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Paye -Umbrella Contract

Contract of Employment for PAYE Umbrella Workers

BETWEEN:

(1) TOP LINE MANAGEMENT UK LIMITED

Registered in England and Wales (Company No. 04708345)

Registered Office: 19 Oxford Road, Suite 221, Bournemouth, Dorset, BH8 8GS

(the “Employment Business”)

AND

(2) [ ]

(the “Temporary Worker”)

PARTIES

This Contract of Employment is made between:

(1) Top Line Management UK Limited, a company incorporated and registered in England and Wales (Company Number 04708345), whose registered office is at Suite 221, 19 Oxford Road, Bournemouth, Dorset, BH8 8GS ("the Company"); and(1) Top Line Management UK Limited, a company incorporated and registered in England and Wales (Company Number 04708345), whose registered office is at Suite 221, 19 Oxford Road, Bournemouth, Dorset, BH8 8GS ("the Company"); and

(2) [ ] of ("the Employee" or "Temporary Worker").

AGREED TERMS

1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply to this agreement. Assignment: the temporary services to be carried out by the Temporary Worker for the Client, where the Temporary Worker is employed and paid by Top Line Management UK Limited under a payroll arrangement, as more particularly described in Clause 3 and the Booking Placement Form.

AWR 2010: the Agency Workers Regulations 2010 (SI 2010/93).

Booking Placement Form: the assignment confirmation or booking details issued by the Employment Business, setting out the details of each Assignment, including the Client, pay rate, location and duration.

Business Day: a day other than a Saturday, Sunday or public holiday when banks in London are open for business.

Calendar Week: shall have the meaning in regulation 7(4) of the AWR 2010.

Client: the person, firm, partnership, company or Group company (as the case may be) to whom the Temporary Worker is Introduced or supplied.

Conduct Regulations 2003: the Conduct of Employment Agencies and Employment Business Regulations 2003 (SI 2003/3319).

Confidential Information: information in whatever form (including, without limitation, written, oral, visual or electronic information, or information stored on any magnetic or optical media) relating to the business, customers, products, services, affairs or finances of the Client or the Employment Business, which is confidential or proprietary in nature.

This includes, without limitation, trade secrets, technical data, know-how, business processes, financial information, customer and supplier information, pricing, marketing information, software, databases, business systems, security credentials, passwords, access codes, and any personal data (as defined by the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018), together with any information created, developed, received or obtained by the Temporary Worker in connection with an Assignment, whether or not such information is marked or identified as confidential.

Data Protection Legislation: the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and any replacement or successor legislation.

Demand: any action, award, claim or other legal recourse, complaint, cost, debt, demand, expense, fine, liability, loss, outgoing, penalty or proceeding.

Engage: the employment of a Temporary Worker or the engagement directly or indirectly through any employment business other than through the Employment Business (whether for a definite or indefinite period) of a Temporary Worker as a direct result of any Introduction or Assignment to the Client and the term Engaged shall be construed accordingly.

Group: in relation to a company, that company, each of its holding companies and subsidiaries from time to time, and each subsidiary of any such holding company.

Holding company and subsidiary: mean a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006 . In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sub sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world. patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Introduce: the provision to the Client of information by the Employment Business by way of curriculum vitae or in such format as the Client may from time to time require which identifies the Temporary Worker and Introduction and Introduced shall be construed accordingly.

Other Qualifying Period Payment: any remuneration payable to the Temporary Worker (other than the Qualifying Period Rate of Pay), which is not excluded by virtue of regulation 6 of the AWR 2010, such as any overtime, shift premium, commission or any bonus, incentive or rewards which are directly attributable to the amount or quality of work done by a Temporary Worker and are not linked to a financial participation scheme (as defined by the AWR 2010).

Qualifying Period: 12 continuous Calendar Weeks, as defined in regulation 7 of the AWR 2010, subject always to regulations 8 and 9 of the AWR 2010.

