Terms of Business for the supply of Temporary Staff and the introduction of Permanent Staff

1. In these Terms of Business the following definitons apply:

"Assignment" means the period during which a Temporary Worker is supplied to render services to the Client. "Candidate" means an individual whose services are supplied by the Company to the Client for a permanent Engagement."Client" means the person, firm or corporate body together with any subsidiary  or associated company as defined by the Companies Act 1985 to whom a Candidate or Temporary Worker is supplied: "the Company" means Partners Employment Services Limited (no. 3165638) whose registered office is at 7 Church Walk, Trowbridge, Wiltshire. BA14 8DX. "Introduction" means the Client's interview of a Candidate in person or by telephone or the presentation of a Candidate or a Candidate's curriculum vitae to the Client by the Company following the Client's instruction to the Company to search for a Candidate, whether or not the Client knew such Candidate previously which leads to an Engagement of that Candidate by the Client. "Engagement" means any employment or use of the Candidate or Temporary Worker on a permanent or temporary basis whether under a contract of service or for services; an agency; license; franchise or partnership agreement; or any other engagement. "Remuneration" includes base salary, guaranteed and/or anticipated bonus and commision 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 Candidate for services rendered to or on behalf of the Client. Where a company car is provided by the Client a notional amount of £2000 will be added to the salary in order to calculate the Company's fee. "Temporary Worker" means an individual whose services are supplied by the Company to the Client for a temporary Engagement.

2. These Terms govern the provision of temporary staff and the introduction and supply of permanent staff by the Company to the Client. By asking the Company to make any such supply or introduction the Client is deemed to accept these terms and conditions which shall prevail over any terms and conditions by the Client.

Temporary Staff

3. The Client will comply in all respects with all statutes and for the avoidance of doubt, with 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 matters specifically mentioned in clause 7 below), including the provision of adequate employer's and public liability insurance for the Temporary Worker during all Assignments. The Client shall also advise the Company of any special health and safety matters about which the Company is required to inform the Temporary Worker. The Client will assist the Company in complying with the Company's duties under the Working Time Regulations by supplying any relevant information requested by the Company and the Client will not do anything to cause the Company to be in breach of its obligations under those 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 Company of the requirement before the commencement of that week.

4. The relevant charge for the supply of a Temporary Worker will be based upon the hours worked at the rate to be notified by the company to the Client at the time of the booking of the worker or if not so advised then, it shall be in accordance with the Company's scale of charges applying at that time.  VAT, over-time, shift premium, travelling and other expenses shall be payable in addition.  The Company will submit invoices on a weekly basis.

5. The Client agrees to pay the Company for a minimum of four hours, even if they require the Temporary Worker for fewer hours than this.

6. 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 Company to remove the Temporary Worker.  The Company may in such circumstances and at its discretion reduce or cancel the charges for the time worked by that Temporary Worker provided that the Assignment terminates:-

(i) within four hours of the Temporary Worker commencing the Assignment where the booking is for more than seven hours; or

(ii) within two hours for bookings of seven hours or less;

and also provided that notification of unsuitability of the Temporary Worker is confirmed in writing to the Company within 48 hours of the termination of the Assignment.

7. 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 is completed before the end of a week) the Client shall sign the Company's timesheet verifying the numbers of hours worked by the Temporary Worker during that week.  Signature of the timesheet by the Client indicates satisfaction with the services of the Temporary Worker and confirmation of the number of hours worked.  Failure to sign the timesheet does not absolve the Client of the obligation to pay the charges for the hours worked.

8. The Company assumes responsibility for checking references of Temporary Workers, checking Temporary Workers identification and right to work in the UK.  The Company will also assume 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.

9. When required the Company will check the Tempoary Workers skills and qualifications.

10. In the event of the Engagement by the Client of a Temporary Worker supplied by the Company for an Assignment either (1) directly or (2) pursuant to being supplied by another employment business, during the Assignment or within whichever is the longer of either:-

(i) 14 weeks from the start of the first Assignment (each new Assignment where there has been a break of more than 42 days (6 weeks) since the end of a previous Assignment shall also be considered to be the 'first Assignment' for these purposes); or

(ii) 8 weeks from the day after the last day the Temporary Worker worked on the Assignment the Client shall be liable, subject to electing by giving 7 days prior notice, to either:

a) An extended period of hire of the Temporary Worker being 12 weeks during which the Client shall pay the current hourly charge agreed pursuant to clause 4 for each hour the Temporary Worker is so employed or supplied; or

b) A Transfer Fee calculated as follows: if the Temporary Worker is employed in a permanent capacity and the total remuneration is known to the Company a fee as set out in clause 12 below; or in any other case a fee equal to 200 times the hourly rate last charge by the Company to the Client in relation to that Temporary Worker (or if that Temporary Worker has not previously been supplied to the Client) 200 times the Company's standard hourly rate for that category of Temporary Worker.  No refund of the Transfer Fee will be paid in the event that the Engagment subsequently terminates.  VAT is payable in addition to any fee due.

However, where the Client does not give such notice before the Temporary Worker is Engaged the parties agree that the Transfer Fee shall be due.

