1. DEFINITIONS

In these Terms:
“Candidate” means the person Introduced by the Employment Agency to the Client for an Engagement including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or employee of the Candidate if the Candidate is a limited liability partnership, and members of the Employment Agency’s own staff; “Client” means the person, firm or corporate body to whom the Employment Agency Introduces a Candidate; “Employment Agency” means Realise Talent Ltd a company incorporated in England and Wales under company number 15074663 and whose registered office is at 227 Franciscan Road, London, England, SW17 8HQ

“Engagement” means the engagement, employment or use of the Candidate by the Client or by any Third Party to whom or to which the Candidate was Introduced by the Client (whether with or without the Employment Agency’s knowledge or consent) on a permanent or temporary basis, howsoever engaged (whether directly or indirectly) and “Engages” and “Engaged” shall be construed accordingly;

“Introduction” means;
a) the interview of a Candidate by the Client in person or by telephone or by any other means,
b) the passing of a curriculum vitae or information in any format which identifies the Candidate; or 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. The time of the Introduction shall betaken to be the earlier of (a) and (b) above; and “Introduced” and “Introduces” shall be construed accordingly; A Candidate will have been Introduced when they have not been contacted directly via the Client or by another third party before the Client’s instruction to the Employment Agency.

“Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and references to a particular Regulation are references contained therein; “Remuneration” includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, shift allowances, location weighting and call-out allowances, the benefit of a company car or car allowance and all other payments or emoluments payable to or receivable by the Candidate for services rendered to or on behalf of the Client.

“Terms” means these Terms of Business as further defined with clause 2; “Third Party” means any company or person who is not the Client. For the avoidance of doubt, subsidiary and associated companies of the Client (as defined by s. 1159 of the Companies Act 2006 and s.416 of the Income and Corporation Taxes Act 1988 respectively) are included in this
definition.

2. THESE TERMS

2.1 These Terms constitute the entire agreement between the Employment Agency and the Client in relation to the subject matter hereof and are deemed to be accepted by the Client and to apply by virtue of (a) an Introduction to the Client of, or the Engagement by the Client of, a Candidate or (b) the passing of information about the Candidate by the Client to any Third Party or (c) the Client’s interview or request to interview a Candidate or (d) the Client’s signature at the end of these Terms or (e) any other written expressed acceptance of these Terms. For the avoidance of doubt, these Terms apply whether or not the Candidate is Engaged by the Client for the same type of work as that for which the Introduction was originally effected.

2.2 The Terms supersede all previous agreements between the parties in relation to the subject matter hereof.

2.3 These Terms prevail over any other terms of business or purchase conditions put forward by the Client.

2.4 The Client authorises the Employment Agency to act on its behalf in seeking Candidates and, if the Client so requests, shall advertise for such Candidates through such methods as are agreed with the Client.

2.5 For the purposes of these terms, the Employment Agency acts as an employment agency as defined within the Regulations.

3. OBLIGATIONS OF THE EMPLOYMENT AGENCY

3.1 The Employment Agency shall use reasonable endeavours to introduce one or more suitable Candidates to meet the requirements of the Client for any particular vacancy. The Employment Agency cannot guarantee to find a suitable Candidate for each vacancy. Without prejudice to clause

3.2 below, the Employment Agency shall use reasonable endeavours to ascertain that the information provided by the Employment Agency to the Client in respect of the Candidate is accurate.

3.2 The Employment Agency accepts no responsibility in respect of matters outside its knowledge and the Client must satisfy itself as to the suitability of the Candidate.

4. CLIENT OBLIGATIONS

4.1 The Client shall satisfy itself as to the suitability of the Candidate. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Candidate, and satisfying other requirements, qualifications or permission required by law of the country in which the Candidate is engaged to work.

4.2 To enable the Employment Agency to comply with its obligations under clause 3 the Client undertakes to provide to the Employment Agency details of the position which the Client seeks to fill, including the type of work that the Candidate would be required to do; the location and hours of work; 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; and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks.

4.3 The Client shall provide details of the date the Client requires the Candidate to commence work, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with the Client.

4.4 The Client shall inform the Employment Agency of any information it has that suggests it would be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the position which the Client seeks to fill.

