Terms & Conditions

Salt helps clients find exceptional talent to enable their digital transformation. If a client engages any candidate, standard Salt terms will apply.

GENERAL CONDITIONS

Permanent Placements and Temporary, Contract and Special Project Placements:

These terms and conditions (Terms) constitute the entire agreement between Salt Search Pty Ltd (167 925 180) (Salt) and any client of Salt, its subsidiaries or associates (Client). In the event of a conflict between these Terms and any other terms, these Terms shall prevail.

These Terms set out in the terms and conditions upon which Salt and the Client agree Salt will provide recruitment (whether permanent recruitment of candidates (Candidates) or providing temporary, contract or special project workers (Workers) and other consultancy services to the Client.

Acceptance of Terms:

The acceptance of a resume, the interviewing of a Candidate or the engagement by a Client of a Worker or the signing of the Worker’s timesheet shall be deemed to be acceptance by the Client of these Terms.

Fees:

Salt’s fees are for professional services relating to the recruitment and/or selection and/or presentation of Candidates and/or Workers for employment or engagement by the Client.

Subsequent Employment:

Where any Candidate introduced to the Client (whether in writing or verbally) by Salt is employed by the Client within 12 months from the date the Candidate was introduced by Salt to the Client, then Salt’s standard fees described under the heading “Permanent Placements” below will apply (Standard Fee).

The Standard fee will apply even if the Candidate is employed by the Client in a different capacity, or on a different basis, to that for which the Candidate was introduced.

Where any Worker introduced by Salt is employed by the Client, within 12 months of the date of completion of their temporary or contract assignment, then the Standard Fee will apply, regardless of the capacity in which the employee is engaged.

Assessment of Candidates:

Salt will arrange psychometric assessment of Candidates and/or Workers when instructed by the Client. Fees for such assessments are payable by the Client, unless otherwise agreed.

Salt may make available to the Client the results of role behavioural and/or psychological and/or skills evaluations conducted in relation to Candidates or Workers. Salt does not verify the reliability or accuracy of those results and accepts no liability for loss and damages incurred by the Client arising from the provision of inaccurate, misleading or otherwise incorrect results whether or not arising from the negligence of Salt, the suppliers of the role behavioural and/or psychological and/or skill evaluations and reports or any other cause whatsoever.

Salt is not responsible for any loss or damage arising in any way from the use which may be made of those results by the Client or any other person. The Client must keep the role behavioural and/or psychological and/or skills evaluations results confidential.  The results must only be used for the purpose of assessing the suitability of Candidates or Workers.

Confidentiality:

All information supplied to the Client in relation to a Candidate, a Worker or Salt, is provided on a strictly confidential basis. The Client must keep all such information secret and confidential and may only use that information solely for the purpose of assessing the suitability of Candidates or Workers. The Client must not disclose such information to any third party without the prior written consent of Salt, unless disclosure is required by law. The Client will be liable for all unauthorised use or disclosure of such information by its employees, agents and contractors.

Suitability:

Salt will take reasonable steps to ensure the suitability of a Candidate selected on behalf of a Client, or a Worker provided to a Client.

Salt excludes all liability to the Client (whether in contract, tort, under any statute or otherwise) for loss or damage of any kind (including direct, indirect and consequential loss and damage, physical injury, property damage, loss of business revenue, loss of profits, failure to realise expected profits or savings or other commercial or economic loss of any kind), however caused arising out of or in any way related to the services provided by Salt under these Terms or the acts or omissions of any Candidate or Worker, other than where any applicable law expressly prohibits such exclusion to apply.

The Client acknowledges that Salt is not performing the services set out in its brief to Salt (Brief), but is instead the introducer of Candidates and/or the supplier of Workers, at the Client’s request, to perform the work that the Client has described in the Brief.

Subject to Salt’s obligations under the Australian Consumer Law in the Competition and Consumer Act 2010 (Cth) or similar legislation (ACL), Salt’s liability to the Client is limited, at its option, to the resupply of the relevant services or the payment of the cost of resupplying the services.

PERMANENT PLACEMENTS

Permanent Placement Fees

Salt’s fees for services are calculated as a percentage of gross annual remuneration, including superannuation and all other tangible benefits to be paid or provided to the successful Candidate and its associates (Gross Annual Remuneration). If a motor vehicle is included as part of the successful Candidate’s package, it is valued at $15,000.00 per annum for the purposes of determining Gross Annual Remuneration.  Salt reserve the right to raise any invoice upon successful placement of a candidate which should be paid in line with the payment terms (14 days). It should be noted that payment terms are calculated from candidate start date NOT placement date.

If Salt is engaged as the exclusive provider of the services the Exclusive Fee in the table below will apply. If Salt is engaged non-exclusively, the Non-Exclusive Fee in the table below will apply.

A minimum placement fee of $5,000.00 excluding GST (Minimum Fee) will apply for each permanent placement made with a Client, regardless of salary level for the relevant position. Placements made at the Minimum Fee do not include the guarantee described under the heading Guarantee Period for Permanent Placements.

Unless otherwise stipulated, Salt’s Standard Fee structure and Guarantee Periods for Exclusive and Non- Exclusive placements are:

Fees:

All references to dollars are Australian dollars.

Gross Annual Remuneration	Fee (ex- GST)	Guarantee Period
up to $99,999	18%	12 Weeks
$100,000 to $199,000	20%	12 Weeks
$200,000 and above	25%	12 Weeks

Fees for providing part time Candidates will be charged at the above rates calculated on full time equivalent salary (based on a 38 hour week and 52 weeks per year).

Executive Placements:

The fee for executive placements (being roles where the Candidate is paid pro rata $300,000.00 per annum or more) (Executive Fee) is payable in three instalments:

• 33% of the total fee upon acceptance of assignment (non-refundable);
• 33% of the total fee upon presentation of Candidate short-list (non-refundable); and
• Balance of the total fee upon the selected Candidate’s acceptance of the Client’s offer of employment (including any adjustment required as a result of salary negotiation by that Candidate).

The Guarantee Period for replacement for executives is 12 months from the commencement date of the successful Candidate.

Guarantee Period for Permanent Placement Candidates:

During the relevant Guarantee Period mentioned in the table above, Salt will use its best efforts to identify one suitable replacement Candidate for an original Candidate free of charge on the following conditions:

• The fee payable for the original Candidate has been within paid 14 days of the invoice date;
• The original Candidate’s unsuitability is due to unsatisfactory performance and not redundancy, restructuring, change in job description, discrimination, any form of workplace harassment, client closure or takeover;
• Salt is notified in writing within seven (7) days of the original Candidate’s departure; and
• The job description for the replacement Candidate is identical to that of the original Candidate.
• A Salt representative is able to meet with client and candidate within the first 4 weeks of assignment to perform as part of our post placement care program.

However, there will be no Guarantee Period for fixed term contracts of less than 12 months’ duration.

Subject to the ACL, the fee for the original service is non-refundable. In the event that Salt is unable to identify a suitable replacement Candidate within a reasonable time, 50% of the original fee will be credited to the Client’s account.  This credit will be valid for a six (6) month period, and may only be used against future permanent placements, but may not be offset against invoices charged for temporary placements or advertising.

The Client acknowledges that market conditions or the Client’s requirements for unique skills or qualifications, may mean it might not always be possible to identify a replacement Candidate within a reasonable time.

If a replacement Candidate is engaged by the Client with a gross annual remuneration higher than that of the original Candidate, an invoice for the additional fee payable may be issued on 14 day payment terms at Salt’s discretion.

The Guarantee is limited to the provision of a single replacement Candidate for any original Candidate placed with the Client.  For the avoidance of doubt, Salt’s obligations will be satisfied in full by identifying a replacement Candidate for the job description, regardless of whether the Client ultimately engages the replacement Candidate.

Payment Terms for Permanent Placements:

Salt’s payment terms are strictly 14 days from the invoice date. Salt reserves the right to charge interest on monies outstanding past the due date at the rate of 2% per annum above the rate from time to time fixed by the Penalty Interest Rates Act 1983 (Vic). The Client must also pay Salt all costs, expenses and losses incurred by Salt as a result of the Client’s failure to pay Salt all sums due to Salt under these Terms including without limitation, all legal costs on a full indemnity basis.

Temporary, Contract & Special Project Placements

Client Supervision:

The Worker provided by Salt will be under the direction and control of the Client in all respects from the time the Worker reports to take up duties and for the duration of the contract placement. The Client will be responsible for all acts and errors or omissions by such Worker as though the Worker is in the permanent employ of the Client. The Client must comply with all laws, awards and industrial agreements relating to conditions of employment of the Worker as if the Worker was employed by of the Client.

The Client acknowledges that because the Worker works under the Client’s control, supervision and direction:

a) Subject to sub-paragraph (b) below, Salt will not be liable to the Client for, and the Client will hold Salt harmless against, any liability for damage, loss or injury of whatsoever nature or kind, however caused whether directly or indirectly and whether by Salt’s negligence or that of one of Salt’s Workers (including their servants or agents) whilst they are working under the Client’s control, supervision or direction; and

b) Sub-paragraph (a) above does not reduce Salt’s liability, directly incurred, to the extent to which Salt may have directly contributed to any such damage, loss or injury.

Temporary, Contract & Special Project Placement Fees:

The fees payable by the Client for temporary Workers will be charged an hourly rate based upon the Worker’s rate of pay (which is based on the Worker’s applicable award or agreement),or on an agreed daily rate depending on the nature of the Work, which will be confirmed with the Client prior to the Worker’s commencement. The hourly rate will include all applicable statutory costs such as superannuation guarantee levy, workers compensation insurance, payroll tax, annual leave and sick leave entitlements. The Client will pay all loadings, allowances and other monetary conditions that may apply under each award or agreement in accordance with the hours worked by the Worker.

Guarantee Period for Temporary Placement Workers:

Should a temporary Worker be unsatisfactory for any reason, and the Client notifies Salt within eight (8) hours of the Worker’s commencement, no fee will be charged for those eight (8) hours.

Worker’s Offered Permanent Placements:

No guarantee period will apply in the case of Workers placed with a Client on a temporary basis being offered, and accepting, permanent positions with that Client. Our Standard Fee is payable in accordance with the General Conditions above for such Workers.

Contract & Special Project Placements:

Fees and guarantee periods for contract or special project Workers are subject to negotiation. For the avoidance of doubt, all placements by Salt will be subject to these Terms, except where the Client and Salt otherwise agree in writing.

Payment Terms for Temporary Workers:

Salt’s payment terms are strictly seven (7) days from the invoice date. Salt reserves the right to charge interest on monies outstanding past the due date at the rate of 2% per annum above the rate from time to time fixed by the Penalty Interest Rates Act 1983 (Vic). The Client must also pay Salt all costs, expenses and losses incurred by Salt as a result of the Client’s failure to pay Salt all sums due to Salt under these Terms including without limitation, all legal costs on a full indemnity basis.

Occupational Health & Safety Obligations:

The Client must comply with all applicable laws, awards and industrial agreements in relation to Workers assigned to the Client or working at the Client’s premises, and must;

• assume a duty of care in respect to all Workers;
• provide a safe working environment for all Workers;
• notify Salt of any change to the Worker’s job description; and
• provide the Worker with safe working instructions, training, appropriate supervision and a site safety induction.

Reimbursement:

If at the request of the Client the services of a Worker are withdrawn for any reason before completion of the designated task or before expiration of the agreed time and as a result the Worker obtained redress by way of compensation or otherwise from Salt, the Client will reimburse Salt the cost of providing the redress including legal costs and expenses on a full indemnity basis.

General:

These Terms contain the entire agreement between the parties with respect to its subject matter and supersede all prior agreements and understandings between the parties in connection with it.

No amendment or variation of these Terms is valid or binding on a party unless made in writing executed by all parties.

A waiver is not valid or binding on the party granting that waiver unless it is made in writing.

These Terms are governed by the laws of the State or Territory in which the Candidate or Worker is engaged by the Client and each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with matters concerning these Terms.

The relationship between the parties is that of independent contractors and the parties are not partners, joint ventures or principal and agent.

Acceptance

Where a Client interviews a Candidate referred by Salt, the Client will be deemed to have accepted these Terms.

Introduction of Candidates to Clients for Direct Engagement

1. Scope of Agreement

1.1. These Terms constitute the entire agreement between the Employment Agency and Client, a company incorporated in XXX under company number XXX and whose registered office is at XXX and shall govern all work between them. In the event of a conflict between these Terms and any other agreement, the former shall prevail.

2. Definitions in These Terms: 

2.1. “Client” means the person, firm or corporate body to whom the Employment Agency Introduces a Candidate;

2.2. “Candidate” means the person Introduced by the Employment Agency to the Client for an Engagement including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or employee of the Candidate if the Candidate is a limited liability partnership and members of the Employment Agency’s own staff;

2.3. “Data Protection Legislation” means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation (EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) the Data Protection Act 1998 (iii) any successor legislation to the GDPR or the Data Protection Act 1998

2.4. “Employment Agency” means Salt Search Limited, (company number 06912620) incorporated in England and Wales with a registered office at 9 Wootton Street, London, SE1 8TG;

2.5. “Engagement” means the engagement, employment or use of the Candidate by the Client or by any Third Party to whom or to which the Candidate was Introduced by the Client (with or without the Employment Agency’s knowledge or consent) on a permanent or temporary basis, howsoever engaged (whether directly or indirectly); and “Engages” and “Engaged” shall be construed accordingly;

2.6. “Exclusivity” means the Employment Agency will be the sole supplier of Candidates to fulfil the Engagement;

2.7. “Introduction” means:
a) the interview of a Candidate in person, by telephone, via Skype or any other method; or
b) the passing of a curriculum vitæ or information about the Candidate.
The time of the Introduction shall be taken to be the earlier of (a) and (b) above; and “Introduced” and “Introduces” shall be construed accordingly;

2.8. “Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003; references to a particular Regulation are references contained therein;

2.9. “Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, shift allowances, location weighting, call-out allowances, the benefit of a company car and all other payments or emoluments payable to or receivable by the Candidate for services rendered to or on behalf of the Client. Where the Client provides a company car, a notional amount of €5000 will be added to the salary to calculate the Employment Agency’s fee;

2.10. “Terms” means these Terms of Business as further defined in clause 3;

2.11. “Third Party” means any company or person who is not the Client. For the avoidance of doubt, subsidiary and associated companies of the Client (as defined by s.1159 of the Companies Act 2006 and s.416 of the Income and Corporation Taxes Act 1988 respectively) are included in this definition.

3. These Terms

3.1. These Terms constitute the entire agreement between the Employment Agency and the Client in relation to the subject matter hereof and are deemed to be accepted by the Client and to apply by virtue of (a) an Introduction to the Client of, or the Engagement by the Client of, a Candidate or (b) the passing of information about the Candidate by the Client to any Third Party or (c) the Client’s interview or request to interview a Candidate or (d) the Client’s signature at the end of these Terms or (e) any other written expressed acceptance of these Terms. For the avoidance of doubt, these Terms apply whether or not the Candidate is Engaged by the Client for the same type of work as that for which the Introduction was originally affected.

