Terms & Conditions

Interpretation 1.1 The definitions and rules of interpretation in this clause apply to these terms and conditions.

“Actual Vacancies”: the Client’s vacant positions as the Client informs SARL from time to time in accordance with this agreement.

“Assignment”: shall have the meaning set out in clause 4.

“AWR 2010”: the Agency Workers Regulations 2010.

“Business Day”: a day other than a Saturday, Sunday or public holiday when banks in London are open for business.

“Client”: the hirer of Temporary Workers from SARL.

“Commencement Date”: shall have the meaning set out in clause 9.

“Conduct Regulations 2003”: the Conduct of Employment Agencies and Employment Business Regulations 2003 (SI 2003/3319).

“Engage”: the employment of a Temporary Worker or engagement directly or indirectly through any employment business other than through SARL (whether for a definite or indefinite period) as a direct result of any Introduction or Assignment to the Client and the terms Engaged or Engagement shall be construed accordingly.

“Extended Assignment”: shall have the meaning set out in clause 5.2.

“Group”: in relation to a company, that company, each and any subsidiary or holding company from time to time of that company, and each and any subsidiary of a holding company of that company.

“Introduce”: the provision to the Client of information by SARL which identifies the Worker and Introduction and Introduced shall be construed accordingly.

“Introduction Date”: the date SARL Introduces the Temporary Worker to the Client.

“Other Qualifying Payments”: any remuneration payable to the Temporary Worker (other than their basic hourly rate), which is not excluded by virtue of regulation 6 of the AWR 2010, such as any overtime, shift premium, commission or any bonus, incentive or rewards which are directly attributable to the amount or quality of work done by a Temporary Worker and are not linked to a financial participation scheme (as defined by the AWR 2010).

“Qualifying Temporary Worker”: any Temporary Worker who at the relevant time is entitled to the rights conferred by regulation 5 of the AWR 2010 and in particular has been provided to the Client (whether by SARL or any third party) for the Qualifying Period.

“Qualifying Period”: means the 12-week qualifying period as defined in regulation 7 of the AWR 2010, subject to regulations 8 and 9 of the AWR 2010.

“Rates Proposal Sheet”: the sheet containing details of the relevant hourly rates for Temporary Workers as provided by SARL to the Client and as updated from time to time and notified in writing by SARL to the Client.

“Relevant Period”: means (a) the period of 8 weeks commencing on the day after the last day on which the Temporary Worker worked for the Client having been supplied by SARL; or (b) the period of 14 weeks commencing on the first day on which the Temporary Worker worked for the Client having been supplied by SARL or 14 weeks from the first day of the most recent Assignment where there has been a break of more than 6 weeks (42 days) since any previous assignment.

“Relevant Terms and Conditions”: the relevant terms and conditions for any particular Qualifying Temporary Worker as defined in regulation 6 of the AWR 2010.

“SARL”: Silver Arrow Recruitment Limited, incorporated and registered in England and Wales with company number 09402858 whose registered office is at The Courtyard, Radway Green, Crewe, CW2 5PR

“Screen”: carry out pre-vetting checks to the level and criteria as notified by SARL to the Client from time to time and Screening shall be construed accordingly.

“Temporary Worker”: a Worker Introduced and supplied by SARL to the Client to provide services to the Client not as an employee of the Client, who is deemed to be an agency worker for the purposes of regulation 3 of the AWR 2010.

“Temporary Worker Fees”: shall have the meaning set out in clause 7.8.

“Territory”: the United Kingdom.

“Transfer Fee”: shall have the meaning set out in clause 5.1.

“TUPE”: the Transfer of Undertakings (Protection of Employment) Regulation 2006 (SI 2006/246).

“Unsatisfactory Temporary Worker”: has the meaning set out in clause 7.2.

“Valid Opt-Out”: means written notification from a company Worker and the individual provided by that company Worker in accordance with regulation 32(9) of the Conduct Regulations 2003, as amended from time to time.

“VAT”: value added tax chargeable under the Value Added Tax Act 1994.

“Worker”: an individual worker, or, where the worker is a company or other legal entity including the individual worker, as the case may be.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established, and a reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under such statute or statutory provision.

1.5 A reference to writing or written includes fax and e-mail.

1.6 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.7 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Basis of agreement 2.1 These terms together with the Rates Proposal Sheet set out the agreement between SARL and the Client for the supply of Temporary Workers by SARL to the Client. For the purposes of the Conduct Regulations 2003, SARL acts as an employment business in relation to the Introduction and supply of Temporary Workers pursuant to this agreement.

