PERMANENT & CONTRACT TERMS OF BUSINESS

CLIENT SIGNATURE, NOT REQUIRED.

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PERMANENT TERMS:

These terms and conditions govern the provision of permanent recruitment services untaken by Equiano Group Ltd trading as Jonothan Bosworth (“we” “our” or “us”).

These terms and conditions shall supersede and replace any other terms and conditions agreed on a previous occasion and shall be deemed to have been accepted when any of the following occur;

a. you sign up to our subscription model

b. you interview one of our candidates and/or

c. you contact us to discuss or seek further information about any candidate, whose details have been provided to you, by us, whichever event occurs first.

Permanent Placement Fee

The standard fee percentage of 25% (minus any staged retained fee payments) is based on the gross annual salary offered to the candidate introduced by Jonothan Bosworth during the first year of the candidate’s employment. Gross annual salary is deemed to include weighting, allowances, bonuses, guarantees or any similar taxable allowances and/or benefits including but not limited to company cars and car allowances.

Car allowances will be at their annual monetary value. Company cars will be valued at the same rate as the equivalent car allowance for the level of role accepted, to a minimum of ₤4,000.

There will be a minimum fee of ₤4,000 for each permanent placement made by Jonothan Bosworth. For the avoidance of doubt the placement fee for staff hired on a part-time basis will be the same as the full time equivalent. The placement fee is subject to Value Added Tax.

Fixed Term Contract

A scale of charges based on the placement fee as above becomes due on the first day and subsequent extensions of any Fixed Term Contract.

*Length of first FTC

**% of placement fee charged on commencement of FTC

***% of placement fee charged for each additional month (up to 100%)

*Up to 26 weeks - **65% - ***5%

*27 – 39 weeks - **80% - ***5%

*40 weeks or more - **100% - ***N/A

Types of Fee:

SUBSCRIPTION

- Pay monthly, for 7 ‘any time’ vacancies within a 12-month period.

- Monthly fees are £2000 +VAT per month for roles with salaries below £45,000; £3000 +VAT per month for roles with salaries below £60,000 and £5,000 +VAT per month for roles with salaries below £75,000.
- 100% money back if:

> there's a cancellation before work begins (‘work beginning’ would be defined as posting a job advertisement on a public-facing platform, for example)
> we do not fill vacancies (on a pro rata basis) i.e. if we fail to fill 1 of 7 roles, then 14.29% of the subscription fee would be refunded.

RETAINED | 17.5%
- £1,000 +VAT upfront, ‘non-refundable’ payment, per vacancy.
- 50% fee remainder is paid within 14 days of ‘offer accepted’.
- c. 50% fee remainder is paid within 14 days of ‘start date’.
- Rebate = 1 month at 80%, 2 months at 50%, 3 months at 20%

EXCLUSIVE | 20%
- 100% fee payment within 14 days of ‘start date’

- Rebate = 1 month at 80%, 2 months at 50%

CONTINGENCY | 25%
- Rebate = 2 weeks at 65%, 4 weeks at 35%

Cancellation Fee (for retained & exclusive): valid up to 120 days after start of search: £1000 +VAT (per vacancy) to be paid within 48 hours of cancellation.

Any Additional Service Level & Candidate Engagement Timeframes: agreed via email.

Refund of Placement Fee

If the candidates engagement with the Client is lawfully terminated for any reason other than redundancy, within the period specified below (no trial periods allowed), and Jonothan Bosworth fails to provide a suitable replacement within a reasonable time period, the Client will receive a rebate against fees invoiced provided that:

The Client notifies Jonothan Bosworth in writing within 7 days of such termination;

The Client shall not use any other agency, consultancy, third party or other service connected with presenting Candidates in respect of the requirement(s); and

Fees have been paid in full by the invoice date due in which event the relevant rebate will apply

If the terminated Candidate is subsequently re-engaged within the Client’s organisation or any previously introduced applicant is engaged for this position within 12 months of such termination the Client shall immediately refund in full to Jonothan Bosworth any rebates received.

A rebate shall not be payable in respect of the engagement of any Candidate who has not been directed through Jonothan Bosworth as a result of the Client’s consideration of direct applications or approach to any other agency, consultancy, third party or other service.

Notification of Hire

You undertake to notify us immediately upon you or an associate or subsidiary company agreeing an engagement (whether on a permanent or temporary basis and whether directly or indirectly through another legal entity) with any candidate who has been introduced by us or whose details have been supplied by us during the preceding 3 months, including, if the candidate has applied to you direct for a role, and pay to us a placement fee as specified above.