3.2. These Terms supersede all previous agreements between the parties in relation to the subject matter hereof.

3.3. These Terms prevail over any other terms of business or purchase conditions put forward by the Client.

3.4. The Client authorises the Employment Agency to act on its behalf in seeking Candidates and, if the Client so requests, shall advertise for such Candidates through such methods as are agreed with the Client.

3.5. For the purposes of these terms, the Employment Agency acts as an employment agency as defined within the Regulations.

4. Obligations of the Employment Agency

4.1. The Employment Agency shall use reasonable endeavours to introduce one or more suitable Candidates to meet the requirements of the Client for any particular vacancy. The Employment Agency cannot guarantee to find a suitable Candidate for each vacancy. Without prejudice to clause 4.2 below, the Employment Agency shall use reasonable endeavours to ascertain that the information provided by the Employment Agency to the Client, in respect of the Candidate is accurate.

4.2. Employment Agency will use reasonable endeavours to ensure the suitability of the Candidate, but it does not take up references nor seek independent verification of the information supplied by a Candidate. No warranty either expressed or implied is given by Employment Agency as to the suitability of the Candidate for the purposes of the Client, or as to the accuracy of any references supplied or qualifications of the Candidate. The Employment Agency accepts no responsibility in respect of matters outside its knowledge.

4.3. All information given by Employment Agency about a Candidate is given in good faith and in reliance on information given to the Employment Agency by the Candidate. It shall be the responsibility of the Client to take such steps necessary, to satisfy itself of the suitability of the Candidate, and to verify the accuracy of the information supplied by or any statement made by the Candidate. The Client is strongly advised to take up any references provided by the Candidate before Engagement.

4.4. The Client shall be responsible for obtaining all work, security and other permits, verifying professional and academic qualifications, the arrangement of medical examinations and/or investigations into the medical history of the Candidate, satisfying any medical and other requirements or qualifications required by law for the position, which the Candidate is sought.

5. Client Obligations 

5.1. To enable the Employment Agency to comply with its obligations under clause 4 the Client undertakes to provide to the Employment Agency details of the position which the Client seeks to fill, including the type of work that the Candidate would be required to do; the location and hours of work; the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position; and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks.

5.2. The Client shall provide details of the date the Client requires the Candidate to commence work, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with the Client.

5.3. The Client shall inform the Employment Agency within 5 business days where it receives details of a Candidate from the Employment Agency which it has already received from another agency in relation to the same vacancy. If no such notification is given by the Client then, in the event of an Engagement, the Client agrees the Employment Agency is entitled to charge a fee in accordance with clause 6.

5.4. The Client agrees to:
a) notify the Employment Agency within 2 business days that its offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration to the Candidate and the date of Engagement, and
b) pay the Employment Agency’s fee within the period set out under clause 7.2.

5.5. The Client shall not seek to cause the Employment Agency to, unlawfully discriminate in relation to the services provided by the Employment Agency to the Client in connection with these Terms, and shall disclose any and all information requested by the Employment Agency in the event a Candidate makes a complaint to the Employment Agency.

5.6. The Client shall be liable to pay the Fee where an offer of Engagement has been made verbally or in writing by the Client, and which is subsequently withdrawn by the Client after acceptance by the Candidate either verbally or in writing.

6. Fees

6.1. The Client shall pay the Employment Agency a fee calculated in accordance with clause 6.3 where it Engages, whether directly or indirectly, any Candidate Introduced by or through the Employment Agency within 12 months from the date of the Employment Agency’s Introduction.

6.2. Introductions of Candidates are confidential. Where the Client discloses to a Third Party any details regarding a Candidate Introduced to the Client by the Employment Agency and that Third Party subsequently Engages the Candidate within 12 months from the date of the Introduction, the Client shall pay the Employment Agency’s fee as set out in clause 6.3 and there shall be no entitlement to any rebate or refund to the Client or to the Third Party.

6.3. The fee shall be calculated as a percentage of the Candidate’s Remuneration applicable during the first 12 months of the Engagement (as set out in the table below) or a fixed amount of € 5.000,- whichever is the higher.

The Employment Agency will charge VAT on the fee where applicable.

6.4. Where the amount of the actual Remuneration is not known or disclosed, the Employment Agency will charge a fee calculated in accordance with clause 6.3 on the maximum level of remuneration applicable for the position or type of position the Candidate had been originally submitted to the Client for and/or a comparable position in the general marketplace.

6.5. Where prior to the commencement of the Engagement Employment Agency and the Client agree that the Engagement will be based on a fixed term of fewer than 12 months, the fee will be calculated pro rata. If the Client (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within 12 calendar months from the date of termination of the agreed period of the fixed term Engagement, then the Client shall be liable to pay a further fee based on the additional Remuneration applicable for the extended period of Engagement.

6.6. When agreed with the Client, charges incurred by the Employment Agency at the Client’s written request in respect of advertising or any other matters will be charged to the Client in addition to the fee, and such charges will be payable whether or not the Candidate is Engaged.

7. Invoices

7.1. Except in the circumstances set out in clauses 6.2 and/or 6.6, no fee is incurred by the Client until the date the Candidate is Engaged; whereupon the Employment Agency will render an invoice to the Client for its fees.

7.2. The Employment Agency shall raise invoices in respect of the charges payable and the Client agrees to pay the amount due within 14 calendar days of the date of the invoice.

7.3. All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated within clause 7.2, unless the Client notifies the Employment Agency in writing within 5 business days of the amount, the Client disputes, and the reason the Client disputes that amount. In the event the Client does notify the Employment Agency that it wishes to dispute part of an invoice, the Client shall pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with the Employment Agency to resolve the dispute as quickly as possible.

7.4. The Employment Agency reserves the right to charge interest on invoiced amounts overdue at the statutory rate as prescribed pursuant to Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 (as may be calculated using the calculator on the website: www.payontime.co.uk).

8. Rebates

8.1. In the event of the Candidate leaving the Client’s service within the agreed rebate time period, Employment Agency will have Exclusivity for a period of 4 weeks to introduce a replacement Candidate; and where the Client Engages a replacement Candidate, the Client shall pay the Employment Agency a fee calculated in accordance with clause 6.3 above (“Charges/Fees”).

8.2. Where the Client qualifies for a rebate in accordance with clause 8.3, and the Engagement of the Candidate is terminated by the Client or by the Candidate within the time periods specified below, the Client shall be entitled to a rebate of the fee pursuant to the table below:

8.3. The following conditions must be met for the Client to qualify for a rebate:
a) the Client must notify the Employment Agency in writing that the Candidate’s Engagement has ended within 7 business days of the Engagement ending or within 7 business days of the notice being given to end the Engagement; whichever is earlier;
b) the Employment Agency’s invoice for the fee must have been paid within the payment terms in accordance with clause 7.2;
c) the Candidate’s engagement is not terminated by reason of redundancy or re-organisation or change in strategy of the Client;
d) the Candidate did not leave the Engagement as a result of discrimination of any kind or other acts against the Candidate;
e) the Candidate was not at any time in the 12 months prior to the start of the Engagement employed or hired (whether on a permanent or contract basis) by the Client.

8.4. Where the Client re-engages the Candidate either on an employment or indirect basis, any rebate paid to the Client under clause 8.1 in respect of that Candidate, shall be immediately repaid to the Employment Agency by the Client.

9. Liability and Indemnity

9.1. The Employment Agency shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the Employment Agency seeking a Candidate for the Client or from the Introduction, or Engagement of any Candidate by the Client or from the failure of the Employment Agency to introduce any Candidate or from the Client’s disclosure to a Third Party of any details regarding a Candidate.

9.2. Notwithstanding clause 9.1 above, nothing in these Terms shall be deemed to exclude or restrict any liability of the Employment Agency to the Client for personal injury or death.

9.3. The Employment Agency shall not be liable for failure to perform its obligations under these Terms if such failure results by reason of any cause beyond its reasonable control.

9.4. The Client shall indemnify and keep indemnified the Employment Agency against any costs (including legal costs), claims or liabilities incurred directly or indirectly by the Employment Agency, arising in connection with these Terms including (without limitation) as a result of:
a) any breach of these Terms by the Client or by its employees or agents; and/or
b) any breach by the Client or Third Party, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity, immigration legislation and the Regulations); and/or
c) any unauthorised disclosure of a Candidate details by the Client or Third Party, or any of its employees or agents.

10. Termination

10.1. These Terms may be terminated by either party without liability to the other if:

10.1.1 7 calendar days’ written notice of termination is given; or

10.1.2 either party makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1976) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

10.1.3 either party ceases or threatens to cease, to carry on business.

11. Equal Opportunities

11.1. The Employment Agency is committed to equal opportunities and expects the Client to comply with all anti-discrimination legislation regarding the selection and treatment of Candidates.

12. Non-solicitation

12.1. The Client agrees that it shall not engage or employ any person employed by Employment Agency for the duration of this Agreement and six months thereafter. In the event of a breach of this clause, the Client shall be liable to pay the Employment Agency an immediately payable fee of € 25.000.

13. Confidentiality and Data Protection

13.1. All information contained within these Terms shall remain confidential and the Client shall not divulge it to any Third Party save for its own employees and professional advisers and as may be required by law.

13.2. The Client shall not without the prior written consent of the Employment Agency provide any information in respect of the Candidate to any Third Party whether for employment purposes or otherwise.

13.3. Either Party agrees to comply with all the applicable requirements set out in the applicable Data Protection Legislation and shall not cause or seek to cause the other Party to breach any Data Protection Legislation in connection with these Terms. The Parties acknowledge that for the purposes of the Data Protection Legislation, the Employment Agency is a Data Controller and the Client is a Data Controller (where Data Controller has the meanings as defined in the Data Protection Legislation).

14. Marketing

14.1. In order to attract Candidates and for the purposes of successfully representing the Client whilst providing the recruitment services, The Client permits the Employment Agency to use the Client’s trademarks, logos and/ or brand names for any marketing and/or promotional purposes, unless otherwise agreed in writing.

15. General

15.1. Any failure by the Employment Agency to enforce at any particular time any clauses as outlined in these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.

15.2. Headings contained in these Terms are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate.

15.3. No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.

15.4. If any provision, clause or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms shall remain in full force and effect to the extent permitted by law.

15.5. Any reference to legislation, statute, act or regulation shall include any revisions, re-enactments or amendments that may be made from time to time.

16. Notices

16.1. Any notice required to be given under these Terms (including the delivery of any information or invoice) shall be delivered by hand, sent by facsimile, e-mail or prepaid first-class post to the recipient at its fax number or address specified in these Terms (or as otherwise notified from time to time to the sender by the recipient for the purposes of these Terms).

16.2. Notices shall be deemed to have been given and served:
a) if delivered by hand, at the time of delivery if delivered before 5.00pm on a business day or in any other case at 10.00am on the next business day after the day of delivery; or
b) if sent by facsimile or e-mail, at the time of despatch if despatched on a business day before 5.00 p.m. or in any other case at 10.00 a.m. on the next business day after the day of despatch, unless the transmission report indicates a faulty or incomplete transmission or, within the relevant business day, the recipient informs the sender that the facsimile or e-mail message was received in an incomplete or illegible form; or
c) if sent by prepaid first-class post, 48 hours from the time of posting.

17. Variation

17.1. No variation or alteration of these Terms shall be valid unless approved in writing by the Client and the Employment Agency. These varied terms shall be included in Appendix B: Variation to Terms (‘Appendix B’). In the event of conflict between this Agreement and Appendix B, the terms and conditions as set out in Appendix B shall prevail.

18. Applicable Law

18.1. These Terms shall be construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

SALT HONG KONG TERMS OF BUSINESS

PARTIES
Rubicor Hong Kong Limited (“the Company” or “Salt”) AND “Client” collectively referred to as “the parties”.

BACKGROUND
A. The Company is a personnel consultancy, which provides personnel consultancy services to third parties.
B. The Client wishes to use the services of the Company.
C. In circumstances where the Company provides personnel consultancy services to the Client, it is intended by the parties that this Agreement will govern the respective rights and obligations of the Company and the Client.

1 APPLICATION OF THESE TERMS
1.1 The terms of business set out in this document are to apply between Salt and the Client (or an Associated Party) in relation to the Introduction of any prospective Salt Talent with the view that the Client (or an Associated Party) is hiring that Talent in a Permanent Assignment.

1.2 Any variation to the terms of this Agreement must be in writing and signed by both parties.

1.3 These terms of business shall supersede and replace any other terms of business previously agreed between the Client and Salt in relation to Permanent assignments on a non-retained basis. In the event that terms of business have previously been agreed in relation to Permanent assignments on a non-retained basis, then the terms of this Agreement shall be deemed to have been accepted by the Client in replacement of the previous terms of business upon the signature of these terms of business by the Client.

1.4 Whilst it is intended by the parties that this Agreement be formally signed, in circumstances where the Client does not sign the Agreement but after receipt of this Agreement proceeds to engage the services of Salt in any form whatsoever, then that shall be deemed to be acceptance by the Client of the terms of this Agreement.

1.5 This agreement shall be governed and construed in accordance with the laws of Hong Kong.

2 DEFINITIONS
2.1 A Salt Talent (or Talent) is a person or independent contractor introduced by Salt to the Client on the basis that that person or independent contractor is to be employed in a permanent assignment and paid directly by the Client within the terms and scope set out in this Agreement.

2.2 An Introduction includes the supply by Salt of details of prospective Talent for permanent assignments. This may include (but is not limited to) the provision to the Client of any Talent detail in any format including verbal description, résumé, portfolio or letter. This Introduction may be made verbally, in hard copy or in digital/HTML format.

2.3 A Permanent Assignment is where Salt introduces a Talent to the Client and the Client employs directly on a permanent basis.

2.4 An Associated Party includes a related body corporate of the Client and any party entering into a sub-contract or business arrangement with the Client or a related body corporate of the Client to provide services to the Client, such services having previously been supplied to the Client by the company.

2.5 A reference to the “Client” also includes a reference to an “Associated Party” as defined in 2.4.

2.6 An Independent Contractor is a partnership, trust or body corporate and includes any person contracted to or employed by the Independent Contractor.

3 CONFIDENTIALITY
3.1 Any Introduction must be treated by the Client with the strictest confidentiality.

4 PERMANENT ASSIGNMENTS
4.1 On hiring a Talent introduced by Salt on a permanent basis, the Client agrees to pay Salt a Placement Fee based on the Talent’s annual gross remuneration package, including annual basic salary, guaranteed bonus (including 13th month salary), education allowance or any other financially calculable benefits as stipulated in financial terms of the employment contract. The Placement Fee will be calculated as a percentage of remuneration as outlined in the table below (Clause 4.3).

4.2 Interview of Talent constitutes acceptance of the fee structure set out below (Clause 4.3.)

4.3 TOTAL REMUNERATION PACKAGE
25% of total remuneration package

5 OTHER PLACEMENTS OF SALT
5.1 If the Client hires a Salt Talent in a Permanent, Casual or Fixed Term Assignment within 12 months of an Introduction of that Talent to the Client, the full Placement Fee outlined in Clause 4 will apply.

5.2 The Client agrees to notify Salt of the date a Salt Talent commences with the Client, in either a casual, fixed term or permanent assignment. The Client agrees to pay the full Placement Fee should an Associated Party of the Client employ the Talent.

