CLIENT TERMS OF BUSINESS

For the introduction of permanent staff (to be directly employed by the client)

1. DEFINITIONS

1.1. In these Terms the following definitions apply:

“Agency” means Specialist Medicine Recruitment Ltd a company incorporated and registered in England and Wales with registered company number 13094360 whose registered office address is at 17 Diamond Court, Opal Drive, Fox Milne, Milton Keynes, England, MK15 0DU;

“Agency’s Fee” means the fee payable by the Client to the Agency in accordance with these terms (as applicable) for such amount as is calculated in accordance with the Agency’s fee structure on remuneration and such fee is based on the amount of Remuneration payable to the Applicant;

“Applicant” means the person Introduced by the Agency to the Client for an Engagement including any officer or employee if the Applicant provides services through a limited company.

“Business Day” means a day other than a Saturday, Sunday or public holiday when banks in London are open for business;

“Client” means the person, firm, public or corporate body who enters into this Contract with the Agency;

“Contract” means the contract between the Agency and the Client which is formed in accordance with clause 2.1;

“Engagement” means the engagement, employment or use of the services of the Applicant directly by the Client or indirectly on behalf of the Client by any third party on a permanent or temporary basis, whether: under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement for a position which the Client seeks to fulfil and “Engages” and “Engaged” shall be interpreted accordingly;

“Introduction” means (i) the Client’s interview of the Applicant in person or by telephone, following the Client’s instruction to the Agency to search for an applicant for a position which the Client seeks to fulfil; or (ii) the passing to the Client of a curriculum vitae or information which identifies the Applicant and which leads to an Engagement of that Applicant and “Introduced” and “Introduce” shall be interpreted accordingly;

“Remuneration” includes the first year’s base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Applicant for services rendered to or on behalf of the Client. Where the Client provides a company car, a notional amount of £5,000 p.a. ( plus VAT ) will be added to the salary in order to calculate the remuneration. For the purposes of this definition, where the amount of the actual Remuneration is not known the Remuneration will be the minimum level of remuneration applicable for the position in which the Applicant has been engaged with regard to any information supplied to the Agency by the Client and/or comparable positions in the market generally for such positions;

“Terms” means the Agency’s terms of business which are set out in this document; and

“VAT” means value added tax chargeable under the Value Added Tax Act 1994.

1.2 In these Terms unless the context otherwise requires:

1.2.1 words importing the singular include the plural, words importing any gender include every gender and a reference to persons includes bodies corporate and unincorporated and public (in each case) vice versa;

1.2.2 the words “including” or “include” and words of similar effect shall not be deemed to limit the general effect of the words which precede them;

1.2.3 reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted;

1.2.4 any reference to a party in these Terms includes a reference to its successors in title and permitted assigns;

1.2.5 the headings in these Terms are for ease of reference only and shall not affect the interpretation or construction of these Terms; and

1.2.6 the Schedule forms part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the Schedule.

2. THE CONTRACT

2.1. These Terms are deemed to be accepted by the Client on the earlier of: the Agency Introducing the Applicant to the Client; the Client instructing the Agency to supply details of the Applicant for a position which the Client seeks to fulfil; or the passing of any information about the Applicant by the Client to any third party following an Introduction by the Agency, at which point the “Contract” will come into existence.

2.2. The Contract constitutes the entire agreement between the parties and unless otherwise agreed in writing by a director or manager of the Agency, these Terms prevail over any terms of business or purchase conditions the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. NOTIFICATION AND INTRODUCTION FEES AND RETAINED ASSIGNMENT FEES

3.1. The Client agrees:

3.1.1 to notify the Agency immediately of any offer of an Engagement which it makes to the Applicant; and

3.1.2 to notify the Agency immediately if its offer of an Engagement made to the Applicant has been accepted by the Applicant
and shall provide details to the Agency of: the Remuneration which it will provide to the Applicant in connection with such
Engagement; and the start date (or anticipated start date) of such Engagement.

3.2. Except in the circumstances set out in clause 5.1 and 6.2 below, no fee will be incurred by the Client unless and until the Applicant commences the Engagement. The Client shall notify the Agency in writing on the date the Applicant commences the Engagement and the Agency will render an invoice to the Client for the Agency’s Fee. The Client shall pay the Agency’s Fee within 30 days of the date of the Agency’s invoice.

3.3. If the Client fails to make any payment due to the Agency under this Contract by the due date for payment, then the Agency reserves the right if legal proceedings are commenced to charge interest on any overdue amounts at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of actual payment of the overdue amount. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.

