Standard Terms of Business

1.0        DEFINITIONS

1.1        In these Terms of Business (the "Terms") following definitions apply:

“Candidate”

means the person introduced to the Client by the Employment Agency;

“Client”

means the individual, person or company to whom the Candidate is being introduced, together with any associate (within the meaning of section 435 Insolvency Act 1986) of that individual, person or company, by the Employment Agency.

“Contingent Introduction”

an Introduction made by the Employment Agency whereby the Employment Agency shall be entitled to a Fee upon the Engagement of a Candidate.

“Employment Agency”

means Granite Search and Selection Limited whose registered office is at New Baltic House 65 Fenchurch Street London EC3M 4BE acting as an employment agency as defined by section 13(2) of the Employment Agencies Act 1973.

“Engagement”

means the engagement, employment or use of the Candidate by the Client, or any of its officers, employees or representatives whether under a contract of services or for services, and whether as part of an agency, licence, franchise or partnership arrangement or otherwise and “Engages” and “Engaged” shall be construed accordingly.

“Fee”

the fee payable for an Engagement.

“Introduction”

constitutes the Client’s arranging of an interview, verbally or in writing, with a Candidate, in person or by telephone, following the Client’s instruction to the Employment Agency to fill a vacancy, or the passing to the Client of a curriculum vitae or other information that identifies the Candidate. “Introduced” shall be construed accordingly.

“Retained Introduction”

means a variation on the Contingent Introduction, whereby the Employment Agency is entitled to a fixed non-refundable retainer fee (“Retainer Fee”) agreed with the Client, together with the Fee following an Engagement of a Candidate.

Unless the context otherwise requires, references to the singular include the plural and vice versa.

2.0        THE TERMS

2.1        These Terms constitute the contract between the Employment Agency and the Client for the Introduction of any Candidate by the Employment Agency to the Client and are deemed to be accepted by the Client by virtue of its request for, interview with or Engagement of a Candidate or the passing of any information about the Candidate to any third party following an Introduction.

2.2        These Terms constitute the entire agreement and understanding between the parties in relation to the Introduction by the Employment Agency of a Candidate and unless otherwise expressly agreed in writing by a Director of the Employment Agency, these Terms prevail over any terms of business or purchase conditions put forward by the Client. The Client acknowledges and agrees that it has not been induced to enter the contract with the Employment Agency (as described at Clause 2.1 above) in reliance upon, and in connection with that contract does not have any remedy in respect of, any representation or other promise of any nature whatsoever other than as expressly set out in these Terms.

2.3        No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between the Employment Agency 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.

3.0        FEES

3.1        The Fee shall be calculated in accordance with the Schedule of Fees (at end of document).

3.2        Contingent Introductions – the Fee will become due upon the commencement of an Engagement and is payable in one instalment.  The Fee will be invoiced, and will be payable, in Sterling unless otherwise agreed by the Employment Agency and the Client.

3.3        For a Retained Introduction, the Retainer Fee in the agreed sum shall be due upon commencement of the Employment Agency’s retainer and shall be non-refundable, whether or not the retainer results in an Engagement.  When a Candidate is Engaged by the Client a Fee shall be due (in addition to the Retainer Fee) in accordance with the schedule of introduction fees (shown at the end of this document or as otherwise agreed between the Employment Agency and the Client).

3.4        In the event that a Client terminates a Retained Introduction before its conclusion, the Client shall pay to the Employment Agency a termination fee equivalent to one half of the total of (i) the Retainer Fee and (ii) the likely Fee which the Employment Agency would have received had a Candidate been Engaged by the Client, but less the amount of the Retainer Fee already paid by the Client, together with any outstanding expenses incurred by the Employment Agency with the Client’s consent.

3.5        In the event of an Engagement of any Candidate by the Client terminating on or before the expiry of 12 weeks from the date of commencement, the Employment Agency will refund to the Client the applicable percentage of the Fee (but not any part of the Retainer Fee for a Retained Introduction) in accordance with the rebate period shown at the end of this document, providing that (i) the termination is not redundancy nor is the result of a restructure or reorganisation of the Client’s business and is otherwise lawful and in accordance with any applicable code of practice or the Candidate leaves of his or her own volition; (ii) the Client notifies the Employment Agency in writing within 7 days of termination of the Engagement; (iii) all monies due from the Client have been paid in accordance with these terms; (iv) the candidate had not previously worked on a temporary or fixed term basis with the Client through the Employment Agency prior to accepting permanent employment with the Client.  Where notice to end the Engagement has been given by either party, then for the purpose of calculating the applicable rebate the relevant date is the date upon which the Engagement comes to an end and not (if different) the date when notice is given.

