This is a contract between:

(1) DA SILVA RECRUITMENT LIMITED, trading as an employment agency ("the Employment Agency"); and
(2) ("the Client").

Scope of Agreement

1.1 The parties hereby agree that this Agreement will govern every
engagement by the Client, or an associated company of the Client, of every applicant notified by the Employment Agency to the Client from time to time (“Applicant”).

1.2 For the purpose of this Agreement, "Engagement" shall include every such engagement, and shall include any use of an Applicant in the circumstances set out in clause 1.1, whether directly or indirectly (for example, where an Applicant provides services through a limited company) and whether full-time or part-time, and whether under a contract of service or for services, or under an agency, licensee, franchise, commission only, partnership agreement, or otherwise.

Acceptance and Authority to Act

2. These terms are deemed to be accepted by the Client in respect of
each Applicant with effect from notification by the Employment Agency to the Client of the relevant Applicant. The Client authorises the Employment Agency to act on its behalf in seeking Applicants and, if the Client so requests, shall advertise for such Applicants through such methods as are agreed with the Client.

Standards Required

3.1 The Client agrees to provide to the Employment Agency sufficient
information to enable the Employment Agency to assess the suitability of each relevant Applicant for each relevant Engagement. In this regard, the Client in particular agrees to provide the following information:
(a) the identity of the person who it is proposed will engage the relevant Applicant (this must be notified in respect of every proposed Engagement, to ensure that the correct associated company of the Client is identified), and, if applicable, the nature of the person's business;
(b) the date on which it is proposed that the Engagement should begin, and the duration, or likely duration, of the Engagement;
(c) the position to be filled, including the type of work which the relevant Applicant would be required to do, the location at which and the hours during which he or she would be required to work;
(d) any risks to health or safety relevant to the Engagement, and what steps have been taken by the Client to prevent or control such risks;
(e) the experience, training, qualifications and any authorisation which are necessary (or which are required by law or by any professional body) for the relevant Applicant to possess in order to work in the position, and any expenses payable by or to the relevant Applicant;
(f) the minimum rate of pay and any other benefits to be offered in respect of the relevant position, and the intervals at which they would be paid; and
(g) where applicable, the length of notice which a successful Applicant would be required to give and entitled to receive, to end the Engagement.
The Client agrees to provide the above information in writing and in good time before the commencement of the Engagement.

3.2 Subject to provision to the Employment Agency of all the
information referred to in clause 3.1, the Employment Agency shall take reasonably practicable steps to ensure that the Applicant is aware of all applicable requirements for the Engagement.

3.3 The Employment Agency shall make reasonable endeavours to
ensure the suitability of the relevant Applicant for the Engagement. However, the Client must also satisfy itself as to the suitability of the relevant Applicant and shall be responsible for taking up and/or confirming any references (including the confirmation of any professional or academic qualifications or any authorisation required by law) provided by the relevant Applicant and/or the Employment Agency before engaging such Applicant. 3.4 The Client shall be responsible for obtaining work and other
permits, for the arrangement of any medical examinations and/or investigations into the medical history of any Applicant to satisfy any medical and other requirements or qualifications required by law.

Introduction Fee: When Payable

4.1 An introduction fee, calculated in accordance with clause 5 below
(Introduction Fee), will be payable by the Client to the Employment Agency in respect of any Engagement subsequent to notification by the Employment Agency to the Client (whether orally or otherwise) of the relevant Applicant.

4.2 The Client agrees to notify the Employment Agency in writing of the acceptance by the relevant Applicant of an Engagement together with details of the Applicant's gross remuneration (see 5.2 below), as soon as practicable following such acceptance.

4.3 The Introduction Fee is payable within 14 days of the date of the
relevant invoice from the Employment Agency to the Client.

Introduction Fee: Method of Calculation

5.1 The Introduction Fee shall be a percentage (as set out at clause
5.3 below) of the gross remuneration payable to the relevant Applicant following the start of the relevant Engagement, subject to a minimum of £2,000 (plus VAT). "Gross remuneration" is defined in clause 5.2 below.

5.2 "Gross remuneration" shall mean the first year's equivalent
annualised salary, not including any bonuses/incentives, car allowances and any guaranteed payments to which the relevant Applicant may be entitled.

5.3 For the purpose of clause 5.1 above, the percentage will be as
follows:

• Gross remuneration is £9,000 - £11,000 – 11%
• Gross remuneration is £11,001 - £13,000 - 13.5%
• Gross remuneration is £13,001 - £15000 - 15%
• Gross remuneration is £15,001 - £20,000 - 17.5%
• Gross remuneration is £20,001 - £25,000 - 19.5%
• Gross remuneration is £25,001 - £35,000 - 21%
• Gross remuneration is £35,001 + TBN

VAT will be charged in addition to the fee.