Qualifying Period Rate of Pay: the rate of pay that will be paid to the Temporary Worker on completion of the Qualifying Period, the rate payable following completion of the Qualifying Period, where applicable in accordance with the Agency Workers Regulations 2010. Such rate will be paid for each hour worked during an Assignment (to the nearest quarter hour) weekly in arrears, subject to any deductions that the Employment Business is required to make by law and to any deductions that the Temporary Worker has specifically agreed can be made.

Rate of Pay: the rate of pay that will be paid to the Temporary Worker prior to completion of the Qualifying Period. Such rate will be paid for each hour worked during an Assignment (to the nearest quarter hour) weekly in arrears, subject to any deductions that the Employment Business is required to make by law and to any deductions which the Temporary Worker has specifically agreed can be made.

Relevant Period: shall have the meaning set out in regulation 10(5) and (6) of the Conduct Regulations 2003.

Relevant Terms and Conditions: the relevant terms and conditions as defined in regulation 6 of the AWR 2010 that applies once the Temporary Worker has completed the Qualifying Period.

Required Assignment Information: shall have the meaning set out at clause 3.3.

Temporary Worker: a worker Introduced and supplied by the Employment Business to the Client to provide services to the Client not as an employee of the Client, who is deemed to be an agency worker for the purposes of regulation 3 of the AWR 2010.

Temporary Work Agency: shall have the meaning set out in regulation 4(1) of the AWR 2010.

Vulnerable Person: shall have the meaning set out in regulation 2 of the Conduct Regulations 2003.

WTR 1998: the Working Time Regulations 1998 (SI 1988/1833).
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.
1.4 The schedule(s) form part of this agreement and shall have effect as if set out in full in the body of this agreement and any reference to this agreement includes the schedule(s).
1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.6 Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.
1.8 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.9 A reference to writing or written includes email sent to or from Top Line Management UK Limited at pay@toplineltd.co.uk or any other email address notified by the Company from time to time.
1.10 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. THE AGREEMENT
2.1 These terms constitute the agreement between the Employment Business and the Temporary Worker and govern all Assignments undertaken by the Temporary Worker. The Temporary Worker will only be paid for authorised hours worked and submitted on approved timesheets in accordance with this Agreement. Periods where no Assignment is available or no authorised timesheet is submitted will not give rise to any entitlement to payment. Where the Temporary Worker has not undertaken an Assignment for a continuous period of three months, the Employment Business reserves the right to terminate the employment and issue a P45 in accordance with applicable employment and tax legislation.
2.2 For the purposes of the Conduct of Employment Agencies and Employment Businesses Regulations 2003, the Employment Business acts as an Employment Business in relation to the engagement and supply of the Temporary Worker to the Client.

3. ASSIGNMENTS
3.1 The Employment Business may offer the Temporary Worker Assignments that have been arranged through a Recruitment Agency or Client. The Employment Business is not obliged to offer any Assignment, and the Temporary Worker is not obliged to accept any Assignment offered.
3.2 The Temporary Worker acknowledges that the nature of temporary work means that there may be periods when no suitable work is available. The Temporary Worker agrees that suitability of an Assignment shall be determined solely by the Employment Business and that the Employment Business shall incur no liability to the Temporary Worker should it fail to offer Assignments of the type of work specified in the Booking Placement Form or any other work.
3.3 Except as provided below, at the same time as an Assignment is offered to the Temporary Worker, the Employment Business shall provide the Temporary Worker with the following information (the Required Assignment Information):

(a) The identity of the Client, and if applicable the nature of its business;
(b) The date the Assignment is to commence and the duration or likely duration of the Assignment;
(c) the position which the Client seeks to fill, including the type of work the Temporary Worker in that position would be required to do, the location at which, and the hours during which, the Temporary Worker would be required to work;
(d) The Rate of Pay and any expenses payable by or to the Temporary Worker;
(e) Any risks to health and safety known to the Client in relation to the Assignment and the steps the Client has taken to prevent or control such risks; and
(f) The experience, training, qualifications and any authorisation which the Client considers are necessary or which are required by law or a professional body for the Temporary Worker to possess in order to work in the Assignment.