If a candidate for a permanent role is interviewed and subsequently hired by you on agreed temporary or contract terms, then should the candidate be engaged on a permanent basis by you or an associated or subsidiary company then the placement fee due shall be calculated in accordance with the Permanent Recruitment Service Terms and Conditions in place on the day the candidate becomes a permanent employee.

All information relating to any Candidate must be treated as being strictly confidential and protected, and must not be forwarded to any third party without Jonothan Bosworth’s and the Candidate’s permission. Any placement arising as a result of such a referral will be subject to the clause below;

If the Client, a member of the Client’s staff or an employee of the Client’s associated companies refers a Candidate introduced by Jonothan Bosworth to a third party or an associated company of the Client and that period starting from the initial introduction, the Client is fully responsible and liable for full payment of any fees due. No rebate allowance shall apply under these circumstances.

Invoicing

(Apart from the Subscription Model) you will be invoiced on the day the applicant starts employment with you. The fee becomes payable within 14 days from the invoice date / candidate start date (whichever is sooner), unless stated otherwise. If the offer of employment is withdrawn prior to the candidate starting, the full fee remains due.

In the event that you fail to make a payment by the required date, we reserve the right to charge interest in line with current legislation with interest commencing from the time payment becomes due.

Liability

Whilst every endeavor is made by Jonothan Bosworth to introduce satisfactory applicants to you, and notwithstanding our obligations under the relevant Agency Regulations we will also expect you to satisfy yourselves of whether the candidate is fit for purpose, and to take up any required references, arrange medical examinations and to obtain any necessary work permits or other permits prior to the engagement of the applicant. We shall not be liable for any loss (including loss of profits), damage or expense in any way connected with the provision of our recruitment services.

You warrant the there will be no health and safety risk to the candidate in working for you in the position concerned and if there are any such risks you agree to notify us in writing of the nature of any such risks and the steps that have been taken by you to minimize such risks.

Considerations

You will not during the term of the Agreement or for a period of 12 months thereafter solicit or entice away any of our employees (with whom you have had dealings with in connection with this Agreement), or a fee ₤12,000 will become due.

These terms and conditions will be effective from the date as specified above and shall thereafter to all permanent recruitment services provided by us to you for a period of 18 months from the effective date, unless varied or substituted in writing and signed by you to us or vice versa.

Jurisdiction

These conditions shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

For the purpose of the Conduct of Employment Agencies and Employment Business Regulations 2003, please note that in providing these permanent recruitment services to you that we shall be operating as an Employment Agency.

Signed

Shimron Equiano

Title

Director

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CONTRACT TERMS:

CLIENT TERMS OF BUSINESS FOR THE SUPPLY OF CONTRACT RECRUITMENT SERVICES

These terms and conditions govern the provision of contract recruitment services untaken by Equiano Group Ltd trading as Jonothan Bosworth (“we” “our” or “us”).

These terms and conditions shall supersede and replace any other terms and conditions agreed on a previous occasion and shall be deemed to have been accepted when any of the following occur;

a. you interview one of our candidates and/or

b. you contact us to discuss or seek further information about any candidate, whose details have been provided to you, by us, whichever event occurs first.

1. DEFINITIONS

1.1 In these terms of business (“the Agreement”) the following definitions apply:-

“Assignment Schedule” means the period during which the Contractor/Consultancy is supplied by Jonothan Bosworth to render services to the Client;

“AWR” means the Agency Worker Regulations 2010;

“Client” means the person, firm, company or corporate body together with any subsidiary or associated company as defined by the Companies Act 1985 to whom the Contractor/Consultancy is introduced and who is the recipient of the Services;

“Conduct Regulations” means the Conduct of Employment Agencies and Employment Business’s Regulations 2003 (as amended);

“Jonothan Bosworth” means Equiano Group Ltd, trading as Jonothan Bosworth, whose registered address is 85 Great Portland Street, First Floor, London, England, W1W 7LT, England.

“Contractor” means a person or consultancy working through a Limited Company (including any personal services company or umbrella company) or any other individual introduced to the Client by Jonothan Bosworth and Engaged by the Client to carry out an Assignment (and save where otherwise indicated, includes any officer, employee or representative thereof). For the avoidance of doubt the Contractor is not employed by Jonothan Bosworth;

“Employment Business” means Equiano Group Ltd trading as Jonothan Bosworth, whose registered address is 85 Great Portland Street, First Floor, London, England, W1W 7LT, England.

