Terms and Conditions of Business

1.Interpretation

1.1 In these terms and conditions unless the context otherwise requires, the following terms shall have the following meanings:

Applicant

means the person or persons introduced by the Company to the Client having the relevant skill set to carry out the Project;

Client

means the person, frm or company who commissions the supply of the Services from the Company as detailed in the Service Specifcation;

Charges

means the Fees and any other charges payable in respect of the Services as such charges are either (i) detailed in the Fee Scale; (ii) as agreed between the parties from time to time in consideration of the provision of the Services or (iii) specifed in the Confirmation;

Commencement Date

means the date the Company commences providing the Services or as otherwise agreed by the parties.

Confirmation

means the Services description sent to the Client by post or email following initial discussions between the Client and the Company;

Contract

means the contract between the Company and the Client for the provision of the Services on these Terms and Conditions;

Engagement

means the employment of the Applicant by the Client, whether paid or voluntary and irrespective of the nature of remuneration under such employment, on any terms whatsoever and whether for the purposes of the Project or otherwise and on any basis whatsoever and “Engage” shall be construed accordingly;

Engagement Fee

means the Fee payable by the Client to the Company on an Engagement as detailed in the Fee Scale;

Fees

means collectively, any Engagement Fee and/or Re-Engagement Fee, payable by the Client to the Company on the occurrence of an Engagement or Re-Engagement Event of an Applicant, such Fees as detailed in the Fee Scale;

Fee Scale

means the scale of the Fees attached hereto or such Fee Scale as is in force at the date of the Engagement or on a Re-Engagement Event as notifed by the Company;

Introduction

means the initial introduction facilitated by the Company between the Applicant(s) and the Client;

Project

means the project the Client is seeking Applicant(s) to perform;

Re-Engagement Fee

means the Fee payable by the Client to the Company on a Re-Engagement Event (as defned in Clause 3.5);

Services

means the services required by the Client and provided by the Company in procuring Applicants with the Relevant Skill Set to undertake the Project on behalf of the Client. Services shall include but are not limited to vetting potential Applicants and arranging Introductions

between the Client and the Applicant(s);

Terms and Conditions

means these terms and conditions together with the Fee Scale and any Confrmation.

1.2 Unless the context requires otherwise the words “include” or “including” or “in particular” are to be construed as meaning without limitation. The headings are inserted for convenience only and shall not affect the construction of these Terms and Conditions.

2. Contract Formation

2.1 These Terms and Conditions form the entire agreement between the Client and the Company in relation to the Services, to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any correspondence, confrmation of order, specifcation or other document).

2.2 The Company shall send the Confrmation to the Client. No order placed by the Client shall be

deemed to be accepted by the Company until we send the Confrmation to you or (if earlier) the Company commences the Services.

2.3 These Terms and Conditions shall be deemed to have been accepted by the Client by virtue of its continued instruction and communication with the Company in relation to the Services.

2.4 No variation of these Terms and Conditions shall be effective unless mutually agreed between the parties.

2.5 The Company may send a Confrmation, however, nothing in these Terms and Conditions shall oblige the Company to do so. The Client shall be responsible for notifying the Company if any details contained in the Confrmation are incorrect or incomplete.

3. The Services

3.1. The Company shall provide the Services with effect from the Commencement Date in accordance with these Terms and Conditions.

3.2. The Company shall use its reasonable endeavours to deliver the Services in accordance with any dates specifed in the Confrmation or as agreed between the Client and the Company, provided always that the Company shall not have any liability in respect of any failure to complete the Services by such specifed date(s).

3.3. The Company shall provide the Client with details of Applicant(s) to allow the Client to determine whether to continue to an Introduction. The Company shall arrange an Introduction at a time mutually convenient to both the Client and the Applicant following confrmation from the Client to continue.

3.4. Following an Introduction, should the Client Engage the Applicant(s), whether for the purpose of the Project or otherwise, the Client shall become liable to pay the Engagement Fee.

The Client undertakes to contact the Company prior to commencement of such Engagement to confrm the details of the Engagement for the purposes of calculating the Fees. Should the

Client refuse to provide details of salary of the Applicant(s), an assumed rate of £200 per day shall be applied in the calculation of the any applicable Fee which is calculated based on salary for each Applicant.

3.5. The Client shall be liable to pay the Re-Engagement Fee to the Company in the following circumstances:-

3.5.1.on the occurrence of a further Engagement of the Applicant(s) by the Client within 3 years of an initial Engagement; or

3.5.2.in cases of an Introduction without an Engagement following at that time, on the occurrence of an Engagement of an Applicant(s) within 3 years of the Introduction (either being a “Re-Engagement Event”)

3.6. The Client shall be responsible for notifying the Company of any Re-Engagement Event, within 5 working days to provide salary and such other details of the relevant Applicant(s) as the Company may reasonably require to allow calculation of the Fees in respect of the Re-Engagement Event.

3.7. The Client undertakes that it shall not introduce or recommend any Applicant(s) to any third party and shall direct all third party enquiries to the Company.

4. Suitability of Applicant(s)

4.1 Although the Company shall take all reasonable care in its recommendation of Applicants, it is the responsibility of the Client to ensure the suitability of any Applicant for the Project or for any purpose it may otherwise require. The Company recommend that the Client takes all such steps as it deems necessary in order to satisfy itself of the Applicant(s) suitability for the Client’s Project.

