[COMPANY]

Terms and Conditions of Business

SECTION 1 – APPLICABILITY OF TERMS AND CONDITIONS

These terms of business form the agreement (“Agreement”) upon which [COMPANY] (the “Company”) introduces Candidates to the Client.  This Agreement is expressly subject to the following Terms and Conditions. In the event of any conflict between the terms and conditions of this Agreement and the terms of any other document issued by Client, the terms and conditions of this Agreement shall prevail.

The Client’s signature of these terms of business by counterpart or otherwise, constitutes its acceptance of these terms of business, as of the date of such signature (the “Acceptance Date”).

SECTION 2 – INTERPRETATION

Affiliate:  means, with respect to the Client, (i) each entity of whatever nature that directly or indirectly, controls or is controlled by or is under common control with Client, (ii) any entity that beneficially owns or holds 51% or more of the voting securities of Client or 51% or more of the equity interest in Client, and (iii) any entity of which such Client beneficially owns or holds 51% or more of the voting securities or in which Client beneficially owns or holds 51% or more of the equity interest. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities or by contract or otherwise..

Appoint: The acceptance, in writing, by the Candidate of an offer of a position by Client or any Affiliate of Client.  The terms Appointed or Appointment shall be construed accordingly. The commencement of any work or engagement by a Candidate for or on behalf of Client.

Assignment: a request by the Client to Company to provide Recruitment Services in respect of a particular role(s) or vacancy/vacancies;

Candidate: An individual worker, or, where the worker is a company or other legal entity including the individual worker, as the case may be, including any of Company’s own employees, workers or agency staff.

Client: The person or firm signing these Terms and Conditions or to whom an Engagement Letter, if any, or similar correspondence is addressed, including any Affiliate or any other party acting at Client’s instruction or on their behalf.

Contract: These Terms and Conditions.

Commencement Date of Assignment (“Commencement Date”):   means, with respect to each Assignment, the earlier of the date upon which (i) Company acknowledges in writing its acceptance; (ii) Company introduces a Candidate in connection with the Assignment; (iii) the Client or a third party acting on Client’s behalf, interviews a Candidate in respect of an Assignment; (iv) the Client Engages a Candidate in any capacity in relation to the Assignment; or (v) a Candidate begins work for the Client in any capacity in relation the Assignment;