These are the standard terms and conditions upon which Broster Buchanan Limited supplies its services as an employment agency and/or employment business for Clients.

Where a Client requires the services of Broster Buchanan Limited (“Broster Buchanan”), from time to time, to assist in the seeking suitable employment positions for Candidates, these terms and conditions shall apply unless otherwise agreed in writing by Broster Buchanan.

Definitions
The following words and phrases shall, unless the context otherwise requires, have the following meanings:
Alternative Hire Period means the period agreed within the Temporary Worker Schedule.
Assignment means work performed by a Temporary Worker for the Client or a Group
Company for a period of time during which the Temporary Worker is supplied by Broster Buchanan or a BB Group Company to work temporarily for and under the supervision and direction of the Client and/or Group Company.
AWR means the Agency Worker Regulations 2010 (as amended).
BB Employee means an employee or consultant of Broster Buchanan or a BB Group Company.
BB Group Company means Broster Buchanan and any of its Subsidiaries from time to time.
Calendar Week means any period of seven days starting on a Sunday and ending on the
following Saturday which counts towards the Qualifying Period.
Cancellation Fee means the cancellation Fee which shall be payable in accordance with clause 37(d).
Candidate means the person Introduced by a BB Group Company to a Client including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or employee of the Candidate if the Candidate if a limited liability partnership and, where the context admits, an employee of a BB Group Company.

Charge means the charge payable by the Client in accordance with these terms and conditions for an Assignment of each Temporary Worker and shall become due on the day that the Temporary Worker accepts the Engagement, commences work or enters into an express or implied contract of employment or contract for services or other relevant contract.
The Client agrees to notify Broster Buchanan forthwith upon the Assignment or Engagement by the Client of a Temporary Worker introduced by Broster Buchanan and if so requested by Broster Buchanan,
will provide copies of all items of such Assignment or Engagement. If the Client fails to provide this information on request, then Broster Buchanan shall, at its discretion calculate the Charge based on the Gross Remuneration of other Temporary Workers in a similar role. In the event that more than one Temporary Worker is engaged by the Client, then the Client shall pay the Charge in respect of each Temporary Worker. In relation to an ongoing charge, the rate of charge is the “Charge Rate”.
Client means the hirer or engager of the Candidate or potential hirer or engager of the Candidate under an Engagement or following an Introduction as the case may be.
Completion Fee means the completion Fee which shall be payable in accordance with clause 37(c).
Conduct Regulations means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended)
Curriculum Vitae means a document detailing the qualifications, experience and other relevant information about a Candidate.
Data Controller means (i) “data controller” in the Data Protection Act 1998 in respect of undertaken on or before 24 May 2018 and (b) “controller” in accordance with the General Data Protection Regulation (EU) 2016/679 in respect of processing undertaken on or after 25 May 2018.
Data Protection Legislation means all applicable laws and regulations, as amended or updated from time to time, in the United Kingdom relating to data protection, the processing of personal data and privacy, including without limitation (a) the Data Protection Act 1998; (b) the General Data Protection Regulation
(EU) 2016/679; (c) the Privacy and Electronics Communications (EC Directive) Regulations 2003 (as amended); (d) any legislation which replaces the UK law on the General Data Protection Regulation (EU)
2016/679 and any other law relating to data protection, the processing of personal data and privacy resulting from the UK leaving the European Union.
End User means the company or other person with whom the Client has an agreement and who is the recipient of the services provided by a Temporary Worker or Limited Company Contractor as the case may be.
Engagement means the engagement, employment or use of a person by the Client or any Group Company, whether on a permanent, fixed term, temporary, interim or other basis (and where with or without the knowledge of consent of a BB Group Company), where the person agrees to enter into or enters into a contract of service, contract for services or under an agency, licence, franchise or partnership agreement or otherwise directly with the Client or a Group Company or through any other engagement
directly or through a limited company of which the Candidate is an officer or employee or through a limited liability partnership of which the Candidate is a member or employee or indirectly through another
company and “Engaged” and “Engages” shall be construed accordingly. Fee means the fee payable by the Client in accordance with the Terms for the Engagement of each Candidate and shall be due on the date that the Candidate accepts the Engagement, commences work or enters into an
express or implied contract of employment or contract for services or other relevant contract. If, after acceptance of an offer of Engagement but prior to the Candidate commencing work, the Client decides for any reason, which is outside the control of a BB Group Company, not to proceeds with the Engagement, it shall be liable to pay Broster Buchanan the applicable Fee. The Client agrees to notify Broster Buchanan forthwith upon the Engagement by the Client of a Candidate and provide copies of all items of such Engagement. If the Client fails to provide this information, then Broster Buchanan shall, at its discretion, calculate the Fee based on the Gross Remuneration of other Candidates in a similar role. In the event
that more than one Candidate is engaged by the Client, then the Client shall pay the Fee in respect of each Candidate.
File Search means a search which is not a Retained Assignment
File Search Fee means a Fee for a File Search.
Fixed Term Contract Fee means the Fee for the Engagement for a fixed duration.
GR1 means the Gross Remuneration up to Level One.
GR2 means the Gross Remuneration between Level One and Level Two.
GR3 means the Gross Remuneration above Level Two.
Gross Remuneration means the Candidate’s first year full time equivalent gross remuneration which shall in all cases include (without limitation) salary or Fees (including any guaranteed or non-guaranteed amounts), benefits, commissions, bonuses, overseas premia or allowances, relocation and/or living
allowances, accommodation allowances, profit share, sign-on Fees and any other financial emoluments that have been provided to act as an incentive to the Candidate to join the Client or Group Company on any
basis. The provision of a car is valued at £9,000 additional remuneration. Group Company means the Client’s Holding Company or Companies and any of the Subsidiaries of the Company or of any such Holding Company or Companies of the Company from time to time.