5.3 In the event that the Client has not disclosed the remuneration package to Salt, Salt will be entitled to calculate the Placement Fee based on a remuneration package determined by reference to comparable roles in the market.

6 PAYMENT TERMS
6.1 The Client agrees to pay Salt’s invoices within thirty (30) days from invoice date. Invoice date being placement date.

6.2 For all invoices not paid within this timeframe (unless prior arrangement has been made with Salt) the Client will be charged interest. Interest will be payable on any outstanding amount calculated at a rate of 10% per annum until such time as the amount is paid, or 2% of the amount owed under the invoice, whichever is the greater.

6.3 The Client is responsible for payment of Salt’s invoices regardless of any subcontracting or other business arrangements entered into by the Client.

7 GUARANTEE – WORKING TOGETHER
7.1 A 100% guarantee for a three-calendar month period is provided for all permanent placed candidates where the client has agreed and participated in the Salt “after placement process”. Please note this guarantee will be in the form of a credit note which will remain valid for 12 months. No refunds will be made. Where a replacement is made and the salary has either increased or decreased but the job description has not changed no credit or further charges will be made.

At Salt, we don’t believe our job is over when a suitable placement is made. In fact, this is just the beginning. Our ongoing relationship with both you as our client and the successful candidate is crucial.

You are investing in us to ensure you secure the “right person” for this role and we want to demonstrate our ongoing commitment to you by offering the Salt after placement process. This involves ongoing communication over a six (6)-month period.

Guarantees are not valid where the candidate is no longer employed for reasons beyond the control of Salt such as redundancy, restructuring, economic circumstances, company closure, change of management or substantial change from the original job description or where the client did not participate in the agreed “after placement process”.

7.2 Should the employment of a Talent placed in a Fixed Term Assignment with the Client cease within 25% of the period of the Fixed Term Assignment (but in no case shall such period be longer than 90 days from the commencement of the Fixed Term Assignment) and other than where the Talent has been retrenched or made redundant, and subject to Salt’s Fixed Term Assignment placement fee being paid within fourteen (14) days from invoice date, Salt will replace the Talent without charging a further Fixed Term Assignment placement fee. This 100% guarantee regarding the Fixed Term Assignment placement fee is only valid where Salt is given the full thirty (30) days exclusively to replace the Talent, and the original position description or order specification has not changed at all. The Salt guarantee excludes Temporary-to-Fixed Term Assignment placements and Fixed Term Assignment extensions.

7.3 If the 100% guarantee is not applicable, the invoice is payable in full irrespective of whether the Talent ceases employment with the Client for whatever reason.

7.4 The Salt guarantee excludes placements referred to in Clause 5.

8 DISPLAY ADVERTISING
8.1 Where appropriate, display-advertising costs will be discussed and agreed up front with the Client and billed at the applicable media rate.

9 EMPLOYMENT TERMS
9.1 Salt will take all reasonable care to provide appropriate Talent. However, the Client will satisfy itself that the Talent is sufficiently qualified and skilled for the position. Any hiring decision made must be based upon the enquiries and judgment of the Client.

9.2 The Client accepts Talent at its own risk and releases Salt from and indemnifies it against any claim or liability for loss or damage arising in any way out of or connected with the Introduction of Talent or the services provided by Salt.

9.3 In addition, the Client undertakes to supervise the Salt Talent, and the Client accepts responsibility for all acts or errors by the Salt Talent, be they wilful or otherwise. The Client agrees to provide adequate employers insurance (public liability and professional indemnity) cover for the Talent.

9.4 The Client indemnifies Salt against any claim, cost, liability, damage or loss suffered or incurred by the Talent as a result of:
a. a breach by the Client of this Agreement including without limitation a termination of Talent while on Assignment;
b. any act or omission of the Client;
c. unfair dismissal proceedings or unfair contract proceedings brought by the Talent against Salt in relation to circumstances arising from the termination of the Talent by the Client

ACCEPTANCE
Where a Client interviews a Candidate referred by Salt, the Client will be deemed to have accepted these Terms.

PARTIES
Agensi Pekerjaan Salt Search Sdn Bhd (“the Company” or “Salt”) AND (“Client”) collectively referred to as “the parties”.

BACKGROUND
A. The Company is a personnel consultancy, which provides personnel consultancy services to third parties.
B. The Client wishes to use the services of the Company.
C. In circumstances where the Company provides personnel consultancy services to the Client, it is intended by the parties that this Agreement will govern the respective rights and obligations of the Company and the Client.

1 APPLICATION OF THESE TERMS
1.1 The terms of business set out in this document are to apply between Salt and the Client (or an Associated Party) in relation to the Introduction of any prospective Salt Talent with the view that the Client (or an Associated Party) is hiring that Talent in a Permanent Assignment.

1.2 Any variation to the terms of this Agreement must be in writing and signed by both parties.

1.3 These terms of business shall supersede and replace any other terms of business previously agreed between the Client and Salt in relation to Permanent assignments on a non-retained basis. In the event that terms of business have previously been agreed in relation to Permanent assignments on a non-retained basis, then the terms of this Agreement shall be deemed to have been accepted by the Client in replacement of the previous terms of business upon the signature of these terms of business by the Client.

1.4 Whilst it is intended by the parties that this Agreement be formally signed, in circumstances where the Client does not sign the Agreement but after receipt of this Agreement proceeds to engage the services of Salt in any form whatsoever, then that shall be deemed to be acceptance by the Client of the terms of this Agreement.

1.5 This agreement shall be governed and construed in accordance with the laws of Malaysia.

2 DEFINITIONS
2.1 A Salt Talent (or Talent) is a person or independent contractor introduced by Salt to the Client on the basis that that person or independent contractor is to be employed in a permanent assignment and paid directly by the Client within the terms and scope set out in this Agreement.

2.2 An Introduction includes the supply by Salt of details of prospective Talent for permanent assignments. This may include (but is not limited to) the provision to the Client of any Talent detail in any format including verbal description, résumé, portfolio or letter. This Introduction may be made verbally, in hard copy or in digital/HTML format.

2.3 A Permanent Assignment is where Salt introduces a Talent to the Client and the Client employs directly on a permanent basis.

2.4 An Associated Party includes a related body corporate of the Client and any party entering into a sub-contract or business arrangement with the Client or a related body corporate of the Client to provide services to the Client, such services having previously been supplied to the Client by the company.

2.5 A reference to the “Client” also includes a reference to an “Associated Party” as defined in 2.4.

2.6 An Independent Contractor is a partnership, trust or body corporate and includes any person contracted to or employed by the Independent Contractor.

3 CONFIDENTIALITY
3.1 Any Introduction must be treated by the Client with the strictest confidentiality.

4 PERMANENT ASSIGNMENTS
4.1 On hiring a Talent introduced by Salt on a permanent basis, the Client agrees to pay Salt a Placement Fee based on the Talent’s annual gross remuneration package, including annual basic salary, guaranteed bonus (including 13th month salary), housing/mobile/transport allowance or any other financially calculable benefits as stipulated in financial terms of the employment contract. The Placement Fee will be calculated as a percentage of remuneration as outlined in the table below (Clause 4.3). The Client must pay sales and services tax (SST) on services provided at the prevailing rate.

4.2 Interview of Talent constitutes acceptance of the fee structure set out below (Clause 4.3).

4.3 TOTAL REMUNERATION PACKAGE 25% of total remuneration package (Fees are exclusive of SST.)

5 OWNERSHIP AND INTRODUCTION OF TALENT
5.1 If the Client hires a Salt Talent in a Permanent, Casual or Fixed Term Assignment within twelve months of an Introduction of that Talent to the Client, the full Placement Fee outlined in Clause 4 will apply.

5.2 The Client agrees to notify Salt of the date a Salt Talent commences with the Client, in either a casual, fixed term or permanent assignment. The Client agrees to pay the full Placement Fee should an Associated Party of the Client employ the Talent.

5.3 In the event that the Client has not disclosed the remuneration package to Salt, Salt will be entitled to calculate the Placement Fee based on a remuneration package determined by reference to comparable roles in the market.

6 PAYMENT TERMS
6.1 The Client agrees to pay Salt’s invoices within thirty (30) days from invoice date. The Client must pay all applicable sales and services tax (SST).

6.2 If an invoice is not paid within this timeframe, as stipulated in Clause 7, the Client waives the right to the 100% guarantee outlined in Clause 7. For all invoices not paid within this timeframe (unless prior arrangement has been made with Salt) the Client will be charged interest. Interest will be payable on any outstanding amount calculated at a rate of 10% per annum until such time as the amount is paid, or 2% of the amount owed under the invoice, whichever is the greater.

6.3 The Client is responsible for payment of Salt’s invoices regardless of any subcontracting or other business arrangements entered into by the Client.

7 GUARANTEE – WORKING TOGETHER
7.1 A 100% guarantee for a three-calendar month period is provided for all permanent placed candidates where the client has agreed and participated in the Salt “after placement process”. Please note this guarantee will be in the form of a credit note which will remain valid for 12 months. No refunds will be made. Where a replacement is made and the salary has either increased or decreased but the job description has not changed no credit or further charges will be made.

At Salt, we don’t believe our job is over when a suitable placement is made. In fact, this is just the beginning. Our ongoing relationship with both you as our client and the successful candidate is crucial.

You are investing in us to ensure you secure the “right person” for this role and we want to demonstrate our ongoing commitment to you by offering the Salt after placement process. This involves ongoing communication over a six (6)-month period.

Guarantees are not valid where the candidate is no longer employed for reasons beyond the control of Salt such as redundancy, restructuring, economic circumstances, company closure, change of management or substantial change from the original job description or where the client did not participate in the agreed “after placement process”.

7.2 Should the employment of a Talent placed in a Fixed Term Assignment with the Client cease within 25% of the period of the Fixed Term Assignment (but in no case shall such period be longer than 90 days from the commencement of the Fixed Term Assignment) and other than where the Talent has been retrenched or made redundant, and subject to Salt’s Fixed Term Assignment placement fee being paid within fourteen (14) days from invoice date, Salt will replace the Talent without charging a further Fixed Term Assignment placement fee. This 100% guarantee regarding the Fixed Term Assignment placement fee is only valid where Salt is given the full thirty (30) days exclusively to replace the Talent, and the original position description or order specification has not changed at all. The Salt guarantee excludes Temporary-to-Fixed Term Assignment placements and Fixed Term Assignment extensions.

7.3 If the 100% guarantee is not applicable, the invoice is payable in full irrespective of whether the Talent ceases employment with the Client for whatever reason.

7.4 The Salt guarantee excludes placements referred to in Clause 5.

8 DISPLAY ADVERTISING
8.1 Where appropriate, display-advertising costs will be discussed and agreed up front with the Client and billed at the applicable media rate.

9 EMPLOYMENT TERMS
9.1 Salt will take all reasonable care to provide appropriate Talent. However, the Client will satisfy itself that the Talent is sufficiently qualified and skilled for the position. Any hiring decision made must be based upon the enquiries and judgment of the Client.

9.2 The Client accepts Talent at its own risk and releases Salt from and indemnifies it against any claim or liability for loss or damage arising in any way out of or connected with the Introduction of Talent or the services provided by Salt.

9.3 In addition, the Client undertakes to supervise the Salt Talent, and the Client accepts responsibility for all acts or errors by the Salt Talent, be they wilful or otherwise. The Client agrees to provide adequate employers insurance (public liability and professional indemnity) cover for the Talent.

9.4 The Client indemnifies Salt against any claim, cost, liability, damage or loss suffered or incurred by the Talent as a result of:
a. a breach by the Client of this Agreement including without limitation a termination of Talent while on Assignment;
b. any act or omission of the Client;
c. unfair dismissal proceedings or unfair contract proceedings brought by the Talent against Salt in relation to circumstances arising from the termination of the Talent by the Client.

ACCEPTANCE
Where a Client interviews a Candidate referred by Salt, the Client will be deemed to have accepted these Terms.

Salt helps clients find exceptional talent to enable their digital transformation. If a client engages any candidate, standard Salt terms will apply.

GENERAL
These terms and conditions (Terms) constitute the entire agreement between Salt Search NZ Ltd (5853667) (Salt) and any client of Salt, its subsidiaries or associates (Client). In the event of a conflict between these Terms and any other terms, these Terms shall prevail.

“Client” refers to the person; organisation or firm to whom Salt is to provide professional services in the form of recruitment of permanent staff, provision of temporary or contract staff or other consulting services. These Terms and Conditions relate to the provision by Salt of professional services to the client whether at the premises of Salt, the client or client’s designated premises and apply to every such transaction between the client and Salt unless the client is advised in writing of any additions or alterations or until it is withdrawn by Salt.

Salt will provide professional services on these terms only, except where variations are agreed and confirmed in writing prior to the commencement of the assignment. Acceptance of professional services from Salt will be deemed to be acceptance by the client of these Terms and Conditions, notwithstanding anything contrary on the client order or in the enquiries.

Salt will take all caution in providing accurate information to the client. However Salt does not accept liability for the accuracy or completeness of the information provided by a candidate or third party.

Governing Law
Should there be a dispute between Salt and a client, the New Zealand courts will have exclusive jurisdiction.

Privacy Act Authorisation
The client hereby authorises any person or company to provide Salt with such information as Salt may require in response to the client inquiries for credit from Salt.

Goods & Services Tax
Goods and Services Tax and any other tax and levies (other than PAYE & ACC in respect of temporary services) will be added to all fees and charges for services provided hereunder.

TEMPORARY SERVICES

Rates and Allowances
The client agrees to pay Salt the hourly rates and allowances for each assignment as agreed or as documented in a separate schedule provided prior to the commencement of each assignment. Salt rates are inclusive of statutory requirements including annual holiday pay entitlements, special leave and ACC levies.

Guarantee – Working Together
If a Salt temporary does not meet the position expectations and Salt is informed within eight (8) hours of the start of the assignment no charge will be incurred. Should any Salt temporary not meet the position expectations at any time after the first eight (8) hours, Salt will look to provide a suitable replacement, subject to payment by the client in respect of the charges. The new Salt temporary will be treated as a new assignment.

Minimum Booking & Cancellations – A minimum booking time of four (4) hours applies.
Salt appreciate that for whatever reason the client may need to cancel a booking. Salt would like to be advised 24 hours prior to your Salt temporary commencing with you. If you are unable to advise Salt within the 24 hour period Salt will charge you for four (4) hours at the hourly charge rate of the temporary.

Professional Services Fee & Guarantee – Temporary to Permanent placement
The client agrees to pay Salt the relevant Professional Services Fee to Salt, where the candidate introduced to the client by Salt is; employed or engaged by the client or a third party where the client has made introductions on a temporary, contract or permanent basis within 12 months of introduction or termination with regards to a candidate on a temporary assignment. A guarantee may be applicable to these placements providing the client has participated in the Salt after placement process and the invoice is paid within seven (7) days.

Statutory Pay
Salt is obliged to pay its employees one (1) day’s pay where a statutory holiday falls on a day which they would otherwise be working. When a temporary works on a statutory holiday, the client will be charged for the time worked at the agreed hourly rate as well as allowances, if any, and for a lieu day if that temporary qualifies for such a day under the Holidays Act 1981 (the temporary will be paid at their agreed rate and will be given a day’s holiday on pay at a time to be agreed with the temporary).

