1. Terms and Conditions Interpretation

‍1.1 The following definitions and rules of interpretation apply in these terms and conditions.

‍1.2 Definitions

‍Business Day a day other than a Saturday, Sunday or public holiday in Scotland, when banks in Edinburgh are open for business.Commencement Date has the meaning given in clause 2 (Basis of Contract).

‍Conduct Regulations 2003 the Conduct of Employment Agencies and Employment Business Regulations 2003 (SI 2003/3319).

‍Consultant the consultant provided by the Provider to the Client to carry out the Services, as set out in the Contract Details.Engage the employment or engagement of a Worker as a direct result of any Introduction to the Client by the Provider and the terms Engaged or Engagement shall be construed accordingly.

‍Introduce the provision to the Client of information by the Provider which identifies the Worker and Introduction and Introduced shall be construed accordingly.

‍Fees the total fees payable by the Client for the supply of the Services by the Provider, including the Monthly Fees and the Joining Fee

‍Joining Fee the Joining Fee payable by the Client to the Provider to secure the Services, as set out in the Contract Details.

Monthly Fees the fees payable monthly by the Client for the supply of the Services by the Provider, as set out in the Contract Details.

‍Order the Client’s order for Services as set out in the Client’s Contract Details

Screen carry out pre-vetting checks to the level and criteria as required by the Client from time to time and Screening shall be construed accordingly.

Services the services provided by the Provider to the Client, as described in clause 3.2 and set out in the Contract Details

Worker an individual worker Identified and Introduced by the Provider to the Client.

‍Vacancies the Client’s vacant positions as the Client informs the Provider during the Services Period in accordance with this Agreement and the term Vacancy shall be construed accordingly.

‍VAT value added tax chargeable in the UK.

Vulnerable Person has the meaning given in regulation 2 of the Conduct Regulations 2003.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.5 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.6 Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in Scotland from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11pm on 31 January 2020.

1.7 A reference to writing or written includes fax and email.

‍2. Basis of Contract

‍2.1 The Order constitutes an offer by the Client to purchase the Services in accordance with these conditions.

2.2 The Order shall only be deemed to be accepted when the Provider issues written acceptance of the Order at which point and on which date this Agreement shall come into existence (Commencement Date) and shall continue, unless terminated earlier in accordance with its terms, until the end of the Services Period.

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. .

‍3. Provider’s obligations

‍3.1 In exchange for payment of the Fees, the Provider shall provide the Services to the Client from the Commencement Date in accordance with this Agreement.

3.2 The Services shall consist of:

3.2.1 searching for and Introducing the agreed number of Workers to the Client who meet the Client’s stipulated minimum criteria for the Vacancies and are Engaged by the Client; and

3.2.2 allocating a specific recruitment consultant to the Client, as set out in the Contract Details. The Consultant will be responsible for carrying out the services detailed in paragraph

3.2.1.3.3 The Provider shall take instructions from the Client’s Representative or the Client’s HR Department only. The Provider shall not provide any information about Workers, by any means, to any other department or staff of the Client, without the express prior written authorisation of a representative of the Client’s HR Department

3.4 The Provider shall Screen Workers before Introducing them to the Client and shall Introduce to the Client only Workers who meet the minimum criteria for the Vacancy stipulated by the Client in accordance with clause 4 and who have an interest in the Vacancy for which they are Introduced. Where a Worker is required by law or any professional body to have any qualifications, authorisations or certification to fill a Vacancy or the Vacancy involves working with any Vulnerable Persons, the Provider shall take all reasonably practicable steps to obtain, and offer to provide copies of, any relevant qualifications or authorisations or certification and two references. The Provider shall also take all reasonably practicable steps to confirm that the Worker is suitable for the Vacancy. If the Provider is unable to fully comply with these requirements, it shall inform the Client of the steps it has taken to obtain the necessary information.

3.5 Prior to the Engagement of any Worker by the Client, the Provider shall send the Client written confirmation of:

3.5.1 the identity of the Worker; and

3.5.2 the Worker’s experience, training, qualifications and authorisations necessary for the Vacancy.

3.6 In the unlikely event that the Client is unsatisfied with the Services carried out by their chosen Consultant, the Provider should be informed immediately and the Provider shall supply the Client with a portfolio of alternative consultants. The Client will be free to choose a replacement consultant from the portfolio for the remainder of the Services Period at no additional cost to the Client.

3.7 In the event that a Worker’s Engagement by the Client is ended for any reason, the Provider shall not be obliged to Introduce another Worker to fill that Vacancy and the Client shall not receive a refund.

‍4. Client’s obligations

‍When making a request for the provision of a Worker to fill a Vacancy, the Client will give the Provider details of:

4.1.1 the date on which the Client requires the Worker to commence work, and the duration, or likely duration, of the Vacancy;

4.1.2 the Vacancies which the Client seeks to fill, including the type of work the Worker in that position would be required to do, the location at which, and the hours during which, the Worker would be required to work,

4.1.3 any expenses payable by or to the Worker;

4.1.4 the minimum wage, benefits, method of payment, and notice periods for termination (where applicable); and

4.1.5 the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law, or by any professional body, for the Worker to possess in order to work in the Vacancy.

‍5. Fees and VAT

‍5.1 The Provider shall invoice the Client for the Joining Fee, which shall be payable by the Client within 14 days of the date of the Agreement.

5.2 In consideration for the provision of the Services, the Client will pay the Provider the Monthly Fees as set out in the Contract Details.

5.3 The Monthly Fees shall be payable via direct debit to a bank account nominated in writing by the Provider.

5.4 All amounts payable by the Client exclude amounts in respect of value added tax (VAT), which the Client shall additionally be liable to pay to the Provider at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

5.5 The first Monthly Fee shall be payable on the later of:

5.5.1 The first Business Day of the month this Agreement came into existence; or

5.5.2 the [10th] day after this agreement came into existence. Thereafter the Monthly Fee shall be payable on the first Business Day of each month for the duration of the Services Period.

