Standard Terms of Business   
Introduction of Candidates to Clients for Employment/Engagement

These Terms of Business of Recruitica Limited (company no. 207399575) with its registered office at J.K. Lulin 3, Block 333V, 2nd Floor 5th Apartment, Sofia, Bulgaria, 1336 (“The Employment Agency”) apply to all business conducted between the parties from the date you the Client receive notice of these terms, whether or not they are signed, unless otherwise agreed in accordance with the procedure for variations set out herein.

If you wish to reject or amend any of the terms hereof please contact us immediately upon receipt with your proposals.   
 

Definitions 

1. In these Terms:

1.1. “Candidate” means the person Introduced by the Employment Agency to the Client for Engagement including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company and any limited company or partnership of which such a person is a director or shareholder, and any members of the Employment Agency’s own staff;

1.2. “Client” means you, the person, firm or corporate body to whom the Employment Agency is to Introduce Candidates together with any subsidiary or associated person, firm or corporate body (as the case may be) to which the Candidate is Introduced at your implied or express request;

1.3 “Effective Period” means the period of twelve calendar months from the latter of (a) an Introduction, (b) the Client’s withdrawal of an offer of Engagement or (c) the Candidate’s rejection of an offer of an Engagement. 

1.4. “End User” means any other company or entity that is a parent, subsidiary or associate of or is connected with the Client by name, capital, shareholders, directors or registered office and/or in accordance with s. 1159 of the Companies Act 2006, s. 249 of the Insolvency Act 1986 and s.416 of the Income and Corporation Taxes Act 1988 and which in any way uses or Engages the Candidate;

1.5 “Engagement” means the employment or use in any way of the Candidate by the Client or by any End User to whom or to which the Candidate was Introduced by the Client (whether with or without the Employment Agency’s knowledge or consent) on a permanent, temporary, trial or probationary basis, howsoever engaged (whether directly or indirectly) in any position or post, whether related or unrelated to the Vacancy; and an offer of employment and acceptance of an offer of employment by the Candidate whether or not employment is actually commenced; and the words “Engages” and “Engaged” shall be construed accordingly;

1.6. “Fee” means a Reduced or Full Fee, subject to a minimum fee of £3,500 + VAT. 

1.7. “Full Fee” means the fee of 25% of Remuneration payable to the Employment Agency for an Introduction where the Candidate is subsequently Engaged within the Effective Period and the client breaches any of the Terms, including without limitation due to breach of the payment terms or notice requirements. 

1.8. “Introduction” means 

  1.8.1. the Employment Agency’s provision of a curriculum vitæ or any previous or subsequent information to the Client, identifying the Candidate or which refers to a Candidate who has already been identified or previously Introduced; or

  1.8.2. any communication between the Candidate and the Client using the Platform or arising from use of the Platform;

  1.8.3. The interview of a Candidate in person or by telephone; 

  1.8.4. any further communications between the Employment Agency, Client and/or Candidate regarding the Vacancy or any other vacancy up to the moment of Engagement. The time of the Introduction shall be the later of (1)-(3) above; and “Introduced” and “Introduces” shall be construed accordingly; 

1.9. “Platform” means an online marketplace made available to the Client and Candidates by the Employment Agency to advertise and apply for Vacancies, assess suitability, and share information; 

1.10. “Reduced Fee” means the fees set out in the Appendix below, due to the Employment Agency for an Introduction where the Candidate is subsequently Engaged within the Effective Period and there has been strict compliance with these Terms, including payment and disclosure terms;

1.11. “Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 as amended and references to a particular Regulation are references contained therein;

1.12. “Remuneration” means the Candidate’s annualized actual or estimated base salary or fees, guaranteed, sign-on and/or anticipated bonus and commission earnings, allowances, inducement payments, shift allowances, location weighting and call-out allowances, housing and school fees, the benefit of a company car and all other benefits, payments or emoluments payable to or receivable by the Candidate for services rendered to or on behalf of the Client, assuming a full-time, 40-hour week. Where the Client provides a company car, a notional amount of £5000 will be added to the salary in order to calculate the Employment Agency’s Fee;

1.13. “Retainer” means an agreement incorporating these Terms whereby the Client agrees to pay The Employment Agency part of its anticipated Introduction Fee in advance in consideration for Retained Services.

