Terms of Service for Recruiters

1. Introduction

   We are Jobba Limited. ("Jobba", “we” or “us”). The following Terms of Service and any documents referred to below (all such terms and documents together referred to as the "Terms") govern the legal relationship between you and Jobba in relation to your use of our web application (accessible at the URL https://heyjobba.com) (the “Web App” and as further defined below) and any updates to that Web App. Our Web App is a platform which allows Hirers to deal with appropriate Recruiters for introductions to Candidates (all such terms are defined below) for engagement opportunities. However, we give no guarantee about the information Hirers provide to you as a Recruiter through our Web App or otherwise nor which Candidates provide to us or Recruiters. As Recruiters you must not provide any Candidates under the age of 18 or who do not have the right to work in their relevant jurisdiction.

2. Acceptance of these Terms

   1. By clicking on the “I accept” button or where that is not applicable, by your signature or email acceptance of these Terms or you are using our Services (defined below) after receiving these Terms, you are deemed to have read and accepted these Terms prior to using the Web App as a registered user.
   2. You acknowledge and agree that these Terms apply from the date on which you click “I accept” button or where that is not applicable, the date of your acceptance of these Terms by signature or email or the date you start using our Services. Further you acknowledge and agree that the Terms apply to your use of our Web App and that the Terms form a legally binding contract between you and Jobba and that your use of our Web App creates legal relations between you and the Hirers who you engage with through our Web App.
   3. If you disagree with these Terms you must not click the “I accept” button or otherwise accept them or use our Services. You acknowledge and agree that Your Representative (defined below) has the authority to enter into and to bind you to the Terms and your continued use of our Web App is confirmation of that.
   4. In order to use the Services you must register as a recruiter on our Web App and accept these Terms.
   5. We reserve the right to decline or cancel your registration at any time for any reason.

3. Definitions

   • Candidate: any work seeker who is introduced through our Web App by Recruiters to Hirers for direct engagements.
   • Candidate Requirements: a list of tick boxes about Hirer requirements which they provide on our platform when posting Vacancies and which Recruiters complete as applicable when introducing their Candidates.
   • Engagement: means the engagement (including the Candidate’s acceptance of the Hirer’s offer), employment or use of the Candidate by the Hirer, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement or joint venture; or any other engagement; or through a limited company of which the Candidate is an officer, employee or other representative; and “Engage”, “Engages” and “Engaged” shall be construed accordingly.
   • Features: the Web App features available from time to time that enable Hirers to contact and to arrange interviews or the sharing of information with Recruiters and their Candidates as applicable, whether by a matching application or otherwise, and which allow Hirers to pay us and the Recruiter at the same time (as described in more detail in these Terms and on our Web App). We reserve our right to amend, withdraw and add to our Features from time to time at our discretion.
   • Hirer: a person or organisation who uses our Web App for the purposes of being introduced to Candidates via Recruiters.
   • Intellectual Property: rights to inventions; copyright and related rights; trade marks, trade names, domain names, rights in get-up, goodwill and the right to sue for passing off; unfair competition rights; rights in designs; all rights whatsoever in computer programs, firmware, ‘apps’ and other computer software and data; database rights; and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and to be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
   • Introduction: when a Candidate is introduced for the first time by a Recruiter to a Hirer through our Web App for the purposes of a filling a particular Vacancy and “Introduces” shall be construed accordingly.
   • Introduction Fee: the composite payment (plus any applicable VAT) to be paid by the Hirer under these Terms where an Introduction leads to an Engagement. The Introduction Fee is comprised of the separate payments to be made by the Hirer via the Payment Services Provider (defined at clause 9) to each of Jobba and the Recruiter as set out at schedule 1 to these Terms.
   • Recruiters: recruitment agents (whether individual sole traders or individuals operating through their own “one person” personal service companies but not established recruitment agency businesses/companies) who register with our Web App as recruiters and who would seek to find Candidates to fulfil Vacancies.
   • Regulations: The Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended).
   • Remuneration: means the gross basic salary/fees paid to the Candidate attributable to any Vacancies or any engagements performed as a result of our Services and the services of Recruiters through our Web App (whether actually paid during such period or after);
   • Reviews: a review provided by either a Recruiter, Candidate or a Hirer about the other in respect of their dealings in connection with a Vacancy. The information to be included in a Review will be prompted by Jobba from time to time at its discretion.
   • Vacancy: a job or position which a Hirer is seeking to fill and which the Hirer posts on our Web App.
   • Vulnerable Person: means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen.
   • Web App: Jobba’s software platform and application, which can be accessed from the URL (https://heyjobba.com), which enables Hirers to find appropriate Recruiters to source Candidates for engagement opportunities and consisting of the domain name ‘https://heyjobba.com’ (and all other domain names from which the Web App can be accessed); the Features; the Candidate Requirements; the content offered from and generated by the Web App (including all text, information, data, software, executable code, images, audio or video material in whatever medium or form); the Web App’s look and feel, graphic user interface and functionality; and, the software (including any algorithm/ machine learning toolkit used) (in object code and source code format) that powers the Web App and that is used to provide the content on it (including any error corrections, updates, upgrades, modifications and enhancements to it made by us).
   • Your Representative: where applicable, the person who creates and maintains a profile for your company or organisation on our Web App.

