Blue Personnel Limited

Terms of business for the introduction of permanent staff

1. INTRODUCTION

(a) By accepting details of or interviewing or engaging a Candidate introduced by Blue Personnel Ltd in a position offered by the Client or in any other positions or for a temporary assignment, the client agrees to be bound by the provisions of this Agreement.

(b) The following terms and conditions shall be deemed to be incorporated in each Contract (as defined in clause 2(d) below), where these terms and conditions are inconsistent with the express terms of the Contract the terms of the Contract shall prevail.

2. DEFINITIONS

In this Agreement the following expression shall have the following meanings:

(a) "Blue Personnel Ltd" means Blue Personnel Ltd Limited whose registered office is Union House, Walton Lodge, Bridge Street, Walton on Thames, Surrey, KT12 1BT

(b) "the Client" means any person, firm, company, governmental body, charity, association or any other who or which enters into an agreement with Blue Personnel Ltd for the provision of the Service.

(c) "this Agreement" means the standard terms and conditions contained herein to either with the terms and conditions contained in the Contract (if any) and which shall include any changes made to the standard terms and conditions or the Contract or both.

(d) "the Contract" means any written agreement between Blue Personnel Ltd and the Client for the provision of the Service.

(e) "the Service" means the provision by Blue Personnel Ltd to the Client of details in respect of Candidate's for prospective employment by the Client or a third party through the Client, such details shall include but not be limited to the Candidates name and/or address and/or telephone number and/or employers details and/or curriculum vitae.

(f) "the Fee" is 30% of the annual starting remuneration package of the Candidate, for search and retained assignments and 20% for contingency recruitment, this shall for the avoidance of doubt include all first year guaranteed payments including car allowance. It does not include pension, insurances, loans etc.

(g) "the Candidate" means any individual introduced to the Client by Blue Personnel Ltd for prospective Engagement.

(h) "Engagement" means employment whether full or part-time, temporary or permanent, on a trial basis or not and either as an employee or otherwise by the Client or by any third party due directly or indirectly to an introduction from the Client or the Candidate during any period of twelve months from the date of the first introduction to the Client.

3. ENGAGEMENT & FEE

3.1 The Client must notify Blue Personnel Ltd immediately of the Candidate's Engagement and provide details of the Candidates annual starting remuneration package. In the event of the Client failing to provide details of the Candidate's annual starting package within 14 days of being requested to do so by Blue Personnel Ltd then Blue Personnel Ltd reserves the right to calculate their fee based upon the information provided by the Candidate to Blue Personnel Ltd as being the annual starting remuneration package or in the absence of such information Blue Personnel Ltd reserve the right to base the Fee on the average annual starting remuneration package obtainable by the Candidate in the same industry at the same position and at the same location as that for which the Candidate was Engaged.

3.2 The Fee is payable for search assignments in one thirds upon the following events:

On commencement of the assignment.

On the submission of the shortlist – to

be defined prior commencement.

On the candidate's acceptance in writing

of the Clients offer of employment.

For retained assignments, there will be an initial fee, to be agreed, and the balance is payable on the candidate's acceptance in writing of the Clients offer of employment.

For contingency assignments the total fee is payable on the candidate's acceptance in writing of the Clients offer of employment.

3.3 Blue Personnel Ltd shall invoice the Client upon the events described in 3.2 above.

3.4 The Client shall pay the Fee within fourteen days of the date of the invoice.

3.5 In relation to the payment of the Fee, time shall be of the essence.

3.6 If the Fee is not paid by the Client pursuant to the terms of this Agreement within seven days of the due date then (without prejudice to Blue Personnel Ltd other rights and remedies hereunder) Blue Personnel Ltd reserves the right to charge interest on such sum on a daily basis (as well as after as before any judgment) from the due date to the date of payment (both dates inclusive) at the rate of 5% above the base rate of Barclays Plc from of force. Also, the Client forfeits all rebate terms.

4. TERMINATION OF ENGAGEMENT

In the event of the Candidate terminating their employment within four weeks from the date of Engagement for any reason and subject to the Client strictly performing the following three express conditions:

(a) Payment of the Fee being made by the Client within Thirty days from the date of the invoice and

(b) Written notification of termination of the Engagement, and the reasons for such termination is received by Blue Personnel Ltd from the Client within seven days of the date of termination.

(c) Blue Personnel Ltd is given exclusive opportunity to refill the position within forty working days. Then Blue Personnel Ltd shall credit 33% of the Fee. In the event of the Fee not being paid by or on the due date and/or the Candidate terminating their employment after the said period and/or the Client not notifying Blue Personnel Ltd of the termination and reasons for such within the specified period and/or Blue Personnel Ltd not being given exclusive opportunity to refill the vacancy during the said period then the Fee is payable by the Client in full and shall not be refunded (if already paid).

No credit will be given where the Client terminates the Engagement.

5. FRUSTRATIONS OR TERMINATION OF SEARCH ASSIGNMENTS

5.1 If the Client frustrates the search by materially changing the search specification or by terminating the assignment, then an interim fee of one third of the estimated fee thereby foregone by Blue Personnel Ltd will be charged. This will take total fees payable to no more than two-thirds of the agreed estimated final fee.

