We are UMBRA International Group Limited incorporated and registered in England and Wales with company number
11669571 whose registered office is Berkeley Square House,  Berkeley Square, London, W1J 6BD “Agency”, “we”, “us”, “our”
and “ours”.

UMBRA International Group acts as an employment agency (as defined in Section 13(2) of the Employment Agencies
Act 1973) when Introducing Candidates to the Client for Engagement by the Client.

You are the recipient of these Terms of Business and as such you and are our client for the purposes of these Terms of
Business. Throughout referred to as “you”, “your” and “yours”.

1.1. These Terms are deemed to be accepted by the Client by virtue of a request for or acceptance of an
Introduction or the interview, offer to Engage or Engagement of a Candidate, or the passing by the Client of
any information about a Candidate to any third party following an Introduction.
1.2. These Terms constitute the entire contract and agreement between the Agency and Client (unless otherwise
agreed in writing by the CEO) and supersede all previous Terms and agreements between the parties relating
to Agency Services.
1.3. The Agency acts as an employment agency and as such is an intermediary which Introduces Candidates to
Clients and vice versa. The Agency has no part contractual or otherwise, in any arrangement between Client
and Candidate. Nothing in these Terms creates any employer and employee relationship, partnership or any
other relationship between the parties, other than the contractual relationship expressly provided for in these
Terms. Neither party has authority to make any commitment on the other party’s behalf, except as expressly
agreed in these Terms.
1.4. By receiving these Terms and making a verbal or written request for the Agency to provide its Services, the
Client acknowledges it has read and accepted these Terms and all business undertaken is transacted subject
to these Terms.
1.5. The Client acknowledges it had the opportunity of taking independent legal advice before deciding whether
to enter into this contract and it has deemed the Agency’s Services suitable and satisfactory for its
requirements.
1.6. The Agency is committed to equal opportunities and the Client agrees to comply with anti-discrimination
legislation regarding the selection and treatment of Candidates.

2.1. The Agency uses all reasonable endeavours, skill and care to Introduce at least one suitable Candidate to the
Client which the Agency considers suitable for the Client and to confirm the Candidate is willing to work in
the position the Client is seeking to fill. The Agency cannot guarantee to find a suitable candidate for each
vacancy. Without prejudice to clause 3.2 below, the Agency shall use reasonable endeavours to ascertain that
the information provided by the Agency to Client in respect of the Candidate is accurate.
2.2. The Agency accepts no responsibility in respect of matters outside its knowledge and Client must satisfy itself
as to the suitability of the Candidate.
2.3. The Agency will request Candidates to supply copies of documents to evidence identity, relevant training,
qualifications, or authorizations which the Client considers necessary or which are required by law or any
professional body for the role the Client wishes to fill.
2.4. As the Agency is not the employer, it is the responsibility of the Client to obtain DBS, criminal record or police
checks and to ask to see copies of any certification obtained by a Candidate. Under Data Protection
Regulations, the Agency is unable to share personal data of a Candidate to the Client without written
authorization from the Candidate, or if at the Agency’s discretion it deems it necessary and is permitted by
law. If you require a DBS check, for example if the Candidate expected to be engaged will be working with a
vulnerable person, we can assist in obtaining this at an additional charge.
2.5. The Agency will use all reasonable endeavours to obtain a minimum of 2 recent employment references for
the Candidate and where the referees have agreed the reference provided may be disclosed to the Client. In
the case where employers only provide Employment Verification statements (which is becoming more
common) or if the Agency is unable to obtain a reference, it will notify the Client and of the steps it took to try
to obtain references.
2.6. The Agency Services are deemed to be completed in its entirety when the Client’s Offer of Engagement has
been accepted by a Candidate. The Introduction Fee becomes due at this point (whether invoiced or not) and
applies even if the Client has failed to notify the Agency of the Engagement.