4. Interpretation

   1. The headings in these Terms are inserted for convenience only and shall not affect their construction.
   2. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
   3. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
   4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

5. Services and your contract with the Recruiters

   1. We provide a web application to help Hirers engage with Recruiters to find Candidates for their Vacancies on our Web App and we provide any other services described in our Web App for Recruiters from time to time (the “Services”). If you require work beyond the scope of the Services, we are happy to consider any proposal and may, at our discretion, agree to enter into separate terms with you about such work.
   2. Where a Recruiter Introduces a Candidate to a Hirer, the Hirer will inform us and the Recruiter as soon as possible if they have received details of a Candidate which their business is already in possession of from another employment agency in relation to the same Vacancy. We will then investigate to confirm whether or not that Jobba and the Recruiter are due a fee under these Terms. You, the Recruiter agree that a fee may not be due to you where your introduction is not the effective cause of the engagement of a Candidate by the Hirer. Where the Hirer fails to provide any such notification, Jobba and the Recruiter will not know the Hirer’s position and so we would of course require the usual payments be made by the Hirer. We will however, act reasonably, where the Hirer does provide the relevant information to us to investigate. Where the Hirer passes information received from you, the Recruiter, about a Candidate to a third party (whether within the Hirer’s corporate group or otherwise) and that causes any third party to hire the Candidate, the Hirer agrees that they must pay the relevant fees to Jobba and you.
   3. For the purposes of the Regulations, from legal advice sought, we do not believe that those apply to our Services (which are separate services to that provided by Recruiters to Hirers which would be caught by the Regulations), but if they do, we act as an employment agency only in the recruitment chain. Recruiters act only as an employment agency when they engage through our Web App with Hirers and which engagement is deemed to be a separate contract and arrangement between you and each Hirer. By agreeing to these Terms and by Hirers agreeing to our terms of use on their side, each of you is agreeing to have a legal relationship with the other whereby Recruiters agree to fulfil their regulatory obligations when providing recruitment services to Hirers and Hirers agree to pay them for those services on the terms set out below at clause 9, as well as paying us our separate introduction platform fee. To note and which you acknowledge and agree to, the fee a Hirer agrees to pay when registering a Vacancy is the total fee (plus any relevant VAT) and which will be split by the Payment Services Provider between the Recruiter and Jobba as set out below and which spilt will be automated through the Payment Services Provider’s third party payment facility (defined and explained further at clause 9 below). If you consider that you need to propose further terms to Hirers or they wish to provide further terms to you (in each case which do not conflict with the terms herein), we can assist as needed.
   4. The Hirer has agreed to pay separately to each of Jobba and the Recruiters in accordance with the payment terms set out below and that the Recruiters and Jobba have our own separate causes of action to pursue the Hirer for any unpaid amounts. We do not act as an agent or trustee for you, the Recruiter, in respect of these Terms or unpaid payment as you have a direct cause of action against Hirers. You, the Recruiter, hereby acknowledge and agree to this clause.
   5. Our Web App is not currently setup to allow employment business (as defined in the Regulations) services. We will notify you if that changes.
   6. Our matching application referred to above is powered by an algorithm which uses the information provided by:
      1. Hirers when they create and maintain a Hirer profile, use the Candidate Requirements function and post a Vacancy; and
      2. information provided to us by Recruiters about Candidates.

