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These Terms of Engagement are between
PHARMACONEX LTD (hereinafter called the “Company”)
(hereinafter Called the “Candidate”).
The headings in these terms of engagement shall not affect the interpretation of these terms.
Unless the context otherwise requires, references to the singular include the plural.
Reference to Legislation
Any reference to a statutory provision includes all re-enactments and amendments of it and the provisions of any regulations, orders or other delegated legislation made under it.
Assignment means the period during which a Candidate is supplied by the Company to render services to the Client on a temporary (i.e. non-permanent) basis.
Assignment Rate means the hourly rate as agreed by the Company and the Client for an Assignment, subject to Clause 8.
Basic Rate means 92% of the Assignment Rate.
Booking Form means the form provided by the Company to the Candidate at the time the Candidate accepts the booking and which confirms details of the Assignment to include location, duration, start/finish time, hourly rate and any other particulars.
Candidate means an applicant who is available for work through the Company whether as locum, temporary worker, incorporated independent contractor or a person seeking permanent employment.
Client means the person, firm or corporate body together with any subsidiary or associated company to whom the Candidate is supplied or introduced.
Company means Pharmaconex Limited, its successors and assigns.
Data Discloser means the party which discloses Shared Data to the other party.
Data Law means the Data Protection Act 1988 – 2018, the General Data Protection Regulation (“GDPR”) and SI336/2011 The European Communities Networks and Services)(Privacy and Electronic Communications) Regulations 2011.
Data Recipient means the party which receives Shared Data from the Data Discloser.
Data Security Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, the Shared Data.
Data Subject Access Request or DSAR has the same meaning as “Right of Access by the Data Subject” in Article 15 of GDPR.
Introduction means (i) the Client’s interview of a Candidate, following the Client’s request to the Company to supply a Candidate; or (ii) the passing to the Client of a curriculum vitae or information which identifies the Candidate and which leads to an engagement of that Candidate.
Shared Data means the data, including Personal Data, to be shared between the Company and the Client.
Services means the recruitment services to be provided by the Company to the Client.
2.1 Application of Terms: These terms of engagement constitute a contract between the Candidate and the Company and govern all Assignments undertaken by the Candidate whereby the Candidate will be assigned to provide services to clients.
2.2 No obligation to provide Assignments: The Company shall make Assignments available to Candidates and it will be a matter for the Candidate to accept any Assignment. The Company is not obliged to provide any assignments to the Candidate. Should the Company fail to provide an Assignment to the Candidate this shall not give rise to any liability on the part of the Company.
2.3 No obligation to accept: The Candidate is not obliged to accept an Assignment from the Company.
2.4 Terms apply on acceptance: If the Candidate accepts an Assignment from the Company these Terms of Engagement shall apply.
2.5 Booking Form: On the acceptance of each Assignment the Company shall issue a Booking Form which confirms the details of each Assignment. The Booking Form along with these Terms of Engagement form the Candidates terms and conditions of employment.
2.6 Failure to meet obligations: If the Candidate accepts an Assignment offered by the Company and fails to meet their obligations of that Assignment by not reporting to the Client site and in so doing fails to honour the terms of the Assignment, the contract between the Candidate and the Company shall cease with immediate effect without notice.
2.7 No contract between Assignments: Between Assignments no contract shall exist between the Company and the Candidate.
2.8 Place of work: The Company’s Office is located at Suite 145, Mary’s Abbey, Capel Building, Dublin 7 . On acceptance of an Assignment the Candidate will be required to work at the Clients premises as stated on the Booking Form. The Candidate may be required to change location subject to Company or Client requirements. The Candidate will be given as much notice of any such change of place of work as is reasonably practicable.
2.9 Hours of work: Candidate’s hours of work will vary based on the Client’s business need and will be in accordance with statutory requirements. These hours may vary based on the Client’s business requirements in which case the Candidate will receive as much notice as possible. The Candidates normal hours of work will be given to the Candidate in the Booking Form on acceptance of an Assignment. All hours of work offered on an Assignment and accepted by a Candidate will be in accordance with the Organisation of Working Time Act 1997.
