1. These Terms and Conditions of Business shall govern the legally binding contract between the parties.

2. The Terms and Conditions of Business are between Hyde Park International LTD or any of its divisions (hereinafter called "the Company") and the client or employer (hereinafter called "the Client") and shall be treated as having been accepted by the Client if accepted in writing or by virtue of an interview or engagement of a candidate introduced by the Company (the term "engagement" includes the offer of employment accepted by a candidate or the actual employment of a candidate). The term "staff," "candidate," or "employee" hereinafter means person(s) introduced by the Company.

3, The Client agrees to pay the COMPANY'S FEE WITHIN FOURTEEN DAYS of invoice date (UK placements) or, in the case of overseas placements, within twenty one days, or before the staff leave the United Kingdom, whichever is the sooner.

4. The fee is for the introduction of staff to whom the Client chooses to offer employment, and which offer of employment is accepted. The Company does not employ the staff introduced. The Client is responsible for the deduction of appropriate taxes and National Insurance contributions. If an engagement is terminated because the Client fails to comply with tax legislation and N.I.C., no refunds, credit or replacement of staff will be granted. The fee does not include any salary payable to the employee.

5. The fee charged for the introduction of any employee is applicable to one engagement only. If the Client should re-engage a staff member (whether on a permanent or temporary engagement) within twelve months of termination of employment, a further fee will be charged, and the Company must be notified immediately of any such arrangement.

6. Clients engaging the services of staff, even should such staff be considered by the Client to be unsatisfactory, will be liable for the fee in full for the period the staff are retained.

7. Any details about a prospective candidate or employee supplied by the Company to the Client are confidential as between the Company and the Client. Should the Client pass details concerning a prospective candidate or employee (who was originally introduced by the Company) to other prospective employers, the Client will be liable for a fee, calculated in accordance with these Terms and Conditions should an engagement (whether temporary or permanent) result.

8. (a) The Company will make all reasonable efforts to ensure that the candidates introduced have a high standard of integrity and reliability, and that they meet the Client's requirements as notified to the Company, but it is the Client's responsibility to satisfy him/herself with regard to the suitability of any candidates for any position.
(b) Neither the Company nor any of its staff shall be liable to the Client for any loss, injury, damage, expense, or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with any such introduction or Engagement and, in particular, but without limitation to the foregoing, any such loss, injury damage, expense or delay arising from or in any way connected with:
(i) failure of the candidate to meet the requirements of the Client for all or any of the purposes for which he is required by the Client;
(ii) any act or omission of a candidate, whether willful, negligent, fraudulent, dishonest, reckless or otherwise;
(iii) any loss, injury, damage, expense or delay incurred or suffered by a candidate;
PROVIDED THAT nothing in this clause 8 shall be construed as purporting to exclude or restrict liability in respect of any statutory liability which is prohibited by law
(c) In consideration of the Company entering into an agreement with the Client into which these Terms are incorporated, the Client hereby undertakes to indemnify the Company in respect of any and all liability of the Company for:
(i) any loss, injury expense or delay suffered or incurred by a Candidate, howsoever caused; and
(ii) any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Candidate, whether willful, negligent, fraudulent, dishonest, reckless or otherwise,
PROVIDED THAT this indemnity is given only in respect of any such loss, injury damage, expense or delay caused during or arising directly or indirectly out of or in any way connected with an engagement.
(d) The Client acknowledges that the limitations and exclusions of the obligations and liabilities of the Company set out herein are reasonable and reflected in the fee payable to the Company hereunder and shall accept risk and/or insure accordingly.
(e) The final decision to engage a candidate is the responsibility of the Client only. The Company does not give any warranty concerning the history, character, age, capability, medical fitness, availability or suitability of any candidate introduced by the Company It is acknowledged that although the Company may take up references in respect of an applicant it is for the Client to decide what reliance can be placed there on and to check the validity of the qualifications to ensure that the candidate meets its requirements.
(f) The attention of the Clients is drawn to the Rehabilitation of Offenders Act 1974 which relieves persons of any obligation to disclose details of some convictions for criminal offences.