3.6        In the event of any Candidate’s Engagement terminating on or before the expiry of 6 weeks from commencement, the Client may at the Employment Agency’s absolute discretion be offered the option of the Employment Agency making reasonable endeavours to find a free replacement at no extra cost to the Client (other than advertising costs in trade press or newspaper if agreed).

3.7        All fees and charges are subject to Value Added Tax, where applicable, at the prevailing rate and are payable within 30 days of the date of relevant invoice.  Failure to pay any amount due within the time stated for payment will entitle the Employment Agency to charge interest at 8% per annum above the base rate of The Bank of England, or any rate that may succeed or replace the base rate from the due date until full payment in made. The Employment Agency may assign to a 3rd party the right to render invoices and receive payment.

4.0        INTRODUCTIONS

4.1        The Client will be liable to pay a Fee in respect of any Candidate Engaged by the Client as a consequence of, or resulting from, an Introduction by or through the Employment Agency, whether direct or indirect, which occurs within 12 months of either the Introduction or the Candidate’s final interview with the Client, whichever is later.

4.2        All Introductions are confidential. The information concerning the Candidate, including his or her name, address, CV and all other details relating to the Candidate, belong to the Employment Agency and the Client may only use that information for the purposes of interviewing the Candidate and deciding whether or not to Engage his or her services and for no other purpose whatsoever. Should the Client decide not to Engage the services of the Candidate, the Client agrees that it will not retain any documents and other records or data held concerning the Candidate. The Client will not pass any information concerning the Candidate to any 3rd party. In the event of the Client’s breach of this clause 4.2 such breach resulting in the Engagement of the Candidate by any 3rd party within 12 months of the date of Introduction, the Client will pay a Fee to the Employment Agency as if the Client had Engaged the Candidate.

4.3        For the purposes of clause 4.2, the Fee will be the sum which would have been payable if the original Introduction had resulted in an Engagement through the Employment Agency. There is no entitlement to any replacement in any of these circumstances, and no discounted rate would be offered.

5.0        CANCELLATION FEE

5.1        Where an offer of an Engagement has been made to a Candidate, and is subsequently withdrawn after acceptance through no fault of the Candidate, the Client shall be liable to pay a minimum fee of 50% of the Fee that would otherwise have been payable in accordance with clause 3.

6.0        LIABILITY

6.1        Whilst the Employment Agency constantly strives to maintain the highest standards of integrity and efficiency, Introductions are only made on the basis that the Employment Agency shall not be liable to the Client for any loss, liability, damages, costs, claims or expenses suffered or incurred by the Client as a result of negligence, dishonesty or misconduct of the Candidate or arising from, or connected with, the Engagement of a Candidate or the failure to introduce a suitable Candidate.  For the avoidance of doubt, the Employment Agency does not exclude liability for death or personal injury arising from its own negligence (or from the negligence of those for whose acts or omissions it is liable in law) or for any other loss which it is not permitted to exclude by law.

7.0        POACHING OF STAFF

7.1        In the event that any of the Employment Agency’s own staff with whom the Client has had dealings accepts an Engagement with the Client whilst employed by the Employment Agency, or within six months of the termination of their employment with the Employment Agency, the Client shall be liable to pay an introduction fee to the Employment Agency in the sum of £12,000 plus VAT where those dealings have taken place at any time within the period of 12 months ending with the date of that Engagement. No refund shall be applicable should that Engagement subsequently be terminated.

8.0        GENERAL

8.1        This agreement supersedes all previous agreements and arrangements (if any) whether written, oral or implied between the Employment Agency and the Client.

9.0        LAW & ENFORCEABILITY

9.1        These terms of Business are governed by English Law and all disputes arising from these terms shall be subject to the exclusive jurisdiction of the English Courts.

9.2        If any clause or part of a clause in these Terms is found to be invalid or unenforceable by any court or other body of competent jurisdiction, but would be valid or enforceable if any particular wording were to be deleted, then such clause is to apply with such deletion(s).

