Terms and Conditions of Business

Any business undertaken by SMG is transacted subject to the following Terms & Conditions of business.

DEFINITIONS

In these Terms & Conditions of Business the following definitions apply

“Applicant” means the person introduced by the Company to the Client for an Engagement.

“Client” means (Client’s name & address……………………..)

“Company” means SMG, 1 Mulberry Rise, Firdale Park, Northwich, Cheshire. CW8 4UQ.

“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, licence, franchise or partnership agreement; or any other engagement.

“Introduction” means the Client’s interview of an Applicant in person or by telephone, or the passing to the Client of a CV or other information which identifies the Applicant and which leads to an Engagement of that Applicant by the Client.

“Remuneration” includes base salary, guaranteed bonus and commission earnings, allowances, inducement payments, and company car allowance. Commission payments which are not guaranteed and stock options are not considered part of the remuneration package.

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 These terms contain the entire agreement between the parties and unless otherwise agreed in writing by the Company these Terms of Business prevail over any other terms of business or purchase conditions put forward by the Client. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between the Company 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.

2.3 The Client shall agree as a condition of this contract that any disputes between the Company and the Client, regardless of the Client’s location shall be governed by the Law of England and are subject to the exclusive jurisdiction of the Courts of England.

2.4 The Client agrees: a.It will 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 Engagement to the Applicant has been accepted and provide details of the remuneration to the Company, and c.To pay the Company’s fee within 14 days of date of invoice.

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

2. The Company reserves the right to charge interest on invoiced amounts unpaid for more than 14 days at the rate of 2.5% per annum above the base rate from the due date until the fee is settled.

FEES CONTINGENCY

3.1 The fee payable to the Company by the Client for an introduction resulting in an Engagement is the amount equal to 20% of the remuneration applicable during the first 12 months of the Engagement. VAT will be charged on the fee where applicable.

3.2 In the event that the Engagement is for a fixed term, the fee clause 3.1 will be pro rated. If the Engagement is extended beyond the initial fixed term or if the Client re-engages the Applicant within12 months of the termination of the first Engagement the Client shall be liable to pay a further fee based on additional Remuneration applicable.

FEES RETAINED ASSIGNMENT

4.1 The fee payable to the Company by the Client for an introduction resulting in an Engagement is the amount equal to 17.5% of the remuneration applicable during the first 12 months of the Engagement. VAT will be charged on the fee where applicable. The fee will be paid in 3 equal installments as follows;

a.One third on commencement of the retained assignment (the retainer)

b.One third on acceptance of the shortlist by the client (the shortlist fee)

c.The balance on commencement of employment (the completion fee)

4.2 In the event that the Client subsequently cancels a retained assignment, or the Client for any reason materially alters the terms agreed by both parties at the commencement the Client shall be liable for 50% of the total fee.

GUARANTEES

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

5.2 If a successful Applicant’s employment is lawfully terminated for any reason other than redundancy the following refund scale will apply: a.Within one calendar month of employment, two thirds of the total fee will be repaid to the Client b.Within two calendar months of employment one half of the total fee will be repaid to the Client c.Within three calendar months of employment one third of the total fee will be repaid to the Client

5.3 If for any reason the Applicant is made redundant during the first three months of employment the Client accepts that they will pay the full amount of the fee.

5.4 If, after an offer of Engagement has been made to the Applicant, the Client decides for any reason to withdraw it, the Client shall be liable to pay the Company a minimum fee of £500.

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 Company, which results in an Engagement with that third party within 12 months of the introduction renders the Client liable to payment of the Company's fee as set out in clause 3.1 with no entitlement to any refund.

6.2 An introduction fee calculated in accordance with clause 3.1 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 12 months from the date of the Company's introduction.

6.3 Should the Client or any subsidiary or associated company of the Client subsequently re- engage the Applicant within the period of 12 calendar months from the date of termination of the Engagement or withdrawal of the offer a full fee calculated in accordance with clause 3.1 above becomes payable, with no entitlement to any refund.

6.4 Where an Applicant has been introduced to a Client and the process leading to Engagement of the Applicant exceeds 12 months from initial introduction but the process has been continuous and ongoing, unless the Client informs the Company in writing that the Applicant has been rejected then the full fee as in 3.1 becomes payable.

6.5 The Company shall, from time to time, submit to the Client, Applicant’s CV’s which the Company judges to be of interest to the Client in respect of the Client’s business requirements. These Applicant CV’s shall be classed as an Introduction in accordance with these Terms & Conditions of Business.

6.6 The Client must inform the Company immediately if an Applicant submitted by the Company has already been received from another source prior to submission by the Company. Should the Client fail to do so and allow the Company to act on behalf of the Applicant and the Applicant is subsequently engaged then the full fee as in 3.1 becomes payable.

SUITABILITY

7.1 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.

LIABILITY

8.1 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.