1.14. “Retained Services” means the use of additional advertising, research and consultant time to headhunt suitable candidates at the Employment Agency’s sole discretion in order to fill Vacancies, 

1.15. “Vacancy” means any post or position posted on the Platform or which the Agency is instructed to fill including synonymous posts and positions both in the client’s business and any End User’s business. 

2. General Terms

 2.1. These Terms constitute the entire agreement between the Employment Agency and the Client in relation to the subject -matter  hereof  and  are  deemed  to be accepted by the Client and to apply by virtue of (a) an Introduction to the Client of, or the Engagement by the Client of, a Candidate or (b) the Client’s interview or request to interview a Candidate or (c) the Client’s signature at the end of these Terms or (d) any other implied or express acceptance of these Terms, whether by e-mail or otherwise, including by ticking the relevant box when invited to do so on the Platform. 

 2.2. The Terms supersede all previous agreements between the parties in relation to the subject-matter hereof.

 2.3. These Terms prevail over any other terms of business or purchase conditions proposed by the Client.

2.4. The Client authorises the Employment Agency to act on its behalf in seeking Candidates to fill the Vacancy by any means the Employment Agency considers fit, including without limitation by placing advertisements.

2.5. For the avoidance of doubt, unless the parties expressly agree that Retained Services shall be provided, the services anticipated hereunder shall be provided on a contingency basis without a retained element.

3. Obligations of the Employment Agency

 3.1. The Employment Agency shall use reasonable endeavours to identify and Introduce suitable Candidates to meet the requirements of the Client for the Vacancy. 

 3.2. In the case of Retained Services, the Employment Agency shall deploy additional staff resources and additional advertising, at its sole discretion, to identify and Introduce suitable Candidates.

3.3. The Employment Agency cannot guarantee and makes no representation that it will find a suitable Candidate for each Vacancy. Without prejudice to clauses 3.4 and 4.1 below, the Employment Agency shall use its reasonable endeavours to ascertain that any information provided by the Employment Agency to the Client in respect of Candidates is accurate.

3.4. The Employment Agency accepts no responsibility in respect of matters outside its knowledge and control and cannot provide any assurances regarding whether a Candidate will be suitable for a Vacancy in practice or how long the Candidate will remain with the Client if Engaged.

4. Client Obligations and Notice Requirements

4.1.  Regardless of the Employment Agency’s obligations, the Client shall satisfy itself as to the suitability of the Candidate, including without limitation by means of interviews, exhaustive checks regarding qualifications, references, police checks, DBS checks and linguistic, medical, aptitude and psychological tests, save that if it intends to take up references it must notify The Employment Agency first with a view to obtaining the Candidate’s consent..

4.2. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Candidate, qualifications or permission required by law of the country in which the Candidate is engaged to work.

4.3. To enable the Employment Agency to comply with its obligations hereunder the Client undertakes to provide to the Employment Agency full details of the Vacancy which the Client seeks to fill, including the type of work that the Candidate would be required to do, the Remuneration, the location and hours of work; the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position; and any risks to health or safety known to the Client, what steps the Client has taken to prevent or control such risks and whether the Vacancy involves work with or in the presence of Vulnerable Persons.

4.4.  The Client shall provide details of the date the Client requires the Candidate to commence work, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with the Client.

4.5.  The Client shall not contact a Candidate directly in any circumstances, including without limitation, to arrange any interviews or conduct negotiations with the Candidate or discuss Remuneration and contracts.

4.6. The Client shall keep a record of all Introductions made by the Employment Agency and shall not accept any Introduction of the same Candidate from any other employment agency or Candidates themselves after such Introduction for the duration of the Effective Period.

4.7. The Client shall inform the Employment Agency of any information it holds that suggests that it would be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the Vacancy.

