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Terms of Business – Permanent Recruitment Services 1. DEFINITIONS & INTERPRETATION 1.1. In these Terms of Business (Terms) the following definitions apply:

TC means Torque Consulting, (registered in England and Wales No. 11628377) whose registered office is at 82 King Street, Manchester, M2 4WQ; Candidate means a person who is Introduced by TC to the Client;

Client means the business to which the Candidate is Introduced by TC including, where the Client is incorporated, any holding, subsidiary or associated company; Conduct Regulations means the Conduct of Employment Agencies and Employment Businesses Regulations 2003; Engagement means the engagement, employment or use of the Candidate by the Client on any basis whatsoever, whether directly, indirectly through a limited company or through any other contracting method; Introduction means (i) the provision by TC to the Client of a CV or other information which expressly or impliedly identifies a Candidate or (ii) the arrangement by TC of an interview or meeting between the Client and a Candidate whether face to face, by telephone or by web/video conference; “Introduce,” “Introduces” and “Introduced” shall be interpreted accordingly; Introduction Fee means the fee payable by the Client to TC upon the Engagement of a Candidate;

Introduction Period means the 12-month period from the most recent Introduction or Third-Party Introduction of a

Candidate; Payment Terms means 14 days from the date of TC’s invoice;

Refund Period means the 8-week period from commencement of the Engagement;

Remuneration means (i) the gross annual or annualised remuneration package payable to the Candidate by the Client including, without limitation, basic salary, guaranteed and/or estimated bonuses and commission, any allowances and all other taxable and non-taxable emoluments. For the purpose of calculating the Introduction Fee, £1,000 shall be added to the Introduction Fee in respect of any company vehicle provided to the Candidate or (ii) if the Candidate is Engaged on a self-employed basis or via a personal services company or any other corporate entity, the total estimated annualised fees payable by the Client for the Candidate’s services;

Third Party Engagement means the engagement of a Candidate by a party other than the Client following a Third Party Introduction; and

Third Party Introduction means the disclosure of a Candidate’s details to a third party by the Client.

1.2. Unless the context requires otherwise, references to the singular include the plural. 1.3. A person includes a natural person, firm, corporate or unincorporated body (whether or not having a separate legal personality). 1.4. Any phrase introduced by the words including, include, in particular or any similar expression, shall be construed as

illustrative and shall not limit the sense of the words preceding those words. 1.5. A reference to a statute or statutory provision is reference to such statute or statutory provision as amended or re-

enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.6. The headings in these Terms are for convenience only and do not affect their interpretation. 2. BASIS OF CONTRACT 2.1. These Terms shall form the contract between TC and the Client for the Introduction of Candidates and shall be deemed

to have been accepted upon the Client instructing TC to Introduce a Candidate, the Client interviewing a Candidate following an Introduction or the Client Engaging a Candidate, whichever occurs first.





2.2. These Terms comprise the entire agreement between the parties and prevail over any terms or conditions of purchase proposed or issued by the Client unless otherwise agreed in writing by a director of TC.

2.3. No alteration to these Terms shall be valid unless the details of such alteration are agreed between the Client and a director of TC, are set out in writing and a copy of the revised terms is given to the Client stating the date on or after which such revised terms shall apply.

2.4. The Client shall not rely on any statement, promise or representation made or given by or on behalf of TC which is not set out in these Terms.

2.5. For the purposes of the Conduct Regulations, TC shall act as an Employment Agency when providing recruitment services to the Client pursuant to these Terms.

3. INTRODUCTIONS & OFFERS 3.1. TC shall use reasonable endeavours to Introduce Candidates from time to time who meet the criteria specified by the

Client pursuant to clause 7.3 but shall have no liability to the Client for failing to introduce any Candidates. 3.2. An Introduction by TC shall be deemed to be the sole and effective cause of any Engagement of the Candidate

unless all of the following conditions apply: 3.2.1. The Client has, in the 6-month period prior to TC’s Introduction of the Candidate, been in active discussions

with the Candidate, directly or through another employment agency, with a view to employing the Candidate in the same position;

3.2.2. The Client provides evidence of such active discussions to TC’s reasonable satisfaction; and

3.2.3. The Client has not requested or arranged an interview of the Candidate through TC. 3.3. The Client must:

3.3.1. Notify TC within 24 hours of any offer of an Engagement which it makes to a Candidate and provide the relevant terms of such offer;

3.3.2. Notify TC without delay upon the acceptance of an offer of Engagement by a Candidate; and

3.3.3. Provide details to TC of the Remuneration agreed with the Candidate and, if requested by TC, a copy of the proposed contract of employment.

