Our Client Terms

Standard Terms of Business for Introducing
Candidates for Permanent Employment

These terms of business apply in relation to any employment agency services provided Meet Recruitment Limited, a company incorporated in England and Wales (company number 06972871) whose registered office is at Irongate House, 22-30 Dukes Place, London, EC3A 7HX ("Meet") from time to time to any client (the "Client").

It is agreed as follows:

 

1.              Definitions and interpretation

1.1           In this Agreement, unless the context otherwise requires, the following definitions shall apply:

"Agreement" means this agreement between Meet and the Client comprising the terms set out in this document;

"Business Day" means any day (other than Saturday or Sunday) on which clearing banks are open for business in London;

"Candidate" means a person in respect of whom, or in respect of whose skills or services, information is provided by Meet to the Client;

"Candidate Request" means what Meet reasonably deems to be the Client's instruction, request or confirmation to search for a Candidate for a particular position;

"Client's Group" means the Client, any body corporate of which the Client is a subsidiary (as defined in section 1159 of the Companies Act 2006), any other subsidiary of such body corporate and any subsidiary of the Client;

"Data Protection Laws" means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of personal data including: (i) EU Regulation 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"); (ii) the Data Protection Act 2018 ("DPA"); and (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time;

"DP Regulator" means any governmental or regulatory body or authority with responsibility for monitoring or enforcing compliance with the Data Protection Laws;

"Engagement" means any direct or indirect engagement (temporary or permanent), employment or use of a Candidate by the Client, Client's Group or Third Party and "Engage", and "Engaged" shall have corresponding meanings;

"Engagement Date" means the date on which the Candidate begins an Engagement at the Client;

"Enquiry" means any request, complaint, investigation, notice or communication from a Data Subject or a DP Regulator;

"Expenses" means any agreed expenses to be paid by the Client;

"Introduction Fee" means the Relevant Fee Percentage of the Engaged Candidate’s Remuneration;

"Introduction" means the earlier of the following events:

(a)            Meet supplying to the Client, orally or in writing, any information sufficient to identify a Candidate; or

(b)            the Client interviewing the Candidate in person or otherwise

unless in the case of either (a) or (b) (as the case may be) within 72 hours (excluding weekends and bank holidays) of delivery to the Client of that information or within 72 hours of the Client's first interview of the Candidate, the Client notifies Meet in good faith and with supporting evidence that Meet reasonably considers to be sufficient, that the Candidate is already known to it in the context of being available and interested in the relevant vacancy. 'Introduce', 'Introduces' and 'Introduced' shall be construed accordingly;

"Loss" means any demand, contribution, claim, action, proceeding, liability, loss, damage, costs, expenses, tax, national insurance contributions (to the extent permitted by law) and charges and any related penalties, fines or interest whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred (including without limitation all losses, liabilities and costs incurred as a result of defending or settling any claims);

"Re-engage" means during an Engagement, or following the termination of a Candidate's Engagement for a fixed term period (for any reason whatsoever), the Client Engages the Candidate in any position for a further fixed term period. 'Re-engaged' and 'Re-engages' shall be construed accordingly;

"Regulations" means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 as amended;

"Relevant Fee Percentage" as set out in Schedule 1;

"Relevant Rebate Percentage" as set out in Schedule 2;

"Relevant Personal Data" means Personal Data which is shared between the parties in the ordinary course of performance of this Agreement and provision and receipt of the Services, including without limitation the name, date of birth, contact details, current and former job titles, compensation, curriculum vitae, talent management and resume information, interview feedback, documentation required under immigration laws and other Personal Data (including without limitation Special Categories of Data) relating to Candidates;

"Role(s)" means a description of the duties, responsibilities, experience, qualifications and skills that a Candidate will be expected to fulfil;

"Remuneration" means all payments, bonuses, commission, profit sharing, London weighting allowance, where a motor vehicle is provided, this will constitute a payment to the value of £5,000, benefits in kind and any other payment arising from the Engagement and whether payable to the Candidate or to a third party (including, without limitation, a limited company connected with the Candidate) in respect of or referable to the first year of the Engagement, or which would (subject to clause 4.3) have been paid if the Engagement had continued for a year;

"Services" means the employment agency services to be supplied by Meet in relation to filling a Candidate Request;

"Security Breach" means any actual loss, unauthorised or unlawful processing, destruction, damage, or alteration, or unauthorised disclosure of, or access to the Candidate Personal Data;

"Third Party" means any third party to whom the Client provides information concerning a Candidate following an Introduction.