4.8. The Client shall immediately inform the Employment Agency in writing within 48 hours of an Introduction and provide appropriate and verifiable supporting evidence in writing, to be assessed at the Employment Agency’s sole discretion, if a Candidate has already been Introduced by another agency or person (including the Candidate themself) in relation to the same or similar Vacancy within the past 12 months. If no such notification is given by the Client or a notice is given but concerns an Introduction more than 12 months earlier, in the event of an Engagement, the Client agrees that the Employment Agency is entitled to charge a Fee. Appropriate supporting evidence for the purposes of this clause means evidence of a previous Introduction by a 3rd party or evidence of direct correspondence with the Candidate with an ascertainable date.

4.9. The Client undertakes to do the following:

  4.9.1. Keep all Introductions confidential and not to share Candidate’s details with any third party or End User without first informing the Employment Agency;

  4.9.2. Notify the Employment Agency as soon as possible (and in any event, not later than 7 days from the date of the offer or from the date an Engagement takes effect; whichever is earlier) of any offer of Engagement which it makes to the Candidate, regardless of the Vacancy to be filled; 

  4.9.3. Notify the Employment Agency immediately that its offer of an Engagement to the Candidate has been accepted;

  4.9.4. Notify the Employment Agency of the Remuneration payable to the Candidate; 

  4.9.5. Notify the Employment Agency of an Engagement on the date the Engagement commences; and

  4.9.6. Pay the Employment Agency’s Fee in accordance with the terms hereof.

5. Charges and Fees

5.1. In the case of Retained Services, the Client shall pay The Employment Agency the Retainer Fee as set out in the Appendix.

5.2. The Client shall pay the Employment Agency the Reduced Fee calculated in accordance with this clause and the Fee Table in the Appendix where it Engages any Candidate Introduced by the Employment Agency within the Effective Period and has complied with all the Terms hereof, including without limitation the notice and payment terms.

5.3. No provision of these terms shall require an Introduction to be the effective cause of the Engagement in order for a Fee to fall due and any implied term to this effect is hereby excluded to the greatest extent permitted by law.

5.4. The Fee shall be calculated as a percentage (as set out in the Fee Table in the Appendix) of the Candidate’s Remuneration. The Employment Agency will charge VAT on the Fee where applicable and at the prevailing rate. 

5.5. Where the amount of the actual Remuneration is not known or disclosed, the Employment Agency will charge a Fee calculated as above on the estimated, maximum level of annualised Remuneration applicable for the Vacancy in respect of which the Candidate was originally Introduced to the Client or comparable position in the general marketplace at the Employment Agency’s absolute discretion.

5.6. Where the Engagement is for a fixed term of less than 12 months, the parties may agree, at the Employment Agency’s absolute discretion, that the Fee will apply *pro rata*. Where the Engagement is extended beyond the initial fixed term or where the Client re-Engages the Candidate within 6 months from the date of planned or actual termination of the first Engagement, the Client shall pay a further Fee based on the Remuneration applicable for the period of Engagement following the initial fixed term period up to the termination of the second Engagement or until the Candidate has been Engaged for a total of one year. Where the Client breaches any clause hereof, including without limitation the payment and notice terms, the Engagement shall be deemed to be for one year and Remuneration shall be annualised accordingly. 

 5.7. Charges incurred by the Employment Agency at the Client’s written request in respect of advertising or any other matters will be charged to the Client in addition to the Fee and such charges will be payable whether or not the Candidate is Engaged.

6. Payment

6.1. The Client agrees to pay the relevant Fee due to the Employment Agency within the period stated in Appendix 1 or within 14 days of the Engagement, whichever is earlier. 

6.2. All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms above unless the Client notifies the Employment Agency in writing within 3 days of receipt of the invoice regarding the amount the Client disputes and the reason why the Client disputes that amount. In the event the Client notifies the Employment Agency that it disputes part of an invoice, the Client shall pay the undisputed part of the invoice within the payment terms and shall co-operate fully with the Employment Agency in order to resolve the dispute as quickly as possible.

6.3. In the event of late payment of the relevant Fee, the Employment Agency reserves the right to charge at its absolute discretion (regardless of whether the Client is a corporation or an individual) either a) contractual interest of 2% per month above base rate or b) late fees, late payment interest at the statutory rate of 8% above base rate and late payment compensation as set out in the Late Payment of Commercial Debts (Interest) Act 1998 (the “LPCDIA”, as amended)[](). The Client accepts that late payment compensation of 10% of the overdue amount is reasonable for the purposes of the LPCDIA. 

