Agency Terms of Business

1. Applicability

1.1   These Terms and Conditions together with any documents referred to herein regulate the contractual relationship for services between Cool Company Freelance UK Limited (hereafter  ”CC”) and the client company (hereafter the ”Client”).

1.2   CC engages Temporary Workers that provide services under Assignments to the Client. The Temporary Workers are in all cases engaged by CC and CC is responsible for paying all applicable NIC, social fees and other applicable employment taxes. This agreement includes these Terms and Conditions but may also include a Cooperation Agreement and/or Assignment Agreement.

2. Definitions

Temporary Worker, is an individual entering a temporary workers agreement with CC.

Client, is a company wanting to use the services of CC to manage their external workforce or the recipient of work executed by the Temporary Worker. Work will be executed through a so called Assignment by the Temporary Worker.

Cooperation Agreement, is the framework agreement between the Client and CC for cooperation.

Assignment Agreement, is signed between the Client and CC to detail the scope of the Assignment.

Assignment, is the work to be performed by the Temporary Worker with the Client as the recipient. The Temporary Worker will price the Assignment.

Qualifying Temporary Worker, any Temporary Worker who at the relevant time is entitled to the rights conferred by the regulation 5 of the AWR.

Result, all material, physical or otherwise, that the Temporary Worker has produced during the Assignment.

Administrative Work, concerns work performed by CC for the Temporary Worker as below.

– Invoicing

– Payroll administration

– Administration and payment of taxes and certain fees

– Data controlling

– Provision of employer’s certificate

– CC provides applicable insurances

AWR, referring to the Agency Workers Regulations 2010.

Comparator Data, referring to the basic working and employment conditions of a comparable employee as set out in Regulation 5, Agency Workers Regulation 2010.

3. Entering a contract

3.1   CC is juridical party and receiver of Assignment in relation to the Client.

3.2   CC retains the right to deny engagement of a Temporary Worker without stating any reasons. CC will particularly deny engagement if the circumstances of the Assignment in terms of working environment is not of an acceptable standard. CC never undertakes Assignment outside the remit of its insurances.

3.3   The Client shall provide the required information detailing the Assignment to be performed by the Temporary Worker including specifying tasks, duration of Assignment, working hours, applicable union agreements, and other applicable agreements necessary for the performance of the Assignment.

3.4   The Client is at all times liable to inform the Temporary Worker of the information obtained under clause 3.3 by a note on the Assignment.

3.5   The Client shall pay for the Assignment after receiving an invoice from CC. If the Temporary Worker’s or CC’s cost of work increase as a result of changes in legislation, union agreements, interest rates or other fees, the Temporary Worker and CC have the right to retrospectively adjust the price to reflect the change both in terms of the Assignment and administrative fees.

4. Confirmation of Assignment

4.1   The Client shall agree to these Terms and Conditions, which they do through CC’s website; alternatively the Client shall agree to these Terms and Conditions at the time of signing a Cooperation Agreement which contains these Terms and Conditions. In the Assignment Agreement, the Assignment will be detailed in terms of the nature, scope, agreed terms and duration.

4.2   If CC would be required to process the Clients personal data this will be in accordance with applicable law and on legal ground.

5. Obligations

5.1   CC shall encourage the Temporary Worker to comply with the rules, policies and procedures (including security, health and safety and environmental) set by the Client from time to time when working on its premises. It is the Clients responsibility to inform the Temporary Worker about these policies, procedures and rules. The Temporary Worker shall perform Assignments with reasonable care and skill.

5.2   Before the Temporary Worker starts an Assignment the Client shall notify CC and the Temporary Worker if either:

a) the Temporary Worker is a Qualifying Temporary Worker in relation to the Assignment; or

b) the Temporary Worker will become a Qualifying Temporary Worker during the course of the Assignment.

5.2   If so required by the Client, the Temporary Worker shall submit timesheets in a form to be agreed with the Client. The timesheets shall provide a record of the work done by the Temporary Worker.

5.3   If the Client engages the Temporary Worker under a model, falling within Regulation 5 of the AWR, the Client shall provide CC with the necessary Comparator Data, specified in the Regulations, to make it possible for CC to establish the correct rate of pay that is required. It is the Clients responsibility however to ensure that the Temporary Workers conditions are met in accordance with the regulations in AWR.

