Client terms of business

In this document, “Bina”, “the Company”, “we”, “us” and “our” mean Bina Pathways Ltd (company number 16667031).

BINA PATHWAYS LTD | BP-CLIENT-2026-10-30-v2 | 30 October 2026

These terms govern temporary staff supplied by BINA PATHWAYS LTD as an employment business to a hirer that directs and supervises the work. They cover care, healthcare and education supply within the agreed scope. They do not appoint Bina to manage a home, school, care package or regulated service. Complete the commercial schedule and applicable setting annex before confirmation; an enquiry or portal registration is not a confirmed booking.

1 Parties and commercial schedule

The payment, cancellation and transfer values above are proposed standard terms for acceptance by this client. They do not retrospectively change an existing agreement. No charge applies simply because the schedule exists without agreement. Insurance particulars and any proposed liability limit require review against actual cover before supply.

2 Formation scope and suitability

An Assignment is a booking accepted by Bina and the client in writing, including through an authorised recorded portal process. Bina confirms the worker, role, location, dates, hours, charge rate, expenses, cancellation terms and essential instructions. An assignment is subject to current suitability and required clearance. Rates do not guarantee availability.

Before supply the client provides its legal identity and business, site, expected duration, duties, hours, skills, qualifications, authorisations, known risks, supervision, induction, break cover and relevant care or classroom requirements. Disclose foreseeable medication, clinical, driving, lone-working or physical-intervention tasks before agreement. The client must not move the worker to a different site, materially change duties or supply the worker onwards without Bina's written approval after reassessment.

Bina checks identity, prescribed right to work, role-appropriate DBS and barred-list eligibility, relevant references, qualifications, professional registration and competence. For vulnerable-person work it obtains and offers the references required by the Conduct Regulations. It provides the appropriate written checks assurance and securely explains any relevant limitation without promising an unlawful check or uncontrolled disclosure of sensitive data. Substitution requires equivalent suitability and client notification.

3 Host responsibilities and safe work

The client retains responsibility for the service, relevant permissions, assessment, care or education plans, staffing levels, premises, equipment, induction and day-to-day direction. It gives the worker necessary plans, risk information, emergency and safeguarding contacts and competent supervision before duties. It provides appropriate PPE without unlawful worker charges and safe break cover. Both parties cooperate on health and safety.

The client must not require work outside competence, unlawful restraint, unauthorised clinical practice, unsafe driving, an unlawful restriction or disclosure of confidential information. Registered and delegated tasks require a separately agreed written scope, competence, supervision and insurance. A staffing request does not itself establish Bina's registration or authority to manage a regulated activity. Changes to the operating model require review before acceptance.

Bina remains responsible for its employer and employment-business duties. Neither party may represent the other as registered, accredited, insured for an excluded activity or an approved supplier without current evidence. A change affecting suitability, registration or material risk must be notified promptly and affected work paused where necessary.

4 Hours records breaks and payroll

The client records actual start and finish times and genuine uninterrupted breaks. A break is unpaid and unchargeable only if the worker is relieved of duties and free to take it. Record an interrupted break as work and arrange cover. Do not approve a false timesheet or allow automatic deductions to misstate time worked. The client normally approves or identifies a specific discrepancy within two working days.

Silence is not conclusive proof of disputed hours. Bina checks supporting records, may invoice evidenced time and makes a justified correction or credit. Undisputed invoice amounts remain due. The client identifies invoice disputes with reasons normally within seven days and cooperates promptly. Missing approval or client non-payment does not remove Bina's duty to pay employees for evidenced work.

Location-based clocking, where used, is a time-record control with a manual review route, not a substitute for the facts. Tell Bina promptly if the clocking location, device or break setting is wrong. Neither party may withhold all earned pay to force resolution of a disputed portion.

5 Rates expenses VAT and debt

The agreed rate card states basic client charges, role and shift enhancements, minimum booking, break treatment, approved expenses and tax basis. A worker's pay rate is separate from the client charge. Any rate change, including one arising from statutory costs or equal-treatment obligations, needs advance written agreement before future bookings. No retrospective unagreed increase applies.

Bina invoices weekly on the agreed basis, with enough assignment and time detail for review while protecting service-user information. VAT is charged only where legally due and Bina is entitled to charge it. Care or healthcare staff supply is not automatically exempt. Verify the actual supply, registration status and any applicable concession or exemption with tax advice rather than using a generic label.

For overdue undisputed commercial debt, Bina may seek statutory interest and compensation where available, contact the finance lead and suspend future supply after reasonable written notice. The parties arrange safe continuity for an existing shift. Credit limits and purchase-order rules do not excuse unpaid earned wages. Notify invoice-bank-detail changes through an independently verified channel.

6 Cancellations early finishes and absence

Notice is measured from receipt by the agreed operational contact or recorded booking channel to the affected shift start, using elapsed hours Europe/London. An urgent cancellation must also be telephoned. A shortening is a cancellation only of the withdrawn hours. The schedule's bands apply to cancelled hours, with a maximum of 12 chargeable hours for an under-24-hour full-shift cancellation.

Any cancellation charge must be proportionate to unavoidable costs and lost booking opportunity. Reduce it for costs saved and replacement income for the same worker and hours, taking reasonable steps to mitigate. Do not recover twice. For example, a shortened 10-hour booking after six hours of work leaves four cancelled hours to assess; worked hours are billed once and any cancellation charge concerns only the four withdrawn hours. A replacement booking for those hours must be credited in the loss assessment.

