TERMS OF BUSINESS FOR THE INTRODUCTION & SUPPLY OF TEMPORARY RESOURCES
1. DEFINITIONS & INTERPRETATION
1.1. In these Terms of Business (Terms), the following definitions apply:
Agency Worker means an agency worker within the meaning of the AWR who may be (i) engaged directly by the Company under
a contract for services or (ii) employed by an umbrella company under a contract of service;
Assignment means the temporary role or project which the Temporary Resource undertakes for the Client;
Assignment Schedule means the document confirming details of the Assignment which is issued to the Client by the Company;
AWR means the Agency Workers Regulations 2010;
Charges means the charges made by the Company for the supply of the Temporary Resource including the Temporary Resource’s
hourly or daily rate, the Company’s commission, any agreed expenses and, where relevant, any Employer’s National Insurance
contributions, pension contributions, apprenticeship levy and holiday pay;
Client means the person, firm, partnership, organisation, public body, business, or company to which the Recruitment Services
are provided by the Company;
Company means PRINCIPAL RECRUITMENT TECHNOLOGY LTD (Registered in England & Wales No. 14061865) of 20-22 Wenlock
Road, London, England, N1 7GU;
Conduct Regulations means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;
Contractor means a limited company or limited liability partnership, engaged by the Company under a contract for services and
supplied to the Client to perform the Services;
Data means personal data and special/sensitive personal data within the meaning of the Data Protection Legislation;
Data Protection Legislation means (i) the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) and
any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and
then (ii) any successor legislation to the Data Protection Act 2018 or the GDPR insofar as it is applicable to the United Kingdom;
Determination means a written assessment, in a format acceptable to the Company, as to whether the Assignment falls inside
or outside of IR35 pursuant to the Intermediaries Legislation;
Engagement means the engagement, employment or use of the Temporary Resource under any arrangement or on any basis
whatsoever, whether directly or indirectly through any third party. Engage, Engages and Engaged shall be interpreted accordingly;
Extended Hire Period means an extension of the Assignment for 26 weeks following expiry of the Client’s notice under clause
11.3;
Implementation Date means (i) for Assignments in the private sector, 6 April 2021 or such alternative date upon which the
proposed changes to the Intermediaries Legislation in the Finance Bill 2020 become effective and (ii) for Assignments in the public
sector, 6 April 2017;
Intermediaries Legislation means Chapter 10 of Part 2 of ITEPA;
Introduction has the meaning in clause 3.2 and “Introduce”, “Introduces” and “Introduced” should all be interpreted accordingly;
ITEPA means the Income Tax (Earnings and Pensions) Act 2003;
Opted Out means opted out of the Conduct Regulations pursuant to Regulation 32(9);
Payment Terms means 30 days from the date of the Company’s invoice;
Relevant Period means the later of (i) the period of 8 weeks commencing on the day after the Temporary Resource last worked
for the Client during an Assignment or (ii) the period of 14 weeks commencing on the first day on which the Temporary Resource
worked for the Client during an Assignment but, in determining the first day on which the Temporary Resource worked for the
Client, a prior Assignment shall be disregarded where more than 42 days have passed between Assignments;
Recruitment Services means the Introduction and supply of Temporary Resources to the Client by the Company;
Remuneration means (i) the gross annualised remuneration package payable to the Temporary Resource for the Engagement
including, without limitation, basic salary, guaranteed and anticipated bonuses, guarantee payments, commission, allowances,
all other emoluments, and benefits in kind. £5,000 shall be added to the Remuneration in respect of any company vehicle
provided to the Temporary Resource or (ii) if the Temporary Resource is Engaged on a self-employed basis, via a personal services
company or through any third party company, firm or business, the total estimated annualised fees payable in respect of the
Temporary Resource’s services;
Representative means the director, employee or subcontractor of a Contractor who performs the Services on behalf of the
Contractor;
Restricted Period means the later of (i) 6 months from the end of the Assignment or (ii) 12 months from the most recent
Introduction of the Temporary Resource to the Client;
SDC means supervision, direction or control (or the right thereof) as to the manner in which the Services are carried out;
Services means the work to be carried out by the Temporary Resource during the Assignment;
Small Undertaking means a company, undertaking or person which qualifies as small under sections 60A to 60F of ITEPA;
Substitute means an alternative Representative, appointed by the Contractor to perform the Services in the place of the original
Representative;
Temporary Resource means the person, firm or limited company Introduced to the Client by the Company to perform an
Assignment and, save where otherwise indicated, includes a Contractor, Representative and Agency Worker;
Transfer Fee means the fee payable by the Client upon the Engagement of a Temporary Resource; and
WTR means the Working Time Regulations 1998.
