Amare James Ltd. – Terms and Conditions of Business

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 aggregate gross annual taxable emoluments payable to or receivable by the Candidate or Contractor pursuant to an Engagement, including salary bonuses, profit share, commission, pension, allowances, profit related pay and signing on payments or equivalent (contractual or otherwise and whether guaranteed or not) paid to the Candidate or Contractor during the first year of Engagement or attributable to such payment and paid subsequently. The value of the payment of pension contributions (whether to the Client’s, Candidate’s or Contractor’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 Candidate’s or Contractor’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 in order to calculate Amare James Ltd.’s fee’s;

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. 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.

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 14 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 30% 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 14 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 8 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 fourth week 50%; between the fifth week and the end of the eighth 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 14 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.

3: Supplying Contractors

1. This Section 3 and terms herein regulate the basis on which Amare James Ltd supplies Contractors to the Client and shall be accepted or deemed to have been accepted in accordance with Section 1, Clause 2 of this agreement.

2. Client Obligations:

2.1 This Agreement is personal to the Client and shall not be assigned by it without prior written consent of Amare James Ltd.

2.2 The Client shall ensure that the Contractor works in a safe environment in accordance with a safe system of work. The Client shall indemnify and keep indemnified Amare

James Ltd from and against all loss and liability suffered or incurred by Amare James Ltd as a result of any claim by the Contractor arising out of any injury or damage to his / her property suffered in the course of performing for the Client.

2.3 In relation to any Assignment the Client will give Amare James Ltd details of:

(a) the date on which the Client requires the Contractor to commence work and the duration, or likely duration, of the work;

(b) the proposition which the Client seeks to fill, including the type of work the Contractor in that position would be required to do, the location at which, and the hours during which, the Contractor would be able to work, and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;

(c) the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law, or by any professional body, for the Contractor to possess in order to work in the position;

(d) any expenses payable by or to the Contractor;

(e) the fees or rate of remuneration and any other benefits which the Client would offer to a Contractor in the position which it seeks to fill, and the intervals at which the Contractor would be paid;

(f) the terms of the contract or where applicable, the length of notice which a Contractor in such a position would be required to give, and entitled to receive, to terminate the engagement or employment with the Client; and

(g) in the case of a Contractor any information reasonably required by Amare James Ltd in order for Amare James Ltd to fulfil its obligations under the Agency Workers Regulations 2010.

2.4 Contractors Introduced by Amare James Ltd to the Client operate under contracts for services and unless otherwise notified to the Client they shall be 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 whether wilful, negligent or otherwise as though the Contractor 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 during Assignments. The Client shall also advise Amare James Ltd of any special health and safety matters about which Amare James Ltd 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 is to fill the Assignment. The Client will assist Amare James Ltd 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 Amare James Ltd and the Client will not do anything to cause Amare James Ltd 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 Amare James Ltd of this requirement before the commencement of that week. The Client undertakes that it knows no reason why it would be detrimental to the interests of the Contractor for the Contractor to fill the Assignment.

3. If the Contractor is a Limited Company and / or has Elected to ‘Opt-Out’:

3.1 In the event the Contractor is a Limited Company the remaining provisions of this clause shall apply:

3.2 In the event the Contractor is engaged to provide services to the Client then unless otherwise agreed the following shall apply:

3.2.1 The Contractor shall have reasonable autonomy in relation to determining the method of performance of the Assignment but shall comply with reasonable and lawful instructions of the Client and Amare James Ltd. Neither the Contractor nor their representative shall be subject to the supervision or control of the Client or Amare James Ltd.

3.2.2 Neither the Client nor Amare James Ltd 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 Amare James Ltd in respect of paid holiday entitlement of the representative, but shall suspend an Assignment for any period during which the Contractor permits the representative time off under Regulation 13 of the Working Time Regulation 1998 (as amended) provided that Amare James Ltd shall provide the Client with not less than 14 days prior notice of such suspension.

3.2.3 The Client confirms that Amare James Ltd may substitute the Contractor and/ or the representative in respect of the performance of the Assignment. Amare James Ltd shall ensure that the substitute Contractor or representative fully understands the requirements of and the progress made in the Assignment and any applicable Project.