2.10 Breaks and rest periods: The Candidates rest arrangements will be given in line with the Organisation of Working Time Act 1997 and in line with the break arrangements specific to the Assignment the Candidate is on. The Candidate will be made aware on each Assignment of the particulars in relation to breaks but in any case will always be in compliance with the Organisation of Working Time Act 1997.
2.11 Conduct of Assignments: By accepting Assignment(s), the Candidate agrees during the course of every Assignment and afterwards, as appropriate, to:
- Co-operate with the Client’s staff and accept the direction, supervision and instruction of any responsible person in the Client’s organisation.
- Observe any rules and regulations of the Client’s establishment to which attention has been drawn or which the Candidate might reasonably be expected to ascertain.
- Conform to the normal hours of work currently in operation at the Client’s establishment, unless otherwise agreed.
- Comply with the Standard Operating Procedure of the Client.
- Comply with the Health and Safety policy of the Client and take all reasonable steps to safeguard his/her own safety and the safety of any other persons who they may reasonably come into contact with during the course of their Assignment.
- Refrain from engaging in any conduct which would be detrimental to the interests of the Client and/or the Company.
- Advise the Company if they have been offered permanent employment by the Client and provide details of any remuneration offered.
- Inform the Company directly by telephone at least two hours or as soon practical before the scheduled Assignment commencement time, if for any reason they are unable to attend an Assignment. Text messages are not acceptable. This enables the Company to make alternative arrangements. Failure to meet this requirement may result in termination of the Terms of Engagement.
3. COMPLIANCE WITH EMPLOYMENT LAW
The Company hereby confirms that the Client has agreed to comply in all respects with all Employment Law including, but not limited to, the Organisation of Working Time Act 1997, the Protection of Employees (Temporary Agency Work) Act 2012, Employment Equality Acts 1998-2015, the Safety, Health and Welfare at Work Acts 2005-2014, Workplace Relations Act 2015 and any Regulations made thereunder.
4. COMPLIANCE WITH PHARMACY ACT 2007
The Candidate hereby confirms that the Candidate shall comply in all respects with all statutes including, but not limited to, the Pharmacy Act 2007 and any regulations made thereunder and to any codes of practice and legal requirements to which the Candidate and/or Client is subject. In particular the Candidate will ensure that he/she is fully familiar and conversant with the Clients Standard Operating Procedures (SOP) that are provided.
5. STANDARD OF SERVICES
If the Client terminates the Assignment due to poor or inappropriate presentation, conduct or service, or failure to comply with the Clients SOP, the Company will only be liable to pay the Candidate for hours actually worked.
6. ASSIGNMENT RATE
6.1 The Company shall pay to the Candidate the Basic Rate based on the Assignment Rate agreed at the time the Candidate accepts the booking for the Assignment for all hours worked during the Assignment in accordance with the Booking Form.
6.2 The Company will be responsible for the Candidates PAYE, PRSI and USC contributions and accounting to the relevant authorities for such deductions. Full details and breakdown of all remuneration and deductions will be on the Booking Form and will be confirmed on the issuing of payslip after payroll is processed.
6.3 The Company shall also ensure that the Candidates receive their entitlements and shall be fully complaint with and discharge its obligations under the Organisation of Working Time Act 1997.
6.4 If an Assignment is cancelled upon arrival of the Candidate for the Assignment without prior notice, the Company will charge the Client as if the Candidate had completed the Assignment and pay the Candidate accordingly.
6.5 The Company does not operate a sick pay scheme and there is no entitlement to be paid if a Candidate is unable to undertake an Assignment due to illness.
On completion of an Assignment the Candidate will complete a timesheet which the Company will forward to the Client. The Client shall have a period of 48 hours to accept or raise an issue with the timesheet, after which period the Client shall be deemed to have accepted the timesheet as confirmation of the hours worked by the Candidate on an Assignment, and the Candidate will be paid accordingly.
Failure by a Candidate to submit timesheets will lead to delays in processing payments.