3.1. To enable the Agency to comply with its obligations under clause 2, the Client undertakes to provide the
Agency details of the position which the Client seeks to fill, including the type of work that the Candidate
would be required to do; the location and hours of work; proposed remuneration; the experience, training,
anticipated start date; 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 and what steps the Client has taken to prevent or control such
risks.
3.2. The Client shall satisfy itself as to the suitability of the Candidate. 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, for criminal records and/or
background checks and for satisfying other requirements, qualifications or permission required by the law
and regulations of the country in which the Candidate is engaged to work.
3.3. The Client agrees to notify Agency immediately if it makes an offer of Engagement to any Candidate, the
terms of such offer and both that any such offer has been accepted and details of the Remuneration agreed
together with any documentary evidence as may reasonably be requested by Agency.
3.4. The Client agrees to pay the applicable Agency Fee(s) as set out in this Agreement and in accordance with
the payment terms.
3.5. The Client is responsible for paying the Candidate and complying with all contractual and regulatory matters
including health and safety relevant to the Candidate.
3.6. Any Engagement is direct and not a supply by Agency, the Client is solely responsible for any compliance with
legislation or tax requirements that may apply to the Engagement of, and relationship with, the Candidate.
3.7. The Client undertakes not to employ or seek to employ any member of the Agency’s staff. If any member of
the Agency’s staff nevertheless accepts an Engagement within 3 months of leaving the Agency’s
employment, the Client will pay an Introduction Fee to the Agency as if that member of staff had been
Introduced to the Client by the Agency.

4.1. An Introduction Fee becomes due and payable when a Candidate accepts an offer of Engagement from the
Client.
4.2. Permanent Engagements – the Introduction Fee for the first Candidate to accept an offer of Engagement
from the Client (“First Candidate”) is calculated at 25% of the first-year gross base remuneration. If the First
Candidate does not remain employed by the Client for 12 weeks or more after the Start Date, any further
Candidate that accepts an offer of Engagement from the Client, shall incur an Introduction Fee of 25% of the
first-year gross base remuneration. The minimum Introduction Fee for Permanent Engagements is £1750 +
VAT.
4.2.1. 50% of the Introduction Fee shall be payable by the Client once the Candidate accepts an offer of
Engagement, whether such offer is conditional or not. The remaining 50% will be invoiced exactly 12
weeks after the Start Date providing the Candidate remains employed by the Client in any type or form
at this date. For the avoidance of doubt, if the Candidate is not employed with the Client after 12 weeks
from the Start Date, no further remuneration is to be paid from the Client to the Agency.
4.2.2. For overseas Engagements with Clients new to the Agency, 100% of the Introduction Fee will be invoiced
upon offer acceptance. For subsequent Engagements and providing the Client paid the first invoice in
full and in accordance with the payment terms, 4.2.1 will apply.
4.3. Temporary Engagements – the Introduction Fee is calculated at 25% of the gross base remuneration. The
minimum Introduction Fee for Temporary Engagements is £100.
4.3.1. 100% of the fee due is invoiced prior to the start date and per the payment terms.
4.3.2. If a Temporary Engagement is extended beyond the initial term or later becomes Permanent, the agency
must be notified within 3 days and an additional applicable fee will apply. In that event the Client must
pay any additional Remuneration applicable to any period of Engagement beyond or re-Engagement
after the initial fixed term; subject to the combined fees not exceeding the Introduction Fee had the
Candidate been Engaged for 12 months or more from the outset. No fee rebates are payable in respect
of fees under this clause 4.3.2.
4.4. Where the actual Remuneration is not known by the Agency, the Agency is entitled to make a reasonable
estimation of the Remuneration for the purpose of calculating its Fee, based on its determination of
comparable roles in the market generally and with regard to any information originally supplied to the Agency
by the Client.
4.5. If the Client subsequently increases the working hours after the Start Date (e.g. part-time to full-time) within
the first 12 months, the Client shall notify the Agency immediately and will be liable for an additional applicable
Fee, recalculated and pro-rata, based on the revised requirements from the date of the change.
4.6. Fees are exclusive of VAT and charged at the prevailing rate where applicable. Fees are payable in pounds
Sterling and any exchange rate used shall be the exchange rate at the date of the invoice. The Client is
responsible for paying all bank transfer, currency conversion and other fees and charges so the full invoice
amount is received in cleared funds.

Where the Client wishes to trial a candidate before the Client makes an Engagement decision, there will be no fee for
a 1-day trial; trials of more than 1 day will incur a fee. The Client shall agree the trial pay with the Candidate and pay the
Candidate directly. During a trial the Client and Candidate may continue to interview with other parties. If a Candidate
accepts an Engagement offer from the Client, the Agency trial fee for this specific Candidate will be discounted from
the Introduction Fee. Fees for trials are calculated at 25% pro-rata of the gross salary.

