Terms & Conditions

Framework Agreement for the Supply of Recruitment Services

1.    Definitions and Interpretation

1.1    In this Agreement the following definitions apply:

“Agency Affiliate” means any parent, subsidiary, associate or affiliate company (or companies) of Salt including but not limited to Salt Search Limited (company number 06912620) and Salt Contracts Limited (company number 06912623) both of which have a registered office of 9 Wootton Street, London, SE1 8TG;

“Agreed Rebate Period” means any period within the first 9 consecutive weeks following the commencement of an Engagement;

“Assignment Schedule” means written confirmation of the details of the Temporary Placement as agreed with the Client prior to the commencement of the Temporary Placement;

“Assignment Term” means the period set out on the Assignment Schedule during which the Consultant is supplied by Salt to render the Services to the Client;

“AWR” means the Agency Worker Regulations 2010;

“Basic Working and Employment Conditions” means those terms and conditions that are ordinarily included in the contracts of comparable employees or workers of the Client, as further defined by Regulation 5 of the AWR;

“Candidate” means the individual Introduced by Salt to the Client to be considered for an Engagement. For the avoidance of doubt, if the individual is Introduced to the Client via a limited company or limited liability partnership, the Candidate is the individual working through such limited company or limited liability partnership;

“Conduct Regulations” means Conduct of Employment Agencies and Employment Businesses Regulations 2003;

“Consultant” means the individual (operating through a limited company/intermediary) supplied by Salt to provide the Services for the Assignment Term via Salt, including any substitute supplied by such limited company/intermediary;

“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 and “Engage”, “Engages”, and“Engaged” shall be construed accordingly;

“Exclusivity” means Salt will be the Client’s only employment agency engaged to Introduce or supply Candidates to fill the 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 15 to 17 of these Terms. For a Temporary Placement, they are referred to in clause 7 and 8 of these Terms and are as set out in the Assignment Schedule;

“Client’s Group” means the Client and its subsidiaries, any holding company of the Client’s and any subsidiary of such holding company (all as defined in s.1159 of the Companies Act 2006);

“Introduction” means Salt or an Agency Affiliate has directly or indirectly introduced a Candidate or Consultant to a Client and such introduction has occurred when the earlier of any of the following take place:

a) the Client has interviewed or met with a Candidate or Consultant in person, by telephone, via Skype or any other method; Framework Agreement for the Supply of Recruitment Services

b) Salt has sent the Candidates’ resume directly to the Client or uploaded onto the Client’s system

c) Salt has passed information about the Candidate to the Client (including but not limited to details relating to the Candidates’ name, current employer, biography or summary of past experience)

1.    Definitions and Interpretation

1.1    In this Agreement the following definitions apply:

“Agency Affiliate” means any parent, subsidiary, associate or affiliate company (or companies) of Salt including but not limited to Salt Search Limited (company number 06912620) and Salt Contracts Limited (company number 06912623) both of which have a registered office of 9 Wootton Street, London, SE1 8TG;

“Agreed Rebate Period” means any period within the first 9 consecutive weeks following the commencement of an Engagement;

“Assignment Schedule” means written confirmation of the details of the Temporary Placement as agreed with the Client prior to the commencement of the Temporary Placement;

“Assignment Term” means the period set out on the Assignment Schedule during which the Consultant is supplied by Salt to render the Services to the Client;

“AWR” means the Agency Worker Regulations 2010;

“Basic Working and Employment Conditions” means those terms and conditions that are ordinarily included in the contracts of comparable employees or workers of the Client, as further defined by Regulation 5 of the AWR;

“Candidate” means the individual Introduced by Salt to the Client to be considered for an Engagement. For the avoidance of doubt, if the individual is Introduced to the Client via a limited company or limited liability partnership, the Candidate is the individual working through such limited company or limited liability partnership;

“Conduct Regulations” means Conduct of Employment Agencies and Employment Businesses Regulations 2003;

“Consultant” means the individual (operating through a limited company/intermediary) supplied by Salt to provide the Services for the Assignment Term via Salt, including any substitute supplied by such limited company/intermediary;

“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 and “Engage”, “Engages”, and“Engaged” shall be construed accordingly;

“Exclusivity” means Salt will be the Client’s only employment agency engaged to Introduce or supply Candidates to fill the 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 15 to 17 of these Terms. For a Temporary Placement, they are referred to in clause 7 and 8 of these Terms and are as set out in the Assignment Schedule;

“Client’s Group” means the Client and its subsidiaries, any holding company of the Client’s and any subsidiary of such holding company (all as defined in s.1159 of the Companies Act 2006);

“Introduction” means Salt or an Agency Affiliate has directly or indirectly introduced a Candidate or Consultant to a Client and such introduction has occurred when the earlier of any of the following take 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

c)    Salt has passed 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), (b) and (c) above and“Introduced” shall be construed accordingly;

“Introduction Fee” means the fee payable by the Client in accordance with clause 15.1 of these Terms;

“Permanent Placement” means a position where the Client or Third Party (where applicable) contractually Engages with the Consultant or Candidate directly;

“Relevant Period” means 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, without limitation, all gross basic salary or fees, bonuses (including but not limited to contractual or discretionary bonuses, guaranteed and/or anticipated bonus, sign-on bonus) and commission earnings, inducement payments, allowances (including but not limited to allowances relating to shift work, car, housing, relocation, pension location weighting and call-out), benefits (including, if applicable, the benefit of a company car. Where the Client or Third Party provides a company car, a notional amount of £5,000 will be used in lieu of the company car to calculate the Remuneration) and all other payments or emoluments payable to or receivable by the Candidate of Consultant (even if paid subsequently) 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;

“Services” means the services to be performed by the Consultant(s) for the Client and described in the Assignment Schedule;

“Temp to Temp Fee” means: 13 times the average fees paid by the Client to Salt 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 to the Client by Salt;

“Temporary Placement” means a placement with the Client during which a Consultant, who is/was engaged by Salt (via a limited company/intermediary) to provide the Services for the Assignment Term;

“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). For the avoidance of doubt, Third Party can include any company in the Client’s Group;

“Transfer Fee” means a sum equivalent to 25% of the Remuneration offered to the Consultant plus VAT. If the Remuneration is unknown, the Client shall have 14 days to respond to Salt’s request for details of the Remuneration. If the Client does not provide Salt with such details of the Remuneration within such time period, the Transfer Fee shall be a sum equivalent to 25% of what Salt considers to be the maximum remuneration package applicable for the position or type of position in the general marketplace, plus VAT.

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

1.3    The headings contained in this Agreement are for convenience only and do not affect their interpretation

1.4    Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of these Terms) and all subordinate legislation made (before or after this Agreement) under it from time to time.

2.    The Framework Agreement

2.1    These Terms apply to the two types of services that Salt can provide to the Client.

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

2.3    Salt shall, upon receipt of an instruction from a Client regarding a Permanent Placement vacancy, source and introduce Candidate(s) to the Client who, if suitable, the Client will engage directly. Salt shall act as an employment agency for the purposes of the Conduct Regulations in this regard.

2.4    It is understood and agreed by the parties that Salt shall be entitled to sub-contract any of the Services set out in these Terms to an Agency Affiliate, provided always that Salt shall be responsible for procuring that the Agency Affiliate complies with these Terms.

2.5    Both parties acknowledge that, in entering into these Terms, neither do so on the basis of nor rely on any representation, warranty or other provision except as expressly provided in writing.

2.6    Unless otherwise agreed in writing by a director of Salt and the Client, these Terms shall prevail over and supersede any terms of business or purchase conditions (or similar) put forward by the Client and any previous agreements between the parties relating to Temporary Placements and/or Permanent Placements. No variation or alteration of these Terms shall be valid unless approved in writing by the Client and a director of Salt.

2.7    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.

2.8    These Terms consist of a framework agreement between Salt and the Client. These Terms will continue to apply and be enforceable during, between and after Temporary Placements and Introductions until such time as either party terminates the Terms in accordance with clause 19. Notwithstanding this, save as expressly provided, termination of a Temporary Placement, a Permanent 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.

2.9    Even if the Consultant or Candidate was employed or engaged by the Client at any point within the period of 6 months prior to the intended commencement of the Temporary Placement or Permanent Placement, the Client agrees that Salt is entitled to enforce the provisions within these Terms.

