Agreement Dated: ______________________________

 

EMPLOYMENT AGREEMENT

Between:

ADEFEY GROUP LTD

Company

 

And

 

[NAME OF EMPLOYEE]

Employee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PARTIES

(1)        Adefey Group Ltd a company incorporated in England and Wales under number 12573422, whose registered office is at 6 Ashfield Road, Doncaster, England, DN4 8QD (Company).

(2)        [Name] of [Address] (Employee, You)

BACKGROUND

(A)   The Company believes that the Employee has the necessary qualifications, experience and abilities to assist and benefit the Company and its business.

 

(B)   The Company desires to employ the Employee and the Employee has agreed to accept and enter into such employment upon the terms and conditions agreed herein.

 

1.          Definitions and interpretation

1.1.         In this Agreement the following expressions will, unless the context otherwise requires, have the meanings set opposite them:                   

Basic Salary	has the meaning given to it in clause 7.1;
Capacity	as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Client	means any person, firm, company or other undertaking, who was provided (directly or indirectly) with goods and/or services by the Company or any Group Company and with whom you dealt at any time during the Relevant Period (other than on a minimal basis) or about whom you had access to Confidential Information;
Commencement Date	the date specified in clause 2.2 (notwithstanding the date of execution of this Agreement);
Competing Business	means any business in the Territory which competes, or proposes to compete, with any business carried on by the Company or any Group Company, in which you were involved (other than on a minimal basis) at any time during the Relevant Period or about which you had access to Confidential Information.
Confidential Information	has the meaning given to it in clause 21.1;
Employment	your employment by the Company under this Agreement.
Group Company	any holding company or any subsidiary of the Company and any associated company of the Company as defined in s231 of Employment Rights Act 1996.
Incapacity	any sickness, accident, injury or other incapacity which renders you incapable of properly performing your duties under this Agreement.
Intellectual Property Rights	means without limitation any rights in inventions, patents, utility models, copyright, trademarks, trade names, domain names, design rights, designs, service marks, rights in get-up, database rights, know-how, trade secrets, semiconductor topography rights and any other rights of a similar nature, and, in each case: (i) whether or not registered or capable of protection by registration, (ii) including the right to apply to register any of them, (iii) including any applications to protect or register such rights, (iv) including all renewals and extensions of such rights or applications, (i) whether vested, contingent or future, and (vi) wherever existing;
Invention	means any invention, idea, concept, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any material form: (i) created or provided by you (either alone or jointly with others) in the course of your employment with the Company or (ii) arising out of this Agreement or any duties assigned to you by the Company (or any Group Company) or (iii) arising as a result of your special obligation to further the interests of the Company (or any Group Company), in each case (whether or not during your normal working hours or using Company (or any Group Company) premises or resources.
Probationary Period	has the meaning given to it in clause 5.1 and 5.2
Prospective Client	means any person, firm, company or other undertaking with whom or which, at any time during the Relevant Period, the Company or any Group Company was in discussion with a view to providing goods or services, and in which discussions you were involved (other than on a minimal basis) or of which discussions you had knowledge or about which discussions you had access to Confidential Information;
Relevant Period	means the period of 12 months ending with the Termination Date.
Restricted Employee	means any person employed or engaged by the Company, or any Group Company at any time during the Relevant Period and with whom you had dealings, line manager and/or about whom you have access to Confidential Information.
Restricted goods or services	means goods or services of the same type as, or similar to, goods and/or services supplied by the Company or any Group Company (1) at the Termination Date, or (2) at any time during the Relevant Period;
Supplier	means any person, firm, company or other undertaking who or which has provided goods or services (other than utilities or administration-related supplies) to the Company or any Group Company and with whom you dealt at any time during the Relevant Period (other than on a minimal basis) or about whom or which you had access to Confidential Information.
Termination	the termination of your employment with the Company howsoever arising.
Termination Date	the date on which the Employment terminates for whatever reason.
Territory	means any country in which at the Termination Date the Company or any Group Company carries on business or proposes to carry on business.
Works	means without limitation any and all works of authorship, products, materials, research, processes, systems, programs (including software programs and source code), formulae, component lists, operating and training manuals, databases, instructions, manuals, brochures, catalogues, process descriptions, know-how, data, diagrams, charts, results, reports, information, methodologies, designs, documents, models, prototypes, sketches, drawings, plans, photographs, specifications and studies created or provided by you (either alone or jointly with others) in the course of your employment with the Company or arising from this Agreement or any duties assigned to you by the Company (or any Group Company) (whether or not during your normal working hours or using Company(or any Group Company) premises or resources).

1.2.         In this Agreement:

1.2.1.      any reference to this Agreement or to any other document include any permitted variation or amendment to this Agreement or such other document;

1.2.2.      the use of the singular includes the plural and vice versa and words denoting any gender will include a reference to each other gender;

1.2.3.      any reference to a clause or Schedule is, except where expressly stated to the contrary, reference to the relevant clause of or Schedule to this Agreement;

1.2.4.      clauses and Schedule headings and the use of bold type are included for ease of reference only and will not affect the construction or interpretation of any provision of this Agreement;

1.2.5.      any reference to any statute, statutory instrument, order, regulation or other similar instrument (including any retained European Union order, regulation or instrument) will be construed as including references to any statutory modification, consideration or re-enactment of that provision (whether before or after the date of this Agreement) for the time being in force including all instruments, orders or regulations then in force and made under or deriving validity from it;

1.2.6.      any phrase introduced by the terms ‘include’, ‘including’, ‘in particular’ or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms.