6.1. The Client shall notify the Agency within 5 business days (business days do not include weekend or public
holidays in England) if it receives details of a Candidate already Introduced for this current vacancy by another
agency, third party, referral or any other source, including its own sourcing, directly or indirectly. The Client
agrees that if no such notice is given to the Agency and the Candidate is Engaged, the Client shall pay the
relevant Introduction Fee to the Agency. The Agency reserves the right to request the Client provide copies of
documentation to evidence dates and receipt of the Candidate details from other sources.
6.2. When the Client notifies the Agency per clause 6.1 and provides evidence of receipt of Candidate details for
the specific current role, and after the Agency has confirmed the Candidate had agreed to be Introduced by
another party, the Client shall have no liability to the Agency for an Introduction Fee if the Candidate is
Engaged for that current role.
6.3. Subject to clause 6.1 and clause 6.2, the Agency’s entitlement to the Introduction Fee shall not be affected if
the Agency Introduces a Candidate and the Client later receives details of this Candidate from any third party
or source or referral whether directly or indirectly.
6.4. If a Candidate Introduced by the Agency is rejected or rejects an offer of Engagement by the Client and is later
engaged in any type or form by the Client within 1 year of the Introduction, or if the Client Re-Engages a
Candidate in any type or form within 1 year from termination of the original Engagement, the Client agrees to
immediately notify the Agency and shall be liable to pay the relevant Introduction Fee for the new
Engagement.

7.1. An invoice for the Introduction Fee will be issued to the Client upon a Candidate’s acceptance of an
Engagement offer. These payment terms are not contingent on the Client’s suitability checks or on the status
of the employment contract.
7.2. Invoices are strictly payable in full within 7 days of the invoice date.
7.3. The Agency reserves the right to raise charges under the Late Payment of Commercial Debts (Interest) Act
1998 on invoiced amounts unpaid by the due date, including interest at the rate of 8% per annum plus the
base rate set at the time by the Bank of England from the due date until the date of payment. Invoices not
paid in full by 30 days from the invoice date will be subject to a late payment surcharge of 8% of the invoice
amount. The Agency reserves the right to pass the debt over to a debt collector or legal professional at any
time after 30 days. The Client shall be liable for and shall indemnify the Agency against all costs and expenses
incurred by the Agency in respect of any steps, actions or proceedings made or brought against the Client by
the Agency to obtain payment of outstanding Agency Fees and late payment surcharge.
7.4. The Client agrees it has no right to invoke set-off, withhold or deduct monies from sums due to the Agency
under or in connection with these Terms.

8.1. If the Client effectively Introduces any Candidate to any affiliate of the Client, and that Introduction results in
an Engagement of the Candidate by that third party, the Client will:
8.1.1. immediately notify the Engagement to the Agency; and
8.1.2. pay to the Agency an Introduction Fee in accordance with clause 4, unless the Engagement occurs more
than 12 months after the Introduction of the Candidate to the Client by the Agency, or the date of the
Candidate’s last interview with the Client, whichever is the later.

9.1. If, after an offer of employment has been accepted by a Candidate, the Client withdraws the offer, the Client
will be liable for a cancellation fee of 50% of the Introduction Fee.
9.2. If the Client cancels or withdraws a search instruction to the Agency for any reason once the Agency has been
appointed and started work on the search, a search withdrawal fee of £300 shall become payable to the
Agency for the administration, time spent and expenses incurred. If the Client becomes unresponsive via
email and/or telephone for 4 weeks, then the Agency will accept this as the search being cancelled and the
withdrawal fee will become payable. [Note to Client: Please note clauses 9.1 and 9.2].
9.3. If a Candidate withdraws from an Engagement after acceptance and before the Start Date through no fault
of the Client, a refund of the Introduction Fee paid shall be offered to the Client.
9.4. If the Client wishes the Agency to search for a new Candidate under a revised criteria and engages a new
Candidate from the Agency for the role, the Cancellation Fee paid as per 9.2 would be deducted from the new
Introduction Fee.
9.5. In the case of new Overseas Clients who paid 100% of the full Introduction Fee due and in accordance with
the payment terms in clause 4, should the Client or Candidate terminate a Permanent Engagement after the
Start Date and before the expiry of 12 weeks, the Agency will refund 50% of the Introduction Fee paid to the
Client.
9.6. Early Termination of a Temporary Engagement (after the Start Date and before the end of the original contract
term):
9.6.1. If the Client ends a Temporary Engagement early, there is no eligibility for a pro-rata refund of the Fee
paid.
9.6.2. If a Candidate ends a Temporary Engagement early, the Agency will refund the Client for each full week
remaining unworked of the original contract term, unless clause 9.6.3 applies.
9.6.3. If a Candidate terminates the Engagement because the Client failed to comply with the independent
contract agreed between them, or due to unreasonable, inappropriate or unlawful conditions, behaviour
or demands and the Agency deems the issue or issues to be unreasonable, inappropriate or unlawful,
there is no eligibility for a pro-rata refund of the Fee paid.