2.10    The Client will have a period of 4 hours from the time that Salt submits a Consultant’s CV to the Client, to notify Salt in writing of any duplication of representation of such Consultant or Candidate (e.g. by another employment business or agency). In the absence of receipt of such notification, the Client is deemed to have agreed that the Consultant or Candidate (as appropriate) has been Introduced by Salt and these Terms shall apply.

2.11    If any term herein conflicts with any term contained in the Appendix B: Variation to Terms, then the Appendix B: Variation to Terms shall take precedence over the specified terms only within this agreement.

Terms re: Supply of Consultants for Temporary Placements

3.    Services Agreement re: Temporary Placements

3.1    Clauses 1 to 11 and 19 to 24 of these Terms together with the relevant Assignment Schedule constitute the entire agreement between Salt and the Client for the arrangement of Temporary Placements and the supply of the Services. In consideration for the supply of Consultants to the Client, the Client will pay Salt the fees referred to in clause 7.

3.2    Upon termination of a Temporary Placement there is no further obligation on either party to enter into further Temporary Placements. However, where further Temporary Assignments are entered into, the relevant sections of these Terms (as referred to in clause 3.1) will apply. Where the terms of an Assignment Schedule contradict or are inconsistent with the terms of these Terms, the Assignment Schedule will prevail.

3.3    The Services will be performed by the Consultant or by a substitute approved by the Client.

4.    Salt’s Obligations re: Temporary Placements

4.1    Salt shall attempt to source a suitable Consultant for a Temporary Placement vacancy but gives no guarantees as to the suitability of the Consultant for the role. If the Client deems the Consultant to be suitable for the Temporary Placement, Salt will engage the Consultant on a contract for service. The Consultant is not Salt’s employee. Salt will supply the Consultant to the Client to perform the Services and will use its reasonable endeavours to ensure the Consultant performs the Services in accordance with the Assignment Schedule.

4.2    Salt’s contract for service with the Consultant shall require the Consultant to:

4.2.1    Comply with the Client’s reasonable requests to perform certain duties provided they are within the scope of the Services;

4.2.2    Comply with the Client’s rules on health and safety, equality, expenses, security and confidentiality;

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

4.3    Salt will 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 the Client’s responsibility to interview and assess the suitability of the Consultant to carry out the Services.

4.4    Salt shall not, nor shall it seek to, supervise, direct or control the manner in which the Consultant performs the Services.

4.5    Where the Client requests a replacement in accordance with clause 5.3.11 below, Salt will use all commercially reasonable endeavours to find a replacement Consultant with appropriate training, skill and experience to perform the Services, as soon as is reasonably practicable.

4.6    Salt will not charge the Client any additional costs (over and above what the Client had agreed to pay for the original Consultant) in supplying any replacement or substitute Consultant; however the Client 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.

4.7    Salt is responsible for making payment to the Consultant (via their limited company/intermediary) and Salt shall procure an undertaking from the Consultant’s intermediary/limited company that it will account for all taxation due to the authorities in respect of remuneration paid to the Consultant.

4.8    Salt will procure that the Consultant will sign any reasonable form of non-disclosure, secrecy, or confidentiality agreement that may be required by the Client and where the Client is subject to the Freedom of Information Act 2000, Salt will offer such reasonable assistance for any request for information by the Client in accordance with the FOIA.

4.9    Salt will procure that the Consultant will sign any reasonable form of assurance of intellectual property rights that may be required by the Client.

5.    Client’s Obligations re: Temporary Placements

5.1    With any request for Salt to fill a Temporary Placement vacancy and with sufficient notice in advance of the Assignment Term to enable Salt to attempt to find a suitable Consultant, the Client will provide Salt with written details of the Temporary Placement, including the type of work that the Consultant would be required to do; the Assignment Term, the location and hours of work; the experience, training, qualifications and any authorisation clearances or approval which the Client considers 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 the Client and what steps the Client has taken to prevent or control such risks.

5.2    The Client shall inform Salt of any information it has that suggests it would be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the position which the Client seeks to fill.

5.3    The Client acknowledges that Salt has no right of supervision, direction or control over the Consultant during a Temporary Placement and is under no obligation to the Client to exercise such supervision, direction or control. The Client warrants and undertakes that it shall:

5.3.1    Provide instructions to the Consultant on the work that is to be done as required from time to time;

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

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

5.3.4    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;

5.3.5    Ensure the location at which the Consultant is due to perform the Services is safe, secure and suitable. The Client shall advise Salt 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;

5.3.6    Assist Salt in complying with any duties it owes (or a limited company/intermediary owes) to the Consultant under the Working Time Regulations 1998 by supplying any relevant information about the Services requested by Salt and providing the Consultant with sufficient rest breaks. The Client will not do anything which might cause Salt to be in breach of any obligations it may owe the Consultant in this regard;

5.3.7    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;

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

5.3.9    Notify Salt within 2 working days of it becoming dissatisfied with the performance of the Services by the Consultant (in which case the provisions of clause 9 shall apply). For the avoidance of doubt, the Client has no authority to discipline the Consultant or to terminate the Temporary Placement via the Consultant. The Client must only discuss any matters relating to a Temporary Placement (in particular rates, duration, extensions, and termination) with Salt and not with the Consultant. In the event that Salt is not notified of the Client’s dissatisfaction within such period and the Client has not already terminated the Temporary Placement in accordance with clause 9, Salt’s Fees will continue to apply;

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

5.3.11    Where appropriate, request from Salt the replacement of any Consultant who, in the reasonable opinion of the Client, is not performing satisfactorily;

5.3.12    Ensure that the Client contact named in the Assignment Schedule has authority to bind the Client on matters relating to the Services and these Terms. The Client may change the Client contact at any time by giving Salt written notice to this effect;

5.3.13    Have the sole responsibility to satisfy itself that the Consultant has the necessary experience, qualification and skills to perform the Services prior to the Assignment Term. The Client undertakes to liaise with  the Consultant sufficiently to ensure the Client’s satisfaction in this regard;

5.3.14    notify Salt immediately and without delay and in any event within 24 hours if the Consultant fails to attend or perform work for the purposes of the Temporary Placement or the Consultant notifies the Client that he/she is unable to provide the Services for any reason; and

5.3.15    Promptly perform a risk assessment on a pregnant Consultant and make any necessary and appropriate reasonable adjustments.

6.    Agency Workers Regulations re: Temporary Placements

6.1    It shall be the responsibility of the Client and Salt to ensure that if the AWR apply 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 recruited directly by the Client.

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

6.3    The Client agrees and acknowledges that:

6.3.1    it shall provide accurate and up-to-date information to Salt on an on-going basis in relation to the Basic Working and Employment Conditions of comparable employees of the Client so as to ensure that the remuneration paid by Salt to the Consultant for the Temporary Placement complies with AWR;

6.3.2    it shall provide Salt with information on how they calculate holiday pay for comparable employees of the Client;

6.3.3    it shall complete Salt’s questionnaire, to Salt’s satisfaction and any other information requests as soon as reasonably practicable in order to ensure compliance with AWR; and

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

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

6.4    The Client warrants and undertakes that it 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.

6.5    In the event that Salt receives a written request from the Consultant in relation to the Client’s compliance with the AWR, Salt shall promptly pass such request to the Client; whereupon the Client shall compile a written statement setting out in sufficient detail the information necessary to comply with the AWR and present such statement to Salt by the date determined by Salt or in the absence of such date, within 10 days of receipt of such request.

7.    Timesheets and Fees re: Temporary Placements

7.1    The Client will ensure that an authorised representative signs timesheets as presented to the Client by the Consultant every Invoicing Period. Salt may require the Client to use IN TIME recording system.

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

7.3    Subject to clause 5.3.9 and in the event that the Client is dissatisfied with the performance of the Services or the hours worked, the Client should withhold [signature] of the timesheet and written notice outlining the reasons of such dissatisfaction and the timesheet to which it relates should be issued to Salt immediately.

7.4    Upon receipt of written notice of the Client’s dissatisfaction with the Services, both parties will negotiate in good faith to settle the dispute in a timely manner. The Client will not withhold or set-off any amounts in respect of any disputes with or claims against Salt, until and unless the same have been agreed.

