<p style="text-align: center; font-size: 24px;"><span style="color: #1f497d;">Terms of Business &amp; Credit Account Application for the Supply of Agency</span>
<span style="color: #1f497d;"> Workers and or Intermediaries</span></p>
<span style="text-decoration: underline;"><strong><span style="color: #1f497d; text-decoration: underline;">Parties</span></strong></span>

Zodeq2 Limited, a company incorporated in England and Wales with registered number 10369678 whose registered office is at 1st Floor, The Exchange, 1 St John Street, Cheshire, United Kingdom, CH1 1DA (‘’<strong>Employment Business</strong>’’); and

<strong>(Client name)</strong>, a company incorporated in England and Wales with registered number <strong>(Client registration number)</strong>, whose registered office is at <strong>(Client address)</strong> (‘’<strong>the Client</strong>’’)

Fenix Recruitment Limited, whose office is at 20 Church Road, Hanham, Bristol, BS15 3AB (‘’<strong>the introducer</strong>’’)

<span style="text-decoration: underline; color: #1f497d;"><strong>BACKGROUND</strong></span>
<ol style="list-style-type: upper-alpha;">
 	<li>The Client wishes to be provided with Temporary Workers and is a client of the Introducer.</li>
 	<li>The Introducer and Zodeq2 Limited have an arrangement in place whereby Zodeq2 Limited provides Temporary Workers to the Introducers clients in certain circumstances. The Introducer is a Recruitment Agent and is responsible for sourcing and introducing the Temporary Workers.</li>
 	<li>The Client wishes to source and Zodeq has agreed to provide Temporary Workers to the Client on the terms and conditions set out in these Terms.</li>
</ol>
<p style="text-align: center;"><span style="color: #1f497d;">TERMS OF BUSINESS WITH A HIRER FOR THE SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES</span></p>

<ol>
 	<li><span style="color: #1f497d;"><strong>DEFINITIONS AND INTERPRETATION</strong></span>
<div>1.1 In these Terms the following definitions apply:</div>
<table border="0">
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<td valign="top"><strong>“Agency Worker”</strong></td>
<td valign="top">means the individual who is Introduced by the Employment Business to provide services to the Hirer; and/or any officer, employee, worker, or representative of the Intermediary supplied to provide the Assignment.</td>
</tr>
<tr>
<td valign="top"><strong>“Agency Workers Regulations”</strong></td>
<td valign="top">means the Agency Workers Regulations 2010;</td>
</tr>
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<td valign="top"><strong>“Assignment”</strong></td>
<td valign="top">means assignment or intermediary services to be performed by the Agency Worker and/or Intermediary for the Hirer for a period of time during which the Agency Worker and/or the Intermediary is supplied by the Employment Business to work temporarily for and under the supervision and direction of the Hirer;</td>
</tr>
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<td valign="top"><strong>“Assignment Details Form”</strong></td>
<td valign="top">means written confirmation of the assignment details agreed with the Hirer prior to commencement of the Assignment;</td>
</tr>
<tr>
<td valign="top"><strong>“AWR Claim”</strong></td>
<td valign="top">means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the Agency Workers Regulations;</td>
</tr>
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<td valign="top"><strong>“Calendar Week”</strong></td>
<td valign="top">means any period of seven days starting with the same day as the first day of the First Assignment;</td>
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<td valign="top"><strong>“Charges”</strong></td>
<td valign="top">means the hourly charges of the Employment Business calculated in accordance with clause 6.1 and as may be varied from time to time in accordance with these Terms;</td>
</tr>
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<td valign="top"><strong>“Conduct Regulations”</strong></td>
<td valign="top">means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;</td>
</tr>
<tr>
<td valign="top"><strong>“Confidential Information”</strong></td>
<td valign="top">means any and all confidential commercial, financial, marketing, technical or other information or data of whatever nature relating to the Hirer or Employment Business or their business or affairs (including but not limited to these Terms, data, records, reports, agreements, software, programs, specifications, know-how, trade secrets and other information concerning the Assignment) in any form or medium whether disclosed or granted access to whether in writing, orally or by any other means, provided to the Agency Worker, Intermediary or any third party in relation to the Assignment by the Hirer or the Employment Business or by a third party on behalf of the Hirer whether before or after the date of these Terms together with any reproductions of such information in any form or medium or any part(s) of such information;</td>
</tr>
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<td valign="top"><strong>“Control”</strong></td>
<td valign="top">means (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and "Controls" and "Controlled" shall be construed accordingly;</td>
</tr>
<tr>
<td valign="top"><strong>“Data Protection Laws”</strong></td>
<td valign="top">means the Data Protection Act 1998, any applicable statutory or regulatory provisions and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data;</td>
</tr>
<tr>
<td valign="top"><strong>“Employment Business”</strong></td>
<td valign="top">Zodeq2 Limited. (Registered Company No.10369678) whose registered office is at 1<sup>st</sup> Floor, The Exchange, 1<sup>St</sup> John Street, CH1 1DA.</td>
</tr>
<tr>
<td valign="top"><strong>“Engagement”</strong></td>
<td valign="top">means the engagement, employment or use of the Agency Worker and/or the Intermediary's services or the services of any Agency Worker and/or Intermediary by the Hirer or any third party to whom the Intermediary and/or any Agency Worker has been introduced by the Hirer, directly or indirectly, on a permanent or temporary basis, whether under a contract of service or for services, and/or through a company of which the Intermediary is an officer, employee or other representative, an agency, license, franchise or partnership arrangement, or any other engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;</td>
</tr>
<tr>
<td valign="top"><strong>“Hirer”</strong></td>
<td valign="top">means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Agency Worker and/or Intermediary is Introduced;</td>
</tr>
<tr>
<td valign="top"><strong>“Hirer's Group”</strong></td>
<td valign="top">means (a) any individual, company, partnership, statutory body or other entity which from time to time Controls the Hirer, including (but not limited to) as a holding company as defined in section 1159 of the Companies Act 2006; and (b) any company, partnership, statutory body or other entity which from time to time is Controlled by or is under common Control with the Hirer, including (but not limited to) as a subsidiary or holding company as defined in section 1159 of the Companies Act 2006;</td>
</tr>
<tr>
<td valign="top"><strong>“Intermediary”</strong></td>
<td valign="top">means the self employed person, firm or corporate body Introduced to the Hirer by the Employment Business to carry out an Assignment;</td>
</tr>
<tr>
<td valign="top"><strong>“Introduction”</strong></td>
<td valign="top">means (i) the passing to the Hirer of a curriculum vitae or information which identifies the Intermediary and/or Agency Worker; or (ii) the Hirer’s interview of an Intermediary and/or Agency Worker  (in person or by telephone or by any other means), following the Hirer’s instruction to the Employment Business to supply an Intermediary and/or Agency Worker; or (iii) the supply of the Agency Worker and/or Intermediary; and, in any case, which leads to an Engagement of the Intermediary and/or the Agency Worker; and “Introduces”, “Introduced” and "Introducing" shall be construed accordingly;</td>
</tr>
<tr>
<td valign="top"><strong>“Losses”</strong></td>
<td valign="top">means all losses, liabilities, damages, costs, expenses whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands;</td>
</tr>
<tr>
<td valign="top"><strong>“Period of Extended Hire”</strong></td>
<td valign="top">means any additional period that the Hirer wishes the Agency Worker and/or Intermediary to be supplied for beyond the duration of the original Assignment or series of Assignments as an alternative to paying a Transfer Fee;</td>
</tr>
<tr>
<td valign="top"><strong>“Relevant Period”</strong></td>
<td valign="top">means (a) the period of 8 weeks commencing on the day after the <u>last</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business; or (b) the period of 14 weeks commencing on the <u>first</u> day on which the Agency Worker worked for the Hirer having been supplied by the Employment Business  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;</td>
</tr>
<tr>
<td valign="top"><strong>“Relevant Terms and Conditions”</strong></td>
<td valign="top">means terms and conditions relating to:
<ol style="list-style-type: lower-alpha;">
 	<li>pay;</li>
 	<li>the duration of working time;</li>
 	<li>night work;</li>
 	<li>rest periods;</li>
 	<li>rest breaks; and</li>
 	<li>annual leave</li>
</ol>
that are ordinarily included in the contracts of employees or workers (as appropriate) of the Hirer whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;</td>
</tr>
<tr>
<td valign="top"><strong>“Remuneration”</strong></td>
<td valign="top">includes gross base 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 Agency Worker and/or Intermediary for services provided to or on behalf of the Hirer or any third party. Where a company car is provided, a notional amount of £4,000 will be added to the salary in order to calculate the Employment Business' fee;</td>
</tr>
<tr>
<td valign="top"><strong>“Terms”</strong></td>
<td valign="top">means these terms of business (including the attached schedules) together with any applicable Assignment Details Form and Credit application form;</td>
</tr>
<tr>
<td valign="top"><strong>“Transfer Fee”</strong></td>
<td valign="top">means the fee payable in accordance with clause 8 of these Terms and Regulation 10 of the Conduct Regulations;</td>
</tr>
<tr>
<td valign="top"><strong>“Vulnerable Person”</strong></td>
<td valign="top">means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen; and</td>
</tr>
<tr>
<td valign="top"><strong>“Working Time Regulations”</strong></td>
<td valign="top">means the Working Time Regulations 1998.</td>
</tr>
</tbody>
</table>
1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.