   7. In order to use the Services, you are required to request (and the Hirers are separately required to provide) all of the information set out below when you deal with a Hirer about a Vacancy and which information you agree to provide to the Candidates about each Vacancy as is required of you in the Regulations:

      1. Hirer company name, trading name and the nature of its business;
      2. the intended start date and intended duration of the work;
      3. the position and type of work the successful Candidate will be required to do;
      4. the location at which the successful Candidate will work and the hours of work expected of them;
      5. any relevant health and safety risks and what steps the Hirer has taken to prevent or control such
      6. the experience, training and qualifications and any authorisation which the Hirer considers are necessary, or which are required by law, or by any professional body which the Candidates must possess in order to do the work (this includes but is not limited to any criminal records checks that may be required by law or a relevant professional body);
      7. any expenses payable by or to the successful Candidate;
      8. the minimum rate of pay and any other benefits to be offered and the intervals of payment;
      9. the notice period that the successful Candidate must give and receive for the Vacancy to be terminated; and
      10. whether they will be required to work with Vulnerable Persons (and if so, you, the Recruiter, must then seek the relevant information and references required under the Regulations).
   8. Hirers are required by us to ensure that any information they provide to us and the Recruiters is complete and accurate and they will keep us/the Recruiters updated on any changes to such information. To confirm, if a criminal records check is required as above, the Hirer must notify that to the Recruiter through our Web App so that the Recruiter can inform the Candidate. However, for the avoidance of doubt, it is the Hirer’s responsibility to request any such checks in accordance with relevant law. Jobba does not make any such requests on the Hirers or your behalf.
   9. You, the Recruiter, must ensure under the Regulations that the Candidates provide a general confirmation to you that they agree to Hirers contacting them about any suitable Vacancies after the Candidate is notified to them. You must also ask the Candidate to confirm that they are willing to do the work required if successful in their application. You acknowledge and agree that if a Hirer cancels a Vacancy on our Web App, you and the Hirer may not be able to use any of the Features in connection with such Vacancy and you hereby agree (the Hirer has agreed separately) that we are not responsible in such case if you and the Hirer are then unable to communicate with each other or the Hirer with any Candidates.
   10. You hereby warrant and represent that you are not in breach of any third party obligations when using our Web App (such as duties owed to your current or ex-employers as applicable). You must inform us immediately if you believe that you could be in breach of your duties owed to current employers or engagers or in breach of post-termination restrictions by using our Web App. We reserve our right to terminate your use of our Web App with immediate effect in such case (or for any other reason) and in which case, no further fees may be payable to you. You agree to provide all background information and documentation reasonably requested by us to register you as a Recruiter. Failure to comply with our reasonable requests may mean that we refuse your registration.
   11. To be clear, we do not give any guarantee and warranty about the integrity or accuracy of the information that Hirers supply to us or you about Vacancies and in any event we accept no responsibility or liability should any Candidates be unsuitable for the relevant Vacancy. You will comply with your own obligations under the Regulations and your contract with Hirers about that. In any event, Hirers have agree that they are responsible for carrying out any appropriate background and right to work checks on Candidates and conducting an appropriate and lawful recruitment process before it hires them.
   12. Should a Hirer successfully engage a Candidate for a Vacancy, it is between the Hirer and the Candidate to agree what work is to be done and the relevant contractual terms and for the Hirer to pay the Candidate for the Engagement. Neither the Recruiters nor Jobba plays any part in that process (other than Jobba providing Features from time to time to allow Hirers and Candidates to exchange information via Recruiters to help with that process) and for the avoidance of doubt, neither the Recruiters nor Jobba are responsible for payment to Candidates for any such work whether directly or indirectly. The Hirer is solely responsible for making payment to the Candidate, on the terms agreed between them and for running any related compliance processes, such as under Chapter 10 of Part 2 of Income Tax Earnings and Pensions Act 2003 (also known as the “IR35 reforms”). Neither the Recruiters nor Jobba are the fee-payer under the IR35 reforms nor a temporary work agency under the Agency Workers Regulations 2010. You, the Recruiter, must follow this clause when working through our Web App and you must not provide employment business services (as defined in the Regulations) when working through our Web App – if you do, your use of our Web App will be cancelled with immediate effect and no fee will be due to you through our Web App for such employment business services.
   13. Where it is confirmed to us that a Candidate has been successful in applying for a Vacancy and we then receive or obtain information within 3 months of the Introduction which indicates that he/she is or may not be suitable for that Vacancy, you must inform the Hirer of that as per your regulatory obligations without delay. We accept no responsibility for any loss that you or the Hirer may suffer should any Candidate be unsuitable.
   14. If any Vacancy means that a Candidate would be provided with accommodation or provided with help with travel costs (such as travel cards, travel expenses or loans), then (i) the Hirer is responsible for providing any such lawful accommodation and/or travel costs assistance and (ii) the Hirer must notify us and you of the fact that it is to provide such accommodation and/or travel costs assistance and you must ensure the Candidate is passed that information.
   15. If you are an employment agency other than an independent individual Recruiter or you are an employment business (as defined in the Regulations) you must notify this fact in your profile on our Web App. We may then decline or cancel your registration at our discretion.
   16. As part of the effective provision of the Services and quality control purposes, you agree to provide Ratings about Hirers and consent that Hirers will provide Ratings about you. Candidates may provide Ratings about Recruiters. You must not knowingly provide false, inaccurate or misleading information in respect of Ratings. Ratings will be shown on Recruiter and Hirer profiles for other relevant parties to consider whether to engage with them or not. If we determine at our sole discretion that you are not an appropriate user we reserve the right to cancel your registration and remove you from our Web App.
   17. You will provide to us any other information that we require, without limitation, in respect of record keeping. That means that we may require and you will provide if so, where you have such information, details of successful applications for Vacancies by Candidates and details of the resulting Engagement and the date from which it takes effect and when the Candidate is paid by the Hirer. You agree to notify us immediately on the date on which a Candidate accepts an offer to fill a Vacancy or on the date you become aware of that. There are further related provisions at schedule 1 below.