Health & Safety in Employment
The client agrees it will take all practicable steps to ensure the health and safety of the temporary while at work at the premises of the client or the venue designated to be the workplace. The client further agrees they will comply with any codes of practice usually adopted in the client’s industry pursuant to the Health & Safety in Employment Act 1992 (the Act) and any subsequent amendments, relevant to the Temporary’s work. In the event a temporary sustains an injury whilst working for the client, the client agrees that it will comply with all requirements of the Act. The client agrees to indemnify and hold Salt harmless as a consequence of any claim made by a temporary whether or not pursuant to or in respect of any fine, court costs, legal costs and disbursements payable by Salt as a consequence of any prosecution brought against Salt pursuant to the Act relating to the employment of a temporary at the clients premises or designated work venue or for any damages claimed at common law.

Liability
The client agrees and acknowledges that: The client shall indemnify Salt against all liabilities, losses or damages suffered or incurred by any third party (direct, indirect or consequential) arising out of or in connection with any action or omission of the temporary whilst on assignment to the client. The client shall supervise, direct and control the manner and conditions under which the assignment is to be performed subject to obligations, duties and regulations (whether statutory or otherwise) such as those relating to the place, nature or system or work. Salt shall not be liable under any circumstances whatsoever for any loss, damage or expense however occasioned, suffered or incurred by the client arising from or in any way connected with the actions of the temporary on assignment to the client. The client will be responsible for all acts and omissions of any temporary whether wilful or negligent and whether occurring on or off the premises of the client or the designated work venue. The client shall indemnify Salt against any liability, loss damages or expenses arising out of any claim or complaint by the temporary relating to any assignment with the client.

Insurance
The temporary is not covered under any Insurance policy of Salt. In the event, the temporary handles cash, cars, valuables, documentation or equipment whether on or off the premises of the client, the client will immediately make arrangements for the temporary to be endorsed on the client’s insurance policy. The temporary shall not be required to use his/her own motor vehicle during an assignment. If the temporary uses his/her own motor vehicle during the assignment the client will be liable for all loss or damage which is caused or suffered to the extent that such loss or damage is not covered by the temporary’s insurance.

Payment
All fees and charges are payable within seven (7) days. Time of payment is paramount and is the essence of the service we provide. No purported claim or dispute raised by the client is grounds for the client withholding payment of any monies due to Salt from the provision of professional services, nor shall such purported claim or dispute confer on the client any right to offset payment due to Salt. If it is necessary for Salt to seek legal remedies to obtain payment of amounts owed to Salt by the client, the client agrees to reimburse Salt for all of its legal expenses when Salt is successful in obtaining judgment against the client for outstanding monies.

CONTRACT SERVICES 

Rates and Allowances
The client agrees to pay Salt the hourly rates and allowances for each assignment as agreed or as documented in a separate schedule provided prior to the commencement of each assignment.

Guarantee – Working Together
If a Salt contractor does not meet the position expectations and Salt is informed within eight (8) hours of the start of the assignment no charge will be incurred. Should any Salt contractor not meet the position expectations at any time after the first eight (8) hours Salt will look to provide a suitable replacement, subject to payment by the client in respect of the charges. The new Salt contractor will be treated as a new assignment.

Minimum Booking & Cancellations – A minimum booking time of 8 hours applies.
Salt appreciate that for whatever reason the client may need to cancel a booking. Salt would like to be advised 72 hours prior to your Salt contractor commencing with you. If you are unable to advise Salt within the 72 hour period Salt will charge you for eight (8) hours at the hourly charge rate of the contractor.

Professional Services Fee & Guarantee – Contractor to Permanent Placement
The client agrees to pay Salt the relevant Professional Services Fee to Salt, where the candidate introduced to the client by Salt is; employed or engaged by the client or a third party where the client has made introductions on a temporary, contract or permanent basis within 12 months of introduction or termination with regards to a candidate on a temporary or contract assignment. A guarantee may be applicable to these placements providing the client has participated in the Salt after placement process and the invoice is paid within seven (7) days.

Health & Safety in Employment
The client agrees it will take all practicable steps to ensure the health and safety of the contractor while at work at the premises of the client or the venue designated to be the workplace. The client further agrees they will comply with any codes of practice usually adopted in the client’s industry pursuant to the Health & Safety in Employment Act 1992 (the Act) and any subsequent amendments, relevant to the Contractor’s work. In the event a contractor sustains an injury whilst working for the client, the client agrees that it will comply with all requirements of the Act. The client agrees to indemnify and hold Salt harmless as a consequence of any claim made by a contractor whether or not pursuant to or in respect of any fine, court costs, legal costs and disbursements payable by Salt as a consequence of any prosecution brought against Salt pursuant to the Act relating to the employment of a contractor the client’s premises or designated work venue or for any damages claimed at common law.

Liability
The client agrees and acknowledges that: The client shall indemnify Salt against all liabilities, losses or damages suffered or incurred by any third party (direct, indirect or consequential) arising out of or in connection with any action or omission of the contractor whilst on assignment to the client. Salt shall not be liable under any circumstances whatsoever for any loss, damage or expense however occasioned, suffered or incurred by the client arising from or in any way connected with the actions of the contractor on assignment to the client. The client will be responsible for all acts and omissions of any contractor whether wilful or negligent and whether occurring on or off the premises of the client or the designated work venue. The client shall indemnify Salt against any liability, loss damages or expenses arising out of any claim or complaint by the contractor relating to any assignment with the client.

Insurance
The contractor is not covered under any insurance policy of Salt. In the event the contractor handles cash, cars, valuables, documentation or equipment whether on or off the premises of the client, the client will immediately make arrangements for the contractor to be endorsed on the client’s insurance policy. All Salt contractors will hold the relevant PI PL Insurance.

Payment
All fees and charges are payable within seven (7) days. Time of payment is paramount and is the essence of the service we provide. No purported claim or dispute raised by the client is grounds for the client withholding payment of any monies due to Salt from the provision of professional services, nor shall such purported claim or dispute confer on the client any right to offset payment due to Salt.

If it is necessary for Salt to seek legal remedies to obtain payment of amounts owed to Salt by the client, the client agrees to reimburse Salt for all of its legal expenses when Salt is successful in obtaining judgment against the client for outstanding monies.

PERMANENT SERVICES

Professional Services Fee
Our professional services fee for each permanent placement will be 18% of the successful candidate’s annual remuneration package. For part time positions our fee is based on a 40 hour week, not the actual hours worked. The client agrees to pay Salt the relevant Professional services fee where the candidate introduced to the client by Salt is; employed or engaged by the client or a third party where the client has made introductions on a temporary, contract or permanent basis within 12 months of introduction or termination with regards to a candidate on a temporary assignment. A guarantee may be applicable to these placements providing the client has participated in the Salt after placement process and the invoice is paid within seven (7) days. Should Salt commence work and for whatever reason you decide you no longer require the services of Salt a professional fee of $1500.00 will be charged.

Annual Remuneration Package
This includes base salary, 50% of anticipated commission earnings, allowances, inducement payments and $12,500 when a motor vehicle is provided.

Advertising and Other Expenses
All costs associated with advertising or client approved expenses as agreed by the client will be on charged at cost. Expenses will be invoiced as they are incurred.

Guarantee – Working Together
A 100% replacement guarantee for a three calendar month period is provided for all permanent placed candidates where the client has agreed and participated in the Salt “after placement process”. Please note this guarantee will be in the form of a replacement and if we are unable to find a suitable replacement a credit note will be provided which will remain valid for 12 months. No refunds will be made. Where a replacement is made and the salary has either increased or decreased but the job description has not changed no credit or further charges will be made.

At Salt, we don’t believe our job is over when a suitable placement is made. In fact this is just the beginning. Our ongoing relationship with both you as our client and the successful candidate is crucial. You are investing in us to ensure you secure the “right person” for this role and we want to demonstrate our ongoing commitment to you by offering the Salt after placement process. This involves ongoing communication over a six (6) month period even though our guarantee period is three (3) months.

In the FIRST WEEK of the candidate joining your organisation a phone call will be made to both parties independently to ensure initial expectations are being met.

Between WEEK 3 & 4 we want to meet with you and the newly placed candidate individually either at your premises or offsite.  This meeting is structured and involves your participation in completing a series of questions to confirm both parties are happy and expectations are still being satisfied.

In WEEK 9, WEEK 12 and WEEK 24 we ask you to participate in further face to face meetings again to ensure expectations are being met and if necessary to work with you in a consultative way if any issues are to be addressed.

Guarantees are not valid where the candidate is no longer employed for reasons beyond the control of Salt such as redundancy, restructuring, economic circumstances, company closure, change of management or substantial change from the original job description or where the client did not participate in the agreed “after placement process”.

Payment
All fees and charges are payable within seven (7) days. Time of payment is paramount and is the essence of the service we provide.

Thank you once again for the opportunity to work alongside you and enhance your recruitment experience.

ACCEPTANCE
Where a Client interviews a Candidate referred by Salt, the Client will be deemed to have accepted these Terms.

PARTIES
Salt Talent Search Pte Ltd (“the Company” or “Salt”) AND “Client” collectively referred to as “the parties”.

BACKGROUND
A. The Company is a personnel consultancy, which provides personnel consultancy services to third parties.
B. The Client wishes to use the services of the Company.
C. In circumstances where the Company provides personnel consultancy services to the Client, it is intended by the parties that this Agreement will govern the respective rights and obligations of the Company and the Client.

1 APPLICATION OF THESE TERMS
1.1 The terms of business set out in this document are to apply between Salt and the Client (or an Associated Party) in relation to the Introduction of any prospective Salt Talent with the view that the Client (or an Associated Party) is hiring that Talent in a Permanent Assignment.

1.2 Any variation to the terms of this Agreement must be in writing and signed by both parties.

1.3 These terms of business shall supersede and replace any other terms of business previously agreed between the Client and Salt in relation to Permanent assignments on a non-retained basis. In the event that terms of business have previously been agreed in relation to Permanent assignments on a non-retained basis, then the terms of this Agreement shall be deemed to have been accepted by the Client in replacement of the previous terms of business upon the signature of these terms of business by the Client.

1.4 Whilst it is intended by the parties that this Agreement be formally signed, in circumstances where the Client does not sign the Agreement but after receipt of this Agreement proceeds to engage the services of Salt in any form whatsoever, then that shall be deemed to be acceptance by the Client of the terms of this Agreement.

1.5 This agreement shall be governed and construed in accordance with the laws of Singapore.

2 DEFINITIONS
2.1 A Salt Talent (or Talent) is a person or independent contractor introduced by Salt to the Client on the basis that that person or independent contractor is to be employed in a permanent assignment and paid directly by the Client within the terms and scope set out in this Agreement.

2.2 An Introduction includes the supply by Salt of details of prospective Talent for permanent assignments. This may include (but is not limited to) the provision to the Client of any Talent detail in any format including verbal description, résumé, portfolio or letter. This Introduction may be made verbally, in hard copy or in digital/HTML format.

2.3 A Permanent Assignment is where Salt introduces a Talent to the Client and the Client employs directly on a permanent basis.

2.4 An Associated Party includes a related body corporate of the Client and any party entering into a sub-contract or business arrangement with the Client or a related body corporate of the Client to provide services to the Client, such services having previously been supplied to the Client by the company.

2.5 A reference to the “Client” also includes a reference to an “Associated Party” as defined in 2.4.

2.6 An Independent Contractor is a partnership, trust or body corporate and includes any person contracted to or employed by the Independent Contractor.

3 CONFIDENTIALITY
3.1 Any Introduction must be treated by the Client with the strictest confidentiality.

4 PERMANENT ASSIGNMENTS
4.1 On hiring a Talent introduced by Salt on a permanent basis, the Client agrees to pay Salt a Placement Fee based on the Talent’s annual gross remuneration package, including annual basic salary, guaranteed bonus (including 13th month salary), housing/mobile/transport allowance or any other financially calculable benefits as stipulated in financial terms of the employment contract. The Placement Fee will be calculated as a percentage of remuneration as outlined in the table below (Clause 4.3). The Client must pay goods and services tax (GST) on services provided at the prevailing rate.

4.2 Interview of Talent constitutes acceptance of the fee structure set out below (Clause 4.3).

4.3 TOTAL REMUNERATION PACKAGE
25% of total remuneration package. Fees are exclusive of GST.

5 OWNERSHIP AND INTRODUCTION OF TALENT
5.1 If the Client hires a Salt Talent in a Permanent, Casual or Fixed Term Assignment within twelve months of an Introduction of that Talent to the Client, the full Placement Fee outlined in Clause 4 will apply.

5.2 The Client agrees to notify Salt of the date a Salt Talent commences with the Client, in either a casual, fixed term or permanent assignment. The Client agrees to pay the full Placement Fee should an Associated Party of the Client employ the Talent.

5.3 In the event that the Client has not disclosed the remuneration package to Salt, Salt will be entitled to calculate the Placement Fee based on a remuneration package determined by reference to comparable roles in the market.

6 PAYMENT TERMS
6.1 The Client agrees to pay Salt’s invoices within thirty (30) days from the date the Letter of Offer is signed by Candidate. The Client must pay all applicable goods and services tax (GST).

6.2 If an invoice is not paid within this timeframe, as stipulated in Clause 7, the Client waives the right to the 100% guarantee outlined in Clause 7. For all invoices not paid within this timeframe (unless prior arrangement has been made with Salt) the Client will be charged interest. Interest will be payable on any outstanding amount calculated at a rate of 10% per annum until such time as the amount is paid, or 2% of the amount owed under the invoice, whichever is the greater.

6.3 The Client is responsible for payment of Salt’s invoices regardless of any subcontracting or other business arrangements entered into by the Client.

7 GUARANTEE – WORKING TOGETHER
7.1 A 100% guarantee for a three-calendar month period is provided for all permanent placed candidates where the client has agreed and participated in the Salt “after placement process”. Please note this guarantee will be in the form of a credit note which will remain valid for 12 months. No refunds will be made. Where a replacement is made and the salary has either increased or decreased but the job description has not changed no credit or further charges will be made.

At Salt, we don’t believe our job is over when a suitable placement is made. In fact, this is just the beginning. Our ongoing relationship with both you as our client and the successful candidate is crucial.

You are investing in us to ensure you secure the “right person” for this role and we want to demonstrate our ongoing commitment to you by offering the Salt after placement process. This involves ongoing communication over a six (6)-month period.

Guarantees are not valid where the candidate is no longer employed for reasons beyond the control of Salt such as redundancy, restructuring, economic circumstances, company closure, change of management or substantial change from the original job description or where the client did not participate in the agreed “after placement process”.

7.2 Should the employment of a Talent placed in a Fixed Term Assignment with the Client cease within 25% of the period of the Fixed Term Assignment (but in no case shall such period be longer than 90 days from the commencement of the Fixed Term Assignment) and other than where the Talent has been retrenched or made redundant, and subject to Salt’s Fixed Term Assignment placement fee being paid within fourteen (14) days from invoice date, Salt will replace the Talent without charging a further Fixed Term Assignment placement fee. This 100% guarantee regarding the Fixed Term Assignment placement fee is only valid where Salt is given the full thirty (30) days exclusively to replace the Talent, and the original position description or order specification has not changed at all. The Salt guarantee excludes Temporary-to-Fixed Term Assignment placements and Fixed Term Assignment extensions.