Holding Company is as defined in Section 1159 of the UK Companies Act 2006
Initial Retainer Fee means the initial Retainer Fee which shall be payable immediately upon commencement of the Engagement in accordance with clause 37(a).
Introduction means the passing of a curriculum vitae or other information about the Candidate or the interview of a Candidate in person or by telephone or otherwise and the time of the Introduction will be taken to be the earlier of such and “Introduced” and “Introduces” shall be construed accordingly
and it does not matter for this purpose whether or not the Client knows the Candidate previously.
Introduction Fee means Fees payable following any Introduction hereunder.
Key Information Document means a key information document to be provided to the Candidate,
Temporary Worker, Limited Company Contractor and/or Representative
as the case may be.

Last Introduced Date means the later of the following dates:
(a) twelve months from the last date on which the Candidate was last
Introduced or reintroduced by a BB Group Company to a Client or
a Group Company as the case may be;
(b) twelve months from the last date on which the Candidate was interviewed by a Client or a Group Company as the case may be;
(c) the last date that the Candidate worked for the Client or a Group Company.
Level One means £29,999 per annum in the case of a permanent Engagement or Assignment.
Level Two means £74,999 per annum in the case of a permanent Engagement or Assignment.
Limited Company Contractor means the person, firm or corporate body introduced to the Client by
Broster Buchanan or a BB Group Company to carry out an Assignment (and save where otherwise indicated includes the Representative).
Off-Payroll means Chapter 10 Part 2 of the Income Tax (Earnings and Pensions) Act 2003.
Pay means any sums payable to a Temporary Worker in connection with the Temporary Worker’s Assignment including basic gross salary, any fee, bonus attributable to individual performance, commission, paid holiday entitlement including statutory paid holiday and any additional
contractual paid holiday entitlement, vouchers with a cash value,
overtime, dangerous or difficult or other shift premium and any other
emolument referable to the Assignment but excluding any payments
within Regulation 6(3) of the AWR.
Personal Data means, as set out in, and will be interpreted in accordance with, the Data
Protection Legislation.
Personal Data Breach means the accidental or unlawful destruction, loss, alteration,
unauthorised disclosure of, or access to Personal Data transmitted, stored
or otherwise Processed in connection with these terms which relates to
any Candidate.
Process means as set out in, and will be interpreted in accordance with, the Data
Protection Legislation and “Processed” and “Processing” will be construed
accordingly.
Qualifying Period means 12 continuous (as defined by Regulation 7 of the AWR) Calendar
Weeks during which the whole or part of which the Temporary Worker is
supplied to work for and under the direction and control of the Client and/or Group Company in the same role by Broster Buchanan or other temporary work agency (as defined by Regulation 4 of the AWR).
Quarantine Period means the relevant period as set out within regulation 10(5) of the
Conduct Regulations, or the period stated within the Temporary Worker
Schedule where the Temporary Worker has Opted-Out of the Conduct Regulations.
Registration Schedule means the registration schedule completed by the Temporary Worker.
Relevant Period means the later of the period of (a) 8 weeks after the last day of the
Assignment or (b) 14 weeks from the start of the first Assignment (with
each new Assignment where there has been a break of more than 6 weeks
since the end of the previous Assignment shall be considered the first Assignment for these purposes.
Representative means any officer or employee of the Limited Company Contractor
supplied to provide the Limited Company Contractor’s services
Retained Assignment means a specific Engagement in respect of which a BB Group Company has
been retained.
Retained Assignment Fee means a Fee for a Retained Assignment.
Shortlist Fee means the shortlist Fee which shall be payable in accordance with clause
37(b).
Subsidiary is as defined in Section 1159 of the Companies Act 2006.
Temporary Worker means the worker supplied by Broster Buchanan of a BB Group Company
to provide services to the Client and/or any Group Company under the direct control, supervision or direction of the Client and/or Group Company as applicable.
Temporary Worker Schedule means the schedule provided by Broster Buchanan to the Client
confirming details relating to the Assignment and may, at the discretion of Broster Buchanan, be constituted by the Key Information Document.
Terms means Terms and Conditions as attached.
Transfer Fee means the Fee set out in the Temporary Worker’s Schedule.
Valid Opt Out means written notification from a Limited Company Contractor and the
individual Temporary Worker in accordance with Regulation 32(9) of the Conduct Regulations.
Variation Agreement means any amendments to any applicable Terms which must be in writing
and signed by an authorized representative of a BB Group Company.

Terms applicable to all Engagements
1. Broster Buchanan enters these Terms on its behalf and on behalf of each BB Group Company – all of whom as able to enforce such as if they were a direct party to the Terms and/or any contract. These Terms
constitute the entire agreement between Broster Buchanan and the Client in relation to the subject matter
hereof.
2. The Terms are deemed to be accepted by the Client and to apply on the earlier of (a) an Introduction; (b)
an agreed Assignment and/or Engagement by the Client of a Candidate; (c) the passing of information about
a Candidate to any third party, (d) the Client’s interview or request to interview a Candidate or any other
expressed acceptance of the Terms. Where Broster Buchanan isretained by the Client or a Group Company
for a Retained Assignment, Broster Buchanan’s terms and conditions shall apply upon the acceptance by
Broster Buchanan of the Retained Engagement.
3. The Client agrees to immediately in writing notify Broster Buchanan of any Candidates that it wishes to be specifically excluded from the recruitmentprocess but otherwise such shall be deemed included.
4. The Terms apply whether or not the Candidate is Engaged by the Client for the same type of work as put
forward by a BB Group Company.
