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The Company shall where requested provide to the Client copiesof all validations of competence. If the Company believes that anyWorker is unsuitable for the Assignment for any reason or becomesaware of any matter that indicates that a Worker might be unsuitablefor the Assignment it shall notify the Client as soon as practicableand shall be entitled to terminate the supply of that Worker withimmediate effect.3.3 Tax Deductions: Without limiting the generality of Clause 3.4,the Company shall make deductions and account to HMRC for:(a) income tax under Schedule E in respect of each Worker;(b) all necessary National Insurance contributions relevant to theremuneration of each Worker; and(c) any other withholdings or deductions for which the Companyis obliged to account under Applicable Law in relation to anyWorker.3.4 Law: Without limiting the obligations of the Client under Clauses4.4 and 4.5, the Company shall comply with Applicable Law inthe discharge of its obligations under these Terms, includingthe supply of any Equipment provided by the Company to theWorkers in order to enable them to undertake the specific work orservices in connection with the Assignment for which the Clienthas, pursuant to Clause 4.1, notified the Company that the Workeris to be supplied. Without limiting the generality of this obligation,the Company acknowledges that it acts as an employmentbusiness for the purposes of the Conduct of EmploymentAgencies and Employment Business Regulations 2003 in relationto the supply of Workers pursuant to each Contract.3.5 Clothing and Equipment: The Company, shall save as set outin Clause 4.9, provide to the Workers such PPE as is requiredunder the PPE Regulations in order to enable them to undertakethe specific work or services in connection with the Assignmentfor which the Client has, pursuant to Clause 4.1, notified theCompany that the Worker is to be supplied.3.6 Equipment: All Equipment is and shall remain the property ofthe Company. Risk of loss of or damage to the Equipment shallbe and remain with the Client save to the extent that such lossor damage arises as the result of any act or omission on the partof any Worker or of fair wear and tear. The Client shall not permitor suffer any Equipment to be used by any person other thana Worker, and shall procure that no modifications are made toany Equipment unless save to the extent expressly authorised inadvance by the Company in writing4. Obligation of The Client4.1 Requirements: The Client shall, when requesting the supply ofWorkers, provide to the Company in advance such informationas the Company shall require regarding the work or serviceswhich the Client requires each specific Worker to undertake andthe Assignment generally, including any information necessaryto enable the Company to comply with its obligations underthe Contract, in particular under Clause 3.2, and to enable theWorker to comply with the Client’s requirements in relation to theAssignment.4.2 Track Possession: The Client shall provide, or procure theprovision of, such access or possession to the Site Location(including track access) for the Workers and Equipment, and atsuch times, as shall reasonably be required in order to enable theWorkers to undertake the specific work or services in connectionwith the Assignment for which the Client has, pursuant to Clause4.1, notified the Company that the Worker is to be suppliedfrom time to time. Should the Client fail to obtain such accessor possession, it shall be liable to pay the Charges in respectof any period of time for which access or permission has notbeen obtained, and to reimburse the Company in respect of anyassociated costs or expenses incurred and not covered by theCharges, to the extent that the Company is not reasonably able toavoid or mitigate those costs or expenses.Delivering First Class Rail Solutions4.3 Variations to Requirements: Should the Client wish to vary itsrequirements (including without limitation the Required Hours), itshall notify the Company accordingly in writing and the Companyshall use its reasonable endeavours to accommodate any suchrequest provided that such accommodation shall not result in anyincreased cost, additional costs or lost revenue to the Company,save to the extent that the Client has agreed to indemnify theCompany in full against the same.4.4 Scope of Work: The Client shall not allow any Worker toundertake any work or services other than the specific work orservices in connection with the Assignment for which the Clienthas, pursuant to Clause 4.1, notified the Company that the Workeris to be supplied from time to time.4.5 Suitability: Without limiting the obligations of the Company underClause 3.2, the Client shall be responsible for obtaining anywork and other permits required for any Worker and for ensuringthat the Worker satisfies any medical requirements or otherqualifications that may be appropriate or required by ApplicableLaw.4.6 General Obligations: The Client shall, comply with any and allobligations and duties (whether arising under Applicable Law orotherwise) in any way arising from or directly or indirectlyconnected with the undertaking of work or services by a Workerin connection with any