3.4 Where the Required Assignment Information is not given in paper form or by electronic means, the Employment Business shall confirm it in writing or electronically as soon as possible and in any event no later than the end of the third Business Day following the day on which the Assignment was offered to the Temporary Worker.
3.5 Unless the Temporary Worker requests otherwise, clause 3.3 will not apply where the Temporary Worker is being Introduced or supplied to the Client to work in the same position as one in which the Temporary Worker has previously been supplied within the previous five Business Days and the Required Assignment Information (with the exception of the date or likely duration of the Assignment) is the same as that already given to the Temporary Worker.
3.6 Subject to clause 3.5 and clause 3.7, where the Assignment is intended to last for five consecutive Business Days or less and the Required Assignment Information has previously been given to the Temporary Worker and remains unchanged, the Employment Business shall provide written confirmation of the identity of the Client and the likely duration of the Assignment.
3.7 Where the provisions of clause 3.6 have been met but the Assignment extends beyond the intended five consecutive Business Day period, the Employment Business shall provide the remaining Required Assignment Information to the Temporary Worker in paper or electronic form within eight Business Days of the start of the Assignment or by the end of the Assignment, if sooner.
3.8 If the Temporary Worker has completed the Qualifying Period on the start date of the relevant Assignment or completes the Qualifying Period during the relevant Assignment, the Temporary Worker will be informed of the Qualifying Period Rate of Pay if different from the Rate of Pay, together with the Other Qualifying Period Payments and the other Relevant Terms and Conditions to which the Temporary Worker is now entitled under the AWR 2010.
3.9 If the Temporary Worker considers that they have not received the Relevant Terms and Conditions on completion of the Qualifying Period, the Temporary Worker may raise this in writing with the Employment Business setting out as fully as possible the basis of their concerns. The Employment Business shall, within 28 days of receiving such request, provide the Temporary Worker with a written statement setting out:

(a) Relevant information relating to the basic work and employment conditions of the workers of the Client;
(b) The factors that the Employment Business considered when determining such basic work and employment conditions; and
(c) Where the Employment Business seeks to rely on the defence in regulation 5(3) of the AWR 2010, relevant information which:
(i) Explains the basis on which it is considered that an individual is a comparable employee; and
(ii) Describes the basic work and employment conditions applied to the employee

4. TEMPORARY TO PERMANENT
4.1 The Temporary Worker acknowledges that the Employment Business will be entitled to charge the Client the Introduction Fee where:
(a) The Client Engages the Temporary Worker within the Relevant Period; or
(b) The Client introduces the Temporary Worker to a third party (other than another employment business) who subsequently Engages the Temporary Worker within the Relevant Period.

4.2. The Introduction Fee will not be payable in the circumstances described in clause 4.1(a) if the Client agrees to extend the period of the Assignment for a specified period at the end of which the Temporary Worker may be Engaged by the Client without further charge.

5. TEMPORARY WORKER'S OBLIGATIONS
5.1 The Temporary Worker is not obliged to accept any Assignment offered by the Employment Business. If the Temporary Worker does accept an Assignment, the Temporary Worker shall:
(a) Co-operate with the Client's reasonable instructions and accept the direction, supervision and control of any responsible person in the Client's organisation;
(b) Observe any relevant rules and regulations of the Client's organisation (including normal hours of work) of which the Temporary Worker has been informed or of which the Temporary Worker should be reasonably aware;
(c) Co-operate with the Employment Business in completing and renewing all required compliance checks, including providing evidence of their identity, qualifications and ongoing right to work in the United Kingdom, and promptly notify the Employment Business of any change affecting their right to work or eligibility for an Assignment.
(d) Where the Assignment involves working with Vulnerable Persons, provide any qualifications, registrations, licences, Disclosure and Barring Service (DBS) certificates or other documentation reasonably required by the Employment Business or the Client.
(e) Take all reasonable steps to safeguard their own health and safety and that of any other person who may be present or be affected by their actions on the Assignment and comply with the health and safety policies of the Client;
(f) Not engage in any conduct detrimental to the interests of the Employment Business or the Client;
(g) Comply with all relevant statutes, laws, regulations and codes of practice from time to time in force in the performance of the Assignment and applicable to the Client's business, including without limitation, any equal opportunities or non-harassment policies.
(h) Use the Client's and the Employment Business's equipment, information technology systems, email, software and electronic communications responsibly and in accordance with all applicable policies.
(i) Keep confidential all Confidential Information obtained during an Assignment and comply with all data protection and information security requirements of the Client and the Employment Business.
(j) Promptly notify the Employment Business of any change to their personal details, bank account, tax status, immigration status or any other information that may affect their employment or payment.

