Contributions and all other taxes due;

“Panel Vendor ”

means any company which has signed a Panel Vendor Agreement with the Tenderer for the supply of Temporary Workers to the Council;

“Panel Vendor Agreement”

means the Agreement entered into between the Tenderer and Panel Vendors, which sets out the terms upon which Temporary Workers will be made available to the Council;

“Performance Standard”

shall include the standards to which the relevant part of the Services are to be performed as set out in or inferred from the Tender;

“Prescribed Rate”

means the rate of interest payable by either Party when in default of its payment obligations hereunder being 3% (three percent) above the base rate for the time being of The Co-operative Bank p.l.c.;

“Relevant Review Date”

means 8^th May 2008 and each subsequent anniversary thereof or such other dates as may be agreed between the Parties;

“Request for Information”

means a Request for Information as defined in section 8 of the 2000 Act;

“Schedule”

means a schedule to these Conditions;

“Schedule of Rates”

means the sums due to the Tenderer and the Temporary Workers depending upon which of the Services are being supplied and which are specifically stated in Schedule 9;

“Section”

shall include any part of the Specification identified therein as a section thereof;

“ Service(s)”

shall include any or all of the services as are more particularly described in the Specification to be provided by the Tenderer (including but not limited to the provision of Temporary Workers as and when required by the Council) pursuant to this Contract or such of them as may from time to time remain the subject of this Contract;

“Service Data”

shall include any data and/or information howsoever stored which is compiled in relation to all or any of the Services or part thereof;

“Service Level Agreement”

means the document attached to this Agreement at Schedule 5 detailing the Services to be provided under this Agreement;

“Specification”

means the specifications set out in the Tender Documents relating to the provision of the Services as varied by the Council from time to time in accordance with Condition 17 (Variation of Services);

“Temporary Workers”

means any person introduced by a Panel Vendor to the Council to work for the Council on a temporary basis and may include people on an individual basis or those represented by a limited registered company;

“Tender Documents”

shall include the documents contained herein and/or annexed hereto, including the following:

these Conditions of Contract,

the Specification,

the Schedule of Rates/Fees,

the Tender Documentation;

“Termination Notice”

shall include a notice of termination served upon The Tenderer by the Council under Condition 34 (Termination);

“Variation”

shall include a variation to the Contract made by notice by the Authorised Officer to the Tenderer in accordance with Condition 17 (Variation of Services);

“Variation Notice”

shall include a notice of variation complying with Condition 17 (Variation of Services) and served upon The Tenderer by the Council under Condition 17 (Variation of Services);

“Warranties”

shall include the warranties, representations, covenants and undertakings made and/or given by The Tenderer under Condition 30 (Agency's Warranties and Undertakings).

Unless the context requires otherwise, words in the singular may include the plural and vice versa.

Where the Tenderer is more than one person those persons shall be jointly and severally liable under the Contract.

Words importing individuals shall also include reference to incorporated and unincorporated associations and vice versa.

Words importing the masculine gender shall include the feminine gender and vice versa.

Sufficiency of Information

Copyright

Standing Orders of the Council

Framework Agreement

The Tenderer performance shall be monitored by the Council and shall in particular be measured on the basis of the Key Performance Indicators (if applicable) and on the levels of compliance with the Tender.

Temporary Workers supplied by the Panel Vendors will be supplied under conditions of service or conditions for service between the Temporary Worker and the Panel Vendors, which where the Council deems necessary have been previously approved by the Council in writing. The Temporary Worker shall be under the direction, supervision and control of the Council from the time the Temporary Worker reports to work for the Council and throughout the duration of the assignment. The Council shall be responsible for the Temporary Worker and shall comply in all respects with all statutes, bye-laws and legal requirements, including the Health and Safety at Work Act 1974, but excluding those legal requirements expressly assumed by the Panel Vendors, to which the Council is ordinarily subject in respect of the Council's own staff.

6. PANEL VENDOR AGREEMENTS

7. BOOKINGS

7.1 All initial requests from the Cost Centre Manager for Temporary Workers within any specific category shall be addressed to the Tenderer and the Tenderer shall within one hour advise the relevant Cost Centre Manager whether such a duly qualified Temporary Worker so requested is available in accordance with the attached Service Level Agreement at Schedule 5.

7.2 The Tenderer must only accept bookings from a Cost Centre Manager. The Council may from time to time advise the Tenderer of any amendments to or appointments of Cost Centre Managers.

7.3 The Tenderer will supply Temporary Workers, which it considers to be suitable for the Services in question and the purposes specified and supply them for the period of a booking. The period of the booking shall be advised at the time of booking. The Tenderer warrants that it shall require Panel Vendors to conduct sufficient checks as defined within the Tender as to the suitability and qualifications of the Temporary Workers.

7.4 The Council reserves the right to reduce or increase the period of the booking by giving during the period of the booking at least 24 hours' notice by the Cost Centre Manager.

7.5 The Council will make no booking that has a duration of less than three hours.

8. REPLACEMENT BOOKINGS

8.1 If any Temporary Worker supplied by the Tenderer is found at the reasonable discretion of the Council unsuitable at any time the Tenderer will provide a suitable replacement at no additional premium to the Council to complete the booking.

8.2 If the Council notifies the Tenderer of the unsuitability of a Temporary Worker within 4 hours of the Temporary Worker commencing his/her duties, no charge will be made by the Tenderer and the Temporary Worker will be withdrawn immediately.

8.3 When a Temporary Worker supplied by a Panel Vendor is found at the sole discretion of the Cost Centre Manager to be unsuitable, and the Tenderer has been informed of this within 4 to 24 hours of the Temporary Worker starting work on site, the Cost Centre Manager may assess the time claimed and request that the timesheet is amended accordingly. For avoidance of doubt, where the Authorised Officer has signed the timesheet agreeing to the hours claimed the Temporary Worker is claiming the Council shall not seek to reassess the timesheet.

8.4 Should a Temporary Worker leave an assignment without notice before completion of the booking period agreed between the Council and the Tenderer, they will be deemed to have breached the terms of their agreement and the Council will only be liable for the payment of the hours worked.

8.5 Following such events (as outlined in Conditions 8.1, 8.2, 8.3, and 8.4) the Tenderer shall use its best endeavours to provide a replacement within one hour of the event and all as in accordance with a normal booking.

9. OVERTIME CONDITIONS

Overtime will not be paid to either the Panel Vendors or the Temporary Workers unless otherwise agreed in writing between the Parties.

10. DISCIPLINARY PROCEDURES

10.1 Temporary Workers supplied by the Tenderer will not be subject to the provisions of the Council's Disciplinary Procedure: problems relating to Temporary Workers' performance, attendance or conduct will be referred to the Tenderer who shall immediately notify the Panel Vendor responsible for the supply of the Temporary Worker and, if necessary, the booking will be terminated without further charge.

10.2 Temporary Workers supplied by Panel Vendors will not have recourse to the Council's Grievance Procedures.

11. FEES AND RATES

11.1 The Council agrees to pay the Tenderer Fees for all hours actually worked by the Temporary Workers in any week in accordance with this Contract to the reasonable satisfaction of the Council (provided that the provisions of Condition 8 do not apply) at the rates agreed and as set out in the Schedule of Rates/Fees.

11.2 If a Temporary Worker is required to provide Services to the Council at a different level or type to those for which he or she was originally supplied, with the prior agreement of the Authorised Officer, the hourly rate charge will be that which is applicable to the level or type of Service undertaken. The Panel Vendors shall be required to seek the agreement of Temporary Workers in respect of any amendment to the agreed hourly rates.

11.3 The Tenderer will require that Panel Vendors shall be exclusively responsible for the payment of remuneration to the Temporary Worker and for the deduction of tax and National Insurance contributions under PAYE regulations and any other statutory deduction or payments as may be required by law in respect of the hours worked by the Temporary Worker.

11.4 The Council will only pay the agreed rate for the grade of Temporary Worker booked in accordance with the Schedule of Rates/Fees and will not pay extra for an individual holding qualifications, or with experience and skills, over and above those required at that grade.

11.5 Where local or national pay settlements for any category of Temporary Worker levels leads to an adjustment to the payments made to them, the amount of commission payable by the Council to the Tenderer shall not be altered for the period of the Contract. Any pay settlement will only be effective twelve months after the Commencement Date.

11.6 For the avoidance of doubt the Council shall have no obligation to pay any monies to Panel Vendors and the Tenderer undertakes to indemnify the Council against any liability it may incur to any or all of the Panel Vendors for sums which are due or which may become due to the Panel Vendors as a result of the negligent acts, omissions or breach of this Agreement and/ or the Panel Vendor Agreement by the Tenderer.

12. INTRODUCTION FEES

For all categories of Temporary Workers:

13. METHOD OF PAYMENT

13.1 The Council shall pay the Fees as set out in Condition 11 (Fees and Rates) of this Contract which shall be payable directly to the Tenderer and not to the Temporary Worker supplied to the Council through the Tenderer.

13.3 The Cost Centre Manager within the relevant Department of the Council will authorise time sheets.

13.4 The Tenderer undertakes that charges for Temporary Worker's remuneration, employer's National Insurance Contributions at their current rates, Value Added Tax and commission fee will (where applicable) be explicitly and clearly accounted for on all invoices and statements produced by The Tenderer.

13.5 The Council requires that all invoices shall be directly fed into the Council's financial payments system (SAP). The Council shall pay the Tenderer via BACS transfer.

13.6 All invoices will be generated from the timesheet authorised by the appropriate Cost Centre Manager, more particularly defined within the attached Service Level Agreement.

13.7 Invoices must clearly show the number of hours worked, the hourly rate of pay (which shall be in accordance with the Schedule of Rates/Fees), total commission charged, order number, invoice number, employee name and category and place of work.

13.8 Invoices must be generated from a time sheet authorised by the appropriate Cost Centre Manager. The timesheet must clearly show the name of the supervisor, the category of staff, the place of work, the date(s) worked, starting/finishing times, break times and the Order Number allocated to the transaction.

13.9 Temporary Workers must never request that their timesheets be authorised by the Cost Centre Manager in advance of the hours being claimed having been worked.

14. STATEMENT

14.1 The Council requires monthly statements from the Tenderer detailing the names of Temporary Workers supplied, job title, location, hours worked and rates charged in accordance with the Schedule of Rates/Fees. These statements are to be sent to the Department within the Council, which has ordered the Services.

15. CANCELLATION

15.1 Without prejudice to the provisions of Condition 34 (Termination) the Council shall be entitled to terminate this Contract and to recover from the Tenderer the amount of any loss resulting from such termination if the Tenderer shall have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any action in relation to the obtaining or execution of this Contract or any other contract with the Council or for showing or forbearing to show favour or disfavour to any person in relation to this Contract or any other contract with the Council or if the like acts shall have been done by any person employed by the Tenderer acting on or if in relation to any contract with the Council the Tenderer or any person employed by him or acting on his behalf shall have committed any offence under the Prevention of Corruption Act 1889-1916 or shall have given any fee or reward the receipt of which is an offence under section 117(e) of the Local Government Act 1972.

16. MONITORING OF THE SERVICES

16.1 The Parties shall meet on the Relevant Review Date(s) at premises to be agreed between them throughout the Contract Period in order to agree upon any issues which are outstanding and/or require review and to ensure total compliance with by the Tenderer with any monitoring arrangements or monitoring exercise that may be reasonably instigated or required by the Council.

16.2 The Tenderer shall keep and maintain and shall require Panel Vendors to keep and maintain such necessary data and information and shall provide such assistance as the Council may reasonably require to enable the Council to complete all official returns, including but without limitation (provided the nature of such data and information and the format for the same has been agreed by the Parties at the last Relevant Review Date):

16.2.1 returns to the Department of Health and the Department of Social Security;

16.2.2 returns to the Chartered Institute of Public Finance and Accountancy;

16.2.3 information required by the Audit Commission;

16.2.4 information required for the purposes of compliance with Best Value Reviews, Best Value performance plans and inspections; and

16.2.5 information required in order to ensure compliance with the Race Relations Act 1976 (as amended), other applicable legislation and generally to ensure conformity with obligations contained in Condition 29 (Unlawful Discrimination and Equal Opportunities).

16.3 The Tenderer shall provide and shall require that Panel Vendors provide such data and information as the Council from time to time shall reasonably require to permit the Council to complete management reports (whether of a regular, cyclical or ad hoc nature) on the performance of the Services.

