RECRUITER AGREEMENT

AGREED TERMS
 
1. INTERPRETATION
The following definitions and rules of interpretation apply in this agreement (unless the context requires otherwise):

Board: the board of directors of the Client (including any committee of the board duly appointed by it).
Business of the Client: Management and fulfilment of job searches on behalf of third-party hirers with the support of consultant recruiters, including managing back-office operations associated with recruitment of temporary and permanent workers.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Opportunities: any opportunities which the Contractor becomes aware of during the Engagement which relate to the Business of the Client or any Group Company or which the Board reasonably considers might be of benefit to the Client or any Group Company.
Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Candidate: an applicant for permanent, temporary or contract work who has been registered with the Client or Group Company and with whom the Contractor dealt during the Engagement.
Client Property: all materials, records, data, equipment or items (whether physical or electronic) provided by or belonging to the Client or produced by the Contractor in the course of the Engagement, including anything stored on the Client’s or Contractor’s systems.
Commencement Date: the date on which the Contractor agrees to these terms.
Confidential Information: any information (whether oral, written or electronic) which is confidential to the Client or any Group Company, including technical, financial, customer, or commercial data, and anything developed or received by the Contractor during the Engagement.
Data Protection Legislation: all applicable UK data protection and privacy laws, including the UK GDPR, Data Protection Act 2018 and related regulations.
Deemed Employment: an engagement to which section 61M(1)(d) of the Income Tax (Earnings and Pensions) Act 2003 applies.
Deliverable: any output of the Services, as defined in Schedule 1, including any materials, reports, or other results provided to the Client.
Engagement: the engagement of the Contractor by the Client under this agreement.
Group Company: the Client, its holding companies, subsidiaries, and subsidiaries of its holding companies.
Holding Company / Subsidiary: as defined in section 1159 of the Companies Act 2006.
Individual: the person providing services where the Contractor is a company.
Insurance Policies: appropriate liability, professional indemnity, cyber, employer’s and public liability insurances, as required under this agreement.
Intellectual Property Rights: all intellectual property rights, whether registered or unregistered, and all applications for such rights, including copyright, patents, trademarks, designs, trade secrets and know-how.
Invention: any invention, idea, discovery, development, improvement or innovation made in connection with the Services.
Introducer: any party who introduced Clients or Candidates to the Client or Group Company and with whom the Contractor had material involvement.
Off-payroll Working rules: the rules under Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003.
Prospective Client/Candidate: any party the Client or Group Company was negotiating with in the six months prior to termination.
Services: the services provided by the Contractor as described in Schedule 1.
Substitute: a substitute appointed in accordance with clause 3.3.
Termination Date: the date on which this agreement ends, however arising.
Works: all materials, documentation, reports, records, software, designs or other outputs produced by the Contractor in connection with the Services.

Clause headings are for reference only and do not affect interpretation. 1.3 References to legislation include any amendments or replacements in force. 1.4 The singular includes the plural and vice versa. 1.5 References to this agreement include its Schedules. 1.6 A company shall be treated as a member of another company even if its shares are held by another person as nominee or for security.
 
2. TERM OF ENGAGEMENT

The Client engages the Contractor and the Contractor agrees to provide the Services on the terms of this agreement.
The Engagement shall commence on the Commencement Date and shall continue unless and until terminated:
a) as provided elsewhere in this agreement; or
b) by either party giving at least four weeks' prior written notice, provided that no such notice may be served until the expiry of an initial period of three months from the Commencement Date.
 
