TERMS AND CONDITIONS OF BUSINESS

1 DEFINITIONS

1.1 In these Terms of Business the following definitions apply:
?Applicant? means the person introduced by the Company to the Client for an Engagement including any members of the Company?s own staff;
?Client? means the person, firm or corporate body together with any subsidiary or associated company as defined by, the Companies Act 1985 to whom the Applicant is introduced;
?Company? means Abacus Employment Services (Commercial Division);
?Engagement? means the engagement, employment or use of the Applicant by the Client on a permanent or temporary basis, whether under a contract of service or for services under an agency, licensee, franchise or partnership agreement; or any other engagement.
?Introduction? means: the Client?s interview of an Applicant in person or by telephone, following the Client's instruction to the Company to search for an Applicant; or the passing to the Client of a curriculum vitae or other information which identifies the Applicant and which leads to an Engagement of that Applicant by the Client.
?Remuneration? includes base salary, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of' company car and all other payments and taxable (and, where applicable, nontaxable) emoluments payable to or receivable by the Applicant for services rendered to or on behalf of the Client. Where a company car is provided by the employer, a notional amount of £2000 will be added to the salary in order to calculate the Company?s fee.

1.2 References to the singular include the plural and.references to the masculine include the feminine and vice versa where the context requires it.

1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.

2 THE CONTRACT

2.1 These Terms of Business are deemed to be accepted by the Client by virtue of an Introduction to, or the Engagement of an Applicant.

2.2 Unless otherwise agreed in writing by a director of the Company, these Terms of Business shall prevail over any other terms of business or purchase conditions put forward by the Client

2.3 No variation or alteration of these Terms of Business shall be valid unless approved in writing by a director of the Company.

3 NOTIFICATION AND FEES

3.1 The Client agrees:
(a) to notify the Company immediately of any offer of an Engagement which it makes to the Applicant;
(b) to notify the Company immediately that its offer of an Engagement to the Applicant has been accepted and to provide details of the Remuneration to the Company; and
(c) to pay the Company's fee within 14 days of the date of invoice.

3.2 No fee is incurred by the Client until the Applicant commences the Engagement when the Company will render an invoice to the Client for its fees.

3.3 The Company reserves the right to charge interest on invoiced amounts unpaid for more than 14 days at the rate of 4% per annum above the base rate from time to time of Barclays Bank from the due date until the date of actual payment.

3.4 The fee payable to the Company by the Client for an Introduction resulting in an Engagement is calculated in accordance with the following Fee Structure on the Remuneration applicable during the first 12 months of the Engagement. VAT will be charged on the fee if applicable.
Salary Range Fee%
Up to £9,999 10%
£10,000 - £14,999 12.5%
£15,000 - £19,999 15%
£20,000 and above 18%

4. REFUND GUARANTEES

4.1 In order to qualify for the following guarantees, the Client must pay the Company's fee within 14 days of the date of invoice and must notify the Company in writing of the termination of the Engagement within 7 days of its termination.

4.2 If the Engagement terminates before the expiry of 10 weeks from the commencement of the Engagement (except where the Applicant is made redundant) the fee will be rebated in accordance with the following Scale of Rebates:
SCALE OF REBATES
For engagements terminating Refund
during or at the end of
weeks 1 & 2 100%
weeks 3 & 4 75%
week 5 60%
week 6 50%
week 7 40%
week 8 30%
week 9 20%
week 10 10%

4.3 Should the Client or any subsidiary or associated company of the Client subsequently re-engage the Applicant within the period of 6 calendar months from the date of termination of the Engagement a full fee calculated in accordance with clause 3.4 above becomes payable, with no entitlement to the refund.

5 INTRODUCTIONS

5.1 Introductions of Applicants are confidential. The disclosure by the Client to a third party of any details regarding an Applicant introduced by the Company which results in an Engagement with that third party within 6 months of the Introduction renders the Client liable to payment of the Company's fee as set out in clause 3.4 with no entitlement to any refund.

