Around The Clock Recruitment

TERMS & CONDITIONS OF BUSINESS

1 DEFINITIONS In these Terms of Business the following definitions apply: Advertised Search means advertisement of a position to fulfil an Assignment via various media e.g. bespoke print and/or online. Agency means Around The Clock Recruitment Ltd. Assignment means the instructions given to the Agency by a Client to identify Candidates for a position. Candidate means any individual, whether employed or self-employed, and/or a limited company through which an individual is offering services, in respect of whom or which, or in respect of whose skills or services, information is provided to the Client by the Agency. Client means the person, firm, corporation or organisation including the recipient of these Terms of Business to which a Candidate is introduced by the Agency. For the purposes of this Agreement, Client includes any subsidiary or associated company (as defined by s.736 Companies Act 1985) of the company or organisation to which a Candidate is introduced and any associate. Consultant means an individual employed by the Agency whose role is to fulfil an Assignment. CV means Curriculum Vitae or other document giving details about a Candidate. Database Search means a search for suitable Candidates through the Agencys database of registered Candidates or other databases to which the Agency has access. Engagement means the engagement, employment, hire or use of the Candidate directly or indirectly and whether under a contract of service or contract for services or otherwise by or on behalf of the Client, or any third party as a result of the introduction of the Candidate to the third party by the Client. This can be on a permanent or temporary basis. 'Engaged' and 'Engaging' shall be construed accordingly. Fee means the amount of monies the Client is obliged to pay to the Agency following a successful Introduction leading to an Engagement. Introduction means communication from the Agency which identifies a Candidate leading to the Clients interview of the Candidate, howsoever conducted and which results in Engagement of that Candidate. Position means a vacancy within the Clients organisation for which the Agency has received an Assignment. Recruitment Guarantee means the entitlement if any to a rebate of the Fee in the event that a Candidate leaves the Client within 3 months of Engagement as set out in Clause 6.1. Salary means the agreed first year annual salary plus any guaranteed bonus. Sole Agency means the Client giving an Assignment to the Agency exclusively for a defined period.

The Headings in this Agreement are inserted for convenience only and shall be ignored when construing this Agreement. Words denoting the singular shall include the plural and vice versa and words denoting persons shall include corporations, firms and partnerships. References to clauses are to be construed as references to clauses of this Agreement.

Page 1 of 5

Around The Clock Recruitment

THE AGREEMENT 2.1 Once the Client has received this document any act by the Client of accepting or requesting services from the Agency, or using in any way information from the Agency relating to a Candidate, is deemed to be and shall constitute the Clients acceptance of these Terms of Business.
2.2 These terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Agency stating the date on or after which such varied terms shall apply. These Terms of Business prevail over any other terms of business or purchase conditions including any put forward by the Client. The complete or partial invalidity or unenforceability of any provision in this Agreement for any purpose shall in no way affect the validity or enforceability of such a provision for any other purpose or the remaining provisions. Any such provisions shall be deemed to be severed for that purpose subject to such consequential modifications as may be necessary for the purpose of such severance.

2.3

RECRUITMENT SERVICES The Agency offers Clients the following services: 3.1 Database Search The primary service for Clients seeking Candidates for an Engagement is a Database Search. This is a continuous process from the date an Assignment is received until the position is filled. For Assignments using Database Search, the Agency will carry out a search and the appointed Consultant will submit Candidates deemed suitable to the Client. A recruitment Fee is payable to the Agency when a Candidate introduced to the Client is Engaged. 3.2 Advertised Selection In the event that no suitable Candidates are identified via Database Search, or the nature of the position(s) require it, the Agency offers Advertised Selection. The Agency will manage the production of advertising for specific Assignment(s) as instructed by the Client. Potential Candidates responding to the specific advertisement(s) will be screened and suitable Candidates interviewed. A shortlist will be prepared and issued to the Client within an agreed period. The Client will have first refusal of any suitable Candidates sourced through Advertised Selection. Costs related to advertising media and creative design work will be agreed with the Client. The agreed costs will be invoiced separately and will be payable irrespective of whether or not a Candidate is Engaged.

SUITABILITY AND REFERENCES 4.1 The Agency uses its reasonable endeavours to check the suitability of any Candidate introduced to the Client by, where possible, obtaining confirmation of the Candidates identity and that the Candidate has the experience, training, qualifications and any authorisation which the Client considers necessary to work

Page 2 of 5

Around The Clock Recruitment

in the position which the Client seeks to fill. Notwithstanding clause 4.1 above, the Client shall satisfy itself as to the suitability of the Candidate and the Client shall take up any reference provided by the Candidate. The Client shall be responsible for obtaining any work and other permits and for ensuring that the Candidate satisfies any medical requirements, background checks or other qualifications that may be appropriate or required by law. The Client accepts that no warranty as to the suitability of the Candidate can be given by the Agency and the Agency cannot guarantee to find a suitable Candidate for each vacancy.

