WE WHO DO SERVICE TERMS
We’re delighted you have chosen to work with WeWhoDo. These terms and conditions set out how we have agreed to work together. If You have any queries in relation to these please do let us know. Otherwise we should be grateful if You would sign where indicated below to confirm Your agreement.
In the context of this Agreement “WWD” means We Who Do Limited (company number 10927861) whose registered office is at 86-90 Paul Street, London EC2A 4NE and “You”, “Your” and the “Client” means the entity that signs the Agreement below. Together we are the parties and singularly we are each a party.
DEFINITIONS AND INTERPRETATION
In this Agreement, unless the context requires otherwise, the following definitions apply:
the Master Terms together with any Assignment Confirmation;
any engagement for the provision of one or more Contractors as further described in the relevant Assignment Confirmation;
means written confirmation of the details of an Assignment sent by WWD;
the effective date of this Agreement as determined pursuant to Clause 9.1;
means the contractor made available to You by WWD under the terms of this Agreement;
any cause preventing a party from performing any or all of its obligations arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the party so affected including, without limitation, strikes, lockouts or other industrial disputes (whether involving the workforce of the party so prevented or of any other party), act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm;
Clauses 1 to 10 set out in this document, together with the Schedules;
the fee to be paid by You to WWD in respect of an Assignment, including calculated at the percentage commission rate agreed between WWD and You from time to time;
any individual job vacancy or, in the case of a project requiring more than one Contractor, any requirement for multiple Contractors which You may have
from time to time and of which You has notified WWD;
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
use its reasonable endeavours to make available Contractors to suit Requirements for Assignments;
use its reasonable endeavours to provide a suitable replacement when any individual Contractor is incapacitated or not available to carry out the work required of it;
at all times comply with all applicable laws, statutes, regulations and codes from time to time in force.
Where WWD is able to fulfil a Requirement, WWD will provide an Assignment Confirmation setting out:
the name of the Contractor(s);
the Payment Rate charged by WWD;
the date from which the Assignment will commence;
any notice period to terminate the Assignment.
Neither Party shall have any rights or obligations in respect of any Requirements or an Assignment unless and until each WWD has issued an Assignment Confirmation.
You shall be responsible for managing and supervising the Contractors at all times.
Any extension to a Contractor's hours is a matter for agreement between You and the Contractor. If such an extension of hours is agreed then You will be charged for at the Payment Rate for the additional hours worked by the Contractor.
When notifying WWD of a Requirement, You will give WWD details of:
the date on which You require the Contractor to commence work and the duration, or likely duration of the work;
the type of work the Contractor would be required to do, the location at which, and the hours during which, the Contractor would be required to work, and any risk to health or safety known to You and what steps You have taken to prevent or control such risks;
the experience, training, qualifications and any authorisation which You consider are necessary, or which are required by law, or by any professional body, for the Contractor to possess in order to work in the position.
On an ongoing basis, You shall:
immediately notify WWD if any Contractor is unsuitable for the Assignment or Requirement (giving reasons why);
at all times comply with all applicable laws, statutes, regulations and codes from time to time in force;
promptly comply with all requests for information reasonably requested by WWD from time to time; and
ensure the working environment at any of its premises in or at which a Contractor is engaged shall comply with all applicable health and safety laws and regulations.
CHARGES AND PAYMENT TERMS
You will pay to WWD the Payment Rate plus any expenses incurred by Contractors in respect of the Assignment.
WWD shall submit invoices to You monthly in arrears in respect of the charges contained in clause 5.1 above.
Each invoice shall be payable by You within 30 days of the date of invoice.
If You dispute the hours that have been recorded by the Contractor or any other aspect of the invoice then You shall notify WWD no later than ten days after the date of the invoice, failing which You shall be deemed to have accepted the invoice. If there is any dispute between the Parties as to whether any item on an invoice is properly due and payable, You shall pay all undisputed sums in accordance with the invoice as soon as reasonably practicable.