5.2 An introduction fee calculated in accordance with clause 3.4 will be charged in relation to any Applicant engaged as a consequence of or resulting from an introduction by or through the Company, whether direct or indirect, within 6 months from the date of the Company's introduction.

6 SUITABILITY

6.1 The Company endeavours to ensure the suitability of any Applicant introduced to the Client. Notwithstanding this the Client shall satisfy itself as to the suitability of the Applicant and shall take up any references provided by the Applicant and/or the Company before engaging such Applicant. The Client shall be responsible for obtaining work and other permits if required, for the arrangement of medical examinations and/or investigations into the medical history of any Applicant, and satisfying any medical and other requirements or qualifications required by law of the country in which the Applicant is engaged to work.

7 LIABILITY

7.1 The Company shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the Company seeking an Applicant for the Client or from the Introduction to or Engagement of any Applicant by the Client or from the failure of the Company to introduce any Applicant. For the avoidance of doubt, the Company does not exclude liability for death or personal injury arising from its own negligence.

8 LAW

8.1 These Terms are governed by English law and are subject to the exclusive jurisdiction of the English Courts.

CLIENT TERMS OF BUSINESS FOR SUPPLY OF TEMPORARY STAFF

1 DEFINITIONS

1.1 In these terms of Business the following definitions apply:
?Assignment? means the period during which the Temporary Worker is supplied to render services to the Client:
?Client? means the person, firm or corporate body together with any subsidiary or associated company as defined by the Companies Act 1985 to whom the Applicant is introduced;
?The Employment Business? means Abacus Employment Services (Commercial Division);
?Engagement? means any employment or use of the Temporary Worker on a permanent or temporary basis, whether under a contract of service or for services, an agency, license, franchise or partnership arrangement; or any other engagement.
?Temporary Worker? means the individual whose services are supplied by the Employment Business to the Client.
?Introduction? means: the Client's interview of a Temporary Worker in person or by telephone, following the Client's instruction to the Company to search for a Temporary Worker; or the passing to the Client of a curriculum vitae or other information which identifies the Temporary Worker and which leads to an engagement of that Temporary Worker by the Client.

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 these Terms are for convenience only and do not affect their interpretation.

2 THE CONTRACT

2.1 These Terms govern the supply of the Temporary Worker's services by the Employment Business to the Client and are deemed to be accepted by the Client by virtue of its request for, interview with or Engagement of the Temporary Worker.

2.2 No variation or alteration to these Terms shall be valid unless approved by the Employment Business in writing.

2.3 Unless otherwise agreed in writing by the Employment Business, these Terms prevail over any terms of business or purchase conditions proffered by the Client.

3 CHARGES

3.1 The Client agrees to pay the hourly charges of the Employment Business as notified at the commencement of the Assignment and as may be varied from time to time during the Assignment. The charges are calculated according to the time worked by the Temporary Worker. The charges are compromised mainly of the Temporary Worker's remuneration but also include the Employment Business' commission, employer's National Insurance Contributions and any other expenses as may have been agreed with the Client. VAT is payable on the entirety of these charges.

3.2 The charges are invoiced to the Client on a weekly basis and are payable within 14 days. The Company reserves the right to charge interest on any overdue amounts at the rate of 4% per annum above the base rate from time to time of Barclays Bank from the due date until the date of payment.

3.3 Overtime premium is payable on the following basis, unless otherwise agreed in writing prior to the Assignment: An overtime premium of 50% of the hours worked during the overtime period (i.e. 1.5 times our standard rate) will be applied to any hours in excess of 8 hours on a weekday. All hours on Saturday, Sunday and Bank Holidays will be charged at 2 times our standard rate.

4 TIME SHEETS

4.1 At the end of each week of an Assignment (or at the end of the Assignment where it is for a period of one week or less or is completed before the end of a week) the Client shall sign the Employment Business'time sheet verifying the number of hours worked by the Temporary Worker during that week.

4.2 Signature of the time sheet by the Client indicates satisfaction with the services provided by the Temporary Worker and confirmation of the number of hours worked. Failure to sign the time sheet does not absolve the Client's obligation to pay the charges in respect of the hours worked.