2.          Appointment

2.1.         The Company will employ you on the terms and conditions set out in this Agreement.

2.2.         Your employment with the Company under this contract will start on the [START DATE] (the ‘Commencement Date”) and shall continue, subject to the remaining terms of this Agreement, until terminated by either party giving the other not less than required Notice as set out in the clause 16.1 of this Agreement. No previous employment will count towards your period of continuous employment with the Company.

3.          Employee Warranties

3.1.         You represent and warrant to the Company that:

3.1.1.      by entering into this Agreement or performing any of your obligations under it, you will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on you and undertake to indemnify the Company against any claims, costs, damages, liabilities, or expenses which the Company may incur as a result if you are in breach of any such obligations;

3.1.2.      you are not subject to any restriction which will materially hinder or restrict you from performing any duties which you are or may be required to perform under this Agreement or any other agreements or arrangements made between you and the Company or any Group Company;

3.1.3.      you are entitled to work in the United Kingdom without any additional approvals and will notify the Company immediately if you cease to be so entitled during the appointment.

3.1.4.      all of the information that you have provided to the Company, and any third party acting on behalf of the Company and/or Group Company prior to the commencement of the Employment is complete, true and up-to-date and you have not deliberately omitted any material information relevant to your employment.

4.          Duties

4.1.         You shall serve the Company as Healthcare Assistant/Support Worker or in such other capacity as the Company may from time to time reasonably direct, subject to and in accordance with the terms of this contract.

4.2.         You shall report to your Manager. The Company may from time to time change the person you should report to but if the Company does so, you shall be notified in writing.

4.3.         During your Employment, you shall:

4.3.1.      unless prevented because of illness or accident or during an authorised absence, devote the whole of your time, attention and abilities to the business of the Company and not engage in any activities which would conflict with the proper performance of your duties or with the Company’s or Group Company’s business interests;

4.3.2.      diligently exercise such powers and perform such duties as may from time to time be assigned to you by the Company together with such person or persons as the Company may appoint to act jointly with you;

4.3.3.      obey all reasonable and lawful directions from time to time given to you by the Company and comply with all rules, regulations, policies and procedures of the Company or any Group Company for which you are required to carry out duties;

4.3.4.      report your own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee of the Company to your line manager immediately on becoming aware of it;

4.3.5.      use your best endeavours to promote, develop and protect the business, interests, goodwill and reputation of the Company and any Group Companies;

4.3.6.      be courteous and professional with colleagues and Clients;

4.3.7.      not make any public statement or take or omit to take any action which results in (or has a foreseeable risk of resulting in) the disclosure of any Confidential Information of the Company or any Group Company without prior written approval from your line manager;

4.3.8.      without prejudice to the generality of clauses 4.3.1 to 4.3.7, ensure that the Company, is aware as soon as practicable of:

4.3.8.1.     any activity, actual or threatened, which might affect the interests of the Company and/or any Group Company;

4.3.8.2.     any actual, potential, or maturing business opportunity enjoyed by the Company or any Group Company;

4.3.8.3.     your own misconduct or the misconduct of any agent, employees, officer, or worker of the Company or any Group Company of which you are, or ought reasonably to be, aware;

4.3.8.4.     any offer of engagement or approach made by a competing business to you or any agent, employee, officer, or worker of the Company or any Group Company of which you are, or ought reasonably to be, aware;

4.3.8.5.     the intention (whether settled or not) of you or any agent, employee, officer, or worker of the Company or any Group Company who reports directly or indirectly to you to resign from their employment or engagement with the Company or any Group Company and which arises in relation to the business area for which you are responsible

4.3.9.      not use (or allow to be used) your knowledge of or connection with the Company or your knowledge of or connection with any of the customers, clients, or suppliers of the Company for any purpose other than for the performance of your duties; and

4.3.10.   comply with the standards of professionalism as expected in the industry.

4.4.         During the Employment, you may (without further remuneration), if reasonably required by the Company, be seconded to and/or carry out duties on behalf of any Group Company and/or Client as long as this does not result in any diminution in status or material change to your duties. If you are seconded, your salary will not be reduced but may be increased at the discretion of the Company for the duration of your secondment.

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4.5.         You may be required to undertake alternative, additional or ancillary duties from time to time or to transfer to another part of the business as the Company may reasonably direct.

4.6.         You shall comply with any rules, policies and procedures set out in the Staff Handbook, a copy of which is available from your line manager. The Staff Handbook does not form part of this Agreement and the Company may amend it at any time. To the extent that there is any conflict between the terms of this Agreement and the Staff Handbook, this Agreement shall prevail.

5.          Probationary period

5.1.         The first three months of your employment (from the Commencement Date) will be a probationary period (the “Probationary Period”), during which the Company will monitor your performance and conduct.

5.2.         If the Company is not satisfied with your performance or conduct during the Probationary Period, the Company may at its sole discretion extend the Probationary Period by a period of up to a further three months. If so, you will receive written confirmation of the extension. Reference to the Probationary Period in this contract includes any extension of it.

5.3.         During the Probationary Period, the Company or you may end your employment by giving the other one week’s written notice. The Company retains the right to pay for it in lieu.

