Terms and Conditions for the Recruitment of Permanent, Temporary and Contract Staff

1. Definitions & Interpretations

1.1. The following defined terms shall have the following meanings:

"Assignment" means the period during which the Temporary Worker is supplied by the Company to render services to the Client;

“Auto-Enrolment Legislation” means Part 1 of the Pensions Act 2008;

“AWR” means the Agency Workers Regulations 2010 (as amended);

"Basic Working and Employment Conditions" has the meaning given by the Agency Workers Regulations 2010;

"Candidate" means a person (including any member of the Company's own staff) introduced by the Company to the Client for an Engagement and includes a person who subsequently provides their services through the vehicle of a limited company;

"Client" means the person, firm or corporate body to whom the Company introduces a Candidate;

“Confidential Information” means any information relating to the Parties or to their businesses, customers, employees or suppliers including data, material or know-how concerning, or in any way relating to the Parties including, without limitation, the data of written descriptions, accounts, data help on magnetic media, business plans, system integration or development concept, oral disclosures and other data some of which may be, or contain proprietary and/or marketing, technological, or business information;

"Company" means Ambition Europe Limited, which operates as an "Employment Agency", as defined by the Conduct of Employment Agencies and Employment Businesses Regulations 2003, and a "Temporary Work Agency" as defined by the Agency Workers Regulations 2010;

"Comparable Employee" means an employee of the Client who is doing the same or broadly similar work to the Temporary Worker, working in the same location, or if there is no such person, be it in another location of the client;

"Fixed Term Contract Staff" means any Candidate who is the subject of an Introduction and is engaged by the Client for a minimum of 3 months on a fixed-term basis;

"Engagement" means the employment or use of the Candidate, Fixed Term Contractor or Temporary Worker by the Client or any Group Company of the Client (whether with or without the Company’s knowledge or consent), whether on an indefinite or fixed-term basis, and whether under a contract of service or for services, or under an agency, franchise or partnership arrangement, or any other form of engagement; the term "Engage" and its derivatives shall be interpreted accordingly;

"Group Company" means an entity which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with a party, where "control" (inclusive of the terms "controlled by" and "under common control with") has the meaning attributed to it under section 840 of the Income and Corporation Taxes Act 1988;

"Introduction" means: (a) the passing to the Client or any Group Company of the Client of a curriculum vitae, resume, or other information which identifies a Candidate; and which in either case, leads to an Engagement of that Candidate by the Client or any Group Company of the Client; or (b) the interview of a Candidate by or on behalf of the Client or any Group Company of the Client (whether in person or by telephone). The time of Introduction shall be taken to be the earlier of (a) and (b) above; and “Introduced” and its derivatives shall be interpreted accordingly;

“Pension Charges” means a fixed charge of 0.8% of Temporary Worker Pay Rate payable in respect of all PAYE Temporary Workers to cover ‘employer’ pension contributions pursuant to Auto-Enrolment Legislation and associated administrative costs;

"Permanent Staff" means any Candidate who is the subject of an Introduction and is engaged by the Client on an indefinite basis;

"Remuneration" means annualised base salary, plus all guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments and all other payments and taxable (and, where applicable, non-taxable) emoluments, payable to or receivable by the Candidate or Temporary Worker for services rendered to or on behalf of the Client or any Group Company of the Client;

"Temporary Worker" means the person whose services are offered or supplied by the Company to the Client. Services to be provided by a PAYE Temporary Worker or through a Limited Company or Umbrella Company.

1.2. The headings contained in these Terms of Business are for convenience only and do not affect their interpretation. Reference to any statutory or legislative provision shall include any statutory or other replacement, re-enactment or modification of the provision (whether before or after the date of this Agreement).

2. Term and Termination

2.1. Unless otherwise agreed, these Terms of Business will apply from the date of signature by both parties and will continue in force until terminated in accordance with this clause 2.