3. Obligations of SARL 3.1 SARL agrees to search, in the Territory, for Workers for the Client as Temporary Workers who meet the Client’s criteria for the Actual Vacancies.

3.2 SARL agrees to Screen all Workers and Introduce to the Client only Workers who meet the minimum criteria for the position as set out by the Client in accordance with clause 4. SARL will only Introduce Workers who have the right to work in the Territory.

3.3 SARL will take all reasonably practicable steps to obtain, and offer to provide copies of references, driving licences and permits of Temporary Workers, subject to clauses 4.2 and 4.3.

3.4 Prior to the commencement of the Assignment, SARL will send the Client written confirmation of:

• the identity of the Temporary Worker; • the hourly rate charged by SARL in accordance with clause 7.8; • any notice period to terminate the contract; and • the intervals at which invoices shall be rendered to the Client by SARL.

3.5 SARL shall, where relevant, inform the Client whether it holds a Valid Opt Out for each Temporary Worker whom it Introduces to the Client.

4. Client’s obligations 4.1 When making a request for the provision of a Temporary Worker to perform certain services (“Assignment”), the Client will give SARL details of:

the date on which the Client requires the Temporary Worker to commence work and the duration, or likely duration, of the work;

the position which the Client seeks to fill, including the type of work the Temporary Worker in that position would be required to do, the location at which, and the hours during which, the Temporary Worker would be required to work, and any risk to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;

the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law, or by any professional body, for the Temporary Worker to possess in order to work in the position; and

any information reasonably required by SARL in order for SARL to fulfil its obligations under the AWR 2010.

4.2 It is the Client’s direct responsibility to comply with all statutory duties which are applicable to the Temporary Workers including all legal requirements to which it is subject in relation to its own employees including those in respect of driving licences and permits, drivers’ hours and records, the issue and collection of tachograph discs, the maintenance and safety of vehicles, health and safety regulations and all relevant insurances including but not limited to public liability, employer’s liability, professional indemnity, property insurance and fully comprehensive insurance for all the vehicles to be driven by Temporary Workers and their contents.

4.3 The Client shall on request permit SARL to inspect its Operator’s Licence, and insurance policies, certificates and proof of premium payments in relation to the insurances detailed in clause 4.2.

5. Transfer Fee 5.1 The Client shall be liable to pay a Transfer Fee if the Client Engages a Temporary Worker Introduced by SARL other than via SARL or introduces the Temporary Worker to a third party and such introduction results in an Engagement of the Temporary Worker by the third party other than via SARL and:

5.1.1. Where the Temporary Worker has been supplied by SARL such Engagement takes place during the Assignment or within the Relevant Period; or

5.1.2. Where the Temporary Worker has not been supplied, such Engagement takes place within 180 days from the Introduction Date to the Client; or

5.1.3 Where the Temporary Worker has not been supplied and the Client introduces the Temporary Worker to a third party who engages the Temporary Worker directly, such Engagement takes place within 180 days from the Introduction Date to the Client.

The Client will pay SARL the Transfer Fee at the rate set out in clause 6.

5.2 The Transfer Fee will not be payable if the Client gives one week’s written notice to SARL that it intends to hire the Temporary Worker for a period of thirteen weeks through SARL (“Extended Assignment”) before it Engages the Temporary Worker other than through SARL.

5.3 Where the Client decides (in accordance with clause 5.2) to have the Temporary Worker supplied by SARL for the Extended Assignment:

the Temporary Worker Fees payable by the Client during the Extended Assignment shall be those applicable immediately before SARL received the Client’s notice of election;

the terms of engagement of the Temporary Worker during the Extended Assignment shall be the same as or no less favourable than those applicable immediately before SARL received the Client’s notice of election;

at the end of the Extended Assignment, the Client may Engage the Temporary Worker without paying the Transfer Fee;

if the Client chooses an Extended Assignment, but: (i) engages the Temporary Worker before the end of the Extended Assignment; (ii) fails to comply with clause 5.30 or 5.30; or (iii) SARL is unable to provide the Temporary Worker for a reason outside its control for some or all of the period of the Extended Assignment and the Temporary Worker is subsequently engaged by the Client within the Relevant Period, the Transfer Fee will be charged by SARL, reduced proportionately to reflect the amount of the Extended Assignment paid for by the Client

5.4 Where prior to a Temporary Worker being Engaged the Client notifies SARL in writing that such Engagement is of a fixed term of less than 12 months:

SARL may in its absolute discretion reduce the Transfer Fee on a pro rata basis according to the length of the Engagement;

should such Engagement be extended or the Temporary Worker re-Engaged within 12 months from the commencement of the initial Engagement SARL reserves the right to charge and be paid the balance of the Transfer Fee; and

if the Engagement is terminated before the expiry of the fixed term no refund of the Transfer Fee paid shall be made by SARL.

