Amare James Ltd. – Terms and Conditions of Business

Section 1: General

1. Definitions

In these conditions the following terms shall have the following meanings.

1.1 ‘Amare James Ltd’

Means Amare James Ltd a company registered in England and Wales under Company Number 09907295 whose registered address is 29-31 Oxford St, Soho, London, W1D 2DR;

1.2 ‘Agreement’

Means these Terms and Conditions of Business together with any Assignment / Project Specification and / or written special conditions and/ or any other agreed schedules or documents attached and signed by Amare James Ltd;

1.3 ‘Client’

Means the person, firm or corporate body together with any subsidiary or associated or connected company or person as defined by the Companies Act 2006 to whom Amare James Ltd introduces Candidates and / or Contractors;

1.4 ‘Candidate’

Means the person introduced by Amare James Ltd to the Client for an Engagement including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, and member or employee of the Candidate if the Candidate is a limited liability partnership, and members of Amare James Ltd.’s own staff;

1.5 ‘Contractor’

Means the person, limited company, limited liability partnership or other equivalent legal entity whether incorporated under the laws of England or Wales or not Introduced and / or supplied by Amare James Ltd to carry out the assignment and where the Contractor is a limited company or limited liability partnership then this definition shall include but not be limited to all officers, employees, members and other representatives thereof;

1.6 ‘Engagement’

Means the engagement, employment or use of the Candidate and / or Contractor by the Client or by any third party to whom or to which the Candidate and / or Contractor was introduced by the Client (whether with or without Amare James Ltd.’s knowledge or consent) on a permanent or temporary basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or through any other engagement; directly or through a limited company of which the Candidate is an officer or employee or through a limited liability partnership of which the

Candidate is a member or employee; and ‘Engage’ ‘Engages’ and ‘Engaged’ shall be construed accordingly;

1.7 ‘Introduction’

Means the interview of the Candidate or Contractor in person or by telephone or the provision of a curriculum vitae or other information which identifies the Candidate or Contractor and ‘Introduced’ shall be construed accordingly and shall include ‘Introducing’ and ‘Introduced’;

1.8 ‘Regulations’

Means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 or any amendment of those regulations;

1.9 ‘Remuneration Package’

Means the gross annual taxable basic salary payable to or receivable by the Candidate or Contractor pursuant to an Engagement, paid to the Candidate or Contractor during the first year of Engagement or attributable to such payment and paid subsequently;

1.10 ‘Assignment’

Means the period during which the Candidate is supplied to provide services to the Client;

1.11 ‘Assignment/ Project Specification’

Means the document or letter (including any addendum and/ or special conditions attached thereto) setting out the details of particular assignment or project to include but not limited to terms of engagement, description of work and position;

2. This agreement is deemed to be accepted by the Client by virtue of

(a) an Introduction to the Client of, or the Engagement of, a Candidate and / or Contractor or

(b) the passing of information about the Candidate and / or Contractor by the Client to any third party following an introduction or

(c) the Client’s interview or request to interview a Candidate and / or Contractor or

(d) the Client’s signature at the end of this agreement or

(e) the authorisation and / or signature by the Client of a timesheet of a Contractor assigned by Amare James Ltd to the Client or

(f) the Candidate and / or Contractor commencing the provision of services, accepting an Assignment or any analogous action on the part of either the Client, Contractor or Candidate that reasonably indicates an acceptance of services.

3. The Client shall, and shall ensure that its associated persons as defined in the Bribery Act 2010, will conduct themselves in compliance with all applicable laws and regulations including the Bribery Act 2010 and any other anti-corruption legislation then in force. The Client undertakes to promptly report to Amare James Ltd any request or demand for any undue financial or other advantage of any kind received by the Client in connection with the performance of this agreement.

4. Amare James Ltd believes in equality opportunity for all job applicants regardless of gender, marital status, race, colour, nationality, ethnic origin, creed or religion, disability, sexual orientation or age and, accordingly, Amare James Ltd agree to comply with all the data protection, immigration and discrimination legislation and all other legislation, guidelines, codes of practice and policies that

from time to time apply or affect recruitment and employment including under any successor or amending legislation.