2.2. In the event that these Terms of Business have not been signed or otherwise acknowledged in writing by the Client, the inviting of any Candidate to an interview by or on behalf of the Client or any Group Company of the Client (whether the interview is in person or by telephone) or the issuing of an offer to engage any Candidate (whichever is the earlier to occur) shall be deemed to constitute acceptance of these Terms of Business. 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.

2.3. Unless expressly agreed in writing by a director of the Company, these Terms of Business shall prevail over any other terms of business or purchase conditions put forward by the Client (including any terms and conditions endorsed upon or included with the Client's purchase order or other document) and no variation or alteration of these Terms of Business shall be valid unless approved in writing by a director of the Company.

2.4. These Terms are personal to the Client and shall not be assigned by it without the prior written consent of the Company. For the avoidance of doubt, this restriction shall include any assignment to any subsidiary, associated company or member of the Client’s group.

2.5. Either party may terminate the agreement formed under these Terms of Business on 30 days' written notice to the other party.

2.6. The Company may terminate the agreement formed under these Terms of Business on written notice to the Client where any invoiced amount remains unpaid for more than 14 days beyond the due date for payment.

2.7. Termination of the agreement formed under these Terms of Business will not affect any accrued rights or liabilities which either party may have by the time termination takes effect.

3. Invoicing and Payment

3.1. All fees and charges shall be invoiced and payable in pounds sterling.

3.2. If the Remuneration under any Engagement is to be paid in any currency other than sterling the fee charged will be based on such Remuneration expressed in pounds sterling as converted by the Company, at the published Financial Times market rate or other similar published rate determined by the Company, as necessary, on the date of commencement of the relevant Engagement.

3.3. All amounts referred to in these Terms of Business are exclusive of value added tax (VAT) or other applicable sales tax which, where chargeable by the Company, shall be payable by the Client at the rate and in the manner prescribed by law.

3.4. The Client must pay all invoices within 14 days of invoice date. The Client must pay all invoices in full, without deduction, set off or withholding of any kind. In the event of any dispute as to the amount of an invoice, the Client shall pay the amount in full pending the resolution of any dispute and the Company shall make any adjustment due immediately upon such resolution.

3.5. If the Client is overdue with any payment, then the Client shall be liable to pay interest on the overdue amount at an annual rate of 2% above the prevailing base rate of the Bank of England until the Company has received full payment of the overdue amount together with all interest that has accrued.

3.6. If the Company provides an advertising service to the Client the Client will pay the agreed artwork and media costs incurred by the Company. An advertisement may only be cancelled with sufficient notice to enable the Company to withdraw the advertisement. If such notice is not given, the previously agreed cost shall remain due.

4. Obligations and Provisions Relating to all Services

4.1. The Company warrants that the service of making Introductions provided by the Company under these Terms of Business shall be provided with reasonable care and skill. The Company endeavours to ensure the suitability of each Candidate introduced to the Client including interviewing all Candidates and ensuring they are entitled to work in the UK. Where the Client informs the Company that a particular Engagement requires the Candidate, by law or regulatory body, to hold specified qualifications, the Company shall use reasonable endeavours to obtain from such Candidate a copy of documentary evidence in respect of those qualifications and, where it fails to do so, shall inform the Client of the steps it has taken.

4.2. Notwithstanding clause 4.1, the Client shall satisfy itself as to the suitability of each Candidate and shall take up any references provided by such Candidate and/or the Company before engaging such Candidate. The Client shall be responsible for obtaining work and other permits if required, for the arrangement of medical examinations and/or investigations into the medical history of any Candidate, and satisfying any medical and other requirements or qualifications required by law or regulation of the country in which the Candidate is engaged to work. The Client agrees to notify the Company of any relevant health and safety risks and of any reason why it may not be in the best interests of the Candidate to take up the relevant Engagement.

4.3. The Client shall inform the Company within 2 working days where it receives details of a Candidate from the Company which have already been received from another agency in relation to the same vacancy. If no such notification is given by the Client then, in the event of an Engagement, the Client agrees the Company is entitled to charge a fee in accordance with clause 1.3 and 1.4 of Schedule 1 or clause 3.1 of Schedule 2.

4.4. The Client must notify the Company of any reasons it is aware of, or becomes aware of, why it may be detrimental to the best interests of the Candidate or the Client for the Candidate to undertake an Engagement for the Client.

4.5. If following the termination or expiry of any Engagement (including, for the avoidance of doubt any re-engagement), the Client or any Group Company of the Client subsequently re-engage the relevant Candidate within the period of six calendar months from the date of termination or expiry of such Engagement (whether as Permanent, Fixed Term Contract or Temporary), a further fee, calculated in accordance clause 1.3 of Schedule 1 (if such Candidate is re-engaged as Permanent Staff), clause 1.4 of Schedule 1 (if such Candidate is re-engaged as Fixed Term Contractor) or clause 3.1 of Schedule 2 (if such Candidate is re-engaged as a Temporary Worker), becomes payable by the Client and the provisions of clause 2 of Schedule 1 shall not apply to such re-engagement.

4.6. If, within twelve months of an Introduction, the Client or any Group Company of the Client engages, whether directly or indirectly, any Candidate who is the subject of such Introduction, then an introductory fee becomes payable by the Client in accordance with the fee structure detailed in clause 1.3 and 1.4 of Schedule 1 or clause 3.1 of Schedule 2.

4.7. The Client shall notify the Company as soon as possible (and in any event, not later than 2 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 any Candidate; and notify the Company immediately that its offer of an
Engagement to such Candidate has been accepted by such Candidate and shall provide details of the Remuneration of such Candidate to the Company.

4.8. Introductions of Candidates are confidential. The disclosure by or on behalf of the Client or any Group Company of the Client to a third party of any details regarding a Candidate introduced by the Company which results in an engagement of such Candidate by that third party within twelve months of the Introduction renders the Client liable to payment of the Company's fee in accordance with the Fee Structure and there shall be no entitlement to any rebate or refund to the Client or Third Party.

5. Liability and Indemnity

5.1. Whilst every effort is made by the Company to give satisfaction to the Client by ensuring reasonable standards of skills, integrity and reliability from Candidates and further to provide such Candidates in accordance with the Client's initial written instruction to the Company, subject to clause 5.3, the Company is not liable for: (a) any failure to introduce a Candidate or delay in introducing a Candidate; (b) failure to provide, or delay in providing, any Temporary Worker for all or part of the period of any booking; (c) any negligence, dishonesty, misconduct or lack of competence, skill, judgement or experience on the part of any Candidate; or (d) any other act or omission of any Candidate.

5.2. Except as expressly set out in these Terms of Business and subject only to clause 5.3, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the service of making Introductions provided by the Company or to anything supplied or provided by the Company under these Terms of Business.

5.3. Neither party's liability: (a) for death or personal injury caused by its negligence; (b) for fraudulent misrepresentation or for any other fraudulent act or omission; (c) to pay sums properly due and owing to the other pursuant to these Terms of Business; or (d) for any other liability which may not lawfully be excluded or limited; is excluded or limited, even if any other term of these Terms of Business would otherwise suggest that this might be the case.

5.4. Subject to clause 5.3, neither party shall be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any: (a) loss of profit; (b) loss of sales, turnover, revenue or business; (c) loss of customers or contracts; (d) loss of or damage to reputation or goodwill; (e) loss of opportunity or anticipated savings; (f) loss of any software or data or loss of use of hardware, software or data; (g) loss or waste of management or other staff time; or (h) indirect, consequential or special loss; arising out of or relating to the agreement formed under these Terms of Business, whether or not such loss was foreseeable or if such party was advised of its possibility (and, for the purposes of this clause 5.4, the term "loss" includes a partial loss or reduction in value as well as a complete or total loss).