7.3 If the 100% guarantee is not applicable, the invoice is payable in full irrespective of whether the Talent ceases employment with the Client for whatever reason.

7.4 The Salt guarantee excludes placements referred to in Clause 5.

8 DISPLAY ADVERTISING
8.1 Where appropriate, display-advertising costs will be discussed and agreed up front with the Client and billed at the applicable media rate.

9 EMPLOYMENT TERMS
9.1 Salt will take all reasonable care to provide appropriate Talent. However, the Client will satisfy itself that the Talent is sufficiently qualified and skilled for the position. Any hiring decision made must be based upon the enquiries and judgment of the Client.

9.2 The Client accepts Talent at its own risk and releases Salt from and indemnifies it against any claim or liability for loss or damage arising in any way out of or connected with the Introduction of Talent or the services provided by Salt.

9.3 In addition, the Client undertakes to supervise the Salt Talent, and the Client accepts responsibility for all acts or errors by the Salt Talent, be they wilful or otherwise. The Client agrees to provide adequate employers insurance (public liability and professional indemnity) cover for the Talent.

9.4 The Client indemnifies Salt against any claim, cost, liability, damage or loss suffered or incurred by the Talent as a result of:
a. a breach by the Client of this Agreement including without limitation a termination of Talent while on Assignment;
b. any act or omission of the Client;
c. unfair dismissal proceedings or unfair contract proceedings brought by the Talent against Salt in relation to circumstances arising from the termination of the Talent by the Client.

ACCEPTANCE
Where a Client interviews a Candidate referred by Salt, the Client will be deemed to have accepted these Terms.

This is a Framework Agreement for the Supply of Recruitment Services between Salt HR Consultancy(Professional license number: 751332) whose registered address is at 2705 Marina Plaza, Dubai Marina PO Box: 112229 and the “Client”

IT IS AGREED as follows:

1. Definitions and Interpretations:

1.1 In this Agreement the following definitions apply:

“Agency Affiliate” means any parent, subsidiary, associate or affiliate company (or companies) of Salt HR Consultancy including but not limited to Salt Search Limited (UK company number 06912620) and Salt Contracts Limited (UK company number 06912623)

“Candidate” means the individual Introduced by Salt to the Client to be considered for an Engagement.

“Engagement” means the direct or indirect (including but not limited to via another employment business or employment agency) employment or engagement in any capacity whatsoever (including but not limited to partnership and consultancy) or other use of a Candidate or Consultant by the Client or by any Third Party.

“Exclusivity” means Salt will be the Client’s only employment agency engaged to Introduce or supply Candidates to fill a Permanent Placement;
“Fees” means the charges payable to Salt by the Client. For a Permanent Placement, the terms agreed with the Client are referred to in clauses 5 to 7 of these Terms.

“Client’s Group” means the Client and its subsidiaries, any holding company of the Client’s and any subsidiary of such holding company.

“Introduction” means Salt or an Agency Affiliate has directly or indirectly introduced a Candidate to a Client. Such Introduction has occurred when one of the following takes place:

a) the Client has interviewed or met with a Candidate or Consultant in person, by telephone, via Skype or any other method;

b) Salt has passed/sent to the Client or uploaded onto the Client’s system the Candidate or Consultant’s curriculum vitae (“CV”); or any information about the Candidate or Consultant to the Client (including but not limited to details relating to the Candidate’s or Consultant’s name, contact information, experience, qualifications, current employer, biography or summary of past experience)

The time of the Introduction shall be taken to be the earlier of (a) and (b) above and “Introduction Fee” means the fee payable in accordance with clause 5.1 of these Terms;

“Remuneration” includes, without limitation, all gross basic salary or fees, allowances (including but not limited to allowances relating to transportation, housing, relocation, pension, location weighting and call-outs) for services rendered by the Candidate or Consultant to or on behalf of the Client at any time during the (a) first year of the Engagement or (b) if the Engagement is shorter than a year, for the length of the Engagement;

“Terms” means this Framework Agreement for the supply by Salt of recruitment services to the Client;

“Third Party” means any company or person who is not the Client, whom the Client has directly or indirectly passed any information about a Consultant or Candidate to (including but not limited to any details relating to the Consultant or Candidate’s name, contact information, performance during the Temporary Placement or Permanent Placement, experience, qualifications or biography).

2. The Framework Agreement

2.1 Salt shall, upon receipt of an instruction from a Client regarding a vacancy, source and introduce Candidate(s) to the Client who, if suitable, the Client will engage as an employee directly.

2.2 Unless otherwise agreed in writing by a director of Salt and the Client, these Terms shall prevail over and supersede any previous terms of business or purchase conditions (or similar).

2.3 Provided these Terms have been sent to the Client, these Terms are deemed to be accepted by the Client and to apply by virtue of the earlier of:
a) their being signed by the Client; b) Salt having Introduced a Candidate or Consultant to the Client; c) a Temporary Placement or Permanent Placement arranged by Salt commencing, or (d) any other written expressed acceptance of these Terms.

2.4 The Client will have a period of 2 working days from the time that Salt submits a Candidates CV to the Client, to notify Salt in writing of any duplication of representation of such Candidate. In the absence of receipt of such notification, the Client is deemed to have agreed that the Candidate (as appropriate) has been Introduced by Salt and these Terms shall apply.

3. Salt’s Obligations re: Candidate Engagements

3.1 Salt shall use reasonable endeavours to Introduce one or more suitable Candidates to meet the requirements of the Client for any particular vacancy.

4. Client’s Obligations re: Candidate Engagements

4.1 It shall be the responsibility of the Client to take such steps as are necessary to satisfy itself of the suitability of the Candidate and to verify the accuracy of the information supplied by or any statement made by the Candidate. The Client is strongly advised to take up any references provided by the Candidate before Engagement.

4.2 The Client shall be wholly responsible for obtaining all right to work, visa and other permits, arranging examinations and/or investigations into the medical history of the Candidate and obtaining verification with respect to any other requirements or qualifications required by the Client or UAE law.

4.3 The Client shall provide Salt with the start date of the Permanent Placement, the duration or likely duration of the Permanent Placement; the minimum rate of remuneration, expenses and any other benefits or terms that would be offered.

5. Fees & Charges re: Permanent Placements

5.1 In consideration of the Engagement of a Candidate introduced by Salt, the Client shall pay Salt the Introduction Fee, which shall be calculated as a percentage of the Candidate’s Annual Remuneration as stated below.

Percentage	Remuneration band
20%	0-19,999AED per month
25%	20,000-29,999AED per month
30%	30,000AED per month and above

Salt will charge VAT and/or any other applicable taxes, including but not limited to Withholding Tax, Sales Tax or any other locally required taxes in addition to the Introduction Fee where applicable.

5.2 Within 1 working day of the following events, the Client agrees to notify Salt in writing:
5.2.1 that the Client or any Third Party has directly or indirectly offered any Candidate an Engagement orally or in writing (whichever is earlier).
5.2.2 that the Client’s or any Third Party’s offer of an Engagement to the Candidate has been accepted either orally or in writing (whichever is earlier); and
5.2.3 of details of the Remuneration offered to the Candidate.

5.3 Introductions of Candidates are confidential. Where the Client discloses to a Third Party any details regarding a Candidate and that Third Party subsequently Engages the Candidate, the Client shall pay Salt the Introduction Fee and there shall be no entitlement to any rebate or replacement to the Client or to the Third Party.

5.4 If the initial Engagement with a candidate is for less than 12 months, Salt shall calculate the Introduction Fee as follows: contract duration (Months) x Candidate Remuneration per month x percentage (as detailed in Clause 5.1).

5.5 If the initial Engagement is for less than 12 months and Salt have charged a pro-rata Introduction Fee (as per clause 5.4) should the Engagement be extended beyond the initial Engagement period or the Engagement made permanent or indefinite, Salt will charge a further Introduction Fee using the calculation in clause 5.4 subject to the sum of all Introduction Fees charged for a single Candidate Introduction not exceeding 12 months Remuneration x percentage (as detailed in clause 5.1)
5.6 All Engagements, whether temporary, consultative or permanent whether directly with the Client or via any other Third Party are subject to the Introduction Fee as detailed in Clause 5.1 and Clause 5.4.

6. Invoices re: Candidate Engagements

6.1 No fee is incurred by the Client until the Candidate commences the Engagement; whereupon Salt will render an invoice to the Client for its Introduction Fee.

6.2 The Client agrees to pay Salt’s invoices within 14 days of the date of the invoice.

6.3 All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated within clause 6.2 unless the Client notifies Salt in writing

6.4 Salt reserves the right to charge interest on invoiced amounts overdue at the rate of 4% per month calculated on a daily basis and compounded monthly;

7. Rebates re: Candidate Engagements

7.1 If the Engagement of the Candidate terminates within the Agreed Rebate Period (as per Clause 7.2), Salt will have Exclusivity for a period of 4 weeks to Introduce replacement Candidate(s) to the Client at no further cost to the Client. If the Client offers a replacement Candidate that subsequently enters into an Engagement with the Client then no Rebate payment will be due for the original Placement. The Client agrees to waive any right to a rebate payment or further replacement Candidate(s) should the replacement Candidate leave the Engagement for any reason.

7.2 Where the Client qualifies for a rebate in accordance with clauses 7.1 and 7.3, the Client shall be issued a credit note for a portion of the Introduction Fee as per the following schedule:

Week in which the Permanent Placement ended	Percentage of original Introduction Fee to be rebated to the Client
Week 1	100%
Week 2	87.5%
Week 3	75%
Week 4	62.5%
Week 5	50%
Week 6	37.5%
Week 7	25%
Week 8	12.5%
Week 9 or more	0%

7.3 The Client agrees to use credit notes issued as described in clause 7.2 to reduce the Introduction Fee of a future Engagement made by Salt within the same discipline (but not necessarily the same job title) as the Candidate the credit note was issued against (Salt disciplines are either Technology, Marketing, Creative, Sales or Operations).

7.4 The following conditions must be met in order for the Client to qualify for a rebate credit note:

a) the Client must notify Salt in writing that the Candidate’s Engagement has ended within 7 days of the Engagement ending;
b) Salt’s invoice for the Introduction Fee must have been paid in full within the payment terms in accordance with clause 6.2;
c) the Client has paid all sums owed to Salt in relation to any other Temporary or Permanent Placements
d) the Candidate’s Engagement is not terminated by reason of redundancy or re-organisation or change in strategy of the Client;
e) The Candidate was paid all sums due (salary, allowances and benefits as described in the employment contract or offer letter) on schedule as per the agreed payment schedule between the Client and Candidate;
f) the Candidate did not leave the Engagement because he/she reasonably believed that the nature of the actual work was substantially different from the information the Client provided prior to the Candidate’s acceptance of the Engagement; and
g) the Candidate’s reasons for leaving the Engagement as communicated to the Client or Salt did not relate to any allegations of less favourable treatment, harassment or victimisation or any other bullying by the Client or any of its staff.

7.5 Where the Client re-Engages the Candidate at any point following the end of the Permanent Placement, any rebate paid to the Client under clause
7.2 with respect to that Candidate, shall be immediately repaid to Salt by the Client.

8. Termination of Agreement 

8.1 This Agreement may be terminated by either party giving four (4) weeks written notice.

8.2 This Agreement may be terminated by either party by written notice with immediate effect:

8.2.1 If the other commits any material breach of this Agreement

9. Liability in all cases

9.1 Salt shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with Salt seeking a Candidate for the Client or from the Introduction or Engagement of any Candidate by the Client or from the failure of Salt to introduce any Candidate or from the Client’s disclosure to a Third Party of any details regarding a Candidate.

9.2 The Client shall indemnify and keep indemnified Salt against any costs (including legal costs), claims or liabilities incurred directly or indirectly by Salt arising out of or in connection with these Terms including (without limitation) as a result of:

a) any breach of these Terms by the Client, any company within the Client’s group or by its employees or agents;
b) any unauthorised disclosure of a Candidate or Consultant’s details by the Client or a Third-party, or any of its/their employees or agents.

9.3 Neither party will be liable for any loss or damage whatsoever or howsoever caused arising from any innocent misrepresentation.

9.4 Neither party shall be liable for any claims made against the other unless they are notified within 12 months of the action arising.

9.5 To the extent permitted by law, Salt shall not be liable to the Client for any indirect or consequential loss or damage of any kind, or for loss of profit (direct or indirect), loss of business, revenue, goodwill or anticipated savings.

9.6 Salt shall not be liable for failure to perform its obligations under these Terms if such failure results by reason of any cause beyond its reasonable control.

9.7 If any exclusion of liability in Salt’s case in these Terms will be held to be invalid for any reason or Salt becomes liable for loss or damage that is capable of being limited in law, such liability will be limited to 5,000,000aed for all claims, costs, damage and losses under or in connection with a Temporary Placement or Permanent Placement.

10. Confidentiality and Data Protection 

10.1 All information relating to a Candidate and Consultant is confidential and where that information relates to an individual is provided solely for the purpose of providing services to the Client. Such information must not be used for any other purpose nor divulged to any third party.

10.2 Both parties recognise that information disclosed to the other in the course of the provision of services will contain and incorporate confidential information in which the other has an interest.

11. Governing Law & Jurisdiction 

11.1 Any dispute, difference, controversy or claim arising out of or in connection with this contract, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre (“the DIFC Courts”).

11.2 Where these Terms are also provided in a language other than English the English language version will prevail.

Introduction of Candidates to Client for Direct Engagement  

​​SALT CREATING FUTURES LIMITED (company number 06912623), incorporated in England and Wales with a registered office at 9 Wootton Street, London, SE1 8TG (“Employment Agency”/”Us”) 

IT IS AGREED THAT: 

These Terms 

These Terms constitute the entire agreement between the Parties and shall govern all work between us. These Terms are deemed to be accepted by You and to apply by virtue of (a) an Introduction to You, or the Engagement by You, of a Candidate or (b) the passing of information about the Candidate by You to any Third Party or (c) Your interview or request to interview a Candidate or (d) Your signature at the end of these Terms or (e) any other written expressed acceptance of these Terms. For the avoidance of doubt, these Terms apply whether or not the Candidate is Engaged by You for the same type of work as that for which the Introduction was originally affected. 

These Terms supersede all previous agreements between the Parties in relation to the Introduction of Candidates for Direct Engagement. 

In the event of a conflict between these Terms and any other agreement, including any other terms of business or purchase conditions put forward by You, these Terms shall prevail. 

You authorise Us to act on Your behalf in seeking Candidates and, if You so request, shall advertise for such Candidates through such methods as are agreed with You. 

 

Our Obligations 

We shall use reasonable endeavours:  

to introduce one or more suitable Candidates to meet Your requirements for any particular vacancy but cannot guarantee to find a suitable Candidate for each vacancy.  

to ascertain that the information provided by Us to You in respect of the Candidate is accurate. All information given by Us about a Candidate is given in good faith and in reliance of information given to Us by the Candidate. We do not take up references nor seek independent verification of the information supplied by a Candidate. It shall be Your responsibility to take such steps necessary to verify the accuracy of the information supplied by or any statement made by the Candidate. You are strongly advised to take up any references provided by the Candidate before Engagement. 

to ensure the suitability of the Candidate. As we cannot accept responsibility in respect of matters outside Our knowledge, no warranty either expressed or implied is given by Us as to the suitability of the Candidate for Your purposes or as to the accuracy of any references supplied or qualifications of the Candidate. It shall be Your responsibility to take such steps necessary to satisfy Yourself of the suitability of the Candidate. 

