Extended Team Service Schedule

Version 2.0, Effective from May 2024

This Service Schedule is supplemental to the Work Order and the Amdaris Services Terms and Conditions or (if applicable) other agreed services contract between the Client and Amdaris (together, the “Agreement”) and sets out the terms which apply to the provision by Amdaris of its Personnel to provide the Client with additional resource for delivering internal projects or programmes of work (“Works”).

Any terms defined in the MSA and used in this Service Schedule will have the same meaning as set out in the MSA.

1. Provision of the Team

1.1.	Each Work Order will specify the number and roles of the Personnel required to perform the Works (the Team and each of the Personnel within the Team will be a Team Member).
1.2.	Amdaris will provide the Client with basic profiles of each Team Member on request.
1.3.	The Team will operate under the Client’s supervision and direction in the performance of the Works, but no mutuality of obligation will arise between the Client and any Team Member except to the extent necessary for the parties to comply with their respective obligations under this agreement.

2. Fees

2.1.	The Fees will be calculated on the basis of the size and composition of the Team and duration of the Works as set out in each Work Order. If the duration of any Work Order is extended in accordance with the Change Control Procedure, the Fees will be calculated on the same basis.
2.2.	[The Client acknowledges that the Fees are calculated in respect of each separate Work Order and that Amdaris is not under any obligation to extend any discount agreed in respect of a Work Order to any subsequent Work Orders.]

3. Review meetings

3.1.	The parties will use reasonable endeavours to hold review meetings (Review Meetings) in line with the frequency identified in the relevant Work Order (or if not specified, at least monthly) at which the parties will discuss:
3.1.1.	the status of the Works within the context of the Client’s project or programme including any technical or functionality issues;
3.1.2.	any issues regarding the morale, performance and professional development of individual Team Members;
3.1.3.	the Client’s anticipated requirements for Team Members in respect of any current or prospective Work Order(s); and
3.1.4.	any other issues relating to the administration or management of this agreement.
3.2.	Review Meetings may take place in person or remotely by agreement between the parties.
3.3.	Amdaris will use reasonable endeavours to confirm all actions identified following a Review Meeting in writing within five (5) Business Days from the date of each Review Meeting. Unless the Client has provided Amdaris with any comments within five (5) Business Days from the date they have been circulated, the Client will be treated as having agreed the actions identified by Amdaris.

4. Management of the Team

4.1.	The Client may, acting reasonably and in good faith, request the replacement of any Team Member whom the Client considers in its opinion to be unsatisfactory for any reason and which is having a material impact on the Team Member’s responsibilities or the other Team Members or Client’s Personnel. Amdaris will use reasonable endeavours to replace such Team Member with a suitably qualified and experienced person as soon as possible and in any event within twenty (20) Business Days from the date of the Client’s request.
4.2.	Amdaris will not remove or replace any Team Member unless:
4.2.1.	requested to do so by the Client under clause 4.1;
4.2.2.	the person dies or is on long-term sick leave;
4.2.3.	the element of the Works in respect of which the Team Member was engaged has been completed to the Client’s reasonable satisfaction;
4.2.4.	the person ceases to be employed by Amdaris due to their resignation, termination of their employment, redundancy or otherwise; or
4.2.5.	Amdaris obtains the Client’s prior written consent (such consent not to be unreasonably withheld, in particular, where Amdaris has previously discussed a Team Member’s morale and professional development requirements with the Client at a Review Meeting), in which case Amdaris will use reasonable endeavours to replace such Team Member with a suitably qualified and experienced person as soon as possible and in any event within twenty (20) Business Days from the date of its request.
4.3.	Amdaris will manage all human resources matters relating to the Team.
4.4.	Amdaris will advise the Client of the absence of any Team Member due to illness or injury, or for any other reason resulting in their absence at short notice, as soon as possible. Where any Team Member is absent due to illness or injury for more than seven (7) consecutive Business Days, the Client may request that such Team Member is substituted with another suitably qualified and experienced person as soon as possible and in any event within twenty (20) Business Days from the date on which such absence commenced.
4.5.	In relation to holiday leave or any statutory leave (including adoption, maternity, paternity and shared parental leave), Amdaris will use reasonable endeavours to give the Client not less than two (2) weeks’ notice of such absence and, where permitted by law, will use reasonable endeavours to ensure that each Team Member engaged in providing the Works arranges such leave in line with the Client’s reasonable requirements.

5. Promotion of Team Members

5.1.	The Client acknowledges that Amdaris may, not more than once in any twelve (12) month period from the start date of each Work Order, promote one or more of the Team Members (Promoted Team Members), which would result in the daily rate for the Promoted Team Members increasing as set out in the Rate Card (Promotion Increase).
5.2.	Amdaris will notify the Client of any Promotion Increase not less than one (1) month before the Promotion Increase is applied (Promotion Grace Period) and, upon expiry of the Promotion Grace Period, the Client will have the option:
5.2.1.	to continue with one or more of the Promoted Team Members subject to the Promotion Increase; or
5.2.2.	request Amdaris to provide alternative suitable Team Members at a lower rate.

6. TUPE

6.1.	The parties intend that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) will not apply to any Work Order under this Service Schedule and, accordingly, that there will be no transfer of the contracts of employment of any of:
6.1.1.	the Client Personnel to Amdaris at any time on or following the commencement of this agreement or the provision of any Works; or
6.1.2.	any Team Member to the Client during this agreement or on or following the expiry or termination of a Work in whole or in part (including any reduction in the size of a Team under clause 4 (Adjustment to Teams).
6.2.	If any contract of employment or engagement of either party’s Personnel or any other individual formerly employed or engaged by either party in connection with the Works under this agreement will have effect, or is claimed to have effect, as if originally made between a party (Indemnified Party) and such individual by operation of TUPE, then the other party (Indemnifying Party) will indemnify the Indemnified Party against all means all Losses incurred by the Indemnified Party in connection with the employment or engagement (whether deemed or alleged) of any such individual or the termination of the employment or engagement (whether deemed or alleged) of any such individual.