6. Calculation of Transfer Fee 6.1 If a Transfer Fee is payable in accordance with clause 5, it shall be calculated as either 10% of the remuneration (as defined in clause 6.2 payable to the Temporary Worker during the first 12 months of the Engagement or, if the actual amount of the remuneration is not advised in writing to SARL with such evidence as it may reasonably require, the Transfer Fee shall be calculated as 200 x the lowest hourly fee set out in the Rates Proposal Sheet at the date the Client notifies SARL of its intention to Engage the Temporary Worker or the date SARL becomes aware of the Engagement.

6.2 For the purpose of clause 6.1, “remuneration” shall be defined as the total of gross salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Temporary Worker for services provided to or on behalf of the Client or any third party. Where a company car is provided, a notional amount of £5,000 will be added to the salary in order to calculate SARL’s fee.

7. Temporary workers 7.1 SARL shall notify the Client immediately if it believes that any Temporary Worker is unsuitable for the Assignment or becomes aware of any matter that indicates that a Temporary Worker may be unsuitable for the Assignment or is inconsistent with any information previously provided including where a Temporary Worker ceases to have the appropriate skills, approvals or a right to work in the United Kingdom.

7.2 If the Client decides that a Temporary Worker is unsuitable to perform the Assignment (an “Unsatisfactory Temporary Worker”), then the Client shall notify SARL in writing of that fact giving the grounds for its dissatisfaction with the Unsatisfactory Temporary Worker.

7.3 If the Client notifies SARL of an Unsatisfactory Temporary Worker in accordance with clause 7.2:

within 4 hours of the commencement of the Assignment where the Assignment is more than 8 hours or 2 hours for an Assignment which is 8 hours or less, then the Assignment will immediately terminate and no Temporary Worker Fees shall be payable, and

in all other cases the Assignment shall terminate at the end of the day on which SARL was notified, and Temporary Worker Fees shall be payable up to the date of such termination.

7.4 Temporary Workers are under the supervision, direction, and control of the Client during an Assignment and the Client is responsible for all acts, errors and omissions of the Temporary Workers on Assignments whether wilful, negligent or otherwise to the same extent that it is responsible for the acts, errors and omissions of its employees.

7.5 SARL may terminate an Assignment at any time, using reasonable endeavours to give as much notice as possible and to find an alternative Temporary Worker for the Assignment, but shall not be liable to the Client for any direct or indirect losses incurred as a result of a termination of an Assignment whether before or during such Assignment.

7.6 The Client may cancel an Assignment by giving at least four (4) hours notice. SARL reserves the right to charge a cancellation fee of 8 hours at the rate applicable in the Rates Proposal Sheet if such notice is not given.

7.7 The Client reserves the right to change its requirements at any time before the commencement of the Assignment without any liability of the Client to SARL whatsoever, save for the payment of Temporary Worker Fees due and payable for services already performed and any Transfer Fee which may become due. Such cancellation or amendment shall be effective immediately upon the giving by the Client of notice to SARL (which may be given by e-mail or in writing).

7.8 The Client will pay SARL Temporary Worker Fees in respect of Temporary Workers as set out in the Rates Proposal Sheet (“Temporary Worker Fees”). The Temporary Worker Fees comprise the Temporary Worker’s pay and holiday pay, and include employer’s National Insurance contributions, any additional statutory entitlements that the Temporary Worker is or may become entitled to, and any travel, hotel or other expenses as agreed with the Client or, if there is no such agreement, such expenses as are reasonable, or the invoice for services from the service company of the Temporary Worker, and SARL’s commission.