10.0      ADDITIONAL CLAUSES

10.1     Unless the context otherwise requires, references to the singular include the plural and any reference to any legislation or legislative provision is to be construed as a reference to that legislation or provision as amended, re-enacted or extended at the relevant time.

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

SCHEDULE OF FEES

Contingent Introduction

Fee charged on:

First years’ total annual Early settlement discount fee
remuneration + Gross Fee (if invoice paid within 30

Guaranteed bonus. days of the date of invoice)

(Company cars charged at 20% 17.5%*
an additional 10%)

*Subject to a minimum charge of £5,000

REBATE PERIOD

Should a refund be applicable, the following scale applies:

0-3 weeks (inclusive) 100% refund

4-6 weeks (inclusive) 75% refund

7-9 weeks (inclusive) 50% refund

10-12 weeks (inclusive) 25% refund

NB: A refund is only applicable if all fees are paid within the 30 days of the invoice. The rebate period does not apply in cases whereby the Candidate has previously worked for the Client on a temporary or fixed term contract via the Employment Agency, and subsequently accepts a permanent position with the Client. The transfer from the temporary arrangement to permanent employment constitutes acceptance of the candidate’s ability to fulfil the role. Please refer to Clause 7 of our Freelance Contractors Terms of Business.

FREELANCE CONTRACTORS INTRODUCTION TERMS OF BUSINESS

1.0   DEFINITIONS

1.1 In these Terms of Business (the "Terms") the following definitions apply:

“Assignment”

refers to the period during which the Contractor is supplied by the Employment Business to render services to the Client;

“AWR 2010”

the Agency Workers Regulations 2010 (SI No. 2010/93);

"Booking Form"

means any booking form or similar document provided by the Employment Business to the Client and setting out the details of a particular Assignment;

“Client”

means the individual, person or company to whom the Contractor is being introduced, together with any associate (within the meaning of section 435 Insolvency Act 1986) of that individual, person or company, by the Employment Business.

“Contractor”

means the individual and/or limited company introduced by the Employment Business to render services to the Client (and save where otherwise indicated, includes any officer, employee or representative of that company);

“Employment Business”

means Granite Search and Selection Limited whose registered office is at New Baltic House 65 Fenchurch Street London EC3M 4BE acting as an employment business as defined by section 13(2) of the Employment Agencies Act 1973.

“Engagement”

means any engagement, employment or use of the Contractor or any of its officers, employees or representatives, whether under a contract of service or for services, as part of an agency, licence, franchise or partnership arrangement, or otherwise; and "Engages" and "Engaged" shall be construed accordingly;

“Introduction”

includes (i) the Client’s interview of a Contractor (or any officer, employee or representative of the Contractor) in person or by telephone, following the Client’s instruction to the Employment Business to supply a Contractor or (ii) the passing to the Client by the Employment Business of a curriculum vitae or other information which identifies the Contractor;

“Introduction Fee” and “Transfer Fee”

means the fee payable in accordance with clause 7 below (as the case may be) and Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003;

"Relevant Period"

means (in respect of a particular Contractor) the period during which the Contractor continues to be supplied by the Employment Business to the Client, or if the Contractor has ceased to be supplied to the Client, the later of the following periods:

(a) 14 weeks from the start of the first Assignment (and each new Assignment where there has been a break of more than 42 days since the end of the previous Assignment shall be treated as the first Assignment for these purposes);

(b) 8 weeks from the day after the last day that the Contractor worked on the Assignment;

1.1        Unless the context otherwise requires, references to the singular include the plural and any reference to any legislation or legislative provision is to be construed as a reference to that legislation or provision as amended, re-enacted or extended at the relevant time.

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

2.0        THE CONTRACT

2.1        These Terms, together with any relevant Booking Form, constitute the contract between the Employment Business and the Client for the supply of the Contractor 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 a Contractor or the passing of any information about the Contractor to any third party following an Introduction.

2.2        These Terms, together with any relevant Booking Form, constitute the entire agreement and understanding between the parties in relation to the introduction and/or supply by the Employment Business of the Contractor and unless otherwise expressly agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions put forward by the Client. The Client acknowledges and agrees that it has not been induced to enter the contract with the Employment Business (as described at Clause 2.1 above) in reliance upon, and connection with that contract does not have any remedy in respect of, any representation or other promise of any nature whatsoever other than as expressly set out in that contract.

