OPERATING CONDITIONS - PART IX

PROVISIONS RELATING TO INVOICE DISCOUNTING/FACTORING CLIENTS WITH PAYROLL SERVICES ONLY

  1. DEFINITIONS AND INTERPRETATION

    1. In this Part, unless the context otherwise requires, the following expressions shall have the following meanings:

      Definition Meaning

      “Payroll Invoices”

      Invoices arising from the supply of Temporary Workers.

      “Permanent Placement”

      any individual identified by you as having the necessary skills and experience to fulfil a vacancy with a Customer in the UK who is offered a contract of employment by a Customer after having been introduced by you.

      “Permanent Staff”

      any individual employed by you in the management or administration of your business.

      “Temporary Workers”

      individuals or companies who are at any time employed or engaged by you and supplied to Customers in the UK other than on a permanent basis.

    2. If the Applicable Operating Conditions for this Payroll Service include Operating Conditions Parts I, II and IV then this Facility will be provided on the basis of a Factoring Facility as varied or supplemented by the conditions set out below and those provisions which apply to Factoring Clients will apply to you.
    3. If the Applicable Operating Conditions for this Payroll Service include Operating Conditions Parts I to IV (inclusive), then this Facility will be provided on the basis of an Invoice Discounting Facility as varied or supplemented by the conditions set out below and those provisions applicable to Invoice Discounting Clients will apply to you.
    4. These Operating Conditions Part IX will not apply in circumstances where third parties are providing this Payroll Service on our behalf.
  2. NOTIFICATION, INVOICE CLASSIFICATION AND APPROVAL LIMITS

    1. You will advise us of Payroll Invoices by keying in Time Sheet Data and submitting it through the Website. Time Sheets must be submitted to us by facsimile to the number we advise you for this purpose or by such other means as we may agree from time to time and condition 12.1 in the Operating Conditions - Part II is varied accordingly.
  3. PAYMENTS

    1. We will pay you in Sterling only (unless otherwise agreed by us) the Purchase Price for your Approved Payroll Invoices by:
      1. paying the Payroll Costs as your agent and on your behalf, although we may refuse to meet the Payroll Costs if there is insufficient Availability; and
      2. making the balance of any Availability available to you in accordance with condition 3 in the Operating Conditions - Part II.

        All such payments will be treated by us as Advances and condition 3.2 in the Operating Conditions - Part II shall be varied accordingly. If we start this Facility before we have received your VAT registration number, we will not be obliged to pay the balance of any Availability (referred to in condition 3.1.2 above) to you until we have received that number and any other evidence we require that you are registered for VAT.
  4. OUR SERVICES

    1. We will as your agent and on your behalf:
      1. provide the Payroll Service described and on the terms set out in Part VIII of the Operating Conditions;
      2. pay the Payroll Costs (subject to there being sufficient Availability);
      3. once we have received the Time Sheet Data and corresponding copy Time Sheets from you, generate Invoices (based on the information in that Time Sheet Data);
      4. unless this Facility is undisclosed, include a statement on each Invoice raised by us that the Invoice has been assigned to us (which you hereby authorise us to do);
      5. if agreed by us, on receipt of all appropriate information, generate Invoices arising from Permanent Placements; and
      6. send those Invoices (together with copy Time Sheets, in the case of Payroll Invoices) to your Customers (in which case condition 8.3.3 in Operating Conditions - Part II - Provisions Relating to all Clients does not apply) or send those Invoices to you to send to your Customers in which circumstances that condition 8.3.3 does apply. If we agree that you will generate and issue all or any Invoices then condition 8.3.3 of the Operating Conditions - Part II - Provisions relating to all Clients will apply to those Invoices.
    2. If you do not fulfil your obligations in this Agreement (including, in particular, providing the Time Sheet Data to us within the timescales set out in the Operating Conditions - Part VIII - Payroll Service Conditions and dealing with any queries or discrepancies raised by us on it) then (as appropriate) we will:
      1. not be obliged to provide the services listed in condition 4.1 of these Operating Conditions - Part IX and/or only provide those services to the extent that we are able to do so based upon the information supplied by you; and/or
      2. not make the balance of any Availability to you as contemplated by condition 3.1.2 of these Operating Conditions - Part IX.
    3. We may, at your request and for an agreed fee, in relation to your Permanent Staff:
      1. provide the Payroll Service on the terms and conditions set out in the Operating Conditions - Part VIII; and
      2. on your behalf and as your agent, pay the Payroll Costs of those staff from any Availability arising under either this Payroll Service or any other Facility we have made available to you.
  5. YOUR OBLIGATIONS

    1. You will:
      1. comply with all applicable laws relevant to the placement of Temporary Workers and Permanent Placements including, without limitation, the Conduct of Employment Agencies and Employment Business Regulations 2003 as amended by the Conduct of Employment Agencies and Employment Businesses (Amendment) Regulations 2010;
      2. promptly forward to us all documentation and information required to enable us to raise any credit notes properly due to a Customer in relation to any Invoice raised by us on your behalf; we may raise and issue such credit notes or refuse to raise and issue them as we see fit and condition 9.1.6 of the Operating Conditions - Part II – Provisions relating to all Clients does not apply in these circumstances but will apply in relation to Invoices you raise yourself;
      3. be registered for VAT by the Start Date and remain registered for VAT throughout the subsistence of this Agreement;
      4. notify us of any change in your terms with your Temporary Workers or Customers and obtain such waivers or variations to such terms as we shall reasonably require;
      5. notify us of any dispute with a Temporary Worker;
      6. notify us if you cease to be registered for gross payment under the Construction Industry Scheme or if you receive any notification or correspondence from HM Revenue and Customs that may indicate withdrawal of or amendment to that registration.
  6. FEES AND CHARGES

    1. If the Commercial Terms in relation to this Payroll Service refer to you paying a Payroll Finance Service Fee only, that fee will be calculated as the percentage stated in the Commercial Terms of the Notified Value of each Payroll Invoice Notified to us on the Start Date and thereafter throughout this Agreement. The Payroll Finance Service Fee will be charged to your Current Account weekly in arrears. The Payroll Finance Service Fee will not be reduced if the Net Value of a Payroll Invoice is less than its Notified Value. Conditions 6.1, 6.2, 6.3 and 6.4 of the Operating Conditions - Part II – Provisions relating to all Clients shall not apply to you and the calculation required by condition 6.5 of the Operating Conditions - Part II – Provisions relating to all Clients shall be done disregarding the references to net Discount Charge and replacing all references to the Service Fee with the Payroll Finance Service Fee.
    2. If we have agreed to charge you a Service Fee (or a Minimum Fee) and a Discount Charge, then, condition 6 of the Operating Conditions - Part II – Provisions relating to all Clients will apply to you.

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