1.2           In this Agreement, the terms "Data Controller", "Data Processor", "Data Subject", "Personal Data", "Special Categories of Data" "process", "processing", "transfer" (in the context of transfers of Personal Data) and "technical and organisational measures" shall have the meanings and otherwise be interpreted in accordance with applicable Data Protection Laws.

1.3           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 this Agreement) and all subordinate legislation made (before or after this Agreement) under it from time to time.

1.4           Where the context permits, words denoting:

(a)            persons shall include bodies corporate and unincorporated associations of persons;

(b)            the singular includes the plural and vice versa; and

(c)            one gender shall include any gender.

1.5           From time to time the Client may require services in relation to vacancies for candidates to work:

(a)            for the Client in, or

(b)            work anywhere that may be agreed but reporting to a division of the Client in another territory (each such service an "International Service" relating to an "International Territory"). Where that is the case the provisions of Schedule 3 shall apply.

2.              Terms

2.1           In the event of any conflict between this Agreement and any other terms and conditions, this Agreement shall prevail unless expressly agreed otherwise in writing by a director of Meet.

2.2           This Agreement supersedes all previous terms and conditions of business in respect of the subject matter of this Agreement whether written, oral or implied.

2.3           A Client will be deemed to have accepted the terms of this Agreement by issuing a Candidate Request to Meet, by downloading a Candidate's CV, by interviewing (whether in person, by telephone, by video link or by using any other media, including without limitation social media), engaging or continuing to Engage a Candidate, or by passing any information about a Candidate to any third party following an Introduction.

2.4           These terms shall apply to any Client who directly or indirectly Engages any Candidate introduced on a temporary or permanent basis (save where such Engagement is via Meet in circumstances where Meet's terms of business as an employment business and/or otherwise as a contractual intermediary apply).

3.              Recruitment obligations

3.1           Save in respect of the authority given under this Agreement neither party has authority to enter into any contract directly with a  Candidate on the other's behalf.

3.2           The Client will notify Meet in writing immediately if at any time during this Agreement or for a period of up to 3 months following an Introduction the Client becomes aware or has reason to believe that a Candidate is not suitable for an Engagement.

4.              Introduction Fee

4.1           The Introduction Fee is the Relevant Fee Percentage of the Engaged Candidate’s Remuneration. The Relevant Fee Percentage in respect of a particular Candidate shall be the Relevant Fee Percentage set out in Schedule 1 or such other Relevant Fee Percentage as may from time to time be notified in writing to the Client provided that such notification occurs prior to the relevant Introduction.

4.2           The Client shall pay Meet the Introduction Fee when a Candidate accepts an Engagement within twelve months of the most recent event constituting an Introduction. The Introduction Fee is still payable if a Candidate is Engaged in a position other than the one originally intended. No charge for work-finding services is made to the Candidate.

4.3           Where an Engagement is agreed in advance to be for a fixed period of 12 months or Meet may, as a concession in its sole discretion, accept that (for the purposes of calculating the Relevant Fee Percentage) the Remuneration shall be calculated as the actual amount agreed to be paid for the fixed period provided that:

(a)            the Client notifies Meet in writing prior to the Engagement Date of the fixed term period and the full amount payable for that period;

(b)            prior to the commencement of the Engagement, Meet has accepted in writing that the Relevant Fee Percentage will be calculated on the basis of the fixed period and not on an annualised basis;

(c)            the Client pays the concessionary sum within fourteen days of the date of Meet's invoice; and

(d)            the Introduction Fee payable in such circumstances shall be as set out in paragraph (b) of Schedule 1.