5. All and any business undertaken by Broster Buchanan and or any BB Group Company istransacted subject to these Terms unless otherwise agreed by Broster Buchanan in writing via a Variation Agreement. Where Broster Buchanan and the Client have entered into a Variation Agreement and the Client or a Group
Company breaches any of the terms and conditions of the Variation Agreement then Broster Buchanan
may unilaterally revert to these Terms.
6. In the event of any conflict between these Terms and any other terms and conditions, the former shall
prevail unless otherwise expressly agreed by Broster Buchanan inwriting.
7. If any of these Terms or any part thereof is held to be invalid, void or unenforceable for any reason, the
remaining provisions of these Terms shall remain in full force and effect to the extent permitted by law.
8. Broster Buchanan shall use reasonable endeavours to provide a high standard of service and integrity but makes no warranty on the quality or capability of any candidates.
9. When assessing the suitability of a Candidate, Broster Buchanan shall place sole reliance on the role details provided by the Client and/or any Group Company and the Client accepts that Broster Buchanan shall make no further assessment of the Client’s requirements or any requirements of a Group Company. In particular, without prejudice to the generality of the foregoing, Broster Buchanan shall be entitled to place full reliance on the Engagement Details or Assignment Details provided by the Client.
10. By Engaging, the Client authorizes Broster Buchanan and all BB Group Companies to act on its behalf in seeking Temporary Workers and/or Candidates and, if a Client so requests, Broster Buchanan shall
advertise for Temporary Workers and/or Candidates through such methods as are agreed with the Client.
The Client agrees to pay all pre-agreed advertising costs, artwork costs and creative concept costs incurred
by Broster Buchanan. An advertisement may only be cancelled by the Client on giving sufficient notice to
enable Broster Buchanan to cancel the advertisement with the relevant third party without loss of
reputation. Cancellation costs will be paid by the Client.
11. Broster Buchanan accepts no responsibility in respect of matters outside their knowledge and the Client
must, in all circumstances, satisfy itself as to the suitability of a Candidate or Temporary Worker.
12. The introduction of a Candidate or Temporary Worker or the provision of any details about such is done on a strictly private and confidential basis and is conditional upon the Client and any Group Company agreeing not to disclose any information about the Candidate or Temporary Worker (as the case may be) to any other person, firm or company within Broster Buchanan’s prior written consent. In particular, all information provided is subject to Broster Buchanan’s Data Privacy Policy and must be protected by the Client in accordance with that policy at all times. In particular, the Client and any Group Company shall not approach a Candidate’s referees or current employer or similar unless the Candidate has formally accepted Client’s written offer of Engagement.
13. Both parties hereby agree to comply with all data protection legislation relating to personal data and the
processing of personal data and each party agrees to indemnify the other in full against all liability, costs,
claims, damages, fines and legal fees relating to any breach caused directly or indirectly by the first party,
and, in particular, both parties agree that they will not and they will procure that no companies within their
group of companies will send the personal data outside of the European Economic Area to a jurisdiction
which does not necessarily provide the same statutory protection for the information as countries within
the European Economic Area. In addition, the Client agrees to immediately destroy/delete all information
relating to a Temporary Worker or Candidate if requested to do so by Broster Buchanan.
14. These terms and conditions shall be governed and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts. Where a provision would otherwise be considered void due to the operation of the Conduct Regulations (as amended) or otherwise, it shall be deemed to apply to the extent permitted by such. Client Obligations
15. The Client agrees to notify Broster Buchanan upon the Engagement or any other engagement by the Client of the Candidate and shall provide copies of all terms of such engagement.
16. In all cases, the Client shall provide sufficient information to enable Broster Buchanan to be able to
complete a Key Information Document for the Engagement.
17. The Client shall comply and procure that its employees and officers and any third parties under the control or direction of the Client including any Group Companies comply with all applicable laws, rules and
regulations relating to anti- bribery and corruption including but not limited to the UK Bribery Act 2010 and commits that neither it nor any of them will offer, promise, give or agree to give any person or accept or agree to accept from any person, whether for itself or on behalf of another, any gift, payment,
consideration, facilitation payment, financial or non-financial advantage or benefit of any kind which is
illegal or corrupt under the law of any country directly or indirectly in connection with this Agreement or
any other agreement existing now or in the future with the Client and promptly report to Broster Buchanan
any request, demand, offer for any bribe or other payment detailed above by the Client or Group Company
in connection with the performance of this contract or nay other agreement existing now or in the future
with any Group Company.
18. The Client shall ensure that any third party engaged in connection with this contract does so only on the basis of a written agreement which imposes on such person terms equivalent to those imposed on the
Client. The Client shall be responsible for the observance and performance by such person of the terms and
conditions and shall be directly liable for any breach by such person of any of the terms and conditions.
19. The Client shall be solely responsible for arranging all medical examinations and investigations of the
Candidate or Temporary Worker (including the confirmation of any professional or academic qualifications) and for obtaining any work and other permits and shall satisfy itself as to the suitability of any Candidate or Temporary Worker prior to any Engagement or Assignment.
20. The Client shall immediately inform Broster Buchanan should there be any reason or circumstance under which it would be detrimental to in the interests of Broster Buchanan, the Client or the Temporary Worker or Candidate for the Temporary Worker or Candidate to take up a position with the Client or a Group Company.
21. The Client shall immediately disclose in writing to Broster Buchanan details of any breach of clause 19 or 20 and shall provide such information and explanation as is reasonably necessary to verify compliance with this term.
22. The Client hereby undertakes to indemnify Broster Buchanan in respect of any and all liability of Broster Buchanan which results from any breach by the Client or any Group Company or any of its obligations under these terms and conditions.
23. Any circumstances allegedly giving rise to any cause of complaint about a Candidate or an invoice must be notified by the Client to Broster Buchanan and confirmed in writing as soon as the cause of the alleged
complaint arises.