1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.

1.4 Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of these Terms) and all subordinate legislation made (before or after these Terms) under it from time to time.</li>
 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>THE CONTRACT
</strong></span></span>2.1. These Terms constitute the contract between the Employment Business and the Hirer for the supply of the Intermediary’s and/or Agency Worker’s services by the Employment Business to the Hirer and are deemed to be accepted by the Hirer by virtue of its request for, interview with or Engagement of the Intermediary and /or Agency Worker, or the passing of any information by the Hirer about an Intermediary and/or Agency Worker to any third party following an Introduction.2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Employment Business, these Terms prevail over any terms of business or purchase conditions (or similar) put forward by the Hirer.

2.3.  Subject to clause 6.2, no variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a Director of the Employment Business and the Hirer and are set out in writing and a copy of the varied Terms is given to the Hirer stating the date on or after which such varied Terms shall apply.

2.4. The Employment Business shall act as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when Introducing Intermediaries and/or Agency Workers for Assignments with the Hirer.</li>
 	<li><span style="color: #1f497d;"><span style="color: #1f497d;"><strong>HIRER OBLIGATIONS
</strong></span></span>3.1.  To enable the Employment Business to comply with its obligations under the Conduct Regulations the Hirer undertakes to provide to the Employment Business details of the position which the Hirer seeks to fill, including the following:

&nbsp;

3.1.1.     the type of work that the Agency Worker and/or Intermediary would be required to do;

&nbsp;

3.1.2.     the location and hours of work;

&nbsp;

3.1.3.     the experience, training, qualifications and any authorisation which the Hirer considers necessary or which are required by law or any professional body for the Agency Worker and/or Intermediary to possess in order to work in the position;
3.1.4.     any risks to health or safety known to the Hirer and what steps the Hirer has taken to prevent or control such risks;

&nbsp;

3.1.5.     the date the Hirer requires the Agency Worker and/or Intermediary to commence the Assignment;

&nbsp;

3.1.6.     the duration or likely duration of the Assignment.

&nbsp;

3.2.         The Hirer will assist the Employment Business in complying with the Employment Business' duties under the Working Time Regulations by supplying any relevant information about the Assignment requested by the Employment Business and the Hirer will not do anything to cause the Employment Business to be in breach of its obligations under these Regulations. If the Hirer requires the services of an Agency Worker for more than 48 hours in any week during the course of an Assignment, the Hirer must notify the Employment Business of this requirement before the commencement of the Assignment or at the very latest, where this is not reasonably practicable, before the commencement of the week in which the Hirer requires the Agency Worker to work in excess of 48 hours.

&nbsp;

3.3.            The Hirer undertakes that it knows of no reason why it would be detrimental to the interests of the Agency Worker for the Agency Worker to fill the Assignment.

<span style="color: #1f497d;"><strong>
</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>AGENCY WORKER REGULATIONS</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>INFORMATION TO BE PROVIDED BY THE EMPLOYMENT BUSINESS TO THE HIRER</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>TIMESHEETS</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>CHARGES</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>PAYMENT OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>TRANSFER FEES</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>SUITABILITY CHECKS AND INFORMATION TO BE PROVIDED IN SPECIAL SITUATIONS</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>SUPPLY OF AGENCY WORKERS AND/OR INTERMEDIARIES AS DRIVERS OF ‘O’ LICENSED VEHICLES (hereinafter called “Drivers”)</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>UNSUITABILITY OF THE AGENCY WORKER AND/OR INTERMEDIARY</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>TERMINATION OF THE ASSIGNMENT</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>CONFIDENTIALITY AND DATA PROTECTION</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>INTELLECTUAL PROPERTY RIGHTS</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>LIABILITY</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>BRIBERY ACT 2010</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>FORCE MAJEURE</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>NOTICES</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>SEVERABILITY</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>PUBLICITY</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>WAIVER</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>NO PARTNERSHIP</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>ACCRUED RIGHTS AND REMEDIES</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>RIGHTS OF THIRD PARTIES</strong></span></li>
 	<li><span style="color: #1f497d;"><strong>GOVERNING LAW AND JURISDICTION</strong></span></li>
</ol>