3.2.4 There shall be no restraint on the activities of the Contractor 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.

3.2.5 The employment business of the Client is under no obligation to offer work to the consultant company and the consultant company is under no obligation to accept any work that may be offered, save for the work agreed under this contract for services. No party wishes to create or imply any mutuality of obligation between themselves either in the course of or between any performance of the services or during any notice period. The employment business is not obliged to pay the consultant company at any time when no work is available during this agreement.

3.3 In the event that the Contractor, who is a Limited Company or other corporate entity, has opted out of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (“Regulations”), clauses 3.4 – 3.5 shall apply:

3.4 In the event that the Contractor and its representative have elected to opt out of the effects of the Regulations pursuant to Regulation 32 of the Regulations thereof then, the parties agree that the following special conditions shall apply as a result: The following clause shall be substituted for clause 8 in its entirety (but excluding clause 8.7 of this Agreement): ‘The Engagement by the Client of a Contractor who has been Introduced by Amare James Ltd, 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 an introduction fee calculated at 30% of the annual fee or Remuneration payable to the said Contractor

provided that the Engagement takes place within a period of 12 months from the termination of the Assignment under which the Contractor was supplied, or if there was no Assignment, within 12 months of the Introduction of the Contractor by Amare James Ltd. Where the Client fails to inform Amare James Ltd of the annual fee or Remuneration Package payable to the Contractor, the introduction fee will be calculated by multiplying the weekly charges of Amare James Ltd for the Contractor’s services by 14 times the normal weekly rate at which the Contractor was last engaged by the Client (or, where there was no Assignment, at the normal daily rate which Amare James Ltd 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.’

3.5 In the event that the Contractor is a Limited Company that has opted out of the Regulations, Amare James Ltd shall not be obliged to obtain confirmation of the Contractor’s identity, experience, training qualifications or authorisations unless specifically requested in writing by the Client to do so prior to the commencement of the Assignment. In the event that such information is provided by Amare James Ltd verbally, Amare James Ltd shall not be required to provide written confirmation or confirmation by electronic means unless requested in writing by the Client to do so.

3.6 Details of whether or not the Contractor has elected to opt out as set out above may be obtained on request.

3.7 In the event the Client Engages a Contractor on a permanent basis who has been Introduced by Amare James Ltd on a temporary basis, Amare James Ltd will charge the Client a fee in accordance with clause 8 below, in addition to the hourly/ daily/ weekly/ monthly contract pay rate.

4. Obligations:

4.1 Amare James Ltd shall use reasonable endeavours to supply Candidates and Contractors to the Client who are suited to the Client’s stated requirements. Amare James agrees to screen all Contractors and Introduce to the Client only Contractors who meet the minimum criteria for the position as set out by the Client in accordance with Section3, clause 2.3, have an interest in the positions for which they are introduced and have the right to work in the relevant territory. In particular, Amare James shall comply with the Immigration Asylum and Nationality Act 2006 as amended from time to time.

4.2 On agreement for Amare James Ltd to supply the Client with any Contractor, Amare James Ltd shall give the Client an Assignment/ Project Specification setting out the charge rate(s), term of the Assignment, nature of the Assignment, notice periods, whether the Contractor has opted-out of the regulations and any other relevant details. Amare James Ltd endeavours to ensure the suitability of any Contractor introduced to the Client by obtaining confirmation of the Contractor’s identity; that the Contractor has the experience, training, qualifications and any authorisation which the Client considers necessary and has advised Amare James Ltd 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 is willing to work in the position that the Client is seeking to fill. Where such information is given verbally by Amare James Ltd 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 has 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.

4.3 Whilst every effort is made by Amare James Ltd to render satisfaction to the Client by ensuring such matters as set out in Section 3 clause 4.2 are complied with and by ensuring reasonable standards of skills, integrity and reliability from the Contractor and to meet the details provided by the Client, no liability is accepted by Amare James Ltd for any costs, claims, damages or expenses arising from the failure to introduce a Contractor 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.