9. If a client should cancel the services of any category of staff after agreeing to employ him her (either verbally or in writing) and before commencement of duties, half the full fee or £150.00 (whichever is greater) will be charged.

10. The Client agrees to notify the Company immediately a candidate has been offered employment (either verbally or in writing) and the candidate has subsequently accepted the offer (either verbally or in writing). There is a confirmation of employment form enclosed for this purpose.

11. It is customary but not obligatory for the Client to reimburse candidates' reasonable travel expenses to the interview.

12. Specific advertising placed only at the Client's request will be charged at cost. Written confirmation from the Client will be required prior to booking an advertisement placed on behalf of the Client.

13. Registration Form
(a) It is the Client's responsibility to make any necessary amendments to the registration form enclosed herewith. No Verbal alterations can be accepted by the Company If the Client wishes to amend any details regarding the job specification, such amendment/s will be accepted by the Company only if made in writing and received by the Company prior to an offer of employment by the Client to staff.
(b) There is a deposit of £25.00 on each new vacancy registered with the Company in the United Kingdom. This fee will be automatically debited from the Client's credit or charge card. If the Client does not have a card which is accepted by the Company, the Client agrees to send a cheque for £25.00 drawn on a bank account within the United Kingdom, made out to Hyde Park International LTD.
(c) The £25.00 deposit will be deducted from the final fee total when the Client engages a member of staff.
(d) If the Client withdraws the vacancy prior to employing staff, the deposit will be retained by the Company to cover administration costs.
(e) The Client agrees that no candidate/s can be introduced or interviewed until the Company is in receipt of the Client's completed and signed registration form.

14. Facsimile and Telephone Calls and Email
(a) The Company's facsimile machine is in operation 24 hours every day of the year to help those Clients outside the British Time Zone who may prefer to communicate with the company at their convenience. The number for the Company's facsimile is +44 1962 735700.
(b) The Company's Email address is info@hyde-park-int.co.uk
In appropriate circumstances the Company will use emails for communication with its clients, however the Client should be aware that email is not a confidential method of communication and its use is at the Client's risk and the Company will not be responsible for any breach of confidence or security occasioned by reason of its use of email.

I5.(a) All the Company's correspondence is sent by first class Royal Mail (or air mail outside the United Kingdom) free of charge.
(b) Special 24 hour courier services or express delivery requested by the Client will be charged at cost.

FEES
16.(a) The Company's commission fee is for professional services in connection with the introduction of candidates, and subject only to clause 7 above is only charged if the Client subsequently chooses to offer employment (either verbally or in writing) to a candidate, and which offer of employment is accepted by the candidate (either verbally or in writing).
(b) In the case of re-engagement of any staff member within 12 months of the termination of the employment, as per Clause 5 above or the extension of the placement of temporary staff beyond the booking period, a further fee will be charged as if the re-engagement were the first introduction by the Company.
(c) Should the Company cancel an engagement (otherwisethan by reason of any breach of these Terms and Conditions by the Client) the commission fee will be repaid in full to the Client.

BRITISH RATES
17. Permanent Staff
On placements following instructions to introduce PERMANENT staff (i.e. those offered a position for a period of twelve months or over), fees are calculated as a percentage of the staffs first year's gross salary offered by the Client (gross salary includes all emoluments and perquisites).
(a) NANNIES: 10% + VAT
(b) ALL OTHER PERMANENT STAFF TYPES: (including Nanny/Housekeepers) 12% + VAT

18. Temporary Staff
On placements following instructions for staff to be engaged for a specific period under twelve months, fees are as follows:
(a) ALL STAFF TYPES (EXCEPT MATERNITY NURSES): £65.00 for the first work or part thereof + VAT and £60.00 per week or part thereof + VAT thereafter.
(b) MATERNITY NURSES: £75.00 per week for the first four weeks or part thereof + VAT and £65.00 per week or part thereof + VAT thereafter.
(c) Please note: Invoices for temporary placements will include fees for the entire duration of the booking period, and cannot be settled on a week-by-week basis. In the event that a placement extends beyond the booking period, a further invoice will be rendered to cover the fee for such extended period.