“Engagement” means the engagement, employment or use of the Contractor’s services or the services of any officer, employee or representative of the Contractor/Consultancy, directly by the Client or any third party or through any other employment business on a permanent, contract or temporary basis whether under a contract of service or for services, or an agency, licence, franchise or partnership arrangement; or any other engagement. “Engage”or “Engaged” shall be construed accordingly;

“Introduction” means (a) the Client’s interview of an officer, employee or representative of the Contractor/Consultancy, in person or by telephone, following the Client’s instruction to Jonothan Bosworth to supply a Contractor or (b) the passing to the Client of information which identifies a Contractor; and which leads to an Engagement. “Introduced” or “Introduce” shall be construed accordingly;

“Remuneration”includes fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement or Assignment completion payments, and all other payments taxable, (and, where applicable, non-taxable) payable to or receivable by the Contractor for services rendered to or on behalf of the Client;

“Services” means the services provided by Jonothan Bosworth as set out in this Agreement and for the avoidance of doubt does not include the services or work performed by the Contractor for the Client pursuant to the Assignment Schedule;

“Third Party” means any third party person, firm or company who, directly or indirectly, Engages any Contractor: (a) following an Introduction, directly or indirectly, by the Client, or (b) directly or indirectly, from, by with or through the Client, or (c) in circumstances where the Client has, directly or indirectly, been wholly or partly instrumental in introducing such Contractor to such third party person, firm or company, or to any other person, firm or company, has directly or indirectly, Engaged such Contractor.

1.2 Unless the context otherwise requires, 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 (including any Assignment Schedule) constitute the contract between Jonothan Bosworth and the Client for the supply of the Contractor/Consultancy’s services to the Client and are deemed to be acceptable and agreed to by the Client by virtue of (a) an introduction to or the Engagement by the Client of a Contractor; or (b) the passing of information about the Contractor by the Client to any Third Party; or (c) the Client’s interview or request to interview a Contractor; (d) any written (including email or text) or other expressed acceptance of these terms; or (e) the signature by the Client of an Assignment Schedule, timesheet or invoice of a Contractor. For the avoidance of doubt these terms apply whether or not the Contractor is Engaged for the same type of work as that for which the Introduction was originally effected.

2.2 For the avoidance of doubt in the event that the Client fails to sign the relevant Assignment Schedule (including any extension or renewal of the same) within 24 hours preceding the Contractor commencing work for the Client, then the terms of the Assignment Schedule will be deemed to have been accepted and agreed to by the Client who agrees to be legally bound by the same.

2.3 These terms (including the Assignment Schedule) contain the entire agreement between the parties and unless otherwise agreed in writing by the Director of Jonothan Bosworth, these terms prevail over any terms of business or purchase conditions put forward by the Client.

2.4 No variation or alternation to these terms shall be valid unless approved by a Director of Jonothan Bosworth in writing.

THE SERVICES

3.1 The Services to be provided by Jonothan Bosworth consist of the provision to the Client for the Engagement of a Contractor / Consultancy on a temporary or contract basis (including any Contractor’s subsequent conversion to permanent employment).

3.2 Should the Client decide to Engage a Contractor / Consultancy then it shall notify Jonothan Bosworth immediately. In the case where a Client wishes to Engage a Contractor / Consultancy on a permanent basis the

Client shall also provide details of:

1) the Remuneration offered;

2) the terms of the Engagement; and

3) anticipated start date for the Contractor.

3.3 Where Jonothan Bosworth and the Client have agreed that the Contractor / Consultancy will be engaged on a contract or temporary basis then Jonothan Bosworth shall provide the Client with an Assignment Schedule confirming the name of the Contractor / Consultancy, the agreed charge rate, term of the Assignment, notice periods and other relevant details communicated and agreed between the parties.

CLIENT OBLIGATIONS

4.1 The Client shall give to Jonothan Bosworth such information as Jonothan Bosworth may reasonably request from time to time in order to comply with its legal obligations under the Conduct Regulations, AWR or any other relevant legislation.