4.4 Amare James Ltd shall use reasonable endeavours to ensure that the ownership of all Intellectual Property Rights (“the Rights”) of whatever nature and, if registrable, whether registered or not, in all documents or other material and data or other information and devices or processes provided or created by the Contractor in the provision of the Services, shall vest in the Client.

4.5 Amare James Ltd shall use reasonable endeavours to procure that the Contractor keeps confidential all information obtained during the Assignment or thereafter concerning the Client’s organisation activities and systems under development.

4.6 Amare James Ltd shall use reasonable endeavours to ensure that the Contractor co-operates with the Client and complies with all the Client’s reasonable and lawful instructions.

4.7 For the purposes of this Section 3, Amare James Ltd operates as an Employment Business.

5. Fees:

5.1 The Client agrees to pay Amare James Ltd.’s charges for the supply of Contractors as shall be notified to and agreed with the Client and set out in this Agreement and more particularly stated in the Assignment/ Project Specification. In the absence of either such agreement or on the client failing in any of its obligations under Clause 2.3(a)-(f), the fee payable by the Client shall be the higher of 30% of the Remuneration applicable or 600 times the hourly charge in force in respect of the Contractor as notified to the Client at the point of Introduction.

5.2 At the end of each month of the Assignment (or where the Assignment is for a period of less than one month, at the end of the Assignment) the Client shall sign or otherwise approve a Timesheet verifying the number of days/ hours worked by the Contractor during that month. The Client shall be responsible for ensuring that only authorised individuals approve or sign Timesheets on their behalf and shall indemnify Amare James Ltd for any failure to do so.

5.3 Signature or electronic approval of the timesheet by the Client is confirmation of the amount of time worked. If the Client is unable to sign or approve a timesheet produced

for authentication by the Contractor because the Client disputes the amount of time claimed, the Client shall inform Amare James Ltd as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with Amare James Ltd to enable Amare James Ltd to establish what hours, if any, the Contractor worked. Failure to sign or approve the Timesheet does not absolve the Client’s obligation to pay the charges in respect of the time the Contractor has worked.

5.4 The Client shall retain the original signed or approved Timesheet. If none is retained Amare James Ltd may provide a copy together with any invoice. Failure of Amare James Ltd to attach a Timesheet to an invoice shall not constitute a breach of this Agreement or give grounds for non-payment by the Client.

5.5 The Client shall not be entitled to decline to sign or approve a timesheet on the basis that he is dissatisfied with the work performed by the Contractor. In cases of unsuitable work the Client should apply the provisions of clause 7 below.

5.6 There are no rebates payable in respect of the charges for supplying Contractors.

6. Invoices:

6.1 Amare James Ltd shall raise invoices monthly (unless otherwise specified in writing in this Agreement) in respect of the charges payable and these shall be paid by the Client within fourteen days of the date of the invoice, unless alternative arrangements have been agreed in writing.

6.2 All invoices will be deemed to be accepted in full by the client 14 days after receipt of the invoice unless the client notifies Amare James Ltd in writing within those 14 days of the amount the client disputes and the reason the client disputes that amount. In the event the client does so notify Amare James Ltd that it wishes to dispute part of an invoice, the client shall pay the undisputed part of the invoice within 14 days of receipt of the invoice and shall co-operate fully with Amare James Ltd in order to resolve the dispute as quickly as possible.

6.3 Amare James Ltd reserves the right to charge interest on invoiced amounts unpaid for more than 14 days at the rate of 5% per annum above the base rate from time to time of HSBC Bank from the due date until the date of actual payment. 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.

6.4 Where applicable, VAT is payable in addition to any fees due. The fees are comprised of the Contractors direct remuneration but may also include amounts in respect of the Contractors contingent statutory holiday entitlement which may be payable to the Contractor if accrued, or future entitlements (if any) during the Assignment or future Assignments. The fees shall also include Amare James Ltd.’s commission, any employers

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 reasonable.

7. Placement of Contractors and Termination of Assignments:

7.1 The Client undertakes to supervise the Contractor assigned to it sufficiently to ensure the Client’s satisfaction with skills and standards of workmanship but if the services of the Contractor prove to be unsatisfactory the Client shall be entitled to terminate the Assignment without notice during the first five working days of the Assignment.