5.6 If the Client fails to make any payment due to the Provider under this Agreement by the due date for payment, then, without limiting the Provider’s remedies under Clause 6 (Termination):

5.6.1 the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of Scotland’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%;

5.6.2 the Provider may suspend all Services until payment has been made in full.

5.7 All amounts due under this Agreement from the Client to the Provider shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

‍6. Termination

‍6.1 Without affecting any other right or remedy available to it, either party to this Agreement may terminate it with immediate effect by giving written notice to the other party if:6.1.1 the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;

6.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or

6.1.3 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.

7. Survival

7.1 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

7.2 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

‍8. Announcements8.1 Neither party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

‍9. Audit and record-keeping

‍9.1 For the duration of this Agreement and for a period of six years from the termination or expiry of this Agreement, the Provider shall maintain full and accurate records of:9.1.1 the services provided by the Provider under this Agreement including how it has complied with its obligations under clause 3 (Provider’s obligations);

9.1.2 the Screening undertaken on any Workers; and

9.1.3 the insurance certificates and details of cover referred to in clause 10.9.2 The Provider shall promptly on request provide the Client or the Client’s representatives with copies of such records referred to in clause 9.1 as the Client may from time to time reasonably request and the Provider shall provide the Client or the Client’s representatives with access, on reasonable notice and within normal working hours, to any of its premises for the purposes of inspecting and/or taking copies of such records.

‍10. Insurance

‍10.1 The Provider has in force, with a reputable insurance company, professional indemnity insurance in an amount not less than £[AMOUNT] and shall on the Client’s request, produce both the insurance certificate giving details of the cover and the receipt for the current year’s premium.

‍11. Liability

‍11.1 The Provider does not exclude liability in any way for:

11.1.1 death or personal injury caused by its negligence or negligence of its employees, agents or subcontractors;

11.1.2 fraud or fraudulent misrepresentation;

11.1.3 any other liability which cannot be excluded or limited by law.

11.2 The Provider shall not be liable to the Client for any loss of production, profits or business, or any inconsequential or indirect loss which may arise in connection with the Services.

‍12. Confidentiality

‍12.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of two years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 12.2.

12.2 Each party may disclose the other party’s confidential information:

12.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. The Client shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and

12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

‍13. Data protection

‍13.1 The following definitions apply in this clause 13:Agreed Purposes: Searching for and identifying appropriate Workers for the Client.

Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

Permitted Recipients: the parties to this Agreement, the employees of each party, and any third parties engaged to perform obligations in connection with this Agreement.

Shared Personal Data: the personal data to be shared between the parties under this Agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: name, address and contact details, including email address and telephone number; details of qualifications, skills, experience and employment history; information about entitlement to work in the UK; interview and assessments, and; references from former employers.UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

13.2 This clause 13 sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

13.3 Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation.

13.4 Each party shall:

13.4.1 ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;

13.4.2 give full information to any data subject whose personal data may be processed under this Agreement of the nature such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

13.4.3 process the Shared Personal Data only for the Agreed Purposes;

13.4.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

13.4.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;

13.4.6 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and

13.4.7 not transfer any personal data outside of the European Economic Area unless the transferor:

13.4.7.1 complies with the provisions of Article 26 of the General Data Protection Regulation (in the event the third party is a joint controller); and

13.4.7.2 ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the General Data Protection Regulation; (ii) there are appropriate safeguards in place pursuant to Article 46 of the General Data Protection Regulation; or (iii) one of the derogations for specific situations in Article 49 of the General Data Protection Regulation applies to the transfer.

13.5 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

13.5.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

13.5.2 promptly inform the other party about the receipt of any data subject access request;

13.5.3 provide the other party with reasonable assistance in complying with any data subject access request;

13.5.4 not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;

13.5.5 assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

13.5.6 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

13.5.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the personal data;

13.5.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

13.5.9 maintain complete and accurate records and information to demonstrate its compliance with this clause 13 and allow for audits by the other party or the other party’s designated auditor; and

13.5.10 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

‍14. Non-solicitation

‍14.1 Neither party shall, either on its own account or in partnership or association with any person, firm, company or organisation, or otherwise and whether directly or indirectly during, or for a period of six months from, the end of the term of this Agreement, solicit or entice away or attempt to entice away or authorise the taking of such action by any other person, any key executive of the other party who has worked on the services provided under this Agreement at any time during the term of this Agreement other than by means of a national advertising campaign open to all-comers and not specifically targeted at such executives of the other party.

‍15. Assignation and other dealings

‍15.1 Neither party shall assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the other.

‍16. No partnership or agency

‍16.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

16.2 Nothing in this Agreement is intended to, or shall be deemed to, establish any contract between the Provider and any Worker including but not limited to any contract of employment or agency.

‍17. Variation

‍17.1 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

‍18. Entire agreement

‍18.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

‍19. Force majeure

‍Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement, including payment, if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this Agreement by giving 14 days’ written notice to the affected party.

‍20. Severance

‍20.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

‍21. Third party rights

‍21.1 This Agreement does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 for any third party to enforce or otherwise invoke any term of this agreement.

22. Notices

22.1 Any notice given under this Agreement shall be in writing and shall only be deemed to be properly served if sent:

22.1.1 by recorded delivery to the address for the Client or the Provider as set out in the Contract Details, or to such other address as the Client or Provider shall specify to the other in writing; or

22.1.2 sent by email to the email address specified in the Contract Details

22.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

‍23. Governing law and jurisdiction

‍23.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Scotland.

23.2 Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.