2.3        No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between 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        For the avoidance of doubt, the particular person, firm or corporate body named as the "Client" on any Booking Form shall be responsible for ensuring compliance with that Booking Form and these Terms on the part of its’ subsidiary or other group or associated companies or entities (as contemplated by the definition of Client in Clause 1 above) to whom the Contractor may be introduced or for whom the Contractor may render services pursuant to the introduction/supply envisaged by the Booking Form, including (but without limitation):

2.4.1    The payment of charges in accordance with Clause 3 below in respect of any services rendered by the Contractor to any such subsidiary or other group or associated company or entity; and

2.4.2    The payment of any applicable Transfer Fee or Introduction Fee in the event of any relevant Engagement of the Contractor, or introduction to a third party, by any such subsidiary or other group or associated company or entity.

3.0        CHARGES

3.1        The Client agrees to pay the hourly/daily charges of the Employment Business as set out in the relevant Booking Form or as otherwise notified to and agreed with the Client. The hourly charges are calculated according to the number of hours worked by the Contractor (to the nearest quarter hour). Daily charges should be calculated to the nearest quarter day unless otherwise advised. The Employment Business assumes a minimum of 7.5 hours per day as acceptable. The charges comprise of the Contractor’s hourly/daily rate and include the Employment Business’s commission calculated as a percentage of the Contractor’s hourly/daily rate, and 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. VAT, if applicable, is payable on the entirety of these charges.  The hourly rate will also include any additional statutory payments that the Contractor may be entitled to.

3.2        The charges are invoiced to the Client on a weekly basis and are payable within 14 days. The Employment Business reserves the right to charge interest on any overdue amounts at the rate of 8% per annum above the base rate of the Bank of England from the due date until the date of payment.

3.3        There is no rebate payable in respect of the charges of the Employment Business.

3.4        It shall be the responsibility of the Client to inform the Employment Business of any change to the hourly/daily charge or pay rate as set out in the Booking Form at the commencement of the contract. Notice of any change in rate must be notified to the Employment Business in writing.

3.5        The Employment Business will not be liable for any adjustments made to the temporary worker’s rate without receiving the information set out in clause 3.4.

4.0        INFORMATION TO BE PROVIDED

4.1        Prior to the introduction of a Contractor, the Client shall promptly provide the Employment Business with any information reasonably requested by the Employment Business in relation to the position for which the Contractor is required, including (but not limited to): detailed information as to the nature of the Client's business, details of the position in question (such as type, location, dates and hours of work, together with any health and safety risks known to the Client) and details of any necessary experience, training, qualifications or authorisation on the part of the Contractor (including any required by law or any relevant professional body). For the avoidance of doubt, the Client shall be responsible for ensuring the completeness and accuracy of all such information.

4.2        When making an introduction of a Contractor to the Client the Employment Business shall inform the Client: of the identity of the Contractor; that so far as the Employment Business can reasonably ascertain, the Contractor has the necessary experience, training, qualifications and authorisations to work in the Assignment; whether the Contractor will be employed by the Employment Business under a contract of service or apprenticeship or a contract for services; and that the Contractor is willing to work in the Assignment.

4.3        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 Contractor is being introduced for an Assignment in the same position as one in which the Contractor had previously been supplied within the previous five business days and such information has already been given to the Client, unless the Client requests that the information be resubmitted.

4.4        The Client shall safeguard and keep confidential any and all confidential information received from time to time from the Employment Business (including, but not limited to, any and all information supplied by the Employment Business in relation to any Contractor) and shall not use such information except to the extent necessary in order to perform its obligations or exercise its rights under these Terms. The Client shall ensure that its officers and employees and any other persons to whom such confidential information is disclosed comply with the obligations imposed by this Clause 4.4.

4.5        The obligations imposed by Clause 4.4 above shall not apply to any information to the extent that such information:

4.5.1    Is publicly available or becomes publicly available through no act or omission of the Client;

4.5.2    Is required to be disclosed by law.

4.6        As the Assignment is subject to the AWR 2010, the Client shall promptly provide to the Employment Business all information reasonably required by the Employment Business to fulfil its obligations under the AWR 2010 and the Client shall indemnify, and keep the Employment Business indemnified, against all liabilities, losses, costs and expenses (on a full indemnity basis) arising from any breach of this obligation.

5.0        TIME SHEETS

5.1        At the end of each week of the Assignment (or at the end of the Assignment where the Assignment is for a period of less than one week) the Client shall sign the Employment Business’ time sheet verifying the number of hours/days worked by the Contractor during that week.