6.          Hours of work

6.1.         You are employed on shift work in accordance with the rota prepared by your line manager for the relevant week, which will be notified to you with reasonable notice.

6.2.         Your days and hours of work are variable and the shift hours you may be required to work are Monday to Sunday. The Employer reserves the right to make alterations to the timing of shift patterns on reasonable notice to you.

6.3.         Some of your shifts may fall over night. If your shifts render you a night-time worker, you will not be required to work more than an average of 12 hours a night. You must not work more than an average of 12 hours in any 24 hour period.

6.4.         During each shift worked, you are entitled to an unpaid meal break of one hour to be taken at such times as may be specified by your supervisor.

6.5.         In certain circumstances it may be necessary to adjust your hours in order to ensure that your duties in accordance with the terms of the Employment are properly performed.

6.6.         You will be paid for any overtime worked at your normal hourly rate.

 

7.          Salary

7.1.         The Company will pay you a basic salary at the rate of £10.10 per hour or such other rate as may be agreed with you from time to time by the Company in writing ('Basic Salary').

7.2.         Basic Salary/Wages (less tax and statutory and other deductions) will be payable by equal monthly/weekly instalments in arrears on or about the last working day of each calendar month by automated transfer to an account specified by you and will be deemed to accrue from day to day or every Friday of a new week as the case may be.

7.3.         Your pay will be reviewed annually and may be increased from time to time at the Company’s discretion without affecting the other terms of your employment. There is no obligation to award an increase. There will be no review of your pay after notice has been given by either party to terminate your employment.

7.4.         You authorise the Company to deduct any sums you owe to the Company at any time (to include, without limitation, the balance of any season ticket loan, salary, and repayment of pay for holiday taken in excess of your accrued entitlement, training costs, sick leave or any other overpayment, costs of replacement items if you fail to comply with clause 19.1.1 and cost of repair or replacement of any damage to company property that is the result of your carelessness, negligence and/or deliberate vandalism) from your wages and/or from any other sums due to you under this contract (to include, without limitation, any payment in lieu of notice, bonus, holiday pay or sick pay) at any time during your employment and/or when it ends.

8.          Bonus

8.1.         The Company may at its sole and absolute discretion choose to pay to you a bonus from time to time. Such bonus is non-contractual. The Company will determine the timing and amount of any bonus in its sole and absolute discretion. If the Company decides to pay a bonus to you, such bonus will not be payable unless, on the date payment of the bonus is made, you are still in employment with the Company and neither you nor the Company has given or received notice of termination of employment. The making of a bonus payment to you in respect of any one period will not confer upon you or imply a right to a bonus payment in respect of any future period.

8.2.         Any bonus payment you may receive is not pensionable and will not be taken into account for the purpose of calculating your pension entitlement or pension contributions, except to the extent that it forms part of your qualifying earnings for the purposes of automatic enrolment, under section 13 of the Pensions Act 2008.

9.          Expenses

9.1.         The Company shall reimburse (or procure the reimbursement of) all reasonable expenses wholly, properly and necessarily incurred by you in the course of your employment, subject to the Company's policy from time to time and to the production to the Company of such evidence of expenditure as the Company may require.

9.2.         You shall abide by the Company's policies on expenses as communicated to you from time to time.

10.       Place of Work

10.1.       You will be required to work at various locations. You will be notified of the relevant place of work for each period. The Company may reasonably require to change the work place with short notice for the proper performance and exercise of your duties.

10.2.       You are required to inform us as soon as possible if you plan to change your home address.

10.3.       During your employment, you shall not be required to work outside the United Kingdom for any continuous period of more than one month.

11.       Holiday

11.1.       During the Employment you will be entitled to 20 working days’ paid holiday in each holiday year (in addition to bank and other public holidays in England).

11.2.       The holiday year runs from 6th April to 5 April each year. Your holiday entitlement incorporates your statutory basic, additional annual leave entitlement and your contractual leave. You will be deemed to take your statutory basic annual leave entitlement first, then your statutory additional annual leave entitlement, and finally any additional contractual annual leave entitlement.

11.3.       The Company may require you to take holidays on particular dates including during any notice period or Garden Leave. You will be given reasonable notice, which may be shorter than notice under the Working Time Regulations 1998.

11.4.       Holiday entitlement in the holiday year in which the Employment commences and the holiday year in which the Employment terminates will be proportionate to your period of service during that holiday year (rounded up to the nearest half a day).

11.5.       You must take all your holiday during the holiday year in which it accrues and carrying holiday forward is not permitted unless you have been prevented from taking it in the relevant holiday year by a period of sickness absence, statutory maternity leave, paternity, adoption, parental or shared parental leave or any other statutory leave which prevented you from taking the holiday. In cases of sickness absence, carry-over is limited to four weeks' holiday per year less any leave taken during the holiday year that has just ended. Any such carried over holiday which is not taken within six months of the end of the relevant holiday year will be lost.

11.6.       The Company shall not pay you in lieu of untaken holiday except on termination of employment. On termination of the Employment, you will be entitled to pay in lieu of accrued but untaken statutory holiday entitlement in respect of the holiday year in which the Employment terminates. The amount of such payment in lieu shall be 1/260th of your full-time equivalent salary for each untaken day of your entitlement. If you are employed on a part-time basis, this will be pro-rated accordingly.

