Terms Of Business

GENERAL

Prime Insight ("PI") effects introductions between employers and potential employees. These terms apply to such services of introduction provided by PI and will apply unless a variation is agreed in writing by a Director of PI.

All references to employer, employee, employment, offer of employment, salary and any other words or phrases which are applicable to the relationship of employer and employee shall also be construed as references to the relationship of firm and salaried or equity partner or consultant as if a salaried or equity partner or consultant were an employee.

FEES

1. Fees are charged for each introduction of an employee and are calculated as a percentage of the projected total remuneration in the first year of employment. The new employee's total remuneration is defined as salary and/or profit share together with the value of any bonuses, commission payments, accommodation allowances, premiums for working abroad, insurances, pension payments, school fees, car allowances, benefits in kind etc; the provision of a motor car will be valued at £6,000 additional salary, of single status accommodation at £3,000 and married status accommodation at £6,000. Employers undertake to inform PI immediately in writing of the terms of employment (or use whether under a contract of services or for services) agreed with a person introduced by PI and to provide such information in writing that may be necessary to calculate fees payable.

2. Where for whatever reason the projected total remuneration in the first year of employment cannot be agreed PI reserves the right to calculate its fees on its own projection of total remuneration.

3. PI reserves the right to charge an additional fee based upon actual total remuneration in the first year when actual remuneration is materially different from the projected remuneration used in calculating the initial fee. Employers undertake to supply PI with such information in writing as may be necessary to calculate such additional fee.

4. File search - a fee, calculated as a percentage of the projected total remuneration in the first year of employment, will be charged for the introduction of a new employee as follows:

Total remuneration up to and including £24,999 – 20%

Total remuneration in excess of £24,999 up to and including £49,999 – 25%

Total remuneration in excess of £49,999 – 30%

Such fee will become due upon employment being offered to a person introduced by PI and such offer of employment being accepted.

5. Search and Selection Assignments - PI provides a complete advertising and search service for employers under separate terms of business.

6. All fees are calculated exclusive of any value added, purchase or similar tax to which PI’s services may be subject and will bear such taxes if any at the applicable rates from time to time in force.

7. Invoices are payable upon receipt.

8. PI reserves the right to charge interest on fees unpaid within 14 days of the invoice date. A rate of four per cent above Royal Bank of Scotland PLC's base lending rate will apply calculated on a day-to-day basis as from the date of the invoice until the date of payment.

OTHER TERMS OF BUSINESS

9. Introduction - (i) An introduction will have been effected if an employer and a potential employee make contact at any time during a period of 12 months commencing on a date when PI notifies either the employer or the employee of the other’s requirements be they current potential or otherwise. Fees will be charged and be payable by the employer if a potential employee is engaged by the employer in any capacity at any time within 12 months from the date of the introduction. (ii) Fees will be charged for any employee engaged as a consequence of, or resulting from, an application by an employer to PI even though the introduction is made indirectly. (iii) Introductions are made to ‘Persons’ and such Persons include natural persons, firms, partnerships, companies, corporations, associations, organizations, governments, foundations and trusts (in each case whether or not having a separate legal personality). An introduction to an individual or department within a Person is deemed to be an introduction to the Person.

10. Guarantee - PI will seek to introduce a replacement employee at no extra charge provided that:

(i) PI's fee in respect of the introduction of the employee has been paid in full within 14 days of the date of commencement of employment and

(ii) the employee has terminated or been dismissed from the employment within 13 weeks of commencement and

(iii)the employer notifies PI in writing of the termination of the employment within 7 days thereof and

(iv) the employer or any subsidiary or associated company or firm of the employer shall not engage the person within nine months of the date of termination of employment and

(v) the termination is not due to redundancy or the liquidation, bankruptcy, dissolution or amalgamation of the employer and

(vi) the remuneration payable to the replacement employee is not materially different to that paid to the first employee.

11. Guarantee - In the event that an employer is entitled to a replacement and PI is not able to provide one within 4 months, the employer will receive a credit calculated as a proportion of the introduction fee net of VAT:

For introductions terminated during:

Weeks 1 and 4 - 100% (less 10% administration costs)

Weeks 5 and 6 - 60%, Weeks 7 and 8 - 50%

Weeks 9 and 10 - 30%, Weeks 11 and 12 - 20%, Weeks 13 and 14 - 10%

12. References - employers will be responsible for taking up references, confirming of professional and academic qualifications and ascertaining the suitability of any potential employee prior to engagement. The employer will also be responsible for arranging any medical examination or other investigations of the potential employee and for obtaining any work or other permits.

13. Privacy - the benefit of introductions made by PI is not assignable by employers and an employer who passes on an introduction of a potential employee to another will be charged the appropriate fee, as set out above, if employment results. The guarantee provisions set out above will not apply in such circumstances.

14. Warranty - in effecting introductions PI is obliged to rely upon the good faith of potential employees and cannot accept responsibility for any loss or expenditure incurred by an employer in attempting to effect a meeting with a potential employee. Subject to the provisions of the Unfair Contract Terms Act 1977, PI cannot accept responsibility for any information or representation concerning potential employees to whom employers may be introduced and in particular the history, character, age, capability or suitability of any potential employee. No representation or warranty is made that any potential employee is or will be available to fill a situation.

15. Fees will be charged for any employee of PI engaged by an employer in any capacity and these terms will apply save as to clause 10. above.

16. Marketing - PI may at its discretion and expense use any reasonable means to advertise, promote or notify potential employees of employers’ requirements.

17. Fixed Term Contracts - In circumstances where a candidate is employed for a fixed term that is less than twelve months a fee will be charged of 30% of the total annual remuneration paid. Fee calculations will always be made assuming a minimum duration of 6 months even if the actual duration is less and remuneration will be pro rated to this period for making fee calculations. Any extension of a fixed term contract will incur additional charges at the rate of 30% of additional remuneration. Should a permanent contract be offered to such an employee at any time in the first 12 months of a fixed term contract the terms for permanent introductions as set out above will apply. In respect of employees on fixed term contracts or who are employed permanently after starting a fixed term contract Clauses 10 and 11 above will not apply.

18. If any provision of these terms of business or any part of thereof shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable such invalidity or unenforceability shall not affect the other provisions of these terms of business which shall remain in full force. If any provision of these terms of business is found to be invalid or unenforceable but would be valid or enforceable if some part of the provisions were deleted or modified, the provision in question shall apply with such deletion or modification as may be necessary to make it valid.

19. Acceptance - by notifying PI, whether or not in writing, of any vacancy or agreeing to meet or employ a potential employee introduced by PI an employer agrees to be bound by these terms of business. These terms of business and all contractual relations between employers and PI as contemplated herein shall be governed by and construed in accordance with English law without regard to its conflicts of laws principles. Any dispute, difference or claim arising under or in connection with these terms of business shall be subject to the exclusive jurisdiction of the courts of England & Wales unless PI determines in its sole discretion that any claim should be brought within the jurisdiction in which the employer resides.