4. INTRODUCTION FEE 4.1. The Client will pay an Introduction Fee to TC in respect of each Introduction by TC which results in an accepted offer

of Engagement within the Introduction Period. 4.2. The Introduction Fee payable to TC by the Client in respect of an Engagement shall be an amount equivalent to a

percentage of the Remuneration payable to the Candidate, calculated as follows;

4.3. TC shall issue an invoice for the Introduction Fee on the first day of the Engagement or as soon as reasonably practicable thereafter.

VAT shall be charged on all sums invoiced under these Terms. 4.4. The Client shall settle TC’s invoice within the Payment Terms and time for payment shall be of the essence. 4.5. If the Client does not pay TC’s invoice within the Payment Terms, TC may:

4.5.1. Pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, charge late payment compensation on such invoice;

4.5.2. Charge interest at the rate of 8% per annum above the base rate of the Bank of England from the due date until the date of payment; and

4.5.3. Refer the collection of such payment to a collection agency or legal representatives and, if so referred, the Client






shall be liable for all costs, fees (including legal fees on an indemnity basis), charges and disbursements incurred by TC in recovering payment from the Client.

4.6. If the Client withdraws an offer of Engagement between acceptance of such offer by the Candidate and commencement of the Engagement for any reason unconnected to the Candidate’s suitability for the relevant position, the Client shall be liable to pay an administration fee to TC of £2,500 + VAT.

4.7. If the precise Remuneration is not known or the Client fails to provide details of the Remuneration to TC, TC will charge an Introduction Fee based on the level of Remuneration which, in TC’s reasonable opinion, is the market rate for the Engagement.

4.8. The Introduction Fee shall be charged to the Client in Pounds Sterling (GBP). Where a Candidate’s Remuneration is not provided in GBP, for the purposes of calculating the Introduction Fee, TC shall convert the Remuneration to GBP using the exchange rate published by the Bank of England on the date of invoice and shall submit the invoice in GBP. The Client shall bear all bank and currency exchange charges when paying TC’s invoice.

4.9. The Client shall notify TC immediately when an Engagement is made and shall provide full details of the Engagement. Should the Client fail to advise TC of the Engagement within 7 days of the start date, a fee becomes payable of 40% of the anticipated first year’s remuneration of the Candidate.

5. REFUND GUARANTEE 5.1. If the Engagement terminates within the Refund Period, the Introduction Fee or part will be refunded to the Client in

accordance with clause 5.2 (Refund), provided that: 5.1.1. The Client paid the Introduction Fee within the Payment Terms;

5.1.2. The Client notified TC in writing within 10 working days of the termination of the Engagement, giving the

reasons for such termination; 5.1.3. The Candidate has not been made redundant or dismissed by the Client for any reason unconnected to the

Candidate’s qualifications, capability or conduct; and 5.1.4. TC have not supplied the Candidate to the Client on an interim or temporary basis within the prior 12- month period.

5.2. Subject to clause 5.1, TC shall within 20 working days give a Refund to the Client of 12.5% of the Introduction Fee for

each complete week of the Refund Period not worked by the Candidate. 5.3. For the purposes of this clause 5, the date of termination of the Engagement shall be the date on which the Candidate

ceases working or would have ceased working for the Client but for any period of garden leave or payment in lieu of notice, whichever is later.

5.4. If the Client re-engages the Candidate within 12 months of termination of the original Engagement, the Client shall be liable to pay an Introduction Fee to TC and, if such engagement terminates, the Client shall have no entitlement to a Refund.

6. THIRD PARTY INTRODUCTIONS 6.1. If a Third-Party Introduction results in a Third Party Engagement within the Introduction Period, the Client shall pay an

Introduction Fee to TC, which shall be calculated at 40% of the anticipated first year total remuneration of the Candidate.

6.2. The Client shall have no entitlement to a Refund if the Third Party Engagement terminates for any reason. 6.3. The Client shall notify TC immediately when an Engagement is made and shall provide full details of the Engagement.

Should the Client fail to advise TC of the Engagement within 7 days of the start date, a fee becomes payable of 40% of the anticipated first year’s remuneration of the Candidate.