4. No variation or alteration of this agreement shall be valid unless approved in writing by a Director of Amare James Ltd and the Client and are set out in writing and a copy of the varied Agreement is given to the Client stating the date on or after which such varied Agreement shall apply.

5. Notices:

5.1 Any notice required to be given under this Agreement (including the delivery of any timesheet (unless an online automated timesheet system is in operation) or an invoice) shall be delivered by hand, sent by email or prepaid first class post to the recipient address specified in this Agreement or as otherwise notified from time to time to the sender by the recipient for the purpose of this Agreement.

5.2 Notices shall be deemed to have been given and served, if delivered by hand, at the time of delivery; if sent be e-mail, at the time of despatch if despatched on a Business Day before 5:30pm or in any other case at 10.00am on the next business day after the day of despatch. Unless the transmission report indicates a faulty or incomplete transmission or, within the relevant Business Day, the recipients informs the sender that the e-mail message was received in an incomplete or illegible form; or if sent by prepaid first class post, 48 hours from the time of posting. Any electronic communications associated with the approval of timesheets shall be received at the time the recipient received a legible message or confirmation.

6. This agreement applies only to the relationship between Amare James Ltd and the client. Except as expressly provided elsewhere in this agreement a person who is not a part to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

7. This agreement constitutes the entire and only agreement between the parties with regards to the subject matter herein, and it supersedes all prior and pre-existing representations and agreements by and between Amare James Ltd and the Client in relation to the subject matter herein.

8. Subject to clause 12, neither party shall during and after termination of this Agreement without prior to written consent of the other party, use or disclose to any other person any information of the other party which is identified as confidential or which is confidential by its nature. The Client shall on demand and on termination of this Agreement surrender to Amare James Ltd all materials relating to such confidential information in its or its personnel’s agent or representatives’ possession.

9. Amare James Ltd shall have the right and licence to use the name and logo of the Client in any marketing materials and their distribution or display and Amare James Ltd shall have the right and licence to use any testimonials or other written statements of the Client for the same purpose.

10. The Client undertakes that he will not without the prior written consent of Amare James Ltd directly or indirectly and whether alone or in conjunction with or on behalf of any other party and whether as a principal, shareholder, director, employee, agent, consultant, partner or otherwise for the duration of this Agreement and for a period of 12 months from its expiry solicit, induce or entice away from Amare James Ltd, employ, engage or appoint or in any way cause to be employed, engaged or appointed an employee, associate or officer whether or not such person would commit any breach of his / her / its contract of employment or engagement by leaving the service of Amare James Ltd.

11. This agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties to this Agreement irrevocably agree, for the sole benefit of Amare James Ltd that subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out or in connection with this agreement or its subject matter or formation (including non-contractual claims). Nothing in this clause shall limit the right of Amare James Ltd to take proceedings against the Client in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

Section 2: Introduction of Permanent Staff

1. In this section, ‘Introductory Fee’ shall, unless the context otherwise requires or as otherwise expressly provided, mean the fee detailed in clause 7 of this Section below.

2. The Client agrees:

a) To notify Amare James Ltd as soon as possible (and, in any event, within 7 days of the date of the offer of employment or of the date on which the Engagement takes effect; whichever is earlier) of any offer of an Engagement which it makes to the Candidate, and to provide Amare James with a copy of that offer;

b) To notify Amare James Ltd immediately that its offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration Package payable to the Candidate; and

c) To pay Amare James Ltd.’s fee within 30 days of the date of invoice.

3. Should the Client fail to notify Amare James Ltd of the Engagement according to clause 2 a) of this section, a fee becomes payable of 30% of the Candidate’s Remuneration Package applicable during the first 12 months of the Engagement.

4. Should the offer of employment be retracted prior to the Candidate joining the Client, the Client shall be liable for an administration fee of £2,000.

5. Introductions of Candidates are confidential. If the Client discloses to a third party any details regarding a Candidate introduced by Amare James Ltd which results in an Engagement with that third party within 12 months of Introduction, the Client shall pay

Amare James Ltd.’s fee as set out in clause 7 of this Section as if the Client had so Engaged the Candidate, with no entitlement to any refund.