7.9 When booking a Temporary Worker for an Assignment, SARL shall advise the Client of the agreed Temporary Worker Fees for that Temporary Worker. The following conditions apply to the Temporary Worker Fees:

they are calculated according to the number of hours worked by the Temporary Worker (to the nearest quarter hour);

the minimum period of any Assignment shall be eight hours;

time sheets and expenses claims shall be submitted to SARL’s online system or such other system as required by SARL from time to time. Temporary Workers shall submit their time sheets and expenses claims to SARL on a weekly basis by Sunday of each week. The Client shall have access to such time sheets and expenses claims to approve or raise queries until 5pm on Tuesday the following week (the Deadline). Approved time sheets (Approved) shall be processed for invoicing. If the Client does not raise any queries the Deadline then the time sheets and expenses shall be deemed approved (Deemed Approved) and processed for invoicing. If the Client disputes the hours or expenses claimed, the Client shall inform SARL as soon as is reasonably practicable (before the Deadline) and shall co-operate fully and in a timely fashion with SARL to enable SARL to establish what hours, if any, were worked by the Temporary Worker. Failure to approve time sheets and expenses claims does not absolve the Client of its obligation to pay the Temporary Worker Fees in respect of the hours actually worked;

The Client is unable to dispute invoices accurately raised on the basis of Approved and Deemed Approved time sheets and the Temporary Worker Fees. Such invoices must be paid in accordance with the invoice terms. The Client is only able to dispute time sheets and expenses up to the point of the Deadline.

it is acknowledged that the Client shall not decline to sign a time sheet on the basis that it is dissatisfied with the work performed by the Temporary Worker. In cases of unsuitable or unsatisfactory work the provisions of clause 7.2 shall apply;

failure by the Temporary Worker to return completed tachograph charts to the Client is not a reason for declining to sign time sheets or for non-payment of invoices;

the timing and payment of invoices are set out in the Rate Proposal Sheet, and time for payment is of the essence;

for the avoidance of doubt, the Client shall not be required to pay Temporary Worker Fees for any absences (for whatever reason) of a Temporary Worker;

SARL shall not withhold any payment due to a Temporary Worker because of any failure by the Client to pay SARL; and

no increase in the fees payable under this agreement by the Client to SARL may be made without SARL notifying the Client of such in writing.

8. Fees and VAT 8.1 Where applicable, SARL shall charge VAT to the Client, at the prevailing rate, after SARL has provided the Client with a VAT invoice as set out in the Rate Proposal Sheet.

8.2 If the Client fails to make any payment due to SARL under this agreement by the due date for payment, then the Client shall pay interest on the overdue amount (“Late Payment Interest”) in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, and set fees for the cost of recovering late payments in line with the prevailing late payment legislation. Late Payment Interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

9. Term This agreement shall commence on the date a Temporary Worker is first Introduced by SARL to the Client (the “Commencement Date”) and shall continue, unless terminated earlier in accordance with clause 10, until either party gives to the other party seven Business Days notice to terminate this agreement.

10. Default and early termination Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

the other party commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within five Business Days of receipt of notice in writing to do so;

the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of SARL (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of the other party;

a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 0 to clause 0 (inclusive); or

the other party suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business.

11. Effect of early termination 11.1 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

11.2 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

12. Audit and record-keeping SARL shall keep and maintain until one year after the agreement has been completed, or as long a period as may be agreed between the parties, full and accurate records of the agreement including, in particular:

the services provided by SARL under this agreement;

all payments made by the Client in relation to and under this agreement including expenses and payments to Temporary Workers;

the terms on which it or any sub-contractors engage any Temporary Workers; and

the Screening undertaken on any Temporary Workers.

SARL shall on request provide the Client or the Client’s representatives such access, on reasonable notice and within normal working hours, to those records as may be reasonably required in connection with this agreement.

13. Indemnities and insurance 13.1 The Client shall protect, indemnify, defend and hold harmless SARL and its successors and to the extent required from time to time by SARL (or its successors) its offices, agents, and employees, from and against any and all expenses, damages, claims (whether valid or invalid and whether deemed alleged or upheld), suits, losses, actions, judgments, liabilities, and costs whatsoever (including legal fees on a full indemnity basis) (“Losses”) arising out of, connected with, or resulting from:

the Client’s negligence, misrepresentation or the breach of any obligation to be performed by the Client under this agreement;

any injury to property or person arising out of the use of a motor vehicle by a Temporary Worker; and

the Client’s engagement of the Temporary Worker whether during the Assignment or otherwise.