You shall be responsible for obtaining all work, security, and other permits, verifying professional and academic qualifications, the arrangement of medical examinations and/or investigations into the medical history of the Candidate, satisfying any medical and other requirements or qualifications required by law for the position which the Candidate is sought. 

Your Obligations 

To enable Us to comply with our obligations under clause 2, You undertake to provide Us with details of: 

the position which You seek to fill, including the type of work that the Candidate would be required to do; the location and hours of work; the experience, training, qualifications and any authorisation which You considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position; and any risks to health or safety known to You and what steps You has taken to prevent or control such risks. 

the date You require the Candidate to commence work, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with You. 

You shall inform Us within 5 business days where You receive details of a Candidate from Us which You have already received from another agency in relation to the same vacancy. If no such notification is given by You then, in the event of an Engagement, You agree that We are entitled to charge a fee in accordance with clause

You agree to: 

notify Us within 2 business days that Your offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration to the Candidate and the date of Engagement; and 

pay Our fee within the payment period set out under clause 5.2. 

You shall not seek to cause Us to unlawfully discriminate in relation to the services provided by Us to You in connection with these Terms and shall disclose any and all information requested by Us in the event a Candidate makes a complaint to Us. 

You shall be liable to pay the Fee where an offer of Engagement has been made verbally or in writing by You, and which is subsequently withdrawn by You after acceptance by the Candidate either verbally or in writing. 

Fees 

The Fees shall be calculated in accordance with Appendix A: Key Terms (‘Appendix A’). 

You shall pay Us the Fees where You Engage, whether directly or indirectly, any Candidate Introduced by or through Us within 12 months from the date of Our Introduction. 

Where the amount of the actual Remuneration is not known or disclosed, We will charge the Fees calculated on the maximum level of remuneration applicable for the position or type of position the Candidate had been originally submitted to You for and/or comparable position in the general marketplace. 

Where prior to the commencement of the Engagement, the Parties agree that the Engagement will be on a fixed term basis of less than 12 months, the Fees will be calculated pro rata. If You (a) extend the Engagement beyond the initial fixed term or (b) re-Engage the Candidate within 12 calendar months from the date of termination of the agreed period of the fixed term Engagement, then You shall be liable to pay further Fees based on the additional Remuneration applicable for the extended period of Engagement. 

Introductions of Candidates are confidential. Where You disclose to a Third Party any details regarding a Candidate Introduced to You by Us and that Third Party subsequently Engages the Candidate within 12 months from the date of the Introduction, You shall pay Us the Fees and there shall be no entitlement to any rebate or refund to You or to the Third Party.  

When agreed with You, charges incurred by Us for advertising or any other matters will be charged to You in addition to the Fees, and such charges will be payable whether or not the Candidate is Engaged. 

Invoices 

Except in the circumstances set out in clauses 4.5 and/or 4.6, no Fees are incurred by You until the date the Candidate is Engaged; whereupon We will render an invoice to You for Our Fees. 

We will raise invoices in respect of the Fees payable and You agree to pay the amount due within the Payment Period set out in Appendix A. 

All invoices will be deemed to be accepted in full by You unless You notify Us in writing within 5 business days of the amount You dispute and the reason You dispute that amount. In the event You do notify Us that You wish to dispute part of an invoice, You shall pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with Us in order to resolve the dispute as quickly as possible. 

We reserve the right to charge interest on invoiced amounts overdue at the statutory rate as prescribed pursuant to Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 (as may be calculated using the calculator on the website: www.payontime.co.uk). 

Rebates 

In the event of the Candidate leaving Your service within the agreed rebate time period, We will have Exclusivity for a period of 4 weeks to introduce a replacement Candidate; and where You Engage a replacement Candidate, You shall pay Us the Fees calculated in accordance with clause 4.1 above (“Fees”). 

The following conditions must be met in order for You to qualify for a rebate: 

You must notify Us in writing that the Candidate’s Engagement has ended within 7 business days of the Engagement ending or within 7 business days of notice being given to end the Engagement – whichever is earlier; 

Our invoice for the fee must have been paid within the Payment Period; 

The Candidate’s engagement is not terminated by reason of redundancy or re-organisation or change in strategy of You; 

The Candidate did not leave the Engagement as a result of discrimination of any kind or other acts against the Candidate; 

The Candidate was not at any time in the 12 months prior to the start of the Engagement employed or hired (whether on a permanent or contract basis) by You. 

Where You qualify for a rebate, and the Engagement of the Candidate is terminated by You or by the Candidate within the agreed rebate period, You will be entitled to a rebate of the Fees in accordance with Appendix A. 

Where You re-engage the Candidate either on an employment or indirect basis, any rebate paid to You in respect of that Candidate, shall be immediately repaid to Us by You. 

Liability and Indemnity 

We shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by You, arising from or in any way connected with Us seeking a Candidate for You or from the Introduction, or Engagement of any Candidate by You or from the failure of Us to introduce any Candidate, or from Your disclosure to a Third Party of any details regarding a Candidate. 

Nothing in these Terms shall be deemed to exclude or restrict any of Our liability to You for personal injury or death. 

We shall not be liable for failure to perform Our obligations under these Terms if such failure results by reason of any cause beyond Our reasonable control. 

You shall indemnify and keep indemnified Us against any costs (including legal costs), claims or liabilities incurred directly or indirectly by Us arising in connection with these Terms including (without limitation) as a result of: 

any breach of these Terms by You or Your employees or agents; and/or 

any breach by You or Third Party, or any of Your employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity, immigration legislation and the Conduct Regulations); and/or 

any unauthorised disclosure of a Candidate details by You or Third Party, or any of Your employees or agents. 

 

Termination 

These Terms may be terminated by either Party without liability to the other if: 

7 calendar days’ written notice of termination is given; or 

either Party makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1976) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or 

either Party ceases, or threatens to cease, to carry on business. 

Equal Opportunities 

We are committed to equal opportunities and expect You to comply with all anti-discrimination legislation regarding the selection and treatment of Candidates. 

Non-solicitation 

You agree that You will not engage or employ any person employed by Us for the duration of this Agreement and six months thereafter. In the event of a breach of this clause You shall be liable to pay Us an immediately payable fee equivalent of £25.000. 

Confidentiality and Data Protection 

All information contained within these Terms shall remain confidential and neither Party shall divulge it to any Third Party without the other Party’s prior written consent, save for either Party’s own employees and professional advisers, and as may be required by law. 

You shall not without Our prior written consent provide any information in respect of the Candidate to any Third Party whether for employment purposes or otherwise. 

Both Parties agree to comply with all the applicable requirements as set out in the applicable Data Protection Legislation and shall not cause or seek to cause the other Party to breach any Data Protection Legislation in connection with these Terms. The Parties acknowledge that for the purposes of the Data Protection Legislation, We are a Data Controller and You are a Data Controller (where Data Controller has the meanings as defined in the Data Protection Legislation). 

Marketing 

In order to attract Candidates and for the purposes of successfully representing You whilst providing the recruitment services, You permit Us to use Your trademarks, logos and/ or brand names for any marketing and/or promotional purposes, unless otherwise agreed in writing. 

Notices 

Any notice (including the delivery of any information or invoice) under these Terms shall be made in writing. Notices may be sent by hand, post or email at the address specified in these Terms (or as otherwise notified from time to time to the sender by the recipient for the purposes of these Terms).  

Any notice delivered by hand shall be deemed to have been served if delivered before 5.00pm on a business day or in any other case at 10.00am on the next business day after the day of delivery.  

Any notice served by post shall be deemed to have been served 48 hours after it was posted and proof that the notice was properly addressed, pre-paid and posted shall be sufficient evidence of service.  

Correctly addressed emails shall be deemed to be received in despatch, as evidenced by hardcopy printouts or transmission reports. 

General 

Any failure by Us to enforce at any particular time any one or more of these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently. 

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

No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999. 

No variation or alteration of these Terms shall be valid unless approved in writing by both Parties. These varied terms shall be included in Appendix B: Variation to Terms (‘Appendix B’), if applicable. In the event of conflict between this Agreement and Appendix B, the terms and conditions as set out in Appendix B shall prevail. 

These Terms shall be construed in accordance with English Law and the Parties submit to the exclusive jurisdiction of the Courts of England and Wales. 

Defined Terms & Interpretation 

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

Any reference, express or implied, to legislation, statute, act, or regulation shall include any revisions, re-enactments or amendments that may be made from time to time. 

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

Client (You)	Person, firm, or corporate body to whom We Introduce a Candidate, also referred to as ‘You’, ‘Your’, ‘Yours’ in these Terms.
Candidate	Person Introduced by Us to You for an Engagement including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or employee of the Candidate if the Candidate is a limited liability partnership, and members of Our own staff.
Conduct Regulations	Conduct of Employment Agencies and Employment Businesses Regulations 2003.
Data Protection Legislation	applicable data protection and privacy legislation in force from time to time in the UK, including the UK GDPR and any national implementing laws, regulations, and secondary legislation, as amended or updated from time to time, in the UK  the Data Protection Act 2018   any successor legislation to the GDPR or the Data Protection Act 2018.
Employment Agency (Us)	Salt Creating Futures Limited, and for the purposes of these terms, We act as an employment agency as defined within the Conduct Regulations. Also referred to as ‘We’, ‘Us’, ‘Our’, ‘Ours’.
Engagement	Engagement, employment, or use of the Candidate by You or by any Third Party to whom or to which the Candidate was Introduced by You (with or without Our knowledge or consent) on a permanent or temporary basis, howsoever engaged (whether directly or indirectly); and “Engages” and “Engaged” shall be construed accordingly.
Exclusivity	We will be the sole supplier of Candidates to fulfil the Engagement.
Fees	Charges payable to Us by You.
Introduction	the interview of a Candidate in person, by telephone, via Skype or any other method; or  the passing of a curriculum vitae or information about the Candidate.  The time of the Introduction shall be taken to be the earlier of (i) or (ii); and “Introduced” and “Introduces” shall be construed accordingly.
Party/Parties	Client (You) and Salt Creating Futures Limited (Us), together or separately.
Remuneration	Includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, shift allowances, location weighting, call-out allowances, the benefit of a company car and all other payments or emoluments payable to or receivable by the Candidate, for services rendered to or on behalf of You. Where You provide a company car, a notional amount of £5000 will be added to the salary in order to calculate Our fee.
Terms	These Terms of Business as further defined in clause 1.
Third Party	Any company or person who is not You. For the avoidance of doubt, Your subsidiary and associated companies (as defined by s.1159 of the Companies Act 2006 and s.416 of the Income and Corporation Taxes Act 1988 respectively) are included in this definition.

 

SALT CREATING FUTURES LIMITED (company number 06912623) whose registered address is at 9 Wootton Street, London, SE1 8TG (“Salt”/”Us”) 

IT IS AGREED THAT: 

The Framework Agreement 

Provided these Terms have been sent to You, these Terms are deemed to be accepted by the You and to apply by the earlier of: a) the Terms being signed by You; b) Us having Introduced a Candidate or Consultant to You; c) a Temporary Placement arranged by Us commencing; or (d) any other written expressed acceptance of these Terms.  

These Terms apply to Temporary Placements only. Subject to clause 7, the Parties will agree separate terms if You instruct Us to recruit Candidates to be directly employed by You. 

We shall, upon receipt of an instruction from You regarding a Temporary Placement vacancy, source and supply You with Consultant(s) to provide services to You on a temporary basis in accordance with the relevant Assignment Schedule. We shall act as an employment business for the purposes of the Conduct Regulations in this regard. 

It is understood and agreed by the Parties that We shall be entitled to subcontract any of the Services set out in these Terms to an Agency Affiliate, provided that We shall always be responsible for procuring that the Agency Affiliate complies with these Terms.  

Unless otherwise agreed in writing, these Terms shall prevail over and supersede any terms of business or purchase conditions (or similar) put forward by You and any previous agreements between the Parties relating to Temporary Placements. 

These Terms will continue to apply and be enforceable during, between and after Temporary Placements and Introductions until either Party terminates the Terms in accordance with clause 121. However, save as expressly provided, termination of a Temporary Placement or these Terms will not release either Party from any obligation accrued on or before such termination. In addition, any obligation of a continuing nature in these Terms will remain in force after termination. 

Both Parties acknowledge that, by entering these Terms, neither do so based on any representation, warranty, or other provision except as expressly provided in writing.  

 

Services Agreement  

These Terms together with the relevant Assignment Schedule constitute the entire agreement between the Parties for the arrangement of Temporary Placements and the supply of the Services. In consideration for the supply of Consultants to You, You will pay Salt the Fees referred to in clause 6. 

Upon termination of a Temporary Placement there is no further obligation on either party to enter into further Temporary Placements. However, where further Temporary Placements are entered into, the relevant sections of these Terms will apply. Where the terms of an Assignment Schedule contradict or are inconsistent with the terms of these Terms, the Assignment Schedule will prevail.  

Our Obligations  

We shall attempt to source a suitable Consultant for a Temporary Placement vacancy but give no guarantees as to the suitability of the Consultant for the role. If You deem the Consultant to be suitable for the Temporary Placement, We shall enter into a contract for services with the Service Provider for the duration of the Assignment Term. For the avoidance of doubt, the Consultant is not Our employee. We shall supply the Consultant to You to perform the Services and will use Our reasonable endeavours to ensure the Consultant performs the Services in accordance with the Assignment Schedule. 

Our contract for services with the Service Provider shall require the Consultant to: 

Comply with Your reasonable requests to perform certain duties provided they are within the scope of the Services;  

Comply with the Your rules on health and safety, equality, expenses, (IT) security and confidentiality; 

Provide the Services to the best of the Consultant’s knowledge, skill power and ability.  

We shall use all commercially reasonable endeavours to ensure all Consultants assigned to perform the Services are sufficiently trained to competently and skilfully perform the Services. However, it will be Your responsibility to interview and assess the suitability of the Consultant to carry out the Services. 

Where You request a replacement in accordance with clause 4.3.10 below, We shall use all commercially reasonable endeavours to find a replacement Consultant with appropriate training, skill and experience to perform the Services, as soon as reasonably practicable.  

We shall not charge You any additional costs (over and above what You agreed to pay for the original Consultant) in supplying any replacement or substitute Consultant; however, You will continue to be obliged to pay for any undisputed time or expenses incurred in carrying out the Services by the original Consultant and the substitute/replacement Consultant. 

We are responsible for making payment to the Service Provider only (not the Consultant) and We shall procure an undertaking from the Service Provider that it will account for all taxation due to the authorities in respect of remuneration paid to the Consultant. 

We shall procure that the Service Provider and/or the Consultant signs any reasonable form of: 

non-disclosure, secrecy, or confidentiality agreement that may be required by You and where the You are subject to the Freedom of Information Act 2000 (‘FOIA’), We shall offer such reasonable assistance for any request for information by You in accordance with the FOIA; 

assurance of intellectual property rights that may be required by You. 

