Terms and Conditions for the Placement of Permanent Personnel

1. RECITALS

1.1 These Terms and Conditions agreed for the Placement of Permanent Personnel (the “Terms”) are made between Redstone Search Group US, Inc whose registered office is at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, USA (“Redstone”), and the CLIENT, whose registered office is at CLIENT ADDRESS (the “Client”) for the supply of staff and are deemed to be accepted by the Client by virtue of an Introduction or the Engagement of a Candidate.

1.2 In the event of any conflict between these Terms and any other terms and conditions relating to the placement of permanent personnel, these Terms shall prevail, unless expressly agreed otherwise in writing by Redstone and the Client.

2. DEFINITIONS

2.1 In these Terms the following definitions apply:

Affiliate: means a company that is related to another company by one owning shares of the other, by common ownership, or by other means of control;

Candidate: means the person introduced by Redstone to the Client for an Engagement including any officer, employee or other representative of the Candidate if the Candidate is a corporate body;

Client: means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to which the Candidate is introduced;

Engagement: means the signature of an employment contract by the Candidate, the employment, engagement, hire or other use, directly or indirectly, of a Candidate on a permanent, temporary or other basis, whether under a contract of service or contract for services, or under an agency, licensee, franchise, partnership agreement or otherwise (whichever occurs first). “Engage(s)”, “Engaging” and “Engaged” shall be construed accordingly;

Introduction: means (i) the Client’s interview of a Candidate (in person, by telephone or by any other means); or (ii) the passing to the Client of a curriculum vitæ or information which identifies the Candidate; and, in either case, which leads to an Engagement of the Candidate. Introduce(s)”, “Introducing” and “Introduced” shall be construed accordingly;

Introduction Fee: means as set out in Clause 4.2.

Remuneration: Includes the following: First year gross base salary or draw, guaranteed and/or sign on bonus, fixed cost package benefits and/or allowance (accommodation and schooling where applicable).

2.2 Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.

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

3. CLIENT OBLIGATIONS

3.1 The Client agrees to:

3.1.1 notify Redstone immediately of the terms of any offer of an Engagement which it makes to the Candidate;

3.1.2 notify Redstone immediately that its offer of an Engagement to the Candidate has been accepted and to provide details to Redstone of the Remuneration agreed with the Candidate together with any documentary evidence as requested by Redstone; and

3.1.3 pay the Introduction Fee, to be calculated in accordance with the provisions of this clause 4, by the due date for payment in clause 4.7
Unless the Client notifies Redstone in writing within forty-eight (48) hours of receiving a Candidate’s Resume, Interviewing or Engaging a Candidate, or a Candidate commencing providing services to the Client or to any of its Affiliates (whichever first occurs), that:

3.2.1 the Client was in active communication directly with the Candidate for the purpose of hiring him within six (6) months prior to the Introduction and the Client provides satisfactory evidence of the same; or

3.2.2 the Candidate has been lawfully introduced in writing by another agency (possessing the Candidate’s consent for such introduction) within six (6) months prior to Redstone’s Introduction of the same and provides satisfactory evidence, Redstone will be the effective cause of introduction of that Candidate and the Introduction Fee will be charged and payable.

4. FEES:

4.1 The Introduction Fee calculated in accordance with clause 4.2 below is payable if the Client Engages the Candidate within the period of twelve calendar months from the date of (a) the Introduction, (b) the Client’s withdrawal of an offer of Engagement or (c) the Candidate’s rejection of an offer of an Engagement, (whichever is the later).

4.2 The Introduction Fee is the amount equal to:

– Contingency appointment: 30% of the Remuneration applicable during the first 12 months of the Engagement.

– Retained appointment: 35% of the Remuneration applicable during the first 12 months of the Engagement.

4.2.1.The type of appointment i.e. Contingent or Retained is to be agreed between Redstone and the Client before the Introduction takes place.

4.2.2 A $15,000 USD minimum charge will apply to any Engagement where total annual Remuneration is less than $50,000 USD per annum.

4.3 When an Engagement occurs where the Candidate is remunerated on a commission only basis, Redstone will charge an Introduction Fee calculated in accordance with clause 4.2 based on the market rate level of remuneration applicable for the position unless a prior fee arrangement is made between Redstone and the Client.

4.4 Where the actual Remuneration is not known, Redstone will charge an Introduction Fee calculated in accordance with clause 4.2 based on its determination of the Remuneration taking into account the market rate level of remuneration applicable for the position in which the Candidate has been Engaged and with regard to any information supplied to Redstone by the Client and/or comparable positions in the market generally.