FEES 5.1 The Client will notify the Agency immediately an offer of employment is accepted by a Candidate or otherwise upon the commencement of an Engagement (whichever first occurs). 5.2 The Fee is calculated from the Salary offered by the Client and accepted by the Candidate as follows: Business Fee Charity Fee 15% 12.5% A discounted fee rate may be agreed for Sole Agency arrangements for business clients. The Fee is payable upon confirmation of Engagement and will be invoiced within a few days of the Candidates start date. Payment in full must be made within 14 days of the Candidates start date. For interim or contract Assignments, when the Candidate is engaged by the Client for less than a year in duration, the Fee charged will be pro rata to the annual equivalent fee, e.g. for a six month Engagement (6/12) 50% of the above Fee is payable. Should a Candidate be made permanent or the contract period extended, an additional Fee will be charged up to a maximum of the Fee due for a full 12 month period. Should a Candidate's CV be sent to the Client from one or more source, the Agency will be considered as having introduced the Candidate to the Client if it effected the introduction first or had a Sole Agency Agreement. A full recruitment Fee is payable if any Candidate introduced by the Agency is Engaged by the Client within 12 months of that introduction. The Fee payable will be the Fee applicable when the introduction was made. The Agency will charge interest on all invoiced amounts unpaid for more than 14 days at the rate of 4% per annum above the prevailing Bank of England base rate, from the due date until the date of payment. VAT is excluded and will be added at the prevailing rate.

5.3 5.4

5.5

5.6

5.7

5.8

5.9

RECRUITMENT GUARANTEE AND REFUNDS 6.1 In the event that a Candidate recruited via Database Search or Advertised Selection, leaves the Client within 3 months of commencing employment, the Agency may rebate a proportion of the recruitment Fee as follows:
Page 3 of 5

Around The Clock Recruitment

Within 2 weeks Within 1 month Within 6 weeks Within 2 months Within 10 weeks Within 3 months After 3 months

100% 83% 66% 50% 33% 16% no refund

6.2

The Recruitment Guarantee will apply only when the following conditions are met: (a) (b) the Fee and any other sums due under this Agreement must have been paid in full within 14 days of the Engagement start date; the Client must notify the Agency in writing of the Candidates resignation or departure within 14 days setting out the date in writing of departure and the reason for it; and the Client did not enter into the Engagement with the prior or likely intention of disposing of the Candidate's services or terminating employment either without proper care or with a view to obtaining a rebate unfairly.

(c)

6.3

The Recruitment Guarantee will be void in the event of termination of the Candidate's Engagement due to redundancy, pregnancy, injury or ill health or by reason of the Candidate's race, sex, age or any disability or due to insolvency of a Client or if fundamental changes have been made to the role for which the Candidate was recruited. Any rebate of the Recruitment Guarantee shall be repayable in full to the Agency where the Client subsequently re-engages the Candidate in any capacity.

6.4

DISCLOSURE 7.1 The Client consents to the disclosure by the Agency to Candidates of information relating to the Client. LIABILITY 8.1 Save to the extent that such loss is caused by the wilful default of the Agency or its staff neither the Agency nor its staff shall be liable under any circumstance for any loss, injury, 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. PROVIDED THAT nothing in this clause shall be construed as purporting to exclude or restrict liability of the Agency to the Client for personal injury or death resulting from negligence (as defined in the Unfair Contract Terms Act 1977) nor any statutory liability or any exclusion or limitation which is prohibited by law.

8.2

In consideration of the Agency entering into an agreement with the Client into which these terms are incorporated, the Client hereby undertakes to indemnify the Agency in respect of any and all liability of the Agency for:
Page 4 of 5

Around The Clock Recruitment

(a) (b)

Any loss, injury, expense or delay suffered or incurred by a Candidate, howsoever caused; and Any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;

PROVIDED THAT this indemnity is given only in respect of any such loss, injury, damage, expense or delay caused during or arising directly or indirectly out of or in any way connected with an Engagement. 8.3 The Client acknowledges that the limitations and exclusions of the obligations and liabilities of the Agency set out in this Agreement are reasonable and reflected in the Fee payable to the Agency under this Agreement and shall accept risk or insure accordingly.

NON-SOLICITATION 9.1 The Client undertakes not to employ or seek to employ members of the staff of the Agency but if any such member of staff accepts an Engagement within 3 months of such member of staff leaving the employment of the Agency, then the Client shall be liable to pay the Agency's scale of Fees for staff as if such member of staff had been introduced by the Agency. LAW 10.1 These Terms are governed by the law of England and are subject to the exclusive jurisdiction of the Courts of England. DISPUTES 11.1 Without prejudice to either parties rights, any dispute between the Client and the Agency arising out of this Agreement may be referred to the Directors or senior management of the parties who shall, within 10 working days of a notice from either party to the other, meet to attempt in good faith to resolve the dispute on a full and final basis. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 12.1 Nothing in this Agreement shall confer or purport to confer on any third party any benefit or any right to enforce any term of this Agreement.

10

11

12

Page 5 of 5