1.2. A reference to a party shall mean either the Company or the Client as applicable and a reference to the parties shall mean both
the Company and the Client.
1.3. In these Terms, unless the context requires otherwise (i) references to the singular include the plural and vice-versa (ii) references
to the masculine include the other genders and vice-versa.
1.4. Any phrase introduced by the words including, include, in particular or any similar expression, shall be construed as illustrative
and shall not limit the sense of the words preceding those words.
1.5. Any reference to legislation includes any amendment or re-enactment of such legislation from time to time and any secondary
legislation which may be made under such legislation.
1.6. The headings in these Terms are for convenience only and do not affect the interpretation of any clause.
2. FORMATION & BASIS OF AGREEMENT
2.1. These Terms shall be deemed to have been accepted by the Client (i) signing them or otherwise expressly indicating acceptance
in writing (ii) instructing the Company to supply a Temporary Resource or (iii) Engaging the Temporary Resource, whichever occurs
first.
2.2. These Terms, together with the Assignment Schedule, form the entire agreement between the parties for the provision of the
Recruitment Services to the exclusion of any terms or conditions of purchase proposed or issued by the Client unless otherwise
agreed in writing by a director of the Company.
2.3. In the event of any conflict or inconsistency between these Terms and the Assignment Schedule, the Assignment Schedule shall
take priority.
2.4. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a director of the
Company and the Client, are set out in writing and a copy of the varied Terms is given to the Client stating the date on or after
which the varied Terms shall apply.
2.5. Unless the Company notifies the Client that a Temporary Resource has opted-out of the Conduct Regulations, the Conduct
Regulations shall apply to any Assignment carried out by a Temporary Resource.
3. INTRODUCTIONS
3.1. The Company shall provide Recruitment Services to the Client and use reasonable endeavours to Introduce Temporary Resources
from time to time who (i) meet the criteria specified by the Client pursuant to clause 4.1 where applicable or (ii) the Company
believes may otherwise be of interest or relevance to the Client.
3.2. An Introduction shall take place upon any of the following occurring (i) the Company providing a CV or other information to the
Client which expressly or impliedly identifies a Temporary Resource (ii) the Company arranging an interview or meeting between
the Client and a Temporary Resource whether face to face, by telephone, by web conference or by any other means or (iii) the
Company supplying or agreeing to supply a Temporary Resource to the Client.
4. PROVISION OF INFORMATION
4.1. The Client must inform the Company of (i) the information relating to an Assignment specified in Regulation 18 of the Conduct
Regulations (ii) whether the Temporary Resource requires a DBS disclosure or any other check or security clearance to carry out
the Assignment (iii) any Health and Safety information which is relevant to the Assignment and (iv) any reason why it may be
detrimental to the interests of the Temporary Resource to carry out the Assignment.
4.2. The Company may advertise the position which the Client is seeking to fill in any print or digital format which the Company may
consider appropriate, unless the Client has notified the Company in writing that it may not advertise such position or otherwise
specifies the information about the position which may not be advertised.
4.3. The Company shall issue an Assignment Schedule to the Client on commencement of the Assignment or otherwise within three
business days of its commencement. If the Client considers any of the information within the Assignment Schedule to be
incorrect, the Client must notify the Company in writing as soon as practicable and in any event within three business days of
receipt.
4.4. The Client must notify the Company immediately if the Client intends to Engage a Temporary Resource, extend an Assignment or
otherwise vary an Assignment in any way.
5. TEMPORARY RESOURCE CHECKS
5.1. Where required to do so under the Conduct Regulations, the Company shall (i) take all reasonably practicable steps to ensure
that the Temporary Resource and the Client are each aware of any requirements imposed by law, or by any professional body,
which must be satisfied by the Client or the Temporary Resource to enable the Temporary Resource to perform the Assignment
and (ii) make all such enquiries as are reasonably practicable to ensure that it would not be detrimental to the interests of the
Temporary Resource or the Client for the Temporary Resource to perform the Assignment.
5.2. Where required to do so under the Conduct Regulations due to the specific nature of the Assignment, the Company shall take all
reasonably practicable steps to (i) obtain copies of any relevant qualifications or authorisations of the Temporary Resource and
offer to provide copies of those documents to the Client (ii) obtain two references from persons who are not relatives of the
Temporary Resource and who have agreed that the reference provided may be disclosed to the Client and (iii) confirm that the
Temporary Resource is suitable for the position concerned.
6. CLIENT OBLIGATIONS
6.1. The Client must (i) provide a safe working environment for the Temporary Resource (ii) comply with all statutory provisions, bylaws, codes of practice and other legal obligations in respect of the Temporary Resource’s health and safety whilst carrying out
an Assignment (iii) maintain records of any accident or injury affecting the Temporary Resource and provide copies of such records
to the Company upon demand (iv) ensure that the Temporary Resource is insured under the Client’s own insurance policies or, in
the case of a Contractor, under insurance policies which the Client has checked are acceptable to the Client and (v) indemnify the
Company for any claim, losses or costs arising out of or in connection with the death or personal injury of the Temporary Resource
in the course of or as a result of an Assignment.
6.2. The Client shall not require a Temporary Resource to provide Services for more than 48 hours per week on average unless (i) the
Company has confirmed that the Temporary Resource has opted out under the WTR or (ii) the Company has confirmed that the
48 hour working week under the WTR does not apply to the Temporary Resource for any reason.
6.3. The Client must not and must ensure that its employees, subcontractors, and representatives do not unlawfully discriminate
against, harass, or victimise any Temporary Resource.
6.4. The Client must not request the supply of a Temporary Resource to perform the duties normally performed by (i) a worker who
is taking part in official industrial action or (ii) a worker who has been transferred by the Client to perform the duties of a person
taking part in official industrial action.
7. PROVISIONS RELATING TO AGENCY WORKERS
7.1. The Client must comply with the AWR and assist the Company in complying with the AWR by (i) notifying the Company without
delay if the Agency Worker has been supplied to the Client by any other employment business in the six-month period prior to
commencement of the Assignment (ii) providing the Agency Worker with access to collective facilities and amenities and
information about permanent employment opportunities with the Client (iii) providing written details of the relevant terms and
conditions which apply to any actual or hypothetical comparator together with any amendments to such terms and conditions
where appropriate (iv) co-operating with the Company in responding to or assisting the Company with responding to any question
or complaint made under the AWR in a timely manner (v) permitting a pregnant Agency Worker to attend ante-natal
appointments, with pay, during working time after the 12-week qualifying period (vi) carrying out a risk assessment in respect of
any pregnant Agency Worker and making such adjustments to the Assignment as are necessary to protect the Agency Worker’s
health and wellbeing or, where necessary, identifying a suitable alternative Assignment within the Client’s organisation for the
Agency Worker to perform and (vii) agreeing to a proportional increase in the Charges where necessary to ensure that the Agency
Worker receives equal treatment in respect of all relevant terms and conditions after the 12-week qualifying period.
7.2. The Client shall be responsible for the supervision, direction, and control of an Agency Worker throughout their Assignment.
8. PROVISIONS RELATING TO CONTRACTORS
8.1. Where the Company proposes the supply or continued supply of a Contractor for an Assignment after the Implementation Date,
the Client must notify the Company without delay if the Client is a Small Undertaking and exempt from providing a Determination
under the Intermediaries Legislation. Where the Client becomes or ceases to be a Small Undertaking during the course of an
Assignment, the Client must notify the Company in writing and without delay.
8.2. Unless (a) the Client is a Small Undertaking and exempt from providing a Determination or (b) the Intermediaries Legislation
does not apply to the Representative performing the Assignment, the Client must, following the Implementation Date (i) provide
a Determination to the Company prior to commencement of the Assignment or as soon as possible thereafter (ii) ensure that
any Determination provided to the Company is accurate (iii) provide all such information as the Company may reasonably
require, without delay, to justify or support the Determination and (iv) co-operate in a timely manner with any query or appeal
which the Company and/or the Contractor raises in respect of the Determination.
8.3. Where the Client provides a Determination stating that the Assignment is inside of IR35 pursuant to the Intermediaries
Legislation, the Company may (i) immediately terminate any Assignment which has already commenced (ii) engage the relevant
Temporary Resource on a different basis or (iii) use reasonable endeavours to supply an alternative Temporary Resource.