11.7.       You will be required to repay to the Company any salary received for holiday taken in excess of your actual holiday entitlement, calculated on the basis set out in clause 11.6 above. The Company will be entitled to deduct any amount due to be repaid to it in respect of such excess holiday entitlement from your final payment of Basic Salary and any other sums due to you under this Agreement.

11.8.       If the Company has dismissed or would be entitled to dismiss you or you have resigned such payment in lieu shall be limited to your statutory entitlement under the Working Time Regulations 1998, and any paid holidays (including paid public holidays) taken shall be deemed first to have been taken in satisfaction of that statutory entitlement.

11.9.       The Company may require for you to work on any statutory or public holidays in which case you shall receive a day off in lieu.

11.10.    You must give the Company not less than three weeks' written notice of proposed holiday dates. Your line manager must agree you holiday dates in advance and may refuse a request having regard to the reasonable requirements of the business.

11.11.    During your holidays, you will be paid based on your average remuneration in the 52-week period preceding the start of your holiday, as calculated in accordance with the Employment Rights Act 1996.

12.       Other paid leave

12.1.       You are eligible for other paid leave, including maternity leave, adoption leave, paternity leave, parental leave, shared parental leave, dependants leave, compassionate leave, bereavement leave, training and study leave and leave for public duties, in accordance with the Company’s current policies, as amended from time to time, subject to your complying with the relevant statutory and other conditions and requirements in order to be entitled to the leave and pay.  Copies of our policies are available from your line manager.

13.       Training

13.1.       The Company may offer in-house and external training and, in some cases, time off work to undertake training, subject to certain eligibility requirements and other conditions. Details of this training are set out in our training policy, as amended from time to time.

13.2.       We require you undertake compulsory induction training when you start working for us. We bear the cost of this training.

14.       Incapacity

14.1.       Incapacity means any sickness, injury or other medical disorder or condition which prevents you from carrying out your duties (the “Incapacity”)

14.2.       If you are absent from work due to Incapacity, you shall notify the Manager of the reason for the absence as soon as possible but no later than 07:00 am on the first day of absence.

14.3.       You shall certify your absence based on how many days you have been off work sick. If you are off work sick for seven days or less, you will be able to self-certify. If you are off sick for more than seven days, you will need to provide evidence or proof to the Company that you have been ill. This will normally be in a fitness note from your GP.

14.4.       Subject to your compliance with this Agreement and the Company sickness policy (if available and as amended from time to time) you shall receive statutory sick pay. Your qualifying days for SSP purposes are Monday to Friday or your standard working days if you are employed on a part-time basis.

14.5.       As your pay during any period of Incapacity is SSP only, the level of contributions in respect of your membership of the Pension Scheme may continue, subject to the relevant pension scheme rules in force at the time of their absence.

14.6.       You agree to consent to medical examinations (at the Company’s expense) by a doctor nominated by the Company should the Company so reasonably require. You agree that any report produced in connection with any such examination may be disclosed to the Company and the Company may discuss the contents of the report with the relevant doctor.

14.7.       If the Incapacity is or appears to be occasioned by actionable negligence, nuisance or breach of any statutory duty on the part of a third party in respect of which damages are or may be recoverable, you shall immediately notify the Company of that fact and of any claim, settlement or judgment made or awarded in connection with it and all relevant particulars that the Company may reasonably require. You shall, if required by the Company co-operate in any related legal proceedings and refund to the Company that part of any damages or compensation recovered by you relating to the loss of earnings for the period of the Incapacity as the Company may reasonably determine less any costs borne by you in connection with the recovery of such damages or compensation, provided that the amount to be refunded shall not exceed the total amount paid to you by the Company in respect of the period of Incapacity.

14.8.       The rights of the Company to terminate your employment under the terms of this Agreement apply even when such termination would or might cause you to forfeit any entitlement to sick pay, permanent health insurance, or other benefits.

15.       Disciplinary and grievance matters

15.1.       You are subject to the Company’s disciplinary and grievance rules and procedures, copies of which are available from your line manager. These procedures do not form part of this Agreement and may be altered or added to from time to time.

15.2.       If you want to raise a grievance or appeal against the outcome of the decision you will do so in accordance with the Company's grievance procedure.

15.3.       The Company, in its absolute discretion, may suspend you from any or all of your duties for no longer than is necessary to investigate any disciplinary matter involving you or so long as is otherwise reasonable while any disciplinary procedure against you is outstanding.

15.4.       Any such suspension is without prejudice to the Company’s right to subsequently end your employment on the same or any other ground.

15.5.       During any period of suspension:

15.5.1.   you shall continue to receive your basic salary and all contractual benefits in the usual way and subject to the terms of any benefit arrangement;

15.5.2.   you shall remain an employee of the Company and bound by the terms of this Agreement;

15.5.3.   you shall ensure that the Director knows where you will be and how you can be contacted during each working day (except during any periods taken as holiday in the usual way)

15.5.4.   the Company may exclude you from your place of work or any other premises of the Company; and

15.5.5.   the Company may require you not to contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser, or other business contact of the Company.