5.5. Subject to clause 5.3, each party's total liability arising out of or relating to the agreement formed under these Terms of Business and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited, in aggregate for all claims, to the greater of: (a) the total of all amounts paid and amounts payable by the Client under these Terms of Business in the 12-month period immediately preceding the most recent event giving rise to liability; and (b) £1,000,000. Each party's total liability for any specific event will not exceed the total aggregate liability, as above; less any sums payable for previous claims that have occurred prior to the date of the specific event.

6. Dispute Resolution

6.1. In the event of a dispute, the Parties shall meet to discuss and resolve all matters not specifically provided for in this Agreement, which may arise between the Parties. If the Parties are still unable to resolve any such matters, they shall reconvene for further discussion within 72 hours of the previous meeting. If the Parties are still unable to resolve such matters at the reconvened meeting, then the matter shall be referred to the Managing Directors (or equivalent) of the Parties.

6.2. Nothing in this clause shall limit either Party’s right to seek relief through the Courts.

7. Equal Opportunities

7.1. The Company is an Equal Opportunity Employer and applies a policy of Diversity and Equal Opportunities to all business actions. The Client agrees that it will at all times, as regards the selection and treatment of candidates, adhere to the Equality Act 2010.

7.2. The Client shall indemnify and keep the Company indemnified against any claims, costs or liabilities incurred directly or indirectly by the Client arising out of or in connection with any Assignment including without limitation as a result of any breach by the Client or any of its employees or agents, of any applicable statutory provisions, including without limitations any statutory provisions which prohibit or restrict discrimination or other inequality or opportunity.

8. Data Protection

8.1. The Client warrants that any personal data relating to a Candidate or the Company, whether provided by the Company or by the Candidate, shall be used, processed and recorded, whether by the Client or any other party the Client allows (or fails to prevent) access to, in accordance with the Data Protection Act; and where relevant, any equivalent data protection legislation in relation to any countries outside the United Kingdom.

8.2. The Client shall provide evidence of compliance with clause 8.1 upon request from the Company.

8.3. The Client shall indemnify and keep indemnified the Company against any costs, claims or liabilities incurred directly or indirectly by the Company arising out of or in connection with failure to comply with clause 8.1.

9. Confidentiality

9.1. Except to the extent set out in this clause 9, or where disclosure is expressly permitted elsewhere in this Agreement, each Party shall

9.1.1. Treat the other Party’s Confidential Information as confidential; and

9.1.2. Not disclose the other Party’s Confidential Information to any other person without the other Party’s prior written consent.

9.2. Clause 9.1 shall not apply to the extent that

9.2.1. Such information was in the possession of the Party making the disclosure, without obligation of confidentiality, prior to its disclosure;

9.2.2. Such information was obtained from a third party without obligation of confidentiality;

9.2.3. Such information was already in the public domain at the time of disclosure otherwise than through a breach of this Agreement;

9.2.4. Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body; or

9.2.5. Such information was independently developed without access to the other Party’s Confidential Information.

9.3. This clause 9 shall survive termination of this Agreement for a period of 5 years, however arising.

10. Force Majeure

10.1. Neither party shall be liable for any failure to perform any of its obligations under these Terms of Business if the performance of such obligations has been interfered with, hindered, delayed or prevented by any circumstances which are not reasonably within the control of that party, provided it promptly notifies the other party of such circumstances.

11. Non-Solicitation

11.1. The Client shall not, during the term of the Agreement and for a period of 12 months after its expiry or termination (howsoever arising), without the prior written agreement of the Company, employ or offer to employ, or enter into a contract for the services of any individual who was at any time during the Agreement an employee of the Company, or entice, solicit or procure any such person to leave the employment of the Company (or attempt to do so) whether or not that person would commit any breach of contract in leaving such employment; or procure or facilitate the making of any such offer or attempt by any other person.

11.2. Should the Client breach clause 11.1 the Client will pay to the Company a sum equivalent to 30% of the annual Remuneration paid or due to be paid by the Company to the relevant employee.

