We are CASTLEFIELD RECRUITMENT LIMITED, trading as Castlefield Recruitment whose registered office is at 14 King Street, Leeds, LS I 2HL carrying on business as an employment agency (the "Company");and

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You are a client or potential client of the Company and are the recipient of these Terms of Business (the "Client")

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Scope of Agreement

1.1 The parties hereby agree that this Agreement will govern every engagement by the Client. or an associated company of the Client, of every applicant notified by the Company to the Client from time to time ("Applicant").

1.2 For· the purpose of this Agreement. "Engagement" shall include every such fixed-term contract engagement, and shall include any use of an Applicant in the circumstances set out in clause 1.1, whether directly or indirectly (for example, where an Applicant provides services through a limited company) and whether full-time or part-time, and whether under a contract of service or for services, or under an agency, licensee, franchise, commission only, partner-ship agreement, or otherwise.

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Acceptance and Authority to Act

2. These terms are deemed to be accepted by the Client in respect of each Applicant with effect from notification by the Company to the Client of the relevant Applicant. The Client authorises the Company to act on its behalf in seeking Applicants and, if the Client so requests, shall advertise for such Applicants through such methods as are agreed with the Client.

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Standards Required

3.1 The Client agrees to provide to the Company sufficient information to enable the Company to assess the suitability of each relevant Applicant for each relevant Engagement. In this regard, the Client in particular agrees to provide the following information:

(a) the identity of the person who it is proposed will engage the relevant Applicant (this must be notified in respect of every proposed Engagement, to ensure that the correct associated company of the Client is identified), and, if applicable, the nature of the person's business;

(b) the date on which it is proposed that the Engagement should begin, and the duration, or likely duration, of the Engagement;

(c) the position to be filled, including the type of work which the relevant Applicant would be required to do, the location at which and the hours during which he or she would be required to work;

(d) any risks to health or safety relevant to the Engagement, and what steps have been taken by the Client to prevent or control such risks;

(e) the experience, training, qualifications and any authorisation which are necessary (or which are required by law or by any professional body) for the relevant Applicant to possess in order to work in the position, and any expenses payable by or to the relevant Applicant;

(f) the minimum rate of pay and any other benefits to be offered in respect

of the relevant position, and the intervals at which they would be paid; and

(g) where applicable, the length of notice which a successful Applicant would be required to give and entitled to receive, to end the Engagement.

The Client agrees to provide the above information in writing and in good time before the commencement of the Engagement.

3.2 Subject to clause 3.1, the Company shall take reasonably practicable steps to ensure that the Applicant is aware of all applicable requirements for the Engagement.

3.3 The Company shall make reasonable endeavours to ensure the suitability of the relevant Applicant for the Engagement. However, the Client must

also satisfy itself as to the suitability of the relevant Applicant and shall be responsible for taking up and/or confirming any references (including the confirmation of any professional or academic qualifications or any

authorisation required by law) provided by the relevant Applicant and/or the Company before engaging such Applicant.

3.4 The Client shall be responsible for verifying that Applicant has the right to work in the United Kingdom, for the arrangement of any medical

examinations and/or investigations into the medical history of any Applicant to satisfy any medical and other requirements or qualifications required

by law.

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Introduction Fee: When Payable

4.1 Subject to clause 5 an introduction fee ("Introduction Fee") shall be payable by the Client to the Company in respect of any Engagement subsequent to notification by the Company to the Client (whether orally or otherwise) of the relevant Applicant.

4.2 The Client agrees to notify the Company in writing of the acceptance by the relevant Applicant of an Engagement together with details of the Applicant's gross remuneration (see 5.2 below), as soon as practicable following such acceptance.

4.3 The Introduction fee is payable within 14 days of the date of the relevant invoice from the Company to the Client. For the avoidance of doubt payment must be made by electronic funds transfer;

4.4 In the event that the Engagement is for a fixed term contract of less than 12 months, the Introduction Fee will be calculated according to clause 5 and pro-rated according to the length of the fixed term contract, subject to

a minimum fee of £2,000 (plus VAT).

4.5 If the relevant fixed term contract Engagement is extended beyond the initial fixed term, or if the Client re-engages the Applicant within 6 calendar months from the date of termination of the first period of Engagement, the Company shall have the right to charge additional Introduction Fees pro rated in accordance with this subsequent period of engagement.

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Introduction Fee and Fixed Term Fees: Method of Calculation

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5.1 The Introduction Fee shall be a percentage (as set out at clause 5.3 below) of the gross remuneration payable to the relevant Applicant following the start of the relevant Engagement, subject to a minimum fee of £2000 (plus VAT)"Gross remuneration" is defined in clause 5.2 below.