6. Licence to use the Web App and Intellectual Property

   1. Our Intellectual Property: “Jobba” (word) and all other names, logos, icons and marks identifying us, the Web App and its services are our trade marks. We have registered Jobba as a trade mark under trade mark number UK00003893148. We own (or have a licence to use) all Intellectual Property subsisting in the Web App. By using the Web App under licence you do not acquire any Intellectual Property in our Web App and all right, title and interest to all such intellectual property remains with us or our licensor(s)(as the case may be).
   2. Licence: Provided that you have a valid account with us in respect of your access to and use of the Web App and in consideration of your agreement to be bound by these Terms, we grant you a single non-exclusive, non-transferable, revocable licence to use the Web App for your use under your account. You may not distribute, rent, lease, lend, sell, transfer or sublicense the Web App, nor copy, decompile, reverse-engineer, dissemble, attempt to derive the source code of, modify or create derivative works of the Web App except to the extent as may be permitted by the licensing terms of any open sourced components included in the Web App and to the extent that the foregoing restrictions are not prohibited by applicable law. You hereby grant to Jobba a non-exclusive, non-transferable, revocable licence to use your name, logo, icon and marks identifying you for the proper provision of the Services.

7. Confidentiality

   You agree and will procure that Your Representative agrees and we agree that during and after the termination of these Terms, each will not, without appropriate consent, use or disclose to any other person any information of the other which is identified as confidential or which is confidential by nature. You hereby give and you procure that Your Representative gives consent to us to share with Hirers any information provided by you and/or Your Representative under these Terms or when using the Services when you create and maintain a profile on our App and engage with Hirers. Further, you hereby provide consent to us to disclose, publicise, market or otherwise make use of for valid business reasons the fact that you use our services and details of any successful Vacancies which you help fill through using the Services. We can also use relevant information about your relationship with us for valid business, administration and investment reasons and we hereby grant to you consent to use such information for your own valid business purposes. Further, we can publicise on our Web App or elsewhere on an ongoing basis any testimonials or similar which you choose to provide to us.