4.2 Where the Contractor that is in scope of the AWR has been engaged in an Assignment for 7 continuous weeks and is likely to be engaged for more than 12 continuous weeks (as defined in the AWR), the Client is required to inform Jonothan Bosworth, in writing, with information regarding the working and employment conditions of comparator employees who are employed directly by the Client, if any. Where the Client fails to provide Jonothan Bosworth with the required information before the expiry of 13 continuous weeks worked by the relevant Contractor, or fails to provide the correct information within the same timeframe, then the Client will fully indemnify Jonothan Bosworth for any loss, damage, penalty, fine, action (including legal costs) or demand that Jonothan Bosworth suffers as a result of the same. Furthermore Jonothan Bosworth will be entitled to terminate the Contractor’s contract immediately without notice or liability should the Client fail to provide the correct and required information within the requisite timeframe.

4.3 The Client shall be responsible for providing the necessary resources and facilities for the Contractor / Consultancy and acknowledges that only the Client is in the position to monitor the quality and delivery of the Assignment services on a day to day basis.

4.4 The client shall ensure that it complies with all relevant health and safety legislation and acknowledges that it is solely liable for the provision of a safe place to work.

4.5 The Client undertakes to notify Jonothan Bosworth immediately of its, or any member of the Client’s group of companies intention to: a) engage a Contractor / Consultancy Introduced by Jonothan Bosworth; or b) extend an Assignment or otherwise Engage directly or indirectly a Contractor / Consultancy Introduced or supplied by Jonothan Bosworth.

4.6 The Client acknowledges that it is solely responsible and liable for the provision of access to its collective facilities, amenities and job vacancies on the first day of a Contractor commencing an Assignment with the Client where such Contractor is in scope of the AWR.

ASSIGNMENT SCHEDULE DETAILS

5.1 Prior to the commencement of the Assignment, or if this is not practical, upon commencement of the Assignment, Jonothan Bosworth will send to the Client written confirmation of the Assignment specifying the duration of the Assignment, the identity of the Contractor, the hourly or daily rate charged by Jonothan Bosworth together with such expenses as may have been agreed, any notice period to terminate the contract, the intervals at which invoices shall be rendered to the Client by Jonothan Bosworth and any other relevant information.

CHARGES

6.1 The Client agrees to pay the hourly, daily or monthly charges of Jonothan Bosworth as notified at the commencement of the Assignment and which may be varied from time to time during the Assignment. The charges are calculated according to the number of hours or days worked by the Contractor / Consultancy (to the nearest quarter hour) and comprise mainly the Contractor / Consultancy’s hourly or daily rate but also include Jonothan Bosworth’s commission and any travel, hotel or other expenses as may have been agreed with the Client or, if there is no such agreement, such expenses as are reasonable. A standard working day is defined as 8 hours per day.

6.2 Value Added Tax (VAT), if applicable, is payable on the entirety on these charges.

6.3 Overtime will be charged at time and half after 8 hours worked per day and double time for weekends and public holidays.

6.4 The charges are invoiced to the Client on a weekly or monthly basis as specified in the Assignment Schedule Details and are payable within 14 days.

6.5 Jonothan Bosworth reserves the right to charge interest on any overdue amounts at the rate of 8.5% per annum above the base rate from time to time of the Bank of England from the due date of payment.

6.6 There is no rebate payable in respect of the charges of Jonothan Bosworth.

6.7 If the Client is unable to sign a timesheet produced for approval by the Contractor because the Client disputes the amount of time claimed, then the Client shall notify Jonothan Bosworth within 1 working day if such refusal to sign the timesheet and shall co-operate fully and in a timely fashion with Jonothan Bosworth to enable Jonothan Bosworth to establish the veracity of the time and work claimed.

6.8 The Client acknowledges that Jonothan Bosworth may increase its Charges where the cost of supply of the Contractor increases due to equal pay entitlements under the AWR.

TIMESHEETS

7.1 At the end of each week or month of the Assignment (or at the end of the Assignment where the Assignment is for a period of less than one month or is completed or finished before the end of a month) the Client shall sign/authorise Jonothan Bosworth’s time sheet verifying the number of hours or days worked by the Contractor during that period of the Assignment.

7.2 Signature/authorisation of the timesheet (whether in writing, by email or text message) by the Client is confirmation of the number of hours or days worked and constitutes acceptance that the Contractor’s services have been provided for the hours or days indicated in accordance with these terms. Failure to sign the timesheet (or the relevant Assignment Schedule) does not affect the Client’s obligation to pay the charges set out in these terms in respect of the hours or days worked.

PAYING THE CONTRACTOR

8.1 Jonothan Bosworth is responsible for paying the Contractor and for deducting any sums as may be required by Law.

INTRODUCTION FEES

9.1 At the clients request Jonothan Bosworth can consider changing the Engagement from contract to permanent. The introduction fee to transfer a Contractor to a permanent/full time Engagement is 25% of the first year annual Remuneration with fees payable within 14 days of the candidates’ first day as a permanent employee.

9.2 The Engagement by a Client of a Contractor / Consultancy that has been introduced or supplied by Jonothan Bosworth, without the prior written agreement of Jonothan Bosworth (either directly or indirectly through a Third Party), or the introduction by the Client of a Contractor to any Third Party resulting in an Engagement renders the Client subject to the payment of a 30% introduction fee calculated by multiplying the hourly, daily or monthly fee on a pro rata basis to provide an annualised charge, provided the engagement takes place within a period of 12 months from the termination of the Assignment under which the Contractor was last supplied, or if there was no Assignment, within 12 months of the introduction of the Contractor by Jonothan Bosworth. 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.

LIABILITY

10.1 Whilst every effort is made by Jonothan Bosworth to give satisfaction to the Client by ensuring reasonable standards of skills, integrity and reliability from Contractors / Consultancies and to provide the same in accordance with the Assignment details provided by the Client, no liability is accepted by Jonothan Bosworth for any loss, expense, damage, costs or delay arising from the failure to provide a Contractor for all or part of the period of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Contractor or if the Contractor terminates the Assignment for any reason. For the avoidance of doubt, Jonothan Bosworth does not exclude liability for death or personal injury arising from its own negligence.

10.2 Contractors / Consultancies provided by Jonothan Bosworth to the Client are deemed to be under the supervision of the Client for the duration of the Assignment. The Client will comply in all respect statutes, by-laws and legal requirements including provision of adequate Public Liability insurance in respect of the Contractor. The Client shall indemnify Jonothan Bosworth against any costs, claims, damages and expenses incurred by Jonothan Boswoth as a result of any breach of these terms by the Client.

10.3 The Client shall advise Jonothan Bosworth of any special health and safety matters about which Jonothan Bosworth is required to inform the Contractor and about any requirements imposed by law or by any professional body, which must be satisfied if the Contractor / Consultancy is to fulfill the Assignment. Where applicable, the Client will assist Jonothan Bosworth in complying with Jonothan Bosworth’s duties under the Working Time Regulations by supplying any relevant information about the Assignment requested by Jonothan Bosworth and the Client will not do anything to cause Jonothan Bosworth to be in breach of its obligations under these Regulations. Where the Client requires or may require the services of a Contractor for more than 48 hours in any week, the Client must notify Jonothan Bosworth of this requirement before the commencement of that week.

10.4 The Client shall fully indemnify and keep indemnified Jonothan Bosworth against any costs, claims or liabilities incurred by Jonothan Bosworth arising out of any act or omission of the Client (or its employees, agents, officers or contractors) or arising out of any breach of the applicable law or these terms by the Client.

10.5 The total liability of Jonothan Bosworth (including that assumed under any indemnity) under this Agreement (or arising under statute, tort or for any other reason) shall not exceed the total amount paid by the Client to Jonothan Bosworth for the relevant Contractor / Consultancy during the one calendar month period preceding such costs, claims or liabilities arising. For the avoidance of doubt this amount does not include any amounts relating to the wages paid to the Contractor.

10.6 Jonothan Bosworth will not be liable for any indirect and consequential loss including (but not limited to) loss of profits, sales, revenue, hardware, software, data or waste or management or staff time.

TERMINATION OF THE ASSIGNMENT

11.1. The Client may terminate the Assignment by giving to Jonothan Bosworth [in writing] the period of notice specified in the Assignment Details Schedule.

11.1 Notwithstanding the provisions of sub-clause 11.1 the Client may terminate the Assignment forthwith by notice in writing to Jonothan Bosworth where:

11.2.1. The Contractor is in wilful or persistent breach of its obligations

11.2.2. The Client reasonably believes that the Contractor has not observed any condition of confidentiality applicable to the Contractor from time to time; or

11.2.3. For any reason the Contractor proves unsatisfactory to the Client.

11.3 Jonothan Bosworth may terminate an Assignment forthwith by notice in writing:

11.3.1. If the Client is in wilful or persistent breach of its obligations under these Terms; or

11.3.2. If the Client becomes bankrupt or has a receiving order or administrative order made against it or is put into liquidation (save for the purposes of solvent reconstruction or amalgamation).

12. LAW

12.1. These terms are governed by the Law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.

Name: Shimron Equiano

Position: Director

Signed on behalf of Equiano Group Ltd t/a Jonothan Bosworth

Shimron Equiano