3.4. The Agency’s Fee and all other sums due under this Contract are exclusive of amounts in respect of VAT. The Client shall (if applicable) pay to the Agency such additional amounts in respect of VAT as are chargeable.

3.5. If the Applicant is Engaged by the Client for a fixed term of less than 12 months (the “Fixed Term”), the Agency Fee will be calculated on a pro-rata basis subject to a minimum fee of £1000.00. If such Engagement is extended beyond the Fixed Term or if the Client re-engages the Applicant within 6 calendar months from the date of termination of the Fixed Term the Client shall be liable to pay an additional fee to the Agency based on the additional Remuneration payable during the extended period following the Fixed Term or during the period in which the Applicant has been re-engaged.

3.6 If the Client re-engages or engages (as applicable) the Applicant within the period of 6 calendar months from the date of termination of an Engagement or from the date of a withdrawal of an offer of Engagement, the Agency’s Fee shall become due to the Agency in connection with such Engagement in accordance with clause 3.2.

3.7 The Client acknowledges that the Agency has no authority to compel the Applicant to carry out, undertake and/or fulfil the Engagement. The Agency shall not be liable for any losses, costs, damages or expenses incurred by the Client arising from or in connection with the failure by the Applicant to carry out, undertake and/or fulfil all or any part of the Engagement.

3.8 The Introduction Fee shall be pursuant to the NHS fee scale for permanent recruitment ( as varied from time to time ) a copy of which is set out in the Schedule payable following the start of the relevant Engagement.

3.9 Changes to the Introduction Fee may be made by the Agency from time to time by providing notice to the Client as required under these terms.

3.10 Where the Client instructs the Agency to supply a number of Applicants for one or more Engagements the Agency may at its election consider this to be a Retained Assignment.

3.11 If applicable a Retained Assignment Fee shall be 17.5% of the Remuneration payable to the Applicant for the Engagement chargeable in three equal instalments. The first instalment shall be invoiced on receipt of the instructions, the second instalment invoiced on the provision of the shortlist and the third instalment invoiced on the Applicant’s acceptance of the Client’s offer of Engagement. Instructions need to include full particulars of the Remuneration payable for the Engagement.

3.12 Where more than one appointment is made from the same shortlist an Introduction Fee shall be chargeable for each additional Applicant appointed and will be invoiced as a single payment upon the Applicant’s acceptance of the offer of Engagement.

3.13 A shortlist shall be a minimum of 1 Applicant. Should the Client cancel or alter the Retained Assignment at any time after the first instalment is invoiced the first instalment shall be payable and a proportion of the shortlist instalment calculated pro-rata to the amount of work carried out on the Retained Assignment payable.

3.14 If the Client cancels or alters the Retained Assignment after the provision of the shortlist, the first and second instalment shall be payable and a proportion of the final instalment calculated pro-rata to the amount of work carried out on the Retained Assignment payable.

3.15 Additional shortlists supplied as a result of changes to the Retained Assignment or because the Client requested additional shortlists of Applicants will be charged separately at the instalment fee for provision of a shortlist under the Retained Assignment.

3.16 If the Client requires advertising in connection with the Retained Assignment the advertising costs will be invoiced on the day the advert booking is confirmed and are non refundable.

3.17 Introduction Fees and Retained Assignment Fees are subject to a minimum fee amount of £4000.00.

4. REFUNDS

4.1. The Agency will refund a proportion of the Agency Fee to the Client if the Engagement terminates before the expiry of 12 weeks from the commencement of such Engagement (except where the Applicant is made redundant), provided the Client has paid the Agency’s Fee within 30 days of the date of the Agency’s invoice and has notified the Agency in writing of the termination of such Engagement within 7 days of its termination. The Agency will refund a proportion of the Agency’s Fee in accordance with the scale of refund set out in the Schedule and the Agency shall pay such refund to the Client within 30 days’ of the date the Client provides written notification to the Agency that the Engagement has terminated.

4.2. The Client shall not be entitled to receive a refund in accordance with clause 4.1, if the Client re-engages or engages (as applicable) the Applicant in any of the circumstances set out in clause 3.6. If the Agency has refunded a proportion of the Agency Fee to the Client in accordance with clause 4.1 before it becomes aware that the Client has re-engaged or engaged (as applicable) the Applicant in the circumstances set out in clause 3.6, the Client shall pay, on demand, an amount equivalent to the proportion of the Agency Fee which was refunded to the Client in accordance with clause 4.1.

5. CANCELLATION FEE

5.1. The Agency will include a nominal administration fee of £500 should the Client withdraw an offer made to a candidate after the candidate has satisfied all pre-employment checks, which must be communicated to the Agency at the time of booking. The Agency will render an invoice to the Client in respect of such fee and the Client shall pay such fee within 30 days of the date of the Agency’s invoice.