8. Data Protection

   1. To the extent applicable to the Services, we each hereby acknowledge that for the purposes of data protection legislation in the UK and Europe, the parties are separate and independent data controllers and we will each comply with our respective statutory obligations as a data controller. We can make a suite of data protection related documents available on request.
   2. To note, Hirers have agreed separately that they do not have a lawful basis of processing under relevant data protection law and may be in breach of their statutory obligations if they collect information and curriculum vitae about Candidates through the use of our Web App where they have no intention of making hires. We have reserved our rights in terms with Hirers to report to the Information Commissioner’s Office where we reasonably consider any Hirer may be in breach of their obligations on this issue.

9. Payment and the Payment Services Provider process

   1. Our payment terms and information are set out at schedule 1 to these Terms and as are otherwise set out on our Web App.
   2. We assist the Recruiter and Hirer with Features to help arrange payment from the Hirer to the Recruiter (and to Jobba) by providing access to a third party payment provider, and which is currently Stripe (but you agree we may change provider at our sole discretion) (the “Payment Services Provider”). Through the Features both Jobba and you will each raise an invoice to the Hirer and which will be presented as one composite request for payment. However, the Payment Services Provider ensures that you and Jobba each separately receive their fee from the Hirer in a way which is compliant with financial services regulations and the Regulations as applicable and that Jobba never receives or holds any monies belonging to the Recruiter (nor any Candidate). You hereby agree that all monies due to Recruiters through the Payment Services Provider will be held by the provider for at least 10 calendar weeks from the start of any relevant Engagement in case a rebate under the terms of schedule 1 is required. Further information about the payment flows from time to time through our Web App are set out on the Web App as applicable and which information is subject to change.
   3. You acknowledge that we merely provide a platform and that we are not a payment provider or a ‘merchant’ for payment. Instead, payment services are provided by a payment provider integrated into the Web App. We are not party to any agreement between you and the payment provider nor the Recruiter and the payment provider and are not liable for any claim or liability in relation to payment provision services. You and the Recruiter may be bound by the payment provider’s terms which may be different to these Terms. Payment providers may decide whether you are suitable to use their services and we are not liable for such decisions. If the Payment Services Provider refuses to provide you with an account for their facility, we reserve the right to cancel your use of our Web App because the Hirer will not be able to make payment to you. We will, however, consider if there are any payment alternatives available but ultimately decisions about registration with our Web App are at our discretion.
   4. You must not move conversations with Hirers off our platform whilst you remain a registered Recruiter in order to avoid paying our commission. This is prohibited under our Terms and which condition the Hirers will also agree to. Hirers and Recruiters who are in breach of this condition of use have joint and several liability in respect of all commission monies owed to us. Where we are owed commission monies which have not been paid through our Web App, we will charge late payment interest at the rate of 4% above the prevailing Bank of England base rate per annum on any monies paid to Recruiters off platform in breach of these Terms. That interest accrues on a daily basis from the date of such payments to the Recruiters.

10. Status

    Nothing in this agreement shall render your or our employees or other staff or you as an individual Recruiter as an employee, worker, agent or partner of the other.

11. Liability

    In addition to any other relevant provisions on the issue of liability in the Terms:

    1. Our total liability to you for losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to an amount equivalent to the average net yearly fee we have received from Hirers for our commission.

    2. To the maximum extent permitted by law, we accept no liability for any of the following:

       1. any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
       2. loss or corruption of any data, database or software; or
       3. any special, indirect or consequential loss or damage.
    3. Should you fail to satisfy any of your contractual or legal obligations to us, Hirers, Candidates, or any other relevant person or organisation as set out, mentioned or alluded to in the Terms, and in particular (although without limitation) clauses 4, 5, 6, 7, 8 and 12 of these Terms, we accept no responsibility or liability for any such breaches by you or any relevant breaches by us as a result and you hereby indemnify and keep indemnified us against any costs, penalties, damages, fines or other losses (including, without limitation, reasonable legal costs) suffered by us in connection with any such failure by you as above.