Permanent Staff

11. The Client agrees to notify the Company immediately of an offer and/or acceptance of a permanent position to a Candidate, and to provide details of Remuneration payable.  Subject to clause 14(ii) below, no fee is incurred until the Candidate commences the Engagement when the Company will render an invoice for its fees.

12. The fee payable to the Company by the Client for an Introduction resulting in the Engagement of a Candidate is calculated in accordance with the Fee Structure set out below on the Remuneration applicable during the first 12 months of the Engagement.  VAT will be charged on the fee if applicable.

13. In the event that the Engagment is for a fixed term of less than 12 months the fee in clause 12 will be pro-rated.  If the Engagment is extended beyond the initial fixed term or if the Client re-engages the Candidate within three 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 engagment following the inital fixed term up to the termination of the second engagement or the first anniversary of its commencement, whichever is the sooner.

14. 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 seven days of its termination.

(i) if the Engagement terminates before the expiry of 10 weeks from the commencement of the Engagement (except where the Candidate is made redundant) the Client will be entitled to a refund of 10% of the total invoice for every week of the said 10 week period unworked.

(ii) if, after an offer of Engagement has been made to the Candidate, the Client decides for any reason to withdraw it before the commencement of the Engagement, the Client shall be liable to pay the Company a minimum fee of 8% of the annual Remuneration.;

(iii) should the Client subsequently re-engage the Candidate within a period of six calendar months from the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with clause 12 above becomes payable with no entitlement to the refund.

15. (i) Introductions of Candidates are confidential.  The disclosure by the Client to a third party of any details regarding a Candidate introduced by the company which results in an Engagement with the third party within 6 months of the Introduction renders the Client liable to payment of Company's fee as set out in clause 12 above with no entitlement to any refund.

15 (ii) An introduction fee in accordance with clause 12 above will be charged in relation to the Engagement of any Candidate 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 Introduction.

15. (iii) In the event that any employee of the Company with whom the Client has had personal dealings accepts an Engagement with the Client within 3 months of leaving the Company's employment, the Client shall be liable to pay an introduction fee to the Company in accordance with clause 12 above.

Drivers

16. Where the Temporary Worker is a driver the following additional conditions will apply:-

(i) as far as reasonably possible references of the driver will be checked.  Whilst appropriate driving licences and driving permits will be examined by the Company the Client must satisfy itself that al licences and other documentation appertaining to a driver are in order before permitting a driver to take charge of a vehicle.

(ii) the Client is responsible for ensuring that drivers and vehicles comply with all provisions of the Road Transport Act 1968 and all other road transport and road traffic legislation and it is the Client's responsibility to take proper steps in relation to the insurance, maintenance and safety of vehicles and legality of  documents and effect all other necessary liability insurances and the Client accepts that as user of the driver he has sole responsibility and control over the driver's duties, journeys and hours of work and all statutory duties in respect of driving licences and where appropriate tachographs.

(iii) the Company emphasises that it may be impractical for the Company to obtain references in every case and the Company can accept no liability of any kind whatsoever for any loss or damage to propery or any other loss, injury or fatality arising directly or indirectly from any act or omission of any driver introduced by the Company even if such act or omission is negligent or fraudlent or reveals dishonesty or lack of skill on the part of the driver.

General

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

18. The Client is responsible for assessing the suitability of any permanent staff introduced by the Company and the Client is also responsible for taking up references in relation to the skills, qualification and integrity of such staff.  The Company makes no warranty as to the suitability, ability or competence of candidates whether permanent or temporary.

19. The Company accepts no liability for any loss, damage, costs or expenses howsoever caused (whether direct, indirect or consequential) resulting directly or indirectly from:-

(i) any act, error or omission, including negligence, dishonesty or fraud, of any Candidate or Temporary Worker introduced or supplied to the Client;

(ii) the non-attendance on any Assignment of any Temporary Worker;

(iii) the failure by the Company to supply a Temporary Worker for all or any part of any booking; and the Client will indemnify the Company against any claims whatsoever made against the Company arising out of the introduction or supply of any candidate or Temporary Worker and against any claims by and Candidate or Temporary Worker arising out of the Client's acts or omissions and/or as a result of any breach of these Terms by the Client.

20. The Company confirms that work seekers submitted to the Client for work, will be willing towork in the position they are supplied for.

21. The Client is responsible for ensuring that it holds any necessary licences, permits and consents for any work a Temporary Worker or permanent candidate is required to do in relation to any place where that work is to be carried out and shall be responsible for ensuring compliance with all health, safety and other legislation in relation to any engagement.

22. No variation of these Terms shall be made without the written consent of a director of the Company.

23. These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.

24. All notices shall be in writing and may be given by pre-paid first class post [ or by fax] and shall be deemed to have been given 48 hours after posting [, if sent by post, or upon receipt, if sent by fax, but only if a transmission report is generated by the sender's fax machine recording a message from the recipient's fax machine confirming that the fax was send to the number indicated below and confirming that all papers were successfully transmitted].

[All notices must be addressed to:

Partners Employment, 7 Church Walk, Trowbridge, BA14 8DX

Fax number: 01225 760888]