Standard terms and conditions of business

STANDARD TERMS AND CONDITIONS OF BUSINESS – RESEARCH SERVICES

1. Definitions and interpretation

1.1 This agreement uses some terms with special meanings. These terms are set out in a schedule to this agreement. This schedule also sets out some rules to be used in interpreting this agreement.
1.2 Where this agreement refers to any person, this includes reference to legal as well as natural persons (so, for example, a limited company is a person for the purposes of this agreement).

2. What this agreement is about

2.1 This is an agreement between Fresh Minds and the Client. It covers the provision of bespoke research and/or analysis services from time to time (which will be referred to in this agreement as the "Service" or "Services") by Fresh Minds. Provision of the Services by Fresh Minds may involve the production or supply of deliverable items (such as reports). These will be referred to in this agreement as "Deliverables".
2.2 What is included within the Services in each case is explained below (under the heading "Services to be provided by FreshMinds").

3. Services to be provided by Fresh Minds

3.1 Before Fresh Minds provides any Services to the Client, Fresh Minds and the Client will in each case agree in relation to such Services:
(a) exactly what Services are required;
(b) any Deliverables to be produced or supplied as part of the Services;
(c) specifications for particular Deliverables (if required);
(d) time scales (if specific time scales are required);
(e) charges; and
(f) any other relevant details.

In each case all of this information will be included in a email or emails, or document or set of documents (which will be referred to collectively as a "Project Start Document", although the documents themselves need not have that specific title) and will be agreed on behalf of Fresh Minds and the Client. Fresh Minds will not be liable to provide any Services unless and until a Project Start Document has been agreed in relation to the Services concerned.
3.2 If a Project Start Document conflicts with the provisions of these terms, then the provisions of that Project Start Document will take precedence in relation to the Services to be supplied in accordance with that Project Start Document.
3.3 Each agreed Project Start Document will form a separate contract (a "Contract") between the Client and Fresh Minds on the terms contained in the Project Start Document and in this agreement. Each Contract will be separately terminable by either party in accordance with clause 9.
3.4 In each case Services will be provided by Fresh Minds:
(a) as set out in this agreement and the relevant Project Start Document; or
(b) as otherwise agreed in writing by Fresh Minds.

3.5 Specific personnel will only be used by Fresh Minds if this is stated in the relevant Project Start Document. Otherwise, Fresh Minds may use such staff to provide the Services as it thinks appropriate, subject to complying with clause 6.1(b). If specified staff are used, Fresh Minds will use its reasonable endeavours not to change them in the course of any given Project Start Document, but cannot guarantee not to do so. If specified staff do have to be replaced, Fresh Minds will notify the Client and provide the Client with details of any relevant replacement staff.

4. Assistance from the Client

4.1 On request from Fresh Minds, the Client will provide the following facilities and assistance to Fresh Minds in order to enable Fresh Minds to provide the Services:
(a) reasonable access to, and co-operation by, the Client's staff;
(b) reasonable access to any Customer information;
(c) any facilities specified in the relevant Project Start Document.

These will be provided without charge to Fresh Minds but will be subject to Fresh Minds complying with any reasonable requirements imposed by the Client.

5. Charges

5.1 Each Project Start Document shall set out the charges for the Services to be supplied in accordance with that Project Start Document and the charges will be due on the dates (or the happening of events) specified in that Project Start Document.
5.2 Fresh Minds shall invoice the Client for the charges as soon as they become due. The Client must pay the invoices within 30 days of the date of such invoice.
5.3 All charges payable under this agreement will be paid to Fresh Minds by the Client without deduction or set off.
5.4 If the Client is late in paying any invoices then Fresh Minds may if it wishes to do so suspend the provision of the Services until such invoices have been settled in full by the Client.
5.5 If the Client is late in paying any invoices, then Fresh Minds may if it wishes to do so charge interest on all unpaid amounts. Interest will be payable from the date of the invoice until the date of payment and will continue to be payable even if Fresh Minds obtains a judgement from a court in relation to any claim for payment of the invoice. The rate of interest will be 2% per month above the base rate for the time being of NatWest Bank plc.
5.6 The amounts specified in the front sheet or in any Project Start Document do not include VAT or any other taxes on supplies unless expressly stated otherwise and the Client must pay these to Fresh Minds as well as the amounts concerned.
5.7 Unless otherwise agreed in writing, in relation to any advance sums paid to Fresh Minds in contemplation of future services, orders for such future services must be made and such services must be provided within one year of the date upon which Fresh Minds received the advance sum. Otherwise, advance sums will be non-refundable and FreshMinds will not be liable to provide services in return for such sums.

6. Warranties

6.1 Fresh Minds warrants that the Services will be provided:

(a) with reasonable care and skill; and
(b) by means of appropriately qualified and skilled personnel.

6.2 Fresh Minds warrants that in relation to any Deliverables except in relation to software, each Deliverable will be free from any material inaccuracy of which Fresh Minds should reasonably have been aware at the time the relevant Deliverable was supplied to the Client. However, Fresh Minds does not enter into any condition, warranty or other term to the effect that all information provided to the Client by Fresh Minds will be accurate.
6.3 If any of the warranties in clause 6.1 or 6.2 is breached, the Client must tell Fresh Minds as soon as is reasonably possible. The Client must give Fresh Minds a reasonable time to fix the problem and (if necessary) to re-perform any relevant Services. This will be done without any additional charge to the Client and will be the Client’s sole and exclusive remedy in respect of the breach in question. If Fresh Minds is unable or unwilling to do this within a reasonable time then the Client may by notice to Fresh Minds terminate immediately the Contract relating to the Services concerned. In the event of such termination Fresh Minds will refund to the Client the charges actually paid by the Client in relation to the Contract to which the breach of warranty relates and cancel any other outstanding liability of the Client in relation to that Contract and this will be the Client's sole and exclusive remedy in relation to the Contract in question.
6.4 It is a condition of this agreement that Fresh Minds is entitled to supply any Deliverables that are supplied to the Client under this agreement and to allow the Client to use them in accordance with the terms of the relevant Project Start Document.
6.5 Apart from the terms set out above, no conditions, warranties or other terms apply to the Services, the Deliverables or to anything else supplied under this agreement. In particular, no implied conditions, warranties or other terms relating to satisfactory quality or fitness for any particular purpose will apply to anything supplied under this agreement.
6.6 Fresh Minds will not be liable for breach of any of the terms in this agreement to the extent that the breach arises from any inaccuracy in any information provided by the Client or from any act or omission of the Client.

7. Exclusions and limitations

7.1 Neither party's liability:
(a) for death or personal injury caused by its negligence or the negligence of its employees or agents;
(b) under Part I of the Consumer Protection Act 1987;
(c) for breach of clause 6.4;
(d) for fraudulent misrepresentation;

is excluded or limited by this agreement, even if any other term of this agreement would otherwise suggest that this might be the case.

7.2 Other than as set out in clause 7.1, Fresh Minds shall not be liable (whether for breach of contract, negligence or for any other reason) for any:
(a) loss of profits;
(b) loss of sales;
(c) loss of revenue;
(d) loss of any software or data;
(e) loss of use of hardware, software or data;
(f) loss or waste of management or staff time; or
(g) indirect, consequential or special loss.

7.3 Subject to clauses 7.1 and 7.2, Fresh Minds total aggregate liability under each Contract and in relation to anything which Fresh Minds may have done or not done in connection with the Contract concerned (and whether the liability arises because of breach of Contract, negligence or for any other reason) shall be limited to an amount equal to 125% of the total amount paid or payable by the Client under the Contract concerned.

8. Confidentiality and data protection

8.1 Fresh Minds will keep confidential any confidential information which the Client supplies to Fresh Minds in connection with this agreement and the Client must do the same in relation to any confidential information which Fresh Minds supplies to the Client. Confidential information will include all information marked as being confidential and any other information which might reasonably be assumed to be confidential. The obligations as to confidentiality in this agreement will not apply to any information which:
(a) is available to the public other than because of any breach of this agreement;
(b) is, when it is supplied, already known to whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;
(c) is independently obtained by whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;
(d) is trivial or obvious; or
(e) is required to be disclosed by law or by any court or tribunal with proper authority to order its disclosure.

8.2 In the course of Fresh Minds providing or managing Services under this agreement, it may be necessary from time to time for each party to have access to personal data belonging to or retained by the other and to process that personal data on behalf of the other.
8.3 In relation to any transfer and processing of personal data as referred to in clause 8.2:
(a) it is the intention of the parties that:
(i) the party who discloses the personal data to the other (the "Disclosing Party") will be the data controller; and
(ii) the party who receives such personal data (the "Receiving Party") will be a data processor;
(b) the Disclosing Party will:
(i) ensure that it is fully and lawfully entitled to transfer the relevant personal data to the Receiving Party so as to allow the Receiving Party lawfully to process the personal data in accordance with this agreement on behalf of the Disclosing Party;
(ii) subject to the Receiving Party complying with its obligations under this agreement, be responsible for ensuring that the processing of the personal data complies with the Data Protection Act 1998 (including the eight principles set out in the Data Protection Act 1998). This includes taking all steps necessary (including, where appropriate, obtaining consent from each of the relevant data subjects) so as to ensure that the transfer to the Receiving Party of the personal data and its processing by the Receiving Party in accordance with this agreement complies with the Data Protection Act 1998;
(c) the Receiving Party will process the personal data only in accordance with:
(i) the terms of this agreement; and
(ii) any instructions given by the Disclosing Party from time to time;
(d) at the request and expense of the Disclosing Party, the Receiving Party will in addition to its other express obligations under this agreement use its reasonable efforts to assist the Disclosing Party in complying with its obligations as data controller;
(e) the Receiving Party will not, except as agreed with, or in accordance with the instructions of, the Disclosing Party:
(i) carry out any processing of the personal data on equipment situated outside the EEA; or
(ii) transfer the personal data outside the EEA;
(f) each party will take appropriate technical and organisational measures against:
(i) unauthorised or unlawful processing of the personal data; and
(ii) accidental loss or destruction of, or damage to, the personal data;
so that, having regard to the state of technological development and the cost of implementing any measures, the measures taken ensure a level of security appropriate to:
(iii) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage in relation to the personal data; and
(iv) the nature of the personal data to be protected;
(g) each party will take reasonable steps to ensure the reliability of any of their own employees who have access to the personal data;
(h) each party will comply with any specific guidance or instructions from the Information Commissioner;
(i) except as expressly agreed otherwise between the parties, all Intellectual Property Rights in and relating to the personal data will belong to the Disclosing Party and any relevant third party licensors of the Disclosing Party.

9. Term and termination

9.1 This agreement will commence on:
(a) the date set out in the front sheet; or
(b) the date when Fresh Minds first performs the services for the Client

whichever is the earlier.

9.2 Fresh Minds or the Client may terminate a Contract if:
(a) the other materially breaches any term of the Contract and it is not possible to remedy that breach; or
(b) the other materially breaches any term of the Contract and it is possible to remedy that breach, but the other fails to do so within 30 days of being asked to do so.

9.3 Termination of a Contract shall not affect the continuation of this agreement or any other Contracts unless either party is entitled to terminate this agreement or other Contracts and does so.
9.4 Fresh Minds may terminate:
(a) a Contract; or
(b) this agreement (and all Contracts entered into in relation to it);
on giving 30 days prior written notice to the Client.
9.5 Fresh Minds or the Client may terminate this agreement (and all Contracts entered into in relation to it) if:
(a) the other becomes or is deemed insolvent;
(b) any distress or execution is levied on any of the other's property or assets;
(c) the other makes or offers to make any arrangement or composition with creditors;
(d) any resolution or petition to wind up the other's business (other than for the purpose of amalgamation or reconstruction) is passed or presented or if a receiver or administrative receiver of the other's undertaking, property or assets is appointed or a petition presented for the appointment of an administrator; or
(e) the other is subject to any proceedings which are equivalent or substantially similar to any of the proceedings under sub-clause (a), (b), (c) or (d) under any applicable jurisdiction.

10. What happens if the agreement is terminated

10.1 Termination of this agreement will not affect any accrued rights or liabilities which either Fresh Minds or the Client may have by the time termination takes effect.
10.2 On termination of a Contract, Fresh Minds shall within a reasonable time deliver up any Deliverables (or portions of Deliverables) produced pursuant to that Contract up to the date of such termination and within 14 days of Fresh Minds invoice the Client shall pay to Fresh Minds the outstanding sums due and payable under the Contract in respect of such Deliverables (or portions of Deliverables). Where a fixed charge has been agreed with the Client under a Contract, the amount payable will be calculated by Fresh Minds on a pro rata basis.

11. Intellectual Property Rights

11.1 Ownership of Intellectual Property Rights and use of any material in which Intellectual Property Rights exist will be dealt with as follows:
(a) the Intellectual Property Rights in any material supplied by the Client to Fresh Minds to enable Fresh Minds to provide the Services will be owned by the Client and to the extent that it may obtain any Intellectual Property Rights in any such material Fresh Minds assigns such intellectual property rights to the Client. Fresh Minds will have a non-exclusive licence to use the material concerned solely for the purpose of providing Services under this agreement;
(b) the Intellectual Property Rights in:
(i) any pre-existing or generic material (including any software) used or created by Fresh Minds in providing the Services;
(ii) any material or Deliverables (including any software) produced by Fresh Minds in the course of providing Services under this agreement;
will (except to the extent it falls within 11.1(a) above) be owned by Fresh Minds or any relevant third party licensor and the extent that it may obtain any Intellectual Property Rights in any such material the Client assigns such intellectual property rights to Fresh Minds;
(c) to the extent that the use of any material (including any software) the Intellectual Property Rights in which are owned by Fresh Minds or licensed to Fresh Minds by a third party is embedded in or forms part of, or is otherwise necessary for the use by the Client of any Deliverables produced for the Client by Fresh Minds in the course of providing Services under this agreement, the Client will have a non-exclusive non-terminable licence (which will not be subject to any time limit) to use or allow others to use the material concerned for the purpose of the use by the Client (but not by any other person) of the Deliverables for the Client's own internal business purposes. Unless the Project Start Document expressly states otherwise and except to the extent that the Client owns the Intellectual Property Rights in any Deliverables, the Client will not be permitted to use the Deliverables except for its own internal business purposes and may not:
(i) sell, supply or licence the use of any Deliverables to any third party; or
(ii) use the Deliverables for the benefit of any third party.