WWD shall be entitled to claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
All amounts payable under this Agreement are exclusive of value added tax, which shall be payable by You at the rate prevailing at the time and accounted to the relevant taxation authority by WWD.
engage or employ a Contractor or its employees directly or other than through WWD; and/or
introduce a Contractor directly or indirectly to any third party and that introduction results in the Contractor being engaged or employed by the third party
Should you engage WWD to carry out a search for a permanent employee, WWD will present CVs for suitable candidates via email. Should You employ any candidate introduced by WWD on a Permanent or Temporary basis, WWD will charge You a fee of 20% of first year remuneration upon commencement of their employment with You.
in each case whether on a permanent or temporary basis, within twelve months of the last date the Contractor carried out work for You through WWD,
You will pay WWD a charge equating to 20% of the worker’s annual basic remuneration (where the worker is employed on a permanent basis) or (where the worker is engaged on a temporary basis) less any WWD contractor margin or fees already paid.
ACKNOWLEDGEMENTS AND LIABILITY
Nothing in this Agreement shall operate to exclude or limit either party’s liability for:
death or personal injury caused by its negligence;
its own fraudulent acts or omissions; or any other liability which cannot by law be excluded.
Subject to clause 6.1 above, You acknowledge and agree that:
the Contractor is not supervised by WWD;
only You are in a position to assess and insure against risks in respect of or during or arising out of the period for which the Contractor is engaged; and
WWD shall not be liable to You for any acts or omissions of any Contractor whatsoever whether in connection with an Assignment or otherwise.
WWD shall be entitled from time to time, without prejudice to the other terms of this Agreement, to replace Contractors provided it offers a suitably qualified, skilled and experienced substitute Contractor.
If during an Assignment, a Contractor has in the reasonable opinion of the Client failed to perform the work required of it satisfactorily or has provided false or misleading information, You shall immediately notify WWD and WWD will use its reasonable endeavours to procure that a suitable replacement Contractor is available to perform such work as soon as reasonably possible. You acknowledge and agree that the procurement of a replacement Contractor by WWD is Your sole remedy in respect of poor performance and/or the provision of false or misleading information by any Contractor.
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 ) 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.
You acknowledge and agree that the information supplied by WWD about Contractors and potential Contractors is confidential. You will use such information solely for the purposes of this Agreement and will not disclose such information to any third party.
TERM AND TERMINATION
This Agreement will become effective upon the date the Agreement is signed by both Parties and shall remain in effect until terminated in accordance with this clause 9 or by either Party giving to the other not less than 30 days’ notice.
Either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if the other Party:
commits a material breach of any terms of this Agreement and (if such breach is remediable) fails to remedy that breach within 30 days of receipt of notice in writing to do so;
has a liquidator (both provisional and following a winding up), receiver (including a fixed charge receiver), administrative receiver, administrator, nominee, supervisor or other similar officer appointed in respect of itself or any of its assets under the law of any jurisdiction or notice is given of the intention to make any such appointment; or
suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.
Upon termination of this Agreement both You and WWD shall continue to comply with our respective obligations under this Agreement in relation to any ongoing Assignment connected with or arising from any Requirement and You shall continue to be responsible for any payments in relation to such Assignment.
You may terminate an Assignment on two weeks’ written notice if You reasonably consider that the Contractor(s) are unsatisfactory or unsuitable and You provide to WWD confirmation in writing of the unsuitability of the Contractor(s) together with the reasons. You will be charged for the hours worked by the Contractor(s) prior to termination.
This Agreement (including any Statement(s) of Work which may be agreed between the Parties) constitutes the entire agreement between the Parties and supersedes all previous agreements
This Agreement is personal to You and it shall not be entitled to assign or sub-contract its obligations or rights under this Agreement to any third party without the prior written consent of WWD.
No variation of this Agreement shall be effective unless it is in writing and signed by the Parties.
None of the provisions of this Agreement is intended to be for the benefit of, or enforceable by third parties (other than permitted assignees of WWD who shall be entitled to enforce the provisions of this Agreement as if original parties to it) and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.
This Agreement and any dispute or claim (including non-contractual disputes and claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in all respects in accordance with the law of England and Wales. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.