16.       Pension

16.1.       If you are eligible, the Company will enrol you automatically into a pension scheme in accordance with its obligations under Part 1 of the Pensions Act 2008. Details of the scheme will be provided when you join the scheme. If you do not decide to opt-out of automatic enrolment, you will be required to make pension contributions to the scheme at the level set out under Part 1 of the Pensions Act 2008 from time to time and you agree to the Company deducting such contributions from your salary each month. The scheme is subject to its rules as may be amended from time to time, and the Company may replace the scheme with another pension scheme at any time.

17.       Termination with Notice

17.1.       During the first four years of your employment, you are entitled to 1 months’ notice. Once you have completed 5 years of service, you will be entitled to additional weeks’ notice and an additional week for each completed year of service thereafter for up to a maximum of twelve weeks.

17.2.       If you would like to terminate your employment you must provide the company with the same notice as in clause 17.1. If you terminate your employment without giving and working (if so required by the Company) the required period of notice, the Company retains the right to seek cost of covering your duties during the notice period not worked. The Company retains the right to deduct such cost in accordance with clause 7.4.

17.3.       If you have given or were given by the Company notice to end your employment, without prejudice to clause 18, the Company may, in its sole and absolute discretion, terminate the employment at any time and with immediate effect by notifying you that the Company is exercising its right under this clause 17.3 and that it will make a payment in lieu of notice (the “Payment in Lieu”) to you.

17.4.       If you  have given or were given by the Company notice to end your employment, the Company may at any time require you not to attend your place of work and/or any of the Company premises (the “Garden Leave”) and/or require you to perform your duties from home, to perform no duties or to perform duties different to your normal duties, and/or to return all company property in your possession or control and/or not directly or indirectly to contact any of the Company clients, customers, suppliers or employees.

17.5.       Any Payment in Lieu made in accordance with clause 17.3, will be equal to your basic salary (as at the date of termination) which you would have been entitled to receive under this Agreement during the notice period (less income tax and National Insurance contributions).

17.6.       For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to:

17.6.1.   any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made;

17.6.2.   any payment in respect of any contractual benefits (other than your usual salary), which you would have been entitled to receive during the period for which the Payment in Lieu is made; and

17.6.3.   any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made.

17.7.       We may pay any sums due for Payment in Lieu in equal monthly instalments until the date on which the notice period referred to would have expired if notice had been given. You shall be obliged to seek alternative income during this period and to notify us of any income so received. The instalment payments shall then be reduced by the amount of such income.

17.8.       You shall have no right to receive a Payment in Lieu unless we have exercised our discretion in 17.3.

17.9.       Notwithstanding clause 17.3 you shall not be entitled to any Payment in Lieu if we would otherwise have been entitled to terminate your employment without notice in accordance with clause 18. In that case we shall also be entitled to recover from you any Payment in Lieu (or any instalments) already made.

18.       Termination without Notice

18.1.       Notwithstanding clause 17.1, the Company may terminate your employment with immediate effect without notice and with no liability to make any further payment to you (other than in respect of amounts accrued due at the date of termination) if you:

18.1.1.   are guilty of any gross misconduct affecting the business of the Company or any of the Company’s Clients;

18.1.2.   commit any serious or repeated breach or non-observance of any of the provisions of this Agreement or refuse or neglect to comply with any reasonable and lawful directions of the Company;

18.1.3.   are, in the reasonable opinion of the Company, negligent and incompetent in the performance of your duties;

18.1.4.   are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);

18.1.5.   cease to be eligible to work in the United Kingdom;

18.1.6.   are guilty of any fraud or dishonesty or acts in any manner which in the opinion of the Company brings or is likely to bring you or the Company (or any of its Clients) into disrepute or is materially adverse to the interests of the Company and/or Group Company;

18.1.7.   are guilty of a serious breach of any rules issued by the Company from time to time regarding its electronic communications systems or any matters relating to data protection, social media and/or internet use;

18.2.       The rights of the Company under this clause 18 are without prejudice to any other rights that it might have at law to terminate your employment or to accept any breach of this Agreement by you as having brought the contract to an end.

18.3.       Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.

19.       Obligations on Termination

19.1.       On termination of your employment (however arising) you shall:

19.1.1.   immediately deliver to the Company all documents, books, materials, records, correspondence, files, papers and information (on whatever media and wherever located) relating to the business or affairs of the Company or its clients, any keys, tools, machinery, and any other property of the Company or any of its clients which is in your possession or under your control;

19.1.2.   handover any social media accounts of which you have been in charge of during your employment and co-operate with the Company by handing over any account information or password information that relates to any user accounts which belong to the Company;

19.1.3.   irretrievably delete any information relating to the business of the Company or any of its clients stored on any magnetic or optical disk or memory and all matter derived from such sources which is in your possession or under your control outside the Company's premises;

19.1.4.   delete any contacts from your social media accounts which you have obtained as a result of your employment with the Company in accordance with clause 20.

19.1.5.   provide a signed statement that you have complied fully with your obligations under this clause 19.1 together with such reasonable evidence of compliance as the Company may request.

19.2.       In an event of termination of your employment, howsoever arising, you must effect orderly handover of work as required.

19.3.       You also agree to make yourself available to, and to cooperate with us or our advisers in any internal investigation or administrative, regulatory, judicial or quasi-judicial proceedings. You acknowledge that this could involve, but is not limited to, responding to or defending any regulatory or legal process, providing information in relation to any such process, preparing witness statements and giving evidence in person on our behalf. We shall reimburse any reasonable expenses that you incur as a consequence of complying with your obligations under this clause, provided that such expenses are approved in advance by us.