Introduction Fee: Refunds

6.1 Subject to clause 6.2, if the relevant Applicant leaves the Client's employment within the 6 week guarantee period from the date of commencement for any reason (other than through redundancy, constructive or unlawful dismissal), the Agent shall endeavour to seek one replacement at no extra cost to the client. If the Agent is unable to find a replacement after 6 weeks or more the Client shall receive a credit against the fee paid which shall be calculated as a proportion of the introduction fee as follows;-
• if the departure is less than 3 weeks following commencement: 50%;
• if the departure is 4 weeks or more but less than 6 weeks following commencement: 25%;

6.2 No refund is payable in any circumstances, however, unless:
• the relevant departure is notified by the Client to the Employment Agency in writing within 7 days; and
• the Client has paid to the Employment Agency the Introduction Fee in full within 14 days of the date of relevant invoice.

6.3 Should the Client or any associated company of the Client
subsequently engage the Applicant within a period of 6 months from the relevant date of departure, a full Introduction Fee calculated in accordance with clause 5 above becomes payable, notwithstanding any previous fees paid to the Employment Agency. Furthermore should the client offer a candidate a role within the company whether it be the role they were forwarded to by Da Silva Recruitment Ltd or a different role within the organisation within a 12 month calendar period of date from the submission of the candidates details, a full Introduction Fee calculated in accordance with clause 5 above becomes payable, notwithstanding any previous fees or special agreements paid to the Employment Agency. For the avoidance of doubt, there shall be no entitlement to a refund of any kind following such subsequent Engagement.

Liability

7.1 The Agency endeavours to make every reasonable effort to ensure
the suitability of Candidates selected on behalf of the Client, but does
not personally establish references. Subject to clause 7.3 below, the Employment Agency shall not be liable to the Client arising out of or in connection with this Agreement or in relation to the engagement or use of the Applicant for (i) any loss of or damage to profit, revenue, savings, data, use, contract, goodwill or business or (ii) any indirect or consequential loss or damage, in each case howsoever caused or arising.

7.2 The term "howsoever caused or arising" when used in this clause 7
shall be construed widely to cover all causes and actions giving rise to liability, including but not limited to (i) whether arising by reason of any misrepresentation (whether made prior to and/or in this Agreement), negligence, breach of statutory duty, other tort, breach of contract, restitution or otherwise and (ii) whether arising under any indemnity and (iii) whether caused by any total or partial failure or delay in supply of the services of the Applicant by the Employment Agency.

7.3 Nothing in this Agreement shall limit or exclude any party's liability
for fraud or for death or personal injury caused by the negligence, or to the extent otherwise not permitted by law.

Indemnity

8. The Client shall indemnify and keep indemnified the Employment
Agency against any costs, claims or liabilities incurred directly or indirectly by the Employment Agency arising out of any Engagement, including (without limitation) as a result of:
(a) any breach of this Agreement by the Client; and
(b) any breach by the Client or any associated company of the Client, or any of its or their employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity).

Entire Agreement/ Variation

9. This Agreement constitutes the entire and only legally binding
agreement between the parties relating to the Engagement, and replaces any previous agreements or arrangements. No variation to these terms on behalf of the Employment Agency can be made otherwise than in writing signed by a director of the Employment Agency.

Waiver

10. Any failure by the Employment Agency to enforce at any
particular time any one or more of the terms of this Agreement shall not be deemed a waiver of such rights or of the right to subsequently enforce the terms of this Agreement.

Headings

11. Headings contained in this Agreement are for reference purposes
only and shall not affect the intended meanings of the clauses to which they relate.

Validity

12. If any provision, clause or part clause of this Agreement is held to
be invalid, void, illegal or otherwise unenforceable by judicial body, the remaining provisions of this Agreement shall remain in full force and effect to the extent permitted by law.

Force Majeure

13. The Employment Business shall have no liability for any delay or failure in performance of its obligations to the Client where this arises from matters outside its reasonable control.

Third Parties

14. No provision of this Agreement shall be enforceable by any
person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999 ("the Act"). This does not, however, affect any right or remedy of a third party that exists or is available independently of the Act.

Overdue Debts

15. The Employment Agency may charge interest on all overdue
debts under this Agreement at the rate of 2% per month.

Governing Law

16. This Agreement shall be governed by and construed in
accordance with the laws of England and the parties hereby submit to the non exclusive jurisdiction of the English Courts.

Terms of business for the engagement of temporary staff

1. These Terms and Conditions of business are made between Da Silva Recruitment Ltd, Windsor House, 5a King Street, Newcastle under Lyme, Staffordshire, ST5 1EH (“the Agency”) and any person firm or company engaging the Agency to procure the services of temporary staff (“the Client”). In these Terms and Conditions “the Temporary Worker” means any person engaged, employed or used by the client whether under a contract of service or a contract for service or otherwise and introduced to the client by the Agency.

2. These Terms and Conditions are deemed to be accepted by the Client by virtue of the Client interviewing or making use of the Temporary worker and alteration, variation or qualification of these Terms and Conditions shall be valid and effective unless previously agreed in writing by the Agency.