13.2 SARL shall Indemnify the Client against all liabilities arising out of or in connection with any termination of this agreement from any transfer or deemed or alleged transfer by operation of law of any of SARL’s employees or any Temporary Worker including in respect of TUPE.

13.3 SARL shall ensure that Temporary Workers are contractually obliged to comply with:

all relevant statutes, laws, regulations and codes of practice from time to time in force in the performance of an Assignment and applicable to the Client’s business;

the Client’s health and safety policy whilst the Temporary Workers are on the Client’s premises or any of the Client’s customers’ or suppliers’ or agents’ (direct or indirect) premises; and

a restriction not to disclose any confidential information of the Client or any of the Client’s customers or suppliers or agents (direct or indirect), which they may acquire during the course of the Assignment.

13.4 Whilst every effort is made by SARL to give satisfaction to the Client by ensuring reasonable standards of skills, integrity and reliability from the Temporary Workers and to provide them in accordance with the Client’s booking, SARL will not accept any liability for any loss, damage, costs or expenses (whether direct, indirect, consequential or special) suffered or incurred by the Client in relation to any failure to provide a particular Temporary Worker for all or part of the booking period, or for the negligence, dishonesty, misconduct or lack of skill of the Temporary Worker provided.

13.5 Prior to the commencement of any work by a Qualifying Temporary Worker in relation to an Assignment, or by a Temporary Worker who during the course of work on that Assignment will become a Qualifying Temporary Worker, SARL shall notify the Client of this fact, and agree with the Client the applicable Temporary Worker Fees, including any Other Qualifying Payments which may be payable.

13.6 SARL shall and shall ensure that it and any other sub-contractor or intermediary shall at all times comply with their obligations under the AWR 2010, including but not limited to providing any Qualifying Temporary Worker with the Relevant Terms and Conditions in accordance with regulation 5.

13.7 The Client shall at all times comply with its obligations under the AWR 2010, including but not limited to providing any Temporary Workers with access to collective facilities and amenities and employment opportunities subject to and in accordance with regulation 12 and 13 of the AWR 2010.

13.8 In the event that either party receives an allegation by any Temporary Worker that there has been a breach of the AWR 2010 in relation to the supply of that person to the Client by SARL (whether that allegation has been made as a request for information under regulation 16 of the AWR 2010 or otherwise), it shall provide a copy of that allegation to the other party within seven days of receipt. The parties shall co-operate with each other in relation to responding to that allegation, which shall include supplying any information which may be reasonably requested by the other party, and complying with any reasonable requests in relation to the contents of any response.

13.9 SARL will within seven days of receiving a written request from the Client provide to it: the number of Temporary Workers currently being supplied to the Client; the parts of the Client’s undertaking in which those Temporary Workers are working; and the type of work those Temporary Workers are carrying out; together with any other information which the Client may reasonably request in relation to any payments made by SARL, its sub-contractors or any other intermediaries to any Temporary Workers, in order to ensure compliance with the AWR 2010.

13.10 For the avoidance of doubt SARL does not provide driver negligence insurance of any kind under this Agreement. At the Client’s request SARL can provide driver negligence cover in accordance with the terms of SARL’s insurance policy, for which SARL may raise an extra charge. The Client shall sign any agreement required by SARL and/or its insurer in relation to such insurance.

13.11 The provisions of this clause 13 shall survive termination of this agreement.

14. Confidentiality 14.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 14.2.

14.2 Each party may disclose the other party’s confidential information: to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 14; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.

15. Data Protection Compliance To the extent that any data or information belonging to the Client is personal data within the meaning of the Data Protection Act 2018 equivalent legislation in the territory:

SARL will process such data and information only in accordance with the Client’s instructions;

SARL will not transmit such data and information to a country or territory outside the European Economic Area without the Client’s prior express written consent; and

SARL will take such technical and organisational measures against unauthorised or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate to the Client as data controller.

16. Warranties 16.1 Each party warrants that it does and it shall comply with the all relevant statutes, laws, regulations and codes of practice from time to time in force in the relevant Territory.

16.2 Each party warrants that it has full capacity and authority to enter into and perform this agreement.

17. Non-solicitation The parties agree that neither of them will either on their own account or in partnership or association with any person, firm, company or organisation, or otherwise and whether directly or indirectly during, or for a period of six months from, the end of the term of this agreement, solicit or entice away or attempt to entice away or authorise the taking of such action by any other person, any key executive of the other party who has worked on the services provided under this agreement at any time during the term of this agreement.