17. VARIATION OF THE SERVICES

17.1 The Council may from time to time require changes to the Tender and accordingly the Authorised Officer may, upon giving seven days' written notice thereof to the Tenderer, issue instructions to the Tenderer to do all or any of the following:

17.1.1 to reduce or increase the volume or frequency of any part of the Services permanently or during such time or for such period as the Authorised Officer may determine;

17.1.2 to perform the Services or any part thereof in such a manner as the Authorised Officer may reasonably require, provided that a requirement to perform the Services in accordance with the Tender shall not be a Variation;

17.1.3 to provide such services additional to the Services (including at additional locations) as the Authorised Officer may reasonably require, provided that such additional services shall be the same type or similar to the Services referred to in the Tender; and

17.1.4 to vary temporarily or permanently the Services or the Tender or any part thereof.

No Variation pursuant to this Condition shall vitiate the Contract. Any Variation to the Services shall be subject to the written agreement of the Tenderer which shall not be unreasonably withheld.

17.2 The value of all Variations shall be ascertained by the Authorised Officer after consultation with the Tenderer in accordance with the following principles:

17.2.1 where services are of similar character and nature and are executed under similar conditions to the Services priced in the Tender and Schedule of Rates/Fees the Variation shall be valued at such rates and prices contained therein as may be applicable;

17.2.2 where the Variation involves work that is not the same as or of similar character to or not executed under similar conditions to the Services, the rates and prices in the pricing documents shall be used as the basis for valuing such Variation in so far as may be reasonable and otherwise a fair valuation shall be made by the Authorised Officer.

17.3 In the event of any dispute as to the value of any Variation or additional work or as to whether any Variation or additional work should give rise to any increase or decrease in the Fee, the decision may be dealt with in accordance with the provisions of Condition 26 (Disputes).

18. TEMPORARY WORKERS AND THE TENDERER PERSONNEL

18.1 The Tenderer shall employ sufficient suitably qualified personnel to ensure by requiring this is done and then auditing the Panel Vendors in accordance with the Tenderer's audit program that the Services are provided in all respects to the Tender throughout the Contract Period by Temporary Workers engaged by Panel Vendors, including (without limitation) during periods of absence of some members of its personnel and/or Temporary Workers due to sickness, maternity leave, personnel holidays, personnel training or otherwise.

18.2 Without prejudice to the generality of these Conditions, the Tenderer shall perform the Services in accordance with the arrangements relating to Temporary Workers stated in the Tender.

18.3 The Tenderer shall notify the relevant Cost Centre Manager of any material amendments to their personnel during the Contract Period whether or not they fall within the provisions of Condition 18.2 above.

18.4 The Tenderer shall employ or engage in and about the provision of the Services only personnel who are honest, skilled, competent, diligent, trained and experienced in the work, which they are to perform.

18.5 The Tenderer shall, for the purposes of enabling the Council and the Authorised Officer to satisfy themselves as to the Tenderer compliance with this Condition 18 maintain at all times accurate and up-to-date records of all personnel in the Tenderer employ who are and who are likely to have any connection with the performance of the Services including employee attendance records and shall afford the Council and the Authorised Officer full access to these records upon reasonable notice in writing by the Authorised Officer.

18.6 The Authorised Officer shall, on giving notice together with reasons to the Tenderer, have the power to require The Tenderer, (but not unreasonably or vexatiously), to remove from the provision of the Services any individual member of the Tenderer personnel and/or instruct a Panel Vendor to remove any Temporary Worker.

18.7 The Council shall under no circumstances be liable either to the Tenderer or to its personnel, Temporary Worker or to any Panel Vendor for any cost, expense, liability, loss and/or damage occasioned by removal under Condition 18 and subject as aforesaid The Tenderer shall fully indemnify the Council in respect of any claim made by the personnel, Temporary Worker or any Panel Vendor insofar as any such claims are caused or contributed to by the failure of The Tenderer to remove the Tenderer personnel or to instruct Panel Vendors to remove a Temporary Worker upon the request of the Council.

18.8 For the avoidance of doubt, the Tenderer shall require the Panel Vendors at all times to be fully and solely responsible under the Panel Vendor Agreement for the payment of all income or other taxes, national insurance contributions and levies of every kind, relating to or arising out of it's the engagement of any of the Temporary Workers after the Commencement Date and shall require a full indemnity from the Panel Vendors against any liability arising as a consequence thereof.

18.9 The Tenderer will require that the Panel Vendors conduct Criminal Records Bureau checks in line with the Council's requirements and as permitted by law. The Tenderer shall instruct the Panel Vendors that checks should be re-conducted on an annual basis and no portability checks should be accepted.

18.10 The Tenderer will ensure that all relevant Tenderer personnel have a clear commitment to abide by the Bichard Recommendations and the Protection of Vulnerable Adults scheme as set out in the Care Standards Act 2000 when dealing with matters affecting the welfare of young people and vulnerable adults, and shall instruct all Panel Vendors to ensure that Temporary Workers supplied to the Council have an identical commitment to abide by the procedures.

18.11 The Tenderer will provide details of disciplinary and grievance procedures and other policies of its personnel and will require Panel Vendors to produce such policies in respect of Temporary Workers supplied to the Council, which the Council may request from time to time.

18.12 The Council shall provide the Tenderer with and the Tenderer shall require Panel Vendors to adhere to and comply with any guidelines and/or codes of practice issued by the Council when selecting and/or recruiting employees and volunteers who may have substantial and unsupervised access to children.

19. complaints

19.1 The Tenderer shall comply with its own complaints procedure, notice of which shall have been given to the Council and will comply with the Council's complaints procedure whenever a complaint is made by any third party directly to the Council as the same may be amended and notified to the Tenderer from time to time.

19.2 The Tenderer shall keep a record in a form approved by the Council of any complaints received whether received orally or in writing and whether from members of the Council or any third party and of the action taken by the Tenderer to remedy or fully investigate each such complaint. Such records shall be kept available for inspection by the Council at all reasonable times.

19.3 The Tenderer shall deal with any complaints received from whatever source in a prompt, courteous and efficient manner.

20. CONTINUOUS IMPROVEMENT AND PERFORMANCE REVIEW

20.1 The Council shall at its discretion convene regular meetings (“Continuous Improvement Meetings”) to promote jointly with The Tenderer continuous improvement in the delivery of the Services provided under the Contract.

20.2 Working jointly at Continuous Improvement Meetings (to be chaired by the Authorised Officer and the authorised representative of The Tenderer on a rotational basis) all aspects of the activities and performance of the Contract shall be scrutinised and reviewed and the Parties shall develop and bring forward agreed proposals for achieving such continuous improvements and/or for preventing failures in the provision of the Services.

20.3 The Parties will agree and record the changes to be introduced and assign organisational responsibilities for delivering such changes and specify a time scale for both the implementation of any operational improvements and for achievement of such improvements.

21. RIGHT OF SET OFF AND RECOVERY OF SUMS DUE

21.2 Without prejudice to the provisions of Condition 4.13 above if the Tenderer is unable or fails to provide the Services or any part thereof in accordance with the requirements of this Contract, the Council may itself provide or may employ and pay other persons to provide the Services or any part thereof and all reasonable incremental costs incurred as a consequence thereof may be deducted from any sums due or to become due to The Tenderer under the Contract or shall be recoverable from the Tenderer by the Council as a debt. Save that the Council shall be under a duty to mitigate it's loss and the Tenderer shall not be liable for costs, which exceed a period of 3 months following a failure to provide the Services.

21.3 Where the Authorised Officer considers that an overpayment has been made to the Tenderer or that any other sum is due to the Council from the Tenderer under the terms of this Contract due to:

21.3.1 an error in any account which has been subject to certification for payment;

21.3.2 an error in any invoice; or

he or she shall serve a notice on the Tenderer indicating the amount or amounts he or she considers to have been overpaid or to be due to the Council and the grounds upon which he or she relies upon for considering that the relevant amount or amounts should be recovered from the Tenderer.

22. value added tax

All payments made by either Party to the other Party under the terms of this Contract shall be exclusive of any Value Added Tax chargeable in respect of the supply of goods or Services for which payment is consideration and in so far as such payments are to be made under this Contract such Value Added Tax shall be added to the amount thereof and paid in addition thereto upon production of a proper Value Added Tax invoice.

23. best value review

23.1 At any time within three months before any Best Value Review Date the Council may require the Tenderer to initiate a Best Value Review at the Tenderer expense in relation to all or any part of the Services, which may include subcontracted elements of the Services.

23.2 The Best Value Review shall consist of an exercise undertaken by both Parties on the basis of an objective comparison to determine whether the Council is achieving Best Value in the delivery of such element of the, Services by The Tenderer. Such exercise shall be carried out by:

23.2.1 assessing the competitiveness of The Tenderer performance of the Services by reference to the performance of the same or similar Services by or for other Best Value authorities by commercial and other businesses (including organisations in the voluntary sector);

23.2.2 assessing the Tenderer success in meeting any Best Value standard which applies to the Services; and

23.2.3 assessing the Tenderer progress towards meeting any relevant Best Value performance target (including any Best Value standard which has been specified but does not yet apply).

23.3 The manner of any Best Value Review and the nature of comparative material to be researched (including the way in which such research is obtained) shall be identified by the Council and the timing of any Best Value Review shall be at the discretion of the Council. Neither the manner nor the timing of any such Best Value Review shall be unreasonably ascertained.

23.4 Following the conclusion of a Best Value Review, the Parties shall agree whether the Services are being performed by the Tenderer to standards and prices acceptable to the Council and whether any adjustment needs to be made to the Fees and/or to secure an improvement to the Services to achieve Best Value. In the event of failure to agree as aforesaid, the matter shall be dealt with in accordance with Condition 26 (Dispute Resolution). Within one month of the conclusion of the Best Value Review both Parties shall review the detail of the Tenderer accounts in relation to the performance of the Services.

23.5 Where any Best Value Review results in any adjustment to the Fee, the adjustment shall be determined in accordance with the provisions of Condition 7 (Variation of Services).

23.6 Where any Best Value Review results in any adjustments to delivery of the Services or adjustment to the payments to be made under Condition 13 (Method of Payment), any such adjustments shall take effect immediately (and if relevant, on a retrospective basis).

23.7 Where a Best Value Review results in the appointment of a new Panel Vendor.

23.8 The change in identity of the relevant Panel Vendor shall take place within 12 weeks of the relevant Best Value Review Date or within a time-scale approved by the Authorised Officer.

23.9 The Parties agree that any Best Value Review shall be carried out in good faith and that each Party shall act reasonably in relation to any Best Value Review.

23.10 The Council shall be entitled (but without any obligation whatsoever) following an adverse Best Value Review by both Parties carried out in accordance with this Condition 23 to give written notice to terminate the Contract twelve months after any Best Value Review Date.

24. Use of Substitute VENDOR

24.1 The Authorised Officer may engage a substitute Vendor in accordance with this Condition if:

24.1.1 The Tenderer materially fails to undertake any of the Services in accordance with the performance indicators stipulated in the Tender Documents;

24.1.2 In accordance with the contractual requirements the Tenderer has failed to allocate sufficient resources to perform any of the Services.

24.2 Where the Authorised Officer pursuant to Condition 24.1 decides to engage a substitute agency he shall notify the Tenderer in respect of the Tenderer failure under Condition 24.1 above and raise an Order to a substitute agency of his choice to carry out the relevant work until the Tenderer is able reasonably to satisfy the Authorised Officer of its ability to carry out that work in accordance with the Tender.

24.3 Without prejudice to the provisions of Condition 4.13 above where the Authorised Officer has served notice on the Tenderer in accordance with Condition 24.2 he may in respect of the relevant Services forthwith recover from the Tenderer any incremental costs, damages or expenses incurred by the Council by reason of the default of the Tenderer to comply with the requirements referred to in this Condition 24 together with any costs and expenses incurred by the Council in excess of the sums that would have been paid by the Council to the Tenderer under the terms of this Contract for a period of 3 months.

25. Defaults

25.1 Without prejudice to anything to the contrary contained herein, if at any time following three months after the Commencement Date either Party is in breach of any part of this Contract, then without prejudice to any rights or remedies available to either Party, the innocent Party may issue a Default Notice and in the event of the innocent Party demonstrating to the Party in default that the innocent Party has incurred any losses, costs, expenses or damages as a consequence thereof, the Parties shall agree the quantum of such losses, costs, expenses and damages and the Party in default undertakes to pay the agreed quantum to the innocent Party within 14 days of receipt of an invoice for the same.