5.2 If the Client frustrates the retained assignment by materially changing the specification or by terminating the assignment, then a fee of 10% of the agreed estimated final fee is payable for each elapsed week of the assignment, up to a maximum of 70%

5.3 Termination excludes the position being filled through a source other than Blue Personnel Ltd.

5.4 Should the position be filled as a result of the successful candidate being introduced either directly or by another source during the assignment, then Blue Personnel Ltd full fee will be charged.

6. NO REPRESENTATIONS OR WARRANTIES

6.1 The Client has selected the Candidate on its own behalf and at its sole discretion. Blue Personnel Ltd has not been involved in the selection of the Candidate by the Client, other than in providing the Client with the Candidate's details. Although Blue Personnel Ltd tries to ensure that the information provided is correct Blue Personnel Ltd cannot accept any responsibility and or liability whatsoever and gives no warranty or representation in the correctness or accuracy of the information supplied by Blue Personnel Ltd to the Client which has been provided by the Candidate or any third party to Blue Personnel Ltd.

6.2 The Client agrees to satisfy himself as to the accuracy and correctness of the information. The Client further agrees to take up references, obtain work permits licences and satisfy any medical requirements or qualifications as required by the Client or by law.

6.3 Blue Personnel Ltd shall not be liable to the Client for any loss, liability, damage, costs, claims or expenses suffered or incurred by the Client arising from or connected with the recruitment or engagement of any applicant by the Client, howsoever arising.

7. SUB-CONTRACTORS

7.1 Blue Personnel Ltd is entitled to sub-contract the performance of the whole or any part of this Agreement with the Client without prior notice to or consent from the Client.

7.2 In this Agreement Blue Personnel Ltd contracts for and on behalf of itself and it's sub-contractors.

7.3 The Client shall not assign, transfer, charge or make over this Agreement or any part of its rights or obligation without Blue Personnel Ltd prior written consent.

8. MISCELLANEOUS

8.1 Introductions are strictly confidential. Should a Candidate or his or her details be passed whether directly or indirectly to any third party resulting in an Engagement the Client is liable to pay the Fee in full.

8.2 Should the Candidate introduce any person to the Client known to Blue Personnel Ltd as seeking employment and on Blue Personnel Ltd files at any time within three months of their introduction to the Client and that said person secures Engagement then the Client is liable to pay a Fee for that candidate in full.

8.3 Consequential Loss

Notwithstanding any other provision of this Agreement in no event shall Blue Personnel Ltd be liable for any loss, damage, costs or compensation (whether direct, indirect or consequential) which may be suffered by the Client or for which the Client may

become liable arising out of the introduction by Blue Personnel Ltd of the Candidate.

8.4 Amendments and Alterations

This Agreement supersedes all previous agreements, representations or promises and sets out all the terms agreed between the parties. Any amendment or alteration to this Agreement must be in writing and signed by an authorised signatory of each party.

8.5 No Partnership or Employment

This Agreement shall not be deemed to create any partnership or employment relationship between the parties.

8.6 Legal Costs

The Client shall on demand reimburse Blue Personnel Ltd of all costs and expenses (including legal costs and expenses on a full indemnity basis) of Blue Personnel Ltd in connection with the enforcement of this Agreement.

8.7 Waiver

The failure of either party at any time to enforce any provisions of this Agreement shall in no way affect that party's rights thereunder to require complete performance by the other party hereto, nor shall the waiver of any breach of any provision be taken or held to be waiver of any subsequent breach of any such provision or be a waiver of the provision itself. Any waiver to be effective must be in writing.

8.8 Notices

Without prejudice to the right to serve notices by any other means any notice served under this Agreement shall be in writing. Any notice, which has been sent by first class prepaid post, shall be deemed to be received 48 hours thereafter (excluding Saturdays, Sundays and Public holidays). For the purposes of this Agreement all notices shall be sent to the following address:- Blue Personnel Ltd at it's last known principal trading premises. The Client at it's last known principal trading premises.

8.9 VAT

All sums payable under this Agreement are exclusive of any Value Added Tax, which shall be paid in addition to the Fee.

8.10 Headings

Headings contained in this Agreement are for reference purposes only and shall not be incorporated into the Agreement and shall not be deemed to be any indication of the meaning of the clauses and sub-clauses to which they relate.

8.11 Force Majeure

Blue Personnel Ltd shall not be liable for any loss or damage caused by any delay or failure in performance of its obligations hereunder where the same is occasioned by any cause whatsoever that is beyond its reasonable control including, but not limited to, Act of God, inclement weather, the act or omission of Government or other competent authority, war, military operations or riot, industrial action, or the act or omission of any other party. Should such event occur Blue Personnel Ltd may suspend its obligations without incurring any liability for any loss or damage thereby occasioned by the Client, and Blue Personnel Ltd shall be entitled to such extension of time as is required by Blue Personnel Ltd to fulfill its obligations under this Agreement.

8.12 Law

The construction, validity and performance of this Agreement shall be governed by English law and the parties hereto submit to the jurisdiction of the English courts.