8.4. The Client shall indemnify and keep indemnified the Company against any liability for PAYE income tax or National Insurance
contributions (including any interest and penalties) suffered or incurred by the Company in relation to any Contractor or
Representative where the Client (i) provides an inaccurate Determination (ii) fails to provide a Determination where required to
do so by law or (iii) otherwise fails to comply with this clause 8.
8.5. Subject to clause 8.6, where the Company supplies a Contractor for an Assignment, the Client acknowledges and agrees that (i)
the Contractor may appoint a Substitute to perform the Services from time to time provided that such Substitute is suitably
skilled, qualified, security cleared (where applicable) and experienced to perform the Services (ii) the Client must not attempt to
move a Contractor to a different task or project or otherwise materially vary the Assignment without first agreeing such move or
variation with the Company and the Contractor (iii) subject to the Client’s reasonable operational requirements and the specific
nature of the Assignment, the Contractor shall determine its own schedule when performing the Services and the location in
which such Services are performed and (iv) the Contractor and Representative shall not be subject to SDC.
8.6. Clause 8.5 shall not apply where the Client has provided a Determination showing that the Contractor is operating inside of IR35
under the Intermediaries Legislation.
8.7. Save where the Client has provided a Determination stating that the Contractor is operating inside of IR35 under the
Intermediaries Legislation, in the event of any defect in the Services which are performed by a Contractor and which are notified
to the Company without delay, the Company shall request that the Contractor remedies such defect in its own time and at its
own expense. The Company shall not however be liable to the Client under any circumstances if the Contractor refuses or fails to
remedy such defect.
9. TIMESHEETS
9.1. At the end of each week of an Assignment (or at the end of the Assignment where it is for a period of one week or less), the Client
shall approve a timesheet in a format specified by the Company verifying the times worked by the Temporary Resource during
that week.
9.2. The Client is responsible for ensuring that the times shown on the Temporary Resource’s timesheet are correct and that only duly
authorised employees approve the timesheet.
9.3. If the Client is unwilling to approve a Temporary Resource’s timesheet because the Client disputes the time specified on the
timesheet, the Client shall inform the Company as soon as reasonably practicable and shall provide all such information as the
Company shall require, without delay, to enable the Company to establish the time which was actually worked by the Temporary
Resource.
9.4. The Client acknowledges that the Company shall rely upon the Client’s confirmation of the time worked by the Temporary
Resource and the Client shall not retrospectively adjust the time confirmed as having been worked by the Temporary Resource.
9.5. Unless the Company has informed the Client that the Temporary Resource has Opted Out, the Client may not refuse to approve
a timesheet on the basis that the Client is dissatisfied with the Services or any other matter relating to the Temporary Resource
but the Client may be entitled to terminate the Assignment in accordance with clause 14 below.
10. CHARGES
10.1. The Client shall pay the Charges to the Company as set out in the Assignment Schedule.
10.2. The Company shall issue an invoice to the Client for the Charges each week and such invoice shall be payable within the Payment
Terms. VAT shall be charged at the standard rate on all sums invoiced under these Terms.
10.3. The Company may vary the Charges, by giving written notice to the Client, to reflect any additional cost in supplying the
Temporary Resource for any reason including, without limitation, the AWR or a legislative change.
10.4. The Company shall not give any refund or rebate in respect of the Charges and, save as required by law, the Client shall pay the
Charges without set off or deduction.
10.5. If an invoice is not paid within the Payment Terms, the Company may (i) terminate the supply of Temporary Resources to the
Client without notice (ii) charge late payment compensation on such invoice in accordance with the Late Payment of Commercial
Debts (Interest) Act 1998 (iii) charge interest at the rate of 8% per annum above the base rate of the Bank of England from the
due date until the date of payment and (iv) refer the collection of such payment to a collection agent or legal representatives
and, in such circumstances, the Client shall be liable for all costs, fees (including legal fees), charges and disbursements incurred
by the Company in recovering payment from the Client.
10.6. The Company shall be responsible for making all payments to the Temporary Resource for the Services and, where relevant, shall
ensure that such payments comply with the National Minimum Wage or National Living Wage as applicable.