25.2 In the event of a failure to agree to the said quantum of losses, costs, expenses or damages, the Parties will invoke the dispute resolution procedure contained at Condition 26 of this Agreement.

26. DISPUTE RESOLUTION

26.4 Nothing in this Contract shall prevent either the Council or The Tenderer at any time from seeking any interim or interlocutory relief from the Court.

26.5 Without prejudice to Condition 17 (Variation of Services), until the time that a dispute between the Tenderer and the Council is resolved the Tenderer shall continue to perform the Services and be paid by the Council in accordance with this Contract.

27. HEALTH AND SAFETY

27.1 The Tenderer shall in performing the Services require that all Temporary Workers supplied by Panel Vendors, its personnel and any Panel Vendors, or any other person acting on behalf of the Tenderer comply with all statutory and other legal requirements in relation to the safety and health of its employees, of Panel Vendors, of any other persons in or near the Locations and of the members of the public. The Tenderer shall in particular comply with all Legislation in the field of health and safety at work and in performance of the Services and generally perform the Services in accordance with the Tenderer's health and safety policy statements and the Tenderer's health and safety codes of practice, and shall ensure that such policies are held by Panel Vendor suppliers.

27.2 By reason of the Rehabilitation of Offenders Act 1974 (Exceptions) Order 1975, the provisions of Section No 4(2) and Paragraph (b) of Section No 4(3) of the Rehabilitation of Offenders Act 1974, do not apply to persons whose deployment if concerned with the provision of health services and which would enable such persons to have access to patients in the course of their normal duties, and accordingly, the Tenderer shall require Panel Vendors to question any person proposed to be deployed or seeking to be deployed by the Panel Vendor in and about deployment to have access to patients concerning his or her previous convictions for offences or any description, and shall not without approval of the Council employ any such person who discloses any previous conviction or convictions.

27.3 The Authorised Officer shall be empowered to suspend the provision of the Services in the event of non-compliance by the Tenderer with the health and safety requirements of the Contract. The Tenderer shall not resume provision of the Services until the Authorised Officer is satisfied that the non-compliance has been rectified.

27.4 No payment will be made for any part of the Services omitted as result of a cessation of the Services required by the Council due to breach of any health and safety requirement and neither will any additional payment be made for steps which the Authorised Officer requires the Tenderer to take to remedy the breach of the health and safety requirement.

27.5 The Tenderer shall require each Panel Vendor to:

28. COMPLIANCE

The Tenderer undertakes it will comply and will require Panel Vendors to comply in all respects with all Legislation (including but not limited to):

Code of Conduct Regulations for Employment Agencies and Employment Businesses 1976

Employment's Right Act 1996

Employment Agencies Act 1973 (or as amended from time to time)

The Employment Rights Act 1999

Working Time Regulations 1998

Maternity and Parental Leave, Part-Time Workers Regulations

Human Rights Act 1998

Fixed Term Contract Directive

Asylum and Immigration Appeals Act 1993

Asylum and Immigration Act 1996

Immigration and Asylum Act 1999

Alien's Employment Act 1955

British Nationality Acts 1948-1981

Immigration Acts 1971-1988

Immigration (Carrier's Liability) Act 1987

Immigration Rules and Codes of Practice

Care and Standards Act 2000

The Bichard Recommendations

The Age Discrimination Regulation 2006

and all future legislation that may be applicable throughout the Contract Period.

29. UNLAWFUL DISCRIMINATION AND EQUAL OPPORTUNITIES

29.1 In the performance of the Services the Tenderer shall comply and shall require that all Panel Vendors, their Temporary Workers, employees, and agents comply with the best professional practice in relation to equal opportunities in particular (but not limited to) all relevant Legislation (including the Sex Discrimination Acts 1975 and 1986, the Race Relations Act 1976, the Race Relations (Amendment) Act 2000 and the Disability Discrimination Act 1995) as well as statutory and other official guidance and codes of practice.

29.2 The Tenderer acknowledges that the Council has a general duty under the Race Relations (Amendment) Act 2000 (“the Act”) to have due regard to the need to eliminate unlawful discrimination and promote equality of opportunity and good race relations in carrying out their functions.

29.3 The Tenderer shall be considered to have the same obligations as the Council under the Act when providing the Services under this Agreement. The Tenderer shall comply with and shall require Panel Vendors to comply with the general duty under the Act as set out in Condition 29.2 above and any Codes of Practice issued by the Commission for Racial Equality including (but not limited to) the Code of Practice for the Elimination of Racial Discrimination and the Promotion of Equality of Opportunity in Employment. The Tenderer shall be considered to be in breach of this Condition in the event of any non-compliance with the Act and any Codes of Practice.

29.4 The Tenderer shall adopt the Council's own equal opportunities policies and procedures (as the same may be adopted and amended from time to time as notified to the Tenderer) to comply with the statutory requirements of the Act and accordingly shall not, when employing persons for the purposes of performing the Services, discriminate on the grounds of race, whether directly, indirectly or by victimisation.

29.5 The Tenderer shall indemnify the Council in respect of any costs and legal expenses incurred in defending any action brought by the Commission of Racial Equality and/or any third party against the Council for non-compliance with the Act and/or any Codes of Practice as a result of the breach of this Condition by the Tenderer.

29.6 The Tenderer shall, at the request of the Authorised Officer, provide for the Council a suitable breakdown of the workforce by race and grade as the Authorised Officer may reasonably require in order to be satisfied as to the Tenderer compliance with these Conditions 29.2 to 29.4.

29.7 The Tenderer shall require Panel Vendors to monitor the representation of the Temporary Workers supplied of different racial groups (meaning groups of persons defined be reference to colour, race, nationality, ethnic or national origins) and further undertakes to report to the Council the results of such monitoring at the Council's request. If it appears to the Tenderer or the Council that a particular racial group is under-represented in the workforce as a whole or in a particular area of work in the workforce, the Tenderer shall take such action as the Council may consider to be reasonably necessary to ensure that Panel Vendors remedy the said lack of representation and encourage members of particular racial groups to apply for jobs or take up training opportunities, wherever possible.

29.8 The Tenderer shall inform the Council as soon as it becomes aware of any legal proceedings (whether civil or criminal) brought against the Tenderer under Race Relations legislation or of any judgements, awards, convictions (not spent or exempted under the Rehabilitation of Offenders Act 1974), or settlements arising there from, and shall provide the Authorised Officer with such further information and documentation as may be required in relation thereto.

30. THE TENDERER WARRANTIES AND LIABILITIES

30.1 The Tenderer from the date hereof and throughout the Contract Period warrants, represents and undertakes to the Council as follows:

30.1.1 it has in all respects complied with every requirement in the Tender Documents (where applicable);

30.1.2 it has made its own investigations and research and has satisfied itself in respect of all matters relating to the Contract including the Tender and these Conditions and it is not contracting with Council in reliance upon any information, representations or assumptions (whether made orally, in writing or otherwise) which may have been made by the Council except those contained in the Invitation to Tender (if applicable) and this Contract;

30.1.3 all information, representations and other matters of fact communicated (whether in writing or otherwise) to the Council by the Tenderer in connection with or arising out of the Tender are true, complete and accurate in all respects;

30.1.4 it has full power and authority to enter into the Contract and thereafter to perform the Services;

30.1.5 it is of sound financial standing and the Tenderer is not aware of any circumstances (other than such circumstances as expressly disclosed in writing by the Tenderer to the Council), which may adversely affect any financial standing in the future;

30.1.6 it has made arrangements to ensure that it will have sufficient working capital, skilled staff, equipment, machinery and other resources available to it in order to carry out the Services in accordance with the Tender;

30.1.7 it has or has made arrangements to ensure that it will obtain all necessary consents, licences and permissions to enable it to carry out the Services and will throughout the Contract Period obtain and maintain all further and other necessary consents, licences and permissions to enable it to carry out the Services; and

30.1.8 it will perform all of the Services in accordance with the Tender with due skill, care and diligence and within the times stated in the Tender;

30.1.9 it shall enter into agreements with Panel Vendors to supply Temporary Workers. The Panel Vendors shall, save to the extent the Council, it's employees or agents cause or contribute to the same, be required to indemnify the Council, its officers, employees and agents against all liabilities, damages, costs, losses, claims, demands and proceedings arising directly from the Panel Vendors negligence or breach of the Panel Vendor Agreement.

30.2 The Tenderer shall, save to the extent, its employees or agents cause or contribute to the same be liable for and shall fully and promptly indemnify and hold harmless the Council, its officers, employees and agents against all liabilities, damages, costs, losses, claims, demands and proceedings incurred or suffered arising, directly, out of a breach of the Tenderer obligations under the Contract in respect of:

30.2.1any claims, demands or proceedings brought against the Council by any third party by reason directly of any default or breach by the Tenderer of any provision of the Contract other than one for which a remedy is provided under any other provision of these Conditions or any additional conditions agreed in writing between the Parties;

30.2.2any fraudulent or negligent act or omission by The Tenderer (including, without limitation, any misappropriation of monies properly due to the Council);

30.2.3any liability of the Council to pay compensation to a Temporary Worker arising out of the Tenderer default in respect of failure to perform the Services in accordance with the Contract; and

30.2.4 any failure by the Tenderer to perform the Services in accordance with all and any terms of the Contract (including but not limited to the Tender).

30.3 The Tenderer liability to the Council under Condition 30.2 shall be without prejudice to any other right or remedy available to the Council and in particular (but without limitation) shall not prejudice in any way the Council's right to enforce at any time and in any manner whatsoever the Guarantee as appropriate.

30.4 Except as provided by this Contract, the Council shall not under any circumstances be liable to the Tenderer whether in contract, tort or otherwise, for any loss, damage or injury howsoever caused or arising out of, in the course of or in connection with the provision by the Tenderer of the Services or the access to or use of the Council's premises or facilities by the Tenderer or the Tenderer's personnel.

30.5 Condition 30.4 shall not apply in relation to:

30.5.1 any failure by the Council to make proper payment to the Tenderer for Services correctly rendered in accordance with the terms of the Contract; and

30.5.2 any deliberate or negligent act or omission of the Council or any of its employees giving rise to death or personal injury.

30.6 Notwithstanding anything to the contrary contained herein, the Tenderer accepts exclusive liability to pay to any Panel Vendor all sums which may become or are due as a result of the supply of the Services by the said Panel Vendor and the Tenderer undertakes that it will contract with the Panel Vendors of the Services on a back to back basis and on similar terms to those contained in this Contract (other than the Fees contained in the Schedule of Rates/Fees contained in Schedule 9). In addition to and notwithstanding the above, the Tenderer hereby agrees to indemnify and hold harmless the Council against any losses, costs, expenses, damages and liabilities it may incur to any third party supplier of Services, in circumstances where any such liability is caused by the acts, omissions or breach of this Contract by the Tenderer.

31. INSURANCE

31.1 The Tenderer shall at all times maintain in force comprehensive employers' liability and public liability insurance with reputable insurers or underwriters approved by the Council.

32. COPYRIGHT AND INTELLECTUAL PROPERTY

32.1 Subject to Condition 32.2 the Intellectual Property Rights in this Contract and all documents, records, data and other information produced by the Tenderer as part of the Services shall belong exclusively to the Council and the Tenderer shall not make or distribute to any third party any copies of this Contract or the documents, records, data and other information produced by it without the written consent of the Authorised Officer, which consent the Authorised Officer shall be absolutely entitled to withhold.

32.2 The Tenderer shall be entitled to make copies of the Contract where such copies are required to enable it to perform the Services.

32.3 Any and all Intellectual Property Rights developed under this Contract or arising from the provision of the Services by the Tenderer shall belong to the Council and the Tenderer agrees that it shall execute or cause to be executed (by authorised staff if necessary) all deeds, documents and acts required to vest such Intellectual Property Rights in the Council. Save that all pre-existing intellectual property rights to any information technology, introduced by the Tenderer in the performance of the obligations detailed herein shall vest in and remain the property of the Tenderer exclusively.

32.4 Any and all Intellectual Property Rights which may arise and/or be developed jointly as a consequence of the provision of the Services, including but not limited to any information technology (including software) used by either or both of the Parties for the implementation of this Contract shall vest in, become and remain the property of the Council.