10.1. In providing its Services, the Agency is committed to maintaining a high level of service. However, its Service
is dependent upon the Client providing complete and accurate information, which is beyond the control of
the Agency.
10.2. You shall at all times comply with all applicable laws and regulations relevant to your relationship with us or a
Candidate, including but not limited to the Equality Act 2010 and you agree that you shall not take any action
which would cause us to be in breach of our obligations under any applicable legislation.
10.3. The Client accepts and agrees that the Agency gives no warranty as to the suitability of any Candidate for any
vacancy.
10.4. The Agency confirms that, in Introducing any Candidate to the Client, it is not aware of anything which will
cause any detriment to the interests of that Candidate or the Client if the Client Engages the Candidate to fill
a vacancy.
10.5. Neither the Agency nor any of its staff will be liable to the Client for any loss, injury, damage, expense or delay
incurred or suffered by the Client arising directly or indirectly from or in any way connected with the
Introduction to or the Engagement by the Client of a Candidate, unless such loss, damage, costs or expenses
are the direct result of the negligent acts or omissions of the Agency. In particular, but without limiting the
generality of the foregoing, the Agency will not be liable for any loss, injury, damage, expense or delay arising
from or in any way connected with:
10.5.1. any failure of the Candidate to meet the Client’s requirements for all or any of the purposes for which the
Candidate is required by the Client;
10.5.2.any act or omission of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;
or
10.5.3.any loss, injury, damage, expense or delay suffered by a Candidate.
10.6. Except in the case of death or personal injury caused by the Agency’s negligence, the liability of the Agency
under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory
duty or otherwise howsoever will not exceed the Introduction Fee(s) paid or due to be paid by the Client to
the Agency under this Agreement. The provisions of this clause 10.6 will not apply to clause 10.8
10.7. Subject to clause 10.6, neither Party will be liable to the other Party in contract, tort, negligence, breach of
statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or
suffered by that other Party of an indirect or consequential nature.
10.8. The Client will indemnify and hold harmless the Agency from and against all claims and losses arising from
loss, damage, liability, injury to the Agency, its employees and third parties, by reason of or arising out of:
10.8.1. any loss, injury, expense or delay suffered or incurred by a Candidate, however caused, and/or
10.8.2. any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly
from or in any way connected with the acts and omissions of a Candidate, whether wilful, negligent,
fraudulent, dishonest, reckless or otherwise, that arises directly or indirectly out of or in any way
connected with arising out of or in any way connected with the Introduction, Engagement or use of a
Candidate, the withdrawal by the Client of a vacancy, any information supplied by the Client to the
Agency or the Client’s breach of these Terms and Conditions. ‘Claims’ will mean all demands, claims,
proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise), and
‘Losses’ will mean all losses including, without limitation, financial losses, damages, legal costs and other
expenses of any nature whatsoever.
10.9. Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any
representation, warranty or other provision except as expressly provided in this Agreement, and any
conditions, warranties or other terms implied by statute or common law are excluded from this Agreement
to the fullest extent permitted by law. Nothing in this Agreement excludes liability for fraud.