4.4           Notwithstanding clause 4.3, Meet shall in its sole discretion be entitled to charge a further Introduction Fee when a Candidate is Re-engaged by the Client within a 6-month period. The Client agrees to notify Meet in writing before it Re-engages a Client.

4.5           The Introduction Fee and any other fees are subject to VAT where applicable.

5.              Payment of Fees

5.1           The Client shall immediately notify and confirm the Remuneration (or, to the extent it consists of elements as yet unknown, minimum Remuneration and additional anticipated Remuneration) to Meet on the Engagement of a Candidate following a successful Introduction of a Candidate by Meet to the Client.

5.2           Following the notification of an Engagement of a Candidate to the Client, Meet shall issue to the Client an invoice detailing the Introduction Fee payable by the Client to Meet pursuant to clause 4 above.

5.3           The Client shall pay the Introduction Fee to Meet within fourteen days of the date of the Introduction Fee invoice. If the Introduction Fee is not paid to Meet within this period, Meet shall be entitled to charge interest on any amounts which remain outstanding at the rate of 0.5% of the original amounts each full week until the account is settled.

5.4           To the extent the Remuneration for the relevant period of the Engagement is or will be, in the reasonable opinion of Meet, materially greater than the sum notified in clause 5.1, Meet shall at any time be entitled to charge an additional Introduction Fee in respect of the difference.

6.              Suitability and References

6.1           In accordance with the requirements of the Regulations, Meet will not supply a Candidate to the Client, such that an Engagement starts without first obtaining confirmation of their identity, that they are willing to work in the Role in which the Client wishes to Engage them and that they have the experience, training, qualifications and any authorisation which the Client considers necessary for the Role or which are required by law or any professional body.

6.2           The information which Meet has obtained under clause 6.1 above will be provided to the Client as soon as possible, being not later than required by law.

6.3           Meet will not supply a Candidate to the Client such that an Engagement starts unless it has taken all reasonably practicable steps to ensure that the Client and the Candidate are aware of any requirements imposed by law or any professional body which must be satisfied to enable the Candidate to work in the Role. Meet will also make such enquiries as are reasonably practicable to ensure that it would not be detrimental to the interests of either party for the Candidate to work in the Role.

6.4           To enable Meet  to comply with its obligations under the Regulations, the Client shall provide Meet with sufficient information to enable it to select a suitable Candidate for the Role which must include the date on which the Client requires the Candidate to commence work and (if the Engagement is for a fixed period) the likely duration; the nature of the work, the location, hours and any risks to health and safety known to the Client and the steps taken to control such risks; details of the experience, training, qualifications and any authorisations which the Client considers necessary, or which are required by law or any professional body for the Candidate to possess to work in the Role; details of any Expenses payable.

6.5           The Client will also inform Meet of the minimum rate of Remuneration and (if greater) expected Remuneration and other benefits for the Role, the intervals of pay and the notice required to terminate the Engagement.

6.6           Notwithstanding the above, the Client must satisfy itself as to the suitability of the Candidate and the Client shall take up such references provided to the Client by Meet or the Candidate before engaging the Candidate. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement for medical examinations and/or any investigations into the medical history of the Candidate and satisfying any medical or other requirements, qualifications or permission required by law applicable to the Engagement.

6.7           In accordance with Regulation 22 of the Regulations, where required, Meet will take all reasonably practicable steps to obtain copies of any relevant qualifications or authorisations and two references from persons not related to the Candidate who have agreed that the references they provide may be disclosed to the Client. In accordance with Regulation 22 of the Regulations, where required, Meet shall offer to provide copies of such information to the Client and if it is unable to obtain any of the above information then it shall inform the Client of the steps it has taken to obtain it.