11.2 Nothing in this clause 11 will limit either party's obligations with regard to confidentiality in clause 8.

11.3 Subject to the obligations of confidentiality in clause 8, nothing in this clause 11 will prevent Fresh Minds from using or re-using in the course of its business any know-how, techniques, methods of general business or technical knowledge used by it in the course of providing services under this agreement.

11.4 Fresh Minds will indemnify the Client against any loss or damage suffered or incurred by the Client as a result of any claim that the use of or possession by the Client in accordance with this agreement of any material or Deliverables supplied by Fresh Minds infringes the Intellectual Property Rights of any third party.

11.5 The indemnity in clause 11.4 will not apply to the extent that the relevant infringement results from:
(a) the Client modifying any relevant material or Deliverables without the consent of Fresh Minds;
(b) the Client failing to use any updated materials or Deliverables the use of which would have avoided the infringement; or
(c) the use of information, documents, materials, facilities or items supplied by the Client for the purpose of this agreement.

11.6 the Client will indemnify Fresh Minds against any loss or damage suffered or incurred by Fresh Minds as a result of any claim that the use or possession by Fresh Minds in accordance with this agreement of any material supplied by the Client infringes the Intellectual Property Rights of any third party.
11.7 In relation to any third party claim to which any of the indemnities in this clause 11 relate, the party claiming the benefit of the indemnity shall:
(a) allow the other party on request to conduct the defence of the claim (including settlement);
(b) make no admission to the claim without the prior consent of the other party;
(c) notify the other party as soon as is reasonably practicable of the claim; and
(d) at the expense of the other party, co-operate and assist to a reasonable extent with the other party's defence of the claim.

12. Other terms

12.1 The Client may not assign any of its rights or obligations under this agreement without Fresh Minds's consent (such consent not to be unreasonably withheld).
12.2 Fresh Minds may assign any of Fresh Minds's rights or obligations under this agreement to an associated company of Fresh Minds. Fresh Minds must notify the Client if it does so.
12.3 Fresh Minds may :
(a) sub-contract the performance of any of Fresh Minds's obligations under this agreement;
(b) assign any of its rights or obligations under this agreement;

Fresh Minds will remain liable to the Client for any breach of this agreement if it sub-contracts or assigns.
12.4 Neither party will be liable to the other for any breach of this agreement which arises because of any circumstances which that party cannot reasonably be expected to control.
12.5 All notices and consents relating to this agreement must be in writing. All variations to this agreement must be agreed, set out in writing and signed on behalf of both Fresh Minds and the Client before they take effect.
12.6 This agreement and any relevant Project Start Document sets out all of the terms that have been agreed between Fresh Minds and the Client in relation to the subjects covered by it. Subject to clause 7.1, no other representations or terms shall apply or form part of any Contract between the parties.
12.7 Defined terms may appear in various places in this agreement. Regardless of the point in the agreement at which a definition appears, that definition applies throughout the agreement and any relevant Project Start Document.
12.8 No term of this agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this agreement.
12.9 This agreement is governed by English law. Both Fresh Minds and the Client submit to the exclusive jurisdiction of the English courts in relation to any dispute concerning this agreement.

Schedule 1

1. Definitions

1.1 In this agreement the following terms shall have special meanings:
"Project Start Document" is as defined in clause 3.1.
"Contract" is as defined in clause 3.3.
"Deliverable" is as defined in clause 2.1.
"Disclosing Party" is as defined in clause 8.3(a)(i)
"Intellectual Property Rights" means all copyright, patent rights, trade or service marks, design right, rights in or relating to databases, rights in or relating to confidential information, and any other intellectual property rights (registered or unregistered) throughout the world including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements.
"Receiving Party" is as defined in clause 8.3(a)(ii)
"Services" is as defined in clause 2.1.
1.2 Where this agreement refers to a party using its "reasonable efforts", this means making every effort that the party concerned reasonably can consistent with the objective to be achieved (and taking into account any time scale within which it is aimed to achieve the objective concerned). Reasonable efforts must at least include:
(a) the allocation and use of a reasonable amount of resource (in manpower, financial and other terms) to achieve the relevant objective within any applicable time scale;
(b) taking all reasonable positive steps necessary to achieve the relevant objective;
(c) obtaining any further information necessary to enable the achievement of the objective;
(d) co-operating with others to the extent necessary to achieve the objective; and
(e) if the first attempt to achieve the relevant objective is not successful, making such further attempts as are reasonable to in order to achieve it.

1.3 For the purposes of this agreement, any two persons are to be treated as "associated":
(a) if one is a corporate body of which the other directly or indirectly has control; or
(b) if both are corporate bodies directly or indirectly controlled by the same person or group of persons.

For these purposes a person or group of persons who are able directly or indirectly to control or materially to influence the policy of a corporate body, but without having a controlling interest in that body corporate, may be treated as having control of it. The terms "associate" and "associated company" are to be interpreted accordingly.

1.4 For the purposes of this agreement, the following terms have the same meaning as in the Data Protection Act 1998:
(a) personal data;
(b) data controller;
(c) data processor;
(d) processing; and
(e) data subject.

1.5 Any Software supplied or licensed under this agreement will not be treated as goods within the meaning of the Sale of Goods Act 1979. Otherwise, the term "goods" will have the meaning given to it in that Act. Firmware will be treated as part of the goods in which it is installed.

2. Interpretation

2.1 In this agreement, unless it says otherwise:
(a) reference to a person includes a legal person (such as a limited company) as well as a natural person;
(b) reference to this agreement includes reference to the front sheet, schedules and appendices and other documents attached to in it or incorporated by reference into it (all as amended or added to from time to time);
(c) reference to "including" in this agreement shall be treated as being by way of example and shall not limit the general applicability of any preceding words;
(d) reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation;
(e) references to clause numbers or schedules shall be to those in this agreement;
(f) reference to this agreement shall include reference to it after it has been amended, added to or replaced by a new agreement.

2.2 Except to the extent that this agreement expressly says otherwise, nothing in this agreement shall create a partnership between the parties or give the rights of a partner to either party.
2.3 Except to the extent that this agreement expressly says otherwise, neither party has any authority (and nothing in this agreement shall be treated as giving either party authority):
(a) to enter into a contract for or on behalf of the other party;
(b) to assume a liability on behalf of the other party;
(c) to pledge the credit of the other party,

unless such authority is expressly granted in writing by the other party. Neither party may act as if it has such authority and must not represent (expressly or by implying it) that it has such authority.

Schedule 2

Non-solicitation clause

1. The Client shall not during the term of this agreement or for a period of six months after the Termination Date either itself or by an agent and either on its own account or by or in association with or for the benefit of any other person directly or indirectly:
1.1 solicit or endeavour to entice away from Fresh Minds any Restricted Person;
1.2 induce any Restricted Person to breach their contract of employment or break their relations or engagement with Fresh Minds or encourage a Restricted Person to resign;
1.3 employ or otherwise engage (save in a junior administrative or secretarial capacity) any Restricted Person.
2. The Client fully understands the meaning and effect of the covenants given by him above and acknowledges and accepts that such sub-clauses are fair and reasonable in all the circumstances at the time this agreement was made to protect the legitimate interests of Fresh Minds.
3. In the event that the Client breaches any provision of clause 1 above, the parties agree that a reasonable estimate of the likely loss to Fresh Minds is equivalent to three months' basic salary (or three months' fees in respect of a consultant) of the Restricted Person. The Client therefore agrees that on breach of clause 1 and without prejudice to any other remedy available to Fresh Minds, the Client will pay Fresh Minds a sum equivalent to this amount.
"Restricted Person" means any person who was known to or worked with the Client in connection with the provision of the Services and who
(a) is employed by Fresh Minds at the Termination Date;
(b) is engaged as a consultant or self-employed contractor to Fresh Minds at the Termination Date;
(c) has at any time in the period of six months prior to the Termination Date been employed by Fresh Minds; or
(d) has at any time in the period of six months prior to the Termination Date been engaged as a consultant or self-employed contractor to Fresh Minds
and who at the Termination Date or was during the period of six months prior to the Termination Date employed or engaged, otherwise than in a junior administrative or secretarial capacity, in:
(i) research, development or recruitment;
(ii) sales, marketing or distribution including establishing or maintaining relationships or dealings with clients; or
(iii) establishing or maintaining relationships or dealings with suppliers,
“Termination Date” means the date this agreement terminates for whatever reason.
4. If at any time any term or provision in this agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any rule of law or enactment, such term or provision or part shall to that extent be deemed not to form part of this agreement, but the enforceability of the remainder of this agreement shall not be affected.

STANDARD TERMS AND CONDITIONS OF BUSINESS – RECRUITMENT SERVICES

1. Definitions and interpretation

1.1 This agreement uses some terms with special meanings. These terms are set out in schedule 1 to this agreement. Schedule 1 also sets out some rules to be used in interpreting this agreement.
1.2 Where this agreement refers to any person, this includes reference to legal as well as natural persons (so, for example, a limited company is a person for the purposes of this agreement).

2. What this agreement is about

2.1 This is an agreement between Fresh Minds and the Client. It covers the provision of recruitment services from time to time (which will be referred to in this agreement as the "Service" or "Services") by Fresh Minds.
2.2 What is included within the Services in each case is explained below (under the heading "Services to be provided by Fresh Minds").

3. Services to be provided by Fresh Minds

3.1 The Services to be provided by Fresh Minds consist of the selection, introduction and recruitment of individuals by Fresh Minds on the Client's behalf on:
(a) a temporary basis (the "Temporary Recruitment Services") which shall mean Fresh Minds shall act as an Employment Business; and/or
(b) a permanent basis (the "Permanent Recruitment Services") which shall mean that Fresh Minds shall act as an Employment Agency.

3.2 Before Fresh Minds provides any Services to the Client, the Client and Fresh Minds will in each case agree in relation to such Services:
(a) exactly what Services are required;
(b) specifications for a particular Candidate (for example qualifications, experience and/or personal qualities required);
(c) time scales (if specific time scales are required);
(d) charges;
(e) the terms of any extended period of hire under clauses 4.1(a) and 4.2(a) of Schedule 2;
(f) whether the services are on a retained or non-retained basis;
(g) any other relevant details.

In each case all of this information will be included in an email or emails or a document or set of documents (which will be referred to collectively as an "Assignment", although the documents themselves need not have that specific title) and will be agreed on behalf of Fresh Minds and the Client. Fresh Minds will not be liable to provide any Services unless and until an Assignment has been agreed in relation to the Services concerned.
3.3 If an Assignment conflicts with the provisions of these terms, then the provisions of that Assignment will take precedence in relation to the Services to be supplied in accordance with that Assignment.
3.4 Each agreed Assignment will form a separate contract (a "Contract") between the Client and Fresh Minds on the terms contained in the Assignment and in this agreement. Each Contract will be separately terminable by either party in accordance with clause 11, and shall be deemed to be accepted by the Client by virtue of its request for, interview with or engagement of the Candidate or the passing of any information about the Candidate to any third party following an Introduction.
3.5 In each case Services will be provided by Fresh Minds:
(a) as set out in this agreement and the relevant Assignment; or
(b) as otherwise agreed in writing by Fresh Minds.

3.6 Specific personnel will only be used by Fresh Minds if this is stated in the relevant Assignment. Otherwise, Fresh Minds may use such staff to provide the Services as it thinks appropriate, subject to complying with clause 8.1(b). If specified staff are used, Fresh Minds will use its reasonable endeavours not to change them in the course of any given Assignment, but cannot guarantee not to do so. If specified staff do have to be replaced, Fresh Minds will notify the Client and provide the Client with details of any relevant replacement staff.
3.7 Fresh Minds shall provide the Client with details of a Candidate or Candidates and the Client shall decide whether or not to Accept such Candidate(s).
3.8 Should the Client decide to Accept a Candidate then it shall notify Fresh Minds immediately. In the case of Permanent Recruitment Services Client should also provide details of:
(a) the Remuneration offered or that is to be offered to a Candidate; and
(b) the terms of Engagement.

3.9 The Client shall act reasonably and shall not discriminate on the grounds of age, sex, race or disability when deciding whether or not to Accept a Candidate.