7.2 The Client, unless otherwise specified, may at any time upon notice (being 30 days unless otherwise stated in the Assignment/ Project Specification) to Amare James Ltd terminate an Assignment.

7.3 Amare James Ltd may terminate an Assignment at any time without prior notice and without liability. This Agreement will remain in full force and effect despite termination of any Assignment arranged pursuant to it, unless also terminated. Where Amare James Ltd receives or obtains information which gives it reasonable grounds to believe that a Contractor is unsuitable for an Assignment it shall, without delay, inform the Client of that information and terminate the Assignment with immediate effect.

7.4 Notwithstanding clauses 7.1, 7.2 and 7.3 of this Agreement, either party may forthwith and without liability terminate this Agreement with immediate effect (regardless of any agreed notice period) by notice in writing if 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.

7.5 When notice is exercised by either party, payment for each week of notice shall be based upon a 40 hour week, plus any overtime actually worked by the Contractor.

7.6 In any event Amare James Ltd shall have 14 days to obtain a suitable alternative Contractor.

7.7 Amare James Ltd may replace the Contractor with another suitably qualified Contractor with immediate effect within its absolute discretion.

8. Engagement of Contractors by Clients or Third Parties:

8.1 For the avoidance of doubt, this clause 8 shall not apply in the event the Client wishes to renew or extend an Assignment for an additional period of time.

8.2 Clauses 8.3 and 8.4 below shall apply in the event that the Client either notifies Amare James Ltd of its intention to engage a Contractor or enters into an Engagement with a Contractor either (1) directly or (2) as a result of being supplied by another employment business on a permanent basis:

(a) during the course of an Assignment; or

(b) within 8 weeks after the termination of an Assignment; or

(c) within 14 weeks of the commencement of an Assignment, if there has been no previous Assignment for at least 42 clear days prior to commencement.

8.3 In the circumstances described in clause 8.2 above the Client shall be liable to and shall elect to either:

(a) 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 as at the date termination of the last Assignment; or

(b) from a date to be agreed between the parties, extend the existing or re-instate the last Assignment of the Contractor, without variation of the terms of the Assignment for a further period of 12 months (the Extended Period of Hire) during which the Client shall pay the hourly charge in force in respect of the Contractor at the date of the Client’s election or as charged at the end of the last Assignment of the Contractor for each hour the Contractor is so supplied; and upon expiry of the Extended Period of Hire, the Client shall be at liberty to directly Engage the Contractor without incurring a further fee.

8.4 If the Client fails to elect for an Extended Period of Hire or a transfer fee as set out in clause 8.3 prior to Engagement of the Contractor the parties agree that the transfer fee shall become due upon the date of commencement of the Engagement.

8.5 In the event that there is an Introduction of a Contractor to the Client which does not result in an Assignment, but which leads to an Engagement of the Contractor 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:

(a) from a date to be agreed between the parties, accept an Assignment of the Contractor for a period of 6 months during which the Client shall pay the hourly charges of Amare James Ltd as notified to the Client at the point of Introduction, for each hour the Contractor is so supplied; and upon expiry of this Extended Period of Hire, the Client

(b) 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 as notified to the Client at the point of Introduction.

8.6 If the Client fails to elect for an Extended Period of Hire or a transfer fee as set out in clause 8.5 prior to Engagement of the Contractor the parties agree that the transfer fee shall become due upon the date of commencement of the Engagement.

8.7 In the event that the Engagement of the Contractor is for a fixed term of less than 12 months, the transfer fee in clauses 8.3 or 8.5, 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 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.

8.8 In the event that a Contractor 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:

(a) during the course of an Assignment; or

(b) within 8 weeks after the termination of an Assignment; or

(c) within 14 weeks of the commencement of an Assignment, if 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 Contractor as notified to the Client at the point of Introduction.

8.9 In the event that there is an Introduction of a Contractor to the Client which does not result in an Assignment of that Contractor to the Client, but the Contractor is introduced by the Client to a third party which results in the Engagement of the Contractor 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.

8.10 The Client agrees to notify Amare James Ltd within 30 days of the date of any offer or acceptance of an Engagement. Any transfer fee referred to in this clause 8 shall become due and Amare James Ltd 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.