TERMS OF BUSINESS RELATING TO THE INTRODUCTION OF
PERMANENT OR CONTRACT STAFF
 TO [CLIENT REGISTERED CO NAME] “Client”
 
 
1. DEFINITIONS
 
1.1. In these Terms of Business (“Terms”) the following definitions apply:
 
 “Applicant” means the person introduced by the Agency to the Client for an Engagement
including (i) any officer or employee of the Applicant if the Applicant is a limited
company; and/or (ii) any member or employee of the Applicant if the Applicant is
a limited liability partnership; and/or (iii) members of the Agency’s own staff;
 
 “Client”  means the person, firm or corporate body together with any subsidiary or
associated company as defined by the Companies Act 2006 to which the
Applicant is introduced;
 
 “Agency”  Hydrogen International Limited and Hydrogen UK Limited of Pountney Hill
House, 6 Laurence Pountney Hill, London, EC4R OBL;
 
 “Engagement”  means the engagement, employment or use of the Applicant by the Client, or
any third party to whom or to which the Applicant was introduced by the Client
(whether with or without the consent of the Agency), 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;
directly or through a limited company of which the Applicant is an officer or
employee or through a limited liability partnership of which the Applicant is a
member or employee;  
 
 “Introduction” means (i) the Client’s interview of an Applicant in person or by telephone,
following the Client’s instruction to the Agency to search for an Applicant; or (ii)
the passing to the Client of a curriculum vitæ or information which identifies the
Applicant; and which leads to an Engagement of that Applicant;
 
 “Remuneration”  includes base salary or fees, guaranteed and/or guaranteed 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 £5000 will be added to the salary in order to calculate the
Agency’s fee.
 
 
1.2. Unless the context requires otherwise, references to the singular include the plural.
 
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 constitute the contract between the Agency and the Client and are deemed to be
accepted by the Client by virtue of an Introduction to, or the Engagement of, an Applicant or the
passing of any information about the Applicant to any third party following an Introduction.
 
2.2. These Terms contain the entire agreement between the parties and unless otherwise agreed in writing
by a director of the Agency, these Terms of Business prevail over any other terms of business or
purchase conditions put forward by the Client.
 
2.3. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed
between a director of the Agency and the Client and are set out in writing and a copy of the varied
terms is given to the Client stating the date on or after which such varied terms shall apply.
 
3. NOTIFICATION AND FEES
 
3.1. The Client agrees:
 
a) To notify the Agency immediately of any offer of an Engagement which it makes to the Applicant;  
 
b) To notify the Agency immediately that its offer of an Engagement to the Applicant has been
accepted and to provide details of the Remuneration to the Agency; and  
 
c) To pay the Agency’s fee within 14 days of the date of invoice.
 
3.2. Except in the circumstances set out in clause 5.1 below, no fee is incurred by the Client until the
Applicant commences the Engagement when the Agency will render an invoice to the Client for its
fees.
 
3.3. The Agency reserves the right to charge interest on invoiced amounts unpaid for more than 14 days at
the rate of 4% from the due date until the date of payment.  For the avoidance of doubt, clause 3.3
shall not apply where Sharia Law is applicable.
 
3.4. The fee payable to the Agency by the Client for an Introduction resulting in an Engagement is the
amount equal to a percentage (%) of the Remuneration applicable during the first 12 months of the
Engagement.  The fee will be in accordance with the accompanying Scale of Fees as set out in the
schedule 1 to these Terms.  VAT will be charged on the fee if applicable.
 
3.5. In the event that the Engagement is for a fixed term of less than 12 months, the fee in clause 3.4 will
apply pro-rata. If the Engagement is extended beyond the initial fixed term or if the Client re-engages
the Applicant within 6 calendar months from the date of termination of the first Engagement the Client
shall be liable to pay a further fee based on the additional Remuneration applicable for the period of
Engagement following the initial fixed term up to the termination of the second Engagement or the first
anniversary of its commencement, whichever is the sooner.      
 
3.6. In the event that a written offer of employment made by the Client is accepted by the candidate and the
subsequently withdrawn by the Client prior to its expiry date through no fault of the candidate or the
Agency, the full fee calculated in accordance with clause 3.4 becomes payable to the Agency.
 
3.7. If the Client subsequently engages or re-engages the Applicant in any role (including a different role
from that which the Applicant was originally considered for or engaged in) within the period of 6
calendar months from the date of termination of the Engagement or withdrawal of an offer, a full fee
calculated in accordance with clause 3.4 above becomes payable to the Agency.
 
 
 
 
4. REFUNDS  
 
4.1. In order to qualify for the following refund, the Client must pay the Agency’s fee in full and without
deduction within 14 days of the date of invoice and must notify the Agency in writing of the termination
of the Engagement within 7 days of its termination.
 
4.2. If the Engagement terminates before the expiry of 12 weeks from the commencement of the
Engagement (except where the Applicant is made redundant as defined in the Employment Rights Act
1996, or where the Applicant is constructively dismissed) the Agency shall endeavour to find a suitable
alternative candidate.  Should a suitable alternative candidate not be identified and appointed within 3
months from the date the Client notifies the Agency of the termination, the fee will be refunded in
accordance with the accompanying Scale of Refund set out in the schedule to these Terms.  
 
4.3. In circumstances where clause 3.7 applies the full fee stated in clause 3.4 is payable and there shall
be no entitlement to a refund.  
 
5. CANCELLATION FEE
 
5.1. If, after an offer of Engagement has been made to the Agency and/or Applicant,  verbally and the
Client decides for any reason to withdraw it, the Client shall be liable to pay the Agency a minimum fee
of £1,000.00 plus VAT if applicable.  
 
5.2. If the Client has agreed to reimburse the Agency in relation to any marketing/advertising expenditure in
respect of any instruction placed with the Agency by the Client pursuant to these Terms and that
assignment is terminated by the Client for any reason, or the Client for any reason materially alters its
requirements, the Client will pay all marketing and other costs incurred by the Agency in connection
with such assignment.
 
6. INTRODUCTIONS
 
6.1. Introductions of Applicants are confidential. The disclosure by the Client to a third party of any details
regarding an Applicant introduced by the Agency which results in an Engagement with that third party
within 6 months of the Introduction renders the Client liable to payment of the Agency’s fee as set out
in clause 3.4 with no entitlement to any refund.
 
6.2. 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 Agency, whether
direct or indirect, within 6 months from the date of the Agency’s Introduction.
 