4.5 The Client shall inform the Employment Agency within 1 working day where it receives details of a Candidate from the Employment Agency which it has already received from another agency in relation to the same vacancy and/ or has contacted directly before instructing the Agency. If no such notification is given by the Client then, in the event of an Engagement, the Client agrees the Employment Agency is entitled to charge a fee in accordance with clause 5.2.

4.6 The Client agrees to, a) notify the Employment Agency as soon as possible (and in any event, not later than 7 days from the date of the offer or from the date the Engagement takes effect; whichever is earlier) of any offer of an Engagement which it makes to the Candidate; and b) notify the Employment Agency immediately that its offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration to the Candidate; and c) pay the Employment Agency’s fee within the period set out under clause 6.2.

4.7 The Client shall not, and shall not seek to cause the Employment Agency to, unlawfully discriminate in relation to the services provided by the Employment Agency to the Client in connection with these Terms and shall disclose any and all information requested by the Employment Agency in the event a Candidate makes a complaint to the Employment Agency.

5. CHARGES AND FEES

5.1 Introductions of Candidates are confidential. Where the Client discloses to a Third Party any details regarding a Candidate Introduced to the Client by the Employment Agency that Third Party subsequently Engages the Candidate within 12 months from the date of the Introduction, the Client shall pay the Employment Agency’s fee as set out in in the attached Fee Schedule and there shall be no entitlement to any rebate or refund to the Client or Third Party.

5.2 The Client shall pay the Employment Agency a fee calculated in accordance with clause

5.3 where it Engages, whether directly or indirectly, any Candidate Introduced by or through the Employment Agency within 12 months from the date of the Employment Agency’s Introduction.

5.3 The fee shall be calculated as a percentage of the Candidate’s Remuneration applicable during the first 12 months of the Engagement (as set out in the table below). The Employment Agency will charge VAT on the fee where applicable.

Candidate Remuneration Percentage payable as the fee
£0-£99k – 20%
> £100k – 22%

5.4 Where the amount of the actual Remuneration is not known or disclosed, the Employment Agency will charge a fee calculated in accordance with clause 5.3 on the maximum level of remuneration applicable for the position or type of position the Candidate had been originally submitted to the Client for and/or comparable position in the general marketplace.

5.5 Where the Engagement is for a fixed term of less than 12 months, the fee in clause 5.3 will apply pro-rata. Where the Engagement is extended beyond the initial fixed term or where the Client re-Engages the Candidate within 12 months from the date of planned or actual termination of the first Engagement, the Client shall pay a further fee based on the Remuneration applicable for the extended period of Engagement or the period of the second or subsequent Engagement.

5.6 Charges incurred by the Employment Agency at the Client’s written request in respect of advertising or any other matters will be charged to the Client in addition to the fee and such charges will be payable whether or not the Candidate is Engaged.

6. INVOICES

6.1 Except in the circumstances set out in clause 5.1, no fee is incurred by the Client until the Candidate commences the Engagement; whereupon the Employment Agency will render an invoice to the Client for its fees.

6.2 The Employment Agency shall raise invoices in respect of the charges payable and the Client agrees to pay the amount due within fourteen (14) days of the date of the invoice.

6.3 All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated within clause 6.2 unless the Client notifies the Employment Agency in writing within 5 days of the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does so notify the Employment Agency that it wishes to dispute part of an invoice, the Client shall pay the undisputed part of the invoice within the agreed payment terms and shall cooperate fully with the Employment Agency in order to resolve the dispute as quickly as possible.

6.4 The Employment Agency shall be entitled to charge interest at the rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998, on all overdue invoices and to suspend work until they are paid.

6.5 If the Employment Agency has to seek recovery of our outstanding account, whether by court action or not, all costs and disbursements incurred by us shall be recoverable from you, including, without limitation, a 10% debt recovery charge, which you hereby accept to be reasonable for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998

6.6 In the event that a Purchase Order number is required it must be submitted by the Client before the Candidate commences the Engagement. Should the Client fail to provide the required P/O number, invoices will be submitted for payment in accordance with clause 6.1.