5.2        Signature of the time sheet by the Client is confirmation of the number of hours/days worked. If the Client is unable to sign a time sheet produced for authentication by the Contractor because the Client disputes the hours/days 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/days, if any, were worked by the Contractor. Failure to sign the time sheet does not absolve the Client’s obligation to pay the charges in respect of the hours/days worked.

5.3        The Client shall not be entitled to decline to sign a timesheet on the basis that they are dissatisfied with the work performed by the Contractor. In cases of unsuitable work the Client should apply the provisions of clause 10.1 below.

5.4        If the Client wishes to stipulate particular signatories for timesheets, or level of signatory required, the Client must complete the “Signatories” section of the booking form. If no signatories are specified the Employment Business will accept the signatory on the timesheet.

6.0        PAYING THE CONTRACTOR

6.1        The Employment Business is responsible for paying the Contractor.

7.0        TRANSFER AND INTRODUCTION FEES

7.1        Transfer Fees where a Contractor has been supplied.

7.1.1    In the event of the Engagement by the Client (either directly or pursuant to being supplied by another employment business) during the Relevant Period of a Contractor supplied by the Employment Business, the Client shall be required either to pay the Employment Business a Transfer Fee calculated in accordance with Clause 7.1.3 below or to elect for an extended period of hire for the Specified Period. Any such extended period of hire shall be on the same terms (including, but not limited to, those set out in these Terms and any relevant Booking Form) as those which applied to the most recent supply of the Contractor by the Employment Business.

7.1.2    For the purposes of Clause 7.1.1 above, the Client shall give the Employment Business no less than 5 working days written notice in advance of the Engagement of whether it has elected for an extended period of hire or to pay a Transfer Fee. If the Client does not give such notice before the Contractor is Engaged, the Transfer Fee shall be payable.

7.1.3    The Transfer Fee payable under Clause 7.1.1 shall be calculated as follows:

(a)     where the relevant Contractor is Engaged on a fixed term contract, the fee shall be equal to the Specified Percentage of the total Remuneration payable to the Contractor under that contract, save that where the contract in question is for a fixed term of less than 3 months the fee shall be equal to the Specified Percentage of the Remuneration that would be payable (based on the rates specified in the contract) if the contract were for a fixed term of 3 months;

(b)     In all other cases, the fee shall be equal to the Specified Percentage of the total Remuneration payable to the Contractor in respect of the first 12 months of the Engagement in question:

              Provided that if in any particular case the Employment Business is unable to make an assessment to its satisfaction of the relevant Remuneration, the Employment Business may at its discretion elect to charge a fee equal to the applicable hourly rate for the relevant Contractor (as determined by Clause 3.1 above) multiplied by the Specified Multiplier.

7.2        Introduction Fees where a Contractor is introduced but not supplied.

7.2.1    In the event that there is an Introduction of a Contractor to the Client which does not result in the supply of that Contractor by the Employment Business to the Client, but which leads to an Engagement of the Contractor by the Client either directly or pursuant to being supplied by another employment business within 12 months from the date of Introduction the Client shall be required to pay the Employment Business an Introduction Fee or to elect for a period of hire for the Specified Period. Any such period of hire shall be on the same terms (including those set out in these Terms and any relevant Booking Form) as those which would have applied to the supply of the Contractor by the Employment Business.

7.2.2    In the event that there is an Introduction of a Contractor to the Client which does not result in the supply of that Contractor by the Employment Business to the Client, but the Contractor is introduced by the Client to a third party (including, but not limited to, any other employment business) and this results in the Engagement of the Contractor by that third party within 12 months from the date of Introduction, the Client shall be required to pay the Employment Business an Introduction Fee or to elect for a period of hire for the Specified Period. Any such period of hire shall be on the same terms (including those set out in these Terms and any relevant Booking Form) as those which would have applied to the supply of the Contractor by the Employment Business.

7.2.3    For the purposes of Clauses 7.2.1 and 7.2.2 above, the Client shall give the Employment Business not less than 5 working days written notice in advance of the Engagement of whether it has elected for a period of hire or to pay an Introduction Fee. If the Client does not give such notice before the Contractor is Engaged, the Introduction Fee shall be payable.

7.2.4    The Introduction Fee payable under Clause 7.2.1 or Clause 7.2.2 above shall be calculated on the same basis as the Transfer Fee payable under Clause 7.1.3 above.