6.3. Where the amount of the actual Remuneration is not known the Agency will charge a fee calculated in
accordance with clause 3.4 on the market rate 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.
 
7. SUITABILITY AND REFERENCES
 
7.1. The Agency endeavours to ensure the suitability of any Applicant introduced to the Client by obtaining
confirmation of the Applicant’s identity; that the Applicant has the experience, training, qualifications
and any authorisation which the Client considers necessary or which may be required by law or by any
professional body; and that the Applicant is willing to work in the position which the Client seeks to fill.  
 
7.2. At the same time as proposing an Applicant to the Client the Agency shall inform the Client of such
matters in clause 7.1 as they have obtained confirmation of. Where such information is not given in
paper form or by electronic means it shall be confirmed by such means by the end of the third business
day (excluding Saturday, Sunday and any public or Bank holiday) following 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.
 
7.3. The Agency endeavours to take all such steps as are reasonably practicable to ensure that the Client
and 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 endeavours to take all such steps 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, 7.2, 7.3 and 7.4 above the Client shall satisfy itself as to the suitability of
the Applicant and the Client shall take up 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, for the arrangement of medical examinations and/or
investigations into the medical history of any 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 clauses 7.1, 7.2, 7.3 and 7.4 above the
Client undertakes to provide to the Agency details of the position which the Client seeks to fill,
including the type of work that the Applicant 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 Applicant 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. In addition the Client shall provide details of the date the Client requires
the Applicant to commence, the duration or likely duration of the work; the minimum rate of
remuneration, expenses and any other benefits that would be offered; the intervals of payment of
remuneration and the length of notice that the Applicant would be entitled to give and receive to
terminate the employment with the Client.
 
8. CONFIDENTIALITY
 
8.1. The Client shall not without the prior written consent of a director of the Agency provide   any
information in respect of the Applicant to any third party whether for employment purposes or
otherwise.
 
8.2. The Agency shall not without the consent of the Client provide information in respect to the Client or its
business or undertaking to any third party (save as it is required to do pursuant to its obligations under
the Conduct of Employment Agencies and Employment Businesses Regulations 2003).
 
9. SPECIAL SITUATIONS
 
9.1. Where the Applicant is required by law, or any professional body to have any qualifications or
authorisations to work in the position which the Client seeks to fill; or the work involves caring for or
attending one or more persons under the age of eighteen, or any person who by reason of age,
infirmity or who is otherwise in need of care or attention, the Agency will take all reasonably practicable
steps to obtain and offer to provide copies of any relevant qualifications or authorisations of the
Applicant, two references from persons not related to the Applicant who have agreed that the
references they provide may be disclosed to the Client and has taken all reasonably practicable steps
to confirm that the Applicant is suitable for the position. If the Agency is unable to do any of the above
it shall inform the Client of the steps it has taken to obtain this information in any event.  
 
10. LIABILITY
 
10.1. The Agency shall not be liable under any circumstances for any loss, expense, damage, delay, costs
or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the
Client arising from or in any way connected with the Agency 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 Agency to
introduce any Applicant. For the avoidance of doubt, the Agency does not exclude liability for death or
personal injury arising from its own negligence.
 
11. PUBLICITY
 
11.1. There may be occasions when the Agency would like to make known that it acts or has acted for the
Client in a particular market place. The Client hereby consents to the Agency publicising this by
whatever means it deems appropriate. For the avoidance of doubt, the Agency will not disclose any
confidential information about the Client’s business or any particular transaction to any third party
without the Client’s prior written consent.
 
12. ASSIGNABILTY  
 
12.1 The Agency shall be entitled to assign, transfer, mortgage and/or charge the Agreement or any of its
rights and/or obligations under the Agreement to any member(s) of the group of companies of which
the Agency is a member of without the consent of the Client. In this regard, the Client agrees that
where the Agency wishes to transfer any of its obligations under this Agreement to any member(s) of
the group of companies of which the Agency is a member of, the Client shall, at its own cost and in a
timely manner, execute or procure the execution of any novation agreement effecting such transfer
which the Client requires it to execute.”
 
13. LAW
 
13.1. These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction
of the Courts of England & Wales  
 
 
 
 
 
_________________________________ ______________________________
 
Signed for and on behalf of the Client Signed for and on behalf of the Agency
 
 
 
 
 ________________________________ ______________________________
 
 Print Name of Authorised Signatory Print Name of Authorised Signatory
 
 
 
 
 _________________________________ ______________________________
 
Dated Dated  
 
 
 
 
SCHEDULE 1:  
 
SCALE OF FEES:
 
 
 
 
 
 
 
 
 
Disciplines % FEE Region/Country  
IT, Business Technology & Change
Specialist Division  30% UK/GCC/ASIA
PAC/NETHERLANDS
Finance, Accounting and Audit Specialist
Division  30% UK/GCC/ASIA
PAC/NETHERLANDS
 
Legal, & Compliance Specialist Division  
 30%
UK/GCC/ASIA
PAC/NETHERLANDS
Property, Construction & Engineering
Specialist Division   30% UK/GCC/ASIA
PAC/NETHERLANDS
HR Specialist Division  30% UK/GCC/ASIA
PAC/NETHERLANDS
Sales & Marketing Specialist Division 30% UK/GCC/ASIA
PAC/NETHERLANDS
Other  30% UK/GCC/ASIA
PAC/NETHERLANDS
 
 
 
 
 
 
 
 
 
 
 
 
 
VAT will be charged on the fee if applicable.
 
 
SCALE OF REFUND:
 
The following scale of refund only applies in the event that the Client complies with the provisions of clause
3.1 and 4.1 of these Terms.  
 
Where the Applicant leaves (except where the Applicant is made redundant as defined in the Employment
Rights Act 1996) during the first 12 weeks of the Engagement, a partial refund of the introduction fee shall
be paid to the Client in accordance with the scale set out below, subject to the conditions in clause 4.1.
 
 
 
 Weeks in which the
Applicant leaves (inclusive) % of introduction fee
refunded
1 – 4 75%
5 - 8 50%
9 - 12 25%
 
 
 
 
 
 
 
 
 
 
There will be no refund where the Applicant leaves after the 12th Week of the Engagement.
 
 
TERMS OF BUSINESS RELATING TO RETAINED SEARCH ASSIGNMENTS
 
 
 
1. DEFINITIONS
 
1.1. In these Terms of Business (“Terms”) the following definitions apply:
 
 “Candidate” means the person(s) introduced by the Agency to the Client;
 
 “Client”  means the person, firm or corporate body together with any
subsidiary or associated company as defined by the Companies
Act 2006 to which the Applicant is introduced;
 
 “Agency”  Hydrogen International Limited and Hydrogen UK Limited of
Pountney Hill House, 6 Laurence Pountney Hill, London, EC4R
OBL;  
 “Introduction” An Introduction is made and is effective in relation to any target
candidate, individual or firm, named on the shortlist or long list
presented to the Client for a Retained Search Assignment, where
such candidate is engaged in employment by the Client within a
period of 18 months from the date of presentation of such shortlist
or long list, whichever is the latest. In the event of such
engagement, the full fee will be payable to the Company as set out
hereunder.
  In the event that a candidate, introduced by the Company to the
Client introduces, or assists in the introduction of, an individual or
individuals from his or her previous employer to the Client within
12 months of the date of employment of such first candidate, an
introductory fee will be payable to the Agency in respect of each of
such other individuals (whether or not considered to be part of a
team) and calculated in accordance with the Contingency
Introduction fees detailed below;
 
 “Remuneration”  includes base salary or fees, guaranteed and/or guaranteed 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 £5000 will be added to the salary in order to calculate
the Agency’s fee.
 
 “Retained Search  
 Assignment” Where the Agency is engaged by the Client on a Retained Search
Assignment or a Retained Advertised Selection Assignment
(hereafter collectively a “Retained Recruitment Assignment”),  
 
 “Retainer Fee” Retainer fee is payable immediately upon commencement of the
retained services.  The retainer fees is non refundable.
 
 
1.2. Unless the context requires otherwise, references to the singular include the plural.
 
1.3. The headings contained in these Terms are for convenience only and do not affect their
interpretation.
 
 
 
 
 
 
 
 
2. Acceptance Of Terms
The following Terms of Business shall be deemed to have been agreed and accepted by
yourselves, [Insert Client Registered Co Name]. (the “Client”) upon the confirmation of an
assignment, order for the supply of goods or services, or the Introduction of any candidate by the
Agency to the Client. For the purposes of these Terms of Business, the Client shall include any
parent, subsidiary or associated company of the Client, or any successor, whether by
reorganisation, merger, sale or otherwise.
Any variations to these Terms of Business must be agreed in writing by both Parties.
These Terms of Business are effective from 12th January 2009 and supersede and replace any
Terms of Business under which the Company and the Client may have conducted prior business.
3. Fees
The Client shall pay to the Agency fees in accordance with these Terms of Business. The
Company's fee shall be calculated at the rate of 35% of the successful candidate or candidates
projected gross remuneration (as defined below) in the first year of employment. The Client will
inform the Agency of full actual remuneration within 3 months of the 1st anniversary of the
candidate start date. The Agency is entitled to charge an additional fee calculated on the increase
from the initial projected annual remuneration.
The candidate’s projected gross remuneration in the first year of employment (hereafter the “Gross
Remuneration”) comprises the following constituent elements/is calculated on the following basis:
i. Basic salary (where the candidate is a salaried employee). The basic salary will be
the salary at which the candidate commences employment, but will include any uplift
during the course of the first 12 months of employment, if the amount of such uplift is
certain and agreed at the time of commencement of employment  
ii. Bonus (of whatever nature, including, but not limited to, signing-on bonuses,
discretionary bonuses and guaranteed bonuses) or commission payments. Where a
bonus is discretionary, the estimated value of such bonus will be agreed with the
Client at the time of the negotiation of the offer with the candidate and be calculated
on the basis of a median rate of the upper and lower likely amounts for such bonus,
e.g. if the anticipated discretionary bonus rate quoted is 25-35%, the estimated value
of the bonus would be 30%. Where a commission is payable to the candidate, the
value of such commission will be that which is expected by the candidate and the
Client if the conditions for the payment thereof are reasonably met (i.e. a reasonable
estimate will be made and agreed); and
iii. Other forms of remuneration. These will include: stocks and shares;
housing/accommodation allowances; relocation allowances; car allowances (where a
car is provided, this will be assessed as remuneration at the rate of £6,000 or the
value attributed to the car allowance by the Client, whichever is greater).  
 
 
 
 
 
 
Fees for search assignments are payable in 3 stages:
First Stage Fee  
1/3 of estimated fee (payable on commencement of assignment) or £6,000 + VAT,
whichever is the greater  
 
Second Stage Fee  
1/3 of estimated fee (payable on presentation of shortlist)  
 
Completion Fee  
balance calculated on actual gross remuneration (as calculated above): this is payable on
completion of assignment, which is deemed to occur on receipt of written confirmation of a
candidate’s acceptance of an offer from the Client, and adjusted to account for any
difference between estimated and actual salary package  
The Client agrees to retain the services of the Agency on an exclusive basis. Any candidate
introduced by a third party or by direct application relating to the assignment may not be accepted
by the Client and must be notified to the Company. In the event that such candidate is employed
by the Client, the full fee, calculated on the hired candidate’s gross first year remuneration (as
calculated above) shall be payable to the Agency irrespective of how the candidate was sourced
originally.
All search-related expenses incurred by the Agency in relation to a Retained Search Assignment
being undertaken on behalf of the Client shall be billable to the Client. All travel and any individual
expenses in excess of £200.00 shall be subject to the prior written consent of the Client. Expenses
are payable within thirty (30) days of the Client’s receipt of a written invoice together with
appropriate receipts. If the Client instructs the Agency to carry out a Retained Advertised Selection
Assignment on their behalf, the costs of all media advertising, artwork and production shall be
borne by the Client.
4. Terms of Payment
Invoices will be rendered at the 3 stages (commencement, shortlist and written acceptance of
offer) of a Retained Recruitment Assignment. All fees due hereunder are payable by the Client
within a period of 14 days from the invoice date. Where applicable, VAT will be charged at the
prevailing rate.  
Failure to pay the fees in full within the 14 day period will result in interest being charged on
overdue amounts, calculated at 2% per month. Further, the Guarantees set out below will only
apply if these terms of payment are strictly adhered to.  For the avoidance of doubt this clause
shall not apply where Sharia Law is applicable.
 