5 REMUNERATION

5.1 The Employment Business assumes responsibility for, payment of the Temporary Worker's remuneration and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to the Temporary Worker.

6 INTRODUCTION FEES

6.1 The direct Engagement by a Client of a Temporary Worker introduced by the Employment Business, or the introduction by the Client of a Temporary Worker to any third party resulting in an Engagement (or, where applicable, if the Temporary Worker has become incorporated under a limited company, the Engagement of that limited company) renders the Client subject to the payment of an introduction fee calculated in accordance with the scale of fees for permanent introductions provided that the Engagement takes place within a period of 6 months from the termination of the Assignment under which the Temporary Worker was last supplied, or if there was no Assignment, within 6 months of the introduction of the Temporary Worker by the Employment Business. Where the Client fails to inform the Employment Business of the annual remuneration, the introduction fee will be calculated by multiplying the last hourly rate agreed between the Client and the Employment Business by 300. No refund of the introduction fee will be paid in the event that the Engagement subsequently terminates. -

7 LIABILITY

7.1 Whilst every effort is made by the Employment Business to give satisfaction. to the Client by ensuring reasonable standards of skills, integrity and. reliability from Temporary Workers and further to provide them in accordance with the Client's booking details the Employment Business is not liable for any loss, expense, damage or delay arising from any failure to provide any Temporary Worker for all or part of the period of bong or from the negligence, dishonesty, misconduct or lack of skill of the Temporary Worker. For the avoidance of doubt, the Employment Business does not exclude liability for death or personal injury arising from its own negligence.

7.2 Temporary Workers are engaged by the Employment Business under contracts for services. They are deemed to be under the supervision, direction and control of the Client from the time they report to take up duties and for the duration of the Assignment. The client agrees to be responsible for all acts, errors or omissions of the Temporary Worker, whether wilful, negligent or otherwise as though he was on the payroll of the Client. The Client will also comply in all respects with all statutes including, for the avoidance of doubt, the Working Time Regulations, by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the Client's own staff (excluding the matters specifically mentioned in Clause 5 above), including in particular the provision of adequate Employer's and Public Liability Insurance cover for the Temporary Worker during all Assignments. The Client shall also advise the Eniployment Business of any special health and safety matters about which the Employment Business is required to inform the Temporary Worker. The Client will assist the Employment Business in complying with the Employment Business' duties under the Working Time Regulations by supplying any relevant information about the Assignment requested by the Employment Business and the Client will not do anything to cause the Employment Business to be in breach of its obligations under these Regulations. Where the Client requires or may require the services of a Temporary Worker for more than 48 hours in any week, the Client must notify the Employment Business of this requirement before the commencement of that week.

7.3 The Client shall indemnify and keep indemnified the Employment Business against any costs, claims or liabilities incurred by the Employment Business arising out of any Assignment and/or as a result of any breach of these Terms by the Client.

8 TERMINATION

8.1 The Client undertakes to supervise the Temporary Worker sufficiently to ensure the Client's satisfaction with the Temporary Worker's standards of workmanship. If the Client reasonably considers that the services of the Temporary Worker are unsatisfactory, the Client may terminate the Assignment either by instructing the Temporary Worker to leave the Assignment immediately, or by directing the Employment Business to remove the Temporary Worker. The Employment Business may in such circumstances reduce or cancel the charges for the time worked by that Temporary Worker, provided that the Assignment terminates:
(a) within four hours of the Temporary Worker commencing the Assignment where the booking is for more than seven hours; or
(b) within two hours for bookings of seven hours or less.
and also provided that notification of the unsuitability of the Temporary Worker is confirmed in writing to the Employment Business within 48 hours of the termination of the Assignment.

8.2 Any of the Client, The Employment Business or the Temporary Worker may terminate the Assignment at any time without prior notice and without liability,

9 LAW

9.1 These Terms are governed by English law and are subject to the exclusive jurisdiction of the English Courts.