3. OBLIGATIONS OF THE CONTRACTOR

During the Engagement, the Contractor shall:
a) provide the Services, including the Deliverables, with all due care, skill and ability, and use best endeavours to promote the interests of the Client and any Group Company;
b) unless prevented by ill health or accident, ensure that the Deliverables conform in all respects with, and are achieved by, any deadlines specified in Schedule 1 and are fit for any purpose expressly or implicitly made known to the Contractor by the Client; and
c) promptly provide the Board with all information and reports it may reasonably require in connection with the Services, Deliverables, or the business of the Client or any Group Company.
3.2 If the Contractor is unable to provide the Services due to illness or injury, the Contractor shall notify the Client as soon as reasonably practicable. No fees shall be payable under Clause 4 for any period in which Services are not provided, or are provided to an inadequate standard, or are required to remedy defective work.
3.3 The Contractor may, with the prior written approval of the Client, appoint a suitably qualified and skilled Substitute to perform the Services on their behalf, provided that the Substitute enters into direct undertakings with the Client, including regarding confidentiality. The Contractor shall remain liable for the Services and responsible for the Substitute’s remuneration. The Contractor’s obligations under this agreement continue in full during any substitution.
3.4 If a Substitute is appointed, the provisions in Clause 8 (Data Protection) shall apply, and references in this agreement to the Contractor shall include the Substitute.
3.5 The Contractor shall use reasonable endeavours to be available on reasonable notice to provide any assistance or information the Client may require.
3.6 Unless specifically authorised in writing by the Client, the Contractor shall not:
a) incur expenditure in the name of or for the account of the Client; or
b) hold themselves out as having authority to bind the Client.
3.7 The Contractor shall comply with all applicable health and safety procedures of the Client and report any unsafe working conditions or practices at any premises where the Services are provided.
3.8 The Contractor shall comply with the Client’s policies on social media, use of information and communication systems, anti-harassment and bullying, equal opportunities, no smoking, and substance misuse.
3.9 The Contractor undertakes to take reasonable steps to offer to the Client any Business Opportunities that arise during the Engagement, as soon as practicable and before offering them to any third party. This obligation shall not apply where disclosure would breach a duty of confidentiality or fiduciary duty owed to another party.
3.10 The Contractor may use a third party to perform administrative, clerical, or secretarial tasks incidental to the Services, provided:
a) the Client bears no cost for such functions; and
b) the third party enters into direct undertakings with the Client, including confidentiality, upon request.
3.11 The Contractor shall promptly provide the Client with all information and documentation the Client reasonably requires to determine whether the Engagement is or may be Deemed Employment and, where relevant, to comply with any related legal obligations. The Contractor shall notify the Client of any material changes to previously provided information. Subject to Clause 16, the Client may amend the terms of the Engagement if it is determined to be Deemed Employment.
3.12 The Contractor shall:
a) comply with all applicable anti-bribery and anti-corruption laws and the Client’s related policies;
b) not engage in conduct that would amount to an offence under sections 1, 2, or 6 of the Bribery Act 2010;
c) have in place, enforce, and maintain appropriate anti-bribery procedures;
d) promptly report to the Client any request or demand for undue financial or other advantage;
e) ensure that all persons associated with the Contractor (including any Substitute) comply with this Clause 3.12; and
f) certify compliance annually or at the Client’s request, providing supporting evidence as reasonably required.
Failure to comply with Clause 3.12 may result in the immediate termination of this agreement.
3.13 For the purposes of Clause 3.12, the terms “adequate procedures,” “foreign public official,” and “associated with” shall be interpreted in accordance with the Bribery Act 2010 and its guidance. A person associated with the Contractor includes any Substitute.
3.14 The Contractor shall:
a) not engage in activity that would constitute a UK or foreign tax evasion facilitation offence under the Criminal Finances Act 2017;
b) maintain policies and procedures designed to prevent such facilitation offences;
c) promptly report to the Client any relevant request, demand, or suspicion;
d) ensure associated persons (including any Substitute) comply with this Clause 3.14; and
e) certify compliance, and provide supporting evidence if requested.
 
4. FEES AND SUBSCRIPTION

4.1 The Client shall pay the Contractor the fees set out below (exclusive of VAT and less any deductions for income tax and National Insurance contributions where required by law), following the receipt of an appropriate invoice from the Contractor. Each invoice must include details of:
a) the Services provided;
b) the Deliverable achieved to the satisfaction of the Client in accordance with Schedule 1;
c) the dates on which the Services were provided; and
d) the amount of the fee payable (plus VAT, if applicable) for the achievement of the Deliverable.
4.2 The applicable fees are:
a) Permanent placements: up to 70% of the total commission billable to the end hirer (15% of annual salary of the candidate placed);
b) Contract placements: up to 70% of the total commission billable to the end hirer (15% of hourly pay of the candidate placed);
c) Temporary placements (payroll provided): up to 55% of the total commission billable to the end hirer (15% of hourly pay of the candidate placed).
4.3 A Deliverable is deemed achieved upon the placement of a candidate and the subsequent completion of the following rebate periods:

• 30 days – 20% of the commission received by the Client from the end hirer;

• 60 days – 25% of the commission;

• 90 days – 25% of the commission.

The remaining 30% of the commission is retained by the Client.
4.4 Invoices must be submitted within seven days of the end of the month confirming a Deliverable has been achieved to the satisfaction of the Client. Subject to Clause 4.3, the Client shall pay each invoice within 14 days of receipt.
4.5 If the Client is required by law to deduct income tax or National Insurance contributions from the fees:
a) the Client shall inform the Contractor of the deadline by which invoices must be submitted for inclusion in the next monthly payroll;
b) the Contractor must ensure the invoice apportions the fee on a just and reasonable basis between the periods before and after the relevant payroll date; and
c) payment shall not be made until the Contractor has supplied all required documentation to the Client, including any required under Clause 3.11.
4.6 The Client may deduct from any sums due to the Contractor any amounts owed by the Contractor to the Client or any Group Company at any time.
4.7 The Contractor shall pay a subscription fee (the "Subscription") upon signing up for access to the online platform ("Platform"), using a payment method specified on the Platform (e.g. credit card or other approved method).
4.8 Upon successful payment of the Subscription:
a) the Contractor will receive access to the Platform and login credentials;
b) continued access is conditional on payment of the Subscription and compliance with this agreement;
c) the Contractor is entitled to a refund upon request within 14 days of payment or up until onboarding is complete (whichever is earlier);
d) no refund will be available after onboarding is completed.
4.9 The Contractor is responsible for any applicable taxes (e.g. VAT), which shall be added to the Subscription and paid by the Contractor.
4.10 Payment (in full or part) of any fees or expenses under this Clause 4 or Clause 5 shall be without prejudice to any rights or claims the Client or any Group Company may have against the Contractor regarding the Services.
4.11 Notwithstanding any other provision of this agreement, the Client shall have no obligation to make any payment to the Contractor in respect of any Deliverable unless and until it has received the corresponding payment from the end customer. For the avoidance of doubt, the Contractor acknowledges and agrees that payment by the end customer is a strict condition precedent to any entitlement to fees under this Clause 4.
 
5. EXPENSES

5.1 The Contractor shall bear all expenses incurred in the course of the Engagement unless otherwise agreed in writing.
5.2 If the Contractor (or Substitute) is required to travel abroad as part of the Engagement, the Contractor shall be responsible for any required insurance, inoculations, and immigration compliance.
5.3 In such cases, the Contractor shall also be responsible for any necessary insurances, inoculations and immigration requirements relating to themselves or any person acting on their behalf.
 
6. OUTSIDE INTERESTS

6.1 Nothing in this agreement shall prevent the Contractor from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Engagement, provided that:
a) such activity does not cause a breach of any of the Contractor's obligations under this agreement;
b) the Contractor shall not engage in any such activity which is similar to or in any way competitive with the business of the Client or any Group Company without the prior written consent of the Client (such consent not to be unreasonably withheld); and
c) the Contractor shall give priority to the provision of the Services to the Client over any other business activities undertaken during the course of the Engagement.
 
7. CONFIDENTIAL INFORMATION AND CLIENT PROPERTY

7.1 The Contractor acknowledges that in the course of the Engagement they will have access to Confidential Information. The Contractor has therefore agreed to accept the restrictions in this Clause 7.
7.2 The Contractor shall not (except in the proper course of duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use all reasonable endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
a) any use or disclosure authorised by the Client or required by law; or
b) any information which is already in, or comes into, the public domain otherwise than through the Contractor's unauthorised disclosure.
7.3 At any stage during the Engagement, the Contractor shall promptly return to the Client all Client Property in their possession, custody or control, upon request.
7.4 Nothing in this Clause 7 shall prevent the Contractor or the Client (or any of its officers, employees, workers or agents) from:
a) reporting a suspected criminal offence to the police or any law enforcement agency, or co-operating with such agencies in relation to a criminal investigation or prosecution;
b) making a disclosure to, or co-operating with an investigation by, HMRC or any regulator, ombudsman or supervisory authority regarding misconduct, wrongdoing, or serious breach of regulatory requirements (including giving evidence at a hearing), whether required to or not;
c) complying with an order from a court or tribunal to disclose or give evidence; or
d) making any other disclosure as required by law.
Failure to comply with Clause 3.14 may result in immediate termination of this agreement.
 
8. DATA PROTECTION

8.1 The Client will collect and process information relating to the Contractor in accordance with its privacy notice, which can be found at [insert URL or location of privacy notice].
8.2 The Client and the Contractor acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and the Contractor is the processor.
8.3 Both parties will comply with the Data Protection Legislation.
8.4 The Contractor shall, and shall procure that any Substitute does, in relation to any Personal Data processed in connection with the Engagement:
a) process that Personal Data only on written instructions from the Client;
b) keep the Personal Data confidential;
c) comply with the Client’s data protection policies and any reasonable instructions from the Client with respect to Personal Data processing;
d) not transfer any Personal Data outside the UK unless the transfer complies with the Data Protection Legislation, including (i) the transfer being to a country approved as providing adequate protection, or (ii) appropriate safeguards, binding corporate rules, or a specific derogation applying;
e) assist the Client, at the Client’s cost, in responding to any data subject access request and in ensuring compliance with its obligations under the Data Protection Legislation regarding security, breach notifications, privacy impact assessments, and consultations with supervisory authorities;
f) notify the Client without undue delay upon becoming aware of a Personal Data breach or any communication that relates to either party’s compliance with the Data Protection Legislation;
g) at the written request of the Client, delete or return all Personal Data (including any copies) on termination of the Engagement, unless retention is required by law;
h) maintain complete and accurate records to demonstrate compliance with this clause and allow for audits by the Client or its authorised representative.
8.5 The Contractor shall ensure that appropriate technical and organisational measures are in place, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or damage, with regard to the nature of the data, potential harm, available technology, and cost. These measures may include: pseudonymisation and encryption, ensuring confidentiality and resilience, backup and recovery capabilities, and regular testing of effectiveness.
8.6 The Client agrees that any Substitute appointed under Clause 3.3 shall be treated as a third-party processor. The Contractor confirms it will enter into a written agreement with such Substitute containing terms substantially similar to those in this clause, including data security and audit rights.
8.7 The Contractor may only authorise other sub-processors with the Client’s prior written consent, and only if a written agreement is in place that mirrors the data protection obligations of this clause. The Contractor must maintain control over all Personal Data, and any sub-processor’s contract shall terminate automatically upon termination of this agreement.
8.8 The Contractor shall remain fully liable for all acts or omissions of any third-party processor, including any Substitute, and shall indemnify the Client and any Group Company against any loss, liability, damages, costs (including legal costs), or expenses arising from any breach of the Data Protection Legislation by the Contractor or any sub-processor. The Contractor shall maintain full and comprehensive Insurance Policies to cover such liabilities.

9. INTELLECTUAL PROPERTY

9.1 The Contractor hereby assigns to the Client all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights, to the fullest extent permitted by law. Insofar as such rights do not vest automatically by operation of law or under this agreement, the Contractor shall hold legal title in such rights and Inventions on trust for the Client.
9.2 The Contractor warrants that:
a) they have obtained from any individual engaged in the provision of Services (including any Substitute) a written and valid assignment of all existing and future Intellectual Property Rights in the Works and the Inventions, together with an irrevocable waiver of all statutory moral rights; b) no permission has been given to any third party to use any of the Works, Inventions, or Intellectual Property Rights therein; c) they are not aware of any third party use of any such Works or rights; and d) the use of the Works or the Intellectual Property Rights in the Works by the Client will not infringe the rights of any third party.
9.3 The Contractor undertakes to:
a) notify the Client in writing of full details of all Inventions promptly upon their creation; b) keep all Inventions and related details confidential; c) deliver to the Client, whenever requested and in any event on termination, all correspondence, documents, papers, and records (including digital media and copies or abstracts) related to the Works or their creation that are in their possession or control; d) not register or attempt to register any of the Intellectual Property Rights in the Works or Inventions unless requested to do so by the Client; and e) do all acts necessary to confirm that absolute title in all such rights has passed, or will pass, to the Client.
9.4 The Contractor agrees to indemnify the Client at all times against any and all costs, claims, damages, or expenses incurred by or for which the Client may become liable in relation to any intellectual property infringement or related claim concerning the Works or Inventions supplied during the Engagement. The Contractor shall maintain adequate liability insurance to support this indemnity and provide a copy of the policy to the Client on request. The Client may, at its option, satisfy this indemnity (in whole or in part) by deduction from any payments due to the Contractor.
9.5 The Contractor waives any moral rights in the Works to which they may now or in future be entitled under Chapter IV of the Copyright, Designs and Patents Act 1988 (or similar legislation in any jurisdiction), including the rights of identification, integrity, and against false attribution. The Contractor further agrees not to assert any such rights.
9.6 The Contractor acknowledges that, save as expressly provided in this agreement, no further fees or compensation shall be payable in respect of their obligations under this Clause 9.
9.7 The Contractor undertakes, at the Client's expense and at any time during or after the Engagement, to execute documents, make applications, provide assistance, and take all necessary actions to vest and register the Intellectual Property Rights in the Client’s name and to defend the Client against third party claims relating to such rights.
9.8 The Contractor irrevocably appoints the Client as their attorney, in their name and on their behalf, to execute documents and take all actions necessary to give full effect to this clause and to ensure that all Intellectual Property Rights and related benefits are vested in the Client or its nominee.
 