7. REBATES

7.1 Where the Client qualifies for a rebate in accordance with clause 7.2, and the Engagement of the Candidate is terminated by the Client or the Candidate within the time periods specified below, the Client shall be entitled to a rebate of the introduction fee as follows,

Duration of Employment Percentage of fee to be refunded
0 weeks to less than 4 weeks 100%
4 weeks to 8 weeks 50%
8 weeks to less than 12 weeks 25%
12 weeks or more 0%

7.2 The following conditions must be met in order for the Client to qualify for a rebate, a) the Client must notify the Employment Agency that the Candidate’s Engagement has ended within 7 days of the Engagement ending or within 7 days of notice being given to end the Engagement; whichever is earlier; or b) the Employment Agency’s invoice for the fee must have been paid within the payment terms in accordance with clause 6.2; or c) the Candidate’s engagement is not terminated by reason of redundancy or re-organisation or change in strategy of the Client; or d) the Candidate did not leave the Engagement because he/she reasonably believed that the nature of the actual work was substantially different from the information the Client provided prior to the Candidate’s acceptance of the Engagement; or e) the Candidate did not leave the Engagement as a result of discrimination or other acts against the Candidate; or f) the Candidate was not at any time in the 12 months prior to the start of the Engagement employed or hired (whether on a permanent or contract basis) by the Client. g) The Client must exclusively give the Employment Agency 6 weeks from the date of the notice of non-commencement or termination in which to find one suitable replacement candidate based on the original specification given. If after 6 weeks no suitable replacement candidate can be found the client will be eligible for a refund.

7.3 Where the Client re-engages the Candidate either on an employment or indirect basis, any rebate paid to the Client under clause 7.1 in respect of that Candidate, shall be immediately repaid to the Employment Agency by the Client.

7.4 In circumstances where clause 5.5 applies, the refund will apply pro-rata. For clarification if the contract is for a fixed term of 6 months the time periods will be pro rated to a maximum of 6 weeks.

7.5 For the purposes of this clause 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.

8. LIABILITY AND INDEMNITY

8.1 The Employment 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 Employment Agency seeking a Candidate for the Client or from the Introduction or Engagement of any Candidate by the Client or from the failure of the Employment Agency to introduce any Candidate or from the Client’s disclosure to a Third Party of any details regarding a Candidate.

8.2 Notwithstanding clause 8.1 above, nothing in these Terms shall be deemed to exclude or restrict any liability of the Employment Agency to the Client for personal injury or death.

8.3 The Employment Agency shall not be liable for failure to perform its obligations under these Terms if such failure results by reason of any cause beyond its reasonable control.

8.4 The Client shall indemnify and keep indemnified the Employment Agency against any costs (including legal costs), claims or liabilities incurred directly or indirectly by the Employment Agency arising out of or in connection with these Terms including (without limitation) as a result of, a) any breach of these Terms by the Client or by its employees or agents; and/or b) any breach by the Client or Third Party, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity, immigration legislation and the Regulations); and/or c) any unauthorised disclosure of a Candidate details by the Client or Third Party, or any of its employees or agents.

9. TERMINATION

9.1 These Terms may be terminated by either party by giving to the other immediate notice in the event that either the Employment Agency or the Client goes into liquidation, becomes bankrupt or enters into an arrangement with creditors or has a receiver or administrator appointed or where the Employment Agency has reasonable grounds to believe the Client will not pay the Employment Agency’s invoice within the payment terms agreed within clause 6.2.

10. EQUAL OPPORTUNITIES

10.1 The Employment Agency is committed to equal opportunities and expects the Client to comply with all anti-discrimination legislation as regards the selection and treatment of Candidates.

11. CONFIDENTIALITY

11.1 All information contained within these Terms shall remain confidential and the Client shall not divulge it to any Third Party except for its own employees and professional advisers and as may be required by law.

11.2 The Client shall not without the prior written consent of the Employment Agency provide any information in respect of the Candidate to any Third Party whether for employment purposes of otherwise.

11.3 The Client agrees to comply with the Data Protection Act 1988 (“the Act”) and shall not cause or seek to cause the Employment Agency to breach the Act in connection with these Terms and shall provide any and all information requested by the Employment Agency in a timely manner to assist the Employment Agency to respond to a Data Subject access request (as defined with the Act).