Fees and expenses generally
24. Where Introduced hereunder, Fees will be charged whether or not the Client or a Group Company knew a Candidate previously.
25. Where applicable, Value Added Tax or the equivalent shall be charged in addition at the appropriate
statutory rate from time to time.
26. Where Broster Buchanan is required to or does reimburse a Temporary Worker and/or Candidate travelling and out of pocket expenses in connection with attending an interview with the Client or a Group Company, it shall invoice the Client and the Client must pay the invoice within 7 days of receipt of the invoice.
27. All monies due hereunder shall be paid by the Client within seven days of the invoice date. In the event of late payments Broster Buchanan reserves the right to charge interest on all overdue invoices at a rate of
2% per month cumulated monthly and to re-issue the relevant invoice(s) on our standard terms regardless
of any discounted rates or other favourable terms otherwise agreed.
28. Introduction Fees will also be payable if, within 12 months of the Last Introduction Date:
(a) the Client employs or otherwise engages the Temporary Worker or Candidate in any capacity
either directly or via an employment business or employment agency or third-party company
(b) the Client uses the services of the Candidate in any capacity otherwise than through Broster
Buchanan whether facilitated directly by the Client or Temporary Worker or Candidate including
but not limited to outsourcing or restructuring arrangements.
(c) the Client employs or engages any Temporary Worker or Candidate as a direct or indirect result
of any Candidate responding to an internal or external advertisement published by the Client or
a Group Company or any of their representative or agents.
29. No refund will be given or applicable for such an Engagement under clause 28 in any circumstances.
30. If the Client introduces or reintroduces a Candidate to another person, firm, body, common directorship or company associated with it resulting in the engagement of that Candidate by that person, firm body or company within 12 months of the Last Introduction Date, the Client shall pay the introduction Fee and no refund will be applicable for such an Engagement in any circumstances.
31. Fees will also be payable if within 12 months of acceptance of Broster Buchanan’s terms and conditions in accordance with clause 3 or the Last Introduction Date, whichever is later, the Client or any Group Company or any third party to which it engages in any capacity whether under a contract of service of a contract for services, any person who at the time of such engagement or who within 15 weeks immediately prior there to was a BB Employee or any other party engages in any capacity whether under a contract of service of a contract for Services any BB Employee where such engagement has resulted directly or indirectly from the Client passing information about the BB Employee to another party. For the avoidance of doubt, a BB Employee who has had direct or indirect contact with the Client or a Group Company during any recruitment assignment shall be deemed to be a Candidate for the purposes of these terms and conditions and a Fee shall be payable of 35% of Gross Remuneration shall be payable by the Client to Broster Buchanan within 14 days of the hire.
32. The Client agrees that arrangements in relation to each Candidate represent individual contracts and that the Client has no right to set off or counter claim between individual agreements or arrangements.
33. Where the Client has failed to provide information relating to Gross remuneration as required under clause 17, Broster Buchanan may, at its discretion, calculate the Fees payable based on the Gross Remuneration of other workers in a similar position.
34. The minimum Fee for each Engagement will be £3,500 plus VAT and each Fee or Charge may be increased by such amount as is required by Broster Buchanan to meet is legal obligations under auto-enrolment.

Terms applicable to permanent Engagements or fixed-term Engagements
35. When specifying the requirements for a particular role, the Client shall provide Broster Buchanan with such
full and accurate details of
(a) the intended and expected duties of the Candidate;
(b) for a Fixed-Term Engagement, the intended duration of the Engagement;
(c) any special skills, authorisations, qualifications and training which the Candidate is expected to
have or required to have.
(d) if the Candidate is required by law or by any professional body or regulatory body to have any
particular qualification or experience for the role;
(e) the date on which the Client or a Group Company requires the Candidate to commencework;
(f) the location from which the work will be performed and the hours ofwork;
(g) the minimum rate of remuneration and any other benefits which would be offered to the
successful Candidate;
(h) the intervals at which the successful Candidate would bepaid;
(i) the length of notice that either party is expected to give for termination of the contract;
(j) any special hazards or dangers that the Candidate may face;
(k) any health and safety information or other information which the Client wishes Broster
Buchanan to pass on to the Candidate or should, as part of its fiduciary obligations to employees
generally, provide to the candidate,
together, the “Engagement Details”.
36. On a File Search, the File Search Fee shall become payable by the Client and/or Group Company (if agreed
by Broster Buchanan), on the earlier of the day that the Candidate commences work or enters into an express or implied contract with the Client or Group Company. The File Search Fee is 25% of Gross Remuneration for GR1, 30% for GR2 and £33% for GR3.
37. On a Retained Search, the Retained Assignment Fee shall be payable as follows:
(a) the Initial Retainer Fee shall be payable immediately upon commencement of the Engagement
and is non- refundable. This is 8% of Gross Remuneration for GR1, 10% for GR2 and 11% for
GR3;
(b) the Shortlist Fee shall be payable upon presentation to the Client and/or Group Company of
a minimum three possible Candidates who in the reasonable opinion of Broster Buchanan
meet the agreed specification and is non-refundable. This is 8% of Gross Remuneration for
GR1, 10% for GR2 and 11% forGR3.
(c) a Completion Fee shall be payable on the date that the Candidate enters into a binding
contract of employment or other contract and is nonrefundable. This is 9% of Gross
Remuneration for GR1, 10% for GR2 and 11% for GR3. The Total Fee would be 25% for GR1,
30% for GR2 and 33% for GR3.
(d) if a Retained Assignment is cancelled or deemed by Broster Buchanan to be inactive or not
proceeding for a period of 8 weeks, then in addition to the retainer Fee and the Shortlist fee
(if any), the Client shall pay a Cancellation Fee of 10% of the stated Gross Remuneration plus
all reasonable advertising and travel expenses incurred by Broster Buchanan.