7.3        Inability to supply during the period of hire

7.3.1    If the Client elects for a period of hire (as provided by Clauses 7.1.1, 7.2.1 or 7.2.2 above) but before the end of such period:

(a)     The Client Engages the Contractor, either directly or pursuant to being supplied by another employment business; or

(b)     if the Employment Business does not supply the Contractor for the duration of the hire period and is in no way at fault;

the Employment Business may charge the Client the applicable Transfer or Introduction Fee under Clauses 7.2.1 or 7.2.2 above (as the case may be), reduced by an appropriate percentage to reflect the period of hire already worked by Contractor and paid for by the Client, if any: for example (by way of illustration only) if the Contractor has already worked for 30% of the period of hire (and the Client has paid for that work) the applicable fee shall be reduced by 30%.

7.4        Transfer Fees where a Contractor has been supplied and there has been an introduction to and Engagement by a Third Party.

7.4.1    In the event that a Contractor supplied to a Client by the Employment Business is introduced by the Client to a third party (including, but not limited to any other employment business) and this results in the Engagement of the Contractor by that third party during the Relevant Period, the Client shall be required to pay the Employment Business a Transfer Fee in accordance with Clause 7.1.3 above

7.5        Specified Percentage/Multiplier/Period

7.5.1    Subject to clause 7.6.2 below, in respect of any Engagement for the purposes of Clauses 7.1 or 7.2 above where the Engagement is by the Client directly (and not pursuant to a supply by another employment business), together with any Engagement for the purposes of Clause 7.4 where the third party in question is not an employment business:

(a)     The Specified Percentage shall be 20%;

(b)     The Specified Multiplier shall be 400;

(c)      The Specified Period shall be 12 months.

7.5.2    Subject to Clause 7.6.2 below, in respect of any Engagement for the purposes of Clauses 7.1 or 7.2 above where the Engagement is by the Client pursuant to a supply by another employment business, together with any Engagement for the purposes of Clause 7.4 where the third party in question is an employment business:

(a)     The Specified Percentage shall be 40%;

(b)     The Specified Multiplier shall be 800;

(c)      The Specified Period shall be 24 months.

7.6        Payment of Fees

7.6.1    Where any fee (whether a Transfer Fee or an Introduction Fee) is payable under this Clause 7:

(a)     The Client shall also be liable to pay VAT on that fee; (b) that fee shall become due immediately on presentation of an invoice by the Employment Business;

(b)     the Employment Business shall be entitled to charge interest on any overdue amount 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; (d) the Employment Business shall not be under any obligation to refund that fee in the event that the relevant Engagement subsequently terminates.  

7.6.2    If in respect of any particular Engagement the Employment Business considers in its absolute discretion that it would be reasonable to reduce the Specified Percentage, Specified Multiplier and/or Specified Period, the Employment Business shall notify the Client and the relevant figures or period applicable to that Engagement shall be deemed to have been reduced accordingly.

8.0        LIABILITY

8.1        Contractors provided by the Employment Business to the Client are deemed to be under the supervision, direction and control of the Client for the duration of the Assignment. The Client agrees to be responsible for all acts, errors and omissions of the Contractor, whether wilful, negligent or otherwise, whilst working for the Client. The Client will comply in all respects with all relevant legislation, by-laws and legal requirements including (but without limitation) the provision of adequate Public Liability Insurance in respect of the Contractor.

8.2        Without prejudice to the generality of Clause 4.1 above, the Client shall advise the Employment Business of any special health and safety matters about which the Employment Business is required to inform the Contractor and about any requirements imposed by law or by any professional body, which must be satisfied if the Contractor is to fill the Assignment. The Client will assist the Employment Business in complying with the Employment Business’ duties under the Working Time Regulations by supplying any relevant information about the Assignment requested by the Employment Business. The Client will not do anything to cause the Employment Business to be in breach of its obligations under these Regulations. Where the Client requires or may require the services of a Contractor for more than 48 hours in any week, the Client must notify the Employment Business of this requirement before the commencement of that week.

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

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

8.5        The Client shall indemnify and keep indemnified the Employment Business together with each of its officers, employees and sub-contractors, from and against any claims, costs, expenses (including, but not limited to, legal and other professional fees and disbursements), losses, damages and other liabilities (of whatever nature, whether contractual, tortious or otherwise) made against or incurred by the Employment Business and arising directly or indirectly out of or in connection with any Assignment and/or any breach by the Client of any of these Terms (including, but not limited to, Clauses 4.1, 4.4, 8.1, 8.3 and 8.4 above).