 
 
 
 
5. Guarantees
Should the employment or engagement of the successful candidate resulting from the Retained
Recruitment Assignment terminate within the first 3 months from the first day worked by the
candidate, or should the candidate not actually commence employment with the Client, the Agency
will endeavor to resource a replacement candidate, but no refund of fees will be made to the
Client. The obligation to resource a replacement candidate is subject to the following conditions:
i. the termination being justified or the candidate leaving of his or her own volition and
not as the result of redundancy or any reorganisation of the Client’s business  
ii. the Agency fee having been paid in full within 14 days of invoice date  
iii. the Client notifying the Agency in writing within 7 days of the termination of
employment  
If after a period of 6 months from the date of termination of employment / engagement of the
original successful candidate and no replacement candidate has been resourced, the obligation to
resource such replacement candidate will have lapsed.
6. Cancellations by the Client
In the following situations the Client will be deemed to have cancelled the Retained Recruitment
Assignment (each constituting a “Cancellation”):
i. withdrawing a Retained Recruitment Assignment  
ii. putting such assignment on hold for a period of in excess of 3 months  
iii. materially changing the original brief (such material change being constituted by, but
not limited to, a change in the level of experience of the candidate sought; a change in
the geographical location of the proposed placement of employment for the successful
candidate; or a change in the remit, function or make-up of the role)  
iv. failing to take such steps as are reasonably required of the Client in order to enable
the assignment to be completed (including, but not limited to: the Client failing within a
reasonable period of time to give feedback to the Agency on CVs/profiles/interviews of
candidates introduced to the Client by the Agency as part of the Retained Recruitment
Assignment)  
Where a Cancellation occurs within 15 days of commencement of the assignment
(commencement being deemed upon acceptance of the Company’s Proposal), the first stage fee
and any advertising costs incurred or to be incurred by the Agency will be payable by the Client.
In the event of a Cancellation by the Client more than 15 days after commencement of the
assignment, the second stage fee will also be payable, in addition to any advertising costs incurred
or to be incurred by the Company. If, however, a shortlist of candidates has been presented to the
Client by the time of Cancellation the estimated completion fee will also become due and payable
to the Company.
If the Client withdraws a written offer of employment after it has been accepted by the candidate
concerned, the full fee will be payable by the Client.
7. Termination by the Company
The Agency reserves the right to terminate any recruitment immediately without liability for
compensation to the Client in the event that the Client:
i. becomes insolvent, bankrupt or applies for an administration order or enters into a
voluntary arrangement with its creditors  
ii. being a partnership, dissolves: in such event, the partners will remain jointly and
severally liable for any fees due and payable to the Agency hereunder  
 
 
 
 
 
 
iii. is in breach of any of the terms of its agreement with the Agency (including payment
terms)  
iv. instructs consultants from the Agency to provide services which are either illegal,
unethical or contravene accepted codes of professional practice  
8. Confidentiality
The Agency will make every effort to respect and preserve the confidentiality of privileged
information it receives concerning its Clients' employees, businesses and plans. The Client, for its
part, accepts that it will also preserve the confidentiality of any privileged information provided to it
by the Agency or any candidate who is being introduced to it by the Agency in the course of a
Retained Recruitment Assignment.
All introductions made during the course of Retained Recruitment Assignments are confidential
and Clients are required to respect this confidentiality. Information relating to candidates may only
be passed to a third party (including any body, partnership, individual or any principal, agent or
sub-contractor of the Client) with the prior consent of the Company. In the event of a candidate
being engaged by such a third party, either on a temporary or permanent basis, as the result of a
referral by a Client or a member of the Client's staff, the full fee will be payable to the Agency by
the Client to whom the candidate was originally introduced.
9. Liability
Whilst every effort is made to provide a reliable and professional service, no warranty or
representation expressed or implied is given in respect of services or materials supplied or any
candidate introduced. The Company, its associates, staff or agents shall not be liable under any
circumstances for any loss, damage or expense suffered or incurred by the Client arising directly
or indirectly or in any way connected with any introduction of any candidate by the Agency to the
Client, or from any act or submission on the part of a candidate introduced by the Company, even
if such an act or submission is negligent, dishonest or fraudulent.
It is the responsibility of the Client to satisfy himself or herself as to the candidate's suitability, to
take up references, arrange medical examinations and to obtain any necessary work permits or
other permits prior to the engagement of the candidate. Reports relating to the interpretation of test
results prepared for Clients represent opinions based on test results and must not be relied on as
statements of fact.
10. Jurisdiction
These Terms of Business shall be governed by the laws of England and Wales and the Agency
and the Client submit to the exclusive jurisdiction of the English courts.
 
_________________________________ ______________________________
 
Signed for and on behalf of the Client Signed for and on behalf of the Agency
 
 ________________________________ ______________________________
 
 Print Name of Authorised Signatory Print Name of Authorised Signatory
 
 _________________________________ ______________________________
Dated Dated  
 
 
 
 
 
 
 
AGREEMENT FOR THE INTRODCUTION AND SUPPLY OF CONTRACTORS/TEMPORARY WORKERS  
(INDIVIDUALS AND LIMITED CONTRACTORS)
This agreement for the introduction and supply of contractors/temporary workers (“Agreement”) is dated       and is made up
of the Assignment, Addendum and the Terms and Conditions of Business for the introduction and supply of
contractors/temporary workers (individuals and limited company contractors) attached (“Terms and Conditions of Business”)
and any other schedules and is made between Hydrogen International Limited of Pountney Hill House, 6 Laurence Pountney
Hill, London EC4R 0BL  (“Employment Business”) and the Client.
Assignment
Reference Placement Number
Client Full Legal Entity of Registered Address
Client Contact Correspondence Contact
Contract Site Site Address
Contact Telephone Number Correspondence Contact Tel
Limited Company Name Contractor's Ltd Company
Contractor/Temporary
Worker/Representative
Contractor Name
Position       
Description of Work involved in
the Assignment/Project
Deliverables if applicable
Start Date       
Anticipated End Date       
Standard Weekly Hours  
Standard Contract Rate
(hourly/daily)
£     .00 per standard working day plus VAT as applicable
Additional Hours Agreement        
Payment Cycle
(weekly/monthly)
Monthly
Expenses Agreement/Policy       
Notice Period to be given by
Client
      weeks written notice
Notice Period to be given by
Employment Business
      weeks written notice
Billing Contact/Address Contact and address
Additional Billing Information       
EAA Conduct Regulations
2003 Contractor Status  
Opt In/Opt Out
 
Duly authorised for and on behalf of  Duly authorised for and on behalf of  
The Employment Business The Client  
 
 Signature: __________________________ Signature: __________________________
 
 
 Name:  __________________________ Name: __________________________
 
 
 Position:  __________________________ Company: __________________________
 
 
 Date:  __________________________ Date: __________________________
1 of 6
 
 
 
Addendum
 
1. The Anticipated Finish Date of this Agreement may be varied at any time in accordance with the notice period set out on
the Assignment/Project Specification, the Terms and Conditions of Business, or otherwise varied as agreed from time to
time by the parties.  
In the event the Contractor/Temporary Worker is a Limited Company clauses 2 to 4 below shall apply  
2. In the event the Contractor/Temporary Worker is engaged to provide services to the Client then unless otherwise agreed
the following shall apply:  
 (a) The Contractor/Temporary Worker shall have reasonable autonomy in relation to determining the   method of
performance of the Assignment and any associated Project as applicable, but shall comply with reasonable and
lawful instructions of the Client and the Employment Business. Neither the Contractor/Temporary Worker nor the
Representative shall be subject to the supervision or control of the Client or the Employment Business.  
 (b) Neither the Client nor the Employment Business are the employer of the Representative, within the meaning
prescribed by the Working Time Regulations 1998 (as amended) (or indeed for any other purpose) and therefore,
the Client shall not be charged any fee by the Employment Business in respect of paid holiday entitlement of the
Representative, but shall suspend an Assignment and any associated Project as applicable for any period during
which the Contractor/Temporary Worker permits the Representative time off under Regulation 13 of the Working
Time Regulation 1998 (as amended) provided that the Employment Business shall provide the Client with not less
than 14 days prior notice of such suspension.  
 (c) The Client confirms that the Employment Business may substitute the Contractor/Temporary Worker and/or the
Representative in respect of the performance of the Assignment, with the prior written consent of the Client, such
consent not to be unreasonably withheld. The Employment Business shall ensure that the substitute
Contractor/Temporary Worker or Representative fully understands the requirements of and the progress made in
the Assignment and any applicable Project.  
 (d) There shall be restraint on the activities of the Contractor/Temporary Worker or it’s Representative and they may
provide services for other parties provided such services do not conflict with those provided to the Client nor cause
the Client to suffer a detriment.  
 
3. In the event that the Contractor/Temporary Worker and it’s Representative have elected to opt out of the effects of Conduct
of Employment Agencies and Employment Businesses Regulations 2003 pursuant to Regulation 32 thereof then, the
parties agree that the following special conditions shall apply as a result:  
 
(a) The following clause shall be substituted for clause 6 of the Terms and Conditions of Business attached  
 hereto, in its entirety:  
 
6. The Engagement by the Client of a Contractor/Temporary Worker who has been Introduced by The
Employment Business, or the Introduction by the Client of a Contractor/Temporary Worker to any third
party resulting in an Engagement renders the Client subject to the payment of an introduction fee
calculated at 30% of the annual fee or Remuneration payable to the said Contractor/Temporary
Worker provided that the Engagement takes place within a period of 12 months from the termination of
the Assignment under which the Contractor/Temporary Worker was supplied, or if there was no
Assignment, within 12 months of the Introduction of the Contractor/Temporary Worker by The
Employment Business.  Where the Client fails to inform The Employment Business of the annual fee
or Remuneration payable to the Contractor/Temporary Worker, the introduction fee will be calculated
by multiplying the weekly/monthly charges of The Employment Business for the
Contractor’s/Temporary Worker’s services by 70 times the normal daily rate at which the
Contractor/Temporary Worker was last Engaged by the Client (or, where there was no Assignment, at
the normal daily rate which The Employment Business would have charged for an Assignment). No
refund of the introduction fee will be paid in the event that the Engagement subsequently terminates.
VAT is payable in addition to any fee due.  
 
(b) With regard to clause 7(a) of the Terms and Conditions of Business attached hereto, the Employment Business
shall not be obliged to obtain confirmation of the Contractor/Temporary Worker’s identity, experience, training
qualifications or authorisations unless specifically requested in writing by the Client to do so. In the event that such
information is provided by the Employment Business verbally, the Employment Business shall not be required to
provide written confirmation or confirmation by electronic means unless requested in writing by the Client to do so.
 
4. Details of whether or not the Contractor/Temporary Worker has elected to opt out as set out above may be obtained upon
request.  
5. The Engagement by the Client of a Contractor/Temporary Worker who has been Introduced by The Employment Business
on a Temporary basis, The Employment Business will charge the Client a 30% margin in addition to the
hourly/daily/weekly/monthly contract pay rate.
In the event of a conflict or discrepancy between the Special Conditions set out above and the Terms and Conditions of
Business attached hereto, the Special Conditions shall prevail.  
In the event that a separate written agreement is agreed and signed between the Employment Business and the Client
then the terms therein shall prevail over this Agreement unless otherwise agreed in writing. In such circumstances the
Client shall not be required to sign this Agreement.  However, this document shall constitute notification of the terms and
conditions of the Assignment/Project Specification as agreed between the parties. If the Assignment/Project Specification
is not correct you should advise The Employment Business immediately.  
 
 
 