6. INTRODUCTIONS

6.1. The disclosure by the Client to any third party of any details of the Applicant, which results in an Engagement by such third party of the Applicant within 6 months of the date of such disclosure, renders the Client liable to pay the Agency’s Fee with no entitlement to a refund under clause 4.

6.2. The Client shall pay the Agency’s Fee if the Applicant is Engaged as a consequence of or resulting from an Introduction made by or through the Agency, whether direct or indirect, within 6 months from the date of the Agency’s Introduction of the Applicant.

7. SUITABILITY AND REFERENCES

7.1. The Agency shall: obtain confirmation of the Applicant’s identity; notify the Agency that the Applicant has the experience, training, qualifications and any authorisations which the Client considers necessary in connection with the Engagement (provided the Client has notified the Agency in advance of its requirements) or which may be required by law or by any professional body in connection with the Engagement; and obtain confirmation from the Applicant that the Applicant is willing to work to work in the position which the Client seeks to fill.

7.2. The Agency shall provide the information set out at clause 7.1 to the Client at the same time as it passes the Client a curriculum vitae or information which identifies the Applicant to the Client. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the Agency by the end of the third Business Day following the date the Agency passes the Client a curriculum vitae or information which identifies the Applicant save where the Applicant is being proposed for a position which is the same as one in which the Applicant has worked within the previous five Business Days and such information has already been given to the Client, unless the Client requests that such information be resubmitted.

7.3. The Agency will use its reasonable endeavours to take all such steps as are reasonably practicable to ensure that the Client and the Applicant are aware of any requirements imposed by law or any professional body to enable the Applicant to work in the position which the Client seeks to fill.

7.4. The Agency will use its reasonable endeavours to make all enquiries as are reasonably practicable to ensure that it would not be detrimental to the interests of either the Client or the Applicant for the Applicant to work in the position which the Client seeks to fill.

7.5. Notwithstanding clauses 7.1 to 7.4 (inclusive) above, the Client shall satisfy itself as to the suitability of the Applicant and the Client shall investigate any references provided by the Applicant to it or the Agency before Engaging such Applicant. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, the arrangement of medical examinations and/or investigations into the medical history of the Applicant and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Applicant is engaged to work.

7.6. To enable the Agency to comply with its obligations under this Contract and clauses 7.1 to 7.4 (inclusive) above the Client undertakes to provide to the Agency with details of:

7.6.1 the identity of the Client and (if applicable) the nature of the Client’s business;

7.6.2 the position which the Client seeks to fulfil, including the type of work that the Applicant would be required to undertake and the location and hours of such work;

7.6.3 the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Applicant to possess in order to work in the position the Client seeks to fulfil;

7.6.4 any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;

7.6.5 the duration or likely duration of the position which the Client seeks to fulfil;

7.6.6 the minimum rate of Remuneration, expenses and any other benefits that would be offered in connection with the position which the Client seeks to fulfil; and

7.6.7 the intervals of payment of Remuneration and the length of the period of notice required to be given to terminate the position which the Client seeks to fulfil.

8. SPECIAL SITUATIONS

8.1. Where the Applicant is required by law, or any professional body to have any qualifications or authorisations to work on the Engagement or the Engagement involves caring for or attending one or more persons under the age of eighteen or any person who by reason of age, illness, disability, infirmity or who is otherwise in need of care or attention, the Agency will take all reasonably practicable steps (to the extent it is able) to procure and offer to provide copies of:

8.1.1 any relevant qualifications or authorisations of the Applicant; and

8.1.2 two references from persons not related to the Applicant who have agreed that the references they provide may be disclosed to the Client and, if the Agency is unable to do any of the above (as set out in clause 8.1.1 or 8.1.2) it shall inform the Client of the steps it has taken to obtain this information.

8.2. The Client undertakes not to supply the Applicant to perform the duties normally performed by a person who is taking part in official industrial action or duties normally performed someone who has been transferred by the Client to perform the duties of the person on strike or taking official industrial action.

9. LIABILITY

9.1. Nothing in this Contract limits or excludes either parties’ liability for:

9.1.1 death or personal injury caused by its negligence;

9.1.2 fraud or fraudulent misrepresentation; or

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

9.2. Subject to clause 9.1, the Agency shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Contract for:

9.2.1 loss of profits;

9.2.2 loss of sales or business;

9.2.3 loss of agreements or contracts;

9.2.4 loss of anticipated savings;

9.2.5 loss of or damage to goodwill;

9.2.6 loss of use or corruption of software, data or information; and

9.2.7 any indirect or consequential loss.