12. GENERAL

12.1 Any failure by the Employment Business to enforce at any particular time any one or more of these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.

12.2 Headings contained in these Terms are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate.

12.3 No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.

12.4 If any provision, clause or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms shall remain in full force and effect to the extent permitted by law.

12.5 Any reference to legislation, statute, act or regulation shall include any revisions, reenactments or amendments that may be made from time to time.

13. NOTICES

13.1 Any notice required to be given under these Terms (including the delivery of any information or invoice) shall be delivered by hand, sent by facsimile, email or prepaid first class post to the recipient at its fax number or address specified in these Terms (or as otherwise notified from time to time to the sender by the recipient for the purposes of these Terms).

13.2 Notices shall be deemed to have been given and served, a) if delivered by hand, at the time of delivery if delivered before 5.00 pm on a business day or in any other case at 10.00 am on the next business day after the day of delivery; or b) if sent by facsimile or e-mail, at the time of despatch if despatched on a business day before 5.00 p.m. or in any other case at 10.00 a.m. on the next business day after the day of despatch, unless the transmission report indicates a faulty or incomplete transmission or, within the relevant business day, the recipient informs the sender that the facsimile or e-mail message was received in an incomplete or illegible form; or c) if sent by prepaid first class post, 48 hours from the time of posting.

14. VARIATION

14.1 No variation or alteration of these Terms shall be valid unless approved in writing by the Client and the Employment Agency.

15. APPLICABLE LAW

15.1 These Terms shall be construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

1 DEFINITIONS

1.1 In these Terms of Business (“Terms”) the following definitions apply: “Assignment” means the period during which the Temporary Worker is supplied by the Employment Business to provide services to the Client; “Assignment Details Form” means written confirmation of the assignment details agreed with the Client prior to commencement of the Assignment; “Client” means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Temporary Worker is supplied or Introduced; “Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended); “Employment Business” Realise Talent Ltd (registered company no. 15074663 trading as [Realise Talent] of 227 Franciscan Road, London, England, SW17 8HQ (“the Employment Business”). “Engagement” means the engagement, employment or use of the Temporary Worker by the Client or any third party on a permanent or temporary basis, whether under a contract of service or for services; an agency, license, franchise or partnership arrangement; or any other engagement; or through any other employment business; or through a corporate body of which the Temporary Worker is an officer, employee or other representative; and “Engage”, “Engages” and “Engaged” shall be construed accordingly; “Introduction” means (i) the passing to the Client of a curriculum vitae or information which identifies the Temporary Worker; or (ii) the Client’s interview of a Temporary Worker (in person or by telephone or by any other means), following the Client’s instruction to the Employment Business to supply a Temporary Worker; and “Introduces” and “Introduced” shall be construed
accordingly; “Period of Extended Hire” means any additional period that the Client wishes the Temporary Worker to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee; “Remuneration” includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Temporary Worker for services provided to or on behalf of the Client or any third party. “Temporary Worker” means the individual who is Introduced by the Employment Business to provide services to the Client; “Transfer Fee” means the fee payable should the client wish to employ the candidate directly or through another employment business.

1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include 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 together with the attached Schedule and any applicable Assignment Details Form (“Terms”) constitute the contract between the Employment Business and the Client for the supply of the Temporary Worker’s services by the Employment Business to the Client and are deemed to be accepted by the Client by virtue of its request for, interview with or Engagement of the Temporary Worker, or the passing of any information by the Client about a Temporary Worker to any third party following an Introduction.

2.2 These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Client.

2.3 No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a director of the Employment Business and the Client and are set out in writing and a copy of the varied Terms is given to the Client stating the date on or after which such varied Terms shall apply.

2.4 The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when introducing or supplying workers for temporary Assignments with the Client.

3. CLIENT OBLIGATIONS

3.1 To enable the Employment Business to comply with its obligations under the Conduct Regulations the Client undertakes to provide to the Employment Business details of the position which the Client seeks to fill, including the following:

3.1.1 the type of work that the Temporary Worker would be required to do;

3.1.2 the location and hours of work;

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

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

3.1.5 the date the Client requires the Temporary Worker to commence the Assignment;

3.1.6 the duration or likely duration of the Assignment;

3.1.7 the minimum rate of pay, expenses and any other benefits that would be offered;

3.2 The Client will assist the Employment Business in complying with the Employment Business’ duties under the Working Time Regulations 1998 (as amended) by supplying any relevant information about the Assignment requested by the Employment Business and the Client will not do anything to cause the Employment Business to be in breach of its obligations under these Regulations. If the Client requires the services of a Temporary Worker for more than 48 hours in any week during the course of an Assignment, the Client must notify the Employment Business of this requirement before the commencement of the Assignment or at the very latest, where this is not reasonably practicable, before the commencement of the week in which the Client requires the Temporary Worker to work in excess of 48 hours.

3.3 The Client undertakes that it knows of no reason why it would be detrimental to the interests of the Temporary Worker for the Temporary Worker to fill the Assignment.

4. INFORMATION TO BE PROVIDED

4.1 When making an Introduction of a Temporary Worker to the Client the Employment Business shall inform the Client:

4.1.1 of the identity of the Temporary Worker;

4.1.2 that the Temporary Worker has authorisation required by law or a professionalbody to work in the Assignment;

4.1.3 whether the Temporary Worker will be employed by the Employment Business under a contract of service or apprenticeship or a contract for services; and

4.1.4 that the Temporary Worker is willing to work in the Assignment.

4.2 Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any Public or Bank Holiday) following, save where the Temporary Worker is Introduced for an Assignment in the same position as one in which the Temporary Worker had previously been supplied within the previous 5 business days and such information has already been given to the Client, unless the Client requests that the information be resubmitted.

5. TIMESHEETS

5.1 At the end of each week of an Assignment (or at the end of the Assignment where it is for a period of 1 week or less) the Client shall sign the Employment Business’ timesheet verifying the number of hours worked by the Temporary Worker during that week.

5.2 Signature of the timesheet by the Client is confirmation of the number of hours worked. If the Client is unable to sign a timesheet produced for authentication by the Temporary Worker because the Client disputes the hours claimed, the Client shall inform the Employment Business as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with the Employment Business to enable the Employment Business to establish what hours, if any, were worked by the Temporary Worker. Failure to sign the timesheet does not absolve the Client of its obligation to pay the charges in respect of the hours worked.

5.3 The Client shall not be entitled to decline to sign a timesheet on the basis that it is dissatisfied with the work performed by the Temporary Worker. In the event of the Client being dissatisfied with the Temporary Worker the provisions of clause 11.1 below shall apply.

6. CHARGES

6.1 The Client agrees to pay such daily charges of the Employment Business as notified to and agreed with the Client. The daily charges are calculated according to the number of daily worked by the Temporary Worker (to the nearest quarter hour) and comprise the following:

6.1.1 the Temporary Worker’s daily rate of pay;

6.1.2 an amount equal to any statutory leave to which the Temporary Worker is entitled and which is accrued during the course of an Assignment;

6.1.3 employer’s National Insurance contributions; (only if PAYE Employed)

6.1.4 any travel, hotel or other expenses as may have been agreed with the Client or, if there is no such agreement, such expenses as are reasonable; and

6.1.5 the Employment Business’ commission, which is calculated as 15% markup of the Temporary Worker’s daily rate + holiday pay and National Insurance. (Holiday Pay and National Insurance is only applicable for PAYE Temporary Workers)

6.2 The Charges are invoiced to the Client on a weekly basis and are payable within 30 days. VAT is payable at the applicable rate on the entirety of these charges.

6.3 The Employment Business reserves the right to vary the hourly/daily charges agreed with the Client, by giving written notice to the Client, in order to comply with any additional liability imposed by statute or other legal requirement or entitlement.

6.4 The Employment Business reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.

6.5 There are no refunds payable in respect of the charges of the Employment Business.

6.6 The Client’s obligations under this clause 16 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.

7. PAYMENT OF THE TEMPORARY WORKER

When the Employment Business assumes responsibility for paying the Temporary Worker and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to the Temporary Worker pursuant to sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003.