Your Obligations  

With any request for Us to fill a Temporary Placement vacancy and with sufficient notice in advance of the Assignment Term to enable Us to attempt to find a suitable Consultant, You will provide Us with written details of the Temporary Placement, including the type of work that the Consultant would be required to do; the Assignment Term, the details of any relevant End Client, the location and hours of work; the experience, training, qualifications and any authorisation clearances or approval which You consider necessary or which are required by law or any professional body for the Consultant to possess in order to work in the position; and any risks to health or safety known to You and what steps You have taken to prevent or control such risks.  

You will inform Us of any information You have that suggests it would be detrimental to either Your or the Candidate’s interests for the Candidate to work in the position which You seek to fill. 

You acknowledge that We have no right of supervision, direction or control over the Consultant during a Temporary Placement and are under no obligation to You to exercise such supervision, direction or control. You warrant and undertake that You will: 

Not supervise, direct, monitor or control the manner in which the Consultant performs the Services unless it is solely to ensure that he or she is complying with all health and safety procedures, is carrying out the Assignment safely and is not harming himself/herself or others; 

Be responsible for all acts of the Consultant during working hours of the Assignment Term;  

In all respects comply with all legislation and codes of practice in relation to the Consultant and the Services for the duration of the Assignment Term;  

Ensure the location at which the Consultant is due to perform the Services is safe, secure and suitable. You will advise Us and the Consultant of any specific health and safety risks applicable to the location where the Services are to be provided, together with details of any steps taken to prevent or control such risks; 

Assist Us in complying with any duties it owes (or the Service Provider owes) to the Consultant under the Working Time Regulations 1998 by supplying any relevant information about the Services requested by Us and providing the Consultant with sufficient rest breaks. You will not do anything which might cause Us to be in breach of any obligations We may owe the Consultant in this regard;  

Where appropriate, provide the Consultant with a suitable workspace and with all necessary administrative and technical support to enable the Consultant to efficiently perform the Services; 

Notify Us and the Consultant of all security and other office procedures implemented at the location where Services are to be provided; 

Notify Us within 2 working days of You becoming dissatisfied with the performance of the Services by the Consultant. For the avoidance of doubt, You have no authority to discipline the Consultant or to terminate the Temporary Placement via the Consultant. You must furthermore only discuss any matters relating to a Temporary Placement (in particular rates, duration, extensions, and notice of termination) with Us and not with the Consultant.  

Accept full responsibility for meeting the cost of any travel and accommodation expenses incurred by the Consultant in the performance of the Services;  

Where appropriate, request from Us the replacement of any Consultant who, in Your reasonable opinion, is not performing satisfactorily;  

Have the sole responsibility to satisfy Yourself that the Consultant has the necessary experience, qualification and skills to perform the Services prior to the Assignment Term. You undertake to liaise with the Consultant sufficiently to ensure Your satisfaction in this regard; 

Notify Us within 24 hours if the Consultant fails to attend or perform work for the purposes of the Temporary Placement or the Consultant notifies You that he or she is unable to provide the Services for any reason. 

Confirm whether Off-Payroll applies to the relevant Assignment and adhere to any requirements imposed by Off-Payroll. Where Off-Payroll applies, You undertake and agree to assess the working practices that relate to the Assignment and to provide Us and the Consultant with Your status determination (‘IR35 determination’) and the reasons for the decision in writing prior to the commencement of Assignment. You will furthermore exercise reasonable care when making an IR35 determination and provide any information reasonably requested at any time by Us promptly in order to assist Us to comply with Off-Payroll. 

Agency Workers Regulations  

It shall be both Parties’ responsibility to ensure that if the AWR applies to the Temporary Placement, and the Consultant has rights under the AWR, that the Consultant benefits from the same Basic Working and Employment Conditions as the Consultant would be entitled to, had such Consultant been engaged directly by You. 

Both Parties agree to cooperate with each other and comply with their respective obligations under the AWR and these Terms. 

You agree and acknowledge that You will: 

provide accurate and up-to-date information to Us on a continuous basis in relation to the Basic Working and Employment Conditions of Your comparable employees to ensure that the remuneration paid by Us to the Consultant for the Temporary Placement complies with AWR; 

provide Us with information on how You calculate holiday pay for Your comparable employees; 

complete Our questionnaire to Our satisfaction and any other information requests as soon as reasonably practicable in order to ensure compliance with AWR; and 

promptly notify Us upon any changes in the Basic Working and Employment Conditions (including and without limitation to any pay reviews, bonus payments or increased holidays); and 

be responsible for providing the Consultant with access to information regarding relevant employment vacancies and access to the collective facilities and amenities provided by You on an ongoing basis from the first day of the Temporary Placement. 

immediately notify Salt where a Consultant has worked for You or End Client in the same or similar role as the Assignment where, prior to the planned commencement of the Assignment, such role is within the statutory qualifying period. 

You warrant and undertake that You will not structure the Temporary Placement in a manner that prevents or attempts to prevent the Consultant from being entitled to, or from continuing to be entitled to equivalent Basic Working and Employment Conditions, or which is prohibited under the AWR. 

If We receive a written request from the Consultant in relation to Your compliance with the AWR, We shall promptly pass such request to You, whereupon You will compile a written statement setting out in sufficient detail the information necessary to comply with the AWR and present such statement to Us by the date determined by Us or in the absence of such date, within 10 days of receipt of such request. 

You will promptly perform a risk assessment on a pregnant Consultant and make any necessary and appropriate reasonable adjustments. Where the AWR applies to the Assignment and the Consultant is pregnant, You agree that, following the statutory qualifying period, You will, and where applicable will procure that End Client will, permit Consultant time off to attend ante-natal medical appointments and ante-natal classes. 

Timesheets  

You will ensure that an authorised representative signs the timesheet presented to You by the Consultant every Invoicing Period. We may require You to use the INTIME recording system or any other time registration system designated by Us. 

You warrant that such signature or approval by the authorised representative is evidence of Your satisfaction and confirmation of the Consultant’s performance, the hours worked and permitted expenses (if any) stated for the period indicated on the timesheet. 

Subject to clause 4.3.8 and in the event that You are dissatisfied with the performance of the Services or the hours worked, You will withhold signature (including electronic approval) of the timesheet and give written notice outlining the reasons of such dissatisfaction and the timesheet to which it relates should be issued to Us immediately. 

Upon receipt of written notice of Your dissatisfaction with the Services, both Parties will negotiate in good faith to settle the dispute in a timely manner. You will not withhold or offset any amounts in respect of any disputes with or claims against Us, until and unless this has been agreed. 

You will not refuse or delay signature of the timesheet without reasonable and proper cause. Any withholding of signature will only relate to the timesheet period for which You dispute and will not in any way prejudice Your obligation for payment of any undisputed timesheet periods. 

Fees 

You will pay Us Our Fees calculated in accordance with Appendix A: Key Terms (‘Appendix A’). 

As specified in the Assignment Schedule, You will pay Us:  

the Standard Rate for the time worked by the Consultant which falls within the standard time; 

the Non-Standard Rate for any non-standard time, if applicable; and  

a sum in lieu of the permitted expenses incurred by the Consultant.  

The Fees and any other sums due to Us are exclusive of Value Added Tax, which will be shown separately on any invoice submitted by Us to You. 

We shall have the right to increase the rates specified in the Assignment Schedule during a Temporary Placement and You will be obliged to pay an increased Fee or additional sums in the following circumstances: 

if during the Assignment Term (or any extended Assignment Term) any statutory legislation comes into force or any changes to interpretation or implementation of the law, which affects the rates set out in the Assignment Schedule, the Fees, deductions, tax, payments or any statutory liability of Salt or the Service Provider; 

if in Our reasonable opinion any Consultant is eligible for and/or has not received equivalent Basic Working and Employment Conditions (including but without limitation to any bonus, commission, holiday pay or other payment); or 

if the Consultant is entitled to holiday over and above the statutory minimum due to the AWR. 

In the above circumstances We shall notify You in writing of any increase in the Fees or additional payments due from You in order to meet its statutory obligations. 

We shall issue You with an invoice containing the Fees for each Temporary Placement every invoicing period (weekly or monthly invoicing to be agreed in the Assignment Schedule) in arrears and You will pay such invoices in GBP sterling unless it has been agreed that an alternative currency will be used as set out in the Assignment Schedule.  

You will pay Our invoices within the Payment Period specified in Appendix A. All sums due by You to Us will be paid in full without any set off, deduction or withholding whatsoever including for or on account of any taxes or other duties (including but without limitation to any withholding taxes). 

All of Our invoices will be deemed to be accepted in full by You unless You notify Us in writing within 5 working days of the date of the invoice, the amount You dispute and the reason You dispute that amount. In the event You do so notify Us that You wish to dispute part of an invoice, You will pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with Us in order to resolve the dispute as quickly as possible. 

If the You do not pay any due and undisputed invoice within the Payment Period, without prejudice to any other remedy: 

We may withhold or suspend the provision of Services with respect to any Temporary Placement;  

All sums owing by You to Us with respect to any other Temporary Placement will become due and payable immediately;   

You will pay interest on all sums due from the date that payment of Our invoice should have been made to the date of actual payment at the rate of 2% above the Bank of England’s base rate, calculated daily and compounded monthly;  

You will indemnify Us from and against all losses, damages, costs or expenses (including legal expenses on an indemnity basis) incurred as a result of Your failure to pay Your invoices on time or in taking steps to recover monies owed by You; and 

We may terminate any existing and future Temporary Placements that We have arranged for You with immediate notice and effect and without liability. The Parties’ respective rights and liabilities with respect to such Temporary Placement(s) will be as if such Temporary Placement had been lawfully terminated by Us for breach thereof by You. 

Transfer Fees 

If the Consultant has opted out of the Conduct Regulations (which You should assume is the case in the absence of having been notified otherwise by Us), You will not, nor will any Third Party, during the Assignment Term or for 6 consecutive months immediately following the end of the Temporary Placement or an Introduction (whichever is later), Engage (other than through Us) any Consultant.  

In the event of a breach of clause 8.1:  

You will be required to pay Us the Transfer Fee plus VAT. 

Where the Engagement is initially for less than a year and We charge a Transfer Fee on that basis, but that Engagement (the “First Engagement”) is extended beyond the intended term (the “Extended Period”) or where You re-Engage the Consultant within the 12 month period following the end of the First Engagement (the “Second Engagement”), You will pay Us a further Transfer Fee plus VAT based on the Consultant’s Remuneration for the Extended Period or the Second Engagement (as applicable), provided in each case that the Transfer Fee payable by You to Us is no more than it would have been had the Transfer Fee with respect to the First Engagement been based on the Consultant’s Remuneration for the first year of the Engagement. 

Notwithstanding clauses 8.2.1 and 8.2.2, if the Engagement of a Consultant is temporary and You make payment to an employment business (other than Us or any of the Agency Affiliates) for the Consultant’s services rather than directly to the Consultant, the Transfer Fee will not apply but instead the Temp to Temp Fee will apply plus VAT. 

Where the Consultant has not opted out of the Conduct Regulations, if the Consultant has been offered an Engagement directly or indirectly by You or Third Party during the Relevant Period, You will be required to pay Us the Transfer Fee or the Temp to Temp Fee (the latter will apply if the Engagement is of a temporary nature and You make payment for the Consultant’s services to an employment business other than Us or one of the Agency Affiliates) unless You have notified Salt within 5 working days of such offer of Engagement being made that You wish to hire the Consultant for an extended hire period of 6 months on the same rates as those specified in the Assignment Schedule (or if no rates were stipulated, the rate that We consider to be the maximum rate achievable for such role). At the end of such 6 month period, no Transfer Fee is payable.  

If You elect for the extended hire period referred to in clause 8.3, but before the end of such period You or Third Party Engages the Consultant either directly or indirectly (e.g. pursuant to being supplied by another employment business) or the Consultant chooses not to be supplied for the extended hire period, You agree to pay Us the Transfer Fee plus VAT, reduced to reflect any part of the extended hire period already undertaken by the Temporary Worker and paid for by You. 

No refund of the Transfer Fee will be paid if Your or Third Party’s direct or indirect Engagement of the Consultant subsequently terminates.  

With respect to clauses 8.1 and 8.3, an offer of Engagement by any of the following will be deemed to be by You: 

Any company within the Client’s Group;  

any associated person, firm or corporate body (as the case may be); and  

Any partnership or joint venture in which You are a partner or joint venture; 

You acknowledge in good faith that: 

Our primary business is the introduction and provision of services of qualified and experienced consultants to clients; 

In effecting such Introductions, We are disclosing confidential information in which We have an interest and are entitled to protect; 

In the absence of the restrictions contained in this clause, You might be able to take unfair advantage of Introductions effected by Us and such confidential information, and thereby cause harm to Our business; 

In all the circumstances the duration and the extent of the restrictions in this clause are no more than is reasonably necessary for the protection of Our legitimate business interests; and 

For the avoidance of doubt, this clause 7 applies irrespective of whether or not the Consultant is Engaged by You for the same type of work as that for which the Temporary Placement or Introduction was originally effected. 

Termination of Temporary Placement 

A Temporary Placement may be terminated by:  

You giving Us written notice in accordance with the Client Notice Period as specified in the Assignment Schedule; and 

Us giving You written notice in accordance with the Salt Notice Period as specified in the Assignment Schedule. 

Notwithstanding clause 9.1, a Temporary Placement may be terminated at any time by You by written notice with immediate effect on any of the following grounds, provided You give Us full written details, and such further cooperation as may reasonably be required, namely: 

If the Consultant fails to provide the Services to Your satisfaction and You do not want Us to find a suitable replacement; 

If the Consultant fails to provide the Services without prior arrangement for more than 5 working days in any consecutive period of 20 working days; 

If You are on reasonable grounds dissatisfied with the level of technical skill and/or job performance used in the provision of the Services; or 

If there is a material or persistent inability of the Consultant to provide the Services to the standard reasonably required by You. 

A Temporary Placement may be terminated by Us on the same date as these Terms terminate. 

Subject to the foregoing, a Temporary Placement will terminate at the end of the Assignment Term unless extended by express mutual agreement in writing. 

Intellectual Property Rights  

Any copyright, patents and other intellectual property rights arising in the course of the Services will become and remain Your sole property, and We shall, at Your expense, cooperate with any formal steps required by You to vest such rights in You. 

Indemnity 

Whilst We shall confirm that a Consultant has the right to work in the UK and shall endeavour to obtain appropriate proof of qualifications, We cannot warrant and shall not be liable for any loss or expense by You (including direct loss, indirect or consequential loss, loss of profit, loss of anticipated revenue, loss of reputation or regulatory fines) arising from any incorrect, misleading or misrepresented information provided by the Consultant or the Service Provider. 

Whilst reasonable efforts will be made by Use to ensure that the Consultant has the required standard of qualification and experience, We shall not be liable for any loss, expense, damage or delay arising from and in connection with any failure to provide a Consultant for all or part of the period of the Assignment Term or from any failure by the Consultant to perform the Services, nor for any negligence (whether wilful or otherwise), dishonesty, misconduct or lack of skill of the Consultant howsoever arising or if the Consultant terminates the Temporary Placement for any reason.  