12. Non-Solicitation

    You agree and we agree that each of us will not, whether directly or indirectly, during the period that you are a registered user or for six months thereafter solicit or entice away or attempt to entice away or authorise such action by any other person, any key executive of the other party who has been involved in the provision of the Services.

13. Termination

    Either of us can terminate your registration of our Web App for any reason and without notice. We may also with for any reason and without notice;

    1. remove any content you publish on the Web App;
    2. verify your information by requesting certain documents and refuse your requests to use the Web App if we believe there is reason to do so;
    3. take any steps to terminate or suspend your use of the Web App if we believe you have failed to comply with any of the provisions of these Terms; and
    4. if we decide to terminate, suspend or refuse to allow your use of the Web App, share or publish your name and email address and notify third parties.

    Thereafter, any continued use of our Web App as an unregistered user will continue to be subject to terms set out on the Web App. For the avoidance of doubt, any terms stated to survive the termination of these Terms and/or any indemnities given in the Terms will continue in full force and effect post termination of these Terms.

14. General

    1. We reserve the right to amend, replace or add to the Terms at our sole discretion as we see fit and to satisfy any relevant legal obligations. We will notify you of any changes we make to these Terms and your continued engagement with us or direct acceptance of the updated Terms will confirm you accept any such changes.
    2. Each of you and Jobba acknowledge that in entering into the Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Terms.
    3. We may defer the date for performance of the Services, or terminate these Terms, if we are prevented from, or delayed in, carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including strikes, lockouts or other industrial disputes, failure of a utility service or transport network, act of god, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, fire, flood, storm or default of suppliers or subcontractors.
    4. Any failure by us 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 nor shall it prejudice our right to take action in respect of the same or any later breach.
    5. Save for Hirers having the right to enforce terms related to your services and information due to them hereunder from you, no provision of these Terms shall be enforceable by any person who is not a party to it.
    6. If any of the provisions of the Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining provisions, which shall continue to be valid to the fullest extent permitted by applicable laws.
    7. These Terms shall be construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English courts. Your use of the Web App may also be subject to other local, state, national or international laws.
    8. Where these Terms are also provided in a language other than English, whilst the translation is believed to be accurate, no warranty to that effect is given, and the English language version will prevail.
    9. Complaints and Disputes: Please contact us immediately using its contact details below if you: (a) have any questions, complaints, claims or concerns about content which appears in the Web App or in relation to us generally; or (b) believe that any act or omission by us or one of our other users of the Web App is in breach of applicable law. We will then consider your concerns and decide whether to take action and whether or not any other user has in our opinion, breached any of these Terms. We will endeavour to inform you of the outcome of any review within a reasonable time of receiving your complaint.
    10. Our contact details: Jobba Technology Ltd (Company number 13574337) is a company incorporated in England with its registered office at The Trees, Swinhow Road, Beadnell, Northumberland, United Kingdom, NE67 5AE. You can contact us by email at contact@heyjobba.com

Schedule 1 - Payment Terms

Payment

1. The Hirer shall through functionality provided on our Web App (and you, the Recruiter, also agree to the following process):

   1. notify each of Jobba and the Recruiter immediately of the terms of any offer of Engagement which it makes to the Candidate;
   2. notify each of Jobba and the Recruiter immediately that its offer of Engagement to the Candidate has been accepted and to provide details to each of Jobba and the Recruiter of the Remuneration agreed with the Candidate together with any documentary evidence as requested by either of Jobba or the Recruiter;
   3. What a contractor Candidate charges the Hirer each month; and
   4. pay the Introduction Fee by the due dates for payment set out below in this schedule 1.