32.5 The Tenderer shall indemnify the Council against any claims, liabilities, costs, losses, expenses, proceedings and damages arising directly out of any infringement or alleged infringement of any third party Intellectual Property Rights in connection with the provision of the Services arising as a result of the Tenderer' default.

32.6 Subject to Condition 32.7, The Tenderer shall notify the Council of and conduct any litigation arising from (including all negotiations in connection with) any claims, demands and actions in respect of any infringement or alleged infringement directly by the Tenderer of any Intellectual Property Rights. The Council shall at the request of the Tenderer, afford the Tenderer all reasonable assistance for the purpose of contesting any such claims, demands and actions. The Tenderer shall reimburse the Council for all costs and expenses (including, but not limited to legal costs and disbursements on a full indemnity basis) incurred in so doing.

32.7 If so requested by the Council, the Tenderer shall either:

32.7.1 take all such steps as may be necessary to avoid the infringement or the alleged infringement of any Intellectual Property Rights; or

32.7.2 procure such licence as may be necessary to continue the carrying out of the Services without infringement, on terms which are reasonably acceptable to the Council.

32.8 The Tenderer shall act as the bailee of any Service Data which may at any time be in the Tenderer's possession or under its control and shall store such Service Data safely and separately from any data not relating to the Services and in a manner which makes it readily identifiable as Service Data relating to each of the Services and the Tenderer shall at all times comply with the Data Protection Act 1998 and the Computer Misuse Act 1990 and shall give the Authorised Officer (and/or persons nominated by him) right of access to premises used by the Tenderer to monitor performance of the Services and compliance with the Legislation.

33. CONFIDENTIALITY and ANNOUNCEMENTS

33.1 Without prejudice to Condition 33.2, each Party shall both during the currency of the Contract and at all times following Termination keep private and confidential and shall not use or disclose (whether for its own benefit or that of any third party) save as provided by the Contract any confidential information about the business of or belonging to the other Party which has come to its attention as a result of or in connection with the Contract, in particular (but without prejudice to the generality of the foregoing) confidential information relating to the Services and the Fees payable hereunder PROVIDED ALWAYS THAT this obligation shall not relate to any such information which:

33.1.1 comes into the public domain or is subsequently disclosed to the public (other than through default on the part of that Party or any other person to whom that Party is permitted to disclose such information under the Contract); or

33.1.2 is required to be disclosed by law; or

33.1.3 was already in the possession of that Party (without restrictions as to its use) on the date of receipt.

33.2 The Council shall be entitled with the prior consent of the Tenderer to use or disclose any confidential information about:

33.2.1 The Tenderer or its business to any fellow agency, insofar as this may be reasonably necessary to the performance or provision by the fellow agency of any Services whatsoever for or to the Council and is subject to the consent of the Tenderer (such consent not to be unreasonably withheld or delayed); and

33.2.2 the content or operation of the Contract or the performance of the Services by the Tenderer or otherwise, insofar as this is reasonably necessary for the discharge of the Council's functions.

33.3 The Tenderer shall forthwith upon the request of the Council enter into a mutual confidentiality undertaking:

33.3.1 with such fellow agency of the Council; and

33.3.2 in such a reasonable form and in such a reasonable manner as the Council may in its discretion consider necessary, appropriate or conducive to the performance or provision by the Tenderer and any fellow agency of any Services whatsoever (including, without limitation, the Services) for or to the Council.

33.4 The Tenderer shall not make any public statement or issue any press release or publish any other public document relating to, connected with or arising out of the Contract or the matters contained therein without obtaining the Council's prior written approval as to the contents thereof and the manner of its presentation and publication.

33.5 The provisions of this Condition 33 shall apply to the Tenderer, its employees and the Temporary Workers; The Tenderer undertakes to require the Panel Vendors ensure all contracts with Temporary Workers provide as aforesaid.

In addition to and notwithstanding the above, The Tenderer undertakes that it will, as a condition precedent to appointment of any Temporary Worker, require that the Confidentiality Undertaking contained in Schedule 1 be signed by the Temporary Worker in favour of the Council and The Tenderer shallon request give the original Confidentiality Undertaking duly executed to the Council prior to use of the Temporary Worker's services.

34. TERMINATION

34.1 The Council shall be entitled upon the happening of any of the following events to terminate the Contract (“Termination”), without prejudice to any accrued rights or remedies under the Contract, forthwith by written notice having immediate effect:

34.2 Subject to anything to the contrary contained herein upon such Termination (in accordance with Clause 34.1) in addition to such consequences as are set out in the other provisions of these Conditions of Contract:

34.3 Notwithstanding anything to the contrary contained herein, the Council may terminate this Contract by giving 30 days notice in writing to the Tenderer in the event any grant [from Central Government] to fund the Services is withdrawn, reduced or delayed.

34.4 The rights of the Council under this Condition 34 are in addition to and without prejudice to any other rights the Council may have whether against the Tenderer directly or pursuant to any guarantee or indemnity.

Save that at all times the Council shall be under a duty to mitigate its losses.[Author ID2: at Wed May 2 16:15:00 2007 ]

35 [Author ID2: at Wed May 2 16:15:00 2007 ] ASSIGNMENT AND SUB-CONTRACTING

35.1 The Council shall with the consent of the Tenderer (not to be unreasonably withheld or delayed) be entitled to assign the benefit of the Contract or any part thereof and shall give reasonable written notice of any such assignment to the Tenderer.

35.2.1 assign the Contract or any part thereof or the benefit or advantage of the Contract or any part thereof;

35.2.2 sub-contract the provisions of the Services or any part thereof to any person without the previous written consent of the Authorised Officer which consent shall be at the absolute discretion of the Authorised Officer, save that the Authorised Officer shall have deemed to have given consent for the Tenderer to sub-contract with the Panel Vendors. This shall not relieve the Tenderer from any liability or obligation under the Contract, and The Tenderer shall be responsible for the acts, defaults or neglect of its employees in all respects as if they were the acts, defaults or neglect of the Tenderer itself. The Tenderer undertakes that all Panel Vendor Agreements entered into shall provide an express indemnity in favour of the Council in respect of any costs, losses or liabilities which may be incurred by the Council as a result of the acts, defaults or negligence of the Panel Vendors.

36. NOTICES

Notices under this Contract shall be given by sending them by pre-paid registered post, fax (with a confirmatory copy by post) or personal delivery to the other Party at its address set out in the description of the Parties or to such other address notified in writing to the sender. Notices sent by registered post shall be deemed to have been received 48 hours after sending (as evidenced by the sender's receipt), notices sent by fax shall be deemed to have been received on the first working day after sending (as shown by the timed print out on or with the sender's copy) and notices sent by personal delivery shall be deemed to have been received at the time delivery is acknowledged.

37. entire agreement

This Contract supersedes all prior agreements and arrangements of whatever nature and sets out the entire agreement and understanding between the Parties relating to the Services. Unless otherwise stated herein, this Contract applies in place of and prevails over any other terms, conditions and prior representations, whether contained in correspondence or implied by custom or law. Nothing in this Contract shall limit or otherwise exclude liability for fraudulent misrepresentative statements made by either Party.

38. WAIVER

38.1 Failure by either Party at any time or for any period to enforce any one or more of the provisions of the Contract or to require performance by the other Party of any of the provisions of the Contract shall not:

38.1.1 constitute or be construed as a waiver of any such provision or the right at any time subsequently to enforce all terms and conditions of the Contract; nor

38.1.2 affect the validity of the Contract or any part thereof or the right of the Council to enforce any provision in accordance with its terms.

39. FORCE MAJEURE

39.1 If a Force Majeure event arises on or following the date of this Contract (irrespective of the fact that this Contract may then be conditional) which directly causes the Tenderer to be materially unable to comply with any of its obligations hereunder, the Tenderer and the Council may agree such terms as are appropriate for the continued performance of the Contract. If no such terms are agreed within one month of the commencement of the said event, and such event is continuing or its consequence remains such that the Tenderer is materially unable to comply with its obligations, the Parties hereby agree that the Contract shall thereupon terminate, subject to the provisions of Condition 34 (Termination). Failure by the Tenderer to comply with its contractual obligations by reason of a Force Majeure event shall not constitute a breach of contract.

39.2 The events, which are to be classified as Force Majeure events shall include each of the following:

d) pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds; or

e) any circumstances beyond the reasonable control of either of the Parties.

40. FREEDOM OF INFORMATION

40.1 The Tenderer agrees to use all reasonable endeavours to assist the Council to comply with its obligations imposed under the 2000 Act including (without limitation):

40.1.1 where necessary to provide the Council with reasonable assistance in complying with any Request for Information served on the Council; and

40.1.2 to process Information provided to The Tenderer by the Council, in accordance with a records management system which complies with the Lord Chancellor's code of practice for the keeping and management of records under section 46 of the 2000 Act.

40.2 Insofar as the 2000 Act applies to The Tenderer (under section 5 of the 2000 Act or otherwise), The Tenderer shall:

40.2.1 comply with the 2000 Act and any associated legislation and codes of practice (including (without limitation) the Lord Chancellor's codes of practice issued under sections 45 and 46 of the 2000 Act); and

40.2.2 where the Tenderer receives a request to disclose Information to a third party under the 2000 Act, which relates to the Council and/or this Contract:

(a) inform the Council about the Request for Information and the nature of the Information being sought as soon as reasonably possible;

(b) consider and apply all lawful exemptions provided under the 2000 Act to withhold Information sought in terms of the Request for Information;

(c) consult with the Council prior to the disclosure of any such Information; and

(d) keep the Council informed about the Tenderer's progress in dealing with any Request for Information and where requested by the Council, provide the Council with copies of any correspondence and documents relating to the Request for Information.

40.3 Where the 2000 Act does not apply to the Tenderer (under section 5 of the 2000 Act or otherwise) and the Tenderer receives a Request for Information, The Tenderer shall:

40.3.1 promptly inform the Council about the receipt of the Request for Information; and

40.3.2 not disclose or release information in response to the Request for Information without first consulting with and obtaining the consent of the Council.

40.4 The Tenderer shall indemnify the Council against all claims and proceedings and all liabilities, losses, costs and expenses incurred in connection therewith by the Council as a result of any breach of this Condition 40 by The Tenderer, its employees, sub-contractors or agents.

40.5 In carrying out its obligations under this Condition 39, the Tenderer shall comply with the Council's Publication Scheme.

41. TUPE

41.1 The Parties believe that the terms and subject matter of the Contract do not amount to or deal with the transfer of an undertaking for the purposes of the European Acquired Rights Directive 77/187 ("the Directive") and/or the Transfer of Undertakings (Protection of Employment) Regulations 1981 ("the Regulations").

41.2 Accordingly it is not the intention of the Council or the Tenderer that any past or present employee of the Council employed to any extent in the provision of services related or similar to the Services will be employed by the Tenderer following the Commencement Date.

41.3 At any time during or up to 6 months after the expiration or termination of this Contract the Parties will provide to each other such information as may be reasonably required to comply with any relevant Legislation. Subject to the Data Protection Act 1998, the information to be provided in accordance with this Condition may include (but shall not be limited to):

(a) number of staff, including supervisory and administrative staff, employed by the Tenderer and any sub-Agency employed in the provision of the Services;

(b) the terms and conditions of employment of those staff; and

(c) any other information in relation to those staff as may reasonably be required by the Council under this Condition.

41.4 The Tenderer undertakes not to change the number of personnel or service delivery structure during the last three months of the Contract other than for bona fide economic or operational reasons related to delivery of the Services under the Contract.

41.5 The Tenderer will indemnify and keep indemnified the Council from and against any reasonably incurred costs, direct claims, liabilities and expenses (including legal expenses) suffered or incurred by the Council in relation to any employees of the Tenderer at the date of the termination of this Contract which relate to or arise out of any act or omission by the Tenderer prior to the date of termination of this Contract (including, without prejudice to the generality of the foregoing), in relation to negligence claims, unfair dismissal, redundancy, unlawful discrimination, breach of contract, unlawful deduction of wages and equal pay) subject to the Council obtaining the Tenderer consent before the Council agrees to settle any such claims (such consent not to be unreasonably withheld).

