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TERMS AND CONDITIONS OF BUSINESS

Summary

1.          This Agreement sets out the terms and conditions upon which Venda Search Ltd, agree to supply ______, with the recruitment service set out below.

2.          This Agreement will govern our relationship from the moment we provide you with any

information about a candidate (“the introduction”).

Our responsibilities

3.          Our role under the Agreement is to introduce candidates to you.

4.          We will provide you with the details of candidates you may be interested in interviewing.

5.          Candidates’ details will be provided in the strictest confidence and neither you, nor your employees and agents must allow them to be passed on to third parties, including (but not limited to) any parent, subsidiary or other connected company.

6.          We do not carry out checks on candidates’ resumes or references.It is your responsibility to assess candidates’ suitability for a role within your organisation and to carry out any and all necessary steps to satisfy yourself that any candidate you employ matches your requirements.You acknowledge that the candidates are not our employees or workers.

7.          We accept no responsibility under this Agreement, in negligence, or otherwise for any losses, whether resulting from the introduction of a candidate to your organisation or from any other act or failure to act on our part.

Payment

8.          A fee becomes payable if you appoint a candidate within 12 months of the introduction.Whether or not a probationary period has been agreed, you appoint a candidate when:

(1)        You offer and the candidate accepts work, whether on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise, partnership agreement or otherwise; directly or through a limited company of which he is an officer or employee.

(2)        you breach clause 5 (above) and the third party (or anyone to whom it has passedinformation about the candidate) offers and the candidate accepts work, whether on a permanent or temporary basis, whether under a contract of service or for services;under an agency, licence, franchise, partnership agreement or otherwise; directly or through a limited company of which he is an officer or employee..

9.          You must notify us immediately in the event of an appointment.At such time, you mustprovide us with a statement showing how the candidate’s basic salary is calculated.

10.        Our fee is 23% of renumeration per candidate basic salary only.

11.        We will invoice you after you have appointed a candidate. Our fees are payable at 14 days of the date of our invoice, which will be issued on start date.

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General

12.        Interviewing a candidate after introduction will be deemed as acceptance of our Terms and Conditions, unless agreed in writing to Venda Search prior to interviews.

13.        This Agreement constitutes the entire agreement between you and us in relation to our supply of recruitment services.In agreeing to these terms, you acknowledge that you have not relied upon the existence of any term or representation not set out in this Agreement.

14.        If for any reason we do not strictly enforce any of the terms of this Agreement, such non-enforcement will not be taken as waiving our right to later enforcement of that, or any other, term.

15.        This Agreement shall be governed by and interpreted in accordance with the laws of The State of New York.

EMPLOYEE TERMINATION/REBATE

The following conditions of termination shall apply providing that Venda Search Ltd is informed in writing within fourteen (14) days of any termination of a candidate employed by Client, the relevant invoice for Introduction Fee was paid as set forth in clause 11, and termination is not due to a layoff, or liquidation, bankruptcy, dissolution, or amalgamation of Client or any known act, omission, or fault of Client: if terminated within sixty (60) days of the commencement of employment, then Venda Search shall endeavour to replace the individual with a suitable candidate, for the same position, at no further cost to Client. The offer to provide a replacement individual will be voided if:

a.          The Client fails to notify Venda Search Ltd of the termination of employment in writing within 14 days of such termination.

b.          The Client has failed to pay the invoice as set forth in item 11.

c.           The candidate is laid off.

d.           The cause of termination has no bearing upon the candidate's ability or integrity or character.

Signed for and on behalf of Venda Search Ltd (“Company”) as a legally authorised representative.

Name:

Position:

Date:

Signature:

Signed for and on behalf of ___________________ (“Client”) as a legally authorised representative.

Name:

Position:

Date:

Signature:…………………………………………………………