‍5.2 "Gross remuneration" shall mean the first year's equivalent annualised remuneration, including (without limitation) any bonuses/incentives, car· allowances and any guaranteed payments to which the relevant Applicant may be entitled. (Any car provided to the relevant Applicant will be assessed as remuneration at the rate of £5,000 p.a.(plus VAT).) Where a placement

is part-time the salary will be equated to the full time equivalent and the fee shall be levied on that salary. Where the Engagement is for a fixed term contract the Applicant's salary will be equated to the annualised equivalent.

5.3 For the purpose of clause 5.1 above, the percentage(s) will be as follows:

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Contingency Recruitment

• where the gross remuneration is up to £14,999: 15%
• where the gross remuneration is between £15,000 and £24,999: 18%
• where the gross remuneration is between £25,000 and £39,999: 22%
• where the gross remuneration is between £40,000 and £79,999: 25%
• where the gross remuneration is over £80,000: 30%

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Fixed term contract

• where the gross remuneration is up to £14,999: 15%
• where the gross remuneration is between £15,000 and £24,999: 18%
• where the gross remuneration is between £25,000 and £39,999: 22%
• where the gross remuneration is between £40,000 and £79,999: 25%
• where the gross remuneration is over £80,000: 30%

Introduction Fee: Refunds

6.1 Subject to clause 6.2, if the relevant Applicant leaves the Client's employment (other than through redundancy constructive or unlawful dismissal) within I 3 weeks of commencement of the relevant Engagement, a percentage of the Introduction fee shall be refunded to the client as follows:

• 75 % if the departure is less than 2 weeks following commencement of the relevant Engagement
• 50% if the departure is within 3 to 8 weeks of commencement of the relevant Engagement
• 25% if the departure is within 9 to 12 weeks of commencement of the relevant Engagement

6.2 No refund is payable in any circumstances unless:

the relevant departure is notified by the Client to the Company in writing within 7 days; and

the Client has paid to the Company the Introduction Fee in full within 14 days of the date of relevant invoice.

6.3 Should the Client or any associated company of the Client subsequently engage the Applicant within the period of six calendar months from the relevant date of departure, a full Introduction Fee calculated in accordance with clause 5 above becomes payable, notwithstanding any previous fees paid to the Company. For the avoidance of doubt, there shall be no entitlement to a refund of any kind following such subsequent Engagement.

6.4 There shall be no refund where the Engagement is for a fixed term contract Introduction Fee.

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Liability

7.1 Subject to clause 7.3 below, the Company shall not be liable to the Client arising out of or in connection with this Agreement or in relation to the engagement or use of the Applicant or for (i) any loss of or damage to profit revenue, savings, data, use, contract, goodwill or business or (ii) any indirect or consequential loss or damage, in each case howsoever caused or arising.

7.2 The term "howsoever caused or arising" when used in this clause 7 shall be construed widely to cover all causes and actions giving rise to liability, including but not limited to (i) whether arising by reason of any misrepresentation (whether made prior to and/or in this Agreement),

negligence, breach of statutory duty, other tort breach of contract, restitution or otherwise and (ii) whether arising under any indemnity and (iii) whether caused by any total or partial failure or delay in supply of the services of the Applicant by the Company.

7.3 Nothing in this Agreement shall limit or exclude any party's liability for fraud or for death or personal injury caused by the negligence, or to the extent otherwise not permitted by law.

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Indemnity

8. 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 any Engagement, as a result of:

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(a) any breach of this Agreement by the Client; and

(b) any breach by the Client or any associated company of the Client, or

any of its or their employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity).

(c) The maximum liability of the Client under or in connection with this Agreement and/or any Engagement shall not exceed the total fees paid and payable by the Client under this Agreement prior to any claim

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Entire Agreement/Variation

9. This Agreement constitutes the entire and only legally binding agreement between the parties relating to the Engagement, and replaces any previous agreements or endangerments. No variation to these terms on behalf of the Company can be made otherwise than in writing signed by a director of the Company.

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Waiver

I 0. Any failure by the Company to enforce at any particular time any one or more of the terms of this Agreement shall not be deemed a waiver of such rights or of the right to subsequently enforce the terms of this Agreement.

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Headings

I I. Headings contained in this Agreement are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate.

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Validity

12. If any provision, clause or part-clause of this Agreement is held to be invalid, void, illegal or otherwise unenforceable by judicial body, the remaining provisions of this Agreement shall remain in full fo1-ce and effect to the extent permitted by law.

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Force Majeure

13. The Company shall have no liability for any delay or failure in performance of its obligations to the Client where this arises from matters outside its reasonable control.

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Third Parties

14. No provision of this Agreement shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act party that exists or is available independently of the Act.

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Overdue Debts

15. The Company may charge interest on all overdue debts under this Agreement at the rate of 2% per month.

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Governing Law

16. This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.

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