41.6 The Tenderer will indemnify and keep indemnified the Council from and against any reasonably incurred costs, direct claims, liabilities and expenses (including legal expenses) suffered or incurred by the Council:

(a) as a result of the failure by the Tenderer to comply with the Tenderer obligations (if any) to provide information to the Council and to assist in consultation with the Council's employees and/or their appropriate representatives under the Regulations (other than to the extent that any failure by the Tenderer to do so was a direct consequence of default or omission by the Council (subject to such default or omission not having been caused or contributed to, whether in whole or in part, by the Tenderer);

(b) in respect of any change made by the Tenderer to the working conditions of any employees of the Council or other changes to terms and conditions of employment of any employees of the Council after the Commencement Date and up to the date of termination of this Contract (including, for the avoidance of doubt, claims in respect of constructive dismissal and breach of contract).

41.7 In addition to the provisions contained in the preceding Condition, the Parties agree that if during the Contract Period staffing levels are reduced exclusively as a consequence of redundancy of employees as aforesaid, the Council shall reimburse the Tenderer such amount of an employee's redundancy payments which have been properly incurred and are exclusively attributable to that employee's period of employment (if any) by the Council prior to the Commencement Date. The Tenderer accepts liability for all redundancy payments pertaining to the length of service of the relevant employee with the Tenderer.

41.8 On the basis that the Council have provided full and frank disclosure of all relevant matters, and without prejudice to any indemnity The Tenderer may be entitled to under this Contract, the Tenderer shall be deemed to have taken all such steps as may be reasonable to satisfy itself as to the correctness and sufficiency of the rates and prices which constitute the Contract Price and which shall (except in so far as is otherwise provided in the Contract) include all its obligations under the Contract.

41.9 It is agreed between the Parties that the Contract Price shall not be varied after the Contract comes into force on the ground that the relevant Legislation may or may not apply to the Contract.

42. RECRUITMENT AND SELECTION

42.1 The Tenderer shall ensure that there are clear written processes and procedures for the recruitment and selection of Temporary Workers, which meets all the requirements of legislation and employment law including that, which is related to equal opportunities and anti-discriminatory practice.

42.2 All Temporary Workers supplied to the Council must be able to demonstrate their competence and skills to meet individual Council needs.

42.3 All potential Temporary Workers are required to complete an application form that meets the requirements of legislation and provides a detailed employment history.

42.4 Individual face-to-face selection interviews are undertaken on premises that are secure and private for all Temporary Workers.

42.5 The Tenderer must have in place an active Human Resources policy that ensures a sufficient level of appropriate numbers of temporary workers to meet the requirements of the Council.

43. TEMPORARY WORKER CHECKS

43.1 The Council shall ensure that pre and post employment checks are carried out in accordance with Schedule 10. The Council shall regularly monitor that these checks are carried out.

44. INFORMATION

44.1 The Tenderer undertakes that it will require Panel Vendors to keep the following records in respect of each Temporary Worker supplied or to be supplied by the Panel Vendors:

44.1.1 full name and address;

44.1.2 verified personal identification (birth certificate or passport) and recent photograph;

44.1.3 Wherever reasonably possible with their best endeavours signed references identifying the most recent employer and at least two of the Temporary Worker's references, one of which shall be the most recent employer on a copy of the headed note paper of that employer which shall be satisfactory and refer to employment undertaken in the 6 month period prior to assignment with the Council;

44.1.4 full Curriculum Vitae or employment history and evidence of all relevant training undertaken;

44.1.5 verified copies of certificates of qualification and evidence of membership of professional bodies where appropriate;

44.1.6 record of any formal interview to a consistent and adequate procedure;

44.1.7 details of next of kin, together with an emergency contact telephone number;

44.1.8 a copy of the Temporary Worker's immigration status, if appropriate (see Home Office guidance on Prevention of Illegal Working);

44.1.9 a copy of the driving licence if necessary for the duties to be carried out;

44.1.10 details of any spent and unspent convictions, subject to the Rehabilitation of Offenders Act (1974) Exemption Order 1975.

45. LAW AND JURISDICTION

The Contract shall be governed by and construed in accordance with the Laws of England and the Parties submit to the exclusive jurisdiction of the English courts.

46. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

Unless expressly stated nothing in this Contract or any agreement referred to herein will create rights pursuant to the Contracts (Rights of Third Parties) Act 1999 in favour of anyone other than the Parties to this Contract.

IN WITNESS whereof this Contract has been executed as a Deed by each of the Parties in accordance with their respective constitutions on the day and year above written

THE COMMON SEAL OF

THE MAYOR AND BURGESSES OF

THE LONDON BOROUGH OF Waltham Forest

was hereunto affixed by order

……………………………………………….

SCHEDULE 1

CONFIDENTIALITY UNDERTAKING

CONFIDENTIALITY UNDERTAKING

CONFIDENTIALITY AGREEMENT

Agency Worker Confidentiality Agreement

To The London Borough of Waltham Forest

1. In return for The London Borough of Waltham Forest providing information to me in the course of my assignment as an Agency Worker with The London Borough of Waltham Forest I promise to do the following in relation to the information given to me or obtained by me in the course of such placement (“the Information”):

I promise to hold the Information in the strictest confidence, and to ensure that it is kept in a safe and secure place when not in use. I acknowledge that no Information is to be removed from Client premises without the permission of the Client;

I promise to use the Information only for the purpose of the work for which I have been given such Information;

I promise not to disclose it to any third party or to copy the Information except as may be required in the course of my duties;

2. I agree that any breach of this undertaking by me or any third party to whom I release the Information may result in legal proceedings being commenced against me including a claim for the recovery of any losses or damages incurred by the Client as a result of that breach.

Signed by …………………………………………………..

Print Name ………………………………………………..

Dated:…………………………………………… ……….

SCHEDULE 2

Deed of Parent Company Guarantee

DEED OF PARENT COMPANY GUARANTEE

This performance/parent company guarantee is made this
day of 2006 Between of Address ("the Council") and The Corporate Services Group Plc whose registered office is situated at 800 The Boulevard Capability Green Luton LU1 3BA ("the Guarantor")

WHEREAS:-

(1) The Corporate Services Group Plc is the ultimate holding company of Comensura ("the Contractor") is;

(2) This Performance Guarantee is supplemental to a Contract (“the Contract”) with the Council dated 8^th May 2007 whereby the Contractor has agreed to carry out provision of temporary staffing services for the Council more particularly described therein; and

(3) The Guarantor has agreed that they will guarantee the due and proper performance of the Contract, including any obligations duties undertakings covenants and conditions, including any variations and additions agreed by the parties from time to time, upon the terms and conditions of this Performance Guarantee.

NOW IT IS HEREBY AGREED AS FOLLOWS:-

"Insolvency Event" means each of the following:-

(a) the issue of a petition for winding-up which petition is not dismissed within twenty-eight (28) calendar days of its issue;

(b) the making of an order or an effective resolution being passed for winding up except for the purpose of a solvent reconstruction or amalgamation on a basis previously approved by Comensura or the Council (as appropriate) in writing (such approval not to be unreasonably withheld or delayed);

(c) the making of an order for the appointment of an administrative receiver, administrator, trustee or similar officer;

(d) an encumbrancer, receiver (including an administrative receiver) or other similar officer taking possession of the whole or any part (which is material in the context of the performance of the affected person's obligations under this Agreement) of such person's undertaking, property or assets;

(e) the making of a composition with creditors generally; or

(f) being unable to pay debts as they fall due within the meaning of section 123 Insolvency Act 1986;

1. The Guarantor hereby guarantees the payment of any monies properly due to the Council by the Contractor under the Contract made between the Council and the Contractor where either (a) an Insolvency Event has occurred; or (b) where the Contractor is in breach of Contract having failed to carry out, observe or perform all or any of the said obligations duties undertakings covenants and conditions under the Contract (unless relieved from the performance of any part of the Contract by statue or by the decision of a court or tribunal of competent jurisdiction) and Council is unable to recover the same from the Contractor and the Contractor does not dispute that the monies are owing.

4. This Guarantee shall remain in full force and effect until the date of delivery to the Guarantor written confirmation from the Council's Authorised Officer that the Performance Guarantee is released and discharged or until the expiry of the termination of the Contract whichever is the sooner.

IN WITNESS whereof the Guarantor executed and delivered this Performance Guarantee as a Deed this day of 2007

EXECUTED AS A DEED by of The Corporate Services Group Plc in the presence of:

Director ......................................................... Name ………………………………

Director ........................................................ Name ……………………………….

DATED 2007

EXECUTED AS A DEED by

DATED            2007

Schedule 3 - Details of your IT system and how it inter-operates with SAP

Schedule 4 - Details of how you propose to implement the contract

Schedule 5 - Service Level Agreement to be used with tiered agencies

SERVICE LEVEL AGREEMENT

5.1 Where a permanent vacancy has been advertised externally and a competitive  recruitment process undertaken in line with the Customer's equal opportunities policy,  no temp to perm fees whatsoever are payable.

5.2 Save where clause 5.1 shall apply, Comensura shall pay to the Panel Vendor the temp to perm fees set out in clause 5.4 where, within the duration of the Assignment or the Relevant Period, the Temporary Worker is engaged or employed directly by either the Customer, Comensura or any third party to whom the Customer has introduced the Temporary Worker to undertake work outside of the scope of the Agreement.  The temp to perm fees set out in clause 5.4 shall not apply where the Temporary Worker transfers to another employment business/agency due to any default by the Panel Vendor.

5.3 As an alternative to paying the temp to perm fee the Comensura may notify the Panel Vendor that it wishes to retain the Temporary Worker for an extended period of hire. such extended period of hire shall equate to the difference between the number of weeks spent on Assignment. During the extended period of hire the Panel Vendor shall supply the Temporary Worker  to Comensura on terms no less favourable than prior to the commencement of the extended period of hire and at the end of the period the Temporary Worker shall transfer free of charge.

5.4 The temp to perm fees shall be as follows and shall be calculated as a percentage of the Temporary Worker's projected remuneration gross remuneration which would be paid for the first year of work with the Customer:

For all categories of Temporary Workers

Time Sheets

Time Sheet Queries

11.1 Comensura will undertake an audit every quarter or as it deems necessary at its sole discretion.

11.2 The audit may encompass files/records of Temporary Workers supplied to the Customer, evidence of documentation including insurance certificates, as well as evidence of compliance with the contractual/service level agreement agreed with the Panel Vendor and may be conducted in person or electronically.

11.3 Files selected will be audited against contractual and service level requirements, order requirements cards and order skills/competencies.

11.4 It is the responsibility of the Vendor to procure the relevant consents from the Temporary Worker to allow their personal data to be provided to Comensura and the Customer.

12.1 The Panel Vendor will be measured every month using a balance scorecard.

12.2 The results of the balance scorecard will be used to determine which tier the Panel Vendor occupies and as a consequence when they receive Orders from Comensura.

13. ORIENTATION

Upon the request of Comensura, the Panel Vendor shall ensure that all Temporary Workers assigned to the Customer attend applicable orientation meetings regarding policies, procedures and expectations of the Customer relating to the work or services to be provided by such Temporary Workers. Panel Vendor shall require that all Temporary Workers assigned to the Customer execute all documents required by Comensura prior to such Temporary Worker beginning any Assignment for the Customer.

Schedule 6 - Panel Vendors Agreement -

800 The Boulevard

Capability Green

Luton LU1 3BA

Tel: +44 (0)1582 692 692

Fax: +44 (0)1582 698 130

PANEL VENDOR AGREEMENT

DATE: 26 October 2006

PARTIES:

(1) Panel Vendor (registered number []), whose registered office is at [] (the "Panel Vendor"); and

(2) COMENSURA LIMITED (registered number 04085767) whose registered office is at 800 The Boulevard, Capability Green, Luton, LU1 3BA ("Comensura").

BACKGROUND:

(A) The Customer and Comensura have agreed that Comensura will manage the supply of Temporary Workers to the Customer.

(B) Comensura wishes to use the Panel Vendor from time to time to provide Temporary Workers to the Customer under the terms and conditions of the Agreement.

(C) The Panel Vendor wishes to supply Temporary Workers from time to time to the Customer under the terms and conditions of the Agreement.

IT IS NOW AGREED AS FOLLOWS:

1.0 DEFINITIONS AND INTERPRETATION

1.1 Defined Terms

In this Agreement, the following words and expressions have the following meanings, unless the context otherwise requires:

“Agency Rate Agreement” means the agreement provided by Comensura to the Panel Vendor and signed by the Panel Vendor setting forth the Service Charges;

“Agreement” means the terms and condition attached below and all attached Schedules.