9.3. Subject to clause 9.1 and clause 9.2, the Agency’s total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Contract shall be limited to an amount equivalent to 125% of the total fees paid by the Client to the Agency in the 12 month period immediately preceding the date on which the claim arose.

9.4. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Contract.

9.5. The Applicant is deemed to be under the direction, control and supervision of the Client for the duration of the Engagement. The Agency shall not liable for any loss, liability, costs (including reasonable legal costs), damages or expenses incurred by the Client as a result of or in connection with:

9.5.1 the Applicant failing to carry out the Engagement or failing to carry out the Engagement in accordance with the Client’s requirements (whether contractual or otherwise) or if the Applicant terminates the Engagement; and/or

9.5.2 any negligent or reckless act, dishonesty, misconduct, lack of skill, omission or default of the Applicant during the Engagement.

9.6 The Client shall indemnify the Agency in respect of any loss, liability, costs (including reasonable legal costs), damages or expenses suffered or incurred by the Agency in connection with any claim made against the Agency by any third party arising out of or in connection with:

9.6.1 the Applicant failing to carry out the Engagement or failing to carry out the Engagement in accordance with the Client’s requirements (whether contractual or otherwise) or if the Applicant terminates the Engagement;

9.6.2 any negligent or reckless act, dishonesty, misconduct, lack of skill, omission or default of the Applicant during the Engagement; and

9.6.3 the Client’s breach, negligent performance or failure or delay in performance of this Contract.

9.7 The Client will comply in all respects with all relevant statutes, by-laws and legal requirements.

9.8. The Client shall be fully responsible for and shall indemnify the Agency for and in respect of any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Applicant against the Agency arising out of or in connection with the Engagement.

10. CONFIDENTIALITY

10.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 10.2.

10.2. Each party may disclose the other party’s confidential information:

10.2.1 to its employees, officers, representatives 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 Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 10; and

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

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

10.4. The provisions of this clause 10 will survive termination or expiry of this Contract.

11. TERMINATION

11.1. Either party may terminate this Contract at any time by giving the other party at least 1 month’s written notice.

11.2. Without affecting any other right or remedy available to it, either party may terminate this Contract at any time with immediate effect by providing written notice to the other party, if:

11.2.1. the other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so;

11.2.2. the other party repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract or refuses or neglects to comply with any reasonable and lawful directions of the first party;

11.2.3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts an order is made or a resolution is passed for the dissolution or winding-up of the other party or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party or such an administrator is appointed or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by the other party or its trustees, officers, directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the other party’s assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the court to make a winding-up or bankruptcy order or the other party takes or suffers any similar or analogous action in consequence of debt in any jurisdiction; and/or

11.2.4. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

12. CONSEQUENCES OF TERMINATION

12.1. On the date this Contract is terminated:

12.1.1. the Client will immediately pay to the Agency any outstanding Agency’s Fees together with all other charges and interest due under this Contract; and

12.1.2. each party shall within 30 days of the date of termination destroy (or arrange for the destruction of) all confidential information of the other party which a party holds or is responsible for, or at the other party’s option, return (or arrange for the return of) all such confidential information to the other party and confirm in writing (at the other party’s request) that it no longer holds any such confidential information.

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

12.3. Termination or expiry of this Contract will not affect any rights, remedies, obligations or liabilities of either party that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination or expiry.

13. GENERAL

13.1. Assignment and other dealings.

13.1.1. The Agency may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Contract.

13.1.2. The Client may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Contract without the prior written consent of the Agency.

13.2. Notices.

13.2.1. Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.

13.2.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, 1 Business Day after transmission.

13.2.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13.3. Severance. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract.

13.4. Waiver. A waiver of any right or remedy under this Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.5. Third party rights. A person who is not a party to this Contract shall not have any rights to enforce its terms.

13.6. Variation. No variation or alteration to this Contract shall be valid unless the details of such variation are agreed between the Agency and the Client and are set out in writing. The Agency shall provide a copy of the varied Contract to the Client within 5 Business Days of the date the Contract was varied stating the date on or after which such variations shall take effect.

13.7. Further assurance. The Client shall promptly execute and deliver such documents, provide such information and perform such acts as may reasonably be required for the purpose of giving full effect to this Contract.

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

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

THE SCHEDULE SCALE OF REFUND

1. The following scale of refund only applies in the event that the Client complies with the provisions of clause 4 of this Contract.

2. The scale of refund shall be as follows: