Client terms of business

BP-CLIENT-2026-11-10-v8 | Applies to newly accepted supply or an expressly agreed variation. Prior signed agreements are retained.

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-2026-11-10-v8 | 7 November 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 in England 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.

A working day is Monday to Friday excluding public holidays in England. Routine working-day deadlines expire at 17:00 Europe/London. Calendar days include weekends and public holidays. All assignment, cancellation, invoice and notice dates use Europe/London. Urgent safety action and elapsed-hour reporting are never deferred to the next working day.

Document priority: mandatory law and non-excludable rights prevail. For an actual conflict, apply an expressly agreed specific variation identifying the affected clause, then the completed commercial schedule, these main terms, the applicable setting or data-sharing annex, the accepted rate card and the assignment confirmation, in that order. The rate card determines agreed prices; the assignment confirmation determines agreed worker, site, dates, duties and hours. Neither silently varies liability, payment or safety provisions. A material variation requires a recorded agreement by an authorised Bina director and the client representative. Purchase orders and client standard terms are administrative documents unless expressly accepted as contractual variations. Public summaries guide use and do not replace the accepted terms. Unclear safety instructions are resolved before work; no document authorises unlawful or unsafe practice.

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 reviews the monthly period's recorded hours and invoice promptly, raising any query before the payment deadline in clause 5, identifying specific discrepancies rather than withholding approval of unaffected hours.

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 discrepancies by the clause 5 approval deadline; a later genuine error must still be reported promptly and considered fairly. No approval deadline extinguishes a lawful claim or statutory right. 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.

For assignments accepted under the revised terms from 10 November 2026, Bina invoices monthly for work ending from the 21st of the previous month through the 20th of the current month. The first new period is 10-20 November 2026. Timesheets and approved business mileage are reconciled on 21-22 and invoices are issued by the 22nd, with cleared client payment due on the 27th of that month. Where the 27th is a weekend or an England and Wales bank holiday, payment is due on the preceding working day. The exact due date and approval deadline are shown on each invoice. Clients should identify specific discrepancies promptly and no later than the stated review deadline, normally the preceding working day before payment. Pay evidenced, undisputed amounts by the due date; an unresolved query does not authorise withholding unrelated charges. New or supplementary invoices first issued after the 22nd fall due on the next monthly 27th cycle, adjusted to the preceding working day where necessary. A correction of the same existing charges preserves the original due date. Existing issued invoices and earlier accepted booking terms are not rewritten or backdated. Revised client terms require acceptance by the authorised representative. Staff wages fall due at month-end regardless of whether the client has paid. Approved chargeable mileage remains £0.50 per mile; approved staff reimbursement remains £0.45 per mile. VAT is charged only where legally due and Bina is entitled to charge it. Care and healthcare staffing is not automatically exempt. Rates and tax treatment are confirmed in the accepted rate card. Required purchase-order information must be supplied before booking and cannot be used to defer an agreed payment date.

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-12-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. The client reports absence or unsuitability immediately by telephone, makes people safe and gives factual details of the concern. Bina acknowledges an urgent live-shift report as soon as received, assesses suitability and uses reasonable efforts to arrange a suitably cleared replacement. The parties agree any task restriction, removal and safe handover. A client request to remove a worker does not itself establish misconduct or terminate employment.

The client normally provides a written account within two working days, or explains a justified delay. Bina reviews records and both parties’ accounts and normally gives an initial commercial outcome within five working days. Where Bina’s service failure is established, an appropriate credit, replacement or other proportionate remedy is agreed. There is no automatic free-hours promise. Verified hours actually worked remain payable, subject to a separately established lawful claim or credit. The complaints procedure remains available and safeguarding or clinical action is never delayed by a billing review.