"Applicable Legislation" means any legislation, regulation, decision or authorisation having the force of law from time to time in any Relevant Jurisdiction in relation to matters dealt with by this Agreement;

"Assignment" means each specified period during which a Temporary Worker is engaged by a Panel Vendor to render work and/or services to the Customer.

"Associated Company" means with respect to a party, a subsidiary or holding company of such subsidiary and/or any subsidiary of such holding company (as each is defined in section 736 Companies Act 1985, as amended);

"Commencement Date" means the date of this Agreement;

“Customer” means the London Borough of Waltham Forest to whom Comensura is providing services under a Managed Services Agreement.

"Employment Regulations" means the regulations or legislation in the Relevant Jurisdiction implementing the provisions of EC Directive No. 77/187, dated 14 February 1977 including, in relation to the United Kingdom, the Transfer of Undertakings (Protection of Employment) Regulations 1981, as amended from time to time and, in relation to any other Relevant Jurisdiction, the relevant regulations or legislation in force from time to time;

"Insolvency Event" means each of the following:

(a) the issue of a petition for winding-up which petition is not dismissed within twenty-eight (28) days of its issue;

(b) the making of an order or an effective resolution being passed for winding up except for the purpose of a solvent reconstruction or amalgamation on a basis previously approved by Comensura in writing (such approval not to be unreasonably withheld or delayed);

(c) the making of an order for the appointment of an administrative receiver, administrator, trustee or similar officer;

(d) an encumbrancer, receiver (including an administrative receiver) or other similar officer taking possession of the whole or any part (which is material in the context of the performance of the affected person's obligations under this Agreement) of such person's undertaking, property or assets;

(e) the making of a composition with creditors generally; or

(f) being unable to pay debts as they fall due within the meaning of section 123 Insolvency Act 1986;

"Intellectual Property Rights" means all intellectual property rights, including patents, utility models, trade and service marks, trade names, domain names, rights in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how, in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, rights to receive equitable remuneration in respect of any of these and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world, in each case for the full term thereof including all renewals and extensions.

“Managed Service Agreement” means the agreement between Comensura and the Customer.

"Order" means a request from the Comensura to the Panel Vendor for a Temporary Worker in accordance with Clause 2 and Schedule 1;

"Relevant Jurisdiction" means any jurisdiction in which the Customer requests Temporary Workers to be made available under this Agreement;

“Relevant Period” means 14 weeks from the commencement of the first assignment of the Temporary Worker with the Customer (or any subsequent Assignment commencing at least 42 days after the end of any previous Assignment of the Worker with the Customer) or 8 weeks from the day after the end of the last assignment of the Temporary Worker with the Customer, whichever is the later;

“Self-billing” means the creation of a VAT invoice by Comensura for amounts due by Comensura to the Panel Vendor;

“Self-Billing Agreement” means the self billing agreement provided by Comensura to the Panel Vendor and signed by the Panel Vendor;

"Service Charges" means the charges payable by Comensura for the Services, calculated in accordance with the Agency Rate Agreement;

"Services" means the supply of Temporary Workers by the Panel Vendors to the Customer under this Agreement;

"Temporary Worker" means any person introduced by a Panel Vendor under this Agreement to the Customer to work for the Customer on a temporary basis;

"Third Party Rights Act" means the Contracts (Rights of Third Parties) Act 1999.

"Work Product" means the product of the Temporary Worker's services during an Assignment to the Customer either alone or with others including all documentation, graphics, data, reports and all other written materials or computer output produced by a Temporary Worker during an Assignment to the Customer;

1.2 Interpretation

In this Agreement, unless the context requires otherwise, any reference to:

a party or the parties is to a party or the parties (as the case may be) to this Agreement;

the Background is to the relevant statement about the background to this Agreement made above, any reference to a Clause or a Schedule or an Appendix is to a clause of or a schedule to or an appendix of this Agreement (as the case may be) and references made in a Schedule to Paragraphs are to paragraphs of that Schedule;

"this Agreement" includes the Background, the Schedules and the Appendices and any other documents referenced herein which form part of this Agreement for all purposes;

a statute or statutory provision includes any consolidation, re-enactment, modification or replacement of the same, any statute or statutory provision of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time;

the masculine, feminine or neuter gender respectively includes the other genders and any reference to the singular includes the plural (and vice versa);

a person includes a firm, corporation and unincorporated association, government, state or agency of state, any association or partnership or joint venture (whether or not having a separate legal personality);

writing shall include any modes of reproducing words in a legible and non transitory form but shall exclude electronic mail save where expressly agreed otherwise by the parties;

clause headings are inserted for convenience only and neither the headings nor punctuation (which is included as an aid to reading) shall affect the interpretation and/or construction of this Agreement;

references to any statute or statutory provision including any consolidation or re-enactment, modification or replacement of the same;

the parties agree and acknowledge that the rule of construction known as the contra proferentem rule does not apply to this agreement and shall not be used to interpret all or any Clauses or their meanings; and

for the purposes of this Agreement, the Panel Vendor will be providing the Services as an Employment Business as defined in the Conduct of Employment Agency and Employment Business Regulations 2003.

1.3 No Restrictive Interpretation

In this Agreement words shall not be given a restrictive interpretation by reason of their being preceded or followed by words indicating a particular class of acts, matters or things.

2.0 the services

2.1 In accordance with Schedule 1, Comensura may submit from time to time Orders for Temporary Workers and the Panel Vendor shall use all reasonable endeavours to fill such Orders.

2.2 For the avoidance of doubt, Comensura shall not be obliged to submit Orders to the Panel Vendor and does not guarantee the Panel Vendor any level of business.

2.3 The Panel Vendor will undertake it's obligations as set out in these Conditions in accordance with best industry practice, all Applicable Legislation and with the care, diligence, skill and judgement appropriate to its status as a provider of Temporary Workers.

3.0 TERM OF AGREEMENT

This Agreement shall commence on the Commencement Date and shall remain in full force and effect until terminated in accordance with the Agreement or until the expiry or termination of the Managed Service Agreement, whichever is the sooner.

4.0 SERVICE CHARGES AND PAYMENT TERMS

4.1 In consideration of the Panel Vendor providing the Services, in accordance with the Agreement, Comensura shall pay to the Panel Vendor the Service Charges.

4.2 Comensura will pay the Panel Vendor within thirty (30) days of the authorisation of a timesheet in accordance with the Schedules or on receipt of payment by the Customer, whichever is the later. Where any monies are properly due to Comensura by the Customer and remain outstanding, Comensura confirms it shall take all reasonable steps as it deems necessary to recover such monies in order to make payment to the Panel Vendor.

4.3 Comensura shall submit weekly in arrears a valid self-billed VAT invoice to the Panel Vendor in respect of payment for the Services in accordance with the Agreement.

4.4 For the avoidance of doubt the terms of this Agreement, including but not limited to the Service Charges and Introduction Fees as set out in Schedule 1, Clause 5, shall apply to all Temporary Workers supplied to the Customer by the Panel Vendor whether introduced prior to the Commencement Date or afterwards.

4.5 The Panel Vendor agrees and acknowledges that Comensura shall be under no obligation to facilitate the payment of any monies in respect of Orders where the Customer and/or the Panel Vendor have fulfilled the same outside of the Comensura system.

4.6 The Panel Vendor agrees to raise any queries on rates or invoicing within seven (7) days of the receipt of a Self-billing invoice. Neither Comensura or the Customer shall be under any obligation to review and/or adjust Service Charges or invoices after the expiry of this period.

5.0 THE PANEL VENDOR'S obligations

5.1 The Panel Vendor shall comply with all reasonable instructions of Comensura or the Customer in relation to the Temporary Workers' access to the Customer's premises at all times during an Assignment, including but not limited to instructions about ID cards, swipe cards or security measures.

5.2 The Panel Vendor shall provide to each Temporary Worker a copy of the Customer's rules of conduct and health and safety policies and procedures (including any amendments in force from time to time) where it is provided with the same.

5.3 The Panel Vendors shall immediately inform Comensura where it becomes aware of any accident which has occurred during an Assignment involving any of the Temporary Workers and shall ensure that an accident report for the same, in such format as the Customer may from time to time require, is completed promptly in respect of each such accident.

5.4 The Panel Vendors shall perform all interviews, curricula vitae verification, testing and/or background checks as specified by Comensura in respect of each Temporary Worker proposed to be assigned to the Customer.

5.5 At any time, upon the reasonable request of Comensura or the Customer and where there are reasonable grounds for termination the Panel Vendor shall remove any Temporary Worker assigned to the Customer and, upon the request of Comensura the Panel Vendor shall use best endeavours to arrange for the provision of a replacement Temporary Worker at no extra cost. The Panel Vendor shall indemnify Comensura and the Customer for any claims, loss or damages made by the Temporary Worker as a result of such removal. Where the request is made within the first four (4) hours of commencement of an Assignment Comensura will not be charged for those hours worked.

5.6 The Panel Vendor shall ensure all Temporary Workers assigned to the Customer are eligible to work legally in the Relevant Jurisdiction. In the event that a Temporary Worker is found to be ineligible to work in a Relevant Jurisdiction, then upon the Panel Vendor becoming aware of such ineligibility, the Panel Vendor shall cause the immediate termination of such Temporary Worker and shall where necessary arrange for the provision of a replacement Temporary Worker within a reasonable time thereafter. The Panel Vendor shall indemnify Comensura and the Customer for any claims, loss or damages made by the Temporary Worker as a result of such termination.

5.7 The Panel Vendor shall provide Comensura with all reports and information as reasonable requested by Comensura from time to time.

5.8 The Panel Vendor shall supply to each Temporary Worker any information disclosed by the Comensura to the Panel Vendor under its obligations set out in Clause 6.0.

5.9 The Panel Vendor shall require that:-

5.9.2 on termination of any Assignment, on the date of such termination all security passes, instruction manuals, information and any other property of the Customer or Comensura supplied by or on behalf of the Customer or Comensura to each Temporary Worker are returned to the Comensura .

5.10 The Panel Vendor shall allow Comensura access to all information in any format at any time which relates to the Services including financial records and Temporary Worker personnel records in order to audit the Panel Vendor as necessary. The Panel Vendor shall ensure that any permissions necessary to do this are procured from the Temporary Workers.

6.0 COMENSURA'S OBLIGATIONS

6.1 Where made available by the Customer, Comensura shall provide the Panel Vendor with a copy of the Customer's rules of conduct and health and safety policies and procedures (including any amendments in force from time to time).

6.2 Comensura shall designate the individuals at Comensura or the Customer with whom the Panel Vendor and/or the Temporary Workers should communicate (as necessary in each Order) with respect to the Panel Vendor's performance of the Services and with respect to the Temporary Workers' performance of the Assignments.

6.3 Where provided with the same by the Customer, Comensura shall give the Panel Vendors full details of:

6.3.1 the intended duties of the Temporary Worker;

6.3.2 any special skills which it requires the Temporary Worker to have including any experience, training, qualifications or authorisations including those required by a professional body or by law;

6.3.3 any risks to health and safety known to the Customer and any steps that may have been taken to prevent or control such risks;

6.3.4 any specific health and safety information which the Customer wishes to be passed on to the Temporary Worker.

6.4 Comensura warrants it has secured written confirmation from the Customer that the Customer shall provide on behalf of the Panel Vendor sufficient supervision, direction and control over the Temporary Worker throughout the Assignment and that it will discharge responsibility for the health and safety of each Temporary Worker from the start of any Assignment.

7.0 confidential information and announcements

7.1 All information given by either party (the "Disclosing Party") to the other (the "Recipient") or otherwise obtained by the Recipient relating to the Disclosing Party's business or operations or of any person, firm, company or organisation associated with the Disclosing Party (except for information which is in or enters the public domain other than by breach of this Clause 8) shall be treated by the Recipient as confidential and not used other than for the benefit of the Disclosing Party, nor disclosed to third parties without the Disclosing Party's prior written consent except to the extent required by law or for the purposes of performing its obligations or enforcing its rights under this Agreement.

7.2 Clause 7.1 shall remain in full force and effect notwithstanding any termination of this Agreement.

7.3 No announcement concerning this Agreement shall be made by either party without the prior written consent of the other party.