20.       Restrictive Covenants

20.1.       You undertake to the Company for itself and as trustee and agent for each Group Company that you will not, without the prior written consent of the Company, directly or indirectly, on your own behalf or on behalf of, or in conjunction with, any company, firm, or other person:

20.1.1.   for a period of 6 months from the Termination Date, be engaged, interested or concerned whether as principal, agent, representative, partner, director, employee, joint venturer, investor, consultant or any other capacity in any Competing Business, except that you may hold up to 5% of any class of securities of any company listed or dealt in on a recognised investment exchange;

20.1.2.   for a period of 6 months from the Termination Date, on behalf of a Competing Business:

20.1.2.1.  be involved with the provision of goods or services to, or otherwise have any business dealings with any Client in relation to Restricted Goods or Services;

20.1.2.2.  be involved with the provision of goods or services to, or otherwise have any business dealings with any Prospective Client in relation to Restricted Goods or Services;

20.1.3.   for a period of 6 months from the Termination Date, on behalf of a Competing Business:

20.1.3.1.  entice or solicit, or endeavour to entice or solicit, any Client to provide custom or business in relation to Restricted Goods or Services; or

20.1.3.2.  entice or solicit, or endeavour to entice or solicit, any Prospective Client to provide custom or business in relation to Restricted Goods or Services; or

20.1.3.3.  for a period of 6 months from the Termination Date employ and/or be directly involved in the employment of any Restricted Employee with a view to such Restricted Employee working for or providing services to a Competing Business; or

20.1.3.4.  for a period of 6 months from the Termination Date, entice or solicit, or endeavour to entice or solicit, any Restricted Employee away from the Company or any Group Company, with a view to such Restricted Employee working for or providing services to a Competing Business; or

20.1.4.   for a period of 6 months from the Termination Date, on behalf of a Competing Business, have any business dealings with any Supplier;

20.1.5.   become an employee of, or provide services to, any Competing Business at the same time as, or in the 6 months after, any Restricted Employee becomes an employee of, or provides services to, that Competing Business; and/or

20.1.6.   at any time after the Termination Date, represent yourself as connected with the Company or any Group Company in any capacity, other than as a former employee or (if that is the case) shareholder, or use any registered business names or trading names associated with the Company or any Group Company.

20.2.       The duration of the restrictions in clauses 20.1 will be reduced by any period of time that you have spent on Garden Leave immediately prior to the Termination Date.

20.3.       You acknowledge and agree that each of clauses 20.1.1 to 20.1.6 constitute an entirely separate and independent restriction on you and that the duration, extent and application of each of such restrictions are no greater than is necessary for the protection of the legitimate interests of the Company. You agree that if any of such restrictions will be adjudged to be void or ineffective as going beyond what is reasonable in all the circumstances for the protection of the interests of the Company or for any other reason, but would be valid and effective if part of the wording of it was deleted and/or any period or area referred to in it reduced in time or scope, such restrictions will apply with such deletions or modifications as may be necessary to make them valid and effective.

20.4.       Before accepting any offer of future employment with another employer, received during the Employment or before the expiry of the post-termination restriction in clause 26.1 with the longest duration, you will disclose a copy of the whole of clause 20 and relevant defined terms to the person making the offer and the prospective employer and will disclose the identity of that person to the Company as soon as possible.

20.5.       If any person who is an employee or was formerly an employee of the Company or any Group Company solicits, induces or endeavours to solicit or induce you to leave the employment of the Company with a view to you taking up a position as representative, partner, director, employee, joint venturer, investor, consultant or otherwise of any Competing Business, you will immediately inform a director of the Company.

20.6.       The obligations entered into by you in the whole of clause 20 are given to the Company for itself and as trustee for each and any Group Company, and the Company declares that, to the extent that such obligations relate to any Group Company, the Company holds the benefit of them as trustee.

20.7.       As part of your duties, you may be encouraged by the employer to use social media for marketing purposes, and you agree that the contacts that you establish on social media platforms during the time of your employment are and will remain to be the property of the employer. You therefore agree to delete all such contacts from your social media profiles on the Termination of your employment howsoever arising.

20.8.       If your employment is transferred to any company, firm, person or entity other than the Company (Transferee Employer) pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006, you will, if required, at the request and expense of the Transferee Employer, enter into an agreement with the Transferee Employer containing post-termination obligations corresponding to the obligations in the whole of clause 20, protecting the confidential information, trade secrets and business connections of the Transferee Employer.

20.9.       You will, at the request and at the cost of the Company, enter into a direct agreement or undertaking with any Group Company, under which you will accept restrictions and provisions corresponding to the restrictions and provisions contained in the whole of clause 20 (or such of them as may be considered by the Company as appropriate in the circumstances) for such period and in respect of such area as such company may reasonably require for the protection of its legitimate interests.

21.       Confidential Information

21.1.       In this Agreement Confidential Information means:

21.1.1.   information (whether or not recorded in documentary form or stored on any magnetic or optical disk or memory) which is not in the public domain relating to the business, products, affairs and finances of the Company for the time being confidential to the Company and trade secrets including, without limitation, technical data and know-how relating to the business of the Company and its business contacts.