7.5    The Client 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 the Client disputes and will not in any way prejudice the Client’s obligation for payment of any undisputed timesheet periods.

7.6    The Client will pay Salt at the standard rate specified in the Assignment Schedule for the time worked by the Consultant, which falls within the standard time specified in the Assignment Schedule. In addition, the Client will pay Salt the non-standard time rate for any non-standard time (both of which are specified in the Assignment Schedule), and the Client will pay a sum to Salt in lieu of the permitted expenses incurred by the Consultant.  The Fees and any other sums due to Salt are exclusive of Value Added Tax, which will be shown separately on any invoice submitted by Salt to the Client.

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

7.7.1    if the Temporary Placement is extended beyond the original Assignment Term;

7.7.2    if in Salt’s reasonable opinion the original job specification for the Consultant is added to and/or more responsibility is given to the Consultant;

7.7.3    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 Consultant’s limited company/intermediary;

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

7.7.5    if the Consultant is entitled to holiday over and above the statutory minimum as a result of the AWR,

in the above circumstances Salt will notify the Client in writing of any increase in the Fee or additional payments due from the Client in order to meet its obligations.

7.8    Salt will issue the Client with an invoice containing its Fees for each Temporary Placement every invoicing period in arrears and the Client will pay such invoices in GBP sterling unless it has been agreed that an alternative currency will be used as set out on the Assignment Schedule.

7.9    The Client will pay Salt’s invoices within 14 days of the date of the invoice. All sums due from the Client to Salt shall be paid in full without any set off, deduction or withholding whatsoever including for or on account of any taxes or other duties (including without limitation any withholding taxes).

7.10    All of Salt’s invoices will be deemed to be accepted in full by the Client unless the Client notifies Salt in writing within 5 working days of the date of the invoice, the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does so notify Salt 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 Salt in order to resolve the dispute as quickly as possible.

7.11    Time is of the essence, and if the Client does not pay any due and undisputed invoice within the payment terms referred to in clause 7.9 then, without prejudice to any other remedy:

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

7.11.2    All sums owing by the Client to Salt with respect to any other Temporary Placement will become due and payable immediately;

7.11.3    The Client will pay interest on all sums due from the date that payment of Salt’s 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 on a daily basis and compounded monthly;

7.11.4    The Client will indemnify Salt from and against any and all loss damage costs or expenses (including legal expenses on an indemnity basis) incurred as a result of the Client’s failure to pay its invoices on time or in taking steps to recover monies owed by the Client;  and

7.11.5    Salt may terminate any existing and future Temporary Placements that it has arranged for the Client 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 Salt for breach thereof by the Client.

7.12    In the event that there is a change in interpretation or implementation of the law regarding the calculation of holiday pay, which results in Salt or the Consultant’s limited company/intermediary being required to pay the Consultant additional monies to compensate for previously incorrectly calculated holiday pay during a Temporary Placement, Salt shall be entitled to invoice the Client for such sums and the Client shall be obliged to pay such additional sums plus VAT to the Company. Salt will advise the Client of this additional payment due via an invoice.

7.13    If the Temporary Placement is terminated as a result of the Consultant’s pregnancy and/or on maternity grounds for health and safety reasons and Salt is unable to find suitable alternative work for the Consultant and such Consultant is entitled to remuneration in accordance with Section 68C of the Employment Rights Act 1996, the Client agrees to pay Salt the full amount of remuneration that the Consultant is entitled to as a result, plus VAT.  Salt will advise the Client of this additional payment due via an invoice.

8.    Transfer Fees re: Temporary Placements

8.1    If the Consultant has opted out of the Conduct Regulations (which the Client should assume is the case in the absence of having been notified otherwise by Salt), the Client 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 Salt) any Consultant.

8.2    In the event of a breach of clause 8.1,

8.2.1    The Client shall be required to pay Salt the Transfer Fee.

8.2.2    Where the Engagement is initially for less than a year and Salt charges a Transfer Fee on that basis, but that Engagement (the “First Engagement”) is extended beyond the intended term (the “Extended Period”) or where the Client re-Engages the Consultant within the 12 month period following the end of the First Engagement (the “Second Engagement”), the Client shall pay Salt 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 the Client to Salt 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.

8.2.3    Notwithstanding clauses 8.2.1 and 8.2.2, if the Engagement of a Consultant is temporary and the Client makes payment to an employment business (other than Salt or any of its 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.

8.3    Where the Consultant has not opted out of the Conduct Regulations, if the Consultant has been offered an Engagement directly or indirectly by a Client or Third Party during the Relevant Period, the Client will be required to pay Salt the Transfer Fee or the Temp to Temp Fee (the latter will apply if the Engagement is of a temporary nature and the Client makes payment for the Consultant’s services to an employment business other than Salt or one of the Agency Affiliates) unless the Client has notified Salt within 5 working days of such offer of Engagement being made that it wishes 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 Salt considers to be the maximum rate achievable for such role). At the end of such 6 month period, no Transfer Fee is payable.

8.4    If the Client elects for the extended hire period referred to in clause 8.3, but before the end of such period the Client 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, the Client agrees to pay Salt 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 the Client.

8.5    No refund of the Transfer Fee will be paid in the event that the Client’s or Third Party’s direct or indirect Engagement of the Consultant subsequently terminates.

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

8.6.1    Any company within the Client’s Group;

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

8.6.3    Any partnership or joint venture in which the Client is a partner or joint venture;

8.7    The Client acknowledges in good faith that:

8.7.1    Salt’s main business is the introduction and provision of services of qualified and experienced consultants to clients;

8.7.2    In effecting such introductions, Salt is disclosing confidential information in which it has an interest and is entitled to protect;

8.7.3    In the absence of the restrictions contained in this clause, the Client might be in a position to take unfair advantage of Introductions effected by Salt and such confidential information, and thereby cause harm to Salt’s business;

8.7.4    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 Salt’s legitimate business interests; and

8.7.5    These Terms apply whether or not the Candidate or Consultant is Engaged by the Client for the same type of work as that for which the Introduction or Temporary Placement was originally effected.

8.8    For the avoidance of doubt, the Client is required to pay the Transfer Fee whether or not the Consultant is Engaged by the Client for the same type of work as that for which the Temporary Placement or Introduction was originally effected.

9.    Termination of Temporary Placement

9.1    A Temporary Placement may be terminated by:

9.1.1    The Client giving Salt written notice in accordance with the client notice period specified in the Assignment Schedule; and

9.1.2    Salt giving the Client written notice in accordance with the Salt Notice Period specified in the Assignment Schedule.

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

9.2.1    If the Consultant fails to provide the Services  to the satisfaction of the Client and the Client does not want Salt to find a suitable replacement;

9.2.2    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;

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

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

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

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

10.    Intellectual Property Rights re: Temporary Placement

10.1    Any copyright, patents and other intellectual property rights arising in the course of the Services will become and remain the Client’s sole property, and Salt will, at the Client’s expense, cooperate with any formal steps required by the Client to vest such rights in the Client.

11.    Liability re: Temporary Placements

11.1    Whilst Salt will confirm that a Consultant has the right to work in the UK and shall endeavour to obtain appropriate proof of qualifications, Salt cannot warrant and shall not be liable for any loss or expense by the Client (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 limited company/intermediary through which the Consultant is engaged.

11.2    Whilst reasonable efforts will be made by Salt to ensure that the Consultant has the required standard of qualification and experience, Salt 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.

11.3    As the Consultant is an independent Consultant, Salt expressly excludes any liability for project time frames or any liquidated damages relating to the Services.

11.4    The Consultant is not Salt’s employee. From the moment that the Consultant commences a Temporary Placement, the Client agrees to be responsible for all acts, errors or omissions of the Consultant, whether wilful, negligent or otherwise. The Client 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 the Client is ordinarily subject.

11.5    Salt will keep the Client 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 the Client’s or any third party’s supervision, direction or control of the Consultant or as a result of any other of the Client’s or any third party’s acts or omissions.