4. Temporary Recruitment Services

4.1 Temporaries will either be on a contract of service, in which case they will be employees of Fresh Minds and Fresh Minds is responsible for the payment of wages or other remuneration to the Temporaries and for deduction and payment of all statutory deductions, including payments of income tax and National Insurance contributions, or they will be on a contract for services, in which case the relationship of the Temporary to Fresh Minds will be that of independent contractor and at no time will the Temporary hold himself out as being an employee of Fresh Minds or any Client, nor assume, create or incur any liability or obligation on behalf of Fresh Minds or any Client save as specifically authorised in writing by Fresh Minds. The type of contract will be specified in the Assignment prior to the provision of the Services.
4.2 Should the Client have a complaint about any Temporary it must notify Fresh Minds immediately. Where the Temporary is on a contract of service, it shall be the responsibility of Fresh Minds to discipline any Temporary as it considers appropriate on receipt of a complaint from the Client, and under no circumstances shall the Client be authorised to discipline any Temporary.
4.3 If the Client reasonably wishes any Temporary supplied by Fresh Minds to be replaced before completion of an Assignment, the Client must give Fresh Minds at least three working days' prior written notice (giving the reason for such a request). If any such notice is received by Fresh Minds:
(a) Fresh Minds will use reasonable efforts to provide a replacement at the earliest possible opportunity; and
(b) any additional costs incurred by Fresh Minds as a result of such notice shall be borne by the Client, except where such costs are incurred due to the serious misconduct or negligence of the Temporary or due to the failure of Fresh Minds to select any such Temporary in accordance with clause 8.1(b) (save where this failure is as a result of a breach of clause 6.1(a) by the Client).
4.4 In the event that any Temporary leaves an assignment before completion of the period agreed between the parties, Fresh Minds shall use reasonable efforts to find a suitable replacement within three working days.
4.5 The Client shall indemnify and keep indemnified Fresh Minds against all actions, claims, demands, costs, charges and expenses incurred by or made against Fresh Minds by any Temporary under any employment legislation due to any act or omission of the Client (or its employees, agents, officers or contractors) including but not limited to:
(a) any claim for unfair dismissal under the Employment Rights Act 1996;
(b) any claim for unlawful discrimination under the Sex Discrimination Act 1975, the Disability Discrimination Act 1995, the Race Relations Act 1976 and the Age Discrimination Act 2006;
(c) any claim for wrongful dismissal or any claim for breach of any express or implied term of the Temporary's contract of employment; or
(d) any claim under European law or any other claim under statute, contract or common law including any claim the Temporary might have for personal injury arising from the Temporary working for the Client.

4.6 If Fresh Minds is providing Temporary Recruitment Services to the Client and the Temporary is on a contract of service, Fresh Minds shall be responsible for:
(a) obtaining any and all necessary permits (whether for work or otherwise); and
(b) arranging any medical examinations or investigations;

that may be required by law (or by the Client) for Candidates who are Accepted by the Client.

5. Permanent Recruitment Services

5.1 Once a Candidate has been Accepted by the Client as a Permanent, and such Candidate has accepted an Engagement, that Permanent shall be an employee (or contractor) of the Client and not Fresh Minds. The Client shall be solely responsible for the payment of any wages or fees (or any other monies or benefits) to that Permanent and for the deduction of any income tax or National Insurance contributions required by law.
5.2 Once a Candidate becomes a Permanent, Fresh Minds shall have no further liability or responsibility in relation to such Permanent or the performance of such Permanent.
5.3 If Fresh Minds is providing Permanent Recruitment Services to the Client, Fresh Minds shall be responsible for ensuring that any Permanent has any qualifications that may be required by law, and that the Permanent is willing to fulfil the Engagement.

6. Assistance from the Client

6.1 If Fresh Minds is providing Temporary Recruitment Services to the Client, the Client shall:
(a) provide reasonable information to Fresh Minds concerning any specifications they require for a Temporary to enable Fresh Minds to select appropriate Candidates;
(b) carry out appraisals of the Temporary's performance on a regular basis and keep reasonable records concerning the attendance and performance of such Temporary. These records shall be the property of Fresh Minds and shall be delivered to Fresh Minds either on request or at the termination of any Temporary placement;
(c)  provide appropriate working conditions in accordance with any applicable health and safety regulations and act at all times within the confines of Fresh Minds employment contract with any relevant Temporary
(d)  before any Assignment, in respect of the Assignment, provide Fresh Minds with the precise identity of the Client; the start date and duration of any Assignment; the location at which any Permanent or Temporary will work; the hours of work; any risks to health and safety known to the Client and the steps that have been taken by the Client to prevent or control such risks; the experience, training, qualifications and any authorisation which the Client considers necessary or which the Temporary or Permanent needs by law or by requirement of any professional body; any expenses payable by or to the Temporary or Permanent; where Permanent Recruitment Services are provided, the minimum rate of pay and other benefits offered by the Client and intervals at which they will be paid, and any notice which the Temporary or Permanent would give or receive to end the Assignment; and
(e)  before any Assignment, where Fresh Minds provides Permanent Recruitment Services, provide Fresh Minds with details in respect of the Assignment of the authority which it gives Fresh Minds, if any, to act for the Client including the terms upon which Fresh Minds is authorised to enter into contracts with Temporaries or Permanents on behalf of the Client.

6.2 If Fresh Minds is providing Permanent Recruitment Services to the Client, the Client shall be responsible for:
(a) obtaining any and all necessary permits (whether for work or otherwise); and
(b) arranging any medical examinations or investigations.

7. Charges

7.1 The Client will pay Fresh Minds for the Recruitment Services as described in Schedule 2 and Schedule 3. These amounts will be calculated and will become due and payable as set out in Schedule 2 and Schedule 3. In each case an Assignment may set out the charges for the Recruitment Services to be supplied in accordance with that Assignment. In that case, the charges will be due on the dates (or on the happening of events) specified in that Assignment.
7.2 Fresh Minds shall invoice the Client for the charges as soon as they become due. The Client must pay the invoices within 30 days of the date of such invoice (save where otherwise specified).
7.3 If the Client is late in paying any invoices then Fresh Minds may if it wishes to do so suspend the provision of the Services until such invoices have been settled in full by the Client.
7.4 If the Client is late in paying any invoices, then Fresh Minds may if it wishes to do so charge interest on all unpaid amounts. Interest will be payable from the date of the invoice until the date of payment and will continue to be payable even if Fresh Minds obtains a judgement from a court in relation to any claim for payment of the invoice. The rate of interest will be 2% per month above the base rate for the time being of NatWest Bank plc.
7.5 The amounts specified in the front sheet or in any Assignment do not include VAT or any other taxes on supplies unless expressly stated otherwise and the Client must pay these to Fresh Minds as well as the amounts concerned.

8. Warranties

8.1 Fresh Minds warrants that the Services will be provided:
(a) with reasonable care and skill; and
(b) by means of appropriately qualified and skilled personnel.

8.2 If any of the warranties in clause 8.1 is breached, the Client must tell Fresh Minds as soon as is reasonably possible. The Client must give Fresh Minds a reasonable time to fix the problem and (if necessary) to re-perform any relevant Services. This will be done without any additional charge to the Client and will be the Client’s sole and exclusive remedy in respect of the breach in question. If Fresh Minds is unable or unwilling to do this within a reasonable time then the Client may by notice to Fresh Minds terminate immediately the Contract relating to the Services concerned. In the event of such termination Fresh Minds will refund to the Client the charges actually paid by the Client in relation to the Contract to which the breach of warranty relates and cancel any other outstanding liability of the Client in relation to that Contract and this will be the Client's sole and exclusive remedy in relation to the Contract in question.
8.3 Apart from the terms set out above, no conditions, warranties or other terms apply to the Services or to anything else supplied under this agreement. In particular, no implied conditions, warranties or other terms relating to satisfactory quality or fitness for any particular purpose will apply to anything supplied under this agreement.
8.4 Fresh Minds will not be liable for breach of any of the terms in this agreement to the extent that the breach arises from any inaccuracy in any information provided by the Client or from any act or omission of the Client.

9. Exclusions and limitations

9.1 Neither party's liability:
(a) for death or personal injury caused by its negligence or the negligence of its employees or agents;
(b) under Part I of the Consumer Protection Act 1987;
(c) for fraudulent misrepresentation;

is excluded or limited by this agreement, even if any other term of this agreement would otherwise suggest that this might be the case.

9.2 Other than as set out in clause 9.1, Fresh Minds shall not be liable (whether for breach of contract, negligence or for any other reason) for any:
(a) loss of profits;
(b) loss of sales;
(c) loss of revenue;
(d) loss of any software or data;
(e) loss of use of hardware, software or data;
(f) loss or waste of management or staff time; or
(g) indirect, consequential or special loss.

9.3 Subject to clauses 9.1 and 9.2, Fresh Minds total aggregate liability under each Contract and in relation to anything which Fresh Minds may have done or not done in connection with the Contract concerned (and whether the liability arises because of breach of Contract, negligence or for any other reason) shall be limited to an amount equal to 125% of the total amount paid or payable by the Client under the Contract concerned.

10. Confidentiality and data protection

10.1 Fresh Minds will keep confidential any confidential information which the Client supplies to Fresh Minds in connection with this agreement and the Client must do the same in relation to any confidential information which Fresh Minds supplies to the Client. Confidential information will include all information marked as being confidential and any other information which might reasonably be assumed to be confidential. The obligations as to confidentiality in this agreement will not apply to any information which:
(a) is available to the public other than because of any breach of this agreement;
(b) is, when it is supplied, already known to whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;
(c) is independently obtained by whomever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;
(d) is trivial or obvious; or
(e) is required to be disclosed by law or by any court or tribunal with proper authority to order its disclosure.

10.2 In the course of Fresh Minds providing or managing Services under this agreement, it may be necessary from time to time for each party to have access to personal data belonging to or retained by the other and to process that personal data on behalf of the other.
10.3 In relation to any transfer and processing of personal data as referred to in clause 10.2:
(a) it is the intention of the parties that:
(i) the party who discloses the personal data to the other (the "Disclosing Party") will be the data controller; and
(ii) the party who receives such personal data (the "Receiving Party") will be a data processor;
(b) the Disclosing Party will:
(i) ensure that it is fully and lawfully entitled to transfer the relevant personal data to the Receiving Party so as to allow the Receiving Party lawfully to process the personal data in accordance with this agreement on behalf of the Disclosing Party;
(ii) subject to the Receiving Party complying with its obligations under this agreement, be responsible for ensuring that the processing of the personal data complies with the Data Protection Act 1998 (including the eight principles set out in the Data Protection Act 1998). This includes taking all steps necessary (including, where appropriate, obtaining consent from each of the relevant data subjects) so as to ensure that the transfer to the Receiving Party of the personal data and its processing by the Receiving Party in accordance with this agreement complies with the Data Protection Act 1998;
(c) the Receiving Party will process the personal data only in accordance with:
(i) the terms of this agreement; and
(ii) any instructions given by the Disclosing Party from time to time;
(d) at the request and expense of the Disclosing Party, the Receiving Party will in addition to its other express obligations under this agreement use its reasonable efforts to assist the Disclosing Party in complying with its obligations as data controller;
(e) the Receiving Party will not except as agreed with, or in accordance with the instructions of, the Disclosing Party:
(i) carry out any processing of the personal data on equipment situated outside the EEA; or
(ii) transfer the personal data outside the EEA;
(f) each party will take appropriate technical and organisational measures against:
(i) unauthorised or unlawful processing of the personal data; and
(ii) accidental loss or destruction of, or damage to, the personal data;
so that, having regard to the state of technological development and the cost of implementing any measures, the measures taken ensure a level of security appropriate to:
(iii) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage in relation to the personal data; and
(iv) the nature of the personal data to be protected;
(g) each party will take reasonable steps to ensure the reliability of any of their own employees who have access to the personal data;
(h) each party will comply with any specific guidance or instructions from the Information Commissioner;
(i) except as expressly agreed otherwise between the parties, all Intellectual Property Rights in and relating to the personal data will belong to the Disclosing Party and any relevant third party licensors of the Disclosing Party.

11. Term and termination

11.1 This agreement will commence either:
(a) on the date set out in the front sheet; or
(b) on the date when Fresh Minds first performs the services for the Client;
whichever is the earlier.

11.2 Fresh Minds or the Client may terminate a Contract if:
(a) the other materially breaches any term of the Contract and it is not possible to remedy that breach; or
(b) the other materially breaches any term of the Contract and it is possible to remedy that breach, but the other fails to do so within 30 days of being asked to do so.

11.3 Termination of a Contract shall not affect the continuation of this agreement or any other Contracts unless either party is entitled to terminate this agreement or other Contracts and does so.
11.4 Fresh Minds may terminate:
(a) a Contract; or
(b) this agreement (and all Contracts entered into in relation to it);
on giving 30 days prior written notice to the Client.
11.5 Fresh Minds or the Client may terminate this agreement (and all Contracts entered into in relation to it) if:
(a) the other becomes or is deemed insolvent;
(b) any distress or execution is levied on any of the other's property or assets;
(c) the other makes or offers to make any arrangement or composition with creditors;
(d) any resolution or petition to wind up the other's business (other than for the purpose of amalgamation or reconstruction) is passed or presented or if a receiver or administrative receiver of the other's undertaking, property or assets is appointed or a petition presented for the appointment of an administrator; or
(e) the other is subject to any proceedings which are equivalent or substantially similar to any of the proceedings under sub-clause (a), (b), (c) or (d) under any applicable jurisdiction.

12. What happens if the agreement is terminated

Termination of this agreement will not affect any accrued rights or liabilities which either Fresh Minds or the Client may have by the time termination takes effect.