11. TRANSFER FEES & EXTENDED HIRE PERIODS FOR OPTED IN TEMPORARY RESOURCES
11.1. Subject to clause 11.3, where the Temporary Resource has commenced an Assignment and has not Opted Out, the Client shall
be liable to pay a Transfer Fee to the Company if the Client (i) Engages the Temporary Resource within the Relevant Period or (ii)
introduces the Temporary Resource to a third party who Engages the Temporary Resource within the Relevant Period.
11.2. Subject to clause 11.3, where the Temporary Resource has not commenced an Assignment and has not Opted Out, the Client
shall be liable to pay a Transfer Fee to the Company if the Client (i) Engages the Temporary Resource within the Restricted Period
or (ii) introduces the Temporary Resource to a third party who Engages the Temporary Resource within the Restricted Period.
11.3. The Client may, as an alternative to paying the Transfer Fee, by giving one week’s written notice to the Company, request that the
Temporary Resource provides the Services for an Extended Hire Period commencing on the date on which such written notice
expires.
11.4. During an Extended Hire Period, the Company shall supply the Temporary Resource (i) on terms no less favourable than the terms
which applied immediately before the Company received the notice under clause 11.3 or (ii) where the Company has not
previously supplied the Temporary Resource to the Client, on such terms as the Company may reasonably specify.
11.5. If the Company is unable to supply the Temporary Resource for any part of an Extended Hire Period for a reason outside of the
Company’s control (including any refusal by the Company’s factor to provide debt insurance) or if the Client does not wish to hire
the Temporary Resource on the terms as set out in clause 11.4, the Client shall pay the Transfer Fee, reduced in proportion to any
part of the Extended Hire Period for which the Temporary Resource was supplied by the Company following expiry of the Client’s
written notice under clause 11.3.
11.6. The Transfer Fee shall be a sum equivalent to a percentage of the Remuneration for the Engagement, rounded up to the nearest
pound and calculated in accordance with the following scale:
Remuneration % Charge
All Remunerations 15%
11.7. If the Remuneration is not disclosed to the Company or if it is impracticable to calculate the Remuneration, the Transfer Fee shall
be the hourly Charge at which the Temporary Resource was (or would have been) supplied to the Client multiplied by 300.
11.8. No refund of the Transfer Fee will be given by the Company for any reason.
12. TRANSFER FEES FOR OPTED OUT TEMPORARY RESOURCES
12.1. If the Temporary Resource has Opted Out, the Client shall be liable to pay a Transfer Fee to the Company if the Client (i) Engages
the Temporary Resource within the Restricted Period or (ii) introduces the Temporary Resource to a third party who Engages the
Temporary Resource within the Restricted Period.
12.2. The Client shall have no entitlement to an Extended Hire Period where the Temporary Resource has Opted Out.
12.3. The Transfer Fee shall be a sum equivalent to a percentage of the Remuneration for the Engagement, rounded up to the nearest
pound and calculated in accordance with the following scale:
Remuneration % Charge
All remunerations 15%XX
12.4. If the Remuneration is not disclosed to the Company or if it is impracticable to calculate the Remuneration, the Transfer Fee shall
be the hourly Charge at which the Temporary Resource was (or would have been) supplied to the Client multiplied by 300.
12.5. No refund of the Transfer Fee will be given by the Company for any reason.
13. CONFIDENTIALITY, DATA PROTECTION & ANTI-CORRUPTION
13.1. The Client acknowledges that, unless otherwise agreed between the parties in writing, the Company and the Client shall each act
as data controllers in respect of any Data relating to a Temporary Resource and the Client must (i) control and process such Data
in accordance with the Data Protection Legislation (ii) provide to the Temporary Resource the information specified under Article
14 of the GDPR and, if requested by the Client, the Company shall use reasonable endeavours to assist the Client in this regard
and (iii) notify the Company without delay if any Data relating to a Temporary Resource which has been supplied by the Company
is subject to a Data breach at any time prior to such Temporary Resource completing an Assignment with the Client.
13.2. The Client shall treat all information relating to a Temporary Resource which is provided by the Company with the utmost
confidentiality and, in particular, must (i) not use such information for any other purpose without the prior consent of the
Company and (ii) ensure that its employees, contractors, representatives and agents are all bound by written confidentiality
obligations in respect of such information.
13.3. Save to the extent that the Company is required to disclose such information to the Temporary Resource, the Company shall keep
confidential any information provided by the Client in relation to the AWR and not use it for any other purpose.