No cancellation fee is due where Bina fails to provide a suitably cleared worker or withdraws because of its own breach. A client safety breach is assessed on the facts. If a worker is absent or unsuitable, notify Bina immediately. Bina investigates and uses reasonable efforts to offer suitable replacement cover, subject to availability, without promising an unchecked substitute. An existing shift ends through a safe handover. Genuine time worked remains payable and chargeable subject to a separately established lawful loss or credit.

Worker cancellation pay follows the worker's contract and law and is not the client fee. The client cannot direct an automatic employee fine or dismissal. Bina records the cancellation time, cause, cover attempts and agreed financial outcome.

7 Agency worker rights and fair treatment

From day one the client supplies information about relevant shared facilities and vacancies and applies any lawful objective justification only where permitted. It provides comparator information needed for equal treatment after the applicable qualifying period, normally 12 weeks in the same role with the same hirer. Bina records previous assignments and the parties assess breaks and protected leave under the actual rules. They do not rotate roles or agencies to avoid rights.

The client supplies current comparator pay, holiday, working time, rest and other applicable basic conditions, updates changes promptly and cooperates on pregnancy risk, suitable alternatives and protected appointment rights. A voluntary weekly-hours opt-out does not remove rest, night-work or safety protections. Both parties prohibit discrimination, harassment and retaliation and respond to a worker's complaint fairly.

The client investigates third-party conduct within its control, supplies relevant evidence and implements reasonable preventive measures. Bina may stop future unsafe supply where controls are inadequate. Concerns are assessed on facts; a discriminatory removal request is not accepted as a routine staffing instruction.

8 Direct engagement and extended hire

A transfer fee applies only where the statutory conditions and the signed commercial schedule permit it. The relevant period ends at the later of 14 weeks from the day after first supply or eight weeks after last supply, applying the prescribed treatment of a break exceeding 42 days. The parties check the actual dates and applicable regulation rather than applying the fee to every introduction indefinitely.

Instead of the scheduled fee, the client may elect in writing before direct engagement to continue hiring the worker through Bina for eight further weeks on terms no less favourable than immediately before election, with the established weekly hours agreed in writing. At the end of compliant extended hire no transfer fee is payable. No fee is due if statutory conditions fail. No fee is charged to the worker, and nothing restricts the worker from accepting other work.

9 Incidents safeguarding and records

Both parties act immediately to protect people, obtain emergency or clinical help, preserve evidence and make required referrals. Notify the host lead and Bina promptly for serious incidents, allegations, medication errors, restrictions or missing persons and provide a factual written account before shift end where safe. A client internal investigation must not delay a safeguarding, police, DBS or professional referral.

The client handles notifications required of its service. Bina separately assesses its own employer, personnel-supplier and professional obligations. Agree who is leading communication and avoid interviews that compromise external enquiries. A temporary removal is a neutral risk response, not a finding. Share only necessary evidence securely and support the people involved.

The parties normally act as separate controllers for their own staffing and care or education records. Agree a specific data-sharing schedule describing purpose, data, lawful basis, recipients, retention, security and rights cooperation. Where one acts only as processor, sign the required processing terms first. Tell the other party without undue delay of a relevant breach, with a contractual target of 24 hours after awareness; this does not replace a statutory reporting deadline.

10 Liability insurance and continuity

Each party is responsible for loss caused by its own breach, negligence or unlawful conduct, assessed against the facts including direction and control. These terms do not automatically transfer every worker act or all vicarious liability to one party. Maintain insurance suitable for actual responsibilities and supply relevant evidence, exclusions and expiry information before supply and on renewal. Notify claims promptly without compromising legal duties or admissions.

Neither party excludes death or personal injury caused by negligence, fraud, fraudulent misrepresentation or liability that cannot lawfully be excluded. A monetary cap exists only if specifically agreed in the schedule after insurance and legal review; it remains subject to statutory enforceability. This master does not invent an insurance limit or imply that a missing cap is insured.

For disruption, the affected party informs the other, mitigates loss and coordinates safe continuity. The host remains responsible for its safe service staffing. Bina maintains a deputy, recovery and manual records process and payroll cover. Accrued payments and safeguarding obligations continue. An outside event does not justify concealment of an unfilled shift or deployment of an uncleared person.

11 Ending terms and resolving disputes

Either party may end future supply on seven calendar days' written notice. Serious safety concerns, illegality, missing essential registration or clearance, or an irremediable material breach may justify immediate suspension or termination. For a remediable breach give written details and a reasonable remedy period. Ending the framework does not silently cancel accepted shifts; agree safe arrangements and any lawful charges.

Management seeks prompt resolution of a commercial dispute, while preserving statutory remedies and urgent protection. Written notices go to the schedule contacts and urgent matters are also telephoned. Amendments require written agreement. Mandatory law prevails and the rest of the agreement continues where workable if a provision fails. The agreed documents contain the supply terms without excluding fraud liability. English law and the courts of England and Wales apply, without restricting a statutory forum.

12 Care and education setting annex

For care assignments record the host registration and responsible manager, individual plans and risk access, staffing, medication authorisation, clinical delegation, physical-intervention framework, equipment, transport, safeguarding and emergency routes. Do not describe supply as management of care unless separately assessed and authorised.

For education record the school or college, age group, classroom and SEND role, designated safeguarding lead and deputy, written checks notification and receipt, identity check on arrival, online-safety and behaviour induction, relevant intimate-care or medication limits and any additional teacher or early-years checks. Apply the current KCSIE requirements for the actual role. A teaching-assistant role does not automatically need every teacher check or authorise clinical work.

Acceptance