6.8           The Client shall inform Meet if a Role will include or may include working with, or caring for persons under the age of eighteen and/or

7.              Rebate Entitlement

7.1           If the Candidate’s Engagement comes to an end within eight working weeks from the Engagement Date, Meet will pay the Relevant Rebate Percentage within 28 days of being requested to do so or provide a credit note to the Client for the value of the Relevant Rebate Percentage (to be decided at Meet's sole discretion) provided the following conditions are met:

(a)            the Client has given Meet written notice of the termination of the Engagement within 7 days of that termination;

(b)            the Client has fully paid the Introduction Fee in accordance with clauses 4 and 5;

(c)            the Candidate’s Engagement is not terminated by reason of redundancy or re-organisation or change in strategy of the Client or third party or in circumstances which would, in the reasonable opinion of Meet, constitute grounds for  redundancy or unfair dismissal had the relevant  qualifying period elapsed since the Engagement date;

(d)            the Candidate did not leave the Engagement because he/she reasonably believed that the nature of the actual work was substantially different from the information the Client provided prior to the Candidate’s acceptance of the Engagement;

(e)            the Candidate did not leave the Engagement as a result of unlawful discrimination or any other unlawful act against the Candidate;

(f)             the Client has in good faith allowed Meet exclusivity to Introduce a suitable replacement Candidate for the same position and Meet has not, within 28 days of the Client's notification to Meet been able to make an Introduction of a suitable Candidate provided that Meet shall act in good faith and notify the Client as soon as possible if it does not consider it has any reasonable prospect of finding a suitable replacement Candidate;

(g)            if the Candidate’s Engagement is terminated by reason of misconduct, such misconduct was reasonably foreseeable by Meet; and

(h)            the Candidate was not at any time in the 12 months prior to the start of the Engagement employed or engaged (whether on a permanent or contract basis, directly or indirectly) by the Client.

7.2           If within twelve calendar months of the termination of the Engagement the Candidate is Re-Engaged by the Client (other than as a temporary worker provided by Meet) then an Introduction Fee as calculated in clause 4.1 above is payable by the Client to Meet.

7.3           Where the Engagement is terminated with notice the Engagement will be deemed (for the purposes of clause 7.1) terminated on the final date of the notice period (including where a payment has been made in lieu of notice), and not (if different) the date when notice is given.

7.4           Where the Client is provided with a credit note in accordance with clause 7.1 above, this credit note shall be valid for a period of 1 year from the date of its issue.

8.              Availability of Meet Candidates

8.1           Meet shall use all reasonable endeavours to Introduce suitable Candidates but does not guarantee that a Candidate is available to accept any Engagement.

8.2           Where a Candidate is Engaged the Client acknowledges that Meet is not required to check whether the solicitation of or contact with or Introduction of or Engagement of a Candidate might cause any Candidate or the Client to be in breach of any restrictive covenant or other related obligation owed to any current or ex-employer of the relevant Candidate and under no circumstances is Meet liable for any Loss incurred by the Client or any other entity from any solicitation of, contact with, Introduction of or subsequent Engagement of a Candidate  save for death or personal injury caused by the Candidate’s own negligence.

9.            Introduction of a Meet Candidate to a Third Party

The Introduction of a Candidate by Meet to the Client is confidential. The Client must not supply or provide any information that relates to or helps identify a Candidate to any other person, school, firm or company (a "Third Party Introduction"). If following a Third Party Introduction, the Candidate is Engaged in a permanent or temporary position within nine months of the date of the original Introduction by Meet to the Client, the Client shall pay to Meet the Introduction Fee in accordance with clause 4 for the Engagement as if the Client itself had Engaged the Candidate. In these circumstances, the rebate entitlement in clause 7 of these conditions shall not apply.

10.           Liability and Indemnity

10.1         The Client will indemnify and hold Meet harmless on a continuing basis for any Loss incurred by Meet as a result of its breach of this Agreement or arising from its negligent or deliberate acts, defaults or omissions.

10.2         Under no circumstances is Meet liable for any Loss incurred by the Client or any other entity from the Introduction or subsequent Engagement of a Candidate save for death or personal injury caused by Meet's own negligence.

10.3         The Client acknowledges that by entering into this Agreement it has not relied on any representations, warranties or other assurances made by Meet other than those expressly set out in this Agreement, provided that nothing in this clause shall operate to limit or exclude any liability for fraudulent misrepresentation.