8. DIRECT BOOKING
The Candidate hereby confirms and warrants that in the event a Client engages him/her by Direct Booking the Candidate shall notify the Company and submit appropriate timesheets to enable the Company to process the payment to the Candidate.
9. ANNUAL LEAVE
The Company calculates a Candidates annual leave entitlement as 8% of the hours worked in the leave year, subject to a maximum of 4 working weeks. The holiday year runs for 12 months from 1 January. Leave entitlement accrues pro rata for each month of employment.
The Assignment Rate agreed between the Company and the Client for each assignment includes a portion in respect of payment for Annual Leave at a rate of 8%.
The Candidate is entitled to take his/her annual leave as it accrues monthly. The Company shall discharge to the Candidate the Basic Rate unless the Candidate confirms to the Company that he/she is taking annual leave and the dates of same, in which case the the Company shall discharge holiday pay to the Candidate at the rate of 8% in respect of his/her accrued annual leave entitlement
The Candidate may take his/her accrued annual leave entitlement each month. In that event the Candidate must notify the Company of the taking of such leave and the dates of same, and in that event the Company shall pay to the Candidate the full Assignment Rate, being the Basic Rate and accrued holiday entitlement.
A Candidate must ensure that he/she takes his/her annual leave within the relevant year of entitlement. No payment can be made in lieu of holidays as this is against legislative requirements.
Statutory Public Holidays (9 days) are in addition to your normal annual leave entitlement and are included in the calculations above.
The Candidate shall inform the Company of when the Candidate is taking annual leave and the Company shall record all such periods of annual leave taken.
The Company does not operate a pension scheme but facilitates a Personal Retirement Savings Account (PRSA) with a third party service provider. The Company will not make contributions to this scheme but facilitates the deduction of regular contributions and their onward payment to the third party PRSA service provider through payroll deduction.
11. CONFIDENTIAL INFORMATION
During an Assignment a Candidate may have access to and will be entrusted with confidential information relating to the business of the Client. This includes but is not limited to sensitive information on Customers of Clients.
You may not during an Assignment (otherwise than in the proper performance of your duties and then only to those who need to know such information) or afterwards (otherwise than with the prior written consent of the Company or Client or as required by law) use or disclose any confidential information concerning the business of the Client or in respect of which the Client may be bound by an obligation of confidence to any third party.
12. INCORPORATED INDEPENDENT CONTRACTORS
If a Candidate elects to incorporate a private limited company to provide services, the Candidate shall be solely responsible for all of his/her/its taxes, liabilities and charges. The Company shall not under any circumstances be deemed to an employer of the Candidate, and Clauses 6.2, 9 and 10 do not apply.
13. DATA PROTECTION
Sharing of Personal Data – This section sets out the framework for the sharing of data, including Personal Data and Sensitive Personal Data or Special Category of Personal Data, between the Company and its Client as Data Controllers and defines the principles and procedures that the parties shall adhere to and the responsibilities of the parties.
Agreed Purposes – The parties agree to only process Shared Data as described below under the heading “Types of Data” to
- Allow the Company’s Clients to evaluate and recruit Candidates and access the Company’s Services; and
- Enable the Company to provide the Services.
General Compliance – The Company and its Client shall at all times ensure compliance with the Data Law and all other applicable laws and codes of practice and guidance as may be issued by the Data Protection Commissioner.
Types of Data – The following types of Personal Data will be shared between the Company and its Client:
- Candidate name and contact information;
- Candidate education achievements and qualifications;
- Candidate employment history;
- Candidate references; and
- Salary and remuneration requirements.
No irrelevant or Excessive Data – The Shared Data must not be irrelevant or excessive with regard to the Agreed Purposes.
Fair and Lawful Processing – The Company and its Clients shall ensure that it processes the Shared Data fairly and lawfully in accordance with the following legal grounds (“Grounds for Processing”):
- The Data Subject has freely given his/her explicit, specific and unambiguous consent;
- Processing is necessary for the performance of a contract to which the Data Subject is a party or in order to take steps at the request of the Data Subject prior to entering a contract;
- Processing is necessary for compliance with a legal obligation to which the Company and its Clients are subject, other than imposed by contract;
- Processing is necessary in order to protect the vital interests of the Data Subject;
- Processing is necessary for the purposes of the legitimate interests pursued by the Company and its Clients except where the processing is unwarranted in any particular case by reason of prejudice to the rights and freedoms or legitimate interests of the Data Subject.