11.6    The Client shall indemnify and keep indemnified Salt against any costs, claims or liabilities incurred directly or indirectly by Salt arising out of any Temporary Placement or arising out of any breach of the Terms by the Client or arising out of the Client’s failure to comply with the AWR.

11.7    Salt agrees to indemnify the Client against any losses arising out of any ruling or award by a competent court or tribunal that an employment relationship exists between the Consultant and Client except in circumstances where such ruling, award or liability arises as a result of the acts or omissions of the Client, including but not limited to a breach of the Client’s obligations set out in clause 5.

Terms re: Supply of Candidates for Permanent Placements

12.    Services Agreement re: Permanent Placements

12.1    Clauses 1 and 2 and 12 to 24 of these Terms constitute the entire agreement between Salt and the Client in relation to any Permanent Placement vacancies that the Client instructs Salt that it wishes to fill and to any Introductions made with respect to any Candidate.

12.2    The Client authorises Salt to act on its behalf in seeking Candidates to fill any Permanent Placement vacancy and, if the Client so requests, Salt shall advertise for such Candidates through such methods as are agreed in advance with the Client.

13.    Salt’s Obligations re: Permanent Placements

13.1    Salt shall use reasonable endeavours to introduce one or more suitable Candidates to meet the requirements of the Client for any particular vacancy for a Permanent Placement. Salt will endeavour to check that a Candidate has the right to work in the UK and shall endeavour to obtain appropriate proof of qualifications.  All information given by Salt about any Candidate is given in good faith and in reliance of information given to Salt by the Candidate.

13.2    Notwithstanding clause 13.1, Salt does not take up references nor seek independent verification of the information supplied by any Candidate. Therefore, no warranty either express or implied is given by Salt 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. Salt shall not be liable for any loss or expense by the Client (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 Candidate.

14.    Client’s Obligations re: Permanent Placements

14.1    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.

14.2    The Client shall be wholly responsible for obtaining all right to work, security and other permits, verifying professional and academic qualifications, arranging examinations and/or investigations into the medical history of the Candidate (if the Client deems necessary) and obtaining verification with respect to any other requirements or qualifications required by the Client or law for the Permanent Placement vacancy.

14.3    To enable Salt to comply with its obligations under clause 13, the Client undertakes to provide to Salt 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.

14.4    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 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 their employment with the Client.

14.5    The Client shall inform Salt of any information it has that suggests it would be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the position which the Client seeks to fill.

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

15.    Fees & Charges re: Permanent Placements

15.1    In consideration for the search and supply of Candidates and a subsequent Engagement of a Candidate within 12 months of an Introduction, the Client shall pay Salt the Introduction Fee, which shall be calculated as a percentage of the Candidate’s Remuneration, plus Value Added Tax. In order to calculate the Introduction Fee, the relevant percentage that shall be applied in each case will depend on which of the Remuneration bands referred to below, the Candidate’s Remuneration falls into.

15.2    The Client shall inform Salt in writing within 4 hours of receipt of the Candidate’s details from Salt, if it has already received the Candidate’s details from another employment agency in relation to the same Permanent Placement vacancy. If Salt has not received such notification from the Client then, in the event of an Engagement within 12 months of the Introduction of the Candidate, the Client agrees to pay Salt the Introduction Fee.

15.3    Within 1 working day of the following events, the Client agrees to notify Salt in writing:

15.3.1    that the Client or any Third Party has directly or indirectly offered any Consultant Engagement orally or in writing (whichever is earlier);

15.3.2    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

15.3.3    of details of the Remuneration offered to the Candidate.

15.4    For the avoidance of doubt, the Client shall still be liable to pay Salt the Introduction Fee where an offer of Engagement has been made verbally or in writing by the Client (directly or indirectly) to a Candidate where: (a) the Client through its own actions discourages the Candidate from accepting the Engagement after an offer of Engagement has been made; or (b) the offer is subsequently withdrawn by the Client after the Candidate has accepted it.

15.5    Introductions of Candidates are confidential.  Where the Client discloses to a Third Party any details regarding a Candidate Introduced to the Client by Salt and that Third Party subsequently Engages the Candidate within 12 months from the Introduction, the Client shall pay Salt the Introduction Fee plus VAT and there shall be no entitlement to any rebate or refund to the Client or to the Third Party.

15.6    Where the amount of the actual Remuneration has not been disclosed to Salt within the time period referred to in clause 15.3, Salt will charge a fee calculated in accordance with clause 15.1 by replacing the unknown Remuneration figure with the maximum annual remuneration package that Salt considers to be applicable to the Engagement with regard to the general marketplace.

15.7    Where the Engagement is for a fixed term of less than 12 months, the Client shall pay Salt a fee, plus VAT, as follows:

15.8    If the Engagement is initially for less than a year and Salt charges an Introduction Fee on that basis, but that Engagement (the “First Engagement”) is extended beyond the initial term (the “Extended Period”) or where the Client re-Engages the Candidate within the 12 month period following the end of the First Engagement (the “Second Engagement”), the Client shall pay Salt a further Introduction Fee plus VAT based on the Candidate’s Remuneration for the Extended Period or the Second Engagement (as applicable), provided in each case that the total Introduction Fee payable by the Client to Salt is no more than it would have been had the Introduction Fee for the First Engagement been based on the Candidate’s Remuneration for the first year of the Engagement.

15.9    For the avoidance of doubt, the Client is required to pay the Introduction Fee whether or not the Candidate is Engaged during the 12 months immediately following the Introduction for the same type of work as that for which the Introduction was originally made.

15.10    Charges incurred by Salt at the Client’s written request in respect of advertising or any other matters will be charged to the Client in addition to the Introduction Fee and the Client will pay such charges to Salt irrespective of whether or not the Candidate is Engaged.

16.    Invoices re: Permanent Placements

16.1    Except in the circumstances set out in clause 15.5, 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 plus VAT and any charges.

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

16.3    All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated within clause 16.2 unless the Client notifies Salt in writing within 5 working days of the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does so notify Salt 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 Salt in order to resolve the dispute as quickly as possible.

16.4    Salt reserves the right to charge interest on invoiced amounts overdue at the rate of 2% above the Bank of England’s base rate, calculated on a daily basis and compounded monthly;

17.    Rebates re: Permanent Placements

17.1    If the Permanent Placement of the Candidate who was Engaged by the Client terminates within the Agreed Rebate Period, Salt will have Exclusivity for a period of 4 weeks to Introduce replacement Candidate(s) to the Client; and where the Client Engages a replacement Candidate, the Client shall pay Salt an Introduction Fee with respect to the replacement Candidate calculated in accordance with clause 15.1 above.

17.2    Where the Client qualifies for a rebate in accordance with clauses 17.1 and 17.3, the Client shall be entitled to a rebate of the Introduction Fee with respect to the Introduction Fee paid by the Client to Salt with respect to the original Candidate as follows:

Week in which the Permanent Placement ended    Percentage of original Introduction Fee to be rebated to the Client

Week in which the Permanent Placement ended Percentage of original Introduction Fee to be rebated to the Client

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

a)    the Client must notify Salt in writing that the Candidate’s Engagement has ended within 7 days of the Engagement ending or within 7 days of notice being given to end the Engagement, whichever is earlier;

b)    Salt’s invoice for the Introduction Fee must have been paid in full within the payment terms in accordance with clause 16.2;

c)    the Client has paid all sums owed to Salt in relation to any other Temporary Placements or Permanent Placements and otherwise in accordance with these Terms;

d)    the Candidate’s Engagement is not terminated by reason of redundancy (as defined in Section 139 of the Employment Rights Act 1996) or re-organisation or change in strategy of the Client;

e)    the Client has offered Salt Exclusivity in accordance with clause 17.1;

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 for any of the protected characteristics under the Equality Act 2010 or any other bullying by the Client or any of its staff.

17.4    Where the Client re-Engages the Candidate within the 12 month period immediately following the end of the Permanent Placement, any rebate paid to the Client under clause 17.2 with respect to that Candidate, shall be immediately repaid to Salt by the Client (plus VAT).

18.    Liability re: Permanent Placements

18.1    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.