6.4. The Client has no right of set-off, deduction, withholding or similar rights vis-à-vis any Fee or Rebate and any such purported right arising from statute or law is hereby excluded. 

7. Consequences of breach – Full Fee

7.1. In the event of any breach of these Terms, including without limitation the notice requirements or payment terms above or a period of exclusivity, the Reduced Fee shall cease to apply and the Full Fee shall fall due on the date of Engagement of a Candidate and interest shall accrue from that date, regardless of whether an invoice has been issued and the date of such invoice. 

7.2. For the avoidance of doubt, where the Client discloses to any 3rd Party any details regarding a Candidate Introduced to the Client by the Employment Agency and that 3rd Party subsequently Engages the Candidate within 12 months of the date of the Introduction, the Client shall pay the Full Fee and there shall be no entitlement to any rebate, refund or replacement to the Client hereunder.  For the purposes of this clause, there shall be a presumption that any Engagement of a Candidate by an End User is a direct result of the Employment Agency’s Introduction of the Candidate to the Client.

8. Liability and Indemnity

8.1. The Client’s Engagement of a Candidate constitutes final confirmation that the Client deems the Candidate to be suitable for Engagement for the purposes hereof in full discharge of the Employment Agency’s duties hereunder, after which the Candidate shall be under the Client’s sole supervision and control.

8.2. The Employment Agency 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 the Employment Agency seeking a Candidate for the Client or the Introduction or Engagement of any Candidate by the Client  or  the failure of  the Employment Agency to introduce any Candidate or the Client’s disclosure to an End User of any details regarding a Candidate.

8.3. Notwithstanding the above, nothing in these Terms shall be deemed to exclude or restrict any liability of the Employment Agency to the Client for personal injury or death.

8.4. The Employment Agency shall not be liable for any failure to perform its obligations under these Terms if such failure arises from any cause beyond its reasonable control.

8.5. The Client shall indemnify and keep indemnified the Employment Agency, on a full indemnity basis, against any costs (including solicitor fees, debt recovery and other legal costs, including in claims allocated to the Small Claims Track), claims or liabilities incurred directly or indirectly by the Employment Agency arising out of or in connection with these Terms including (without limitation) as a result of:

  8.5.1. any breach of these Terms by the Client or by its employees or agents, in particular a failure to pay the Fee in accordance herewith; and/or

  8.5.2. any breach by the Client or End User, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity, immigration legislation and the Regulations); and/or

  8.5.3. any unauthorised disclosure of a Candidate’s details by the Client, or any of its employees or agents.

9. Termination

9.1. The Agreement incorporating these Terms may be terminated by either party by giving to the other immediate notice in the event that either the Employment Agency or the Client goes into liquidation, becomes bankrupt or enters into an arrangement with creditors or has a receiver or administrator appointed or where the Employment Agency has reasonable grounds to believe the Client will not pay the Employment Agency’s invoice within the payment terms hereof.

9.2. Termination of this Agreement shall be without prejudice to any Introductions made by the Employment Agency prior to the date thereof and its right to a Fee if the Client subsequently Engages a Candidate after the date of termination within the Effective Period. 

9.3. For the avoidance of doubt, neither the client nor Candidates have any right to cancel or withdraw Introductions previously made to the Client.

10. Confidentiality

10.1. All information contained within or provided under these Terms, including without limitation any Introduction, shall remain confidential and the Client shall not divulge it to any 3rd Party, including any End User save for its own employees and professional advisers and as may be required by law.

10.2. The Client shall not without the prior written consent of the Employment Agency provide any information in respect of the Candidate to any third party or End User whether for employment purposes of otherwise.

11. Client Materials

From time to time, the Client may make available to the Employment Agency materials created by or for the Client, including without limitation, documents concerning the business, products and services of the Client, all of which will be considered “Client Materials.” The Client hereby grants to the Employment Agency a limited, non-exclusive, non-assignable, non-transferable license during the Term to use the Client Materials solely for the purpose of providing the Services.

12. General

12.1.   Any failure by the Employment Agency to enforce at any particular time any one or more of these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.