13. Other terms

13.1 The Client may not assign any of its rights or obligations under this agreement without Fresh Minds's consent (such consent not to be unreasonably withheld).
13.2 Fresh Minds may assign any of Fresh Minds's rights or obligations under this agreement to an associated company of Fresh Minds. Fresh Minds must notify the Client if it does so.
13.3 Fresh Minds may :
(a) sub-contract the performance of any of Fresh Minds's obligations under this agreement;
(b) assign any of its rights or obligations under this agreement;

Fresh Minds will remain liable to the Client for any breach of this agreement if it sub-contracts or assigns.
13.4 Neither party will be liable to the other for any breach of this agreement which arises because of any circumstances which that party cannot reasonably be expected to control.
13.5 All notices and consents relating to this agreement must be in writing. All variations to this agreement must be agreed, set out in writing and signed on behalf of both Fresh Minds and the Client before they take effect.
13.6 This agreement and any relevant Assignment sets out all of the terms that have been agreed between Fresh Minds and the Client in relation to the subjects covered by it. Subject to clause 9.1, no other representations or terms shall apply or form part of any Contract between the parties.
13.7 Defined terms may appear in various places in this agreement. Regardless of the point in the agreement at which a definition appears, that definition applies throughout the agreement and any relevant Assignment.
13.8 Where this agreement refers to any person, this includes reference to legal as well as natural persons (so, for example, a limited company is a person for the purposes of this agreement).
13.9 No term of this agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this agreement.
13.10 This agreement is governed by English law. Both Fresh Minds and the Client submit to the exclusive jurisdiction of the English courts in relation to any dispute concerning this agreement.

Schedule 1

1. Definitions

1.1 In this agreement the following terms shall have special meanings:
"Accept" means the making of an offer of temporary placement or permanent employment by Customer to a Candidate.
"Assignment" is as defined in clause 2.3.
"Candidate" means an individual who is put forward for a temporary or permanent placement with the Client by Fresh Minds.
"Contract" is as defined in clause 2.5.
"Employment Agency" means an employment agency as defined by the Employment Agencies Act 1973 (as amended) and any related legislation.
"Employment Business" means an employment business as defined by the Employment Agencies Act 1973 (as amended) and any related legislation.
"Engagement" means the employment of the Candidate by the Client or another person on a permanent or temporary basis.
"Introduce" means to effect an Introduction.
"Introduction" means the provision by Fresh Minds to the Client of any details of a Candidate whether in oral or written form, and whether for a temporary or permanent position.
“Introduction Fee” means the fee payable in accordance with clause 3.2 of Schedule 2 below and Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
"Permanent" means a Candidate introduced by Fresh Minds to the Client and engaged by the Client for work for an unspecified period of time or for a fixed term of more than 6 months.
"Permanent Recruitment Services" is as defined in clause 2.2 (b).
"Permanent Recruitment Services Fee" is as defined in Schedule 2.
"Remuneration" means all wages, salary, contractual bonuses, commission, and all other taxable emoluments payable or receivable by the Candidate for services rendered to or on behalf of the Client in their first year of permanent employment (and including any bonus or other inducement paid to the candidate prior to the candidate commencing his or her employment with the Client).
"Services" is as defined in clause 2.1.
"Temporary" means a Candidate introduced by Fresh Minds to the Client and engaged by the Client for temporary work – i.e. work for a period of time of less than six months or for a specified project.
"Temporary Recruitment Services" is as defined in clause 2.2(a).
"Temporary Recruitment Services Fee" is as defined in Schedule 2.
“Transfer Fee” means the fee payable in accordance with clause 3.1 of Schedule 2 below and Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003.

1.2 For the purposes of this agreement, the following terms have the same meaning as in the Data Protection Act 1998:
(a) personal data;
(b) data controller;
(c) data processor;
(d) processing; and
(e) data subject.

2. Interpretation

Schedule 2

Charges for Recruitment Services

1. Charges

1.1 The charges fall into three categories:
(a) the Temporary Recruitment Services Fee;
(b) the Transfer Fee, the Introduction Fee or the charges for the extended period of hire; and
(c) the Permanent Recruitment Services Fee;and the clauses below detail the terms relating to the calculation of each class of charges listed above.
1.2 Refunds or rebates are not payable to the Client, except as set out in this agreement.

2. Temporary Recruitment Services Fee

2.1 The Temporary Recruitment Services Fee is calculated as follows:
(a) the number of hours or days worked by the Temporary based on the hourly or daily rate (whichever is applicable to the Candidate and as set out in the relevant Assignment); and
(b) travelling, hotel or other expenses as agreed and set out in the relevant Assignment.
2.2 The Temporary Recruitment Services Fee shall be invoiced weekly and shall be due from the Client within 10 days of the date of Fresh Minds invoice. Unless an invoice is queried within 7 days of issue then the Client is deemed to have accepted the invoice and payment shall be due as specified.
2.3 If the Client cancels an Assignment after 12 noon of the working day before the date that the Temporary was due to commence working for the Client, the Client shall pay a cancellation fee calculated in accordance with clauses 2.4 and 2.5 of this Schedule 2 within 7 days of its cancellation of the Assignment.
2.4 The cancellation fee is calculated as follows where the placement period is less than 4 weeks:
(a) If the Candidate is employed on an hourly basis, the fee will be the hourly rate (set out in the relevant Assignment) multiplied by sixteen (16);
(b) If the Candidate is employed on a daily basis, the fee will be the daily rate (set out in the relevant Assignment) multiplied by two (2).
2.5 The cancellation fee is calculated as follows where the placement period is for 4 weeks or more:
(a) If the Candidate is employed on an hourly basis, the fee will be the hourly rate (set out in the relevant Assignment) multiplied by forty (40);
(b) If the Candidate is employed on a daily basis, the fee will be the daily rate (set out in the relevant Assignment) multiplied by five (5).

3. Fee on Engagement of Temporary by Client

3.1 Where there has been a supply of a Temporary to the Client in accordance with clause 2.2(a):
(a) in the event of the Engagement by the Client of a Temporary supplied by Fresh Minds either (1) directly or (2) pursuant to being supplied by another employment business, within either:
(i) the duration of the Assignment; or
(ii) 14 weeks from the start of the first Assignment (the first Assignment being each new assignment where there has been a break of more than 42 days (6 weeks) since the end of the previous Assignment); or
(iii) 8 weeks from the day after the last day the Temporary worked on the Assignment;
the Client shall be liable, to either an extended period of hire or a Transfer Fee the length or amount of which is to be agreed between Fresh Minds and the Client before each Assignment or (in the absence of such agreement) determined in accordance with clause 3.1(d) of this Schedule 2.
b) the Client must give Fresh Minds 5 days’ written notice in advance of the Engagement of whether it has elected to take the period of extended hire or to pay the Transfer Fee;
c) if the Client does not give such notice before the Temporary’s Engagement, the parties agree that the Transfer Fee shall be due;
(d) if the parties do not agree a period of extended hire or a Transfer Fee in accordance with 3.1(a) then:
(i) the length of the extended period of hire shall be 10 weeks during which the Client shall pay either the current hourly or daily charge (whichever is applicable to the Candidate and as set out in the relevant Assignment) agreed pursuant to clause 2 of this schedule for each hour or day the Temporary Worker is so employed or supplied; or
(ii) the amount of the Transfer fee shall be calculated in accordance with Rate Card 1 in Schedule 3 (subject to a minimum fee of £3,600).
3.2 Where there has been an Introduction but no supply:
(a) in the event that there is an Introduction of a Temporary to the Client which does not result in the supply of that Temporary by Fresh Minds to the Client, but which leads to an Engagement by the Client of the Temporary either (1) directly or (2) pursuant to being supplied by another employment business within 12 months of the date of the Introduction the Client shall be liable, to either an extended period of hire or an Introduction Fee the length or amount of which is to be agreed between Fresh Minds and the Client before each Assignment or (in the absence of such agreement) determined in accordance with clause 3.2(d) of this Schedule;
(b) the Client must give Fresh Minds 5 days’ written notice in advance of the Engagement of whether it has elected to take the period of extended hire or to pay the Introduction Fee;
(c) if the client does not give such notice before the Temporary’s Engagement the parties agree that the Introduction Fee shall be due;
(d) if the parties do not agree a period of extended hire or an Introduction Fee in accordance with 3.2(a) then:
(i) the length of the extended period of hire shall be 10 weeks during which the Client shall pay either the current hourly or daily charge (whichever is applicable to the Candidate and as set out in the relevant Assignment) agreed pursuant to clause 2.1 of this schedule for each hour or day the Temporary Worker is so employed or supplied; or
(ii) the amount of the Transfer fee shall be calculated in accordance with Rate Card 1 in Schedule 3 (subject to a minimum fee of £3,600).
3.3 Where there has been Introduction to and Engagement by a third party:
(a) in the event that the Temporary supplied to a Client is introduced by the Client to a third party which results in the Engagement of the Temporary by the third party within either:
(i) The duration of the Assignment;
(ii) 14 weeks from the start of the first Assignment (the first Assignment being each new assignment where there has been a break of more than 42 days (6 weeks) since the end of the previous Assignment); or
(iii) 8 weeks from the day after the last day the Temporary worked on the Assignment;
the Client shall be liable to pay a Transfer Fee the amount of which is to be agreed between Fresh Minds and the Client;
(b) if the parties do not agree a Transfer Fee in accordance with 4.3. then the Client will be liable to pay a Transfer Fee calculated as in accordance with the Rate Card 1 in Schedule 3 (subject to a minimum fee of £3,600);
(c) no refund of the Transfer Fee will be paid in the event that the Engagement subsequently terminates;
(d) VAT is payable in addition to any fee due.
3.4 In the event that there is an Introduction of a Temporary to the Client which does not result in the supply of that Temporary by Fresh Minds to the Client, but the Temporary is introduced by the Client to a third party which results in the Engagement of the Temporary by the third party within 6 months from the date of Introduction the Client shall be liable, to an Introduction Fee calculated in accordance with Rate Card 1 in Schedule 3. No refund of the Introduction Fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due.

4. Permanent Recruitment Services Fee

4.1 The Client shall notify Fresh Minds immediately the Client engages Candidate on a permanent basis.
4.2 The Permanent Recruitment Services Fee is calculated as a percentage of the annual Remuneration offered to the Candidate in accordance with the applicable Rate Card in Schedule 3 as specified in the relevant Assignment (subject always to a minimum fee of £3,600):
4.3 The Permanent Recruitment Services Fee shall be due from the Client within 30 days of the date of Fresh Minds invoice.
4.4 Provided that the Client has paid the Permanent Recruitment Services Fee in accordance with clauses 5.1 to 5.3 above, then if:
(a) the Candidate who was the subject of the Permanent Recruitment Services Fee terminates the Engagement voluntarily or is justifiably dismissed for unsatisfactory work or gross misconduct; and
(b) the Client notified Fresh Minds within 14 days of termination in accordance with clause 5.1 (a) above;
then Fresh Minds shall provide the Client with a refund of the Permanent Recruitment Services Fee on a pro-rata basis as follows:

Termination of Engagement (number of days after Engagement) Refund
1-14 days 100% less £750 administration fee
15-28 days 50%
29-35 days 25%
36-70 days 10%

4.5 Where there has been an Introduction but no supply:
(a) in the event that there is an Introduction of a Candidate by Fresh Minds to the Client which does not result in the Engagement of that Candidate, but which leads to an Engagement by the Client of the Candidate either (1) directly or (2) pursuant to being supplied by another employment business within 12 months of the date of the Introduction the Client shall be liable, to either an extended period of hire or an Introduction Fee the length or amount of which is to be agreed between Fresh Minds and the Client before each Engagement in accordance with this Schedule;

Schedule 3

Each individual Assignment will state whether it is on a non-retained basis in which case the relevant fees will be calculated in accordance with Rate Card 1 or on a retained basis in which case the relevant fees will be calculated in accordance with Rate Card 2. If an Assignment does not state whether it is on a non-retained basis or retained basis, Rate Card 1 will apply.
Where the Remuneration is known, the Transfer Fee will be calculated as a percentage of the Remuneration based on the amount of experience of the Candidate as set out in the Rate Card.
Where the Remuneration is not known, the Transfer Fee will be calculated by multiplying the Candidate’s hourly or daily rate (whichever is applicable to the Candidate and as set out in the relevant Assignment) by a set number based on the amount of experience of the Candidate as set out in the Rate Card.

Rate Card 1
Non-retained search fees: Percentage of Remuneration where Remuneration is known
Graduate Recruitment
(entry-level) 22%
Experienced Hire Recruitment (<£50,000 Remuneration) 26%
Experienced Hire Recruitment (>£50,000 Remuneration) 28%

Rate Card 2
Retained search fees: Percentage of Remuneration where Remuneration is known
Graduate Recruitment
(entry-level) 20%
Experienced Hire Recruitment (<£50,000 Remuneration) 25%
Experienced Hire Recruitment (>£50,000 Remuneration) 26%

Schedule 4

Non-solicitation clause

1. The Client shall not during the term of this agreement or for a period of six months after the Termination Date directly or indirectly:
1.1 solicit or endeavour to entice away from Fresh Minds any Restricted Person;
1.2 employ or otherwise engage (save in a junior administrative or secretarial capacity) any Restricted Person.
2. In the event that the Client breaches any provision of clause 1 of this Schedule, the parties agree that a reasonable estimate of the likely loss to Fresh Minds is equivalent to three months' basic salary (or three months' fees in respect of a consultant) of the Restricted Person. The Client therefore agrees that on breach of clause 1 of this Schedule and without prejudice to any other remedy available to Fresh Minds, the Client will pay Fresh Minds a sum equivalent to this amount.
"Restricted Person" means any person who was known to or worked with the Client in connection with the provision of the Services and who
(a) is employed by Fresh Minds or engaged as a consultant to Fresh Minds at the Termination Date;
(b) has at any time in the period of six months prior to the Termination Date been employed by Fresh Minds or engaged as a consultant to Fresh Minds;
in either case otherwise than in a junior administrative or secretarial capacity, in:
(i) research, development or recruitment;
(ii) sales, marketing or distribution including establishing or maintaining relationships or dealings with clients; or
(iii) establishing or maintaining relationships or dealings with suppliers,
save that no person shall be a Restricted Person to the extent that they are a work-seeker to whom Regulation 10 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 applies.
“Termination Date” means the date this agreement terminates for whatever reason.

STANDARD TERMS AND CONDITIONS OF BUSINESS – TEMPORARY WORKERS TRIPARTITE AGREEMENT

1. Definitions and interpretation

1.1 In this agreement and the recitals and schedules the following expressions shall have the following meanings:
"Assignment" means the period during which the Consultancy is supplied to a client or performs services for a client or for the Company;
"Client" means the person firm or corporate body requiring the services of the Consultancy either directly or indirectly through the Company;
"Intellectual Property Rights" means all copyright, patent rights, trade or service marks, design right, rights in or relating to databases, rights in or relating to confidential information and any other intellectual property rights (registered or unregistered) throughout the world; including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements;
"Originated" means (without prejudice to the generality of the word) originated, composed, written, invented, created, generated, discovered, designed, developed, or manufactured whether solely or with others; and
“Services” means the services to be provided by the Consultancy as specified in subclause 4.1.

2. Engagement

The Company agrees to engage the Consultancy and the Consultancy agrees to act as a consultant to the Company on the terms and conditions set out in this agreement.

3. Term

3.1 This agreement shall commence on the Commencement Date and shall continue until terminated by the Company or the Consultancy.
3.2 The Consultancy and the Consultant confirm that:
(a) the Consultant has provided the Company with evidence of the Consultant's identity by way of passport, driving licence or birth certificate; and (b) the Consultant has or will provide copies to the Company of any certificates or registrations with professional bodies which are requested by the Company.
3.3 These terms apply to every Assignment offered to and accepted by the Consultancy. These terms replace any other agreement, arrangement, understanding or other prior course of dealing between the Company and (i) the Consultancy and (ii) the Consultant and constitute the entire agreement between the Company and (i) the Consultancy and (ii) the Consultant.

4. Services

4.1 With effect from the Commencement Date, the Consultancy shall be registered for the possibility of being offered an Assignment. During any Assignment, the Consultancy shall be supplied to a Client or perform services for a Client or for the Company and shall carry out such other services consistent with the Services as may from time to time be assigned to it. The Company is under no obligation to offer work to the Consultancy and the Consultancy is under no obligation to accept any Assignment
offered to it by the Company.
4.2 Neither the Consultancy nor the Consultant will assign or sub-contract the Services to any other person, firm, company or organisation without the prior written consent of the Company.
4.3 The Consultancy shall provide the services through its employee, the Consultant. The Consultancy shall procure that the Consultant, when providing the services, shall devote his full time, knowledge skills and care to the provision of the Services. The Consultant will provide the Services under this agreement personally.
4.4 The Services shall be provided for such hours and at such places as are necessary for the proper performance of the Services. These may vary from time to time and from Assignment to Assignment.
4.5 The Consultancy and the Consultant shall promptly give to the Company or to whomsoever the Company may direct (in writing if so requested) all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the business of the Company.
4.6 The Consultancy and the Consultant shall comply with all reasonable standards of safety, take due regard and comply with the safety regulations of the Company and of any relevant Client and all relevant statutory provisions which may be in force from time to time, and report to the Company any incident which could give rise to any unsafe working conditions or practices.
4.7 Neither the Consultancy nor the Consultant shall at any time either during the term of this agreement or thereafter make or cause or permit to be made any untrue or misleading statement in relation to the provision of the Services or any products or services designed, manufactured, distributed or provided by the Company or by any Client or in relation to any Client.
4.8 Neither the Consultancy nor the Consultant shall at any time either during the term of this agreement or thereafter do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the Company or any Client or its or their officers, employees, consultants or agents.
4.9 At the end of each week of an Assignment (or at the end of an Assignment where an Assignment is for a period of less than one week or is completed before the end of a week), the Consultancy shall deliver to the Company a timesheet duly completed to indicate the number of hours worked by the Consultant during the preceding week.
The Company shall not be obliged to make any payment to the Consultancy unless a timesheet has been submitted to the Company. The Consultant and the Consultancy shall endeavour to arrange for each timesheet to be properly authenticated by the Client. If any timesheet is not properly authenticated, the Consultancy and Consultant shall co-operate in any dispute between the Company and a Client which may arise in
connection with a timesheet.
4.10 The Consultancy shall not be obliged to make the services of the Consultant available to the Company when the Consultant is unable to work due to illness or injury provided that in the event of the Consultant's illness or injury the Consultant or the Consultancy shall advise the Company of such illness or injury no later than 10 am on the day of absence, giving details of the illness or injury and its likely duration and, if required by
the Company, providing a medical certificate.
4.11 The Company will not pay the Consultancy the Fee in respect of any period of holiday or sickness absence of the Consultant.
4.12 If the Consultancy accepts an Assignment which involves the Consultancy through the Consultant working at a workplace of the Client, the Consultancy and the Consultant will:
(a) comply with the Health and Safety policies of the Client when on the Client’s site(s) or under their direction;
(b) not engage in any conduct detrimental to the interest of the Client;
(c) take all reasonable steps to safeguard the Consultant's own safety or the safety of any person who may be affected by his actions at work and comply with any rules or obligations in force at the premises where services are performed to the extent that they are reasonably applicable;
(d) comply with all reasonable instructions or requests made by the Client within the scope of the agreed services;
(e) co-operate with the Client's staff and accept direct supervision and instructions of any person entrusted with that responsibility in the Client's organisation, save that the Consultancy and the Consultant shall always act in the best interest of the Client.

5. Fees

5.1 In consideration of the Consultancy providing the Services in accordance with this agreement, and notwithstanding whether the Company has received payment in respect of the Services from the relevant Client, the Company shall (subject to receipt by the Company of appropriate invoices in accordance with sub-clause 5.2 and appropriate timesheets in accordance with sub-clause 4.9) pay to the Consultancy an hourly fee or flat rate, which may vary from Assignment to Assignment and, unless agreed otherwise, shall be deemed to be inclusive of VAT (the “Fee”).
5.2 The Fee shall accrue from day to day (business days only to be included) during an Assignment and be payable [weekly in arrears]. Payment of the Fee shall only be made by the Company on receipt from the Consultancy of an appropriate invoice for this purpose. Invoices should be marked for the attention of The Finance Department.
5.3 Where the Fee is an hourly rate, the total fee paid to the Consultancy will be the product of the hourly rate and the hours the Consultancy has provided Services to the Client or the Company, as recorded on authenticated timesheets submitted in accordance with clause 4.9.

6. Expenses

The Company will reimburse to the Consultancy all reasonable travelling, hotel, entertainment and other out-of-pocket expenses which the Consultancy or the Consultant reasonably and properly incurs in connection with the provision of the Services provided that such expenses have been agreed in advance and the Company has received a written statement of expenses and relevant receipts.

7. Other Activities

7.1 During the term of this agreement, nothing in this agreement shall prevent the Consultancy or the Consultant from providing services to, or undertaking, any other business or profession or being or becoming an employee, consultant or agent of any other company, firm or person or assisting or having any financial interest in any other business or profession provided that:
(a) such activity does not cause a breach of any of the obligations set out in
clauses 4 and 8; and
(b) neither the Consultancy nor the Consultant shall engage in any such activity if it relates to a business competing or tending to compete with the business of the Company.
7.2 The Consultancy and the Consultant shall immediately disclose to the Company any conflict of interest which arises in relation to the provision of the Services as a result of any present or future appointment, employment or other interest of the Consultancy or the Consultant.

8. Confidential Information and Trade Secrets

8.1 In this agreement “Confidential Information” means any information and/ or data of any kind or nature that is disclosed to the Consultancy or the Consultant by the Company or the Client, whether orally or in writing, and whether before, on or after the date of this agreement, relating to the Company's or the Client’s business operations, which shall include, without limitation, information relating to the Company's or the Client’s products, services, business strategy, marketing strategy, sales, including current activities and future plans, finances, personnel, methods of doing business including pricing, research and development activities, customers, trade secrets, commercial secrets, and computer programs.
8.2 The Consultancy and the Consultant shall not, whether directly or indirectly, use, communicate or reveal, or allow to be used, communicated or revealed to any other person, company, business or other third party, without the prior written consent of the Company, and, where applicable, the consent of the Client, any Confidential Information which the Consultancy or the Consultant may have received or obtained, whether in the performance of the Assignment or thereafter and in whatever capacity. The Consultancy and the Consultant shall hold the Confidential Information in strict
confidence and shall not use the same other than for the purpose of providing Services to the Company and/ or the Client.
8.3 Upon termination of the Assignment for any reason the Consultancy and the Consultant shall deliver up to the Company all documents containing Confidential Information and ensure that all such information stored electronically or in any other form is destroyed promptly.
8.4 This clause shall continue to apply after the termination or suspension of this agreement and between Assignments without limit in point of time but shall cease to apply to information which may come into the public domain otherwise than by breach of this clause or pursuant to an order of a court of competent jurisdiction or other relevant regulatory body and shall not apply to any information which was known to the Consultancy or the Consultant prior to the Consultancy or the Consultant commencing
work for the Company.

9. Inventions and other Intellectual Property

9.1 All Intellectual Property Rights in any works Originated by the Consultancy or the Consultant at any time in the course of the Consultancy's engagement with the Company (whether or not Originated during normal working hours and whether before or after the date of this agreement) ("Company IP") shall belong to and vest in the Company absolutely and the Consultancy and the Consultant hereby assign all
Intellectual Property Rights that they have or may have in the Company IP to the Company absolutely.
9.2 The Consultancy and the Consultant shall each have a non-exclusive licence to use the Company IP solely for the purposes of providing the Services.
9.3 The Consultancy and the Consultant agree at the expense of the Company to execute all documents and do all acts and things as may be required by the Company to vest or to confirm the vesting of the Intellectual Property Rights in the Company in accordance with clause 9.1.
9.4 The Consultancy and the Consultant agree to disclose promptly to the Company full details of any works Originated by the Consultancy or the Consultant throughout the term of this agreement.
9.5 To the extent permitted by law, the Consultancy and the Consultant waive irrevocably and unconditionally any and all moral rights in any part of the world that either the Consultancy or the Consultant has in any materials embodying the Company IP.
9.6 On termination or suspension of this agreement for whatever reason the Consultancy and the Consultant agree immediately to return to the Company all documents, materials or other records (in whatever form) embodying the Company IP or otherwise belonging to the Company and to sign a declaration confirming that each has done so.
9.7 The Consultancy and the Consultant will jointly and severally indemnify the Company against any loss or damage suffered or incurred by the Company as a result of any claim that the use of or possession by the Company of any Company IP infringes the Intellectual Property Rights of any third party.

10. Restrictive Covenants

Definitions
10.1 For the purposes of this clause the following words have the following meanings:
(a) "Counterparty" means any person, firm, company or other entity whatsoever:
(i) who or which had regular dealings with the Company in connection with or arising out of the business of the Company at the Termination Date or at any time in the period of 12 months immediately preceding the Termination Date (and shall include without limitation any person, company, or other entity with whom there was an arrangement for the provision of goods or services to, by, or in conjunction with the Company);
(ii) who or which is a client or customer of the Company at the Termination Date or who or which was a client or customer of the Company at any time in the period of 12 months immediately preceding the Termination Date;
(iii) who or which had regular dealings with a Client in connection with or arising out of the business of the Client at the Termination Date or at any time in the period of 12 months immediately preceding the Termination Date (and shall include without limitation any person, company, or other entity with whom there was an arrangement for the provision of goods or services to, by, or in conjunction with the Client); or
(iv) who or which is a client or customer of a Client at the Termination Date or who or which was a client or customer of a Client at any time in the period of 12 months immediately preceding the Termination Date; and in each case:
(v) with whom or with which the Consultancy and/or the Consultant had material dealings in the course of the Consultancy's engagement; or
(vi) of or about whom the Consultancy and/or the Consultant acquired confidential information or trade secrets or material knowledge or material information in the course of the Consultancy's engagement, at any time in the period of 12 months immediately preceding the Termination Date.
(b) "Restricted Business" means:
(i) the business of the Company including but not limited to research and consultancy services but limited to the activities with which the Consultancy and/or the Consultant was concerned or involved in the course of any Assignment during the 12 month period immediately prior to the Consultancy and/or the Consultant ceasing to be engaged or for which the Consultancy and/or the Consultant has been responsible during such period; or
(ii) the business of a Client to whom the Consultancy has been assigned but limited to the activities with which the Consultancy and/or the Consultant was concerned or involved in the course of any Assignment during the 12 month period immediately prior to the Consultancy and/or the Consultant ceasing to be engaged or for which the Consultancy and/or the Consultant has been responsible during such period.
(c) "Restricted Person" means any person who is employed at the Termination Date or has at any time in the period of 6 months prior to the Termination Date been:
(i) employed by the Company;
(ii) employed by a Client;
(iii) engaged as a consultant to the Company; or
(iv) engaged as a consultant to a Client;
and in each case in a senior Consultant or a senior technical or senior advisory capacity in the Restricted Business and who was known to or worked with the Consultancy or the Consultant during that period.
(d) “Termination Date” means the date this agreement terminates for whatever reason, or, insofar as any covenant relates to a Client, the end of any Assignment with that Client.
10.2 Save as specifically authorised in writing by the Company, neither the Consultancy nor the Consultant shall, either personally in the case of the Consultant or by an agent in the case of the Consultant and the Consultancy, and either on his or its own account or for or in association with any other person, directly or indirectly for a period of 6 months after the Termination Date:
(a) in competition with the Company, accept a permanent position, consultancy, further temporary work or any engagement whether directly or indirectly with a Client other than through the Company;
(b) in competition with the Company, be employed or engaged or otherwise
interested in any Restricted Business;
(c) in competition with a Client, be employed or engaged or otherwise interested in any Restricted Business;
(e) in competition with the Company, in respect of Restricted Business, solicit business from or canvass or entice away or endeavour to solicit business from, or canvass or entice away any Counterparty;
(f) in competition with a Client, in respect of Restricted Business, solicit business from or canvass or entice away or endeavour to solicit business from, or canvass or entice away any Counterparty;
(g) in competition with the Company, in respect of Restricted Business, have any business dealings with any Counterparty;
(h) in competition with a Client, in respect of Restricted Business, have any business dealings with any Counterparty;
(i) solicit or induce or endeavour to solicit or induce any person who, on the Termination Date, was a Restricted Person to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contract; and
(j) solicit or induce or endeavour to solicit or induce any person who, on the Termination Date, was a Restricted Person to cease working for or providing services to a Client, whether or not any such person would thereby commit a breach of contract.
10.3 Nothing in this clause 10 shall prevent the Consultancy or the Consultant from being engaged in or by, or participating in, any business or entity to the extent that any of the Consultancy's or the Consultant's activities for such business or entity shall relate solely to:
(a) geographical locations in which the business or entity does not compete or seek to compete with the Relevant Business; or
(b) matters of a type with which the Consultancy or the Consultant were not
materially concerned in the 12 months immediately preceding the Termination Date.