5.4   For Assignments, already from the beginning agreed to exceed 12 weeks, the Comparator Data should be provided on acceptance of the Assignment. In all other circumstances the Comparator Data should be provided by week 8 of any Assignment, should the Assignment be on going.

5.5   The Client shall comply with CC’s requests for information and any other requirements to allow CC to comply with AWR. The Client shall not act in a way that gives or can give rise to a claim under AWR.

5.6   It is always the Client’s responsibility to ensure that from the commencement of each Assignment the Temporary Worker will be provided with the Day 1 Rights (in accordance with AWR). This shall include but not be limited to canteen or other similar facilities, child-care facilities, staff rooms, transport services and car parking. The Client shall also ensure that the Temporary Worker is provided with access to information on job vacancies.

5.7   The Client agrees to and understands that the fees may vary according to payment obligations regulated under AWR and that the Temporary Worker therefor may be entitled to additional paid annual leave and other benefits.

5.8   The Client shall comply with all applicable laws, statutes and regulations from time to time in force. This shall include, but not be limited to:

a) the Bribery Act 2010 and

b) the Modern Slavery Act 2015

5.9   The Client shall adopt policies and procedures that fully comply with what is mentioned in clause 5.8.

5.10 The Client ensure that when entering this Agreement, neither it or any of its officers, employees or other persons associated with it has been:

a) convicted of any offence involving slavery and human trafficking; or

b) is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking.

6. Work Environment

6.1   It falls on the Client’s responsibility to ensure supervision of the work of the Temporary Worker as well as quality assurance and follow up. The Client shall provide necessary instructions and information required for a correct execution of the Assignment. It is the responsibility of the Client to provide necessary equipment and workspace for the Temporary Worker. The Temporary Worker shall be informed by the Client of potential risks involved with the Assignment to be able to perform the Assignment without risk of injury or harm. CC will inform the Temporary Worker prior to the commencement of the Assignment about potential risks through a work environment assessment for the industry concerned with the Assignment. The Client must however always take the necessary measures to ensure not to expose the Temporary Worker to any danger or harm.

6.2   The Client is responsible to treat the Temporary Worker on equal terms with its other employees. The Client must not act in such a way that the Temporary Worker is discriminated in any way. The Client shall inform the Temporary Worker about rules, regulations and routines applicable to the Client’s workplace.

6.3   The Client shall enquire to ensure that the Temporary Worker has the necessary qualifications for the undertaking of the Assignment.

6.4   The Temporary Worker must not begin an Assignment necessitating access to areas within which they may be exposed to danger, without having prior to this received adequate safety instructions from the Client.

6.5   If the Client has control of the work environment it shall provide fixed devices to minimise risk of health and safety accidents.

6.6   The Client shall also ensure that other devices may be used without any such risk.

6.7   Working hours shall be set in accordance with applicable law. The maximum working hours as stated by the law must not be exceeded and the Client must not in any way pressure the Temporary Worker to do so.

6.8   Facilities, machinery, tools, protective equipment and vehicles must either be provided by the Client or if provided by a third party, comply with this clause; CC takes no responsibility for the provision of the above. Assignments concerning installation of technical equipment must not be performed unless necessary protective equipment and routines have previously been established. Vehicles must be approved to be used in traffic and must not be used in such a way that it may cause harm. During any Assignments requiring any kind of protective equipment, this must be used. The protective equipment must be approved for the task at hand, be in adequate condition and used in the correct way. Protective equipment must be provided prior to the start of the Assignment. Facilities, machines, tools and other technical equipment used by the Temporary Worker must be maintained to a good standard.

6.9   The Client must not in any circumstance treat the Temporary Worker worse due to their connection to CC concerning their work environment.

6.10 CC plans, leads and controls its business as far as it is possible in each individual circumstance to ensure the work environment is of adequate standard in accordance with relevant regulations.

6.11 CC will investigate, either through itself or through the Client, damages in relation to the Assignment and take necessary measures to prevent this.

6.12 CC documents the work environment and through analyses CC will try to implement measures to achieve a safe work environment for the Temporary Worker.