21.1.2.   information relating to the businesses, management systems, finances, dealings, transactions and affairs of the Company or any Group Company including price and cost information, discount structures, sales statistics, business plans and programs, business opportunities, expansion plans, staff salaries and terms and conditions, marketing surveys, research and development projects, operating procedures, policies and practices, formulae, inventions, designs, discoveries, know-how, methods, processes, techniques, trade secrets, technical data, business forms, contractual negotiations, lists and details of customers and prospective customers and of suppliers and prospective suppliers and details regarding the remuneration of employees, their experience and other information relating to those employed or engaged by us and operating procedures, policies and practices;

21.1.3.   trade secrets (including, without limitation, formulae, computer programs, processes, methods, inventions, technical data, databases, know-how, training techniques, marketing data, operating procedures, policies and practices and designs) relating to the Company or any Group Company business and/or that of any of their clients, customers, suppliers, agents or distributors;

21.1.4.   names, addresses and contact details of customers or clients or potential customers or clients or suppliers or potential suppliers of the Company or any Group Company and any information relating to their requirements in relation to and/or purchase of goods and services;

21.1.5.   analyses made, or views taken, by the Company or any Group Company in respect of the businesses, finances, dealings, transactions and affairs of the Company and/or any Group Company, any customer or client or potential customer or client or any supplier or potential supplier of the Company or any Group Company or any other third party;

21.1.6.   information in respect of which the Company or any Group Company is bound by an obligation of confidentiality to a third party; and

21.1.7.   any information which is identified to you by the Company or any Group Company as being confidential or secret in nature or which ought reasonably to be regarded as confidential.

21.2.       Except in the proper performance of your duties (or as required by law), you will not, either during your employment or at any time after its termination (howsoever caused), without the Company’s prior written approval, use Confidential Information for your own benefit or for the benefit of any other person, firm, company or organisation (other than the Company), or directly or indirectly disclose Confidential Information to any person (other than any person employed by the Company whose province it is to have access to that Confidential Information).

21.3.       During the Employment, you will use your best endeavours to prevent the unauthorised publication or disclosure to third parties of any Confidential Information.

21.4.       You shall not make, otherwise than for the benefit of the Company or any Group Company, any notes, memoranda, records, tape recordings, computer programs, photographs, plans, drawings or any other form of record relating to any matter within the scope of the business of the Company or any Group Company or concerning any of the dealings or affairs of the Company or any Group Company.

21.5.       You undertake that you will not at any time during the Employment nor at any time after its termination (howsoever caused) disclose, publish, or reveal to any representative of the media any incident, conversation, or information concerning the Company and/or Group Company and any of their respective directors, employees, agents, consultants, clients, customers, guests, or visitors which is obviously private and/or which comes to your knowledge during the continuance of your employment, unless duly authorised in advance in writing by the Company in writing.

21.6.       The restrictions contained in this clause 20.8 will not apply to:

21.6.1.   use or disclosure authorised by the Company or as required by law, a court or tribunal of competent jurisdiction or any competent regulatory statutory body;

21.6.2.   a protected disclosure within the meaning of Part IVA of the Employment Rights Act 1996 and/or a relevant pay disclosure made in compliance with section 77 of the Equality Act 2010.

22.       Intellectual Property

22.1.       You agree to promptly disclose to the Company all Works and all Intellectual Property Rights arising from any Works and/or Inventions provided by you.

22.2.       You acknowledge that, because of the nature of your duties, and the particular responsibilities arising from the nature of your duties, you have, and will have at all times while you are employed by the Company, a special obligation to further the interests of the Company.

22.3.       You acknowledge that all Intellectual Property Rights in any Inventions and/or Works, and all materials embodying them shall automatically belong to the Company to the fullest extent permitted by law.

22.4.       To the extent that legal title in any Intellectual Property Rights in any Inventions and/or Works does not automatically vest in the Company pursuant to clause 22.3, you hereby assign (by way of present and future assignment) with full title guarantee all Intellectual Property Rights in any Inventions and/or Works to the Company (or any Group Company designated by the Company) including (with effect from their creation) all future rights and all materials embodying such rights to the fullest extent permitted by law.

22.5.       You irrevocably waive any moral rights in the Works to which you now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including the right to be identified, the right of integrity and the right against false attribution, and you agree not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works, infringes your moral rights and all similar rights in other jurisdictions that are not capable of being assigned.

22.6.       You will at the request of the Company promptly:

22.6.1.   supply all information, data, drawings, software or other materials and assistance as may be required to enable the Company (or any Group Company) to fully exploit any Intellectual Property Rights in any Invention and/or Works to its best advantage as determined by the Company in its sole discretion; and

22.6.2.   execute all documents and do all things necessary or desirable to vest ownership of Intellectual Property Rights in any Invention and/or Works or otherwise belonging to the Company in the Company (or any Group Company) and/or to apply for registration of Intellectual Property Rights, and to protect and maintain the Intellectual Property Rights, where appropriate throughout the world, and as the Company (or any Group Company) may specify.

22.6.3.   You acknowledge that, except as provided by law, no further remuneration or compensation other than that provided for in this Agreement is or may become due to you in respect of your compliance with this clause 22. This is without prejudice to your rights under the Patents Act 1977.