8.0 INTELLECTUAL PROPERTY RIGHTS

The Panel Vendor acknowledges and agrees that the Customer shall own all Intellectual Property Rights in all Work Product. The Panel Vendor shall procure that each Temporary Worker shall irrevocably assign all Intellectual Property Rights worldwide in or relating to his Work Product to the Customer.

9.0 Employment Regulations

On the termination of this Agreement the parties hereby acknowledge that the Employment Regulations may apply to transfer some or all of the Temporary Workers and accordingly, the Panel Vendor shall where required consult with the representatives of a recognised trade union or elected employee representatives or any other body with jurisdiction in respect of any transfer of any of the Temporary Workers. Further, the Panel Vendor shall provide to Comensura any information required by Comensura or the Customer in respect of such a transfer.

10. Indemnities

10.1 The Panel Vendor shall be liable for, and shall indemnify Comensura and the Customer against any expense, liability, loss, claim or proceedings in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage is caused or contributed to by the acts, omissions or negligence of the Panel Vendor or by any breach by the Panel Vendor of any provisions of this Agreement including but not limited to failing to conduct the checks on the Temporary Workers as required under the Agreement or as would be deemed good practice in line with best industry standards.

10.2 The Panel Vendor shall be liable for, and shall indemnify Comensura and the Customer against any expense, liability, loss, claim or proceedings caused by a breach of any statutory or common law obligation by the Panel Vendor.

11.0 Insurance

11.1 The Panel Vendor shall take out and maintain Professional Indemnity insurance with minimum coverage of £2,000,000, Employer Liability Insurance with minimum coverage of £5,000,000 and Public Liability with minimum coverage of £2,000,000. Evidence of the same shall be produced on request by Comensura.

11.2 The Panel Vendor shall produce without delay at any time at the request of Comensura or the Customer, any such documentation, including Certificates, policy documents or confirmation of premiums, as Comensura or the Customer may reasonably require to evidence such policies as set out above.

12.0 Termination

12.1 Either party may terminate the Agreement at any time after the Commencement Date:

(i) by giving not less than ninety (90) days' written notice of termination to the other party.

(ii) by written notice if either party commits a material breach of this Agreement and fails to remedy such breach (if capable of remedy) within seven (7) days following receipt of written notice from the other party specifying the breach; or

(iii) by written notice if an Insolvency Event occurs in relation to the other party.

12.2 Comensura may terminate the Agreement immediately on the termination for any reason of it's Managed Services Agreement with the Customer.

12.3 Comensura at it's sole option may terminate this Agreement with immediate effect where it has cause to terminate any other Agreement held with the Panel Vendor or any of the Panel Vendor's Associated Companies.

12.4 Subject to 12.5 below, any such termination shall not prejudice or affect any rights or liabilities accrued prior to the date of termination.

12.5 Where Comensura terminates the Agreement in accordance with Clause 12.1 (ii) or (iii) above, it shall be entitled to transfer any Temporary Worker currently engaged on an Assignment to any other nominated Panel Vendor and the Panel Vendor agrees and acknowledges that it shall not be entitled to charge Comensura or the Customer any transfer fees or associated penalties whatsoever.

13.0 Force Majeure

Neither party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion. Subject to the affected party promptly notifying the other party in writing of the cause and the likely duration of the cause, the performance of the affected party's obligations, to the extent affected by the cause, shall be suspended during the period that the cause persists provided that if performance is not resumed within ninety (90) days after that notice the other party may by notice in writing terminate this Agreement.

14.0 Assignment and Sub-Contracting

Neither party may assign, sub-license, transfer or otherwise dispose of any of its rights, transfer or otherwise dispose of any of its obligations under this Agreement without the prior written consent of the other, which shall not be unreasonably withheld or delayed.

15.0 limitations of liability

15.1 Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall exclude, restrict or limit either party's liability for death or personal injury resulting from its negligence.

15.2 Notwithstanding 15.1 above, the parties liability to each other under or in connection with this Agreement or otherwise, whether arising under contract, tort, negligence, breach of statutory duty or otherwise shall not exceed the sum of £1,000,000 (one million pounds).

15.3 All warranties, representations, guarantees, conditions and terms, other than those expressly set out in this Agreement whether express or implied by statute, common law, trade usage or otherwise and whether written or oral are hereby expressly excluded by Comensura to the fullest extent permissible by law.

15.4 Neither party shall other than fraud or wilful default by that party, be liable for any claim by the other party for loss of profit or revenue, consequential, economic, special or indirect loss.

16.0 non-employment

Save for any other provision of this Agreement or as may be required under Applicable Legislation, the parties agree that no Temporary Worker shall be or become an employee of the Customer or Comensura for any purpose and that no Temporary Worker shall be entitled to exercise any rights, or seek any benefit, accruing to the regular employees of the Customer or Comensura.

17.0 rights of third parties

71.1 Comensura and the Panel Vendor expressly agree that the Panel Vendor Agreement shall be enforceable by the London Borough of Waltham Forest pursuant to s1(1)(a) of the Contracts (Rights of Third Parties) Act 1999.

 17.2 Subject to the Managed Service Agreement the parties reserve the right pursuant to s 2(3)(a) of the Act to rescind or vary this agreement without the consent of a Third Party.

18.0 JURISDICTION AND THIRD PARTY CLAIMS

A Panel Vendor may not take any steps to enforce all or any of its rights under this Agreement, unless it has first delivered to Comensura a written undertaking expressed to be irrevocable and for the sole benefit of Comensura to submit to the non-exclusive jurisdiction of the English courts to settle any disputes which may arise out of or in connection with this Agreement.

19.0 agreement

19.1 This Agreement constitutes the whole agreement between the parties and supersedes other prior promises, representations, undertakings or implications whether oral or in writing in relation to the subject matter of this Agreement and Comensura and the Panel Vendor hereby acknowledge that save as expressly provided in this Agreement has not been entered into in reliance upon any representation. The parties acknowledge and agree that the supply of any Temporary Worker to the Customer, including the continued supply of any Temporary Worker undertaking an existing Assignment for on behalf of the Customer, shall be subject to this Agreement.

19.2 Save as expressly provided in this Agreement, this Agreement may be varied only by agreement in writing between the parties in accordance with Clause 19.3 and no other act or omission by the Comensura or the Panel Vendor as the case may be shall be construed as an acceptance by that party of any other terms whatsoever.

19.3 No servant or agent of Comensura or the Panel Vendor has any authority to make any representation, give any warranty relating to the subject matter of this Agreement or agree to any variation of this Agreement unless such representation, warranty or variation is expressed in writing and signed on behalf of the Comensura and the Panel Vendor by a director or such other authorised person.

20.0 notices

20.1 All notices and other communications relating to this Agreement:

(i) shall be in English and in writing;

(ii) shall be delivered by hand or sent by post, facsimile electronic mail (email).

(iii) (subject to Clause 20.1(d)) shall be delivered or sent to the party concerned at the relevant address or number, as appropriate, and marked all as shown in Clause 20.2, subject to such amendments as may be notified from time to time in accordance with this Clause by the relevant party to the other party, except that no party may so notify an address outside England and Wales;

20.2 The initial details for the purposes of Clause 20.1 are:

Party: Comensura

Address: 800 the Boulevard Capability Green Luton LU1 3BA

Facsimile No: 01582 698130

Marked for the attention of: Julian Young

Party: The Panel Vendor

Address: []

Facsimile No: []

Marked for the attention of: []

20.3 A party may notify the other party to this Agreement of a change to its name, relevant addressee, address or facsimile number for the purposes of Clause 20.2 provided that (a) no party may notify an address outside England and Wales and (b) a notification shall only be effective on the date specified in the notification as the date on which the change is to take place, or, if no date is specified or the date specified is less than fifteen (15) business days after the date on which notice is given, the date falling fifteen (15) clear business days after notice of the change has been given.

21.0 TAXES INCLUDING VAT

Unless otherwise stated, each cost, fee, payment and charge payable by the Customer under or in relation to this Agreement is exclusive of any applicable value added tax (or any successor tax or equivalent local tax) which will be added and shall be payable by the Customer in accordance with the law applicable from time to time against receipt of an appropriate invoice.

22.0 invalidity

If all or any part of any provision of this Agreement shall be or become illegal, invalid or unenforceable in any respect, then the remainder of such provision and/or all other provisions of this Agreement shall remain valid and enforceable and the remaining liabilities of the parties under this Agreement shall not be affected or impaired.

23.0 Governing law and jurisdiction

23.1 This Agreement shall be governed by and construed in accordance with English Law.

23.2 The English Courts shall have sole and non-exclusive jurisdiction to determine all claims, actions, disputes and/or demands in connection with this Agreement.

23.3 The parties have shown their acceptance of the terms of this Agreement by executing it at the end of the Schedules.

24.0 freedom of information

24.1 The Panel Vendor shall fully co-operate with and assist Comensura or the Customer in complying with the Customer's obligations under the Freedom of Information Act 2000 (the ”FOI”). For the avoidance of doubt the Parties recognise that the FOI shall only apply where the Customer is a Public Authority, as defined by the FOI.

25.0 Data protection

25.1 For the purposes of this agreement, Comensura shall be the data processor and the Panel Vendor shall be the data controller. Comensura and the Panel Vendor shall ensure that they comply with all the obligations imposed on them by the Data Protection Act 1998 (“the Act”) and that neither of them nor any of their employees or agents shall do anything which breaches the provisions of the Act including any subsequent amendments and European Directives or regulations relating to the Act.

EXECUTION; This contract is entered into by and on behalf of the parties and is effective as of the Commencement Date;

SCHEDULE 1

SERVICE LEVEL AGREEMENT

5.1 Where a permanent vacancy has been advertised externally and a competitive  recruitment process undertaken in line with the Customer's equal opportunities policy,  no temp to perm fees whatsoever are payable.

5.2 Save where clause 5.1 shall apply, Comensura shall pay to the Panel Vendor the temp to perm fees set out in clause 5.4 where, within the duration of the Assignment or the Relevant Period, the Temporary Worker is engaged or employed directly by either the Customer, Comensura or any third party to whom the Customer has introduced the Temporary Worker to undertake work outside of the scope of the Agreement.  The temp to perm fees set out in clause 5.4 shall not apply where the Temporary Worker transfers to another employment business/agency due to any default by the Panel Vendor.

5.3 As an alternative to paying the temp to perm fee the Comensura may notify the Panel Vendor that it wishes to retain the Temporary Worker for an extended period of hire. such extended period of hire shall equate to the difference between the number of weeks spent on Assignment. During the extended period of hire the Panel Vendor shall supply the Temporary Worker  to Comensura on terms no less favourable than prior to the commencement of the extended period of hire and at the end of the period the Temporary Worker shall transfer free of charge.

5.4 The temp to perm fees shall be as follows and shall be calculated as a percentage of the Temporary Worker's projected remuneration gross remuneration which would be paid for the first year of work with the Customer:

For all categories of Temporary Workers

Time Sheets

Time Sheet Queries

11.1 Comensura will undertake an audit every quarter or as it deems necessary at its sole discretion.

11.2 The audit may encompass files/records of Temporary Workers supplied to the Customer, evidence of documentation including insurance certificates, as well as evidence of compliance with the contractual/service level agreement agreed with the Panel Vendor and may be conducted in person or electronically.

11.3 Files selected will be audited against contractual and service level requirements, order requirements cards and order skills/competencies.

11.4 It is the responsibility of the Vendor to procure the relevant consents from the Temporary Worker to allow their personal data to be provided to Comensura and the Customer.

12.1 The Panel Vendor will be measured every month using a balance scorecard.

12.2 The results of the balance scorecard will be used to determine which tier the Panel Vendor occupies and as a consequence when they receive Orders from Comensura.

13. ORIENTATION

Upon the request of Comensura, the Panel Vendor shall ensure that all Temporary Workers assigned to the Customer attend applicable orientation meetings regarding policies, procedures and expectations of the Customer relating to the work or services to be provided by such Temporary Workers. Panel Vendor shall require that all Temporary Workers assigned to the Customer execute all documents required by Comensura prior to such Temporary Worker beginning any Assignment for the Customer.

APPENDIX A to SCHEDULE 1

TIME SHEETING PROCESS

SCHEDULE 2

INVOICING

1. Payment, expenses, and invoicing procedure are set out in the Self Billing Agreement.

2. In consideration of the Panel Vendor supplying the Services under this Agreement, Comensura shall (subject and without prejudice to the Customers or Comensura's rights and remedies under this Agreement) pay to the Panel Vendor fees as set out in the Agency Rate Agreement.