3. The Client agrees to pay the hourly charge of the Agency advised at the time of the booking of a Temporary Worker for all hours actually worked by the Temporary Worker. The hourly charge may be charged from time to time with immediate effect by agreement between the parties hereto. Details of current charges are available on application and are calculated on an hourly basis at rates varying according to the number of hours a Temporary Worker is required in any one week. Any travelling, hotel or other expenses agreed between the Agency and the client should be included (in itemised form) on the invoices submitted by the Agency in addition to the hourly charges. Charges shall be invoiced weekly and are payable within 7 days of receipt of invoice. VAT shall be payable on any fees charged by the Agency (whether under this clause or any terms contained herein) at the rate from time to time prevailing.

4. The Client shall be responsible for checking and verification of the number of hours claimed by a Temporary Worker before signing the time sheet and the Client shall indemnify the Agency in respect of all and any claims, costs and/or proceedings taken by the Temporary Worker against the Agency that arise out of the Clients failure to record accurately the number of hours worked by the Temporary worker.

5. If the Client engages a Temporary Worker or former Temporary Worker, whether for a definite or indefinite period (where or not as a Temporary Worker or permanent Staff or otherwise) or introduces a Temporary Worker or former temporary Worker to another person, firm or company with a resulting engagement within a period of six months from the termination of any temporary assignment with the Client, the Client shall pay to the Agency an introduction fee structure. No rebate will be made by the Agency, as the ability of the Temporary Worker shall be deemed proven.

6. Whilst the Agency will make every reasonable effort to give satisfaction to the Client by ensuring responsible standards of skill, integrity and reliability from Temporary Workers and will endeavour to provide Temporary Workers in accordance with booking details, no liability will be accepted by the Agency for any loss, expense, damage or delay arising from any failure to provide any particular Temporary Worker for all or part of the period of the booking or from the negligence, dishonesty, misconduct or lack of skill of the Temporary Worker provided.

7. The Client undertakes to supervise all Temporary Workers assigned to it to a degree sufficient to ensure the Client’s reasonable satisfaction with standards of workmanship, but if the services of the Temporary Worker shall prove to be unsatisfactory, the Agency may reduce or cancel the charge for the time worked by that Temporary Worker provided that the temporary Worker in question leaves that assignment immediately and that notification of such cessation is confirmed in writing and received by the Agency:-

a) Within 4 hours of the Temporary Worker commencing duties where the booking is for more than 7 hours.

b) Within 2 hours of commencing duties for bookings of 7 hours or less.

8. The Client accepts responsibility in respect of all statute, statutory instruments, bylaws and legal requirements to which the Client is ordinarily subject in respect of the Client’s own staff with particular reference to the Health and Safety at Work Act 1974 or any statutory modifications or amendments thereto for the time being in force but excluding statutory responsibility in respect of deduction of statutory contributions for earnings related insurance and the administration of Schedule E Income Tax, P.A.Y.E applicable to Temporary Workers as required by law for which the Agency shall be responsible.

9. Temporary Workers provided by the Agency are provided under contracts for services and are deemed to be under the direction and control of the Client.
From the time the Temporary Worker reports to take up duties and for the duration of the assignment. The Client is responsible for adequately insuring all the Temporary Workers supplied by the Agency against all Employers Liability and Third Party risks arising during or relating to the supply of the Temporary Worker to the Client. The Client agrees liability for all acts, errors and omissions whether wilful, negligent or otherwise of the Temporary Worker as though the Temporary Worker was the employee of the Client.

10. The Agency will endeavour to provide the Temporary Worker for the full period of the booking but this cannot be guaranteed whether for all or any part of the period. The Client shall not hold the Agency responsible or liable for not supplying a temporary Worker for part or for the whole of the period of a booking or where the Temporary Worker fails to fulfil or complete the original period of engagement required by the Client.

11. Subject to the clause 5 hereof, in the event that the Temporary Workers engagement continues for longer than the period of engagement required by the Client, these Terms and Conditions will continue to apply.

12. The Agency reserves the right to charge interest on any overdue payments of fees, such interest to be calculated on a daily basis at the rate of 2% per annum above the base rate for the time being of the Barclays Bank plc or 15% per annum whichever is the higher from the date of due payment until the actual date of payment in full of the invoiced amount, together with any approved interest thereon.

13. The Client shall indemnify the Employment Business against any costs, claims, damages incurred by the Employment Business arising out of the engagement or use of the Temporary by the Client. The Client shall indemnify the Employment Business against any costs, claims, damages and expenses incurred by the Employment Business arising out of the engagement or use of the Temporary by the Client.

14. The Client shall report to the Employment Business any accident resulting in injury to or death of the Temporary Worker whilst carrying out an assignment.

15. These Terms and Conditions shall be governed and constructed in accordance with English Law and the Courts of England and Wales shall have exclusive jurisdiction.