Terms re: Temporary Placements and Permanent Placements

19.    Termination of Agreement

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

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

19.2.1    If the other commits any material breach of this Agreement or the Assignment Schedule and fails to remedy the breach within seven (7) days of being required in writing to do so; or

19.2.2    If an order is made or an effective resolution is passed for the winding up of that other party (other than for the purpose 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.

20.    Liability in all cases

20.1    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 breach by the Client, any company within the Client’s group or a Third party, or any of its 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

c)    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.

20.2    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.

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

20.4    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.

20.5    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.

20.6    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.

20.7    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 £1,000,000 for all claims, costs, damage and losses under or in connection with a Temporary Placement or Permanent Placement.

21.    Equal Opportunities

21.1    Salt is committed to equal opportunities and expects the Client to comply with all anti-discrimination legislation including but not limited to the Equality Act 2010 as regards the selection and treatment of Candidates and Consultants.

22.    Confidentiality and Data Protection

22.1    All information relating to a Candidate and Consultant is confidential and where that information relates to an individual is also subject to the Data Protection Act 1998 and 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 and the Client undertakes to abide by the provisions of the Data Protection Act 1998 in receiving and processing the data at all times.

22.2    Both parties recognise that information disclosed to the other in the course of the negotiation of and the performance of a Temporary Placement or Permanent Placement will contain and incorporate confidential information in which the other has an interest.

22.3    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.

22.4    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.

22.5    The Client shall 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.

23.    General

23.1    Any failure by Salt 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 nor shall it prejudice Salt’s right to take action in respect of the same or any later breach. 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 Salt Contracts Limited, Salt Search Limited or the Consultant to enforce any provision of these Terms against the Client. If any of the provisions of this Agreement shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining provisions, which shall continue to be valid to the fullest extent permitted by applicable laws.

23.2    Salt 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 Salt’s reasonable control including without limitation, fire, floods, storms, earthquakes, natural physical disasters, acts of war, acts of terrorism or threats of, or industrial action or acts of government.

23.3    Any notice under these Terms shall be made in writing.  Notices may be sent by post, fax or email. 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. Any notice served by fax shall be deemed to have been received on transmission as evidenced by the transmission report. Correctly addressed emails shall be deemed to be received in despatch, as evidenced by hardcopy printouts.

24.    Governing Law & Jurisdiction

24.1    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.

24.2    Where these Terms are also provided in a language other than English, whilst the translation is believed to be accurate, no warranty to that effect is given, and the English language version will prevail.

b)    Salt has passed/sent to the Client or uploaded onto the Client’s system the Candidate or Consultant’s curriculum vitae (“CV”); or

c)    Salt has passed 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), (b) and (c) above and“Introduced” shall be construed accordingly;

“Introduction Fee” means the fee payable by the Client in accordance with clause 15.1 of these Terms;

“Permanent Placement” means a position where the Client or Third Party (where applicable) contractually Engages with the Consultant or Candidate directly;

“Relevant Period” means 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, without limitation, all gross basic salary or fees, bonuses (including but not limited to contractual or discretionary bonuses, guaranteed and/or anticipated bonus, sign-on bonus) and commission earnings, inducement payments, allowances (including but not limited to allowances relating to shift work, car, housing, relocation, pension location weighting and call-out), benefits (including, if applicable, the benefit of a company car. Where the Client or Third Party provides a company car, a notional amount of £5,000 will be used in lieu of the company car to calculate the Remuneration) and all other payments or emoluments payable to or receivable by the Candidate of Consultant (even if paid subsequently) 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;

“Services” means the services to be performed by the Consultant(s) for the Client and described in the Assignment Schedule;

“Temp to Temp Fee” means: 13 times the average fees paid by the Client to Salt 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 to the Client by Salt;

“Temporary Placement” means a placement with the Client during which a Consultant, who is/was engaged by Salt (via a limited company/intermediary) to provide the Services for the Assignment Term;

“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). For the avoidance of doubt, Third Party can include any company in the Client’s Group;

“Transfer Fee” means a sum equivalent to 25% of the Remuneration offered to the Consultant plus VAT. If the Remuneration is unknown, the Client shall have 14 days to respond to Salt’s request for details of the Remuneration. If the Client does not provide Salt with such details of the Remuneration within such time period, the Transfer Fee shall be a sum equivalent to 25% of what Salt considers to be the maximum remuneration package applicable for the position or type of position in the general marketplace, plus VAT.

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

1.3    The headings contained in this Agreement are for convenience only and do not affect their interpretation

1.4    Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of these Terms) and all subordinate legislation made (before or after this Agreement) under it from time to time.

2.    The Framework Agreement

2.1    These Terms apply to the two types of services that Salt can provide to the Client.

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

2.3    Salt shall, upon receipt of an instruction from a Client regarding a Permanent Placement vacancy, source and introduce Candidate(s) to the Client who, if suitable, the Client will engage directly. Salt shall act as an employment agency for the purposes of the Conduct Regulations in this regard.

2.4    It is understood and agreed by the parties that Salt shall be entitled to sub-contract any of the Services set out in these Terms to an Agency Affiliate, provided always that Salt shall be responsible for procuring that the Agency Affiliate complies with these Terms.

2.5    Both parties acknowledge that, in entering into these Terms, neither do so on the basis of nor rely on any representation, warranty or other provision except as expressly provided in writing.

2.6    Unless otherwise agreed in writing by a director of Salt and the Client, these Terms shall prevail over and supersede any terms of business or purchase conditions (or similar) put forward by the Client and any previous agreements between the parties relating to Temporary Placements and/or Permanent Placements. No variation or alteration of these Terms shall be valid unless approved in writing by the Client and a director of Salt.

2.7    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.

2.8    These Terms consist of a framework agreement between Salt and the Client. These Terms will continue to apply and be enforceable during, between and after Temporary Placements and Introductions until such time as either party terminates the Terms in accordance with clause 19. Notwithstanding this, save as expressly provided, termination of a Temporary Placement, a Permanent 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.

2.9    Even if the Consultant or Candidate was employed or engaged by the Client at any point within the period of 6 months prior to the intended commencement of the Temporary Placement or Permanent Placement, the Client agrees that Salt is entitled to enforce the provisions within these Terms.

2.10    The Client will have a period of 4 hours from the time that Salt submits a Consultant’s CV to the Client, to notify Salt in writing of any duplication of representation of such Consultant or Candidate (e.g. by another employment business or agency). In the absence of receipt of such notification, the Client is deemed to have agreed that the Consultant or Candidate (as appropriate) has been Introduced by Salt and these Terms shall apply.

2.11    If any term herein conflicts with any term contained in the Appendix B: Variation to Terms, then the Appendix B: Variation to Terms shall take precedence over the specified terms only within this agreement.

Terms re: Supply of Consultants for Temporary Placements

3.    Services Agreement re: Temporary Placements

3.1    Clauses 1 to 11 and 19 to 24 of these Terms together with the relevant Assignment Schedule constitute the entire agreement between Salt and the Client for the arrangement of Temporary Placements and the supply of the Services. In consideration for the supply of Consultants to the Client, the Client will pay Salt the fees referred to in clause 7.

3.2    Upon termination of a Temporary Placement there is no further obligation on either party to enter into further Temporary Placements. However, where further Temporary Assignments are entered into, the relevant sections of these Terms (as referred to in clause 3.1) will apply. Where the terms of an Assignment Schedule contradict or are inconsistent with the terms of these Terms, the Assignment Schedule will prevail.

3.3    The Services will be performed by the Consultant or by a substitute approved by the Client.

4.    Salt’s Obligations re: Temporary Placements

4.1    Salt shall attempt to source a suitable Consultant for a Temporary Placement vacancy but gives no guarantees as to the suitability of the Consultant for the role. If the Client deems the Consultant to be suitable for the Temporary Placement, Salt will engage the Consultant on a contract for service. The Consultant is not Salt’s employee. Salt will supply the Consultant to the Client to perform the Services and will use its reasonable endeavours to ensure the Consultant performs the Services in accordance with the Assignment Schedule.

4.2    Salt’s contract for service with the Consultant shall require the Consultant to:

4.2.1    Comply with the Client’s reasonable requests to perform certain duties provided they are within the scope of the Services;

4.2.2    Comply with the Client’s rules on health and safety, equality, expenses, security and confidentiality;

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

4.3    Salt will 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 the Client’s responsibility to interview and assess the suitability of the Consultant to carry out the Services.

4.4    Salt shall not, nor shall it seek to, supervise, direct or control the manner in which the Consultant performs the Services.

4.5    Where the Client requests a replacement in accordance with clause 5.3.11 below, Salt will use all commercially reasonable endeavours to find a replacement Consultant with appropriate training, skill and experience to perform the Services, as soon as is reasonably practicable.

4.6    Salt will not charge the Client any additional costs (over and above what the Client had agreed to pay for the original Consultant) in supplying any replacement or substitute Consultant; however the Client 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.

4.7    Salt is responsible for making payment to the Consultant (via their limited company/intermediary) and Salt shall procure an undertaking from the Consultant’s intermediary/limited company that it will account for all taxation due to the authorities in respect of remuneration paid to the Consultant.

4.8    Salt will procure that the Consultant will sign any reasonable form of non-disclosure, secrecy, or confidentiality agreement that may be required by the Client and where the Client is subject to the Freedom of Information Act 2000, Salt will offer such reasonable assistance for any request for information by the Client in accordance with the FOIA.

4.9    Salt will procure that the Consultant will sign any reasonable form of assurance of intellectual property rights that may be required by the Client.

5.    Client’s Obligations re: Temporary Placements

5.1    With any request for Salt to fill a Temporary Placement vacancy and with sufficient notice in advance of the Assignment Term to enable Salt to attempt to find a suitable Consultant, the Client will provide Salt with written details of the Temporary Placement, including the type of work that the Consultant would be required to do; the Assignment Term, the location and hours of work; the experience, training, qualifications and any authorisation clearances or approval which the Client considers 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 the Client and what steps the Client has taken to prevent or control such risks.

5.2    The Client shall inform Salt of any information it has that suggests it would be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the position which the Client seeks to fill.

5.3    The Client acknowledges that Salt has no right of supervision, direction or control over the Consultant during a Temporary Placement and is under no obligation to the Client to exercise such supervision, direction or control. The Client warrants and undertakes that it shall:

5.3.1    Provide instructions to the Consultant on the work that is to be done as required from time to time;

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

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

5.3.4    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;

5.3.5    Ensure the location at which the Consultant is due to perform the Services is safe, secure and suitable. The Client shall advise Salt 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;

5.3.6    Assist Salt in complying with any duties it owes (or a limited company/intermediary owes) to the Consultant under the Working Time Regulations 1998 by supplying any relevant information about the Services requested by Salt and providing the Consultant with sufficient rest breaks. The Client will not do anything which might cause Salt to be in breach of any obligations it may owe the Consultant in this regard;

5.3.7    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;

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

5.3.9    Notify Salt within 2 working days of it becoming dissatisfied with the performance of the Services by the Consultant (in which case the provisions of clause 9 shall apply). For the avoidance of doubt, the Client has no authority to discipline the Consultant or to terminate the Temporary Placement via the Consultant. The Client must only discuss any matters relating to a Temporary Placement (in particular rates, duration, extensions, and termination) with Salt and not with the Consultant. In the event that Salt is not notified of the Client’s dissatisfaction within such period and the Client has not already terminated the Temporary Placement in accordance with clause 9, Salt’s Fees will continue to apply;

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

5.3.11    Where appropriate, request from Salt the replacement of any Consultant who, in the reasonable opinion of the Client, is not performing satisfactorily;

5.3.12    Ensure that the Client contact named in the Assignment Schedule has authority to bind the Client on matters relating to the Services and these Terms. The Client may change the Client contact at any time by giving Salt written notice to this effect;

5.3.13    Have the sole responsibility to satisfy itself that the Consultant has the necessary experience, qualification and skills to perform the Services prior to the Assignment Term. The Client undertakes to liaise with  the Consultant sufficiently to ensure the Client’s satisfaction in this regard;

5.3.14    notify Salt immediately and without delay and in any event within 24 hours if the Consultant fails to attend or perform work for the purposes of the Temporary Placement or the Consultant notifies the Client that he/she is unable to provide the Services for any reason; and

5.3.15    Promptly perform a risk assessment on a pregnant Consultant and make any necessary and appropriate reasonable adjustments.

6.    Agency Workers Regulations re: Temporary Placements

6.1    It shall be the responsibility of the Client and Salt to ensure that if the AWR apply 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 recruited directly by the Client.

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

6.3    The Client agrees and acknowledges that:

6.3.1    it shall provide accurate and up-to-date information to Salt on an on-going basis in relation to the Basic Working and Employment Conditions of comparable employees of the Client so as to ensure that the remuneration paid by Salt to the Consultant for the Temporary Placement complies with AWR;

6.3.2    it shall provide Salt with information on how they calculate holiday pay for comparable employees of the Client;

6.3.3    it shall complete Salt’s questionnaire, to Salt’s satisfaction and any other information requests as soon as reasonably practicable in order to ensure compliance with AWR; and

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

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

6.4    The Client warrants and undertakes that it 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.

6.5    In the event that Salt receives a written request from the Consultant in relation to the Client’s compliance with the AWR, Salt shall promptly pass such request to the Client; whereupon the Client shall compile a written statement setting out in sufficient detail the information necessary to comply with the AWR and present such statement to Salt by the date determined by Salt or in the absence of such date, within 10 days of receipt of such request.

7.    Timesheets and Fees re: Temporary Placements

7.1    The Client will ensure that an authorised representative signs timesheets as presented to the Client by the Consultant every Invoicing Period. Salt may require the Client to use IN TIME recording system.

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

7.3    Subject to clause 5.3.9 and in the event that the Client is dissatisfied with the performance of the Services or the hours worked, the Client should withhold [signature] of the timesheet and written notice outlining the reasons of such dissatisfaction and the timesheet to which it relates should be issued to Salt immediately.

7.4    Upon receipt of written notice of the Client’s dissatisfaction with the Services, both parties will negotiate in good faith to settle the dispute in a timely manner. The Client will not withhold or set-off any amounts in respect of any disputes with or claims against Salt, until and unless the same have been agreed.

7.5    The Client 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 the Client disputes and will not in any way prejudice the Client’s obligation for payment of any undisputed timesheet periods.

7.6    The Client will pay Salt at the standard rate specified in the Assignment Schedule for the time worked by the Consultant, which falls within the standard time specified in the Assignment Schedule. In addition, the Client will pay Salt the non-standard time rate for any non-standard time (both of which are specified in the Assignment Schedule), and the Client will pay a sum to Salt in lieu of the permitted expenses incurred by the Consultant.  The Fees and any other sums due to Salt are exclusive of Value Added Tax, which will be shown separately on any invoice submitted by Salt to the Client.

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

7.7.1    if the Temporary Placement is extended beyond the original Assignment Term;

7.7.2    if in Salt’s reasonable opinion the original job specification for the Consultant is added to and/or more responsibility is given to the Consultant;

7.7.3    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 Consultant’s limited company/intermediary;

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

7.7.5    if the Consultant is entitled to holiday over and above the statutory minimum as a result of the AWR,

in the above circumstances Salt will notify the Client in writing of any increase in the Fee or additional payments due from the Client in order to meet its obligations.

7.8    Salt will issue the Client with an invoice containing its Fees for each Temporary Placement every invoicing period in arrears and the Client will pay such invoices in GBP sterling unless it has been agreed that an alternative currency will be used as set out on the Assignment Schedule.

7.9    The Client will pay Salt’s invoices within 14 days of the date of the invoice. All sums due from the Client to Salt shall be paid in full without any set off, deduction or withholding whatsoever including for or on account of any taxes or other duties (including without limitation any withholding taxes).

7.10    All of Salt’s invoices will be deemed to be accepted in full by the Client unless the Client notifies Salt in writing within 5 working days of the date of the invoice, the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does so notify Salt 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 Salt in order to resolve the dispute as quickly as possible.