8. TRANSFER FEES

8.1 Subject to clause 9.1, when the Client or any member of the Client Group or any client of the Client with whom the Agency Worker has/had contact with, Engage an Agency Worker (other than through the Employment Business) either during the Assignment or within the Quarantine Period, the Client shall notify the Employment Business of that Employment or Engagement and shall pay the Employment Business the Transfer Fee irrespective of the planned duration of the Engagement. No refund of the Transfer Fee will be paid in the event that the Employment or Engagement subsequently terminates. VAT is payable in addition to any fee due.

8.2 Subject to clause 9.2, where there has been an Introduction of a Candidate to the Client which does not immediately result in the supply of the services of that Candidate by the Employment Business to the Client, but which later leads to an Engagement of the Candidate by the Client or any member of the Client Group or any client of the Client with whom the Agency Worker has/had contact with, whether directly or indirectly, within 6 months from the date of Introduction, the Client shall notify the Employment Business of that Engagement and shall be liable to pay a Transfer Fee irrespective of the planned duration of the Engagement. No refund of the Transfer Fee will be paid in the event that the Employment or Engagement subsequently terminates. VAT is payable in addition to any fee due.

8.3 All Introductions are confidential. If during the Assignment or the Quarantine Period the Client passes details of a Candidate and/or Agency Worker to any third party resulting in the Engagement of that Candidate and/or Agency Worker, then the Client shall be liable to pay the Transfer Fee.

8.4 The Transfer Fee shall be calculated as 15% of the Candidate’s Remuneration during the first 12 months of the Engagement or, if the actual amount is not known, the candidates daily rate x 300.

9. INTRODUCTION FEES

9.1 The Client shall be liable to pay the Employment Business an Introduction Fee in the following circumstances:

9.1.1 where the Temporary Worker has been Introduced but not supplied to the Client, and the Client Engages the Temporary Worker either directly or through another employment business, within 6 months of the Introduction; or

9.1.2 the Client Introduces the Temporary Worker to a third party and such Introduction results in an Engagement of the Temporary Worker by the third party either directly or through another employment business within 6 months from the date of Introduction by the Client to the third party.

9.2 The Introduction Fee will be calculated as 15% of a candidates renumeration

9.3 No refund of the Introduction Fee will be paid in the event that the Engagement subsequently terminates.

9.4 VAT is payable at the applicable rate in addition to any Introduction Fee due.

10. SPECIAL SITUATIONS

10.1 Where the Temporary Worker is required by law, or any professional body to have any qualifications or authorisations to work on the Assignment or the Assignment involves caring for or attending one or more persons under the age of 18 or any person who by reason of age, infirmity or who is otherwise in need of care or attention, the Employment Business will take all reasonably practicable steps to obtain and offer to provide to the Client:

10.1.1copies of any relevant qualifications or authorisations of the Temporary Worker; and

10.1.2Two references from persons not related to the Temporary Worker who have agreed that the references they provide may be disclosed to the Client; and such other reasonably practicable steps as are required to confirm that the Temporary Worker is suitable for the Assignment. If the Employment Business is unable to do any of the above it shall inform the Client of the steps it has taken to obtain this information in any event. The Client shall advise the Employment Business at the time of instructing the Employment
Business to supply a Temporary Worker, or if it is not reasonably practicable, at the very latest, prior to the commencement of the Assignment, whether during the course of the Assignment, the Temporary Worker will be required to work with children or vulnerable adults or engage in “Regulated Activity” or “Controlled Activity” as defined in the Safeguarding Vulnerable Groups Act 2006.

10.2 The Client shall assist the Employment Business by providing any information required to allow the Employment Business to comply with its statutory obligations under the Safeguarding Vulnerable Groups Act 2006 and to allow the Employment Business to select a suitable Temporary Worker for the Assignment.

10.3 In particular, in the event that the Client removes or would have removed a Temporary Worker from carrying out “Regulated Activity” or “Controlled Activity” for reasons set out in section 35 of the Safeguarding Vulnerable Groups Act 2006, the Client will provide sufficient information to allow the Employment Business to discharge its statutory obligation to refer information to the Independent Safeguarding Authority.

