7. If the Client introduces or re-introduces an Applicant to another person, firm or corporation resulting in the engagement of the Applicant by that person, firm of corporation within twelve months of the last introduction date, the Client shall pay the File Search Fee in accordance with Condition 3.

8. If a Retained Assignment is cancelled or deemed by KPS&S to be inactive beyond a period of 8 weeks, then in addition to the Retainer Fee and Shortlist Fee (if submitted), the Client shall pay an additional cancellation fee of 10% of the stated remuneration, plus all the agreed advertising costs.

9. If KPS&S provides an advertising service to the Client, all prior-agreed advertising costs, travel and interview expenses will be charged to the Client as incurred, and the Client will pay the agreed artwork costs incurred by KPS&S. An advertisement may only be cancelled on sufficient notice to enable KPS&S to withdraw the advertisement. Advertising accounts shall be paid by the client within fourteen days of the invoice date.

10. The Client shall be responsible for the payment of all proper expenses incurred by the Applicant in the course of attending an interview.

11. Fees as set out in Condition 3 will also be payable if: (a) the Client or any body associated with it engages within 12 months of the last introduction date in any capacity whether under a contract of service or a contract for services any person who at the time of such engagement or who within 13 weeks immediately prior thereto was employed by KPS&S or any body associated with it: or (b) any such person as is referred to in (a) is or become engaged by any other party within 12 months of the last introduction date, where such engagement has resulted directly or indirectly from the Client passing information about such person to the other party.

12 In the event that an engagement terminates (whether by expiry of notice or otherwise) within 8 weeks of the date of commencement of work by the Applicant and provided: (i) the Client notifies KPS&S in writing of the termination of engagement within seven days of such termination; and (ii) the Client or its subsidiary or associated company shall not engage the applicant within twelve months from the date of such termination; and the termination is not due to redundancy; and (iii) all monies due from the Client have been paid in accordance with these terms and conditions then KPS&S shall endeavour to find one replacement at no extra cost to the Client except for agreed additional advertising costs. If KPS&S do not find a replacement it shall refund the fee paid under condition 3 above, in the same proportions as the unworked period bears to 8 weeks (calculations being done to the nearest week).

13. The Client shall be responsible for taking up any references (including the confirmation of any professional or academic qualifications) and for arranging all medical examinations and investigations of the Applicant and for obtaining any work and other permits and shall satisfy itself as to the suitability of any Applicant prior to an engagement.

14. KPS&S shall endeavour to ensure the suitability of an Applicant and to maintain a high standard of service and integrity, but makes no warranty, express or implied, as to such suitability.

15. KPS&S shall not be liable to the Client for any loss, liability, damage, costs, claims or expense suffered or incurred by the Client arising from or connected with the recruitment or engagement of any Applicant, howsoever arising.

16. Any circumstances allegedly giving cause for complaint about an Applicant or an invoice must be notified to KPS&S and confirmed in writing as soon as the cause of the alleged complaint arises.

17. These terms and conditions shall be governed and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English courts.

KEY PEOPLE TERMS AND CONDITIONS FOR PERMANENT STAFF

1. All and any business undertaken by Key People Search & Selection ("KPS&S"), a trading name of Key People Limited, is transacted subject to the terms and conditions hereinafter set out each of which shall be incorporated or implied in any agreement between KPS&S and the Client. In the event of conflict between these terms and conditions and any other terms and conditions, the former shall prevail unless expressly otherwise agreed by KPS&S in writing.

2. The arrangement of an interview for an applicant ("Applicant") introduced by KPS&S whether effected by KPS&S or directly by the Client shall be deemed to be acceptance of and agreement to these terms and conditions by the Client,except that where KPS&S is retained by the Client for a specific assignment ("Retained Assignment") these terms and conditions shall apply upon the acceptance by KPS&S of the Retained Assignment. The File Search Fee will be charged whether or not the Client knew of the Applicant previously.

3. Fees: On a File Search, a fee shall become payable by the Client on the day the Applicant commences employment (this term includes employment or use whether under a contract of service or for services). On a Retained Assignment, fees will be payable as follows: Retainer Fee is calculated as a percentage of the Applicant’s first year’s anticipated gross remuneration package and is due immediately upon commencement of the assignment and not refundable under any circumstances; a Shortlist Fee, non-refundable, payable upon presentation to the Client of a minimum of 3 candidates who in the reasonable opinion of KPS&S meets the agreed specification; a Completion Fee incorporates the Total Fee based on the actual gross remuneration minus the Retainer Fee and Shortlist Fee (if levied) and is payable upon the commencement of the Applicant. The fee payable to KPS&S by the Client for the introduction of one Applicant is calculated as a percentage of the Applicant’s first year’s anticipated gross remuneration package that has incentivised the Applicant to join the Client, including any guaranteed bonuses, overseas premiums, living/accommodation and car allowances. All fees will be a percentage of the first year’s gross remuneration package/projected earnings that have incentivised the Applicant to join the Client including any guaranteed bonuses, overseas premiums, living/accommodation and car allowances. The provision of a car is valued at £4,000.00 additional remuneration. Where applicable, Value Added Tax will be charged in addition at the appropriate rate. Fees will be payable as a result of the engagement of an Applicant notwithstanding the fact that the engagement may not comply with the client’s original requirement.

4. Payment Terms: the Client hereunder shall pay All monies due within fourteen days of the invoice date. In the event of late payment we reserve the right to charge interest on all overdue invoices at a rate of 2% per month.

5. In the event that any Applicant is rejected by the Client or the applicant rejects an offer of engagement, if the Applicant is subsequently engaged by the Client within twelve months of the date on which the Client last interviewed the Applicant via KPS&S, the Client shall pay the File Search Fee to KPS&S in accordance with Condition 3 above.

6. The introduction of an Applicant is strictly confidential and is on condition that no information is disclosed to any other person, firm or corporation without KPS&S’ written consent and in particular that the Client does not approach the Applicant’s current employer until the Client has made a written offer of engagement to the Applicant which has been accepted.