6.13 CC has a responsibility for adaptation of work and rehabilitation for the Temporary Worker during the Assignment.

6.14 CC furthermore has a safety- officer and committee that the Temporary Worker can consult regarding inadequate work environments.

7. Complaints

7.1   Faults or failure within CC’s area of responsibility must immediately be brought to the attention of CC by the Client in written form. Faults of failure discovered after the end of the Assignment or after curtailment of the Assignment must be brought to CC’s attention within 7 days after the end of the Assignment.

7.2   The complaint must encompass clear details of the nature and scope of the fault. The Client’s right to indemnity or discount is disqualified if it is not within the aforementioned timeframe or format.

7.3   After a complaint, CC has the right to, within a reasonable period of time, correct the fault or failure, before the Client is rewarded a discount or indemnity. Reasonable period of time will be defined in light of the nature and scope of the fault.

7.4   Demands on indemnity or discounts towards CC shall always be preceded by a complaint and, without delay, provided at the very latest within 3 months after end of the Assignment.

7.5   Complaints or criticism concerning performance of the Temporary Worker must be presented directly to him or her as opposed to CC.

8. Responsibilities

8.1   The Client is responsible for faults and damage that the Temporary Worker causes for the Client or third party within the remit of the Assignment. CC will not be responsible for the fault or damage caused as a result of the work the Temporary Worker provided to the Client or a third party. The Client should have or take out adequate insurance necessary for the Temporary Worker and the Assignment undertaken by them for the Client. The Temporary Worker should in this concern be treated equally to the employees of the Client.

8.2   CC shall pay the applicable NIC and employers’ liability insurance. CC is not liable for indirect damages including but not limited to loss of profit.

8.3   CC is not liable for damage:

a) to the Client’s vehicles or as a result of such injuries;

b) to goods transported by the Clients own or hired motor vehicles;

c) caused by any motoring offences;

d) caused by an airplane

e) due to an explosion caused by a ship; or

f) due to attributable harm for a patient according to applicable law.

8.4   CC’s total liability is limited to whichever is lesser of: 1000 GBP or CC’s received fee for its Administrative Work for the previous 1-month period.

8.5   If no agreement has been entered between CC and the Temporary Worker and/or between CC and the Client, then CC is not liable under any circumstances.

8.6   In case the Client, in accordance with relevant legislation, is deemed responsible, the Client will be held accountable for the work performed by the Temporary Worker during the Assignment. In an instance where the Client is not deemed responsible, damage caused will be covered by the Temporary Worker and CC’s responsibility is limited to 1000 GBP or, if lesser, in accordance to the scope of the insurance policy.

9. Intellectual Property

9.1   CC shall ensure that, within the remits of the law, all Results produced by the Temporary Worker belongs to CC. CC shall subsequently transfer the ownership of all Result created by the Temporary Worker during the Assignment to the Client. All intellectual property rights in the Result constitute the Client’s property after the Assignment. The Client shall reimburse CC as CC may be liable to pay to the Temporary Worker for transfer of the intellectual property right by law or collective agreement.

9.2   The Client may retain ownership of intellectual property rights in inventions as far as in accordance with relevant legislation or collective agreements.

9.3   If the Temporary Worker uses their own software or tools when performing the Assignment, then the Client does not attain ownership of those.

9.4   The Client is responsible to ensure that Results are not exposed to infringement of any intellectual property rights as well as ensuring that the Temporary Worker does not illegally use others’ systems.

10. Personal data information

10.1 The Client shall only process personal data in accordance with applicable law. Only the collection of necessary information can be performed by the Client. The Client is responsible for this information, and CC should not in any case be considered personal data processor for this information.

10.2 The Client must never start an Assignment with the Temporary Worker before the Temporary Worker has agreed to CC’s General Terms and Conditions for the Temporary Worker, Assignment Agreement, and been given information about how CC process  the Temporary Workers personal data.

10.3 If the Client process personal data on behalf of CC, then the Client must sign a Personal Data Processor Contract prior to the start of the Assignment.

10.4 If the Temporary Worker, as part of the Assignment with the Client, process personal data, then CC holds no responsibility with regards to this and should not in any case be considered as personal data processor.