2. For Introductions made to the Hirer which lead to an Engagement(s), the Hirer will be charged and agrees to pay the following Introduction Fee (and you, the Recruiter, also agree to the following):

   1. For permanent employment placements (including full-time and part-time) and fixed term employment, Hirers are able to pick a fee (using Features on our Web App) which range from 5% to 50% of a Candidate’s annual first year Remuneration.
   2. If the Candidate is appointed on a fixed-term of less than 12 months, the Introduction Fee will be the relevant percentage of the Candidate’s Remuneration for the duration of the fixed term period and the Hirer agrees to pay additional Introduction Fees on that same basis for any extension or extensions to the original fixed term Engagement period (where the rehire is within the next 12 months after the last period) for that Candidate up to a maximum total of the relevant percentage of one year’s Remuneration. Where the Hirer hires a Candidate for less than one year and thereafter within the next 12 months after the end of the Engagement hires that same Candidate in a permanent role through the Web App or in any capacity outside of the Web App, the Hirer agrees to pay a further Introduction Fee which is calculated as the percentage previously selected for that Candidate of the annual equivalent Remuneration they earned at the end of the last Engagement performed minus any Introduction Fee already paid for that previous Engagement. Where there is a break of 12 months or more between Engagements for a Candidate, the new Engagement through our Web App is treated as a fresh Engagement under these terms and the parties agree it will be billed accordingly.
   3. The Introduction Fee payable under clauses 2a and 2b above in this schedule will be spilt 80% to the Recruiter and 20% to Jobba using the Payment Services Provider facility on our Web App. The Hirer will have the option to access each of Jobba’s and the Recruiter’s separate invoices as needed for its records.
   4. For contractor placements, Hirers are able to pick a fee (using Features on our Web App) which range from 10% - 50% of a Candidate's charges to the Hirer including any VAT and where applicable in light of the IR35 Reforms any income tax and employee’s national insurance contributions on fees charged by the contractor Candidate to the Hirer. The Introduction Fee for these placements will be calculated based on that percentage applied against the fees charged by a contractor Candidate to a Hirer in respect of a calendar month or part thereof. The Recruiter agrees (as does each Hirer separately) to fully co-operate with any processes, manual or technology enabled, which will allow Jobba to keep track of the amounts the contractor Candidate charges the Hirer. We will set out our lawful basis for processing such data in a privacy notice which will be made available to the Candidates. Notwithstanding any other invoice provisions in these Terms, the Hirer agrees that Jobba and the Recruiter will each submit their respective invoices for their part of the Introduction Fee in one composite document through the Payment Services Provider’s facility within 5 working days of the end of each calendar month or as soon as possible after the end of the relevant Engagement and that it will pay the Introduction Fee through the Payment Services Provider’s facility within 30 calendar days of receiving the relevant invoice. This will roll on as long as the contractor Candidate is engaged by the Hirer or roll on where there are breaks in the Engagement of no more than 12 months. Where the Hirer hires a contractor Candidate for less than one year and thereafter within the next 12 months after the end of the Engagement hires that same Candidate in a permanent role through our Web App or in any capacity outside of the Web App, the Hirer agrees to pay a further Introduction Fee which is calculated as the percentage previously selected for that Candidate of the annual equivalent Remuneration they earned at the end of the last Engagement performed minus any Introduction Fee already paid for that previous Engagement. Where there is a break of 12 months or more between Engagements for a contractor Candidate, the new Engagement is treated as a fresh Engagement under these terms and the parties agree it will be billed accordingly.
   5. The Introduction Fee payable under clause 2d above in this schedule will be spilt 50% to the Recruiter and 50% to Jobba using the Payment Services Provider facility on our Web App. For your records you will have the option to access each of Jobba’s and the Recruiter’s separate invoices as needed.
3. The Introduction Fee is payable by the Hirer if the Hirer Engages the Candidate within the period of 12 calendar months from the date of the Introduction.
4. The Introduction Fee is payable in pounds sterling and is plus VAT as applicable for either Jobba’s fee and /or the Recruiter’s fee which comprise the Introduction Fee.
5. The Hirer shall pay the Introduction Fee under clauses 2a-c above in this schedule through the facility provided on the Web App with the Payment Services Provider to each of Jobba and the Recruiter within 30 days of receiving the composite payment note through the Payment Services provider and which payment note will be sent through our Web App around the start of a relevant Engagement or otherwise when it is reasonable for it to be provided by Jobba and the Recruiter. Clauses 2d-e above in this schedule 1 set out invoicing related terms for contractor Engagements.