11.           Confidentiality and Data Protection

11.1         All information contained within this Agreement and any Candidate Request or either party shall remain confidential and neither party  shall divulge information provided by the other  to any third party, save for its own employees and professional advisers on a need to know basis or as may be required by law.  Each party will keep any information associated with an Introduction and any sensitive information about the other party  (and any company within other's Group) that they are made aware of throughout a Candidate's recruitment process, confidential and not use it for any purpose other than agreed at the time the information was requested. Each party shall indemnify the other in respect of any Loss incurred by the other  (and/or any company within the others Group) arising out of or in connection with a breach of this duty of confidentiality.

11.2         Each party shall ensure that it has all necessary consents or has satisfied another lawful ground for processing Relevant Personal Data and has given appropriate privacy notices to Data Subjects (including, without limitation, any Candidate) in order to process the Relevant Personal Data.  Meet undertakes to direct each Candidate to the Client's privacy notice prior to Introducing the Candidate to the Client. 

11.3         The Parties acknowledge and agree that:

(a)            they will share Relevant Personal Data with each other for the Purpose in connection with this Agreement and performance and receipt of the Services; and

(b)            for the purposes of the Data Protection Laws, each party is a Data Controller with respect to the Relevant Personal Data it processes in connection with this Agreement.

11.4         Each party shall at all times when processing Relevant Personal Data under this Agreement and in connection with the Services:

(a)            comply with their respective obligations under the Data Protection Laws; and

(b)            not do, cause or permit anything to be done which may result in a breach by the other party of the Data Protection Laws.

11.5         If a party receives an Enquiry which relates directly or indirectly to its sharing of Relevant Personal Data pursuant to this Agreement, or to the other party's compliance with the Data Protection Laws, it shall notify the other party as soon as reasonably practicable (and in any event within 5 days). 

11.6         Each party shall:

(a)            protect the Relevant Personal Data from a Security Breach by ensuring that it has in place at all times the appropriate technical and organisational measures to protect the Relevant Personal Data;

(b)            use its reasonable endeavours to ensure that its employees and personnel:

(i)              are subject to written obligations to maintain the confidentiality of Relevant Personal Data; and

(ii)             are trained on the requirements of Data Protection Laws and their obligations in respect of Relevant Personal Data;

(c)            without undue delay (and in any event within 5 days) after discovering any Security Breach or any failure of security which leads to, or may lead to, a Security Breach:

(i)              notify the other party of the same and, where reasonably practicable, provide full details of the Security Breach and the consequences of the Security Breach; and

(ii)             without prejudice to the other rights and remedies of the other party, at its own expense, shall use its reasonable endeavours to fully co-operate with the other party to minimise the impact of such Security Breach and prevent such Security Breach recurring and provide all reasonable assistance as the other party shall reasonably require to effect a reconstruction or recovery of the Relevant Personal Data and to provide such notifications as may be required in accordance with Data Protection Laws.

11.7         Neither party shall take any action in relation to any Enquiry or Security Breach where it relates to the other party's processing of Personal Data as a Data Controller without prior written notice to the other party and providing the other party with a reasonable opportunity to contribute to the response to mitigate the impact of the action on the other party.

11.8         Meet shall have no liability to the Client under or in connection with this Agreement in circumstances where a Data Subject makes a claim or complaint, or a DP Regulator takes any action, in relation to breach of Data Protection Laws as a result of the Client's breach of this Agreement. Nothing in this clause 11 shall operate so as to exclude any liability for fraud, or for death or personal injury caused by negligence.

11.9         The Client shall indemnify and keep indemnified at its own expense Meet against all Losses incurred by Meet due to any failure by the Client or its Sub-Processors, subcontractors, agents or personnel to comply with any of its obligations under this Agreement and/or under the Data Protection Laws.

12.           Anti-Corruption and Bribery

12.1         Neither party shall engage in any activity, practice or conduct which would constitute or result in an offence by either party under applicable anti-bribery laws or regulations, including the Bribery Act 2010.