11. Insurance and Liability

11.1 The Consultancy shall take out and maintain a full and comprehensive insurance policy for negligence in respect of the provision of the Services under this agreement at a level of cover and on terms reasonably acceptable to the Company and shall notify the insurers of the Company’s interest and shall cause such interest to be noted on the policies. The Consultancy shall supply to the Company on request copies of such policies and evidence that premiums on them have been paid.
11.2 The Company accepts no liability on behalf of the Consultancy or the Consultant, including but not limited to liability for fraud, wilful default, negligence, public liability and employers' liability. The Company does not insure against any act or omission of the Consultancy or the Consultant.
11.3 This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultancy will be fully responsible for the payment of all remuneration payable to and any benefits provided for the Consultant under his contract of employment with the Consultancy including any income tax, national insurance and any other form of taxation or social security cost in respect of his remuneration or benefits or the Fee. The Consultancy and the Consultant will indemnify and keep indemnified the Company and each Client for and in respect of any
income tax, value added tax and National Insurance and Social Security contributions and any other liability, loss, damage, cost, expense, deduction, contribution, assessment or claim the Company or Client suffers or incurs as a result of any claims against the Company or Client for such sums and other claims arising out of the Consultant being found to be an employee of the Company or the Client. The Consultancy and the Consultant will further indemnify the Company and each Client
against all reasonable costs and expenses and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any further liability, deduction, contribution, assessment or claim including any claim by any third party other than where such liability, deduction or contribution arising out of the assessment or claim arises out of the Company’s negligence or wilful default.
11.4 The Company may at its option satisfy the indemnity in the above sub-clause without prejudice to such indemnity (in whole or in part) by way of deduction from the fees or expenses to be paid by the Company under this agreement. The Company shall be entitled to deduct from any amounts payable to the Consultancy all amounts so paid or required to be paid by it and, to the extent that any amount of taxes paid or required to be paid by the Consultancy shall exceed the amounts payable by the Company to the
Consultancy, the Consultancy shall indemnify the Company in respect of such liability and shall, upon demand, reimburse the Company such excess.
11.5 The Consultancy shall notify the Inland Revenue of the Consultant's earnings and, on demand, provide details of the tax reference under which they are dealt to the Company.

12. Authority and Relationship of the Parties

12.1 The Consultant is an employee of the Consultancy and at no time will the Consultancy or the Consultant hold the Consultant out as being an employee of the Company or any Client. Nothing in this agreement shall be construed or have effect as construing any relationship of employer and employee between either (i) the Company or (ii) a Client and (iii) the Consultancy or (iv) the Consultant. This agreement is a contract for
services within the meaning of the Conduct Regulations.
12.2 The Consultancy and the Consultant shall not assume, create or incur any liability or obligation on behalf of the Company or any Client (and acknowledges that neither the Consultancy nor the Consultant has the right to do so) save as specifically authorised in writing by the Company.
12.3 The Consultant shall not fulfil any management function at the Company or any Client other than that allotted to him, nor shall he have any authority other than that allotted to him to give the Company’s or any Client's employees any instruction.
12.4 The Consultancy and the Consultant undertake that neither shall, at any time after the termination of this agreement for whatever reason, either personally in the case of the Consultant or by an agent in the case of the Consultancy and the Consultant, directly or indirectly represent himself or itself, and shall procure that any such agent shall not represent itself, as being in any way connected with or interested in the business of the
Company, save as specifically authorised in writing by the Company.

13. Termination

14. Conduct Regulations

The Consultancy and the Consultant shall notify the Company of their agreement to opt out of the Conduct Regulations by executing the Opt Out Notification at Schedule 1 to this agreement.

15. General

15.1 This agreement sets out the entire agreement and understanding between the parties and as from the Commencement Date all other agreements or arrangements between the Company and the Consultancy or between the Company and the Consultant relating to the provision of any services by the Consultancy or the Consultant shall cease to have effect.
15.2 If at any time any term or provision in this agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any rule of law or enactment, such term or provision or part shall to that extent be deemed not to form part of this agreement, but the enforceability of the remainder of this agreement shall not be affected.

16. Law and Jurisdiction

This agreement shall be governed by and construed in accordance with English law and the Company and the Consultancy and the Consultant agree that any dispute arising under this agreement shall be decided in the English Courts which shall have the sole jurisdiction in any such matter.

STANDARD TERMS AND CONDITIONS OF BUSINESS – TEMPORARY WORKERS AGREEMENT

1. Job Duties

The Temporary is to be registered for the possibility of being offered an Assignment as a temporary worker. The nature of the temporary work is such that there will be periods between Assignments when no Assignment is available. No contract of employment shall exist between the Consultant and the Temporary between Assignments save for provisions which are expressly stated to continue after the Termination of the Agreement or between Assignments, which shall survive any termination or suspension of this contract. The Consultant is under no obligation to offer work to the Temporary and the Temporary is under no obligation to accept any Assignment offered to him or her by the Consultant.

These terms below apply to every Assignment offered to and accepted by the Temporary. These terms replace any other agreement, arrangement, understanding or other prior course of dealing between the Consultant and the Temporary and constitute the entire agreement between the Consultant and the Temporary.

If the Temporary does accept an Assignment which involves the Temporary working at a workplace of the Client, he/she will:
(a) be working on a ‘contract of service’ basis, where the Consultant is acting as an Employment Business.
(b) comply with the Health and Safety policies of the Client when on the Client’s site(s) or under their direction;
(c) not engage in any conduct detrimental to the interest of the Client;
(d) take all reasonable steps to safeguard his/her own safety or the safety of any person who may be affected by his/her actions at work and comply with any rules or obligations in force at the premises where services are performed to the extent that they are reasonably applicable;
(e) engage in research, analysis or support work, and comply with all reasonable instructions or requests made by the Client within the scope of the agreed services;
(f) co-operate with the Client's staff and accept direct supervision and instructions of any person entrusted with that responsibility in the Client's organisation, save that the Temporary shall always act in the best interest of the Consultant.
(g) be paid by FreshMinds at a rate agreed in the Assignment, which rate will at all times be greater than the minimum wage required by any statute in force from time to time.

2. Commencement

The Temporary's employment will begin on the sent date of the email accompanying this agreement. There is no other employment which counts towards the Temporary period of continuous employment.

The Temporary confirms that:
(a) he has provided FreshMinds with confirmation of his identity by way of passport, driving licence or birth certificate; and
(b) he has or will provide FreshMinds with copies of any certificates or registrations with professional bodies which are requested by the Company.

3. Hours of Work

Hours of work may vary and will be notified to the Temporary from time to time. The Temporary accepts that by signing this agreement he/she has agreed that Regulation 4(1) of the Working Time Regulations 1998 (that employees should not work more than 48 hours on average over a seven day week) shall not apply unless the Temporary withdraws such agreement by giving the Consultant not less than three months' prior notice in writing.

4. Confidential Information

In this agreement “Confidential Information” means any information and/ or data of any kind or nature that is disclosed to the Temporary by the Consultant or the Client, whether orally or in writing, and whether before, on or after the date of this Agreement, relating to the Consultant or the Client’s business operations, which shall include, without limitation, information relating to the Consultant or the Client’s products, services, business strategy, marketing strategy, sales, including current activities and future plans, finances, personnel, methods of doing business including pricing, research and development activities, customers, trade secrets, commercial secrets, and computer programs.
(a) The Temporary shall not, whether directly or indirectly, use, communicate or reveal, or allow to be used, communicated or revealed to any other person, company, business or other third party, without the prior written consent of the Consultant, and, where applicable, the consent of the Client, any Confidential Information which the Temporary may have received or obtained, whether in the performance of the Assignment or
thereafter and in whatever capacity. The Temporary and the Consultant should hold the Confidential Information in strict confidence and shall not use the same other than for the purpose of providing services to the Consultant and/ or the Client.
(b) Upon termination of the Assignment for any reason the Temporary shall deliver up to the Consultant all documents containing Confidential Information and ensure that all such information stored electronically or in any other form is destroyed promptly.
(c) This Clause shall continue to apply after the termination or suspension of this Agreement and between Assignments without limit in point of time but shall cease to apply to information which may come into the public domain otherwise than by breach of this Clause or pursuant to an order of a court of competent jurisdiction or other relevant regulatory body and shall not apply to any information which was known to the Temporary prior to the Temporary commencing work for the Consultant.

5. Sickness

If the Temporary will be absent from an Assignment due to sickness, the Temporary will inform the Consultant no later than 10.00am on the date of absence so that the Consultant may arrange to provide an alternative temporary worker to the Client. The Temporary will be entitled to statutory sick pay in accordance with regulations from time to time in force.

6. Holiday

(a) The Temporary will receive the minimum entitlement to annual leave, as granted by any statute in force from time to time (currently 24 days including bank holidays), which shall be pro-rated to take into account the length of service provided by the Temporary in the Consultant’s holiday year, which runs from 1 January to 31 December. Where a bank holiday or other public holiday falls during an Assignment and the Temporary does not work on that day, the bank/public holiday shall count as part of the Temporary’s paid holiday. Payment of holiday pay will not affect the Temporary’s status as a temporary worker.
(b) The Temporary must give the Consultant notice of his/her intention to take holiday at least 10 days in advance.
(c) Holiday pay will be paid on an accrual basis and will be calculated on the following formula:
i) Total gross pay over 12 weeks prior to the holiday request divided by 12 to give the average pay per week. Any week in which the Temporary receives no pay is replaced by the week before the 12 weeks when the Temporary was paid, to bring the total to 12. If the Temporary has not worked 12 weeks, the period actually worked should be used to calculate the payment due.
ii) Temporary’s average daily pay for holiday leave purposes = the result of
Clause 6(c)(i) divided by 5.
iii) Holiday pay due = result of Clause 6(c)(ii) x number of days or part days
(d) No untaken annual leave may be carried over to another holiday year and no payment in lieu of untaken holiday will be made, except upon termination.

7. Timesheet

At the end of each week of an Assignment (or at the end of an Assignment where an Assignment is for a period of less than one week or is completed before the end of a week), the Temporary shall deliver to the Consultant his/her timesheet duly completed to indicate the number of hours worked by the Temporary during the proceeding week. Failure to provide a timesheet may result in delay of payment. The Temporary shall endeavour to arrange for each timesheet to be properly authenticated by the Client, if required to do so.

If any timesheet is not properly authenticated, the Temporary shall co-operate in any dispute between the Consultant and the Client which may arise in connection with any timesheet.

8. Termination

The Consultant, acting on its own behalf or on behalf of the Client, may without notice and without liability either for itself or the Client terminate an Assignment at any time prior to or during the course of an Assignment. Where applicable, the Temporary shall be given the minimum notice period required by any statute in force from time to time. The Temporary will give the Consultant one week's written notice if he/she wishes to terminate an Assignment at any time.

If written notice to terminate the employment is given to the Temporary by the Consultant the Consultant may:
(a) require the Temporary to perform such duties as the Consultant determines;
(b) require the Temporary to perform no duties and exclude the Temporary from the premises of the Consultant; and in each case the Consultant shall continue to pay to the Temporary his/her salary and provide all other contractual benefits.

The Consultant reserves the right to terminate the employment with immediate effect and to make a payment representing the Temporary's salary and contractual benefits in lieu of notice to the Temporary.
The Consultant may dismiss the Temporary summarily by written notice without any payment in lieu of notice or otherwise in the event of any serious breach by the Temporary of the terms of his/her employment.
The Temporary agrees to notify the Consultant if they accept a permanent position or further temporary work with a Client. Any plagiarism of work by others shall constitute gross misconduct and render the Temporary liable to be summarily dismissed and liable for any losses suffered by the Company.
Written communications and documentation (including internal and external email) are central to the business of the Consultant and its Clients. The Temporary recognises that inappropriate, offensive or defamatory statements can bring the Consultant into disrepute and potentially lead to legal liabilities on the Temporary, Client and/or Consultant. The Temporary therefore confirms that he/she understands that care and consideration must be used when preparing written communications. Failure to comply with these rules, particularly if communication is found to contain defamatory statements, may result in disciplinary action, up to and including summary dismissal.

Provision of false, incomplete or misleading information by the Temporary on any CV, application form or other information provided to the Consultant is a disciplinary offence and may result in disciplinary action, up to and including summary dismissal and/or the termination of the Temporary's participation in any Assignment - whether current, future or proposed - immediately upon written notice.