13.4. The parties warrant that they shall comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and
anti-corruption including but not limited to the Bribery Act 2010 and (ii) promptly notify the other party of any request or demand
for any undue financial or other advantage of any kind in connection with these Terms.
14. TERMINATION
14.1. Subject to clauses 14.2 and 14.3, either party may terminate an Assignment at any time by giving the notice specified in the
Assignment Schedule or, if no period of notice is specified, at any time without notice.
14.2. Irrespective of any notice period specified in the Assignment Schedule, either party may terminate an Assignment without notice
if the other party has committed a serious or persistent breach of its obligations under these Terms, if the other party undergoes
a change of control or becomes insolvent.
14.3. The Company may terminate an Assignment without notice if it becomes aware of any reason why the Temporary Resource is
unsuitable to carry out the Assignment.
14.4. The Company shall not be liable if the Temporary Resource fails to give the agreed notice, if any, upon terminating the Assignment.
14.5. Either party may terminate the provision of Recruitment Services by the Company at any time by notifying the other party in
writing.
14.6. Any provision of these Terms that expressly or by implication is intended to continue in force on or after termination of the
Recruitment Services shall remain in full force and effect including, without limitation, the validity of any Introduction which was
made by the Company prior to such termination and the Company’s right to charge a Transfer Fee where applicable.
15. LIABILITY
15.1. Whilst the Company shall use reasonable endeavours to Introduce Temporary Resources to the Client, the Company shall not be
liable if it does not Introduce a Temporary Resource.
15.2. The Company shall not be liable for (i) the acts or omissions of any Temporary Resource (ii) any loss, theft or damage to any tools,
materials, equipment or other property issued to or used by the Temporary Resource during the Assignment or (iii) the
performance or non-performance of the Services.
15.3. The Company shall not be liable to the Client for any indirect or consequential losses or for any loss of profit, business, reputation,
or goodwill howsoever arising.
15.4. Subject to clause 15.5, the aggregate liability of the Company to the Client in respect of any claim or series of claims arising out
of or in connection with these Terms, and whether arising in contract, tort (including negligence), breach of statutory duty or
otherwise shall be limited to 10% of the Charges paid by the Client in relation to the relevant Temporary Resource in the three-
month period immediately prior to such claim arising or, if there was no supply of a Temporary Resource or if the claim does not
relate directly to the supply of a Temporary Resource, the sum of £5,000.
15.5. The Company does not limit or exclude liability for death or personal injury arising from its own negligence, for fraud or fraudulent
misrepresentation or for any other claim which may not be limited or excluded by law.
15.6. All warranties, conditions and other terms implied by statute or common law are excluded from these Terms to the fullest extent
permitted by law.
15.7. Any claim which the Client may bring against the Company pursuant to these Terms must be commenced within 12 months of
the date on which the Client becomes aware or should reasonably have become aware of such claim.
15.8. The Client shall indemnify and keep indemnified the Company against all losses, damages, costs, claims (whether actual or
threatened) and fees (including legal fees) suffered or incurred by the Company as a result of the Client’s breach of contract,
negligence (or any other tortious act) or breach of statutory duty.
16. GENERAL PROVISIONS
16.1. The Client shall not assign any of its rights or obligations under these Terms without the written consent of the Company, such
consent not to be unreasonably withheld.
16.2. The Company may assign any monies owing from the Client to a third party including, without limitation, a recruitment finance
or factoring company and, if relevant, these Terms may be enforced by such third party.
16.3. Subject to clauses 16.1 and 16.2, the parties do not intend these Terms to be enforceable by any third party under the Contracts
(Rights of Third Parties) Act 1999.
16.4. If any part of these Terms is determined by a competent authority to be unenforceable to any extent, such part shall, to that
extent, be severed from these Terms, which shall continue to be valid to the fullest extent permitted by law.
16.5. No failure or delay by a party in exercising any right or remedy under these Terms or by law shall constitute a waiver of that or
any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall
preclude or restrict the further exercise of that or any other right or remedy.
16.6. Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of their obligations
under these Terms if such delay or failure result from events, circumstances or causes beyond their reasonable control. In such
circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations.
16.7. For the purposes of the Conduct Regulations, the Company shall act as an employment business when providing Recruitment
Services under these Terms.
16.8. These Terms shall be interpreted in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction
of the Courts of England and Wales in respect of any dispute or claim arising in relation to the construction, interpretation, or
performance of these Terms.