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TERMS AND CONDITIONS OF BUSINESS FOR THE INTRODUCTION AND SUPPLY OF  
CONTRACTOR/TEMPORARY WORKERS
(INDIVIDUALS AND LIMITED COMPANY CONTRACTOR
1. In these terms: -
“Agreement” means these Terms and Conditions of
Business, the Assignment/Project Specification, any
Special Conditions, any schedules and any amendments
or variations thereto;
“Assignment” means the period during which the
Contractor/Temporary Worker is supplied to render
services to the Client;
“Assignment/Project Specification” means the front
sheet to this Agreement incorporating any Addendum and
conditions or where applicable a letter setting out details of
the Assignment and, if applicable the Project, and matters
related thereto including Addendum and conditions where
applicable;
“Client” means the person, firm or corporate body
together with any subsidiary or associated company as
defined by the Companies Act 2006 to whom the
Contractor/Temporary Worker is supplied or Introduced;
“Contractor/Temporary Worker” means the person or
limited company Introduced and/or supplied to the Client
by the Employment Business to carry out the Assignment
(and where the Contractor/Temporary Worker is a limited
company, shall include any officer, employee or
representative thereof);
“Employment Business” means Hydrogen International
Limited, whose registered office is at Pountney Hill House,
6 Laurence Pountney Hill, London EC4R 0BL, an
employment business as defined by section 13(3) of the
Employment Agencies Act 1973;
“Engagement” means the engagement, employment or
use of the Contractor/Temporary Worker (or where the
Contractor/Temporary Worker is a limited company, the
engagement, employment or use of the services of any
officer, employee or representative of the
Contractor/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 and “Engages” and
“Engaged” shall be construed accordingly;
“Introduction” means the interview of the
Contractor/Temporary Worker in person or by telephone or
the provision of a curriculum vitae or other information
which identifies the Contractor/Temporary Worker and
“Introduced” shall be construed accordingly;
“Project” means a specific project for which the
Contractor/Temporary is engaged to render the services
as specified by the Client or the Contractor/Temporary
Worker;
"Remuneration" means the aggregate gross annual
taxable emoluments payable to or receivable by the
Contractor/Temporary Worker pursuant to the
Engagement, including salary, bonuses, profit share,
commission, pension, allowances, profit related pay and
any signing-on payment or equivalent (contractual or
otherwise and whether guaranteed or not) paid to the
Contractor/Temporary Worker during the first year of the
Engagement or attributable to such period and paid
subsequently. The value of payment of pension
contributions (whether to the Client's or
Contractor/Temporary Worker’s own scheme) shall be
calculated as the higher of the actual value of the
contributions or £2,000 per annum. Bonus/profit share
which is not guaranteed will be determined on the
projected values. Any car, housing and/or relocation
allowance shall be treated as part of the
Contractor/Temporary Worker’s taxable emoluments. The
value of the provision of a company car shall be calculated
as the higher of either the taxable benefit of the car
provided or the figure of £4,000 per annum and provision
of housing, accommodation and/or relocation allowance
shall be calculated as the higher of either the value of the
benefit or £2,000 per annum.  
 “Addendum” means any terms and conditions in addition
to these Terms and Conditions of Business and the
Assignment/Project Specification; and  
“Timesheet” means a form of timesheet as provided by
Employment Business or the Client to the
Contractor/Temporary Worker.    
 
Unless the context otherwise requires, references to the
singular include the plural and vice versa.   
 
References to clauses or schedules are references to
clauses or schedules of this Agreement unless the
contract otherwise admits.
 
2.  (a) These terms regulate the basis upon which
Employment Business supplies Contractor/Temporary
Workers to the Client and shall be accepted on
signature and return of these terms by the Client to the
Employment Business, or in the event of failure to do
so, shall be deemed to be accepted by the Client by
virtue of Introduction to or Engagement of a
Contractor/Temporary Worker.  
 
(b) The Employment Business shall provide to the
Client, as soon as these become known, details of the
Contractor/Temporary Worker who will carry out the
Assignment.
 
(c) No variation or alteration of this Agreement shall be
valid unless approved by an authorised representative
of both parties in writing and such document shall
confirm the date upon which the varied terms are to
take effect.
 
3.  (a) At the end of each week of the Assignment (or,  
where    
 the Assignment is for a period of less than one week
or is  
 completed before the end of a week, at the end of the
Assignment) the Client shall sign a Timesheet verifying
the number of hours worked by the
Contractor/Temporary Worker during that week. The
Client shall be responsible for ensuring that only
authorised members of its staff sign Timesheets on its
behalf.  
 
(b) Signature of the Timesheet by the Client is
confirmation of the number of hours worked by the
Contractor/Temporary Worker. If the Client is unable to
sign a Timesheet produced for authentication by the
Contractor/Temporary Worker because the Client
disputes the hours claimed, the Client shall inform the
Employment Business as soon as is reasonably
practicable and shall co-operate fully and in a timely
fashion with Employment Business to enable
Employment Business to establish what hours, if any,
were worked by the Contractor/Temporary Worker.
Failure to sign the Timesheet does not alter the
Client’s obligation to pay the charges in relation to the
hours worked. The Client shall not be entitled to
decline to sign a Timesheet on the basis that it is
dissatisfied with the work performed by the
Contractor/Temporary Worker. In cases of unsuitable  
 
 
 
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work the Client should apply the provisions of clause 8
below.
 
(c) The Client shall retain the original signed copy of
the Timesheet. To aid the Client Employment
Business may provide a facsimile copy of the
Timesheet printed on the reverse of the invoice or
attached to the invoice. If a Timesheet is not provided
by Employment Business with the invoice, this does
not constitute a reason for the non-payment of the
invoice.
 
4. (a) The Client agrees to pay the hourly/daily/weekly
charge (as applicable) to the Employment Business (or
to discharge its responsibility through a third party) as
advised to the Client in the Assignment/Project
Specification and which may be varied by agreement
from time to time during the Assignment. In the event
of such variation, as soon as reasonably practicable,
the Employment Business shall confirm the new
charge to the Client in writing, stating the date upon
which such varied charges shall take effect. The
charges are calculated by reference to the number of
hours/days/weeks (as applicable) worked by the
Contractor/Temporary Worker (to the nearest quarter
hour) however the minimum duration for any
Assignment shall be one day.  
 
(b) Where due, VAT shall be payable in addition to the
charges, if applicable. The charges are comprised of
the Contractor/Temporary Worker’s direct
remuneration but may also include an amount in
respect of the Contractor/Temporary Worker’s
contingent statutory holiday entitlement which may be
payable to the Contractor/Temporary Worker for
accrued, or future entitlements (if any) during the
Assignment or subsequent Assignments. The charges
also include the Employment Business’ commission,
any employer’s National Insurance Contributions and
any travel, hotel or other expenses as may have been
agreed with the Client or, in the event of disagreement,
such expenses as are deemed to be reasonable.
 
(c) The charges will be invoiced to the Client on a
weekly or monthly basis as set out in the
Assignment/Project Specification and are payable
within 7 days of date of invoice. Failure to pay within
this period entitles Employment Business to charge
interest at 4% per annum above LIBOR or at any rate
that may succeed or replace LIBOR from the due date
until the date of payment. For the avoidance of doubt,
this clause shall not apply where Sharia Law is
applicable.
 
(d) The Employment Business may assign to a third
party the right to render invoices and collect and
receive payments.
 
(e) There are no refunds or rebates payable in respect
of the charges of The Employment Business.
 
5.  (a) This Clause 5(a) shall apply only where the
Employment Business is responsible for paying the
Contractor/Temporary Worker. Where required by law,
the Employment Business will account to the relevant
authorities for the Contractor/Temporary Worker’s
Income Tax on employment income or any earnings
deemed to be employment income under the
provisions of the Income Tax (Earnings and Pensions)
Act 2003 and employer’s and employee’s National
Insurance Contributions in respect of such
employment income or deemed employment income
under these terms.
 
(b) This Clause 5(b) shall apply in the event the Client
is wholly responsible for paying the
Contractor/Temporary Worker. In this event the Client
may discharge its responsibility through a third party.
 