9. Intellectual Property

In this agreement "Intellectual Property" means patents, rights in designs, trade marks and service marks (whether registered or unregistered) including any applications for any of the foregoing, copyright, goodwill, database rights, confidential information, know-how, trade and business names and other intellectual or industrial property rights in any part of the
world.

In this agreement "Originated" means (without prejudice to the generality of the word) originated, composed, written, invented, created, generated, discovered, designed, developed, or manufactured whether solely or with others.
(a) Subject to the provisions of the Patents Act 1977 and the Copyright, Designs and Patents Act 1988 all Intellectual Property, Originated by the Temporary at any time in the course of his/her employment with the Consultant (whether or not Originated during normal working hours and whether before or after the date of this agreement) ("Consultant IP") shall belong to and vest in the Consultant absolutely to the fullest
extent permitted by law.
(b) The Temporary agrees at the expense of the Consultant to execute all documents and do all acts and things as may be required by the Consultant to vest or to confirm the vesting of the Intellectual Property in the Consultant in accordance with clause 9(a).
(c) The Temporary agrees to disclose promptly to the Company full details of any Intellectual Property Originated by the Temporary.
(d) To the extent permitted by law, the Temporary waives irrevocably and unconditionally any and all moral rights in any part of the world that the Temporary has in any materials embodying the Consultant IP.
On termination or suspension of this Agreement for whatever reason the Temporary agrees immediately to return all documents, materials or other records (in whatever form) embodying the Consultant IP or otherwise belonging to the Consultant to the Consultant and to sign a declaration confirming that he/she has done so.

10. Remuneration

The Consultant shall pay the Temporary an hourly fee or flat rate, which may vary from Assignment to Assignment. Where pay is hourly, the total fee paid to the Temporary will be the product of the hourly rate and the hours the Temporary has worked for the Client. Lunch and other rest breaks do not comprise part of the hours worked. Payment shall be weekly in arrears subject to legal deductions of National Insurance, PAYE or for any other purpose for which the Consultant is required by law to make deductions. Failure to provide a timesheet may result in delay of payment. Payment to the Temporary will not be conditional on receipt of payment from a client.

11. Pension

The Consultant has a designated stakeholder pension scheme. Information about the scheme can be obtained from their normal contact within the Resourcing Department. There is no contracting-out certificate in force in relation to the employment.

12. Place of Work

The Temporary shall perform his/her duties either at his/her place of residence, at the place of work of the Client, at the Head Office of the Consultant and/or at such other place of business of the Consultant as the Consultant requires within reasonable travelling distance of the Temporary's main residence.

13. Grievance Procedure

It is expected that most grievances may be resolved informally. However, if the Temporary wishes to raise a formal grievance relating to his/her employment s/he should raise it in the first instance in writing with the Head of Resourcing setting out the nature of the grievance. The Head of Resourcing will then invite the Temporary to a hearing to discuss the
grievance. The hearing will be scheduled to allow time for the Company to consider the issues raised. After the meeting, the Company will inform the Temporary of the decision and of his/her right to appeal.

If the grievance is not satisfactorily resolved in this way then the Temporary should appeal the matter in writing with the Managing Director(s). The Managing Director(s) will invite the Temporary to an appeal hearing, following which the Managing Director(s) shall communicate that decision in writing to the Temporary. The decision of the Managing Director(s) shall be final. This policy does not form part of the contract of employment, save and only to the extent expressly required by law. If the Temporary wishes, s/he may be accompanied at either or both hearings by a colleague or trade union official.

14. Disciplinary Procedure

This disciplinary procedure does not form part of the Temporary's contract of employment (save and only to the extent that it may from time to time be required to do so by law). The Company accepts that it is in the interests of good relations with its staff to ensure that there is a fair and proper disciplinary procedure. Any Temporary who departs from normally expected standards or who violates the Company's rules will be liable to disciplinary action. If disciplinary action is to be taken against the Temporary, the following procedure will normally apply. The Temporary will receive a letter setting out the alleged conduct or other circumstances and inviting the Temporary to attend a disciplinary hearing. The hearing will be set at a time and date to allow the Temporary time to consider the allegations against
him/her. At the disciplinary hearing (which the Temporary must take all reasonable steps to attend) the Temporary will be given the opportunity to respond to the issues raised. The decision on the hearing will be notified to the Temporary after the hearing, along with details of the right to appeal. The Temporary will have the right to be accompanied at any disciplinary hearing and subsequent appeal by a colleague or trade union official.

The Company reserves the right to suspend the Temporary on full pay pending investigation where the Company has reasonable grounds to believe that the Temporary's continued employment might be prejudicial to the Company's business or other employees. The Temporary may appeal against any disciplinary action taken to the Managing Director(s). The Temporary will then be invited to attend an appeal hearing (and must take
all reasonable steps to do so). Following any such appeal, the Temporary will be informed of the outcome.

15. Data Protection

The Temporary must not during or after the termination of his/her employment use or disclose to any person (other than in the proper course of his/her employment with the Consultant) any information of a confidential nature relating to the Consultant or to its business or trade secrets.

The Temporary may not make, otherwise than for the benefit of the Consultant, any notes or memoranda relating to any matter within the scope of the business of the Consultant concerning any of its dealings or affairs nor shall the Temporary during the continuance of
his/her employment or at any time after he/she has left the employment of the Consultant use or permit to be used any such notes or memoranda. Any such documents made by the Temporary shall be the property of the Consultant and shall be left at the Consultant's registered office upon the termination of the Temporary's employment with the Consultant and all copyright in such notes or memoranda shall vest in the Consultant.

16 Deductions

For the purposes of the Employment Rights Act 1996 the Temporary consents to the deduction from any sum otherwise payable to the Temporary the value of any claim of whatever nature and in whatever capacity that the Consultant may have against the Temporary, including but not limited to
(a) overpayment of any fees or expenses and any losses suffered by the
Consultant as a result of any negligence or breach of duty by the Temporary; and
(b) a sum equivalent to the Consultant's assessment of its losses should the Temporary fail to perform his duties to an appropriate standard or should the Temporary have given any information on his CV or other application form which is subsequently discovered to be incorrect or incomplete.

17. Duties on Termination

Upon termination of the employment for whatever reason the Temporary shall immediately:
(a) hand over to the Consultant all documents, books, materials, records,
correspondence, papers and information (on whatever media and wherever
located) relating to the business of the Consultant or Client, any magnetic discs on which information relating to the business is stored and any keys, credit cards and other property of the Consultant or Client (including in particular any car provided to the Temporary) which may be in his/her possession, custody, care or control, and shall provide a signed statement that he/she has complied fully with the terms of this clause; and/or
(b) irretrievably delete any information relating to the business of the Consultant or Client stored on any magnetic or optical disc or memory and all matter derived therefrom which is in his/her possession, custody, care or control outside the premises of the Consultant or Client, and shall produce such evidence of compliance with this sub-clause as the Consultant may require.

18. MRS Code of Conduct

The Temporary agrees to adhere at all times to the MRS Code of Conduct. The Temporary agrees that any breach of the MRS Code of Conduct will constitute misconduct.

19. Damages

FreshMinds reserves the right to seek damages in respect to any losses resulting from the Temporary’s breach of contract.”

20. Collective Agreements

There are no collective agreements relative to the Temporary's employment.

21. Jurisdiction

The Law of England and Wales applies to this contract and the Courts of England and Wales have exclusive jurisdiction.

STANDARD TERMS AND CONDITIONS OF BUSINESS – CONTRACTORS TERMS & CONDITIONS

1. Definitions and Interpretation

1.1 In this agreement and the recitals and schedules the following expressions shall have the following meanings:
"Assignment" means the period during which the Consultant is supplied to a client or performs services for a client or for the Company;
"Client" means the person firm or corporate body requiring the services of the Consultant either directly or indirectly through the Company;
"Intellectual Property Rights" means all copyright, patent rights, trade or service marks, design right, rights in or relating to databases, rights in or relating to confidential information and any other intellectual property rights (registered or unregistered) throughout the world; including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements;
"Originated" means (without prejudice to the generality of the word) originated, composed, written, invented, created, generated, discovered, designed, developed or manufactured whether solely or with others
“Services” means the services to be provided by the Consultant as specified in subclause 4.1.

2. Engagement

The Company agrees to engage the Consultant and the Consultant agrees to act as a consultant to the Company on the terms and conditions set out in this agreement.

3. Term

3.1 This agreement shall commence on the Commencement Date and shall continue until terminated by either party.
3.2 The Consultant confirms that:
(a) he has provided the Company with evidence of his identity by way of passport, driving licence or birth certificate; and
(b) he has or will provide copies to the Company of any certificates or registrations with professional bodies which are requested by the Company.
3.3 These terms apply to every Assignment offered to and accepted by the Consultant. These terms replace any other agreement, arrangement, understanding or other prior course of dealing between the Company and the Consultant and constitute the entire agreement between the Company and the Consultant.

4. Services

4.1 With effect from the Commencement Date, the Consultant shall be registered for the possibility of being offered an Assignment. During any Assignment, the Consultant shall be supplied to a Client or perform services for a Client or for the Company and shall carry out such other services consistent with the Services as may from time to time be assigned to him. The Company is under no obligation to offer work to the Consultant and the Consultant is under no obligation to accept any Assignment offered
to him by the Company.
4.2 The Consultant will provide the Services under this agreement personally and will not assign or sub-contract the Services to any other person, firm, company or organisation without the prior written consent of the Company.
4.3 The Services shall be provided for such hours and at such places as are necessary for the proper performance of the Services. These may vary from time to time and from Assignment to Assignment and may incorporate various aspects of business research, analysis and consultancy. The Consultant shall, when providing the Services, devote his full time, knowledge, skill and care to the provision of the Services.
4.4 The Consultant shall promptly give to the Company or to whomsoever the Company may direct (in writing if so requested) all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the business of the Company.
4.5 The Consultant shall comply with all reasonable standards of safety, take due regard and comply with the safety regulations of the Company and of any relevant Client and all relevant statutory provisions which may be in force from time to time, and report to the Company any incident which could give rise to any unsafe working conditions or practices.
4.6 The Consultant shall not at any time either during the term of this agreement or thereafter make or cause or permit to be made any untrue or misleading statement in relation to the provision of the Services or any products or services designed, manufactured, distributed or provided by the Company or by any Client or in relation to any Client.
4.7 The Consultant shall not at any time either during the term of this agreement or thereafter do or say anything which damages or which could reasonably be expected to damage the interests or reputation or the Company or any Client or its or their officers, employees, consultants or agents.
4.8 At the end of each week of an Assignment (or at the end of an Assignment where an Assignment is for a period of less than one week or is completed before the end of a week), the Consultant shall deliver to the Company his timesheet duly completed to indicate the number of hours worked by the Consultant during the preceding week. Failure to complete and submit this timesheet may result in a delay of the payment to
the Consultant. The Consultant shall endeavour to arrange for each timesheet to be properly authenticated by the Client, if required to do so. If any timesheet is not properly authenticated, the Consultant shall co-operate in any dispute between the Company and a Client which may arise in connection with a timesheet.
4.9 The Consultant shall not be obliged to provide the Services when he is unable to work due to illness or injury provided that in the event of the Consultant’s illness or injury he shall advise the Company of such illness or injury no later than 10 am on the day of absence giving details of the illness or injury and its likely duration and, if required by the Company, providing a medical certificate.
4.10 The Company will not pay the Consultant the Fee in respect of any period of holiday or sickness absence of the Consultant.
4.11 If the Consultant does accept an Assignment which involves the Consultant working at a workplace of the Client, he will:
(a) comply with the Health and Safety policies of the Client when on the Client’s site(s) or under their direction;
(b) not engage in any conduct detrimental to the interest of the Client;
(c) take all reasonable steps to safeguard his own safety or the safety of any person who may be affected by his actions at work and comply with any rules or obligations in force at the premises where services are performed to the extent that they are reasonably applicable;
(d) comply with all reasonable instructions or requests made by the Client within the scope of the agreed services;
(e) co-operate with the Client's staff and accept direct supervision and instructions of any person entrusted with that responsibility in the Client's organisation, save that the Consultant shall always act in the best interest of the Client.

5. Fees

5.1 In consideration of the Consultant providing the Services in accordance with this agreement, and notwithstanding whether the Company has received payment in respect of the Services from the relevant Client, the Company shall (subject to receipt by the Company of appropriate invoices in accordance with sub-clause 5.2) pay to the Consultant an hourly fee or flat rate, which may vary from Assignment to Assignment and, unless agreed otherwise, shall be deemed to be inclusive of VAT (the “Fee”).
5.2 The Fee shall accrue from day to day (business days only to be included) during an Assignment and be payable [weekly in arrears]. Payment of the Fee shall only be made by the Company on receipt from the Consultant of an appropriate invoice for this purpose by the Consultant. Invoices should be marked for the attention of The Finance Department.
5.3 Where the Fee is an hourly rate, the total fee paid to the Consultant will be the product of the hourly rate and the hours the Consultant has worked for the Client or the Company. This hourly rate will vary between Assignments but it will at all times be greater than the minimum wage required by any statute in force from time to time.

6. Expenses

The Company will reimburse to the Consultant all reasonable travelling, hotel, entertainment and other out-of-pocket expenses which the Consultant reasonably and properly incurs in connection with the provision of the Services provided that such expenses have been agreed in advance and the Company has received a written statement of expenses and relevant receipts.