Assignment, including without limitationin respect of health and safety and vehicle use. The Client shallon request provide to the Company copies of all documentsconfirming that any such requirements have been met.The Client shall provide, at its own expense, suitable and sufficientwelfare and first aid provision, including without limitation:washing, resting and lunch room facilities, for the duration of anyAssignment.4.7 Supervision: The Client shall exercise all supervision, directionand control over the manner, time and place in which eachWorker undertakes work or services for the Client throughout theduration of the Assignment, notwithstanding that no contract ofemployment exists between the Client and the Worker.4.8 Co-operation: The Client shall give the Company suchco-operation as the Company may reasonably request from timeto time, (including but not limited to the production of relevantdocuments and the attendance of witnesses) in connection withthe conduct of any internal disciplinary proceedings, employmenttribunal proceedings or other legal proceedings in relation to anyWorker’s performance or conduct, or any allegations made by theWorker relating to events occurring during any Assignment.4.9 Clothing and Equipment: The Client shall give the Company suchco-operation as the Company may reasonably request from timeto time, (including but not limited to the production of relevantdocuments and the attendance of witnesses) in connection withthe conduct of any internal disciplinary proceedings, employmenttribunal proceedings or other legal proceedings in relation to anyWorker’s performance or conduct, or any allegations made by theWorker relating to events occurring during any Assignment.4.10 Solicitation: The Client shall not, during nor for a period of sixmonths following the expiration of the Contract, either directlyor indirectly, on its own account or on behalf of any subsidiary,associated company, other person, firm or company, solicitorentice any Worker provided by the Company to work for anyother firm or company other than the Company. In the event thatthe Client directly or indirectly secures the services of Workers(whether or not through solicitation or enticement) provided bythe Company within this period then the following introductioncharges will apply: Where the Worker’s gross remuneration is less than 20,000,a fee of 20% of the gross remuneration;Where the Worker’s gross remuneration is 20,000 or more butwww.isslabour.co.uk P. 3

less than 30,000 a fee of 25% of the gross remuneration; andWhere the individual’s gross remuneration is 30,000 or above,a fee of 30% of the gross remuneration,for which purpose “gross remuneration” means the first year’sequivalent annualised remuneration, including (without limitation)any bonuses or incentives and any guaranteed payments to whichthe relevant Worker may be entitled.The above introduction charges are exclusive of VAT, which will becharged in addition.4.11 Unsuitable Workers: If the Client believes that any specificWorker is unsuitable to perform the services or work in connectionwith the Assignment for which the Worker has been engaged,or the Worker’s performance is, in the reasonable opinion ofthe Client, unsatisfactory, then the Client shall, as soon aspracticable, notify the Company in writing of that fact giving itsreasons. Following such notification, the Company shall considerin good faith whether the Worker in question is unsuitable or hisperformance is unsatisfactory (as the case may be), and if it hasreasonable grounds to believe that the Worker is unsuitable or hisperformance is unsatisfactory the Company shall notify the Clientaccordingly and be entitled to terminate the supply of that Workerwith immediate effect.4.12 Replacement Workers: If it becomes necessary for the Companyhas to provide replacement Workers as a result of the provision bythe Client of inaccurate information in accordance with Clause 4.1,the Company shall be entitled to recover directly from the Clientthe costs and expenses incurred by the Company in providingreplacement Workers directly from the Client to the extent that theCompany is not reasonably able to avoid or mitigate the same.5. Time Sheets5.1 Filling in Time sheets: The party responsible for filling out thetime sheets as set out in the Cover Sheet shall fill out a time sheetfor each Worker correctly and fully in such form as the Companydetermines from time to time. The Client shall ensure that eachsuch time sheet is correctly signed on or before completion of theweek in which the times set out in the time sheet are worked. TheClient agrees and acknowledges that, in the event of a dispute asto the number of Workers provided or the number of hours workedby any Worker, the Company’s records shall be conclusive.5.2 Submitting Time Sheets: The Client shall submit a time sheetfor each Worker no later than 10am on the Monday following theweek in which the Worker reports to the Client to take up duties.5.3 Hours Worked: Without prejudice to Clause 5.1, receipt by theCompany of a time sheet shall be conclusive evidence that theWorkers to which the time sheet relates have attended and carriedout works at least at the times set out in the timesheet.5.4 Chargeable Hours: For the