OVERSEAS RATES
19. Permanent Staff
On placements following instructions for PERMANENT staff (i.e. those offered a position for a period of twelve months or over), fees are calculated as a percentage of the staff s first year's gross salary offered by the Client (Gross salary includes all emoluments and perquisites).

ALL PERMANENT STAFF TYPES:
(a) EUROPE BASED: 18% + VAT*
(b) OUTSIDE EUROPE: 20%
(c) *VAT is charged on all placements to private individuals based in EEC countries. Businesses outside the United Kingdom but within the EEC and individuals and businesses outside the EEC are exempt.

20. Temporary Staff
On placements following instructions for staff to be engaged for a specific period under twelve months, fees are as follows:
(a) ALL STAFF TYPES (EXCEPT MATERNITY NURSES): £75.00 for the first week or part thereof + VAT and £70.00 per week or part thereof + VAT thereafter.
(b) MATERNITY NURSES: £85.00 per week for the first four weeks or part thereof + VAT and £75.00 per week or part thereof + VAT thereafter.
(c) *VAT is charged on all placements to private individuals based in EEC countries. Businesses outside the United Kingdom but within the EEC and individuals and businesses outside the EEC are exempt.
(d) Please note: Invoices for temporary placements will include fees for the entire duration of the booking period, and cannot be settled on a week-by-week basis. In the event that a placement extends beyond the booking period, a further invoice will be rendered to cover the fee for such extended period.

IMPORTANT NOTES ON ALL TEMPORARY BOOKINGS
21. The Client agrees to notify the Company immediately and to pay the appropriate fee if:
(a) The staff remain in the Clients employment in any capacity, paid or unpaid, for a longer period than originally booked.
(b) The staff are re-engaged in any capacity, paid or unpaid, within twelve months From termination date of the original booking.

WHEN THE FEE IS DUE
22. As the Company's main function is to introduce a candidate whom the Client wishes to employ, the Company's primary function is complete when the successful candidate accepts the position offered by the Client. Therefore, fees are due immediately upon acceptance of an offer of employment (i.e when the candidate has formally accepted the position offered by the Client either verbally or in writing) and not on the date that the member of staff commences or is due to commence his her duties.

METHODS OF PAYMENT
23.(a) United Kingdom: Either by cheque made payable to Hyde Park International LTD or by major credit or charge card. Payment terms: Ten days from date of invoice. (United Kingdom)
(b) Overseas: There are four alternative methods for settling accounts on placements abroad:
Method 1: By major credit or charge card
Method 2: By sterling draft drawn on a London clearing bank.
Method 3: By sterling cheque drawn on a bank within Great Britain.
Method 4: By express international money transfer (in sterling) or S.W.I.F.T. Transfer direct to: Lloyds Bank PLC, 49 High Street, Winchester, Hampshire, S023 9EH Account Name: Hyde Park International Ltd Account Number: 2174167 Sorting Code: 30-99-71
(c) Accounts must be settled in full, prior to staff leaving the United Kingdom, or within 20 days of invoice, whichever is the sooner.
(d) Any account which remains unpaid upon the staffs departure date will result in the staffs departure being cancelled until all monies due to the Company are paid. Air fares and travelling expenses incurred as a result of non-settlement of the Company's account are payable by the Client.
(e) Interest will be charged on overdue accounts at 4% over Lloyds Bank base rate.

FARES AND TRAVEL EXPENSES ON OVERSEAS PLACEMENTS
24. Air fares or any travel expenses incurred by staff to the place of employment will be paid by the Client in all cases and are not the responsibility of the Company.

25. At the Client's request, the Company will arrange the staffs air travel at the most competitive prices reasonably available. No charge is made for this service. Fares will be invoiced to the Client at cost.

26. The Client is responsible for the staff's outgoing fares to the place of employment. If the staff remain in the Client's employment for over six months, the return fare is also to be borne by the Client.

27. If a member of staff terminates his her employment within six months of commencement of his her duties, the staff must bear the cost of the return ticket unless the reason for termination of employment is due to the Client not adhering strictly to the agreed terms of employment, in which case the Client will be responsible for the return fare. This applies to permanent placements only.