7. Other Activities

7.1 During the term of this agreement, nothing in this agreement shall prevent the Consultant from providing his services to, or undertaking, any other business or profession or being or becoming an employee, officer, consultant or agent of any other company, firm or person or assisting or having any financial interest in any other business or profession provided that:
(a) such activity does not cause a breach of any of the obligations set out in
clauses 4 and 8; and
(b) the Consultant shall not engage in any such activity if it relates to a business competing or tending to compete with the business of the Company.
7.2 The Consultant shall immediately disclose to the Company any conflict of interest which arises in relation to the provision of the Services as a result of any present or future appointment, employment or other interest of the Consultant.

8. Confidential Information and Trade Secrets

8.1 In this agreement “Confidential Information” means any information and/ or data of any kind or nature that is disclosed to the Consultant by the Company or the Client, whether orally or in writing, and whether before, on or after the date of this Agreement, relating to the Company's or the Client’s business operations, which shall include, without limitation, information relating to the Company's or the Client’s products, services, business strategy, marketing strategy, sales, including current activities and
future plans, finances, personnel, methods of doing business including pricing, research and development activities, customers, trade secrets, commercial secrets, and computer programs.
8.2 The Consultant shall not, whether directly or indirectly, use, communicate or reveal, or allow to be used, communicated or revealed to any other person, company, business or other third party, without the prior written consent of the Company, and, where applicable, the consent of the Client, any Confidential Information which the Consultant may have received or obtained, whether in the performance of the Assignment or
thereafter and in whatever capacity. The Consultant should hold the Confidential Information in strict confidence and shall not use the same other than for the purpose of providing services to the Company and/ or the Client.
8.3 Upon termination of the Assignment for any reason the Consultant shall deliver up to the Company all documents containing Confidential Information and ensure that all such information stored electronically or in any other form is destroyed promptly.
8.4 This clause shall continue to apply after the termination or suspension of this Agreement and between Assignments without limit in point of time but shall cease to apply to information which may come into the public domain otherwise than by breach of this clause or pursuant to an order of a court of competent jurisdiction or other relevant regulatory body and shall not apply to any information which was known to the Consultant prior to the Consultant commencing work for the Company.

9. Inventions and other Intellectual Property

9.1 All Intellectual Property Rights in any works Originated by the Consultant at any time in the course of his engagement with the Company (whether or not Originated during normal working hours and whether before or after the date of this agreement) ("Company IP") shall belong to and vest in the Company absolutely and the Consultant hereby assigns all Intellectual Property Rights that they have or may have in the Company IP to the Company absolutely.
9.2 The Consultant shall have a non-exclusive licence to use the Company IP solely for the purposes of providing the Services.
9.3 The Consultant agrees at the expense of the Company to execute all documents and do all acts and things as may be required by the Company to vest or to confirm the vesting of the Intellectual Property Rights in the Company in accordance with clause 9.1.
9.4 The Consultant agrees to disclose promptly to the Company full details of any works Originated by the Consultant throughout the term of this agreement.
9.5 To the extent permitted by law, the Consultant waives irrevocably and unconditionally any and all moral rights in any part of the world that the Consultant has in any materials embodying the Company IP.
9.6 On termination or suspension of this Agreement for whatever reason the Consultant agrees immediately to return all documents, materials or other records (in whatever form) embodying the Company IP or otherwise belonging to the Company to the Company and to sign a declaration confirming that he has done so.
9.7 The Consultant will indemnify the Company against any loss or damage suffered or incurred by the Company as a result of any claim that the use of or possession by the Company of any Company IP infringes the Intellectual Property Rights of any third party.

10. Restrictive Covenants

Definitions
10.1 For the purposes of this clause the following words have the following meanings:
(a) "Counterparty" means any person, firm, company or other entity whatsoever:
(i) who or which had regular dealings with the Company in connection with or arising out of the business of the Company at the Termination Date or at any time in the period of 12 months immediately preceding the Termination Date (and shall include without limitation any person, company, or other entity with whom there was an arrangement for the provision of goods or services to, by, or in conjunction with the Company);
(ii) who or which is a client or customer of the Company at the Termination Date or who or which was a client or customer of the Company at any time in the period of 12 months immediately preceding the Termination Date;
(iii) who or which had regular dealings with a Client in connection with or arising out of the business of the Client at the Termination Date or at any time in the period of 12 months immediately preceding the Termination Date (and shall include without limitation any person, company, or other entity with whom there was an arrangement for the provision of goods or services to, by, or in conjunction with the Client); or
(iv) who or which is a client or customer of a Client at the Termination Date or who or which was a client or customer of a Client at any time in the period of 12 months immediately preceding the Termination Date; and in each case:
(v) with whom or with which the Consultant had material dealings in the course of his engagement; or
(vi) of or about whom the Consultant acquired confidential information or trade secrets or material knowledge or material information in the course of his engagement, at any time in the period of 12 months immediately preceding the Termination Date.
(b) "Restricted Business" means:
(i) the business of the Company including but not limited to research and consultancy services but limited to the activities with which the Consultant was concerned or involved in the course of any Assignment during the 12 month period immediately prior to the Consultant ceasing to be engaged or for which the Consultant has been responsible during such period; or
(ii) the business of a Client to whom the Consultant has been assigned but
limited to the activities with which the Consultant was concerned or involved in the course of any Assignment during the 12 month period immediately prior to the Consultant ceasing to be engaged or for which the Consultant has been responsible during such period.
(c) "Restricted Person" means any person who is employed at the Termination Date or has at any time in the period of 6 months prior to the Termination Date been:
(i) employed by the Company;
(ii) employed by a Client;
(iii) engaged as a consultant to the Company; or
(iv) engaged as a consultant to a Client; and in each case in a senior executive or a senior technical or senior advisory capacity in the Restricted Business and who was known to or worked with the Consultant during that period.
(d) “Termination Date” means the date this agreement terminates for whatever reason, or, insofar as any covenant relates to a Client, the end of any Assignment with that Client.
10.2 Save as specifically authorised in writing by the Company, the Consultant shall not either personally or by an agent and either on his own account or for or in association with any other person directly or indirectly for a period of 6 months after the Termination Date:
(a) in competition with the Company, accept a permanent position, consultancy, further temporary work or any engagement whether directly or indirectly with a Client other than through the Company;
(b) in competition with the Company, be employed or engaged or otherwise
interested in any Restricted Business;
(c) in competition with a Client, be employed or engaged or otherwise interested in any Restricted Business;
(e) in competition with the Company, in respect of Restricted Business, solicit business from or canvass or entice away or endeavour to solicit business from, or canvass or entice away any Counterparty;
(f) in competition with a Client, in respect of Restricted Business, solicit business from or canvass or entice away or endeavour to solicit business from, or canvass or entice away any Counterparty;
(g) in competition with the Company, in respect of Restricted Business, have any business dealings with any Counterparty;
(h) in competition with a Client, in respect of Restricted Business, have any
business dealings with any Counterparty;
(i) solicit or induce or endeavour to solicit or induce any person who, on the
Termination Date, was a Restricted Person to cease working for or providing
services to the Company, whether or not any such person would thereby
commit a breach of contract; and
(j) solicit or induce or endeavour to solicit or induce any person who, on the
Termination Date, was a Restricted Person to cease working for or providing services to a Client, whether or not any such person would thereby commit a
breach of contract.
10.3 Nothing in this clause 10 shall prevent the Consultant from being engaged in or by, or participating in, any business or entity to the extent that any of the Consultant's activities for such business or entity shall relate solely to:
(a) geographical locations in which the business or entity does not compete or seek to compete with the Relevant Business; or
(b) matters of a type with which the Consultant was not materially concerned in the 12 months immediately preceding the Termination Date.

11. Insurance and Liability

11.1 The Consultant shall take out and maintain a full and comprehensive insurance policy for negligence in respect of the provision of the Services to the Company under this agreement at a level of cover and on terms reasonably acceptable to the Company and shall notify the insurers of the Company’s interest and shall cause such interest to be noted on the policies. The Consultant shall supply to the Company on request copies of such policies and evidence that premiums on them have been paid.
11.2 The Company accepts no liability on behalf of the Consultant, including but not limited to liability for fraud, wilful default, negligence, public liability and employers' liability. The Company does not insure against any act or omission of the Consultant.
11.3 This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultant will be fully responsible for and will indemnify and keep indemnified the Company and each Client for and in respect of any income tax, value added tax and National Insurance and Social Security contributions and any other liability, loss, damage, cost, expense, deduction, contribution, assessment or claim arising from or made in connection with the performance by the Company of its obligations under this agreement or the performance by the Consultant
of the Services. The Consultant will further indemnify the Company and each Client against all reasonable costs and expenses and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim including any claim by any third party other than where such liability, deduction or contribution arising out of the assessment or claim arises out of the Company’s negligence or wilful default.
11.4 The Company may at its option satisfy the indemnity in the above sub-clause without prejudice to such indemnity (in whole or in part) by way of deduction from the fees or expenses to be paid by the Company under this agreement. The Company shall be entitled to deduct from any amounts payable to the Consultant and all amounts so paid or required to be paid by it and, to the extent that any amount of taxes paid or required to be paid by the Consultant shall exceed the amounts payable by the Company to the Consultant, the Consultant shall indemnify the Company in respect of such liability and shall, upon demand, reimburse the Company such excess.
11.5 The Consultant shall notify the Inland Revenue of his earnings and, on demand, provide details of the tax reference under which they are dealt to the Company.

12. Authority and Relationship of the Parties

12.1 The relationship of the Consultant to the Company will be that of independent contractor and at no time will the Consultant hold himself out as being an employee of the Company or any Client. The Consultant shall not assume, create or incur any liability or obligation on behalf of the Company or any Client (and acknowledges that he has no right to do so) save as specifically authorised in writing by the Company.
12.2 This agreement is a contract for services within the meaning of the Conduct Regulations.
12.3 The Consultant shall not fulfil any management function at the Company or any Client other than that allotted to him, nor shall he have any authority other than that allotted to him to give the Company’s or any Client's employees any instruction.
12.4 The Consultant undertakes that he shall not, at any time after the termination of this agreement for whatever reason, either personally or by an agent, directly or indirectly represent himself, and shall procure that any such agent shall not represent itself, as being in any way connected with or interested in the business of the Company, save as specifically authorised in writing by the Company.

13. Termination

13.1 The Company, acting on its own behalf or on behalf of a Client, may without notice and without liability either for itself or the Client terminate an Assignment and/or this agreement at any time prior to, during the course of or after an Assignment.
13.2 The Consultant will give the Company one week's notice if he wishes to terminate an Assignment or this agreement at any time.
13.3 Clauses 8, 9, 10, 11 and 12 shall survive the termination of the agreement.
13.4 The Consultant agrees not to accept a permanent position, consultancy, further temporary work, or any engagement whether directly or indirectly with a Client other than through the Company without prior notification to the Company of the details of the further engagement.

14. General

14.1 This agreement sets out the entire agreement and understanding between the parties and as from the Commencement Date all other agreements or arrangements between the Company and the Consultant relating to the provision of any services by the Consultant shall cease to have effect.
14.2 If at any time any term or provision in this agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any rule of law or enactment, such term or provision or part shall to that extent be deemed not to form part of this agreement, but the enforceability of the remainder of this agreement shall not be affected.

15. Law and Jurisdiction

This agreement shall be governed by and construed in accordance with English law and the Company and the Consultant agree that any dispute arising under this agreement shall be decided in the English Courts which shall have the sole jurisdiction in any such matter.

FreshMinds

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Standard terms and conditions of business

STANDARD TERMS AND CONDITIONS OF BUSINESS – RESEARCH SERVICES

1. Definitions and interpretation

2. What this agreement is about

3. Services to be provided by Fresh Minds

4. Assistance from the Client

5. Charges

6. Warranties

7. Exclusions and limitations

8. Confidentiality and data protection

9. Term and termination

10. What happens if the agreement is terminated

11. Intellectual Property Rights

12. Other terms

Schedule 1

1. Definitions

2. Interpretation

Schedule 2

Non-solicitation clause

STANDARD TERMS AND CONDITIONS OF BUSINESS – RECRUITMENT SERVICES

1. Definitions and interpretation

2. What this agreement is about

3. Services to be provided by Fresh Minds

4. Temporary Recruitment Services

5. Permanent Recruitment Services

6. Assistance from the Client

7. Charges

8. Warranties

9. Exclusions and limitations

10. Confidentiality and data protection

11. Term and termination

12. What happens if the agreement is terminated

13. Other terms

Schedule 1

1. Definitions

2. Interpretation

Schedule 2

Charges for Recruitment Services

1. Charges

2. Temporary Recruitment Services Fee

3. Fee on Engagement of Temporary by Client

4. Permanent Recruitment Services Fee

Schedule 3

Schedule 4

Non-solicitation clause

STANDARD TERMS AND CONDITIONS OF BUSINESS – TEMPORARY WORKERS TRIPARTITE AGREEMENT

1. Definitions and interpretation

2. Engagement

3. Term

4. Services

5. Fees

6. Expenses

7. Other Activities

8. Confidential Information and Trade Secrets

9. Inventions and other Intellectual Property

10. Restrictive Covenants

11. Insurance and Liability

12. Authority and Relationship of the Parties

13. Termination

14. Conduct Regulations

15. General

16. Law and Jurisdiction

STANDARD TERMS AND CONDITIONS OF BUSINESS – TEMPORARY WORKERS AGREEMENT

1. Job Duties

2. Commencement

3. Hours of Work

4. Confidential Information

5. Sickness

6. Holiday

7. Timesheet

8. Termination

9. Intellectual Property

10. Remuneration

11. Pension

12. Place of Work

13. Grievance Procedure

14. Disciplinary Procedure

15. Data Protection