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 paying the scheduled transfer 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 those applying immediately before Bina receives the election. Record the established weekly hours, dates and unchanged supply terms. Bina must supply the worker in accordance with that arrangement throughout the elected period. If Bina does not do so, the transfer-fee provision is unenforceable unless Bina is in no way at fault; Bina records the evidence and does not assume every non-supply is the worker’s fault. No transfer fee is payable after completion of the extended hire or where another statutory condition fails. No fee is charged to the worker. The worker remains free to accept other work; these terms do not compel continued 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. Complete and sign the attached Data Sharing Agreement BP-DSA-2026-11-07-v2 before routine sharing; identify the actual purposes, data, lawful bases, authorised recipients, security, retention and rights contacts. It covers controller-to-controller sharing, not processing solely on another party’s instructions. Where a processor relationship arises, record and sign the required processor terms before that processing begins. A proportionate lawful emergency disclosure must not be delayed by unfinished paperwork; record and review it afterwards. Tell the other party without undue delay of a relevant breach, with a contractual target of 24 elapsed hours after awareness. That target never extends a statutory reporting deadline.

10 Liability insurance and continuity

Bina supplies personnel as an employment business and is responsible for its recruitment, vetting and employment obligations and its own breach or negligence. The client directs and supervises assigned work and is responsible for the service it operates, care or education plans, premises, equipment, induction, safe instructions and decisions within its control. As between the parties, the client accepts responsibility for supplied workers’ on-site acts and omissions when carrying out the client’s directed work, to the extent attributable to its supervision, instructions or operational control. This does not transfer Bina’s own breach, negligence or any responsibility imposed on Bina by law, or prevent a lawful claim by a third party.

The client indemnifies Bina against reasonable, evidenced third-party claims, damages and defence costs to the extent caused by the client’s breach of these terms, negligent operational instructions, unsafe premises or equipment, or unauthorised onward supply or material change of duties. The indemnity does not cover loss caused by Bina’s breach, negligence, fraud or unlawful conduct and is reduced to reflect Bina’s contributory responsibility. Bina promptly notifies the client, permits reasonable participation in the defence, mitigates loss and makes no binding admission or settlement on the client’s behalf without its written agreement, not to be unreasonably withheld. Urgent safety and statutory reporting duties take precedence.

Subject to the non-excludable exceptions below, Bina’s total liability to one client for recoverable direct loss caused by breach of these terms or negligence is capped at £1,000,000 in each Contract Year, unless a different amount is expressly recorded in the signed commercial schedule. Direct loss means loss flowing directly from the relevant breach or negligence and recoverable under the applicable law. The cap includes damages, interest and legal costs recoverable by the claimant; Bina’s own defence costs do not reduce the compensation available under that cap. Direct lost profit is assessed under the ordinary legal rules and this cap. Indirect or consequential loss is excluded only so far as lawful and reasonable.

A Contract Year is each successive 12-month period starting on the recorded effective date of the accepted framework, or its anniversary; a final shorter period ends on termination. Claims from the same originating act, omission or connected series are treated together and allocated to the Contract Year of the first such act or omission, or, if it cannot reasonably be established, the first written claim notification. A renewal or later discovery does not create multiple limits for the same originating event. Unrelated claims in that year share its aggregate cap. No contractual claim-notification deadline shortens a statutory limitation period. The cap neither limits agreed charges due to Bina nor binds a worker, service user or other third party who is not party to the contract. Avoid double recovery for the same loss.

Before accepting the commercial schedule, both parties review the proposed cap against the actual duties, foreseeable losses, available resources and insurance scope. Record the cap, rationale, policy limits and material exclusions, reviewer and any negotiated variation. The standard figure does not itself establish insurer approval or reasonableness in a particular case. Any exclusion or cap operates only to the extent lawful and satisfying an applicable statutory reasonableness test.

Neither party excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability that cannot lawfully be excluded or limited. Each maintains insurance appropriate to its actual responsibilities, including relevant supplied-worker risks, and provides evidence of scope, limits, material exclusions and expiry before supply and on renewal. Insurance limits do not themselves determine legal liability or prove that a claim is insured. Any additional contractual indemnity or liability variation requires written director agreement after insurance review. Notify claims promptly without compromising legal duties or making unauthorised admissions.

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