avoidance of doubt, failure by theClient to sign any time sheet shall not preclude the Companycharging the Client in full for all time worked (including any timedeemed to be worked pursuant to Clause 6.3) by any Worker.6. Charges and Payment6.1 Charges: Unless otherwise agreed by the Company in writingand subject to Clause 6.2, the Charges shall comprise:(a) the Daily Rate for each Worker for each day or part thereofon which the Worker reports to the Client to take up duties; plus(b) value added tax relating to the provision of the Workers; plus(c) if the Worker is made available by the Company to carry outwork on more than the Required Hours or carries out any workoutside the Required Hours, the Hourly Rate for each hour or partthereof worked by the Worker or for which the Worker is madeavailable in excess of the Required Hours.Delivering First Class Rail Solutions6.2 Right to Payment Extinguished: Where a Worker:(a) reports for duties more than 15 minutes after the start timeas set out in the Required Hours; or(b) ceases to be available to carry out duties during the RequiredHours through no fault or action of the Client its employeesor subcontractors; the Client shall be entitled to withhold paymentin relation to those times where the Worker is not in attendance.6.3 Part Days Worked: For the avoidance of doubt, any part of anyday worked shall (subject to Clause 6.2) entitle the Company tolevy the Charges and the Client is obliged to pay the Chargeswhether the Worker has completed a full day’s work or not.6.4 Disbursements: The Company shall be entitled to charge andthe Client shall pay, in addition to the Charges, any disbursementsand expenses reasonably incurred in providing the Workers unlessotherwise agreed between the parties in writing.6.5 Invoice: The Company may issue an invoice for the provisionof a Worker at any time after that Worker has reported the Clientto take up duties in connection with the Assignment.6.6 Payment: Payment of all sums due under any Contract are,unless otherwise agreed by the Company in writing in advance,due in cleared funds [30] days following the date of invoice.6.7 Payment on Termination: In the event of the termination of theContract all payments due to the Company under the Contractshall become immediately payable, regardless of any provision inthe Contract to the contrary.6.8 Change of Law: TThe Company shall be entitled to increasethe Charges with immediate effect by giving notice to the Clientto the extent necessary to reflect any increase in the cost to theCompany of providing the Workers or performing its obligationsunder any Contract, including without limitation any increase inthe minimum wage.6.9 No Set Off: The Client shall make all payments due under theContract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.7. Liability and Indemnity7.1 Liability Excluded: Without prejudice to Clause 7.3, neitherthe Company nor any of its officers, employees or any otherindividuals engaged by it to perform the services (including anyWorker) shall be liable to the Client or any other person for:(a) any loss, injury, damage, expense, delay or other liabilitywhatsoever incurred or suffered arising directly or indirectlyfrom or in any way connected with the supply of Workers to theClient, including (without limitation) any such liability arising fromor in any way in connection with:(i) any failure of the Worker to meet the requirements of theClient for all or any of the purposes for which he is requiredby the Client;(ii) any act or omission of a Worker, whether wilful, negligent,fraudulent, dishonest, reckless or otherwise;(iii) any loss, injury, damage, expense or delay incurred orsuffered by a Worker; or(iv) any loss, injury, damage, expense or delay incurredor suffered through the use of any Equipment providedby the Company which has been modified without expressprior authorisation by the Company; or(v) any claim by or on behalf or any Worker that thereexisted during the currency of any Contract a contractof employment between the Client and such Worker; or(b) any loss of profit, business, business opportunity or revenue,diminution of goodwill, in each case whether direct, indirect orconsequential; or(c) any other indirect, consequential or economic loss, in eachcase howsoever arising and regardless of whether the Companywas aware of the possibility of the same.www.isslabour.co.uk P. 4

7.2 Limitation of Liability: Without prejudice to Clause 7.3, all otherliability of the Company to the Client, whether arising in contract,tort or any other cause of action of any kind is hereby limited, tothe fullest extent permissible by law, to 25% of the Charges thatwould have been due by the Client to the Company under therelevant Contract had the Company fulfilled its obligations underthe Contract.7.3 Non-exclusion: Nothing in these Terms excludes or restrictsany liability of the Company to the Client for personal injuryor death resulting from negligence, or for fraud or fraudulentmisrepresentation.7.4 Indemnity for Breach, etc: The Client shall indemnify and keepfully indemnified the Company, its officers, employees, contractorsand representatives (together, “the indemnified parties”)from and against any and all