11.3. This clause 11 shall survive termination of this Agreement or a period of 12 months, however arising.

12. General

12.1. The Client may not assign (in whole or in part) the agreement formed under these Terms of Business without the prior written consent of the Company.

12.2. The parties acknowledge and agree that each party is acting as an independent contractor under these Terms of Business and nothing in these Terms of Business will create or be deemed to create a partnership, joint venture, association or similar relationship between the parties.

12.3. Any failure of either party 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.

12.4. No party, other than the Company or the Client, has any right to enforce any provision of these Terms of Business under the Contracts (Rights of Third Parties) Act 1999.

12.5. If any provision of these Terms of Business is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid.

12.6. These Terms of Business set out all of the terms that have been agreed between the parties in relation to the subjects covered by them and supersede all previous agreements between the parties relating to such subjects. Provided always that nothing in this clause 12.6 will operate to limit or exclude any liability for fraud or fraudulent misrepresentation, no other representations or terms shall apply or form part of this agreement. Each party acknowledges that it has not been influenced to enter these Terms of Business by anything the other party has said or done or committed to do, except as expressly recorded in these Terms of Business.

13. Notices

13.1. Any notice required in relation to these Terms of Business to be given by one party to the other shall be in writing and shall be served by sending the same by either email, registered post or recorded delivery to the other party at the address of such party set out in the Company's accompanying letter or such other address or email address as has been notified in writing from time to time by such party. Any receipt issued by the postal authorities shall be conclusive evidence of the fact and date of posting of any such notice.

14. Governing Law

14.1. These Terms of Business and any agreement formed under them are governed by the law of England and Wales and are subject to the exclusive Jurisdiction of the courts of England and Wales.

Schedule 1 – Permanent & Fixed Term Contract

1. Fees Structure & Charges for Permanent and Fixed Term Contract Staff

1.1. The fees set out below are expressed as a percentage of the relevant Remuneration. The Company will charge VAT on the fee where applicable. Fees for part-time Engagements and fixed-term Engagements of less than one year will be calculated on the basis of a pro-rated Remuneration, as calculated by the Company. A minimum fee of £3,000 will apply to part-time and Fixed Term Contract engagements.

1.2. Unless otherwise agreed in writing, all fees payable pursuant to clause 1.3 and 1.4 shall be invoiced following commencement of the relevant Engagement or re-engagement (as the case may be).

1.3. Permanent Staff - A fee calculated as the relevant percentage of the Remuneration will be due as follows:

1.4. Fixed Term Contract Staff - A fee calculated as the relevant percentage of the Remuneration will be due as follows. This clause only applies to contracts of a minimum of 3 months or longer. Any contract of a length less than 3 months will be treated as a temporary placement and fees will be charged in accordance with Schedule 2.

2. Fee Credits for Permanent Staff

2.1. Should any Permanent Engagement terminate early (except by reason of redundancy, wrongful termination, wrongful dismissal, unfair dismissal, re-organisation, new ownership or change in strategy of the Client, the candidate leaving the Engagement because they 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, the candidate leaving the engagement as a result of discrimination or other acts against the candidate), then the provisions of clause 2.2 shall, subject to clause 2.3, apply. For the avoidance of doubt no fee credit or replacement will be available in respect of Contract Staff or staff who were previously engaged as a Temporary Worker.

2.2. For Permanent Staff, if the relevant Engagement should terminate early (except by any reason detailed in clause 2.1) the fee paid to the Company will be credited in the following manner:

2.3. In order to qualify for the fee credit pursuant to this clause 2, the Client must have paid the Company's fees within the agreed payment terms and must notify the Company in writing of the termination of the Engagement within seven days of its termination.

2.4. Where the Client re-engages the Candidate either on an employment or indirect basis, any rebate paid to the Client under this clause 2 in respect of that Candidate, shall be immediately repaid to the Company by the Client.