11.1. The parties will comply with their respective obligations under the UK General Data Protection Regulation
(UK GDPR) and the Data Protection Act 2018, or other applicable data protection legislation.
11.2. All Introductions are confidential. All work undertaken by the Agency for the Client in respect of the
Introduction of a Candidate to the Client will be for the private and confidential use of the Client only and
should not be reproduced in whole or in part or relied upon by third parties for any use whatsoever, without
the express written authority of the Agency.
11.3. Each Party (‘Receiving Party’) will keep the confidential information of the other Party (‘Supplying Party’)
confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party will only
use the confidential information of the Supplying Party for the purpose and for performing the Receiving
Party’s obligations under this Agreement. The Receiving Party will inform its officers, employees and agents
of the Receiving Party’s obligations under the provisions of this clause 11.3, and ensure that the Receiving
Party’s officers, employees and agents meet those obligations.
11.4. The obligations set out in this clause will not apply to any information that:
11.4.1. was known to or in the possession of the Receiving Party before it was provided to the Receiving Party
by the Supplying Party;
11.4.2. is, or becomes, publicly available through no fault of the Receiving Party;
11.4.3. is provided to the Receiving Party without restriction on disclosure by a third party who did not breach
any confidentiality obligations by making such a disclosure;
11.4.4. was developed by the Receiving Party, or on its behalf by a third party who had no direct access to, or use
or knowledge of the confidential information supplied by the Supplying Party; or
11.4.5. is required to be disclosed by order of a court of competent jurisdiction.
11.5. The obligations in this clause 11 will survive termination of this Agreement.

12.1. Either party may terminate the Terms by giving written notice at any time to the other if:
12.1.1. the other party commits a material breach of the Terms and in the case of a breach capable of being
remedied, fails to remedy it within a reasonable time of being given written notice from the other party
to do so; or
12.1.2. the other party commits a material breach that cannot be remedied under any circumstances.
12.2. Any rights to terminate the Terms shall be without prejudice to any other accrued rights and liabilities of the
parties arising in any way out of these Terms as at the date of termination.
12.3. Where a Candidate has been offered an Engagement by the Client of any type or form, the Service will be
deemed to have been performed in its entirety and the full applicable Fee is payable, even where the Client
has subsequently indicated a desire to terminate these Terms.
12.4. On termination of this Agreement, the Client will pay for all Agency Services provided up to the date of
termination, and for all expenditure falling due for payment after the date of termination from
commitments reasonably and necessarily incurred by the Agency for the performance of the Agency
Services prior to the date of termination.

13.1. Neither Party will have any liability under or be deemed to be in breach of this Agreement for any delays or
failures in performance of this Agreement which result from circumstances beyond the reasonable control of
that Party. The Party affected by such circumstances will promptly notify the other Party in writing when such
circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances
continue for a continuous period of more than 3 months, either Party may terminate this Agreement by
written notice to the other Party.
13.2. The Client shall not assign, transfer or in any way make over any of its rights or obligations to any third party
without the written consent of the Agency.
13.3. The Client’s obligations under these Terms shall be performed without any right of the Client to invoke set-off,
deductions, withholdings or other similar rights.
13.4. In the event of a dispute between the parties to these Terms, the parties agree to undertake a timely attempt
to resolve and settle the dispute by first engaging in good faith with the other.
13.5. All notices which are required to be given in accordance with this Agreement shall be in writing and may be
delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is
to be served or any other address that the party has notified the other party in writing or by email. Any such
notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following
posting and if by email, when that email is sent.
13.6. Any delay or failure by the Agency in enforcing or seeking to enforce any of its rights arising from these Terms
is not a waiver of such rights, which remains fully enforceable at all times.
13.7. This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship, or
other relationship between the Parties other than the contractual relationship expressly provided for in this
Agreement. Neither Party will have, nor represent that it has, any authority to make any commitments on the
other Party’s behalf.
13.8. If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or
unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered
ineffective as far as possible without modifying the remaining provisions of this Agreement and will not in any
way affect any other circumstances of or the validity or enforcement of this Agreement.
13.9. For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision
of this Agreement this Agreement is not intended to, and does not, give any person who is not a party to it
any right to enforce any of its provisions
13.10. The validity, construction and performance of this Agreement is be governed by English law and will be
subject to the exclusive jurisdiction of the English courts to which the Parties submit.

Please contact us if you have any questions about the UMBRA Select Terms and Conditions.

We can be contacted at:

Berkeley Square House,

Berkeley Square,

London,

United Kingdom,

W1J 6BD

Email: info@umbrainternational.com