12.2         Breach by a party of this clause 12 shall be deemed a material breach of this Agreement and shall entitle the other party to terminate the Agreement.

13.           General

13.1         Meet is committed to equal opportunities and expects the Client to comply with all anti-discrimination legislation as regards the selection and treatment of Candidates.

13.2         For the purpose of the Regulations, Meet is acting as an Employment Agency (as defined under the Employment Agencies Act 1973) in relation to supplies under these terms and conditions.

13.3         Time is of the essence for all times, dates and periods specified in this Agreement.

13.4         Where applicable value added tax will be added to the Introduction Fee. Remuneration in foreign currency will be calculated at the Bank of England Sterling exchange rate applicable on the date of our invoice.

13.5         None of the provisions of this Agreement is intended to be for the benefit of, or enforceable by third parties (other than permitted assignees of either party who shall be entitled to enforce the provisions of this Agreement as if original parties to it) and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

13.6         Any notice under this Agreement shall be in writing and sent to the addressee at the last known address, fax number or electronic mail address either, respectively, by first class post, or by fax or by electronic mail, and shall be deemed to have been received, in the case of post on the postal date following the date of posting and in the cases of fax and electronic mail on the date of transmission.

13.7         This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and arrangements (if any) whether written, oral or implied between Meet and the Client relating to the Introduction of Candidates. Unless otherwise agreed in writing by an authorised signatory of Meet, this Agreement prevails over any other terms of business or purchase orders the Client puts forward.

13.8         No amendment to this Agreement is effective unless agreed in writing and signed by a signatory authorised to enter into such agreements by Meet and the Client. If such an amendment necessitates any change to the agreement between the Client and any Candidate, the Client will ensure that these amendments are made in accordance with the Regulations.

13.9         If any provision or any part of this Agreement is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law:

(a)            such provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected;

(b)            to the extent permitted by law, the provision severed under Clause 12.9(a), shall be replaced with a provision which is of similar effect but which is not illegal or unenforceable.

13.10      This Agreement shall be governed by and construed in all respects in accordance with English law and in the event of any dispute regarding this Agreement the English Courts shall have exclusive jurisdiction.

 

Schedule 1

Relevant Fee Percentage means the percentage of the Engaged Candidate’s Remuneration which is payable by the Client to Meet following the Engagement of a Candidate, to be calculated as follows:

(a)            In relation to any Engagement other than pursuant to clause 4.3:

30% for all roles

(b)            In relation to Engagement pursuant to clause 4.3 (i.e. any Engagement agreed to be shorter than 12 months and otherwise satisfying the requirements of clause 4.3):

35%

For the avoidance of doubt where clause 4.3 applies, the Relevant Fee Percentage will be applied to Remuneration expected to be earned or (if greater) actually earned in the actual Engagement period (i.e. not as a percentage of annualised Remuneration) provided that the Introduction Fee under clause 4.3 shall be calculated on the basis that the Engagement is for a minimum period of 3 months.

 

Schedule 2

Relevant Rebate Percentage means the percentage of the Introduction Fee to be rebated to the Client where a Candidate's Engagement is terminated within 12 working weeks, calculated as follows:

 

Introduction Fee percentage to be rebated

Week in which employment ends

95%

First Week

90%

Second Week

85%

Third Week

75%

Fourth Week

65%

Fifth Week

55%

Sixth Week

45%

Seventh Week

35%

Eighth Week

25%

Nineth Week

15%

Tenth Week

10%

Eleventh Week

0%

Twelfth Week or later

Schedule 3

International arrangements

Meet provides services for the Client in relation to vacancies for candidates to work:

(i)         for the Client in, or

(ii)        anywhere that may be agreed but reporting to a division of the Client in

the United Kingdom (the "Existing Territory") under the Existing Territory Agreement to which this is a Schedule.

From time to time the Client may require services in relation to vacancies for candidates to work:

(i)         for the Client in, or

(ii)        work anywhere that may be agreed but reporting to a division of the Client in

another territory (each such service an "International Service" relating to an "International Territory").