10. INSURANCE AND LIABILITY

10.1 The Contractor shall have full liability for, and shall indemnify the Client and any Group Company against, any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Contractor or any Substitute engaged by them of the terms of this agreement, including any negligent or reckless act, omission or default in the provision of the Services. The Contractor shall accordingly maintain in force during the Engagement full and comprehensive Insurance Policies.
10.2 The Contractor shall ensure that such Insurance Policies are taken out with reputable insurers acceptable to the Client.
10.3 The Contractor shall, upon request, supply to the Client copies of the Insurance Policies and evidence that the relevant premiums have been paid.
10.4 If any claim is brought or made by the Client against the Contractor in respect of which the Contractor would be entitled to receive indemnity under any of the Insurance Policies, the relevant insurer shall indemnify the Client directly against such claim and any associated charges, costs and expenses. If the relevant insurer does not indemnify the Client directly, the Contractor shall use all insurance monies received to indemnify the Client in respect of any such claim and shall make good any shortfall from their own resources.
10.5 The Contractor shall comply with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies lapses, is not renewed, or is changed in any material way, or if the Contractor becomes aware of any reason why such cover may lapse, not be renewed, or be materially changed, the Contractor shall notify the Client without delay.
 
11. TERMINATION

11.1 Notwithstanding the provisions of Clause 2.2, the Client may terminate the Engagement with immediate effect, without notice and with no liability to make any further payment to the Contractor (other than in respect of amounts accrued before the Termination Date), if at any time the Contractor or any Substitute:
a) commits any gross misconduct affecting the business of the Client or any Group Company;
b) commits any serious or repeated breach or non-observance of any provision of this agreement or refuses or neglects to comply with any reasonable and lawful direction of the Client;
c) is, in the reasonable opinion of the Board, negligent or incompetent in the performance of the Services;
d) is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
e) is declared bankrupt, makes any arrangement with or for the benefit of their creditors, or has a county court administration order made against them under the County Court Act 1984;
f) makes a resolution for winding up, enters into an arrangement or composition with creditors, applies to a court for protection from creditors, or is subject to an administration or winding-up order, or has an administrator or receiver appointed in respect of their business or assets;
g) is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 90 days in any 52-week consecutive period;
h) commits any fraud or dishonesty or acts in any manner which, in the opinion of the Client, brings or is likely to bring the Contractor, the Client or any Group Company into disrepute or is materially adverse to the interests of the Client or any Group Company;
i) breaches any of the Client’s policies or procedures;
j) commits any offence under the Bribery Act 2010;
k) commits a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017 or a foreign tax evasion facilitation offence under section 46(1) of that Act;
l) ceases to satisfy any condition required under Clauses 3.15 to 3.16 (where applicable);
m) no longer owns (or no longer controls) all issued share capital of the Contractor entity (where relevant); or
n) the Engagement is determined by the Client or by HM Revenue & Customs to constitute Deemed Employment.
11.2 The rights of the Client under Clause 11.1 are without prejudice to any other rights it may have at law to terminate the Engagement or to accept any breach of this agreement on the part of the Contractor as having brought the agreement to an end. Any delay by the Client in exercising its rights to terminate shall not constitute a waiver of those rights.

