Standard Terms of Business for the Introduction of Permanent or Fixed Term Contract Staff

1. DEFINITIONS

1.1. In these Terms the following definitions apply:

"Cancellation Fee"

means the fee payable by the Client to the Agency when the Client withdraws an offer of Engagement made to the Candidate before the Candidate has accepted the offer and which is calculated in accordance with clause 3.9;

"Candidate"

means the person Introduced by the Agency to the Client for an Engagement including any officer, employee or other representative of the Candidate if the Candidate is a corporate body, and members of the Agency's own staff;

"Engagement"

means the engagement (including the Candidate's acceptance of the Client's offer), employment or use of the Candidate by the Client or by any third party to whom the Candidate has been introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement; or through a limited company of which the Candidate is an officer, employee or other representative;

"Introduction"

means (i) the passing to the Client of a curriculum vitæ or information which identifies the Candidate or (ii) the Client's interview of a Candidate (in person, by telephone or by any other means), following the Client's instruction to the Agency to search for a Candidate; and, in either case, which leads to an Engagement of the Candidate; and "Introduces" and "Introduced" shall be construed accordingly;

"Introduction Fee"

means the fee payable by the Client to the Agency for an Introduction resulting in an Engagement; and

"Vulnerable Person"

means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen.

1.2. Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.

1.3. The headings contained in these Terms are for convenience only and do not affect their interpretation.

2. THE CONTRACT

2.1. These Terms and attached Schedule(s) ("the Terms") form the contract between the Agency and the Client for the Introduction of staff and are accepted if the Client introduces, engages, or shares Candidate information about a Candidate to any third party after an Introduction.

2.2. These Terms are the entire agreement between the parties and prevail over any other terms unless otherwise agreed in writing by an Agency director.

2.3. No variation of these Terms is valid unless agreed in writing by both a director of the Agency and the Client, with a copy provided to the Client stating the date from which the variation

applies.

2.4. The Agency acts as an employment agency (as defined in Section 13(2) of the Employment Agencies Act 1973) when Introducing Candidates to the Client for direct Engagement by that Client.

3. NOTIFICATION AND FEES

3.1. The Client agrees to:

3.1.1. immediately notify the Agency of any offer of an Engagement to the Candidate;

3.1.2. immediately notify the Agency when an offer is accepted by a Candidate and give details of the remuneration agreed with the Candidate together with any documentary evidence as requested by the Agency; and

3.1.3. pay the Introduction Fee, to be calculated in accordance with the provisions of this clause 3, by the due date(s) for payment in clause 3.2.

3.2. Where the actual remuneration is not known, the Agency will charge an Introduction Fee calculated in accordance with clause 3.3 based on its reasonable determination of the remuneration considering the market rate level of remuneration applicable for the position in which the Candidate has been Engaged and any information supplied to the Agency by the Client and/or comparable positions in the market generally.

3.3 Where prior to the commencement of the Engagement the Agency and the Client agree that the Engagement will be on the basis of a fixed term of less than 12 months, the Introduction Fee will apply pro-rata. If the Client (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within 6 calendar months from the date of termination of the agreed period of the fixed term Engagement, then the Client shall be liable to pay a further fee based on the additional remuneration applicable for (a) the extended period of Engagement or (b) the period of the second and any subsequent Engagement, subject to the Client not being liable to pay a greater sum in Introduction Fees under clause 3.3 had the Candidate first been Engaged for 12 months or more.

3.4. The Client's obligations under this clause 3 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.

3.5. VAT is charged at the standard rate on all fees.

3.6. The Agency reserves the right to charge interest on late payments at 8% per annum above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998, accruing from the due date of unpaid invoices until paid.

3.7. In the event that any Agency staff with whom the Client has had personal dealings accepts an Engagement with the Client while employed by the Agency or within 3 months of leaving the Agency, the Client shall be liable to pay the Agency a fee equivalent to the Introduction Fee calculated in accordance with clause 3.3. For the avoidance of doubt, the Client shall not be entitled to a refund for any fee due under this clause 3.7 in any circumstances.

4. REBATE

4.1. If, after an offer has been made and accepted, the Engagement (a) does not commence because the Candidate withdraws their acceptance; or (b) once it has commenced, is terminated by either the Candidate or the Client (except in circumstances where the Candidate is made redundant) before the expiry of 12 weeks from the date of commencement of the Engagement; then subject to the terms of clause 4.2 the Agency will rebate the Introduction Fee in accordance with the Scale of Rebate.

4.2. In order to qualify for the rebate set out in clause 4.1 the Client must comply with the provisions of clause 3.1 and must notify the Agency in writing of the termination of the Engagement or the non-commencement of the Engagement within 7 days of its termination or non-commencement.

4.3. For the purposes of this clause 4 the date of termination of the Engagement shall be the date on which the Candidate ceases working or would have ceased working for the Client, but for any period of garden leave or payment in lieu of notice, whichever is the later.

4.4. In circumstances where clause 3.5 applies, the full Introduction Fee is payable and there shall be no entitlement to a refund.

4.5. If subsequent to the Client receiving a rebate, the Candidate is re-Engaged within a period of 6 calendar months from the date of termination then the rebate shall be repaid to the Agency. The Client shall not be entitled to any further rebates in relation to the re-Engagement of this Candidate.

5. INTRODUCTIONS TO THIRD PARTIES

Introductions of Candidates are confidential. If a Client discloses a Candidate's details to a third party, that will be deemed to be a "Third Party Introduction". If that Third Party Introduction results in an Engagement of the Candidate by the third party within 6 months of the Agency's Introduction of the Candidate to the Client, then the Client will be liable to the Agency for payment of an Introduction Fee calculated in accordance with clause 3.3. Neither the Client nor the third party shall be entitled to a refund of the Introduction Fee under clause 4 in any circumstances.

6. SUITABILITY CHECKS

6.1. The Agency endeavours to ensure the suitability of Candidates Introduced to the Client to work in the position which the Client seeks to fill by taking reasonably practicable steps to:

6.1.1. ensure that it would not be detrimental to the interests of either the Client or the Candidate;

6.1.2. ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body;

6.1.3. confirm that the Candidate is willing to work in the position

6.2. Notwithstanding clause 6.1 the Client must satisfy itself as to the suitability of the Candidate for the position they are seeking to fill. The Client is responsible for:

6.2.1. taking up any references provided by the Candidate before Engaging the Candidate;

6.2.2. checking the Candidate's right to work and obtaining permission to work as may be required by the law of the country in which the Candidate is Engaged to work;

6.2.3. the arrangement of medical examinations and/or investigations into the medical history of any Candidate; and

6.2.4. satisfying any medical and other requirements, qualifications or permission required for the Candidate to work in the Engagement.

6.3. To enable the Agency to comply with its obligations under clause 6.1 above the Client undertakes to provide to the Agency details of the position which the Client seeks to fill, including the following:

6.3.1. the type of work that the Candidate would be required to do;

6.3.2. the location and hours of work;

6.3.3. the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position;

6.3.4. any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;

6.3.5. the date the Client requires the Candidate to commence the Engagement;

6.3.6. the duration or likely duration of the Engagement;

6.3.7. the minimum rate of remuneration, expenses and any other benefits that would be offered;

6.3.8. the intervals of payment of remuneration; and

6.3.9. the length of notice that the Candidate would be entitled to give and receive to terminate their employment with the Client.

6.4. Where the Candidate is Introduced for a position which involves working with a Vulnerable Person the Agency shall take reasonably practicable steps to:

6.4.1. obtain confirmation of the Candidate's identity;

6.4.2. obtain confirmation that the Candidate has the experience, training, qualifications and any authorisation which the Client considers necessary or which may be required by law or by any professional body; and

6.4.3. obtain and offer to provide copies to the Client of two references from persons who are not relatives of the Candidate. If the Agency been unable to do so fully it shall inform the Client of the steps it has taken to obtain this information.

7. CONFIDENTIALITY AND DATA PROTECTION

7.1. All information relating to a Candidate is confidential and subject to the Data Protection Act 2018 and the General Data Protection Regulation (EU 2016/679) and is provided solely for the purpose of providing work-finding services to the Client.

7.2. Both parties will keep confidential information secure and comply with Data Protection Act 2018 and the General Data Protection Regulation (EU 2016/679), informing each other of any breaches promptly.

8. LIABILITY

The Agency shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the Agency seeking a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of the Agency to introduce any Candidate. The Agency does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.

9. TERMINATION

9.1. Either party may terminate this Agreement with 30 days written notice to the other party.

9.2. Immediate termination is applicable in the event of a material breach of any terms of this Agreement, which is not remedied within 15 days of written notification of this breach.

10. NOTICES

All notices which are required to be given in accordance with these Terms shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission.

11. SEVERABILITY

Unenforceable terms do not affect the remainder of the contract.

12. GOVERNING LAW AND JURISDICTION

These Terms are governed by the law of England and are subject to the exclusive jurisdiction of the Courts of England.