Schedule 2 - Temporary

1. Obligations and Provisions Relating to Temporary Services

1.1. Temporary Workers are engaged by the Company under contracts for services and as such are not deemed to be employees of either the Client or the Company. The Client agrees to use all reasonable endeavours to prevent the Temporary Worker obtaining employment status with the Client or the Company. Whilst the level of supervision and control exercised by the Client over the Temporary Worker may vary dependent upon the nature of the Assignment, the Client accepts that the Temporary Worker is not under the supervision or control of the Company. The Client agrees to notify the Temporary Worker on commencement of the Assignment, of any control it wishes to exercise over the work of the Temporary Worker.

1.2. In addition to ensuring that all Temporary Workers are eligible to work in the UK the Agency will use reasonable endeavour to gain two references for each Temporary Worker.

1.3. The Client will comply in all respects with all applicable laws, regulatory requirements and codes of practice of all competent authorities including, for the avoidance of doubt, the Working Time Regulations, to which the Client is ordinarily subject in respect of the Client's own staff, including in particular the provision of adequate public liability insurance cover for the Temporary Worker during all Assignments.

1.4. The Client shall be responsible for providing any necessary resources and facilities for the Temporary Worker.

1.5. The Client shall advise the Company of any special health and safety matters about which the Company is required to inform the Temporary Worker. In addition, the Client shall without delay, notify the Company of any special risks to the health and safety of a Temporary Worker who is a new or expectant mother and any steps taken to comply with the Management of Health and Safety at Work Regulations 1999.

1.6. The Client shall indemnify and keep indemnified the Company from and against all loss or liability suffered or incurred by the Company as a result of any claim by the Temporary Worker arising out of any injury or damage to his/her person and or property suffered in the course of performing the Services.

1.7. Where the Client requires or may require the services of a Temporary Worker for more than 48 hours in any week, the client must notify the Company of this requirement before the commencement of that week.

2. Temporary Termination

2.1. The Client undertakes to supervise the Temporary Worker sufficiently to endeavour to ensure the Client's reasonable 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 Company to remove the Temporary Worker. The Client must provide the Company with an explanation as to why the services of the Temporary Worker are unsatisfactory. The Company may, in its discretion, in such circumstances reduce or cancel the charges for the time worked by that Temporary Worker, provided that the Assignment terminates within four hours of the Temporary Worker commencing the Assignment.

2.2. In the event that a Temporary Worker is unable to complete an Assignment for any reason, the Company may propose a suitably qualified replacement. The Client and Company are responsible for establishing the suitability of the replacement Temporary Worker and should either party consider the replacement Temporary Worker unsuitable on any grounds, its decision not to accept the Temporary Worker shall be binding on the other party.

3. Fee Structure & Charges for Temporary Workers

3.1. The Client agrees to pay the charges of the Company as notified in writing at the commencement of each Assignment and as may be varied from time to time during the Assignment. The charges are calculated according to the time worked by the Temporary Worker. The charges are comprised mainly of the Temporary Worker's remuneration but also include the Company's commission, any employer's National Insurance contributions and such 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. The Candidate’s holiday pay is included in the candidate’s daily or hourly rate. VAT is payable on the total value of the charges.

3.2. The charges for Temporary Workers shall be invoiced to the Client on a weekly basis.

3.3. The Company assumes responsibility for payment of the Temporary Worker's remuneration and where appropriate, for the deduction and payment of National Insurance contributions and income tax under the PAYE scheme as applicable to the Temporary Worker.

3.4. The Client acknowledges the Company may increase its charges where the cost of the supply of the Temporary Worker increases due to a change in legislation.

3.5. At the end of each week of an Assignment (or at the end of the Assignment where it is for a period of one week or less or is completed before the end of a week) the Client shall sign (or otherwise authorise as directed by the Company) the Company's time sheet, or other agreed time sheet, verifying the time worked by the Temporary Worker during that week.