4.2 The Company shall confrm Applicant availability for the Project, where applicable, prior to an Introduction. However, the Company accepts no responsibility should the availability of any Applicant change following an Introduction.

5. Employment of Applicant(s)

5.1 The Client shall be responsible for:

5.1.1entering into a direct contractual relationship with any successful Applicant;

5.1.2all and any legal requirements necessary to allow the Applicant to undertake work on behalf of the Client including obtaining any necessary work permits, licences and re-imbursement of travel expenses;

5.1.3arrangements in relation to remuneration of the Applicant; and

5.1.4any tax, national insurance contributions and any other deductions required by law.

5.2 For the avoidance of doubt, in the event that the Client engages the Applicant, the Client will then be deemed to commence an employment relationship with the Applicant and will be deemed to be the Employer in the relationship.

5.3 The Client shall be liable to pay the remuneration of Applicant(s) in addition to their obligation to pay the Fees to the Company.

6. Payment

6.1 Payment of the Fees shall fall due immediately on Engagement and on any Re-Engagement of any Applicant by the Client.

6.2 The Company shall invoice the Client in respect of the Engagement Fee and/or Re-Engagement Fee and the Client shall pay such invoice within 30 days of receipt. Time of payment shall be of the essence.

6.3 If any amount due by the Client under this Clause 6 is not paid in accordance with Clause 6.2, the Client shall pay interest from the due date of payment until payment is made in full at the rate of 4 per centum per annum above the base lending rate of the Royal Bank of Scotland plc from time to time. The Company reserves any rights that it may have (including the right to claim interest) under the Late

Payment of Commercial Debts (Interest) Act 1998.

6.4 If any amount due by the Client under this Clause 6 is not paid in accordance with Clause 6.2, the Client shall pay to the Company an administration fee of £10. Interest on outstanding Fees shall accrue in addition to this administration fee.

6.5 All fees payable by the Client under these Terms and Conditions are stated exclusive of value added tax or other applicable local sales tax, which shall be paid by the Client at the rate and in the manner prescribed by law.

7. Confdentiality

7.1 The Client acknowledges that the Company may provide it with commercially sensitive or personal information of Applicants (“Information”) during the course of the Services and agrees and undertakes that during the period of the Contract and at all times thereafter, it will keep confdential and not use such information for its own purposes except for the performance of the Contract nor, without the prior written consent of the Company, disclose to any third party, any such Information.

8. Liability

8.1 Nothing contained in the Contract shall exclude or restrict the liability of either party for injury, death, loss or damage caused by the negligence of that party.

8.2 Whilst the Company will use all reasonable endeavours to ensure the accuracy of the information or other material provided to the Client, no warranty or representation, express or implied, is given by the Company as to the accuracy of the information or other material provided pursuant to the Contract.

8.3 Although the Company will use its reasonable endeavours to perform the Services in accordance with these Terms and Conditions, the Company does not undertake, warrant, or represent that the work carried out under or pursuant to these Terms and Conditions will lead to any particular result or that any Applicant shall be suitable for any specifc purpose (irrespective of whether such purposes were made known to the Company prior to or after the entry into the Contract), nor is the success of any Intro*duction guaranteed.

8.4 Subject to clause 8.1:

8.4.1the Company’s aggregate liability in respect of any and all breaches of its obligations under the Contract and any representation, statement or delictual act or omission including negligence arising under or in connection with the Contract shall be limited to an amount equal to the aggregate amount of the Charges paid by the Client to the Company, under the Contract;

and

8.4.2 The Company shall not be liable to the Client for:-

8.4.2.1 any special, indirect or consequential loss or damage;

Notes

8.4.2.2 loss of actual or anticipated proft;

8.4.2.3 loss of business, turnover, revenue or income;

8.4.2.4 loss or depletion of goodwill and/or reputation;

8.4.2.5 loss of contracts;

8.4.2.6 damage relating to the procurement by the Customer of any substitute products or services;

8.4.2.7 loss of anticipated savings;

8.4.2.8 loss as a result of negligence or gross misconduct by an Applicant introduced to the Client by the Company;

8.4.2.9 loss as a result of any personal injury suffered by the Applicant introduced to the Client by the Company; or

8.4.2.10 Any breach of contract by the Applicant which arise out of or in connection with the Contract or the performance of the Company’s obligations hereunder, even if such loss, damage or depletion was in the contemplation of the Company prior to entry into these Terms and Conditions or was reasonably foreseeable or had been specifcally brought to the attention of the Company prior to or after entry into these Terms and Conditions.

9. Termination

9.1 Upon termination of the Contract or completion of the Services all Charges accruing for Services performed up to the date of expiry or termination (as the case may be) shall become immediately due by the Client and shall be paid to the Company within 30 days of such date of expiry or termination.

10. General

10.1 Data Protection Act (The General Data Protection Regulation 2016/679)

For the purposes of the data protection legislation, please note that by instructing us you accept and agree that personal information about you may be held on our internal databases.

We shall not disclose such personal information, save in the performance of the Services or as required by law.

11. Governing law and Disputes

11.1 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by and construed in accordance with the laws of Scotland.

11.2 Any dispute arising out of the interpretation, validity or performance of or otherwise in connection with the Contract shall be submitted to the exclusive jurisdiction of the Scottish courts.