28. In the case of temporary placement, the Client is responsible for both outgoing and return fares.

29. If the Client wishes to purchase the appropriate tickets, they must not be sent directly to the staff, but must be deposited with the Company Under no circumstance must any monies for tickets be sent to staff.

30. If a member of staff fails to take up his/her duties, or is prevented by the Client or by circumstances outside his/her control from so doing, the Company is not responsible for the fares under any circumstances.

WORK PERMITS
31.(a) It is the responsibility of the Client and not the Company to obtain a work permit (wherever required) for staff.
(b) It is the Client's responsibility to obtain independent professional legal advice on correct immigration requirements.
(c) If staff are refused entry by a country's immigration authorities, or are not permitted to remain in that country because the Client has failed to arrange a valid work permit for the full duration of their proposed employment, it is not the Company's responsibility, and no refund or credit will be given. Therefore it is strongly recommended that the Client take legal advice regarding work permits prior to offering employment to staff.

REFERENCE FOR THE CLIENT ON PLACEMENTS OUTSIDE THE UNITED KINGDOM
32. The Conduct of Employment Agencies and Employment Business Regulations 1976, brought in by the Employment Agencies Act 1973 states that:
" an agent shall not arrange for the employment of a worker at a place outside the UK with an employer who has no establishment in the UK unless he has obtained a written statement through the services of a lawyer on the list of the British Consul or from some other trustworthy person that, in the opinion of the person giving the statement, the proposed employment will not be detrimental to the interests of the worker, and such a statement shall be kept by the agent readily available for inspection at the premises for a period not less than one year from the date of the employment."

GUARANTEE
33.(a) On permanent placements (original bookings of twelve months or over) each member of staff will have a two month trial period. During this time, if the placement should prove unsatisfactory on either side (ie Client or Candidate) and the contract of employment comes to an end during that period the Company will issue a credit note for the bull fee minus an administration fee of £150 per member of staff, valid for five years from the date of issue, to offset against a new member of staff From any of the Company's two divisions.
(b) This guarantee is valid only if the Client has adhered to the Company's Terms and Conditions of Business.

34. A full cash refund. will be issued by return if the staff should retract the agreement to take up employment before the commencement of duties after an introduction fee has been paid by the Client to the Company, subject to clause 31(c).

35. If the staff should, following the commencement of employment, leave because the conditions of employment were misrepresented by the Client, the full fee will be charged in all cases and no credit will be granted.

36. If a temporary member of staff works for a shorter length of time than originally arranged, a credit note will be issued in respect of each week not worked by the staff, which may be used against any subsequent fees incurred by the Client. No cash refund will be made if the credit note is not used.

37. Written Confirmation of Termination of Employment: If staff introduced by the Company terminate their employment within their two month trial period, the Client agrees to confirm the date and reason for termination within seven days (U.K. placement) or ten days (Overseas placements) in writing on the relevant form enclosed herewith.

38. Clause 13(e), 33(a) will not apply in the circumstances where a member of staff has been supplied to the Client, payment for which was met by the Client with a credit note issued pursuant to clauses 33 and 36 except (and only to the extent of) any additional payment made by the Client over and above the amount of the credit note. In the event that the member of staff fails to take up employment with the Client, in the circumstances envisaged by clause 34, and to the extent that the Client has paid an introduction fee for that member of staff using a credit note a Further credit note will be issued by the company, valid for 5 years from the original date of issue. Any cash payment made by the Client in respect of that engagement, over and above the amount of the credit note, will be refunded in full to the Client.

39. Please note: No refund, credit or replacement of staff will be given if the Client fails to adhere to these Terms and Conditions of Business or to settle the Company's account within the payment terms (see clause 3)

40. No variation can be made to these Terms and Conditions of Business without the written consent of the Company.

41. These terms and conditions shall be governed by English Law and the parties consent to the exclusive jurisdiction of the English courts in all matters regarding them.

Copyright Hyde Park International LTD 2000

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