RP International FZ-LLC - Standard Terms Of Business

These Terms of Business cover the provision of services by RP International FZ-LLC (“RP”) to the client (“the Client”) who requires the services of a contractor or identification of a permanent employee (“a Candidate”). RP has or will provide the Client with details and/or CVs of potential employees or contractors for contract work or permanent employment (“the Service”) in accordance with these Terms of Business which the Client accepts and agrees to adhere to upon receiving the Service.

Obligations of the Client

The Client warrants that it will not employ directly or indirectly any person introduced by RP other than through RP.

RP confirms with Candidates that they are happy for RP to submit their C.V. to the Client on the basis that RP is the sole agency acting on their behalf.

In the event that the Client believes a Candidate to have been introduced by more than one agency, the Client must notify RP within 48 hours of receiving the Service, providing written evidence from such other agency that it had already introduced the Candidate to the Client, failing which these Terms of Business shall be binding.

The Client warrants that it has interviewed the Candidate and deems the Candidate suitable for its purposes.

The Client shall be solely responsible for instructing the contractor and monitoring the work performed. The Client will keep records of the work provided and the time spent by the contractor. The Client shall use its best endeavours to ensure that the timesheets submitted by the contractor are signed on a weekly/monthly basis as agreed.

The Client (or the End User if not the Client) will not disclose to the Candidate the terms of any agreement between the Client and RP.

The Client will comply with all Statutes, By-laws and Regulations relating to Health and Safety and shall maintain adequate Public and Occupier’s Liability Insurance to cover the contractor when on the Client and/or End Users sites.

Obligations of RP

Prior to the commencement of the provision of a contractor or if not practical on commencement of the assignment, RP will send to the Client in writing (of which email is an acceptable form) a specification stating the name of the contractor, duration of the contract, hourly or daily rate, expenses to be paid by the Client and any other relevant information (“the Specification”).

RP shall use its reasonable endeavours to provide the Service, however it has no responsibility for the work carried out by the contractor who shall be under the day to day control and instruction of the Client or End User.

Except for personal injury or death caused by RP’s negligence neither RP nor its contractors or employees provided in accordance with the Service will be liable by reason of breach of contract, negligence or otherwise for any loss or consequential loss which shall include but is not limited to any loss of anticipated profits, damage to reputation or goodwill, loss of expected future business, damages, costs or expenses payable to any third party or any other indirect losses, occasioned to any person acting, omitting to act or refraining from acting in reliance upon the Service provided hereunder.The Client acknowledges that it has not entered into this Agreement relying upon any representation of RP.

Payment Terms

The charge rates, per diems and expenses quoted in the Specification are exclusive of Taxes, including but not limited to Sales Tax, Value Added Tax and Withholding Taxes. Where there is withholding tax on payment of RP invoices, the total value of the invoice will be rounded up by the Client to ensure RP receives the full sum due on the invoice.

RP Invoices will need to be paid to the UAE in Dubai. The contractor will submit a time sheet monthly (or weekly if agreed) for signature by an authorised officer of the Client to confirm that he/she has worked the stated hours and that his/her performance over that working week is to the Client’s satisfaction and the work accepted. This signed time sheet is RP’s authorisation to invoice the Client.

Once the time sheet is signed the time shown on the time sheet becomes payable at the daily charge rate without dispute. The Client has no right of set off or counterclaim upon any monies payable to RP.

Any disputes must be lodged with RP within 7 days of the invoice date, or the invoice becomes payable in full. Disputes must include details of the value of the dispute, the reason for the dispute and who at the Client address is to be contacted to resolve the dispute.All undisputed sums should be paid on the due date.

All invoices must be paid within 14 days. RP reserves the right to charge interest on invoices unpaid within 30 days of the due date at the rate of four per cent above National Westminster Bank Plc (UK) base lending rate. The Client warrants that RP will be refunded for all debt recovery and collection fees incurred due to late payment of any invoice. Where invoices are not settled promptly within the terms the Client foregoes its right to any ensuing claims or compensation.

Where expenses or other disbursements are paid by RP on behalf of the Client, RP may charge a handling fee.

Miscellaneous

Nothing in these Terms of Business shall imply a contract of employment between the Client and any other party.

In the event of termination of any Agreement deriving from these terms, any clause intended to have effect following termination shall survive and continue in effect.

The benefit of any work undertaken by the contractor for the Client (or End User) including any copyright or intellectual property rights in such work shall be the property of the Client (or End User).

Termination

These Terms of Business shall continue to subsist unless and until a subsequent formal contract is signed by a director of both parties.

Finders Fee

In the event that the Service results in the Client or End User employing an employee or contractor on a permanent basis within 12 months of the CV being provided (or resubmitted), or within 12 months of the termination of any agreement between RP, the Candidate and the Client, a fee of 30% of the estimated first year salary (including any allowances, benefits and bonuses) will be charged to the Client by RP. This fee is to be settled in full by the Client to RP within 30 days of receipt of notification from RP that the fee is payable.

Legal Jurisdiction

These terms shall be interpreted in accordance with UAE Law and the parties agree to submit to the jurisdiction of the UAE Courts.