18. Notices 18.1 Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be: delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or by email to the email address provided by a party for such purposes.

18.2 Any notice or communication shall be deemed to have been received:

if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.

if sent by fax or email, at 9.00 am on the next Business Day after transmission.

18.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

19. Miscellaneous 19.1 Announcements: No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction

19.2 Assignment and other dealings: Subject to clause 19.3, neither party shall assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

19.3 SARL shall not sub-contract or delegate in any manner any or all of its obligations under this agreement to any third party or agent without the prior written consent of the Client

19.4 No partnership or agency: Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

19.5 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

19.6 Entire agreement: This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.7 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

19.8 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

19.9 Third party rights: No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

19.10 Governing law: This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

19.11 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non- contractual disputes or claims).

19.12 Force majeure: Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations

19.13 Severance: 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.

19.14 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

20. GDPR

Appendix 1

PERSONAL DATA PROTECTION

You undertake to comply with regulations in force on processing of personal data and in particular with Regulation no.2016/679 (General Data Protection Regulation), (the “GDPR”). The terms used in this article shall have the meaning given to them in Article 4 of the GDPR.

When you process personal data on behalf of the data controller, you in your capacity as a data processor represent and warrant that you:

· will only act on « documented instructions » of data controller (understood notably as the provisions of this Agreement and the potential subsequent order(s), hereinafter the “Order(s)”, which describe the subject-matter, duration, and purposes of the processing of personal data, as well as the type of personal data and the categories of data subjects), including for data transfers to a third party (set out in Appendix 2). You will immediately inform the data controller if, is in your opinion, one of these instructions infringes the GDPR; · will not use the personal data on your own behalf, or for purposes other than those of the execution of the Agreement; · will not communicate, nor transfer the personal data to unauthorised third parties; · on the data controller’s request, will collaborate closely for the completion of any formality or data protection impact assessment or consultation of the authorities relating to the processing in relation to the Agreement and notably assist the data controller in the event of a request for information or inspection from the competent authorities; furthermore, you will inform the data controller of any request or inspection carried out by an authority that it is subject to; · will not communicate at any time the personal data to a government entity or any other authority including under legal or regulatory requisition without notifying the data controller beforehand, unless it is obligated to proceed by virtue of European Union law or the law of the Member State to which you are subject. You shall then inform the data controller of this legal obligation before the processing, unless the law concerned prohibits such information for important grounds of public interest subject to compliance with Article 48 of the GDPR;

· only engage the services of another sub-processor under the following conditions: – a list of the sub-processors performing any processing in relation to the Agreement is kept up to date by you. Furthermore, you undertake to provide to the data controller the necessary information concerning its sub-processors before placing each Order concerned; – any change in this list must be notified to the data controller beforehand at least three (3) months before this change comes into effect; – the data controller can oppose the recourse to a new sub-processor by informing you by any means fifteen (15) days before the change comes into effect. In this case, you will then propose another sub-processor or maintain the sub-processor that had been appointed by implementing, where applicable, the corrective measures requested by the data controller. If none of these possibilities is conceivable, you will cease to engage this sub-processor or the data controller can terminate all or part of the Agreement that require calling on this sub-processor; – a contract is concluded by you with its sub-processor including obligations at least equivalent to those to which you are bound, with it being recalled that you remain fully liable towards the data controller for the performance of the obligations incumbent upon its sub-processors. · will collaborate with and assist the data controller, by implementing technical and organisational measures appropriate to the nature of the processing, in order to respond to the requests of the persons concerned (data subjects) with a view to exercising their rights provided for by the GDPR; · will provide to the data controller all the information and any assistance required for the fulfilment of its obligations under GDPR generally but specifically in relation to data security; · will implement all the technical and organisational measures in order to ensure: – the physical and logical security of the personal data against any intentional or unintentional breach, notably the measures required by virtue of GDPR and such as is described in the Agreement and, where applicable, completed by the Order concerned and approved by the data controller; – the confidentiality of the personal data, by ensuring that the persons authorised to process the data undertake to comply with confidentiality obligations, pursuant, at least, to the provisions of the Agreement, in order to guarantee a level of security adapted to the risk and that the said authorised persons receive in this regard the necessary training; · will inform the data controller or its preferred contact of any personal data breach immediately and at the latest within twenty-four (24) hours after becoming aware of it and takes all the measures required to rectify it as soon as possible. In this regard, you will: – keep the data controller informed as and when actions are implemented; – refrain from communicating on the incident unless otherwise requested by the data controller; – assist the data controller, in implementing actions intended to put an end to this incident, to repair the related damages and to avoid it from happening again; – provide to the data controller the information enabling it to comply with its notification obligations to the Information Commissioner Office (ICO) or any other competent authority under the GDPR; – on the data controller’s request carries out actions to inform/communicate to the persons concerned within a time period compatible with the data controller’s obligations. · at the end of the Agreement relating to the processing, or on the data controller’s request and on the latter’s choice, return all the personal data to the data controller on the medium and in the format agreed or delete such personal data as well as the existing copies, unless European Union law or the law of the Member State requires storage of personal data. This return and/or destruction will give rise to the drawing up of a dated and signed report, sent to the data controller; · will provide to the data controller all the information required to enable the performance of audits and inspections, by the data controller or another auditor that the data controller has contracted, and contributes to these audits, by virtue of Article 28 of the GDPR.