22.7.       You warrant and represent that:

22.7.1.   nothing in the Works infringes the Intellectual Property Rights of any third party or any rights of publicity or privacy;

22.7.2.   all Works are your original work and have not been copied wholly or substantially from any other source;

22.7.3.   you have not disclosed the details of any Invention to any third party other than under an enforceable obligation of confidence on the third party;

22.7.4.   nothing in the Works violates any applicable law or regulation;

22.7.5.   you have not given and will not give permission to any third party to use the Works, nor any of the Intellectual Property Rights; and 

22.7.6.   you are unaware of the use by any third party of any Invention or Works or the Intellectual Property Rights.

23.       Data protection, communications and monitoring

23.1.       The Company will process personal data and special category data (sometimes known as ‘sensitive personal data’) and criminal records data relating to you in accordance with its Data protection policy] and its data protection privacy notice and its criminal records information policy, contained in the Staff Handbook.

23.2.       You will comply with your obligations under the Company’s data protection policies and other relevant policies, including in relation to criminal records information, internet, email and communications, information security, bringing your own device (BYOD).

23.3.       The Company may transfer personal data and sensitive personal data outside the United Kingdom in accordance with the Company’s data protection policy.

23.4.       You agree and acknowledge that all written, spoken and electronic information held, used or transmitted by or on behalf of the Company, in whatever media, including information and data held on computer systems, hand-held devices, tablets or other portable or electronic devices and telephones and paper records, and information transmitted orally, relating both to the Company's own business or that of any Group Company or any clients, suppliers and other third parties with whom the Company engages or does business, remains the Company’s property at all times, no matter what format it is in, where it is stored or how it is accessed.

23.5.       Our systems may enable us to monitor telephone, email, voicemail, internet and other communications. In order to carry out its legal obligations as an employer (such as ensuring employee compliance with the Company's IT related policies), and for other business reasons, we may monitor use of systems including the telephone and computer systems, and any personal use of them, by automated software or otherwise. Monitoring is only carried out to the extent permitted or as required by law and as necessary and justifiable for business purposes.

24.       Layoff and Shortage of Work

24.1.       If there is a reduced need for employees to perform work of a particular kind on a temporary or permanent basis, or any other occurrence which affects normal working, we shall be entitled to lay you off or impose short-time working indefinitely or for such period as we shall decide.

24.2.       While you are laid off you shall not be required to work and shall have no right to remuneration subject to clause 24.5.

24.3.       While you are on short time working your working hours may be reduced as we see fit and your remuneration shall be correspondingly reduced subject to clause 24.5.

24.4.       We shall give you as much notice as is reasonably practicable of lay-off or short-time working. Thereafter we shall give you as much notice as is reasonably practicable of any further change to your hours including a return to normal working hours.

24.5.       During any period of lay-off or short-time working we shall pay statutory guarantee pay in accordance with legislation in force from time to time.

25.       Status of this Agreement

25.1.       This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

25.2.       The information contained in this Agreement constitutes a written statement of the particulars of the Employment in compliance with section 1 of the Employment Rights Act 1996.

25.3.       In the event of one or more of the provisions of this Agreement being invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired

25.4.       The Company reserves the right to make reasonable changes to any of your terms and conditions of employment. Changes to your terms and conditions of employment will be notified to you in writing before the date upon which they come into force. No other variation to this Agreement, or waiver of any right or obligation under it, will be effective unless made by the parties and evidenced in writing and signed by or on or behalf of the parties and expressed to be such a variation or waiver.

25.5.       Other than the Company’s reliance on your statements as in clause 3, in entering into this Agreement neither party has relied on any statement, representation or promise not expressly contained in it, provided that nothing in this clause 25 will have effect to exclude the liability of either party for fraud or fraudulent misrepresentation.

25.6.       There are no collective agreements which directly affect your employment.

26.       Transfer

26.1.       You consent to the transfer of your employment under this Agreement to an Associated Company at any time during the Appointment. Associated Company has the meaning given to it in the Employment Rights Act 1996.

27.       Continuation of agreement

27.1.       The expiration or termination of this Agreement (howsoever caused) will:

27.1.1.   not operate to affect such of the provisions of this Agreement which are expressed to operate or have effect after that expiry or termination (including clauses, 19, 20, 21, and 22); and

27.1.2.   be without prejudice to any right of action which has accrued to you or the Company at the time of such expiration or termination and to any right of action of you or the Company in respect of any breach of this Agreement by the other party (whether such breach occurs prior to or subsequent to such expiration or termination).

28.       Third Party Rights

28.1.       No term of this Agreement will be enforceable by a third party in their own right by virtue of section 1(1) of the Contracts (Rights of Third Parties) Act 1999 and for the avoidance of doubt this Agreement may be rescinded or varied (whether in whole or in part) by agreement between you and the Company without the consent of any third party.

29.       Applicable law and jurisdiction

29.1.       The validity, construction and performance of this Agreement, and any claim, dispute or matter arising under or in connection with it or its enforceability, will be governed by and construed in accordance with the law of England and Wales. Each party irrevocably submits to the jurisdiction of the courts of England and Wales over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability or the legal relationships established by this Agreement.

Signed

for and on behalf of the Company

 

Name:              Michael Koublanou     - Care Operations Manager                           

Director/Authorised Signatory                            

Date:                

I agree to the above terms and acknowledge receipt of the information required for a written statement of particulars under the Employment Rights Act 1996.

Signed:                                                             ……………………………………………………

Name of Employee                                           ……………………………………………………

Date:                                                                …………………………………………………