3. All fees and expenses shall be paid by Comensura in accordance with the following:

3.1 The customer or Comensura will not be charged for time during which Temporary Workers are absent which is attributable, but not limited, to illness, holiday, voluntary leave, maternity leave or any other absence relating to pregnancy unless agreed with Comensura/ the customer.

3.2 In the event of a change in Government legislation during the course of this Agreement, both parties agree to review such changes and implement any necessary amendments to this Agreement, including any increase in direct costs beyond the control of the Panel Vendor.

3.3 At the request of the customer or Comensura the Panel Vendor will provide other personnel of at least the same grade and of at least equivalent experience and ability as the Temporary Workers to cover absences of the Temporary Workers, on the same terms and conditions.

3.4 The Panel Vendor shall be exclusively responsible for the payment of remuneration to the Temporary Workers and for the deduction of tax and national insurance contributions under PAYE regulations.

SCHEDULE 4

CONFIDENTIALITY AGREEMENT

Agency Worker Confidentiality Agreement

To

1. In return for the providing information to me in the course of my assignment as an Agency Worker with I promise to do the following in relation to the information given to me or obtained by me in the course of such placement (“the Information”):

2. I agree that any breach of this undertaking by me or any third party to whom I release the Information may result in legal proceedings being commenced against me including a claim for the recovery of any losses or damages incurred by the Customer as a result of that breach.

Signed by …………………………………………………..

Print Name ………………………………………………..

Dated:…………………………………………………….

Schedule 7 - Access Agreement

ACCESS AGREEMENT

THIS ACCESS AGREEMENT is made the day of 2007 BETWEEN:

(1) of (`the Customer)

(2) Comensura Ltd (company registration number: 4085767) whose registered office is at 800 the Boulevard, Capability Green, Luton, LU1 3BA (“the Comensura”); and

WHEREAS

NOW IT IS HEREBY AGREED AS FOLLOWS

IN WITNESS of which the parties have executed this Contract under hand the day and year first before written

SIGNED by

[insert name of Customer]

Authorised signatory ………………………………………………..…………

SIGNED on behalf of

Comensura

Limited

Authorised signatory ………………………………………………..…………

APPENDIX 1

PROTOCOL

Client Bodies will be responsible for managing their own local arrangements including contract reviews for their own service delivery needs. As such Client Bodies will be required to:

Any service delivery requirements that are locally agreed relating to the above points and any other variations to the Contract including Contract Standards and the Service Level Agreement should be recorded in Appendix 2 to this Document.

APPENDIX 2

LOCAL ARRANGEMENTS

[TBA on a case by case basis between the Comensura and The Customer]

PRICING SCHEDULE

[TBA on a case by case basis between the Comensura and The Customer]

SERVICE LEVEL AGREEMENT

Schedule 8 - Details of management reports available and how your performance should be measured by the Authority.

Schedule 9 - Details of Disaster recovery plan

Schedule 10 - Pricing Document

Schedule 11 - Details of Contractor's procedures for vetting all temporary workers in accordance with CRB, Ability to work, Bichard Recommendations and Protection of Vulnerable Adults requirements.

Schedule 12 - Tender Documentation

VOLUME 1 - SECTION III

SPECIFICATION FOR THE PROVISION OF A FULLY MANAGED VENDOR NEUTRAL TEMPORARY WORKER SERVICE.

1 Introduction

1.1 The London Borough of Waltham Forest has a requirement for the provision of a managed vendor solution to cover the supply of temporary workers to all services. The range of temporary workers to be covered by this solution includes, but is not limited to:

Office/clerical workers

Qualified social workers and managers

Staff in residential care homes

Other social care staff

Housing officers

Accountants

Unqualified finance staff

IT

Engineers

Environmental health officers

Catering staff

Industrial workers

Surveyors

Architects

Librarians

Legal

PA/Secretaries

Revenues & Benefits Officers

Call Centre Staff

1.2 This contract shall be governed by the Conditions of Contract contained herein.

2. Contract Duration

2.1 The period of this contract shall be for 3 years, commencing on the [insert date], with the option to extend by a further period of 1 year by mutual agreement.

2.2 Either party shall be entitled to give 6 months notice to terminate the contract after the first year of the contract.

3. Objectives of the Contract

3.1 The objectives of the contract are to:

4. Service to be Provided

4.1 The Council is seeking a managed vendor who through a web-enabled portal shall be able to manage the effective use of temporary workers across the Council. The Tenderer shall aim to fill 100% of the Council's requirements but is required to meet a minimum of 98% of the Council's requirements.4.2 The Council uses the SAP system as its core system for Finance, Procurement and Human Resources. The Council's corporate information system is SAP, which is used for its procurement, Financial Management and HR functions. The supplier will be expected to interact with the system in order to provide the HR information required by the Council. At a minimum this will be through an interface. The optimal solution if for the tenderer to be able to have access to SAP. The Tenderer will need to propose how to manage this process to ensure the integrity of our systems.

4.2 The Council and the Tenderer shall agree who is a supplier to the Council. After a period of time to be agreed with the Tenderer, it will be decided, which tier the supplier will be placed in, based upon Key Performance Indicators supplied by the Tenderer. The Council reserves the right to add, keep or remove a supplier from the tiered list.

4.3 The Tenderer shall regularly carry out market research and benchmarking of hourly rates to ensure that the Council receives the most competitive rate available.

4.4 When so requested the Tenderer shall arrange for a temporary worker to be tested prior to being assigned to the Council. Details of any test results shall be made available to the Council. This testing shall be at the Tenderer's cost.

4.5 The Council, where it deems it necessary, may wish to interview temporary workers prior to assignment.

4.6 If the Council and the Tenderer agree the person specification prior to assignment of the temporary worker, and the temporary worker fails to meet the person specification , the Tenderer shall replace the temporary worker free of charge within the first day.

4.7 The standard of dress of the temporary worker shall be in accordance with service standards. In some cases this will involve wearing a uniform that the Council will provide. The Council reserves the right to request a change in dress if it is deemed to be below Council standards.

4.8 The Tenderer shall be the interface between all new agencies wishing to supply the Council.

4.9 The Council shall notify the Tenderer by e-mail or fax of the requirement for any change or cancellation of any booking, and no less than 90 minutes before the booking commencement. If the Council cannot comply with this, the Council shall pay for 50% of the first day, which is cancelled, if the temporary worker cannot be placed elsewhere within the Council.

4.10 The Tenderer shall give no less than 90 minutes notice before the booking commencement of any cancellation and shall use their best endeavours to find a suitable replacement.

4.11 The Tenderer shall ensure that the CV's forwarded are compliant with the Bichard Recommendations and with the requirements under Protection of Vulnerable Adults as set out in the Care Standards Act 2000. Please see attached a glossary of where the Bichard recommendations and the requirements of Protection of Vulnerable Adults can be found.

4.12 The Tenderer shall ensure that only the CV's that most meet the requirements of the cost centre managers are forwarded.

4.13 The Tenderer shall ensure that all temporary staff are vetted to the high standard expected of all staff. This should include CRB checks, ability to work, the Bichard recommendations and to satisfy the requirements of the Protection of Vulnerable Adults.

5. Pay Rates and Commission

5.1 The rates of pay received by the temporary worker shall be locally agreed with the cost centre manager. The Tenderer shall provide details of how they will ensure that pay rates are continually in line with the market.

5.2 The fee/rate charged by the Tenderer (Vendor Neutral Supplier) shall be fixed for the first three years of the contract.

5.3 The Tenderer will charge actual NI on the earnings of the temporary worker and the payments shall be in line with Working Time Regulations. This payment and NI will be itemised separately on invoices.

5.4 Temporary workers on assignment to the Council shall work under the supervision, direction and control of the cost centre manager. Temporary workers are expected to adhere to the Council's policies and procedures including; fire, manual handling, health and safety requirements, matters of discipline etc. Serious misconduct and poor performance will be conveyed to the Tenderer in writing, who will, if requested, terminate the assignment of the temporary workers concerned.

6 Coverage of the Agreement

6.1 The Council shall require the Tenderer to work towards meeting 100% of the Council's requirements for temporary workers. The Tenderer must meet a minimum of 98% of all requests for temporary workers.

6.2 If the Tenderer falls below 98% for more than 3 consecutive months the Council shall require an exception report detailing the action to be taken by the Tenderer to remedy the situation. Should there be no improvement for the following 2 months the Council reserves the right to terminate the contract.

7. Availability

7.1 The Tenderer's service team shall be staffed by suitably trained and experienced staff between the hours of 7.00am and 7.00pm and to cover the Council's core hours of 10am and 4pm. Outside of these hours the Tenderer shall arrange suitable on call arrangements that meet the Council's business needs.

8. Ordering Arrangements

8.1 Orders shall be made by the requisitioners using the SAP procurement process.

8.2 No temporary worker should work more than a 48-hour week relating to combined employment. For a temporary worker to work more than 48 hours per week an opt out agreement must be signed. The Tenderer shall keep a database of information on hours worked by individual temporary workers.

8.3 The Tenderer shall comply with the Working Time Directive and any changes that are made to the Directive.

8.4 The Tenderer shall report back to the appropriate cost centre manager on the progress in filling their requirements after 24 hours.

8.5 In the event of any circumstance affecting the arrival of a temporary worker the Tenderer shall notify the cost centre manager within one hour of the temporary worker agreed start time. The Council reserves the right to cancel or amend any such booking.

8.6 The Tenderer shall give clear instructions to the temporary workers in relation to the following:

9. Management Information

9.1 Management information must be available to managers and other relevant staff through SAP. Information systems use and access arrangements are as set out in paragraph 4.1 above. The cost of inter-operability will be borne by the Tenderer.

9.2 The Tenderer shall submit details of other management information it can produce for the Council.

10 Placement Fees

10.1 In the event of any temporary worker being appointed by the Council in any capacity, as a result of them responding to an internal or external advertisement placed in accordance with the Council Equal Opportunities Policy then the Council will not be liable to pay any introductory fee.

11. Invoicing

11.1 The Tenderer shall submit it's proposals for invoicing taking into consideration that the Council uses a SAP ERP system. The Council expects the Tenderer to be able to use an e-invoice facility.

12 Technology Platform

12.1 The London Borough of Waltham Forest uses the SAP ERP system for its core functions Finance, Procurement and Human Resources. Details of agency staff are to be integrated or input by the provider into SAP Human Resources.

Essential Requirement - The provider must set out detailed proposals of how they plan to inter-operate their systems with the Council's SAP ERP system.

Desirable Requirement - The provider needs to detail how they plan to manage the process of using the Council's SAP ERP System.

To assist you with any queries around use of SAP, the London Borough of Waltham Forest has set aside the [dates to be inserted] for prospective providers to come in and discuss this further with Loueen Morrison, Head of the SAP ERP Unit within Information and Customer Services. To make an appointment please e-mail [email address]

Proposals submitted in relation to SAP will be incorporated into a schedule of the contract if accepted.

13 Confidentiality

13.1 The Tenderer shall bring to the attention of all temporary workers the need to treat any information gained during their placement in the Council as confidential. The Tenderer shall ensure that all temporary workers sign a confidentiality agreement, as agreed with the Council, prior to any placement and this signed agreement is to be held within the temporary workers personnel file.

14 Experience

14.1 Time Sheeting

The Tenderer must be capable of providing electronic time sheeting

14.2 Implementation

The Tenderer must be able to demonstrate access to sufficient financial and human resource in order to successfully manage a contract of this magnitude.

15 Implementation

15.1 During the implementation period the Tenderer shall be required to fund a number of workshops for Council staff and proposed tiered suppliers. The implementation plan should be submitted as part of the Invitation to tender. Following appointment a final plan will be agreed between the Authority and the Tenderer.

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Confidential 3/10/2009[Author ID3: at Tue Mar 10 11:22:00 2009 ]5/15/2007[Author ID4: at Tue May 15 11:33:00 2007 ][Author ID3: at Tue Mar 10 11:21:00 2009 ]5/2/2007[Author ID2: at Wed May 2 16:19:00 2007 ][Author ID3: at Tue Mar 10 11:21:00 2009 ]5/1/2007[Author ID3: at Tue Mar 10 11:21:00 2009 ]

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