YOU SHALL IMMEDIATELY ON DEMAND FULLY INDEMNIFY SILVER ARROW RECRUITMENT LIMITED FROM AND KEEP IT FULLY INDEMNIFIED AGAINST ALL COSTS, CLAIMS, DEMANDS, EXPENSES (INCLUDING LEGAL COSTS AND DISBURSEMENTS ON A FULL INDEMNITY BASIS), LOSSES (INCLUDING INDIRECT LOSSES, LOSS OR CORRUPTION OF DATA, LOSS OF REPUTATION, GOODWILL AND PROFITS), ACTIONS, PROCEEDINGS AND LIABILITIES OF WHATEVER NATURE ARISING FROM OR INCURRED BY SILVER ARROW RECRUITMENT LIMITED OR ITS AFFILIATES ARISING FROM ANY ACT OR OMISSION BY YOU IN PROCESSING PERSONAL DATA OR THROUGH BREACH OF THIS AGREEMENT OR BREACH OF GDPR OBLIGATIONS. FOR THE AVOIDANCE OF DOUBT, THIS CLAUSE SHALL APPLY IF THE INFORMATION COMMISSIONERS OFFICE (ICO) OR ANY OTHER COMPETENT AUTHORITY IMPOSES A FINE OR PENALTY ON SILVER ARROW RECRUITMENT LIMITED AND/OR A DATA SUBJECT CLAIMS COMPENSATION FROM SILVER ARROW RECRUITMENT LIMITED RESULTING FROM ANY ACT OR OMISSION BY YOU IN PROCESSING THE PERSONAL DATA.

CLAIMS MEANS ANY CLAIM, DEMAND, CAUSE OF ACTION, PROCEEDINGS, JUDGMENTS, AWARD (INCLUDING REASONABLE LEGAL FEES, COSTS AND EXPENSES AND REASONABLE SUMS PAID BY WAY OF SETTLEMENT OR COMPROMISE), LIABILITY, LOSS, EXPENSE, PENALTY, FINE AND DAMAGES AND THE LIKE ARISING FROM, RELATING TO, OR IN CONNECTION WITH THE PERFORMANCE, MIS-PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OR OBLIGATIONS UNDER GDPR.

You undertake not to transfer the personal data to a country outside of the European Economic Area not offering « adequate protection » in accordance with GDPR, unless expressly authorised by the data controller. It is specified that on the date of execution of the Agreement or of the Order the data controller authorises the transfer towards the sub-processors communicated by you prior to the start of the Order. If you want to modify this list, it must only occur in compliance with the terms set out above. You undertake that its sub-processor(s) execute(s) the standard contractual clauses adopted by the European Commission.

You undertake to immediately implement any change in the GDPR giving rise to the strengthening of the aforementioned obligations.

APPENDIX 2 – ORDERS (PROCESSING, PERSONAL DATA AND DATA SUBJECTS)

1. Processing by the Provider · Provision of the services by the data processor as specified in the service level agreement

2. Scope · In connection with the data processor’s delivery of the main services to the data controller, the processor will process certain categories and types of personal data on behalf of the data controller

3. Nature · Refer to service scope

4. Purpose of processing · Legitimate business purposes · To communicate efficiently and enable business contracts to continue

5. Duration of the processing · As per agreed contract with Silver Arrow Recruitment Limited

6. Types of personal data · Contact details and financial data

7. Categories of data subject · Business contacts and employee