6.  (a) For the avoidance of doubt, this clause 6 shall not
apply   in the event the Client wishes to renew or extend
an  Assignment for an additional period of time.  
 
(b) Clauses 6(c) and 6(d) below shall apply in the
event that the Client either notifies the Employment
Business of its intention to Engage a
Contractor/Temporary Worker or enters into an
Engagement with a Contractor/Temporary Worker
either (1) directly or (2) as a result of being supplied by
another employment business:
(i) during the course of an Assignment; or
(ii) within 8 weeks after the termination of an
Assignment; or
(iii) within 14 weeks of the commencement of an
Assignment, if termination has occurred within the first
6 weeks of the Assignment and there has been no
previous Assignment for at least 42 clear days prior to
commencement.
 
(c) In the circumstances described in clause 6(b)
above the Client shall be liable to and shall elect to
either:
(i) from a date to be agreed between the parties,
extend the existing or re-instate the last Assignment of
the Contractor/Temporary Worker, without variation of
the terms of the Assignment for a further period of 12
months during which the Client shall pay the hourly
charge in force in respect of the Contractor/Temporary
Worker at the date of the Client's election or as
charged at the end of the last Assignment of the
Contractor/Temporary Worker for each hour the
Contractor/Temporary Worker is so supplied; and
upon expiry of this Extended Period of Hire, the Client
shall be at liberty to directly Engage the
Contractor/Temporary Worker without incurring a
further fee, or
(ii) terminate the Assignment and pay a transfer fee
equivalent to 30% of the Remuneration applicable
during the first 12 months of the Engagement or, if the
actual amount of the Remuneration is not known, a
sum equivalent to 600 times the hourly charge in force
in respect of the Contractor/Temporary Worker as at
the date of termination of the last Assignment.  
 
(d) If the Client fails to elect an extended period of hire
or a transfer fee as set out in clause 6(c) prior to
Engagement of the Contractor/Temporary Worker, the
parties agree that the transfer fee shall become due
upon the date of commencement of the Engagement.
 
(e) In the event that there is an Introduction of a
Contractor/Temporary Worker to the Client which does
not result in an Assignment, but which leads to an
Engagement of the Contractor/Temporary Worker by
the Client either directly or pursuant to being supplied
by another employment business within 12 months
from the date of Introduction the Client shall be liable
to and shall elect to either:
(i) from a date to be agreed between the parties,
accept an Assignment of the Contractor/Temporary
Worker, for a period of 3 months during which the
Client shall pay the hourly charges of Employment
Business as notified to the Client at the point of
Introduction, for each hour the Contractor/Temporary
Worker is so supplied; and upon expiry of this
extended period of hire, the Client shall be at liberty to
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directly Engage the Contractor/Temporary Worker
without incurring a further fee, or
 
 
 
 
(ii) pay a transfer fee equivalent to 30% of the
Remuneration applicable during the first 12 months of
the Engagement or, if the actual amount of the
Remuneration is not known, a sum equivalent to 600
times the hourly charge in force in respect of the
Contractor/Temporary Worker as notified to the Client
at the point of Introduction.
 
(f) If the Client fails to elect an extended period of hire
or a transfer fee as set out in clause 6(e) prior to
Engagement of the Contractor/Temporary Worker, the
parties agree that the transfer fee shall become due
upon the date of commencement of the Engagement.  
 
(g) In the event that the Engagement of the
Contractor/Temporary Worker is for a fixed term of
less than 12 months, the transfer fee in clauses 6(c) or
6(e), calculated as a percentage of the Remuneration,
will apply pro-rata. If the Engagement is extended
beyond the initial fixed term or if the Client re-engages
the Contractor/Temporary Worker within 6 months of
the termination of the first Engagement the Client shall
be liable to pay a further fee based on the additional
Remuneration applicable for the period of Engagement
from first commencement, to the first anniversary of
following the initial fixed term up to the termination of
the second Engagement or the first anniversary of its
commencement, whichever is sooner.
 
(h) In the event that a Contractor/Temporary Worker
supplied to a Client is introduced by the Client to a
third party and the said third party enters into an
Engagement with the Contractor/Temporary Worker:
(i) during the course of an Assignment; or
(ii) within 8 weeks after the termination of an
Assignment; or
(iii) within 14 weeks of the commencement of an
Assignment, if termination has occurred within the first
6 weeks of the Assignment and there has been no
previous Assignment for at least 42 clear days prior to
commencement;
the Client shall be liable to pay a transfer fee
equivalent to 30% of the Remuneration applicable
during the first 12 months of the Engagement or, if the
actual amount of the Remuneration is not known, a
sum equivalent to 600 times the hourly charge in force
in respect of the as notified to the Client at the point of
Introduction.  
(i) In the event that there is an Introduction of a
Contractor/Temporary Worker to the Client which does
not result in an Assignment of that
Contractor/Temporary Worker to the Client, but the
Contractor/Temporary Worker is introduced by the
Client to a third party which results in the Engagement
of the Contractor/Temporary Worker by the third party
within 12 months from the date of Introduction the
Client shall be liable, for a transfer fee equivalent to
30% of the Remuneration applicable during the first 12
months of the Engagement or, if the actual amount of
the Remuneration is not known, a sum equivalent to
600 times the hourly charge in force in respect of the
as notified to the Client at the point of Introduction.  
(j) The Client agrees to notify the Employment
Business within 3 days of the date of any offer or
acceptance of an Engagement. Any transfer fee
referred to in this clause 6 shall become due and the
Employment Business shall be entitled to render an
invoice in respect of the transfer fee upon
commencement of the Engagement to which the
transfer fee relates. No refund of the transfer fee will
be paid in the event that the Engagement
subsequently terminates. If applicable, VAT is payable
in addition to any fee due. The Employment Business'
invoice is payable within 7 days of the invoice date.
Failure to pay within this period entitles Employment
Business to charge interest at 4% above LIBOR or at
any rate that may succeed or replace LIBOR from the
due date until the date of payment.
 
7. (a) The Employment Business endeavours to ensure
the suitability of any  Contractor/Temporary Worker
introduced to the Client by obtaining confirmation of
the Contractor/Temporary Worker’s identity; that the
Contractor/Temporary Worker has the  experience,
training, qualifications and any authorisation  which the
Client considers necessary and has advised the
Employment Business in writing in a job specification
or otherwise or which may be required by law or by
any professional body to work in the Assignment; and
that the Contractor/Temporary  Worker is willing to
work in the position which the Client seeks to fill.
Where such information is given verbally by the
Employment Business to the Client, it shall be
confirmed in writing or by electronic means by the end
of the third business day following, save where the
Contractor/Temporary Worker is being Introduced for
an Assignment in the same position as one in which
the Contractor/Temporary Worker had previously been
supplied within the last five business days and such
information has already been given to the Client,
unless the Client requests that the information be
resubmitted.  
 
(b) Whilst every effort is made by the Employment
Business to render satisfaction to the Client by
ensuring such matters as set out in 7(a) are complied
with and by ensuring reasonable standards of skills,
integrity and reliability from the Contractor/Temporary
Worker and to meet the booking details provided by
the Client, no liability is accepted by the Employment
Business for any costs, claims, damages or expenses
arising from the failure to introduce a
Contractor/Temporary Worker for all or part of the
period of the Client’s booking or from the negligence,
dishonesty, misconduct or lack of skill of the
Contractor/Temporary Worker.
 
(c) Where the Contractor/Temporary Worker:
(i) is required by law, or any professional body to have
any qualifications or authorisations to work on the
Assignment; or
(ii) the Assignment involves caring for or attending one
or more persons under the age of eighteen or any
person who by reason of age, infirmity or who is
otherwise in need of care or attention, the Employment
Business will take all reasonably practicable steps to
obtain and offer to provide to the Client, copies of any
relevant qualifications or authorisations of the
Contractor/Temporary Worker, and two references
from persons not related to the Contractor/Temporary
Worker who have agreed that the
Contractor/Temporary Worker is suitable for the
Assignment. If the Employment Business is unable to
do any of the above it shall inform the Client of the
steps it has taken to obtain this information in any
event.
 
(d) Contractors/Temporary Workers Introduced by the
Employment Business to the Client operate under
contracts for services and as such are under the
supervision, direction and control of the Client for the
duration of the Assignment. The Client is responsible
for all acts, errors and omissions of the
Contractor/Temporary Worker whether wilful, negligent
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or otherwise as though the Contractor/Temporary
Worker were an employee of the Client and the Client  
 
 
 
 
will comply in all respects with all statutes, including,
for the avoidance of doubt, the Working Time
Regulations, by -laws and legal requirements to which
the Client is ordinarily subject in respect of its own
employees and staff, including in particular the
provision of adequate Employer’s and  Public Liability
Insurance cover for the Contractor/Temporary Worker
during Assignments, but excluding the matters referred
to in clause 5. The Client shall also advise the
Employment Business of any special health and safety
matters about which the Employment Business is
required to inform the Contractor/Temporary Worker
and about any Requirements imposed by law or by
any professional body, which must be satisfied if the
Contractor/Temporary Worker is to fill the Assignment.
The Client will assist the Employment Business in
complying with the Employment Business duties under
the Working Time Regulations 1998 (as amended) 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 Contractor/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.
 
(e) The Client undertakes that it knows no reason why
it would be detrimental to the interests of the
Contractor/Temporary Worker for the
Contractor/Temporary Worker to fill the Assignment.
 
(f) The Client shall indemnify the Employment
Business against any costs, claims, damages or
expenses incurred by the Employment Business
arising out of the Assignment or Engagement of the
Contractor/Temporary Worker by the Client and/or as
a result of any breach of these terms by the Client.
 
8. (a) The Client undertakes to supervise the   
Contractor/Temporary Worker(s) assigned to it
sufficiently to ensure the Client’s satisfaction with skills
and standards of workmanship but if the services of
the Contractor/Temporary Worker prove to be
unsatisfactory the Client shall be entitled to terminate
the Assignment without notice during the first five
working days of the Assignment.
 
(b) The Client, unless otherwise specified, may at any
time upon notice (as stated in the Assignment
Specification) to  the Employment Business, terminate
an Assignment.
 
(c) The Employment Business may terminate an
Assignment at any time without prior notice and
without liability. These terms of business will remain in
full force and effect despite termination of any
Assignment arranged pursuant to it, unless also
terminated. Where the Employment Business receives
or obtains information which gives it reasonable
grounds to believe that a Contractor/Temporary
Worker is unsuitable for an Assignment it shall, without
delay, inform the Client of that information and
terminate the Assignment with immediate effect.
 
(d) Notwithstanding clauses 8(a), 8(b) and 8(c) of this
Agreement, either party may forthwith and without
liability terminate this Agreement with immediate effect
(regardless of any agreed notice period) upon notice in
writing where the other party shall become insolvent,
bankrupt or have a receiver or administrative receiver
appointed over it or over any part of its undertaking or
assets or shall pass a resolution for winding up
(otherwise than for the purpose of a bona fide scheme
of solvent amalgamation or reconstruction) or if a court
of competent jurisdiction shall make an order to that
effect or if the other party shall become subject to an
administration order or shall enter into any voluntary
arrangement with its creditors or shall cease or
threaten to cease to carry on business.
 
9.  (a) All information supplied by Employment Business
to the Client about a Contractor/Temporary Worker is
confidential and the Client agrees that it will not
divulge such information to any third party.
(b) Employment Business shall ensure that the
Contractor/Temporary Worker shall enter into an
agreement to confirm that all information obtained
about the Client during an Assignment shall remain
confidential and that all systems developed during the
course of an Assignment for the Client shall belong to
the Client.  
 
10. Employment Business and the Client shall observe
and comply with the relevant obligations of the Data
Protection Act 1998 or any re-enactment thereof.  
 
11.  All notices under this Agreement shall be in writing and
shall be delivered personally or shall be sent by
prepaid first class post, by fax or by electronic mail to
the registered office of the party upon whom the notice
is to be served. In the absence of evidence of earlier
receipt, a notice is deemed given if personally when
delivered, if by first class post within 2 days, if by fax
when dispatched, provided the transmission report is
retained and in the case of electronic mail on the date
electronic confirmation of receipt is received
 
12. Termination or expiry of this Agreement shall not affect
any rights, duties or liabilities of either party that
accrued prior to termination and those terms which by
their nature are intended to continue in effect.  
 
13. These terms are governed by English law and shall be
subject to the exclusive jurisdiction of the English
Courts.
 
 
Duly authorised for and on behalf of  Duly authorised for and on behalf of  
The Employment Business The Client  
 Signature: __________________________ Signature: __________________________
 
 Name:  __________________________ Name: __________________________
 
 Position:  __________________________ Company: __________________________
 
 Date:  __________________________ Date: __________________________
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