5.2. If the Temporary Worker accepts any Assignment offered by the Employment Business, as soon as possible before the commencement of each such Assignment and during each Assignment (as appropriate) and at any time at the Employment Business' request, the Temporary Worker undertakes to:
(a) Inform the Employment Business of any Calendar Weeks whether before the date of commencement of the relevant Assignment or during the relevant Assignment in which the Temporary Worker has worked in the same or a similar role with the Client via any third party;
(b) Provide the Employment Business with all the details of such work, including (without limitation) details of when, where and the period(s) during which such work was undertaken, the role performed and any other details requested by the Employment Business; and
(c) Inform the Employment Business if before the date of the commencement of the relevant Assignment the Temporary Worker has:
(i) Completed two or more assignments with the Client;
(ii) Completed at least one assignment with the Client and one or more assignments with a member of the Client's Group; or
(iii) Worked in more than two roles during an assignment with the Client and on at least two occasions has worked in a role that was not the same role as the previous role.

5.3 If the Temporary Worker is unable to attend an Assignment or expects to be late, they must notify the Employment Business as soon as reasonably practicable and, where possible, at least one hour before their normal start time. The Temporary Worker must also comply with any absence reporting procedures notified by the Client.

5.4 The Temporary Worker shall immediately notify the Employment Business if they become aware of any circumstance that may affect their suitability, ability or legal entitlement to undertake an Assignment.

5.5 The Temporary Worker shall accurately complete and submit all timesheets or other authorised records of hours worked in accordance with the procedures of the Client and the Employment Business. Failure to do so may delay payment.

5.6 The Temporary Worker shall not make any public statement, social media post or other communication that could reasonably damage the reputation of the Client or the Employment Business.

6. REMUNERATION
6.1 Subject to the Temporary Worker submitting accurate and properly authorised timesheets (or other approved records of hours worked) in accordance with clause 7, and subject to any lawful deductions, the Employment Business shall pay the Temporary Worker the applicable Rate of Pay until the Temporary Worker completes the Qualifying Period. The applicable Rate of Pay will be confirmed in the relevant Booking Placement Form or Assignment confirmation.
6.2 Subject to clause 6.1, where the Temporary Worker has completed the Qualifying Period before or during an Assignment, the Employment Business shall pay:
(a) The Qualifying Period Rate of Pay; and
(b) The Other Qualifying Period Payments,

As set out in the relevant Booking Placement Form or Assignment confirmation and in accordance with the Agency Workers Regulations 2010.

6.3 Where the Relevant Terms and Conditions include a performance-related bonus to which the Temporary Worker may become entitled after completing the Qualifying Period, the Temporary Worker shall comply with any reasonable assessment procedures required by the Client or the Employment Business. Any bonus payable shall be subject to the applicable eligibility criteria and any deductions required by law.

6.4 payments will normally be made weekly by electronic bank transfer to the bank account nominated by the Temporary Worker, unless otherwise agreed in writing.

6.5 The Employment Business shall make all deductions required by law, including Income Tax, National Insurance contributions, pension contributions where applicable, and any other deductions authorised by the Temporary Worker or permitted under this Agreement.

6.6 Any query relating to pay or deductions should be notified to the Employment Business as soon as reasonably practicable and, where possible, within three months of the payment date.

6.7 Where authorised timesheets or other approved records of hours worked have not been received, the Employment Business will make reasonable efforts to verify the hours worked. Payment may be delayed until sufficient evidence has been obtained.

7. TIME SHEETS
7.1 The Temporary Worker shall accurately record all hours worked during each Assignment in accordance with the Client's or Recruitment Agency's time recording procedures. The Temporary Worker acknowledges that authorised hours worked will normally be provided directly to the Employment Business by the Client or Recruitment Agency.
7.2 Subject to clause 7.3, the Employment Business shall pay the Temporary Worker for all authorised hours worked on a weekly basis by 5:00 p.m. each Friday (where payment is due), regardless of whether the Employment Business has received payment from the Client or Recruitment Agency.
7.3 Where the authorised hours have not been received from the Client or Recruitment Agency, or where there is a dispute regarding the hours worked, payment may be delayed while the Employment Business makes reasonable enquiries to verify the hours worked. The Employment Business shall pay the Temporary Worker as soon as reasonably practicable once the authorised hours have been confirmed. No payment shall be made for hours that have not been worked.
7.4 For the avoidance of doubt and for the purposes of the WTR 1998, the Temporary Worker's working time shall only consist of those periods during which they are carrying out activities or duties for the Client as part of the Assignment. Time spent travelling to the Client's premises (with the exception of time spent travelling between two or more premises of the Client), lunch breaks and other rest breaks shall not count as part of the Temporary Worker's working time for these purposes. This clause 7.4 is subject to the Employment Business' obligations to provide the Temporary Worker with the Relevant Terms and Conditions on completion of the Qualifying Period.
7.5 The Temporary Worker acknowledges that knowingly providing false or misleading information regarding hours worked, or encouraging another person to do so, may constitute misconduct and may also amount to fraud under the Fraud Act 2006.

8. ANNUAL LEAVE
8.1 The Temporary Worker is entitled to statutory paid annual leave in accordance with the Working Time Regulations 1998, as amended from time to time.
8.2 The Temporary Worker acknowledges and agrees that the assignment rate offered by the Recruitment Agency or otherwise agreed directly with the Recruitment Agency includes an allowance in respect of statutory holiday pay. Top Line Management UK Limited does not provide any additional holiday funding beyond the amount included within the agreed assignment rate.
8.3 Top Line Management UK Limited acts solely as the payroll provider and administrator of the Temporary Worker's pay. Any holiday pay is funded entirely from the assignment rate agreed between the Recruitment Agency and the Temporary Worker.
Option 1 – Accrued Holiday Pay
(a) A percentage of the Temporary Worker's gross contractual earnings (currently 12.80%)* will be deducted from each payment and held as accrued holiday pay ("Holiday Pot").
(b) The Temporary Worker may request payment from their Holiday Pot when taking annual leave.
(c) Holiday pay will be processed through PAYE and will be subject to all applicable statutory deductions.
Option 2 – Weekly Holiday Pay
(a) No holiday pay will be retained by Top Line Management UK Limited.
(b) The Temporary Worker will receive the full contractual earnings each pay period, including the holiday pay element already included within the assignment rate.
(c) As holiday pay has already been paid, no further holiday pay will be available when annual leave is taken.
8.4 The Temporary Worker confirms that they understand the difference between the two holiday pay options and that their chosen option will remain in force until they notify Top Line Management UK Limited in writing that they wish to change it.

9. SICKNESS ABSENCE
9.1 If the Temporary Worker is unable to attend an Assignment due to sickness or injury, they must notify both the Employment Business and, where required, the Client or Recruitment Agency as soon as reasonably practicable, and where possible no later than one hour before their normal start time on the first day of absence.
9.2 Where the Temporary Worker satisfies the statutory qualifying conditions, they may be entitled to Statutory Sick Pay (SSP) at the applicable rate. The Temporary Worker will not be entitled to any contractual sick pay unless otherwise agreed in writing.
9.3 The Temporary Worker must comply with the Employment Business's sickness reporting procedures and provide any information or evidence reasonably requested in support of their absence.
9.4 Where required by law, the Temporary Worker must provide a valid Statement of Fitness for Work ("Fit Note") covering any period of sickness absence. The Temporary Worker must keep the Employment Business informed of their expected return to work and promptly notify the Employment Business of any change to their circumstances.
9.5 Where a Fit Note states that the Temporary Worker may be fit for work subject to certain adjustments, the Employment Business will discuss the recommendations with the Temporary Worker and, where appropriate, the Client or Recruitment Agency. Any adjustments will be subject to the operational requirements of the Assignment and the agreement of the Client.

10. TERMINATION
10.1 The Temporary Worker acknowledges that the continuation of an Assignment is dependent upon the continuation of the agreement between the Employment Business and the Client or Recruitment Agency. If that agreement ends for any reason, or the Client or Recruitment Agency requests that the Assignment be ended, the Assignment shall terminate immediately without liability to the Employment Business, except for payment due for authorised hours worked up to the date of termination.
10.2 Unless exceptional circumstances apply, if the Temporary Worker fails to notify the Employment Business of their inability to attend an Assignment in accordance with clause 5.3, the Employment Business may treat this as the Temporary Worker terminating the Assignment.
10.3 The Employment Business may terminate an Assignment at any time where:
(a) the Client or Recruitment Agency requests that the Assignment ends;
(b) the work is completed or is no longer available;
(c) the Temporary Worker is no longer suitable or eligible for the Assignment;
(d) the Temporary Worker breaches this Agreement or the Client's reasonable
policies or procedures; or
(e) it is necessary to do so for operational, legal or health and safety reasons.
10.4 The termination of an Assignment shall not terminate the Temporary Worker's contract with the Employment Business unless separately notified in writing.

11. INTELLECTUAL PROPERTY RIGHTS
Temporary Worker acknowledges and agrees that all Intellectual Property Rights in any work, materials, documents, designs, software, inventions, developments, reports, data or other materials created, developed or contributed to by the Temporary Worker during the course of an Assignment shall belong to the Client, unless otherwise agreed in writing.
The Temporary Worker shall promptly disclose any such Intellectual Property to the Employment Business or the Client and shall, both during and after the Assignment, execute all documents and do all acts reasonably required by the Employment Business or the Client to give effect to the Client's ownership of those Intellectual Property Rights.

12. CONFIDENTIALITY
12.1 In order to protect the Confidential Information, business interests and trade secrets of the Employment Business and the Client, the Temporary Worker agrees that they shall not, either during or after an Assignment (except where authorised by the Client or the Employment Business or required by law):
(a) disclose, use or permit the disclosure of any Confidential Information belonging to the Client or the Employment Business for any purpose other than the proper performance of the Assignment;
(b) copy, reproduce, download, store, remove or retain any document, record, electronic file, data or other material belonging to the Client or the Employment Business except where required in the proper performance of the Assignment.

12.2 The restriction in clause 12.1 does not apply to:
(a) Any use or disclosure authorised by the Client or the Employment Business or as required by law;
(b) Information that is lawfully in the public domain other than through a breach of this Agreement; or
(c) A protected disclosure made in accordance with section 43A of the Employment Rights Act 1996.
12.3 Upon the termination of an Assignment, or at any time upon request, the Temporary Worker shall immediately return to the Client or the Employment Business (as directed) all documents, equipment, identification cards, access cards, keys, passwords, security credentials, electronic devices and any other property belonging to the Client or the Employment Business, and shall permanently delete any Confidential Information held on any personal device or storage system, where requested and to the extent permitted by law.

13. DATA PROTECTION
13.1 The Employment Business will collect, use, store and process the Temporary Worker's personal data in accordance with the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and any other applicable data protection legislation.

13.2 The Temporary Worker acknowledges that their personal data may be processed by the Employment Business and shared, where necessary, with the Client, Recruitment Agency, payroll providers, pension providers, professional advisers, regulatory authorities, government bodies and other organisations where required for the purposes of recruitment, payroll administration, employment, legal compliance or the performance of this Agreement.

13.3 Where special category personal data or criminal offence data is processed, the Employment Business will do so only where permitted by law and where appropriate safeguards are in place.

13.4 Where personal data is transferred outside the United Kingdom, the Employment Business will ensure that such transfers are made in accordance with applicable data protection legislation and that appropriate safeguards are in place.

14. WARRANTIES AND INDEMNITIES
14.1 The Temporary Worker warrants that:
(a) all information and documentation provided to the Employment Business is true, accurate and complete;
(b) they possess and will maintain all qualifications, licences, certifications, skills, experience and authorisations required by law or reasonably required by the Client to perform the Assignment;
(c) they are not subject to any restriction, agreement or obligation that would prevent or adversely affect their ability to perform the Assignment;
(d) they have and will maintain the legal right to work in the United Kingdom throughout their engagement with the Employment Business and will immediately notify the Employment Business of any change to their immigration status or right to work.

14.2 The Temporary Worker shall indemnify the Employment Business and the Client against any loss, liability, cost, damage or expense (including reasonable legal costs) arising directly from:The Temporary Worker shall indemnify the Employment Business and the Client against any loss, liability, cost, damage or expense (including reasonable legal costs) arising directly from:
(a) any material breach of this Agreement by the Temporary Worker;
(b) any fraudulent, dishonest or negligent act or omission by the Temporary Worker in connection with an Assignment;
(c) any unauthorised disclosure or misuse of Confidential Information; or
(d) any infringement of the Intellectual Property Rights of the Client or any third party caused by the Temporary Worker.

15. ENTIRE AGREEMENT
15.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
15.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.
15.3 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives). A written copy of the varied terms, including the date from which they take effect, shall be given to the Temporary Worker no later than the fifth Business Day following the day on which the variation was agreed.

16. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
16.1 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, except where such rights are expressly granted under Clauses 10, 11, 12 and 14. This does not affect any right or remedy of a third party that exists independently of that Act.
16.2 The parties may terminate, amend, vary, waive or settle this Agreement without the consent of any person who is not a party to it.

17. SEVERANCE
17.1 If any provision of this Agreement (or part of any provision) is found by a court or other competent authority to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the remaining provisions of this Agreement shall not be affected.
17.2 If any provision (or part of a provision) is found to be invalid, illegal or unenforceable but would be valid, legal and enforceable if modified, the provision shall apply with the minimum modification necessary to make it valid, legal and enforceable while giving effect, as far as possible, to the original intention of the parties.

18. GOVERNING LAW AND JURISDICTION
18.1 This Agreement and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it, its subject matter or its formation shall be governed by and construed in accordance with the laws of England and Wales.
18.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to hear and determine any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with this Agreement, its subject matter or its formation.

19. ACKNOWLEDGEMENT
By signing this Agreement, the Temporary Worker confirms that:
(a) they agree to be employed and paid by Top Line Management UK Limited under the terms of this Agreement;
(b) they have read and understood the terms of this Agreement and have had the opportunity to ask questions before signing; and
(c) they agree that an administration fee of £20.00 plus VAT (where applicable) will be deducted for each work week during which payment is processed, in accordance with this Agreement.
This Agreement shall take effect from the date it is signed by the Temporary Worker.

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I agree that I am and I agree this is a legal representation of my signature for all purposes just the same as a pen-and-paper signature

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Timestamp

Audit

30 June 2026 15:25 BST

Paye -Umbrella Contract Uploaded by Joe Brown - pay@toplineltd.co.uk IP 141.195.151.41