12. OBLIGATIONS ON TERMINATION

12.1 On the Termination Date, the Contractor shall:
a) immediately deliver to the Client all Client Property and original Confidential Information in their possession or under their control;
b) subject to the Client’s data retention guidelines, irretrievably delete any information relating to the business of the Client or any Group Company stored on any magnetic or optical disk or memory (including but not limited to any Confidential Information), and all material derived from such sources, which is in their possession or under their control outside the premises of the Client. This obligation includes requiring any Substitute to delete such information where applicable;
c) for the avoidance of doubt, delete from any personal social or professional networking accounts the contact details of business contacts made during the Engagement, as these are regarded as Confidential Information; and
d) provide a signed statement confirming that they have fully complied with their obligations under this Clause 12, together with such evidence of compliance as the Client may reasonably request.
 
13. STATUS

13.1 The relationship of the Contractor to the Client will be that of independent contractor, and nothing in this agreement shall render the Contractor an employee, worker, agent or partner of the Client. The Contractor shall not hold themselves out as such, and if services are delivered through any personnel or Substitute, the Contractor shall ensure that such persons also do not hold themselves out as an employee, worker, agent or partner of the Client.
13.2 This agreement constitutes a contract for the provision of services and not a contract of employment. Accordingly, the Contractor shall be fully responsible for and shall indemnify the Client or any Group Company for and in respect of:
a) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, including any determination that the Engagement is Deemed Employment, or arising from any payment or benefit received by any person engaged by the Contractor in respect of the Services, where recovery is not prohibited by law;
b) all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim (other than where these arise out of the Client's negligence or wilful default); and
c) any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Contractor or any Substitute against the Client, arising out of or in connection with the provision of the Services, except where such claim arises as a result of any act or omission of the Client.
13.3 The indemnity in Clause 13.2(a) does not apply to any income tax or National Insurance contributions deducted by the Client if the Engagement is Deemed Employment and the Client makes such deductions from the fees due under Clause 4 prior to payment to the Contractor.
13.4 The Client may, at its option, satisfy any part of the indemnity set out in Clause 13.2 by way of deduction from any payments due to the Contractor.
13.5 The Contractor warrants that it is not, and shall not prior to the termination of this agreement become, a managed service company within the meaning of section 61B of the Income Tax (Earnings and Pensions) Act 2003.
 
14. NOTICES

14.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
a) delivered by hand or by pre-paid first-class post or other next working day delivery service at the address given in this agreement or as otherwise notified in writing to the other party; or
b) if sent by email to the Account Manager or if unavailable, a member of the senior leadership team.
14.2 Unless proven otherwise, any notice or communication shall be deemed to have been received:
a) if delivered by hand, at the time the notice is left at the address given in this agreement or given to the addressee; or
b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
c) if sent by email, at the time that the email was sent.
14.3 If deemed receipt under 14.2 would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this 14.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
14.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
 
15. ENTIRE AGREEMENT

15.1 This agreement constitutes the entire agreement between the parties and any Group Company and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
15.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
15.4 Nothing in this clause shall limit or exclude any liability for fraud.
 
16. VARIATION

16.1 No variation of this agreement or of any of the documents referred to in it shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
 
17. COUNTERPARTS

17.1 This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
17.2 No counterpart shall be effective until each party has delivered to the other at least one executed counterpart.
 
18. THIRD PARTY RIGHTS

18.1 Except as expressly provided elsewhere in this agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
18.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.
 
19. GOVERNING LAW

19.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
 
20. JURISDICTION

20.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
 
SCHEDULE 1 – SERVICES

The services to be provided include, but are not limited to: the sourcing and placement of candidates into roles, whether they be temporary, permanent, contract, temp-to-perm, or any other form of work contract.
A Deliverable is deemed to be achieved upon the placement of a candidate and the subsequent completion of the incremental rebate periods associated with the placement. The rebate periods are as follows:

• 30 days – 20% of the commission received by the Client from the end hirer

• 60 days – 25% of the commission received by the Client from the end hirer

• 90 days – 25% of the commission received by the Client from the end hirer

The remaining 30% of the commission will be retained by the Client.
The services may be performed wherever is convenient for the Contractor. The Client Point of Contact will be the Account Manager assigned to the Contractor upon completion of this agreement.
The timetable for the provision of services is dependent solely on the requirements of the placement; and the services will not need to be provided to any other Group Companies.