38. In the event that an Engagement terminates (whether by expiry of notice or otherwise) within 8 weeks
of the date of commencement of work by the Candidate and provided that:
(a) the Client notifies Broster Buchanan in writing of the termination of Engagement within 7 days
of such termination;
(b) the Client or any person, firm, body or company associated with it shall not engage the
Candidate within twelve months from the date of such termination;
(c) the termination is not due to redundancy, constructive or unlawful dismissal, corporate
restructure, change of management or job description or role details, pregnancy, illness or
injury;
(d) all monies due from the Client have been paid in accordance with these terms and conditions;
and
(e) the Client agrees to engage and procure that all Group Companies engage with Broster
Buchanan exclusively and does not use other agencies and does not unduly delay the interview
process in the reasonable opinion of Broster Buchanan,then
Broster Buchanan shall endeavour to find an alternative Candidate (as detailed in the role details as per
Clause 6 or for the specific role in accordance with the Engagement of the first Candidate, as deemed by
Broster Buchanan) at no extra cost to the Client except for advertising costs and travel expenses.
39. Subject to clause 39, the Fixed Term Contract Fee will be equivalent to such percentage determined by the formula x/12*100 multiplied by the Gross Remuneration multiplied by the Fee determined in clause 35
above where x denotes the duration of the Engagement in months provided that the duration is less than
12 months. If the Engagement is for a period of more than 12 months then the Fixed Term Contract shall
be the Gross Remuneration for the relevant year containing 12 full months.
40. If, during a fixed term Engagement, the Client wishes to Engage the Client on a permanent basis, the Client shall pay Broster Buchanan an amount equal to an Introduction Fee as currently charged by Broster
Buchanan for permanent recruitment less the portion of the Fixed Term Contract Fee which relates to the
period of any of the Engagement not completed by the Candidate. Time lost through absence or holiday
or notice shall be considered as time worked for this purpose. The Fixed Term Contract Fee shall not be
refundable in any way in any other circumstances.
41. If, following the completion of an Engagement, the Candidate is Engaged by the Client or Group Company then if this is within 12 months of such completion, the Client shall pay Broster Buchanan a fee based on the method of Engagement subject to the relevant terms and conditions of Broster Buchanan at the time.

Terms applicable to Temporary Assignments
42. When specifying the requirements for a particular role, the Client shall provide Broster Buchanan with such full and accurate details of
(a) the intended and expected duties of the Temporary Worker;
(b) the intended duration of the Assignment;
(c) any special skills, authorisations, qualifications and training which the Temporary Worker is
expected to have or required to have.
(d) if the Temporary Worker is required by law or by any professional body or regulatory body to
have any particular qualification or experience for the role;
(e) the date on which the Client or a Group Company requires the Temporary Worker to commence
work;
(f) the location from which the work will be performed and the hours ofwork;
(g) any special hazards or dangers that the Temporary Worker may face;
(h) any health and safety information or other information which the Client wishes Broster
Buchanan to pass on to the Candidate or should, as part of its fiduciary obligations to employees
generally, provide to the candidate,
together, the “Assignment Details”.
43. If, during an Assignment, the Client proposes to make a change to any of the Assignment Details, it shall inform Broster Buchanan immediately and in any even before making such a change and obtain its written consent.
44. The Client shall not and shall procure that no Group Company shall allow the Temporary Worker to
undertake any work not specified in the Assignment Details nor any night work unless the Temporary
Worker has been given a full health assessment which has shown that there is no reason why the
Temporary Worker should not do such night work.
45. The Client agrees that any work performed outside of the Client’s normal working day to which an overtime rate applies shall only ever be undertaken by the Temporary Worker on a voluntary basis.
46. The Assignment shall be office-based work unless Broster Buchanan specifically agrees in writing but in all cases the Client acknowledges that it shall be its responsibility to ensure adequate training and health and safety measures in relation to the Temporary Worker.
47. At the time of the Assignment, Broster Buchanan shall confirm the total Charge and/or Charge Rate (as
applicable) and the Client agrees to pay this. In the event that the Temporary Worker does not complete
any period of the Assignment, no refund is payable.
48. The hours/days actually worked will be stated on a weekly time sheet completed by the Temporary Worker and duly authorised by the Client (which authorisation shall in all cases constitute further acceptance of the Fee) as directed by Broster Buchanan. If the Client fails to authorise a time sheet within 3 working days of completion of the work by the Temporary Worker, the Client shall be deemed to have authorised it unless the Client notifies Broster Buchanan in writing otherwise.
49. Broster Buchanan reserves the right to vary the Charge/Charge Rate on any extension or subsequent
Assignment. Broster Buchanan has the right to vary the Charge/Charge Rate on an existing Assignment on
7 days’ written notice.
50. All Charges and other fees are invoiced weekly and shall be payable within 7 days of the date of the invoice.
Where applicable, Value Added Tax shall be charged in addition at the appropriate statutory rate from time
to time. In the event of late payments Broster Buchanan reserves the right to charge interest on all overdue
invoices at a rate of 2% per month. In the event of non-payment, Broster Buchanan may, without prejudice
to its rights, elect to terminate the Assignment and withdraw the Temporary Worker without notice.
51. If the Client Engages a Temporary Worker supplied by Broster Buchanan for an Assignment directly or
through another employment business during the Assignment within the Relevant Period on a permanent
basis then the Client shall be liable, at the option of Broster Buchanan, either to (a) an extended period of
hire of the Temporary Worker of 52 weeks during which the Client shall pay the Fee agreed under clause
50 or (b) an Introduction Fee calculated as if this was a File Search Fee and clause 36 applied.
52. If the Client Engages a Temporary Worker supplied by Broster Buchanan for an Assignment directly or
through another employment business during the Assignment within the Relevant Period on a fixed term
contract then the Client shall be liable, at the option of Broster Buchanan, either to an extended period of
hire of the Temporary Worker in accordance with clause 51(a) or an introduction Charge equal to the
introduction Charge calculated in clause 51(b) multiplied by x/12 of the GR where x denotes the duration
of the Engagement in months. .
53. An Introduction of a Temporary Worker to the Client which does not result in the supply of that Temporary Worker by Broster Buchanan to the Client but which leads to another Engagement of the Temporary Worker by the Client either directly or through another employment business within 12 months from the date of the last Introduction will entitle Broster Buchanan either to an extended period of hire in
accordance with clause 51(a) of an Introduction Charge as per clause 51(b) at the option of Broster
Buchanan.
54. If following the completion of an Engagement, the Temporary Worker is engaged by the Client or Group Company within 12 months of the Last Introduction Date, the Client shall pay Broster Buchanan a Charge based on Broster Buchanan’s relevant terms and conditions relating to that Engagement at the time. For
the purpose of this clause “engaged” means Engaged, employed, re-employed, taken on as a consultant,
introduced to a third party or otherwise whether directly or indirectly and whether personally or through
a company.
55. In the event that any Temporary Worker is rejected by the Client or any Temporary Worker rejects an offer of Engagement by the Client, the Client shall pay a Charge based on the method of Engagement subject to the relevant terms and conditions of Broster Buchanan at the time to Broster Buchanan if the Temporary Worker if subsequently engaged by the Client or a Group Company within 12 months of the Last Introduction Date. No refund will be applicable for such an Engagement under any circumstances.
56. Where a Temporary Worker is supplied through a Limited Company Contractor and has elected to opt out of the Conduct Regulations and Broster Buchanan has notified the Client of such Opt Out, the
Charge/Charge Rate shall apply for the length of any period of supply and for fifty two weeks from the end
of the last period of supply of that Temporary Worker.
57. Charges based on the method of Engagement subject to the relevant terms and conditions of Broster
Buchanan at the time will also be payable if, within 12 months of the Last Introduction Date (a) the Client
employs or otherwise engages the Temporary Worker in any capacity either directly or via an employment
business or employment agency or third party company or (b) the Client uses the services of the Temporary Worker in any capacity otherwise than through Broster Buchanan whether facilitated directly by the Client or Temporary Worker including but not limited to outsourcing or restructuring arrangements; or (c) the employs or engages any Temporary Worker as a direct or indirect result of any Temporary Worker responding to an internal or external advertisement published by the Client or a Group Company or any of their representative or agents.
58. Where Broster Buchanan reimburses a Temporary Worker travelling and out of pocket expenses in
connection with attending an interview with the Client or a Group Company, it shall invoice the Client and
the Client must pay the invoice within 7 days of receipt of the invoice.
59. The introduction of a Temporary Worker or the provision of any details about a Candidate is done on a
strictly private and confidential basis and is conditional upon the Client and any Group Company agreeing
not to disclose any information about the Candidate to any other person, form or company within Broster
Buchanan’s prior written consent. In particular, all information provided is subject to Broster Buchanan’s
Data Privacy Policy and must be protected by the Client in accordance with that policy at all times. In
particular, the Client and any Group Company shall not approach the Candidate’s referees or current
employer or similar unless the Candidate has formally accepted the Client’s written offer of Engagement.
60. Charges will also be payable if within 12 months of acceptance of Broster Buchanan’s Terms or the Last
Introduction Date, whoever is later, the Client or any Group Company or any third party to which it engages in any capacity whether under a contract of service of a contract for services, any person who at the time of such engagement or who within 15 weeks immediately prior thereto was a BB Employee or any other party engages in any capacity whether under a contract of service of a contract for Services any BB
Employee where such engagement has resulted directly or indirectly from the Client passing information
about the BB Employee to another party. For the avoidance of doubt, a BB Employee who has had direct
or indirect contact with the Client or a Group Company during any recruitment assignment shall be deemed to be a Temporary Worker for the purposes of these Terms and a Charge shall be payable of 35% of Gross Remuneration shall be payable by the Client to Broster Buchanan within 14 days of the hire.
61. Where the Temporary Worker is an agency worker as defined in Regulation 3 of the AWR, the Client shall provide the Temporary Worker with equal access (a) to all its collective facilities and amenities; and (b) to information about relevant vacant posts within the Client’s place of work, as if the Temporary Worker had been directly employed by the Client at the start of the Assignment.
62. To enable Broster Buchanan to comply with its obligations under AWR and to determine the Pay and
Working Conditions applicable to the Assignment the Client will provide Broster Buchanan before the start
of the Assignment the following information (a) details of any work since 1 October 2011 that the
Temporary Worker has performed for the Client in the same or a similar role via any third party which may
count towards the Qualifying Period; and (b) details of the Pay and Working Conditions that the Temporary Worker would be entitled to if the Temporary Worker had been recruited for the same role directly by the Client at the start of the Qualifying Period.
63. The Client will provide to Broster Buchanan written notification of any variations of Pay or Working
Conditions applicable to the job the Temporary Worker is doing in the Assignment as if the Temporary
Worker has been directly employed by the Client in that job at the start of the Qualifying Period.
64. The Client agrees with Broster Buchanan that Broster Buchanan will only be responsible for obligations
under the AWR to the extent that Broster Buchanan has not following the correct procedure. Broster
Buchanan shall not be liable for any breach of the AWR which arise as a result of receiving incorrect
information from a Temporary Worker, the Client or any third party.