7.11    Time is of the essence, and if the Client does not pay any due and undisputed invoice within the payment terms referred to in clause 7.9 then, without prejudice to any other remedy:

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

7.11.2    All sums owing by the Client to Salt with respect to any other Temporary Placement will become due and payable immediately;

7.11.3    The Client will pay interest on all sums due from the date that payment of Salt’s 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 on a daily basis and compounded monthly;

7.11.4    The Client will indemnify Salt from and against any and all loss damage costs or expenses (including legal expenses on an indemnity basis) incurred as a result of the Client’s failure to pay its invoices on time or in taking steps to recover monies owed by the Client;  and

7.11.5    Salt may terminate any existing and future Temporary Placements that it has arranged for the Client 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 Salt for breach thereof by the Client.

7.12    In the event that there is a change in interpretation or implementation of the law regarding the calculation of holiday pay, which results in Salt or the Consultant’s limited company/intermediary being required to pay the Consultant additional monies to compensate for previously incorrectly calculated holiday pay during a Temporary Placement, Salt shall be entitled to invoice the Client for such sums and the Client shall be obliged to pay such additional sums plus VAT to the Company. Salt will advise the Client of this additional payment due via an invoice.

7.13    If the Temporary Placement is terminated as a result of the Consultant’s pregnancy and/or on maternity grounds for health and safety reasons and Salt is unable to find suitable alternative work for the Consultant and such Consultant is entitled to remuneration in accordance with Section 68C of the Employment Rights Act 1996, the Client agrees to pay Salt the full amount of remuneration that the Consultant is entitled to as a result, plus VAT.  Salt will advise the Client of this additional payment due via an invoice.

8.    Transfer Fees re: Temporary Placements

8.1    If the Consultant has opted out of the Conduct Regulations (which the Client should assume is the case in the absence of having been notified otherwise by Salt), the Client 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 Salt) any Consultant.

8.2    In the event of a breach of clause 8.1,

8.2.1    The Client shall be required to pay Salt the Transfer Fee.

8.2.2    Where the Engagement is initially for less than a year and Salt charges a Transfer Fee on that basis, but that Engagement (the “First Engagement”) is extended beyond the intended term (the “Extended Period”) or where the Client re-Engages the Consultant within the 12 month period following the end of the First Engagement (the “Second Engagement”), the Client shall pay Salt 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 the Client to Salt 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.

8.2.3    Notwithstanding clauses 8.2.1 and 8.2.2, if the Engagement of a Consultant is temporary and the Client makes payment to an employment business (other than Salt or any of its 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.

8.3    Where the Consultant has not opted out of the Conduct Regulations, if the Consultant has been offered an Engagement directly or indirectly by a Client or Third Party during the Relevant Period, the Client will be required to pay Salt the Transfer Fee or the Temp to Temp Fee (the latter will apply if the Engagement is of a temporary nature and the Client makes payment for the Consultant’s services to an employment business other than Salt or one of the Agency Affiliates) unless the Client has notified Salt within 5 working days of such offer of Engagement being made that it wishes 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 Salt considers to be the maximum rate achievable for such role). At the end of such 6 month period, no Transfer Fee is payable.

8.4    If the Client elects for the extended hire period referred to in clause 8.3, but before the end of such period the Client 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, the Client agrees to pay Salt 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 the Client.

8.5    No refund of the Transfer Fee will be paid in the event that the Client’s or Third Party’s direct or indirect Engagement of the Consultant subsequently terminates.

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

8.6.1    Any company within the Client’s Group;

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

8.6.3    Any partnership or joint venture in which the Client is a partner or joint venture;

8.7    The Client acknowledges in good faith that:

8.7.1    Salt’s main business is the introduction and provision of services of qualified and experienced consultants to clients;

8.7.2    In effecting such introductions, Salt is disclosing confidential information in which it has an interest and is entitled to protect;

8.7.3    In the absence of the restrictions contained in this clause, the Client might be in a position to take unfair advantage of Introductions effected by Salt and such confidential information, and thereby cause harm to Salt’s business;

8.7.4    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 Salt’s legitimate business interests; and

8.7.5    These Terms apply whether or not the Candidate or Consultant is Engaged by the Client for the same type of work as that for which the Introduction or Temporary Placement was originally effected.

8.8    For the avoidance of doubt, the Client is required to pay the Transfer Fee whether or not the Consultant is Engaged by the Client for the same type of work as that for which the Temporary Placement or Introduction was originally effected.

9.    Termination of Temporary Placement

9.1    A Temporary Placement may be terminated by:

9.1.1    The Client giving Salt written notice in accordance with the client notice period specified in the Assignment Schedule; and

9.1.2    Salt giving the Client written notice in accordance with the Salt Notice Period specified in the Assignment Schedule.

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

9.2.1    If the Consultant fails to provide the Services  to the satisfaction of the Client and the Client does not want Salt to find a suitable replacement;

9.2.2    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;

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

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

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

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

10.    Intellectual Property Rights re: Temporary Placement

10.1    Any copyright, patents and other intellectual property rights arising in the course of the Services will become and remain the Client’s sole property, and Salt will, at the Client’s expense, cooperate with any formal steps required by the Client to vest such rights in the Client.

11.    Liability re: Temporary Placements

11.1    Whilst Salt will confirm that a Consultant has the right to work in the UK and shall endeavour to obtain appropriate proof of qualifications, Salt cannot warrant and shall not be liable for any loss or expense by the Client (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 limited company/intermediary through which the Consultant is engaged.

11.2    Whilst reasonable efforts will be made by Salt to ensure that the Consultant has the required standard of qualification and experience, Salt 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.

11.3    As the Consultant is an independent Consultant, Salt expressly excludes any liability for project time frames or any liquidated damages relating to the Services.

11.4    The Consultant is not Salt’s employee. From the moment that the Consultant commences a Temporary Placement, the Client agrees to be responsible for all acts, errors or omissions of the Consultant, whether wilful, negligent or otherwise. The Client 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 the Client is ordinarily subject.

11.5    Salt will keep the Client 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 the Client’s or any third party’s supervision, direction or control of the Consultant or as a result of any other of the Client’s or any third party’s acts or omissions.

11.6    The Client shall indemnify and keep indemnified Salt against any costs, claims or liabilities incurred directly or indirectly by Salt arising out of any Temporary Placement or arising out of any breach of the Terms by the Client or arising out of the Client’s failure to comply with the AWR.

11.7    Salt agrees to indemnify the Client against any losses arising out of any ruling or award by a competent court or tribunal that an employment relationship exists between the Consultant and Client except in circumstances where such ruling, award or liability arises as a result of the acts or omissions of the Client, including but not limited to a breach of the Client’s obligations set out in clause 5.

Terms re: Supply of Candidates for Permanent Placements

12.    Services Agreement re: Permanent Placements

12.1    Clauses 1 and 2 and 12 to 24 of these Terms constitute the entire agreement between Salt and the Client in relation to any Permanent Placement vacancies that the Client instructs Salt that it wishes to fill and to any Introductions made with respect to any Candidate.

12.2    The Client authorises Salt to act on its behalf in seeking Candidates to fill any Permanent Placement vacancy and, if the Client so requests, Salt shall advertise for such Candidates through such methods as are agreed in advance with the Client.

13.    Salt’s Obligations re: Permanent Placements

13.1    Salt shall use reasonable endeavours to introduce one or more suitable Candidates to meet the requirements of the Client for any particular vacancy for a Permanent Placement. Salt will endeavour to check that a Candidate has the right to work in the UK and shall endeavour to obtain appropriate proof of qualifications.  All information given by Salt about any Candidate is given in good faith and in reliance of information given to Salt by the Candidate.

13.2    Notwithstanding clause 13.1, Salt does not take up references nor seek independent verification of the information supplied by any Candidate. Therefore, no warranty either express or implied is given by Salt 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. Salt shall not be liable for any loss or expense by the Client (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 Candidate.

14.    Client’s Obligations re: Permanent Placements

14.1    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.

14.2    The Client shall be wholly responsible for obtaining all right to work, security and other permits, verifying professional and academic qualifications, arranging examinations and/or investigations into the medical history of the Candidate (if the Client deems necessary) and obtaining verification with respect to any other requirements or qualifications required by the Client or law for the Permanent Placement vacancy.

14.3    To enable Salt to comply with its obligations under clause 13, the Client undertakes to provide to Salt 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.

14.4    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 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 their employment with the Client.

14.5    The Client shall inform Salt of any information it has that suggests it would be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the position which the Client seeks to fill.