12.2.  Headings contained in these Terms are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate.

12.3. No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.

12.4.  If any provision, clause or sub-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms shall remain in full force and effect to the extent permitted by law.

12.5. Any reference to legislation, statute, act or regulation shall include any revisions, re-enactments or amendments that may be made from time to time.

13. Notices

13.1.  Any notice required to be given under these Terms (including the delivery of any information or invoice) shall be delivered by hand, sent by e-mail or prepaid first class post to the recipient at its address specified in these Terms (or as otherwise notified from time to time to the sender by the recipient for the purposes of these Terms).

13.2.  Notices shall be deemed to have been given and served:

13.2.1. if delivered by hand, at the time of delivery if delivered before 5.00pm on a business day or in any other case at 10.00am on the next business day after the day of delivery; or

13.2.2. if sent by e-mail, at the time of despatch if despatched on a business day before 5.00 p.m. or in any other case at 10.00 a.m. on the next business day after the day of despatch, unless the transmission report indicates a faulty or incomplete transmission or, within the relevant business day, the recipient informs the sender that the e-mail message was received in an incomplete or illegible form; or

13.2.3. if sent by prepaid first-class post, 48 hours from the time of posting.

14. Variation

No variation or alteration of these Terms shall be valid unless expressly agreed and approved in writing by the Client and an authorised employee of the Employment Agency.

15. Service

If the Client is based outside the jurisdiction of England and Wales, it agrees that service may be effected directly by courier to its registered address without the need to comply with the requirements of the Hague Service Convention.

16. Applicable Law

These Terms shall be construed in accordance with the Law of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

APPENDIX 1

TABLE OF FEES, EXCLUSIVITY, REBATES

1. REDUCED FEE SCALE

Reduced Fee Scale for Permanent Placements and Engagements of a Candidate, unless otherwise agreed in writing:   
Flat fee:  25%   
Minimum fee: £3,500

2. PAYMENT TERMS

Invoices are payable within 30 days of invoice unless agreed otherwise in writing. For the avoidance of doubt, this does not constitute a trial or probationary period.

3. RETAINER FEE

Retainer Fee Scale for Permanent Placements and Engagements of a Candidate, unless otherwise agreed in writing:   
Flat fee:  25%   
Minimum fee: £3,500   

3.1. The Retainer Fee shall be calculated using the maximum Remuneration for the Vacancy as stated by the Client, in 3 installments:

 3.1.1. one-third of the Fee within 7 days of the Client’s instruction to fill the Vacancy.  

 3.1.2. one-third of the Fee within 7 of the Employment Agency’s presentation of a short-list of 3 Candidates unless a different number is agreed in writing;

 3.1.3. the remaining third of the Fee shall be payable upon an Engagement in accordance with the remaining terms hereof.

3.2. For the avoidance of doubt, the retainer agreement shall enter into effect immediately upon receipt of instructions to fill the Vacancy on a retainer basis. The Employment Agency shall commence work, allocate resources, and incur costs to fill the Vacancy immediately upon receipt of such instructions in consideration for payment of the first stage payment of the Retainer Fee.

3.3. For the avoidance of doubt, the Retainer Fee stage payments are non-refundable.

4. EXCLUSIVITY

4.1. The client appoints the Employment Agency as its sole agency to fill a Vacancy and will not accept applications or introductions from any other agency or from candidates themselves for the Vacancy for the duration of the Effective Period, i.e. 12 months.  

4.2. During the Effective Period the Engagement of any person including a Candidate in the Vacancy will give rise to a duty to pay a Fee in accordance with clauses 5 and 6.

4.3. Any Engagement of a candidate in the Vacancy within the Effective Period, who was Introduced by another agency, will give rise to an obligation to pay the Full Fee.