The Services are provided on a time and materials basis. We therefore expressly excludes any liability for project time frames or any liquidated damages relating to the Services. 

From the moment that the Consultant commences a Temporary Placement, You agree to be responsible for all acts, errors or omissions of the Consultant, whether wilful, negligent or otherwise. You will also comply in all respects with all statutes including, for the avoidance of doubt, the Working Time Regulations, Health and Safety at Work Act, the Equality Act, by-laws, codes of practice and legal requirements to which You are ordinarily subject. 

We shall keep You indemnified in respect of any claim or demand made by the proper authorities for all taxes, national insurance or social security contributions, and other liabilities, charges, and dues in respect of the Services performed by the Consultant under an Assignment Schedule. Such indemnification will not apply in the event that the claim, demand or any such liability arises as a result of Your or any Third Party’s supervision, direction or control of the Consultant or as a result of any other of Your or any third party’s acts or omissions. We shall not indemnify You where You violate Off-Payroll, specifically where You are in breach of clause 4.3.13 of these Terms. 

You will indemnify and keep indemnified Us against any costs, claims or liabilities incurred directly or indirectly by Us arising out of any Temporary Placement or arising out of any breach of the Terms by You or arising out of Your failure to comply with the AWR or Off-Payroll. 

Termination  

Either Party may terminate these Terms by giving 4 weeks written notice. 

These Terms may be terminated by either Party by written notice with immediate effect: 

If the other Party commits any material breach of these Terms or the Assignment Schedule and fails to remedy the breach within 7 days of being required in writing to do so; or 

If an order is made or an effective resolution is passed for the winding up of that other Party (other than for the purposes of restructuring) or a receiver, administration or administrative receiver is appointed over the undertaking or any of the property or assets of that other Party. 

Liability  

You will indemnify and keep indemnified Us against any costs (including legal costs), claims or liabilities incurred directly or indirectly by Us arising out of or in connection with these Terms including (without limitation) as a result of: 

any breach of these Terms by You, any company within the Client’s group or by Your employees or agents;  

any breach by You, any company within the Client’s group or a Third party, or any of Your employees or agents, of any applicable statutory provisions (including but not limited to those relating to right to work in the UK checks, and the Equality Act 2010); and/or  

any unauthorised disclosure of a Candidate or Consultant’s details by You or a Third party, or any of Your/their employees or agents. 

Neither Party will be liable for any loss or damage whatsoever or howsoever caused arising from any innocent misrepresentation, except to the extent that such liability may not be lawfully excluded. 

Neither Party shall be liable for any claims made against the other unless they are notified within 12 months of the action arising. 

Neither Party excludes or limits liability for death or personal injury caused by its negligence, for breach of confidentiality or damages caused by intentional misconduct or gross negligence, any other indemnities included within these Terms or any other type of liability which cannot by law be excluded or limited. 

To the extent permitted by law, We shall not be liable to You for any indirect or consequential loss or damage of any kind, or for loss of profit (direct or indirect), loss of business, revenue, goodwill or anticipated savings. We shall not be liable for failure to perform Our obligations under these Terms if such failure results due to any cause beyond Our reasonable control. If any exclusion of liability in Our case in these Terms will be held to be invalid for any reason or We becomes liable for loss or damage that is capable of being limited by law, such liability will be limited to £ 250,000 for all claims, costs, damage and losses under or in connection with these Terms. 

We shall not be liable for any delay or non-performance of its obligations under these Terms to the extent that such delay or non-performance is caused by Force Majeure Event. For the purposes of these Terms, “Force Majeure Event” shall mean any event beyond Our reasonable control including without limitation, fire, floods, storms, earthquakes, natural physical disasters, epidemics, acts of war, acts of terrorism or threats of, or industrial action or acts of government. 

Confidentiality and Data Protection 

All information relating to a Candidate and Consultant is confidential and where that information relates to an individual is also subject to the applicable Data Protection Legislation and is provided solely for the purposes of providing services to You. Either Party shall comply with all the applicable requirements as set out in the applicable Data Protection Legislation and shall not cause or seek to cause the other Party to breach any Data Protection Legislation in connection with these Terms. The Parties acknowledge that for the purposes of the Data Protection Legislation, the Employment Agency is a Data Controller and You are a Data Controller (where Data Controller has the meanings as defined in the Data Protection Legislation). 

Both parties recognise that information disclosed to the other in the course of the negotiation of and the performance of a Temporary Placement will contain and incorporate confidential information in which the other has an interest. Both parties agree that they will keep such information confidential, and will neither use nor disclose to a third party any part or the whole of such information (or information gained from such disclosure), until or unless such information becomes public knowledge through no fault of the party using such information. 

All information contained within these Terms shall remain confidential and You will not divulge it to any Third Party save for its own employees and professional advisers and as may be required by law. 

You will not without the prior written consent of Salt provide any information in respect of any Candidate or Consultant to any Third Party whether for employment or engagement purposes or otherwise. 

Marketing 

In order to attract Candidates and for the purposes of successfully representing You whilst providing the recruitment services, You permit Us to use the Your trademarks, logos and/ or brand names for any marketing and/or promotional purposes, unless otherwise agreed in writing. 

Notices 

Any notice (including the delivery of any information or invoice) under these Terms must be made in writing. Notices may be sent by hand, post or email at the address specified in these Terms (or as otherwise notified from time to time to the sender by the recipient for the purposes of these Terms).  

Any notice delivered by hand shall be deemed to have been served if delivered before 5.00pm on a business day or in any other case at 10.00am on the next business day after the day of delivery.  

Any notice served by post shall be deemed to have been served 48 hours after it was posted and proof that the notice was properly addressed, pre-paid and posted shall be sufficient evidence of service.  

Correctly addressed emails shall be deemed to be received in despatch, as evidenced by hardcopy printouts or transmission reports 

General 

Any failure by Us to enforce at any particular time any one or more of these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently. 

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

No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999 but this does not affect any right of any Agency Affiliate to enforce any provision of these Terms against You. 

No variation or alteration of these Terms shall be valid unless approved in writing by both Parties. These varied terms shall be included in Appendix B: Variation to Terms (‘Appendix B’), if applicable. In the event of conflict between this Agreement and Appendix B, the terms and conditions as set out in Appendix B shall prevail. 

These Terms shall be construed in accordance with the law of England & Wales and the Parties submit to the exclusive jurisdiction of the Courts of England and Wales. 

Defined Terms & Interpretation 

 

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

Any reference, express or implied, to legislation, statute, act, or regulation shall include any revisions, re-enactments or amendments that may be made from time to time. 

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

 

Agency Affiliate	Any parent, subsidiary, associate or affiliate company (or companies) of Ours.
Assignment Schedule	Written confirmation of the details of the Temporary Placement as agreed with You prior to the commencement of the Temporary Placement. For the purposes of these Terms, unless the context otherwise requires, a Statement of Work shall be regarded the equivalent of an Assignment Schedule and both definitions shall be used interchangeably throughout these Terms. An example of an Assignment Schedule is included in Appendix C.
Assignment Term	Period set out in the Assignment Schedule during which the Consultant is supplied by Us to render the Services to You.
AWR	Agency Worker Regulations 2010.
Basic Working and Employment Conditions	Those terms and conditions that are ordinarily included in the contracts of comparable employees or workers of Yours, as further defined by the AWR.
Candidate	Individual Introduced by Us to You to be considered for a Temporary Placement. For the avoidance of doubt, if the individual is Introduced to You via a Service Provider, the Candidate is the individual working through that Service Provider.
Client (You)	Person, firm or corporate body to whom We Introduce a Candidate, also referred to as ‘You’, ‘Your’, ‘Yours’ in these Terms.
Client’s Group	You and Your subsidiaries, any holding company of Yours and any subsidiary of such holding company (all as defined in s.1159 of the Companies Act 2006).
Conduct Regulations	Conduct of Employment Agencies and Employment Businesses Regulations 2003.
Consultant	Individual (operating through the Service Provider) supplied by Us to provide the Services for the Assignment Term to You, including any substitute supplied by the Service Provider.
Data Protection Legislation	applicable data protection and privacy legislation in force from time to time in the UK, including the UK GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK  the Data Protection Act 2018   any successor legislation to the GDPR or the Data Protection Act 2018.
End Client	Company with whom You have an agreement and who is the ultimate recipient of the Services.
Engagement	Direct or indirect (including but not limited to via another employment business or employment agency) employment or engagement in any capacity whatsoever (including but not limited to partnership and consultancy) or other use of a Candidate or Consultant by You or by any Third Party and “Engage”, “Engages”, and “Engaged” shall be construed accordingly.
Fees	Charges payable to Us by You. For a Temporary Placement, they are referred to in clause 7 and 8 of these Terms and set out in the Assignment Schedule.
Introduction	We or an Agency Affiliate have directly or indirectly introduced a Candidate or Consultant to You and such introduction has occurred when the earlier of any of the following take place:  You have interviewed or met with a Candidate or Consultant in person, by telephone, via Skype or any other method; or  We have passed/sent to You or uploaded onto the Your system the Candidate or Consultant’s curriculum vitae (“CV”); or   We have passed any information about the Candidate or Consultant to You (including but not limited to details relating to the Candidate’s or Consultant’s name, contact information, experience, qualifications, current employer or client, biography, or summary of past experience)  The time of the Introduction shall be taken to be the earlier of (i), (ii) and (iii) and “Introduced” and “Introduces” shall be construed accordingly.
Party/Parties	Client (You) and Us or an Agency Affiliate, together or separately.
Off-Payroll	Amendments to Chapter 8; and Chapter 10, Part 2 of Income Tax (Earnings and Pensions) Act 2003.
Relevant Period	Within the 8 weeks immediately following the Temporary Placement or within 14 weeks from the commencement of the Assignment Term (whichever is longer) or if the Temporary Placement did not take place, from the date of the initial Introduction.
Remuneration	Includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, shift allowances, location weighting, call-out allowances, the benefit of a company car and all other payments or emoluments payable to or receivable by the Candidate, for services rendered to or on behalf of You.  Where You provide a company car, a notional amount of £5000 will be added to the salary to calculate Our fee.
Service Provider	Limited company or umbrella company that represents the Consultant. The Service Provider enters into a contract for services with Us for the provision of the Services as outlined in the Assignment Schedule.
Services	Technical services to be performed by the Service Provider/its Consultants to You and described in the Assignment Schedule.
Statement of Work	Written confirmation of the details of the Temporary placement as agreed with You prior to the commencement of the Temporary Placement under which We agree to provide Services (through a Service Provider) to You for which defined milestones and deliverables are agreed.
Temp to Temp Fee	13 times the average weekly fees paid by You to Us during the Candidate’s most recent Temporary Placement, or if there has been no such Temporary Placement, 13 times the weekly rate at which that Consultant was offered by Us  to You.
Temporary Placement	A placement with You during which a Consultant, who is/was engaged by Us (via the Service Provider) to provide the Services for the Assignment Term as outlined in the Assignment Schedule.
Terms	This Framework Agreement for the Supply of Recruitment Services as further defined in clause 1.
Third Party	Any company or person who is not You, whom You have directly or indirectly passed any information about a Consultant or Candidate to (including but not limited to any details relating to the Consultant or Candidate’s name, contact information, performance during the Temporary Placement, experience, qualifications or biography). For the avoidance of doubt, Third Party includes any company in the Client’s Group or the End Client.
Transfer Fee	A sum equivalent to 25% of the Remuneration offered to the Consultant plus VAT. If the Remuneration is unknown, You will have 14 days to respond to Our request for details of the Remuneration. If You do not provide Us with details of the Remuneration within such time period, the Transfer Fee shall be a sum equivalent to 25% of what We consider to be the maximum remuneration package applicable for the position or type of position in the general marketplace, plus VAT.

TERMS AND CONDITIONS OF BUSINESS FOR THE INTRODUCTION OF PERMANENT AND CONTRACT STAFF

1. The Placement of Permanent and Contract Employees

These terms and conditions are applicable in any case where an applicant is introduced to a Client (hereafter called “the Client”) by Recruit Digital (hereafter called “the Agency”) within 12 months of the date of introduction.

2. The Acceptance of these Terms and Conditions

The Client accepts these terms and conditions by interviewing a candidate introduced to the Client by the Agency. These terms and conditions may only be varied if confirmed by Alex Martin.

3. Payment of the Service Fee and Validating the Guarantee

Payment is due within 14 days upon receipt of invoice. If payment is not received in full by the Agency within the above specified time, no rebate will be applicable. The Agency reserves the right to charge interest at a maximum applicable rate in accordance to the Usury Act on overdue accounts at the Agency’s discretion.

The full fee remains payable if the guarantee is not validated, or the candidate / Client lawfully terminates the engagement due to job misrepresentation, redundancy, reorganization or owing to any conduct on behalf of the Client amounting to a breach of the employment agreement.

4. The Selection and Suitability of Candidates

The Agency agrees to make every reasonable effort to ensure the suitability of candidates to match and satisfy the Clients corporate staffing needs. The final decision to select and employ candidates remains the Clients responsibility. The Agency will not accept liability for the accuracy of any information supplied in relation to or by its candidates, whether such information concerns employment history, skills or qualifications, references, personal circumstances or any other matter relative to their employment.

5. Replacing a Candidate or Payment of a Rebate

Should either the Client or the candidate lawfully terminate the engagement within 2 weeks of its commencement, provided the Agency has been informed by the Client in writing within 7 working days, then the Client is entitled to a replacement candidate. Should a replacement not be found, the Client will be entitled to a credit in accordance with the rebate at the Agency’s discretion.

Within 2 weeks – the Agency will replace the candidate at no charge or offer a credit note of the fee should a suitable replacement not be found.

0-2 weeks – the Agency will credit the Client 100% of the Fee

3-5 weeks – the Agency will credit the Client 75 % of the Fee

6-8 weeks – the Agency will credit the Client 50% of the Fee

9-12 weeks – the Agency will credit the Client 25% of the Fee

6. Third Party Introduction

Any introduction by the Agency is confidential. The Client must not, directly or indirectly introduce a candidate or his/her information to any third party where they are engaged in employment as a result. Should this occur, the Client will be liable for the full introduction fee of the engagement.

In the event that the Client makes an offer of employment to an employee of the Agency, and that offer is accepted and the employee of the Agency becomes an employee of the Client, the following terms are applicable:

6.1:       the Client will become liable for the Service Fee outlined in clause 3 above;

6.2:       the payment terms in clause 4 will apply; and

6.3:       the replacement / rebate terms in clause 6 will not apply.

7. Liability for Loss or Damage

Under no circumstances will the Agency be liable for loss, damage or expenses suffered or incurred by the Client or any other person, or firm, whether direct or consequential, from the introduction or subsequent engagement of a candidate by Client.

8. Disputes of Agreements

The Client consents to the jurisdiction of the Magistrates Court in respect of any disputes arising out of this agreement. In the event of a dispute arising out of the agreement, the Agency shall be entitled to recover costs of an attorney and any outstanding fees.

Recruit Digital Associates (PTY) LTD

305 Manhattan Place, 130 Bree Street

Cape Town, 8001

VAT 4690262995| Reg 2012/020759/07