6. If Jobba has not received its part of the Introduction Fee by the due date (and without prejudice to any other rights and remedies Jobba or you respectively may have against a Hirer):

   1. we may, without liability to you or the Hirer, disable the Hirer’s password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services to the Hirer while the due amounts remain unpaid; and
   2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
7. If the amount of the actual Remuneration is not disclosed to us or the Recruiter, we have agreed with the Hirer that the Introduction Fee will be based on the maximum level of remuneration (including commission, bonuses and other taxable emoluments) applicable for the particular role in the general marketplace.
8. We have agreed separately with the Hirer that their payment obligations shall be performed without any right of the Hirer to invoke set-off, deductions, withholdings or other similar rights.
9. If the Hirer makes an offer of Engagement to a Candidate and then subsequently withdraws such offer prior to commencement of the Engagement, the Hirer has separately agreed that the Introduction Fee shall remain payable in full subject to the rebate provisions below.

Rebate

1. Rebates are only due in respect of Engagements which are for permanent employment (full-time or part-time) and you, the Recruiter, hereby agree that rebates are only provided by the Recruiter in respect of the commission you are to receive through our Web App. You acknowledge and agree that Jobba does not provide any rebate in respect of its commission.

2. Subject to clauses 13 - 15 of this schedule 1 below, if the Candidate’s permanent employment is terminated within 8 calendar weeks of the commencement of their employment with the Hirer, you agree a rebate will be paid by you to the Hirer on the following basis:

   1. in the period 0-4 calendar weeks minus a day of the Engagement you will repay 100% of your respective part of the Introduction Fee; and
   2. in the period 4-8 calendar weeks of the Engagement you will repay 75% of your respective part of the Introduction Fee; and
   3. after 8 calendar weeks of the Engagement, no rebate is due.
3. As agreed in the main body of these terms, you agree that your commission is held by the Payment Services Provider for the rebate period and so usually the relevant rebate monies would simply be returned to the Hirer through the Payment Service Provider’s facility. However, where that is not the case and you have already received your applicable commission, you hereby agree to make payment of a rebate direct to the Hirer and you agree that these terms provide the Hirer with a direct cause of action against you in that regard. Further, you agree (and the Hirer has agreed separately) that Jobba is not responsible for any payment of a rebate by you and we have recommended that the Hirer should seek to agree further terms as needed with you as required at their business. You can use the Features of our Web App to communicate with and agree further terms with the Hirer.
4. For the purposes of these rebate provisions in this schedule 1, the date of termination of the Engagement shall be the date on which the Candidate ceases working or would have ceased working for the Hirer, but for any period of garden leave or payment in lieu of notice, whichever is the later.
5. If subsequent to the Hirer receiving a rebate from the Recruiter under these terms the Candidate is re-Engaged within a period of 12 calendar months from the date of termination then the Hirer hereby agrees to repay the rebate immediately to the Recruiter as a debt to each from the date of the commencement of the re-Engagement. The Hirer shall not be entitled to any further refunds in relation to the re-Engagement of that Candidate.
6. The rebate set out in this schedule 1 shall not apply where: (i) the Engagement is other than for permanent employment; (ii) the Hirer fails to comply in full with any of its obligations under this schedule 1; (iii) the Candidate’s Engagement is terminated as a consequence of redundancy or re-organisation or change in strategy of the Hirer; (iv) the Candidate terminates the Engagement because they reasonably believed that the nature of the actual work undertaken by them or expected of them by the Hirer was substantially different from the role specification provided by the Hirer prior to the Candidate’s acceptance of the Engagement; (vi) the Candidate was employed or engaged (directly or indirectly) by the Hirer in the 12 month period prior to the start of the Engagement; or (vii) the Candidate leaves the role or is dismissed as a result of discrimination or other unlawful acts against the Candidate; or (viii) the Candidate is dismissed or resigns for any reason that would amount to unfair dismissal if they had the requisite period of service; or (ix) the Candidate dies or their Engagement is terminated as a result of incapacity.