65. For the avoidance of doubt, where the Temporary Worker is supplied through a Limited Company Contactor and the contract that the Temporary Worker has with Broster Buchanan has the effect that the status of Broster Buchanan or the Client is that of a client or customer of a profession or business undertaking carried on by the Temporary Worker the temporary Worker is not an agency worker as defined by Regulation 3 of the AWR.
66. The Temporary Worker shall provide Broster Buchanan with up to date copies of all permits (including work permits) qualifications and regulatory authorisations that are likely to be required to be provided to a Client and/or Group Company immediately on request.
67. A Temporary Worker provided by Broster Buchanan is deemed to be the responsibility of the Client from the time at which the Temporary Worker reports to begin the Assignment and for the duration of the
Assignment and the Client agrees to be responsible to all third parties for all acts, omissions and errors
whether they are wilful, negligent or otherwise as though the Temporary Worker were an employee of the
Client and the Client will in all respects comply with all regulations and legal requirements to which the
Client is ordinarily subject in respect of all the Client’s staff save for tax and social security obligations. The
Client agrees to take out full insurance to cover the cost of all third-party actions, claims, costs or damages.
The Client further agrees to insure the Temporary Worker for all risks in respect of claims made by third
parties.
68. Broster Buchanan shall use reasonable endeavours to provide a high standard of service and integrity but makes no warranty on the quality or capability of any Temporary Workers. The Client shall immediately inform Broster Buchanan should there be any reason or circumstance under which it would be detrimental to in the interests of Broster Buchanan, the Client or the Temporary Worker for the Temporary Worker to take up a position with the Client or a Group Company.

Liability
69. Broster Buchanan shall not be liable to the Client or any Group Company for any loss of profit, loss of
business, loss of use or any indirect, special, punitive or consequential damages.
70. Broster Buchanan shall not be liable for any loss, injury, liability, damage, expense or delay incurred or
suffered by the Client or any Group Company arising directly or indirectly from or in any way connected
with an Engagement and in particular but without limitation to the foregoing any such loss, injury, liability,
damage, expense or delay arising from or in any way connected with
(a) failure by the Candidate or Temporary Worker to meet the requirements of the Client or Group
Company for all or any of the purposes for which he or she is required by the Client or Group
Company asrelevant.
(b) any act or omission of a Candidate or Temporary Worker whether wilful, negligent, fraudulent,
dishonest, reckless or otherwise;
(c) any loss, injury, damage, expense or delay incurred or suffered by a Candidate or Temporary
Worker after acceptance of an offer of Engagement from the Client.
Provided that nothing in this clause 70 shall be construed as purporting to exclude or restrict liability of
Broster Buchanan to the Client for personal injury or death resulting from negligence nor any statutory
liability, any exclusion or limitation which is prohibited by law.
71. Broster Buchanan shall not be liable in any way for any failure or delay in performing any of its obligations to the extent that such failure or delay is caused by events which are beyond its control.

  1. All and any business undertaken by Broster Buchanan and or any BB Group Company is transacted subject to these terms and conditions unless otherwise agreed by Broster Buchanan in writing.
  2. In the event of any conflict between these terms and conditions and any other terms and conditions, the former shall prevail unless otherwise expressly agreed by Broster Buchanan in writing.
  3. Any amendments to these terms and conditions must be by way of a variation agreement. Save for any amendments made by a variation agreement, all of the terms and conditions shall remain the same. Where Broster Buchanan and the Client have entered into a variation agreement and the Client breaches any of the terms and conditions of the variation agreement then Broster Buchanan may unilaterally revert to these terms and conditions.
  4. If any of these terms and conditions or any part thereof is held to be invalid, void or unenforceable for any reason, the remaining provisions of these terms and conditions shall remain in full force and effect to the extent permitted by law.
  5. Broster Buchanan may assign this Agreement to any other BB Group Company without the consent of the Client and references to Broster Buchanan herein shall then refer to such other BB Group Company as the context allows. Subject to this clause, this Agreement is personal to the Client and neither of them shall assign any of their rights under this Agreement without the prior written consent of the other. Also, subject to this clause, the parties do not intend any person who is not a party to this Agreement to have any rights under it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
  6. Broster Buchanan shall provide and perform the Services on the terms and conditions of this Agreement and will do so in compliance with applicable laws, regulations, codes of practice and professional standards and with reasonable skill and care.
  7. Broster Buchanan shall use its reasonable endeavours to ensure that the same personnel provide the Services where reasonably requested in order to maintain consistency and build a relationship with the Client.
  8. The Client shall not at any time during the term of this Agreement or for a period of 6 months following its expiry or termination employ or solicit for employment or engage on any basis any member of a BB Group Company’s personnel (whether employed or engaged on some other basis by such company).
  9. The Client acknowledges the cost to Broster Buchanan of losing and replacing any such person and the Client agrees that if it breaches the provisions of clause 4.3, the Client shall pay to Broster Buchanan by way of liquidated damages a sum equal to the greater of (i) £50,000; and (ii) an amount equal to the person’s aggregate annual gross remuneration package.
  10. The Client shall provide Broster Buchanan with such information and access to such facilities and personnel as Broster Buchanan shall reasonably require in order to provide the Services.
  11. The Client shall make such decisions and provide such instructions as Broster Buchanan shall require and at the time that Broster Buchanan requires to enable Broster Buchanan to provide the Services.
  12. The Client acknowledges that Broster Buchanan’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Client providing that information and access and providing those decisions and instructions at the times required by Broster Buchanan.
  13. Any pre-existing intellectual property rights of either party that are made available for use in connection with the provision of the Services shall remain vested in that party; the other party shall have a licence to use those rights so far as may be necessary to enable that party to provide or to enjoy the benefit of the Services.