actions, claims, demands, costs,expenses, fines, charges, penalties, losses, damage and liabilitywhatsoever (including legal and other professional fees andexpenses) which the indemnified parties or any of them may sufferor incur as a result of or arising in any way directly or indirectlyfrom or in connection with;(a) any breach of the Contract by the Client; or(b) any act, omission or default (whether deliberate, negligent oraccidental) of the Client, its employees, agents or representatives.7.5 Indemnity in relation to Workers: The Client shall indemnifyand keep fully indemnified the Company, its officers, employees,contractors and representatives (together, (“the indemnifiedparties”) from and against any and all actions, claims, demands,costs, expenses, fines, charges, penalties, losses, damage andliability whatsoever (including legal and other professional feesand expenses) which the indemnified parties or any of themmay suffer or incur as a result of or arising in any way directlyor indirectly from or in connection with;(a) any loss, injury, damage, expense or delay suffered or incurredby a Worker; or(b) any and all claims, actions, proceedings or demands broughtby or on behalf of a Worker; or(c) any loss, injury, damage, expense or delay suffered or incurredby any third party, to the extent that the same arose directly orindirectly out of or in connection with any Assignment other thanas a direct result of any negligence on the part of the IndemnifiedParties or any of them but excluding for the avoidance of doubtthe negligence of any Worker.8. Insurance9.2 Data Protection Policy: The Client confirms that it has read andunderstood the Company’s data protection policy notice andundertakes to comply with that policy notice in full at all times asthe same may be amended from time to time. The Company maychange its data protection policy notice at any time and will notifythe Client in writing of any changes.9.3 Third Parties: The Client may make Personal Data relating toWorkers available to those who provide services to the Companynecessary to manage Worker engagement (such as advisers andpayroll administrators), regulatory authorities, and as required bylaw, subject to the strict condition that the Client in so doing mustcomply, at all times in full, with Clauses 9.9.4 The Client shall indemnity the Company for any breaches of the DataProtection Laws.9.5 The Company shall have a right to audit the Client, from time to time,to ensure they are processing data in accordance with the DataProtection Laws.10. Confidentiality10.1 Confidentiality: Subject the following provisions of this Clause10, each party (“the receiving party”) agrees and undertakesthat during the Assignment and thereafter it shall keep confidentialand shall not use for any purposes other than the fulfilmentof its obligations under these Terms, nor without the priorwritten consent of the other party disclose to any third party,any information in whatever form and of whatever nature relatingto the other party (“the disclosing party”) or to its business andwhich may have been communicated directly or indirectly by thedisclosing party to the receiving party, or may have come to theattention of the receiving party, as the result of the parties havingentered into the Contract (“Confidential Information”).10.2 To the extent necessary to enable it to perform the Contract, eachparty may disclose Confidential Information to such of its officers,employees or any other individuals engaged by it in connectionwith the performance of the Contract (including any Worker)as have a reasonable need to know the same in order to be ableto perform their allotted functions and responsibilities in relationto any Assignment, provided that before any such disclosure eachparty shall make those officers, employees and individuals awareof the obligations of confidentiality and non-use contained in thisClause 10 and shall use reasonable endeavours to ensure thateach such officer, employee or any other individual shall complywith those obligations.8.2 Evidence: The Client shall on request provide to the Companycopies of all policies and such other documents as the Companymight require from time to time by way of evidence that theinsurance to be maintained under Clause 8.1 is in place and ofthe up to date payment of all premiums due in respect of thatinsurance.10.3 The following shall not constitute Confidential Information:(a) information which at the time of disclosure to the receivingparty is a matter of public knowledge or which subsequentlybecomes a matter of public knowledge through no actor omission on the part of the receiving party, its Workers,agents or representatives;(b) information already known to the receiving party and at itsfree disposal at the time of disclosure to it;(c) information which is disclosed to the receiving party,without any obligation of confidentiality being imposed in respectof it, from a third party lawfully entitled to disclose the same; and(d) information

Labour Supply Infra Safety Services Labour Limited, Unit 5 Sidney Robinson Business Park, Ascot Drive, Derby DE24 8EH Labour Supply Terms Infra Safety Services Labour Limited Agreement Date Agreement Ref No. ISS Job No. Client Name Address Company No. Telephone Fax Email Client Contact Spec