Retention Periods – The Company and its Clients shall retain or process Shared Data for the longest of the following retention periods that applies:
a) the period that is necessary to carry out the Agreed Purposes; or
b) any period prescribed by applicable law or by best industry practice.
Return of Data – The Data Recipient shall ensure that any Shared Data are returned to the Data Discloser or destroyed securely (following which each party shall notify the other that the Shared Data in question has been deleted) once processing of the Shared Data is no longer necessary for the purposes they were originally shared for, as set out under “Agreed Purposes”.
Transfers – The Data Recipient shall not disclose or transfer the Shared Data to a third party data controller or processor.
Security and Training – The Company and its Clients shall use appropriate safeguards to protect the Shared Data from misuse and unauthorised access or disclosure, including, without limitation:
- maintaining adequate physical controls and password protections;
- ensuring that data stored on any mobile device (for example, a laptop or smartphone) or transmitted electronically is encrypted; and
- taking all other measures reasonably necessary to prevent any use or disclosure of the data other than as allowed under this section.
Data Security Breaches and Reporting Procedures – The Company and its Clients undertake to notify any potential or actual losses of the Shared Data to each other as soon as possible and, in any event, within two (2) calendar days of identification of any potential or actual loss, and agree to provide reasonable assistance as is necessary to each other to facilitate the handling of any Data Security Breach.
If any covenant or provision herein is determined to be void or unenforceable in whole or in part for any reason whatsoever such unenforceability or invalidity shall not affect the enforceability or validity of the remaining covenants or provisions or parts thereof contained in this Terms of Engagement and such void or unenforceable covenants or provisions shall be deemed to be severable from any other covenants or provisions or parts thereof herein contained.
14.2 Survival of Obligations
The expiration or determination of this Terms of Engagement, howsoever arising, shall not affect such of the provisions hereof as are expressed to operate or have effect thereafter and shall be without prejudice to any right of action already accrued to either party in respect of any breach of this Agreement by the other party.
A waiver by either party of any breach by the other party of any of the terms provisions or conditions of this Terms of Engagement or acquiescence of such party in any act (whether commission or omission) which but for such acquiescence would be a breach as aforesaid, shall not constitute a general waiver of such term provision or condition or of any subsequent act contrary thereto.
Any notice or other communication required under this Terms of Engagement shall, if given by the Company, be deemed to have been duly given if delivered by hand to you or sent by ordinary post to the most recent address which you have advised to the Company and, if given by you, shall be deemed to have been duly given if delivered by hand or by ordinary prepaid post to the Company.
14.5 Entire Agreement
This Terms of Engagement embodies the entire agreement and understanding between the parties and is in substitution for any previous agreements made between the Company and a Candidate and any such offers or agreements are hereby deemed to have been withdrawn or terminated by mutual consent from the date of commencement of this Terms of Engagement.
14.6 Changes to Terms and Conditions
The Company reserves the right to amend or vary the terms and conditions in this Terms of Engagement or any of its policies, processes, procedures or protocols. Where there are changes you will be notified in a written statement within one month of the change taking effect in writing or, by notice or by circular letter or email.
Your Contract with the Company shall automatically terminate when you reach the Company’s normal retirement age of 65 years, where such termination can be objectively justified.
14.8 Notice of Termination
In the event of the termination of this Terms of Engagement, the Candidate will receive notice in line with the Minimum Notice and Terms of Employment Acts 1973 – 2014. Where the Candidate intends to terminate these Terms of Engagement, the Candidate will be required to give the Company one week’s notice in writing. Nothing in this Contract shall prevent the giving of a lesser period of notice by either party where it is mutually agreed. In the event that the Candidate does not seek an Assignment for a period of 1 calendar month, the Candidate shall be deemed to have terminated these Terms of Engagement.