11. UNSUITABILITY OF THE TEMPORARY WORKER

11.1 The Client undertakes to supervise the Temporary Worker sufficiently to ensure the Client’s satisfaction with the Temporary Worker’s standards of workmanship. If the Client reasonably considers that the services of the Temporary Worker are unsatisfactory, the Client may terminate the Assignment either by instructing the Temporary Worker to leave the Assignment immediately, or by directing the Employment Business to remove the Temporary Worker. The Client will still be responsible for paying anytime the temporary worker was employed.

11.2 The Employment Business shall notify the Client immediately if it receives or otherwise obtains information which gives the Employment Business reasonable grounds to believe that a Temporary Worker supplied to the Client is unsuitable for the Assignment and shall be entitled to terminate the Assignment forthwith without prior notice and without liability. The Client shall notify the Employment Business immediately and without delay and in any event within 2 hours if the Temporary Worker fails to attend work or has notified the Client that they are unable to attend work for any reason.

12. TERMINATION OF THE ASSIGNMENT

Any of the Client, the Employment Business or the Temporary Worker may terminate an Assignment at any time without prior notice and without liability (except in the case of termination by the Client, who shall be liable for any charges due under clause 6 above).

13. CONFIDENTIALITY AND DATA PROTECTION

All information relating to a Temporary Worker is confidential and subject to the Data Protection Act 1998 and is provided solely for the purpose of providing work- finding services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the Data Protection Act 1998 in receiving and processing the data at all times. In addition information relating to the Employment Business’ business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.

14. INTELLECTUAL PROPERTY RIGHTS

All copyright, trademarks, patents and other intellectual property rights deriving from the Assignment shall belong to the Client. Accordingly the Employment Business shall use its reasonable endeavours to ensure that the Temporary Worker shall execute all such documents and do all such acts in order to give effect to the Client’s rights pursuant to this clause.

15. LIABILITY

15.1 Whilst reasonable efforts are made by the Employment Business to give satisfaction to the Client by ensuring reasonable standards of skill, integrity and reliability from Temporary Workers and by providing Temporary Workers with the Assignment details supplied by the Client, the Employment Business is not liable for any loss, expense, damage or delay arising from any failure to provide any Temporary Worker for all or part of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Temporary Worker or if the Temporary Worker terminates the Assignment for any reason. For the avoidance of doubt, the Employment Business 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.

15.2 Temporary Workers supplied by the Employment Business are engaged under contracts for services. They are not the employees of the Employment Business but are deemed to be under the supervision, direction and control of the Client from the time they report to take up duties and for the duration of the Assignment. The Client agrees to be responsible for all acts, errors or omissions of the Temporary Worker, whether wilful, negligent or otherwise as though the Temporary Worker was on the payroll of the Client.

15.3 The Client shall advise the Employment Business of any special health and safety matters about which the Employment Business is required to inform the Temporary Worker and about any requirements imposed by law or by any professional body, which must be satisfied if the Temporary Worker is to fill the Assignment. The Client will also comply in all respects with all statutory provisions as are in force from time to time including, for the avoidance of doubt, but not limited to the Working Time Regulations 1998 (as amended), Health and Safety At Work etc. Act 1974, the Management of Health and Safety at Work Regulations 1999, by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the Client’s own staff (excluding the matters specifically mentioned in clause 7 above), including in particular the provision of adequate Employer’s and Public Liability Insurance cover for the Temporary Worker during all Assignments.

15.4 The Client undertakes not to request the supply of a Temporary Worker to perform the duties normally performed by a worker who is taking part in official industrial action or duties normally performed by a worker who has been transferred by the Client to perform the duties of a person on strike or taking official industrial action.

15.5 The Client shall indemnify and keep indemnified the Employment Business against any costs, claims, damages, expenses or liabilities incurred by the Employment Business arising out of any Assignment

15.6 The Client undertakes that it knows of no reason why it would be detrimental to the interests of the Consultancy for the Consultancy to fill the Assignment.

16. NOTICES

All notices which are required to be given in accordance with this Agreement 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. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.

17. SEVERABILITY

If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining Terms, which shall continue to be valid to the fullest extent permitted by applicable laws.

18. GOVERNING LAW AND JURISDICTION

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