7. RESPONSIBILITY FOR CHECKS 7.1. TC shall endeavour to ensure that Candidates Introduced to the Client are suitable to work in the position which the

Client is seeking to fill by taking reasonably practicable steps to: 7.1.1. Ensure that it would not be detrimental to the interests of either the Client or the Candidate for the Candidate to





work in the relevant position;

7.1.2. Ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body for the Candidate to work in the relevant position; and

7.1.3. Confirm that the Candidate is willing to work in the position. 7.2. Notwithstanding clause 7.1, the Client shall satisfy itself as to the suitability of the Candidate for the position they are

seeking to fill by: 7.2.1. Interviewing the Candidate; 7.2.2. Taking up any references provided by the Candidate before Engaging the Candidate;

7.2.3. Checking the Candidate’s right to work and obtaining permission to work as may be required by the law of the

country in which the Candidate is Engaged to work; 7.2.4. Arranging any medical examinations and/or investigations into the medical history of any Candidate; and

7.2.5. Checking any other requirements, qualifications or permissions required for the Candidate to be Engaged by

the Client. 7.3. The Client shall provide to TC all such information as TC shall reasonably require regarding the position which the

Client is seeking to fill including, without limitation, the information specified in Regulation 18 of the Conduct Regulations.

8. CONFIDENTIALITY & DATA PROTECTION 8.1. The Client must use any information supplied by TC regarding a Candidate solely for the purpose of conducting the

recruitment process and must not: 8.1.1. Disclose any such information to any third party prior to making an offer of Engagement without the express

written consent of TC; 8.1.2. Contact the Candidate’s current employer for a reference until the Candidate has accepted an offer of Engagement;

8.1.3. Export any personal data regarding the Candidate outside of the European Economic Area without the express

consent of the Candidate. 9. LIABILITY 9.1. Whilst TC will use reasonable endeavours to ensure that any Candidate Introduced to the Client meets the requirements

specified by the Client pursuant to clause 7.3, TC gives no warranty, whether express or implied, that a Candidate will be suitable for the relevant position.

9.2. TC shall not be liable to the Client for the acts or omissions of any Candidate, for any indirect or consequential losses or any claim for loss of profit, loss of business or loss of goodwill howsoever arising.

9.3. Subject to clause 9.4, the aggregate liability of TC to the Client in respect of any claim arising out of or in connection with the performance or non-performance of these Terms and whether in contract, tort (including negligence) or otherwise, is limited to the Introduction Fee paid by the Client to TC in respect of the Engagement in relation to which such claim arises or, if there was no Engagement, the sum of £5,000.

9.4. TC does not exclude liability for death or personal injury arising from its own negligence, for fraud or fraudulent misrepresentation or for any other claim which may not be limited or excluded by law.

9.5. Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are excluded from these Terms to the fullest extent permitted by law.

9.6. Any claim which the Client may bring against TC pursuant to these Terms must be commenced within 12 months of

the date on which the Client becomes aware or should reasonably have become aware of such claim. 9.7. The Client shall indemnify TC against all losses, damages, costs, claims (whether actual or threatened) and fees

(including legal fees) suffered or incurred by TC as a result of the Client’s breach of contract, negligence (or any other tortious act), breach of statutory duty or otherwise.





10. BRIBERY & ANTI-CORRUPTION 10.1. The Client and TC each warrant that they shall:

10.1.1. Comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and

10.1.2. Promptly notify the other party of any request or demand for any undue financial or other advantage of any

kind in connection with the provision of services pursuant to these Terms. 11. GENERAL PROVISIONS 11.1. The Client shall not assign any of its rights or obligations under these Terms without the written consent of TC. TC

may assign any monies owing from the Client to a third party including, without limitation, a recruitment finance or factoring company and, if relevant, these Terms may be enforced by any such third party.

11.2. The Client shall not deduct or set off against any sum due to TC under these Terms, any sum which is owed or which the Client alleges or claims is owed by TC to the Client, whether under these Terms or under any other agreement between TC and the Client.

11.3. If any of the provisions of these Terms is determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the Terms, which shall continue to be valid to the fullest extent permitted by law.

11.4. No failure or delay by a party in exercising any right or remedy under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

11.5. Subject to clause 11.1, TC and the Client do not intend these Terms to be enforceable by any third party. 11.6. These Terms shall be interpreted in accordance with English law. 11.7. The parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any

dispute or claim arising between the parties in relation to the interpretation or performance of the Terms. Signed on behalf of TC: Signed on behalf of the Client:


Name: Henry Stevens Position: Managing Director Date: 09/02/2023

Name: Position: Date:


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