  14. All intellectual property rights that are created in the course of the provision of the Services and in the Deliverables shall belong to Broster Buchanan; the Client shall have a royalty free, perpetual licence to use those rights as envisaged by this Agreement to enable the Client to have the benefit of the Services and the Deliverables for use within the Client’s own business.
  15. Broster Buchanan and the Client may during the course of this Agreement and in connection with the Services obtain information relating to the other party which is not made available generally by that other party (“Confidential Information”). The receiving party shall keep all Confidential Information confidential and not disclose it to any person (save as required by law) and use the Confidential Information only for the purpose for which it was provided and for no other purpose.
  16. Both parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Broster Buchanan is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).
  17. The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Broster Buchanan for the duration and purposes of this Agreement.
  18. Broster Buchanan shall, in relation to any personal data processed in connection with the performance by Broster Buchanan of its obligations under this Agreement:
    1. process that personal data only for the purposes of this Agreement or on the Client’s written instructions;
    2. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
    3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
    4. not transfer any personal data outside of the European Economic Area unless appropriate safeguards have been secured.
    5. assist the Client in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    6. notify the Client without undue delay on becoming aware of a personal data breach;
    7. at the Client’s written direction, delete or return personal data and copies thereof to the Client on termination of this agreement unless required by applicable law to store the personal data; and
    8. maintain records and information to demonstrate its compliance with these provisions.
  19. The Client shall comply and procure that its employees and officers and any third parties under the control or direction of Broster Buchanan comply with all applicable laws, rules and regulations relating to anti-bribery and corruption including but not limited to the UK Bribery Act 2010. The Client shall immediately disclose in writing to Broster Buchanan details of any breach of these terms and conditions and shall provide such information and explanation as is reasonably necessary to verify compliance with this term.
  20. Broster Buchanan shall charge and the Client shall pay the amounts set out or calculated in accordance with the relevant Statement of Works. Where the fees are to be calculated on a time and materials basis, Broster Buchanan may increase those fees on giving not less than one month’s written notice to the Client.
  21. Any sums stated in this Agreement (including in any Statement of Works) are expressed exclusive of VAT and all other taxes which, where applicable, will be added and payable by the Client in addition.
  22. The Client shall reimburse Broster Buchanan for expenses including those that are specified in the relevant Statement of Works provided they are reasonable and properly incurred.
  23. Broster Buchanan shall invoice the Client on the basis set out in the relevant Statement of Works or, if payment details are not set out, monthly in arrears. The Client shall pay all valid and properly submitted invoices not later than 14 days after they are received or at such other times as may be specified in the relevant Statement of Works.
  24. If the Client does not pay any invoice by the due date for payment Broster Buchanan may, without prejudice to any other rights and remedies that it may have suspend provision of the Services until payment in full including any interest is received and/or charge interest on the sum outstanding at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998.
  25. The Client shall pay all invoices in full without any set-off or deduction.
  26. This Agreement shall commence on the date stated at the beginning and shall continue in force until terminated by either party giving to the other not less than two months’ notice provided that either party may terminate this Agreement forthwith on notice to the other party if that other party:
    1. is in material breach of any of the terms of this Agreement and, where the breach is capable of being remedied, fails to remedy the breach within 20 Business Days of service of notice specifying the breach and requiring it to be remedied;
    2. has a petition granted for its winding up or has a liquidator, administrator, receiver or administrator appointed in respect of it, enters into an arrangement with its creditors or cease or threatens to cease trading.
  27. Termination under clause 25 may be in respect of any individual Statement of Works or in respect of this Agreement including all Statements of Works.
  28. On termination of this Agreement for any reason and at the end of the provision of the Services, Broster Buchanan shall return all property, equipment, documentation and other things provided to it by the Client in connection with the provision of the Services.
  29. Termination of this Agreement or any Statement of Works shall not affect any right or remedy which has accrued due at the time of termination.
  30. Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury caused by the negligence of that party, its employees, agents or sub-contractors, or for fraud.
  31. Subject to clause 29, Broster Buchanan shall have no liability to the Client in connection with this Agreement for any loss of profits, loss of revenue, loss of business, loss of contract, loss of goodwill, loss of data or failure to make anticipated savings or any indirect or consequential loss, whether this results from breach of contract, negligence or otherwise.
  32. Subject to clause 29 the maximum aggregate liability of Broster Buchanan to the Client under or in connection with this Agreement and whether resulting from breach of contract, negligence or otherwise shall not exceed 75% of the amount payable by the Client under this Agreement in respect of the 12 months fees or £1,000,000, whichever is the lower, prior to the date on which such liability arises.
  33. Neither party shall have any liability for any failure to perform or delay in performing any of its obligations under this Agreement if and to the extent that such failure or delay is caused by reasons, circumstances or events beyond the reasonable control of that party. If a party is affected by any circumstance or event of the type described in this clause, that party shall notify the other party as soon as reasonably practicable and the parties shall each use all reasonable endeavours to minimise the impact on the obligations that are affected.
  34. Broster Buchanan may sub-contract part or parts of its obligations under this Agreement but shall remain liable for the performance of those parts that have been sub-contracted.
  35. This Agreement (together with any Statements of Works) constitutes the complete and exclusive agreement between the parties in respect of the subject matter to which it relates and supersedes all prior correspondence, agreements and understandings.
  36. Any notices that are required under this Agreement shall be in writing and shall be served on the relevant party at its registered office address. Notices may be served by personal delivery, in which case they shall be deemed to be served when delivered or first class pre-paid post, in which case they shall be deemed to be served on the second Business Day after the day of posting.
  37. If a party does not on any occasion insist on the strict observance or performance of any rights under or of any provision of this Agreement, that will not amount to a waiver of those rights or that provision. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
  38. This Agreement and everything arising in connection with it, including non-contractual matters, shall be governed by English Law and the parties submit to the exclusive jurisdiction of the courts of England.