4.5 Where prior to the commencement of the Engagement Redstone and the Client agree that the Engagement will be on the basis of a fixed term of less than 12 months, the Introduction Fee will apply pro-rata. If the Client (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within six calendar months from the date of termination of the agreed period of the fixed term Engagement, then the Client shall be liable to pay a further Introduction Fee based on the additional Remuneration applicable for (a) the extended period of Engagement or (b) the period of the second and any subsequent Engagement, subject to the Client not being liable to pay a greater sum in Introduction Fees than the Client would have been liable for under clause 3.3 had the Candidate first been Engaged for 12 months or more.

4.6 The Client’s obligations under this clause 4 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.

4.7  The Introduction Fee shall be payable within 21 days of the date of Redstone’s invoice which shall be rendered once the Candidate commences the Engagement.

4.8 All amounts payable under these Terms are exclusive of any business or sales taxes that may be applicable, which shall be payable by the Client at the prevailing rate where applicable.

4.9 Redstone reserves the right to charge interest on any amount due and outstanding after twenty one (21) days from the date of invoice up to and including the date of payment at a rate of 4% above the FED base rate, and such interest shall accrue and be compounded daily until all outstanding balances are paid.

5. REFUNDS

5.1 In order to qualify for the following refund, the Client must pay Redstone’s fee within 21 days of the date of invoice and must notify Redstone in writing of the termination of the Engagement within seven days of its termination.

5.2 If the Engagement terminates before the expiry of five weeks from the commencement of Engagement (except where the Candidate is made redundant) a refund of 20.0% will be allowed against Redstone’s fee for each complete week of the initial five week period not worked by the Candidate.

5.3 If, after an offer of Engagement has been made to the Candidate, the Client decides for any reason to withdraw it, the Client shall not be liable for the fee.

5.4 If subsequent to the Client receiving a refund, the Candidate is re-Engaged within a period of six calendar months from the date of termination then the refund shall be repaid to Redstone. The Client shall not be entitled to any further refunds in relation to the re-Engagement of this Candidate.

6. CONFIDENTIALITY

6.1 Details of Candidates are provided to the Client in strict confidence and with the understanding that the Client will not disclose the existence or contents of such details to any third party without Redstone’s prior written consent. If the Client decides not to Engage a Candidate, the Client hereby undertakes to return all copies of the Candidate’s Resume to Redstone and to remove, delete or destroy all records it may have which includes details of or from the Resume.

6.2 If the Client, without Redstone’s prior written consent discloses a Candidate’s details to a third party, that will be deemed to be a “Third Party Introduction”. If that Third Party Introduction results in an Engagement of the Candidate by the third party within six months of Redstone’s Introduction of the Candidate to the Client, then the Client will be liable to Redstone for payment of an Introduction Fee in accordance with clause 4. Neither the Client nor the third party shall be entitled to a refund of the Introduction Fee under clause 5 in any circumstances.

7. LIABILITY

7.1 Redstone endeavours when required to ask Candidates for details of qualifications, experience, and background and also take up verbal references. Whilst every effort is made to ensure the highest standard of service, the Client acknowledges that:

7.1.1 the Client is responsible for taking up formal references (including confirmation of any professional, academic or similar qualification) and for arranging all medical examinations and/or other investigations of any Candidate Introduced by Redstone; and

7.1.2 the Client shall be solely responsible for obtaining any work permit or other governmental permission required for the Engagement of any Candidate; and

7.1.3 the Client shall satisfy itself as to suitability of any Candidate prior to the Engagement; and

7.1.4 Redstone shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with Redstone seeking a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of Redstone to introduce any Candidate or from any statement or representation made by or on Redstone’s behalf . Notwithstanding this, Redstone’s maximum aggregate cap on liability under these Terms will be the total amount paid by the Client to Redstone.

8. GENERAL

8.1 These Terms shall be governed by and construed in accordance with the laws of the State of Delaware and any dispute shall be resolved exclusively in the Courts of the State of Delaware..

8.2 No variation may be made to these terms and conditions without the written agreement of both parties.

8.3 The terms and conditions under these Terms supersede any other previous terms of business or any other terms between the parties hereto.

8.4 If any provision of these Terms is deemed invalid or unenforceable under applicable laws, it shall be considered severed from the remaining terms and conditions which shall stand as binding and in full force and effect.

8.5 If any of the provisions of these Terms shall be held to be invalid or unenforceable but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective