Terms & Agreements

Basic Terms

These are the terms and conditions of Business of Vivocare Ltd is a staffing agency hereinafter called Vv. In the absence of any express of implied prior acceptance of these Terms and Conditions the employer client, hereinafter called the “client” is deemed to accept these Terms and Conditions. They will be considered accepted by the Client by virtue of an interview or the engagement of a candidate, (engagement being the employment or use of a candidate in any capacity whether under contract of services or for services, or where a candidate is retained by the client in a personal or corporate capacity as an agent or distributor) howsoever introduced by Vivocare Ltd within a period of 12 months from the date of introduction or from the date of the last interview that took place between the client and the candidate. For the avoidance of doubt the term ‘introduction’ means the presentation of a candidate by Vivocare Ltd to the client for interview or engagement irrespective of whether or not the client knew of or was aware of the client or vice versa. If any employee of Vivocare Ltd is engaged by the client or any of its subsidiaries or associated companies, the Client will be liable to pay a fee equivalent to the full first year’s gross remuneration as outlined in section 2.

2. Fee Structure of Contingency Recruitment

Fees for this service are a discounted 20% of first year’s gross remuneration. Remuneration is defined as all gross taxable pay including bonus’s, location weighting, relocation payments, housing allowances, shift allowances,

retainer, on-call allowance, the value of any share options/stocks and/or cash in lieu of optional benefits. The provision of a company vehicle is valued at £5,000. Where any such remuneration is stated as being payable for less than a 12-month period the figure involved shall be treated on pro-rated annualised basis. If, after an offer of engagement has been made to the Applicant, the Client decides for any reason to withdraw it, the Client shall be liable to pay YA a minimum fee of 5% of the annual Remuneration as indicated above.

3. Payment Terms

Invoices shall be issued on candidate acceptance of offer or engagement extended by the client.

All invoices must be paid within 14 days of presentation. VAT is payable on all fees at the then prevailing rate.

YA reserves the right to charge any interest on all invoices raised from the due date of the invoice until the date of receipt of cleared funds in settlement calculated at the then current Barclaycard rate per calendar month. Late payment shall also result in our full fee of 25% being chargeable; any discounts will become null and void.

Where offers of employment are made in currency other than GBP, the fee will be chargeable at the prevailing exchange rate on the date of the offer letter and will be payable in GBP.

4. Termination of Employment

If the engagement is terminated (final day is treated as the day you notify Your Agency in writing) for any reason other than redundancy within 6 weeks of commencement and our fees have been paid within 14 days from the date of invoice, YA guarantees to refund in the form of a credit note a proportionate amount in accordance with the following scale

redeemable against a replacement or future recruitment.:

Up to 1 week 100% Up to 5 weeks 20%  Up to 2 weeks 50% Up to 6 weeks 10%

Up to 3 weeks 40% 6 weeks + 0%.    Up to 4 weeks 30%

5. Conditions

Correspondence

The Client agrees to supply to YA copies of all correspondence with any candidate introduced by YA and to notify YA immediately once a candidate is accepted or rejected. Such correspondence will include a copy of any offer or

contract of employment presented to the candidate introduced by YA.

Confidentiality, References and Work Permits

The client is responsible for taking up references as to the candidate’s qualifications, capabilities, integrity, medical history and/or suitability to meet the job specification. All introductions are confidential and the client is obliged to maintain confidentiality with the applicant and YA until the applicants express permission in writing for reference checking had been obtained. YA introductions are confidential and no information shall be passed to any third party, verbally or in writing. For the avoidance of doubt, specifically competitors of YA, managing agencies and third parties. It is also the Client’s responsibility to obtain work permits for the candidate and to satisfy itself that them comply with required legislation wherever necessary.

Liability

YA can accept no liability whatsoever on behalf of the Client, its servants or agent for any loss, damage, costs or expenses however caused which the Client may suffer, or for which the Client may become liable arising out of or in connection with or as a result of any introduction to the Client or the engagement by the Client of a candidate.

Referral of candidates introduced

If the Client, or a member of the Client’s staff, refers a candidate introduced by YA to some other body (defined as a associated or affiliated companies or some other persons company), and than other person or body engages

the candidate in any capacity within 12 months of the introduction of the candidate, whether temporary permanent of self-employed, the Client will be liable for an introductory fee at YA’s prevailing rates at the date of notification (or discovery by YA if not notified). Interest at the current Barclaycard rate will be applied from the date of appointment until payment of the invoice without concessions.

Variation in Terms

No variation or alteration to these Terms and Conditions shall be valid unless in writing by a Director of YA. These Terms of Business supersede any other Terms of Business sent or agreed.

This agreement is governed by and shall be construed in accordance with English Law