11. Confidentiality

11.1 CC and the Client agree to keep the contents of this agreement and other information strictly private and confidential.

11.2 Neither party has an obligation to keep information confidential that:

a) at the time of the confirmation of the Assignment is publicly available;

b) is known to a party before it is revealed to the other party; or

c) a party is obliged to disclose such information according to the law. 

11.3  What is stated in clause 11.1–11.2 shall continue after the termination of this agreement.

11.4 The Temporary Worker is bound to confidentiality as stated in The General Terms and Condition for the Temporary Worker.

12. Scope of agreement

12.1 This agreement will be binding until otherwise has been agreed. This agreement shall always be binding during the timeframe specified in the Cooperation Agreement, or the Assignment agreement if nothing else agreed.

12.2 A party will always have the right to terminate the Assignment Agreement acted immediately through a written statement to the other party if:

a) the other party has broken any part of the agreement and not taken rectifying measures within 14 days of written request; or

b) the party is declared bankrupt, enters composition to creditors, enters administration, is liquidated, or in any other form sat in a state where they do not have the right to engage in commercial activity; or

c) the party, without the consent of the other party, transfers the agreement to someone else.

CC should always have the right to terminate this Agreement and an Assignment with immediate effect if deemed necessary due to the Temporary Worker cancelling an Assignment.

13. Exemptions

13.1 A party can cancel or postpone an Assignment due to unforeseen circumstances they could not reasonably have expected and that prevent the execution of the Assignment. A party is not liable for damage or delay caused by an event outside English law, labour dispute or force majeure. Labour dispute will also be reason for exemption if either party is itself the cause or recipient of such a dispute.

13.2 A party shall after an event as stated in clause 13.1 inform the other party. The Assignment will be cancelled if still postponed for 3 months unless otherwise agreed. If the Assignment is cancelled CC has the right to claim compensation for work performed for the Client up until then as well as associated costs.

14. Prohibition of transformation

14.1 The parties are not allowed, without the other’s consent, to transfer the Agreement and associated rights and/or duties to a third party.

15. Correspondence

15.1 All correspondence relating to these Terms and Conditions shall take place with courier, registered post or email between the parties’ addresses.

15.2 Correspondence shall be deemed received:

a) if delivered by courier: at the moment of delivery;

b) if sent by registered post: two days after dispatch;


c) if sent by email: by dispatch of email and due reception.

16. Variations

16.1 No variation to these Terms and Conditions shall be valid unless it is in writing and signed by an authorised representative of each party.

17. Severability

17.1 If any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect, this will not affect the legality, validity or enforceability of any other provisions of these Terms and Conditions and that provision will be deemed deleted.

18. Cumulative remedies

The rights and remedies under these Terms and Conditions are in addition to and except as otherwise expressly provided in these Terms and Conditions, do not exclude, any rights and remedies provided by law, including equitable remedies, or otherwise.

19. Applicable law

19.1 Disputes arising out of or in connection to these Terms and Conditions, or the Agreement, will be governed by, and construed in accordance with, the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms and Conditions or the Agreement.

19. Applicable law

19.1 Disputes arising out of or in connection to these Terms and Conditions, or the Agreement, will be governed by, and construed in accordance with, the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms and Conditions or the Agreement.

20. No partnership or agency

20.1 Nothing in these Terms and Conditions, or the Agreement, is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. 20.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

21. Force majeure

21.1 Neither party will be liable for any breach of the agreement by reason of delay or failure to perform any obligation if this is in any way caused by any event of force majeure, including Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, terrorism, insurrection, civil disturbance or requisition, strikes, lockouts or other industrial action or trade union dispute, power failure or breakdown in machinery or any other event outside the reasonable control of the party affected.

22. Entire agreement

22.1 These Terms and Conditions shall together with any relevant Cooperation Agreement and Assignment Agreement constitute the entire agreement between the parties and shall supersede any previous agreements between the parties independently of the form of previous agreements.

23. Miscellaneous

23.1 The parties retain the right to disclose the others name and logo on its website or other presentations as well as disclose the cooperation between the parties. 23.2 CC has the right to amend these Terms and Conditions without prior notification to the other party.

General terms and conditions for client: last updated 2018-04-20.