8.6        Whilst every reasonable effort is made by the Employment Business to give satisfaction to the Client by ensuring reasonable standards of skills, integrity and reliability from the Contractor and to provide the same in accordance with the Client's booking details, the Employment Business shall not be liable to the Client (whether by reason of any negligence or other tortious act or omission by the Employment Business or any of its employees or agents, any breach of contract or statutory duty or otherwise) for any:

8.6.1    Loss of profits;

8.6.2    Loss of anticipated revenue or savings;

8.6.3    Loss of contracts or other business opportunities;

8.6.4    Claim, action or demand made against the Client by any third party (whether a customer, contractor or employee of the Client or otherwise);

8.6.5    Damage to reputation;

8.6.6    Indirect loss, damage, cost, expense, claim or liability whatsoever;

which arises out of or in connection with the introduction and/or supply of, or any failure to introduce and/or supply, any Contractor.

8.7        In any event, the aggregate liability (inclusive of interest and legal and other costs) of the Employment Business to the Client arising out of or in connection with the introduction and/or supply, or any failure to introduce and/or supply, any Contractor (whether by reason of any negligence or other tortious act or omission by the Employment Business or any of its employees or agents, any breach of contract or statutory duty, or otherwise) shall not exceed £1,000,000 (one million pounds).

8.8        Nothing in these Terms shall operate to limit or exclude any liability for death or personal injury caused by the negligence of the Employment Business or any of its employees or agents, nor for any fraudulent misrepresentation or any other matter in respect of which liability cannot lawfully be limited or excluded.

9.0        SPECIAL SITUATIONS

Where the Contractor or the person supplied to do the work is required by law or any professional body to have any qualifications or authorisations to work on the Assignment, the Employment Business will take all reasonably practicable steps to obtain and offer to provide to the Client:

9.1        Copies of any relevant qualifications or authorisations of the Contractor or the person supplied to do the work; and

9.2        Two references from persons not related to the Contractor or the person supplied to do the work who have agreed that the references they provide may be disclosed to the Client 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.

10.0     TERMINATION OF THE ASSIGNMENT

10.1     The Client may terminate the Assignment by giving to the Employment Business in writing 1 days’ notice.

10.2     Notwithstanding the provisions of sub-clause 10.1 the Client may terminate the Assignment forthwith by notice in writing to the Employment Business where:

10.2.1  The Contractor has committed any wilful, persistent and/or material breach of its obligations;

10.2.2  The Client reasonably believes that the Contractor has not observed any condition of confidentiality applicable to the Contractor from time to time; or

10.2.3  For any reason the Contractor proves unsatisfactory to the Client.

10.3     The Employment Business may terminate an Assignment forthwith by notice in writing

10.3.1  If the Client has committed any wilful, persistent and/or material breach of its obligations under these Terms; or

10.3.2  If the Client makes any voluntary arrangement with its creditors, or becomes bankrupt, or (being a partnership) suffers one or more of its partners to become bankrupt, or enters administration, or goes into liquidation, or a security holder takes possession, or a receiver or administrative receiver is appointed, over all or any part of the property or assets of the Client, or the Client ceases, or threatens to cease, carrying on business;

10.4     The Employment Business shall notify the Client if it receives or otherwise obtains information which gives it reasonable grounds to believe that a Contractor supplied to the Client is unsuitable for the Assignment and shall be entitled to terminate the Assignment forthwith by notice in writing without prior notice and without liability.

11.0     POACHING OF STAFF

11.1     In the event that any of the Employment Business’s own staff with whom the Client has had dealings accepts an Engagement with the Client whilst employed by the Employment Business, or within six months of the termination of their employment with the Employment Business, the Client shall be liable to pay an introduction fee to the Employment Business in the sum of £12,000 plus VAT where those dealings have taken place at any time within the period of 12 months ending with the date of that Engagement.

12.0     LAW & ENFORCEABILITY

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

12.2     If any clause or part of a clause in these Terms is found to be invalid or unenforceable by any court or other body of competent jurisdiction, but would be valid or enforceable if any particular wording were to be deleted, then such clause is to apply with such deletion(s).