It is agreed as follows:

  1. Provider of International Service

1.1           To the extent that Meet notifies the Client in writing that the relevant International Service cannot or will not be performed by Meet the parties have agreed that it shall be performed on the basis set out in this Addendum.

1.2           Where the International Service is specified by Meet to relate to a particular International Territory then:

(a)            it shall be performed by the company listed alongside that Territory in Part A of this Schedule and on the basis indicated in that paragraph ("Local Supplier") and

(b)            the terms and conditions that shall apply, and rights and obligations of the relevant parties, in relation to the relevant International Service shall be as set out in paragraph 2.

  1. Terms of supply

2.1           Where it is indicated in Part A of this Schedule that the Local Supplier shall be directly engaged as a supplier to Client:

(a)            that shall (save to the extent amended by Part C of this Schedule) be on the terms and conditions of the Existing Territory Agreement as if the terms agreed therein had been agreed directly between the Client and the Local Supplier; 

(b)            Meet shall act as agent for the Local Supplier in relation to the agreeing of those terms and conditions and shall otherwise have no rights or obligations in relation to the International Service; and

(c)            the Local Supplier shall, for the avoidance of doubt, be entitled to and shall invoice the Client in respect of charges for the relevant International Service, and the Client shall pay those charges.

2.2           Where it is indicated in Part A of this Schedule that the Local Supplier shall be engaged as a subcontractor of the Company:

(a)            the Client and the Company shall be the parties to the Agreement for the supply to the Client of the relevant International Service; and

(b)            the terms and conditions of the Existing Territory Agreement shall (save to the extent amended by Part C of this Schedule) apply to the relevant International Service.

2.3           The terms and conditions of the Existing Territory Agreement shall be amended as follows:

(a)            where the Local Supplier acts as a subcontractor of the Company the following amendments shall apply:

(i)              any provision of the Existing Territory Agreement relating to rights to subcontract or the like shall be amended to allow such subcontracting to the Local Supplier;

(ii)             the provisions in the relevant Local Supplier terms specified in Part B to this Schedule shall apply to the relevant International Service and shall prevail over any similar or equivalent or related provisions in the Existing Territory Agreement:

(A)            liability and limitation of liability;

(B)            provisions required under local law in the International Territory;

 and

(iii)            any other amendments relating to subcontract arrangements set out in Part C of this Schedule.

2.4           Where the Local Supplier shall be directly engaged as a supplier to the Client, the terms and conditions of the Existing Territory Agreement shall be amended as follows:

(a)            the provisions in the relevant Local Supplier terms specified in Part B of this Schedule shall apply to the relevant International Service and shall prevail over any similar or equivalent or related provisions in the Existing Territory Agreement:

(A)            jurisdiction;

(B)            applicable law;

(C)           liability and limitation of liability;

(D)           provisions required under local law in the International Territory;

            and

(ii)             any other amendments relating to direct engagement of Local Supplier arrangements set out in Part C of this Schedule.

 

 

Part A

International Territory

Local Supplier

Local Supplier as directly engaged supplier to Client?

Local Supplier as subcontractor?

United States of America

Meet Recruitment Inc. or as may otherwise be notified by Meet

 

Yes

United Kingdom of Great Britain and Northern Ireland

Meet Recruitment Limited a company incorporated in England and Wales under company number 06972871 and whose registered office is at is Irongate House, 22-30 Dukes Place, London, EC3A 7HX, or as may otherwise be notified by Meet

 

Yes

Germany

Meet Personalberatung GmbH, or as may otherwise be notified by Meet

Yes

 

Other International Territory

Meet Recruitment Limited, or as may otherwise be notified by Meet

Yes

 

Part B

Relevant Local Supplier terms

Meet Recruitment Inc: https://www.peoplewithchemistry.com/us/terms/our-client-terms/

Meet Personalberatung GmbH: https://www.peoplewithchemistry.com/terms/our-client-terms-germany/

 

Part C

Amendments to Existing Territory Agreement N/A