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

15.    Fees & Charges re: Permanent Placements

15.1    In consideration for the search and supply of Candidates and a subsequent Engagement of a Candidate within 12 months of an Introduction, the Client shall pay Salt the Introduction Fee, which shall be calculated as a percentage of the Candidate’s Remuneration, plus Value Added Tax. In order to calculate the Introduction Fee, the relevant percentage that shall be applied in each case will depend on which of the Remuneration bands referred to below, the Candidate’s Remuneration falls into.

15.2    The Client shall inform Salt in writing within 4 hours of receipt of the Candidate’s details from Salt, if it has already received the Candidate’s details from another employment agency in relation to the same Permanent Placement vacancy. If Salt has not received such notification from the Client then, in the event of an Engagement within 12 months of the Introduction of the Candidate, the Client agrees to pay Salt the Introduction Fee.

15.3    Within 1 working day of the following events, the Client agrees to notify Salt in writing:

15.3.1    that the Client or any Third Party has directly or indirectly offered any Consultant Engagement orally or in writing (whichever is earlier);

15.3.2    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

15.3.3    of details of the Remuneration offered to the Candidate.

15.4    For the avoidance of doubt, the Client shall still be liable to pay Salt the Introduction Fee where an offer of Engagement has been made verbally or in writing by the Client (directly or indirectly) to a Candidate where: (a) the Client through its own actions discourages the Candidate from accepting the Engagement after an offer of Engagement has been made; or (b) the offer is subsequently withdrawn by the Client after the Candidate has accepted it.

15.5    Introductions of Candidates are confidential.  Where the Client discloses to a Third Party any details regarding a Candidate Introduced to the Client by Salt and that Third Party subsequently Engages the Candidate within 12 months from the Introduction, the Client shall pay Salt the Introduction Fee plus VAT and there shall be no entitlement to any rebate or refund to the Client or to the Third Party.

15.6    Where the amount of the actual Remuneration has not been disclosed to Salt within the time period referred to in clause 15.3, Salt will charge a fee calculated in accordance with clause 15.1 by replacing the unknown Remuneration figure with the maximum annual remuneration package that Salt considers to be applicable to the Engagement with regard to the general marketplace.

15.7    Where the Engagement is for a fixed term of less than 12 months, the Client shall pay Salt a fee, plus VAT, as follows:

15.8    If the Engagement is initially for less than a year and Salt charges an Introduction Fee on that basis, but that Engagement (the “First Engagement”) is extended beyond the initial term (the “Extended Period”) or where the Client re-Engages the Candidate within the 12 month period following the end of the First Engagement (the “Second Engagement”), the Client shall pay Salt a further Introduction Fee plus VAT based on the Candidate’s Remuneration for the Extended Period or the Second Engagement (as applicable), provided in each case that the total Introduction Fee payable by the Client to Salt is no more than it would have been had the Introduction Fee for the First Engagement been based on the Candidate’s Remuneration for the first year of the Engagement.

15.9    For the avoidance of doubt, the Client is required to pay the Introduction Fee whether or not the Candidate is Engaged during the 12 months immediately following the Introduction for the same type of work as that for which the Introduction was originally made.

15.10    Charges incurred by Salt at the Client’s written request in respect of advertising or any other matters will be charged to the Client in addition to the Introduction Fee and the Client will pay such charges to Salt irrespective of whether or not the Candidate is Engaged.

16.    Invoices re: Permanent Placements

16.1    Except in the circumstances set out in clause 15.5, 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 plus VAT and any charges.

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

16.3    All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated within clause 16.2 unless the Client notifies Salt in writing within 5 working days of the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does so notify Salt 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 Salt in order to resolve the dispute as quickly as possible.

16.4    Salt reserves the right to charge interest on invoiced amounts overdue at the rate of 2% above the Bank of England’s base rate, calculated on a daily basis and compounded monthly;

17.    Rebates re: Permanent Placements

17.1    If the Permanent Placement of the Candidate who was Engaged by the Client terminates within the Agreed Rebate Period, Salt will have Exclusivity for a period of 4 weeks to Introduce replacement Candidate(s) to the Client; and where the Client Engages a replacement Candidate, the Client shall pay Salt an Introduction Fee with respect to the replacement Candidate calculated in accordance with clause 15.1 above.

17.2    Where the Client qualifies for a rebate in accordance with clauses 17.1 and 17.3, the Client shall be entitled to a rebate of the Introduction Fee with respect to the Introduction Fee paid by the Client to Salt with respect to the original Candidate as follows:

Week in which the Permanent Placement ended    Percentage of original Introduction Fee to be rebated to the Client

Week in which the Permanent Placement ended Percentage of original Introduction Fee to be rebated to the Client

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

a)    the Client must notify Salt in writing that the Candidate’s Engagement has ended within 7 days of the Engagement ending or within 7 days of notice being given to end the Engagement, whichever is earlier;

b)    Salt’s invoice for the Introduction Fee must have been paid in full within the payment terms in accordance with clause 16.2;

c)    the Client has paid all sums owed to Salt in relation to any other Temporary Placements or Permanent Placements and otherwise in accordance with these Terms;

d)    the Candidate’s Engagement is not terminated by reason of redundancy (as defined in Section 139 of the Employment Rights Act 1996) or re-organisation or change in strategy of the Client;

e)    the Client has offered Salt Exclusivity in accordance with clause 17.1;

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 for any of the protected characteristics under the Equality Act 2010 or any other bullying by the Client or any of its staff.

17.4    Where the Client re-Engages the Candidate within the 12 month period immediately following the end of the Permanent Placement, any rebate paid to the Client under clause 17.2 with respect to that Candidate, shall be immediately repaid to Salt by the Client (plus VAT).

18.    Liability re: Permanent Placements

18.1    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.

Terms re: Temporary Placements and Permanent Placements

19.    Termination of Agreement

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

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

19.2.1    If the other commits any material breach of this Agreement or the Assignment Schedule and fails to remedy the breach within seven (7) days of being required in writing to do so; or

19.2.2    If an order is made or an effective resolution is passed for the winding up of that other party (other than for the purpose 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.

20.    Liability in all cases

20.1    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 breach by the Client, any company within the Client’s group or a Third party, or any of its 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

c)    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.

20.2    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.

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

20.4    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.

20.5    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.

20.6    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.

20.7    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 £1,000,000 for all claims, costs, damage and losses under or in connection with a Temporary Placement or Permanent Placement.

21.    Equal Opportunities

21.1    Salt is committed to equal opportunities and expects the Client to comply with all anti-discrimination legislation including but not limited to the Equality Act 2010 as regards the selection and treatment of Candidates and Consultants.

22.    Confidentiality and Data Protection

22.1    All information relating to a Candidate and Consultant is confidential and where that information relates to an individual is also subject to the Data Protection Act 1998 and 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 and the Client undertakes to abide by the provisions of the Data Protection Act 1998 in receiving and processing the data at all times.

22.2    Both parties recognise that information disclosed to the other in the course of the negotiation of and the performance of a Temporary Placement or Permanent Placement will contain and incorporate confidential information in which the other has an interest.

22.3    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.

22.4    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.

22.5    The Client shall 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.

23.    General

23.1    Any failure by Salt 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 nor shall it prejudice Salt’s right to take action in respect of the same or any later breach. 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 Salt Contracts Limited, Salt Search Limited or the Consultant to enforce any provision of these Terms against the Client. If any of the provisions of this Agreement shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining provisions, which shall continue to be valid to the fullest extent permitted by applicable laws.

23.2    Salt 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 Salt’s reasonable control including without limitation, fire, floods, storms, earthquakes, natural physical disasters, acts of war, acts of terrorism or threats of, or industrial action or acts of government.

23.3    Any notice under these Terms shall be made in writing.  Notices may be sent by post, fax or email. 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. Any notice served by fax shall be deemed to have been received on transmission as evidenced by the transmission report. Correctly addressed emails shall be deemed to be received in despatch, as evidenced by hardcopy printouts.

24.    Governing Law & Jurisdiction

24.1    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.

24.2    Where these Terms are also provided in a language other than English, whilst the translation is believed to be accurate, no warranty to that effect is given, and the English language version will prevail.