5. REBATE

5.1. Where the Engagement of the Candidate is terminated by the Client or the Candidate within the time periods specified below subject to a minimum of 3 months, the Client may be entitled to a conditional rebate of the Fee. The following conditions must be met in order for the Client to qualify for any rebate:

 5.1.1. the Client must notify the Employment Agency that the Candidate’s Engagement has ended within 3 days of the Engagement ending or within 3 days of notice being given to end the Engagement; whichever is earlier; and

 5.1.2. the Employment Agency’s invoice for the Fee must have been paid first and in all cases within the payment terms. For the avoidance of doubt, only actual, cleared payment in full to the Employment Agency’s account will suffice to fulfill this requirement, even if the payment deadline on the invoice has not yet passed; and

 5.1.3. the Candidate’s Engagement must not have been terminated for any reason other than that s/he was wholly unsuitable, which is confirmed by the Candidate. For the avoidance of doubt dismissal due to redundancy, re-organisation, change in strategy or reduction in the volume of work are not sufficient grounds for a rebate; and

 5.1.4. the Candidate did not leave the Engagement because he/she reasonably believed that the nature of the actual work or workplace was substantially different from the information the Client provided prior to the Candidate’s acceptance of the Engagement or what could reasonably have been expected; and 

 5.1.5. the Candidate did not leave the Engagement as a result of discrimination, suspected breach of law, health and safety regulations, or other acts detrimental to the Candidate; and

 5.1.6. all other terms hereof have been complied with by the Client.

5.2. Where the Engagement occurred following an offer of Engagement to the Candidate, an administrative fee of £500 shall be deducted from any rebate.

5.3. Where the Client or any associate or subsidiary thereof re-Engages a Candidate within 12 months of termination of the Engagement, any rebate paid to the Client under this clause shall be immediately repaid to the Employment Agency by the Client and no further rebates shall apply.

5.4. For the avoidance of doubt, a rebate is the Client’s sole remedy in the event that a Candidate transpires to be unsuitable. The Client may not withhold payment of the Introduction Fee on the grounds that it is in any case due a rebate.

Duration of Employment in weeks - 0-12 weeks   
Percentage of Fee to be rebated - 100%

6. FREE REPLACEMENT

6.1. Where the Engagement of the Candidate is terminated by the Client or the Candidate within 12 weeks, the Client shall be entitled to a free replacement. In this context a free replacement shall mean the re-Introduction of any existing Candidates and Introduction of up to three new Candidates to fill the Vacancy (a “Free Replacement”) within a period of 1 month following the end of the original Engagement. The following conditions must be met in order for the Client to qualify for a Free Replacement:

 6.1.1. the Client must notify the Employment Agency that the Candidate’s Engagement has ended within 3 days of the Engagement ending or within 3 days of notice being given to end the Engagement; whichever is earlier; and

 6.1.2. the Employment Agency’s invoice for the Fee must have been paid first and in all cases within the payment terms. For the avoidance of doubt, only actual, cleared payment in full to the Employment Agency’s account will suffice to fulfill this requirement, even if the payment deadline on the invoice has not yet passed; and

 6.1.3. the Candidate’s Engagement must not have been terminated for any reason other than that s/he was wholly unsuitable, which is confirmed by the Candidate. For the avoidance of doubt dismissal due to redundancy, re-organisation, change in strategy or reduction in the volume of work are not sufficient grounds for a rebate; and

 6.1.4. the Candidate did not leave the Engagement because he/she reasonably believed that the nature of the actual work or workplace was substantially different from the information the Client provided prior to the Candidate’s acceptance of the Engagement or what could reasonably have been expected; and 

 6.1.5. the Candidate did not leave the Engagement as a result of discrimination, suspected breach of law, health and safety regulations, or other acts detrimental to the Candidate; and

 6.1.6. all other terms hereof have been complied with by the Client.

6.2. Where the Client or any associate or subsidiary thereof re-Engages the original Candidate within 12 months of termination of the Engagement, the Client shall immediately pay a Fee for the Introduction and Engagement of the Free Replacement Candidate and no further rebates or free replacements shall apply.

6.3. For the avoidance of doubt, the Employment Agency shall have complied with its Free Replacement obligations upon the Introduction of new Candidates as specified above. The actual Engagement of any of the Candidates by the Client is beyond the control of the Employment Agency.

6.4. For the avoidance of doubt, a Free Replacement is the Client’s sole remedy in the event that a Candidate transpires to be unsuitable. The Client may not withhold payment of the Introduction Fee on the grounds that it is entitled to a Free Replacement and may not claim a rebate of the Introduction Fee if it fails to Engage any of the new Candidates, cancels the Vacancy or terminates this agreement.