3.6. The signing (or authorising) of the time sheet by the Client, or representative of the Client, indicates satisfaction with the services provided by the Temporary Worker and confirmation of the time worked. Failure to sign the time sheet does not absolve the Client of its obligation to pay the charges in respect of the time worked.

3.7. The Company will not be liable for fraudulent timesheets.

3.8. If the Client is unable to sign a timesheet (or other agreed method of verification of hours/days agreed in writing before the commencement of the Assignment) produced for authentication by the Temporary Worker because the Client disputes the amount of time claimed, then the Client shall notify the Company within two working days from presentation to the Client of a disputed timesheet for verification. The Client shall co-operate fully and in a timely fashion with the Company, including providing documentary evidence of the hours/days worked by the Temporary Worker, to enable the Company to establish what periods of time, if any, the Temporary Worker has worked.

3.9. With reference to clause 5.3, where such time off to attend ante-natal medical appointments and ante-natal classes falls within working periods of the Temporary Worker under Assignment, the Client agrees to pay the Employment Business’s charges, in accordance with clause 5.3, for such periods whether by inclusion of such time on a timesheet or otherwise.

4. Direct Engagement

4.1. The Client undertakes to notify the Company immediately of its, or any of the Client Group’s intention to (a) engage a Candidate Introduced by the Company; or (b) extend an Assignment or otherwise Engage directly or indirectly a Candidate and/or Temporary Worker Introduced or supplied by the Company.

4.2. If during the relevant period specified in clause 4.3, the Client or any Group Company of the Client Engages any Temporary Worker except as a Temporary Worker supplied by the Company, then a fee becomes payable by the Client in accordance with the scale specified in clause 1.3 and 1.4 of Schedule 1.

4.3. The relevant period shall be: where the Temporary Worker has been the subject of an Assignment (whether or not the Temporary Worker has been fulfilling the same or different roles within the course of such Assignment), the later of 14 weeks from the first day of such Assignment or eight weeks from the last day of such Assignment. The first day of the Assignment shall be the first day of any Assignment with that Client, provided there has been no subsequent break in the supply of such Temporary Worker exceeding six weeks; or where the relevant Temporary Worker has not been the subject of an Assignment, six months from the Introduction of such Temporary Worker.

4.4. Introductions of Temporary Workers are confidential. The disclosure by or on behalf of the Client or any Group Company to a third party of any details regarding a Temporary Worker introduced by the Company which results in an engagement of such Temporary Worker by that third party within twelve months of the Introduction renders the Client liable to payment of an introductory fee in accordance with the scale detailed in clause 1.3 and 1.4 of Schedule 1.

4.5. Where the Client fails to inform Company of the Remuneration in respect of the relevant Engagement, the annual Remuneration will be calculated by reference to the relevant Temporary Worker's pay rate at 37.5 hours per five-day week.

4.6. The Client may, as an alternative to paying the fee arising from any Engagement pursuant to this clause 4, choose to extend the relevant Assignment by a period by which the total commission received by Company shall be no less than that due under this clause 4.

4.7. No refund of any fee payable in respect of the clause 4 will be paid in the event that such Engagement subsequently terminates or expires.

5. Agency Worker Regulations

5.1. The Client will comply with, and assist the Company in complying with, the Company's duties under the Working Time Regulations, the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and the Agency Workers Regulations 2010 (AWR), including, but not limited to supplying, without delay, accurate information about the Client’s working and employment conditions and will also update the Company without delay if any of this information changes during the course of the Assignment, including without limitation,

5.1.1. The Client’s standard terms and conditions that apply to their employees and those that apply to their workers;

5.1.2. Details relating to the application and calculation of pay scales, bonuses, commission, overtime, shift allowance, unsocial hours allowance, hazardous duties, holiday pay, other related emoluments;

5.1.3. Entitlements relating to annual leave, night work, rest periods, rest breaks;

5.1.4. Benefits of monetary value including, without limitation, vouchers and stamps; and

5.1.5. Any other information as maybe required by the Company to comply with the AWR.

5.2. Where the AWR applies to the Assignment, the Client agrees that it shall, upon request from the Company and without delay, provide accurate details relating to the working and employment conditions (as defined within regulation 5(2) and regulation 6 of the AWR) of the Clients workers and/or employees who are a Comparable Worker or who undertake the same or broadly similar work as that of the Temporary Worker during the Assignment.

5.3. Where the AWR applies to the Assignment and the Temporary worker is pregnant, the Client acknowledges and agrees that, following the Qualifying Period, as defined in Part 2 Clause 7 of the AWR, the Client shall, and where applicable shall procure that the Temporary Workers is permitted time off to attend ante-natal medical appointments and ante-natal classes.

5.4. If the Company supplies a Temporary Worker to the Client who has worked for the Client through another temporary work agency previously (in the 6 weeks preceding the Assignment) the client will notify the Company without delay.

5.5. The Client warrants and undertakes that it shall not seek to deny a Temporary Workers entitlement to rights under the AWR by virtue of the structure of assignments and shall at all times comply with regulation 9 of the AWR.

5.6. The Client indemnifies the Company for any liability, cost, claim, award or any other expense incurred by the Company as a result of any breach by the Client of the Agency Worker Regulations 2010 or any failure by the Client to provide the information, to provide accurate information or to update the information provided, as set out in clause 5.1.

5.7. The Client acknowledges and agrees that the Company may, upon notice, increase the charge rate set out under clause 3 (or as set out in the relevant Temporary Worker Schedule if applicable) in order to comply with the AWR.

6. Pension Auto Enrolment

6.1. The Company will comply with ‘employer’ pension duties in respect of PAYE Temporary Workers in accordance with Auto-Enrolment Legislation. It is acknowledged by the Client that the Company may therefore be required under Auto-Enrolment Legislation to enrol PAYE Temporary Workers into a Pension Scheme. As such, the Company shall be entitled to charge the Client for Pension Charges, as defined in this agreement.

Schedule 3 – Retained Search

1. Definitions

1.1. “Retained Search Assignment" the Company will identify Candidates according to a specific Client-provided brief and approaching the target Candidate(s) shortlisted by the Company to assess their interest in the specific vacancy;

2. Fees

2.1. In respect of each Retained Search Assignment, fees will be payable, in accordance with the Fee Structure, as follows:

1.1.1 a retainer fee ("Retainer Fee") to be invoiced immediately upon commencement of the relevant assignment and not returnable under any circumstances;

1.1.2 a shortlist fee ("Shortlist Fee"), to be invoiced upon the presentation to the Client of a minimum of three Candidates who, in the reasonable opinion of the Company, meet the specification to be provided by the Client to the Company at the time the relevant assignment is requested. This fee is not returnable under any circumstances; and

1.1.3 a completion fee ("Completion Fee") to be invoiced upon the relevant Candidate agreeing to the Engagement.

2.2. For the avoidance of doubt fees will be charged whether or not the Client knew of the Candidate prior to any Introduction.

2.3. Retained Search Assignments

2.4. A fee as outlined in this clause 2 will be due over a three-stage payment period, as outlined in clause 2.3. The first two stage payment amounts will be based on a proposed Remuneration (to be agreed between the Company and the Client prior to the assignment) to calculate an "Estimated Fee" while the third stage payment amount will be the balance needed to adjust the total of the three stages to the percentage of actual Remuneration.

2.5. If a Retained Search Assignment is cancelled by the Client, or the Client for any reason alters materially (at the discretion of the Company) its requirements submitted to the Company then, in addition to the fees payable in accordance with this clause 2, the Client shall also pay an additional fee of ten per cent of the proposed Remuneration, plus all the advertising costs and other expenses incurred by the Company in relation to the relevant assignment.

3. Fee Credit

3.1. In respect of Retained Search Assignments, any credit will only apply to the final one-third of the relevant fee.