6. The Client shall pay Amare James Ltd an introduction fee calculated in accordance with clause 7 off this section if it (or any associated company of it) engages any Candidate as a consequence or result of an Introduction by or through Amare James Ltd, whether directly or indirectly, within 12 months from the date of Amare James Ltd.’s introduction.

7. The Introductory Fee is calculated as a percentage of the Candidate’s Remuneration Package applicable during the first 12 months of the Engagement. The Introductory Fee will be 25% of the Candidate’s Remuneration Package. Amare James Ltd will charge VAT on the fee if applicable.

8. The client agrees to supply Amare James Ltd with any required purchase order or similar within 14 days of the date the Engagement takes effect. Where the Client fails to do so Amare James Ltd is authorised to invoice the Client without an accompanying purchase order or similar.

9. If the Engagement is for a fixed term of less than 12 months, the fee in clause 7 of this Section will apply pro-rata. If the Engagement is extended beyond the initial fixed term or if the Client re-Engages the Candidate within 6 months from the date of termination of the first Engagement, the Client shall pay a further fee based on the Remuneration Package applicable for the period of Engagement following the initial fixed term up to the termination of the second Engagement or until the Candidate has been engaged for a total of one year; whichever is less.

10. Amare James Ltd reserves the right to charge interest on invoiced amounts unpaid for more than 30 days at the rate of 5% per annum above the base rate from time to time of HSBC Bank. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The client shall pay the interest immediately on demand by Amare James Ltd. If Sharia Law is applicable to this agreement this clause shall not apply.

11. The client shall indemnify Amare James Ltd against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Amare James Ltd arising out of or in connection with:

(a) Any breach or negligent performance or non-performance of this Agreement; or

(b) Any claim made against Amare James Ltd by a third party arising out of or in connection with the provision of the services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by the Client, its employees, agents or subcontractors.

12. Subject to clauses 13, 14 and 15 of this Section, if the Engagement of a Candidate terminates lawfully within 12 weeks off the commencement of the Engagement, Amare James Ltd will endeavour to replace the individual within a 4 week period of the leaving date, providing the Client has deemed to have acted reasonably in ensuring its availability for interviews and associated recruitment methods. Where a replacement is not successfully located within this time frame Amare James Ltd will refund to the Client a proportion of the Introduction Fee paid by the Client as follows: termination in the first week of employment 75%; between the second week and eighth week 50%; between the ninth week and the end of the twelve week of the engagement 25%; Thereafter nil. Under no circumstance will any other charges or expenses be refunded.

13. No refund will be given if the Engagement is terminated by the Client by reason of redundancy or re-organisation or change in strategy of the Client; or if the termination is a result of pregnancy or any other unlawful reason.

14. No refund will be given if the Client has not paid the Introduction Fee to Amare James Ltd within 30 days of tendering of the invoice.

15. No refund will be given unless the Client has notified Amare James Ltd that the Candidate’s Engagement has ended within 7 days of the Engagement ending or within 7 days of notice being given to end the Engagement; whichever is earlier.

16. Should the Client or any Subsidiary or connected company of the Client subsequently re-engage the Candidate within a period of twelve calendar months from the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with the Section 2 shall become payable, with no entitlement to the refund conditions.

17. Amare James Ltd will use it’s reasonable endeavours to ensure that Candidates are efficient, honest and reliable but Amare James Ltd gives no warranty in this regard and the Client shall satisfy itself as to the suitability of the Candidate and the Client shall take up any references provided by the Candidate to it or Amare James Ltd before engaging such Candidate. 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 Candidate, and satisfying any medical and other requirements, qualifications or permission required by the law of the country in which the Candidate is engaged to work.

18. Amare James Ltd accepts no liability of any kind for any loss or damage to property or for any other loss including, without prejudice to the generality of the foregoing, loss of profits or for any injury to persons arising directly or indirectly from any act or omission of any Candidate introduced by Amare James Ltd even if such act or omission is negligent or fraudulent or dishonest. Notwithstanding this clause, nothing in this Agreement shall be deemed to exclude or restrict any liability of Amare James Ltd to the Client for personal injury or death resulting from its own negligence or breach of contract.

19. For the purpose of this Section 2 Amare James Ltd acts as an employment agency.