The following are terms and conditions on which PSR Agency Limited ("the Company") shall provide the service of the introduction of permanent staff or the supply of temporary staff for the Client ("the Client) which contracts such service. General Conditions

A. Unless the Company otherwise agrees in writing these terms and conditions shall govern the contract between the Company and the Client for the provision of service to the exclusion of any other terms including without limitation and conditions warranties and representations written or oral express or implied and including any written terms and conditions previously produced by the Company to the Client.

B. No variation or qualification of these terms and conditions shall be binding upon the Company unless otherwise agreed in writing by the Company and the Client. No agent, employee or representative of the Company has the authority to make such variation or qualification of these terms and conditions unless such person is expressly authorised in writing by the Company to do so.

C. The construction, validity and performance of the contract shall be governed in all respects by English Law and shall be subject to the non-exclusive jurisdiction of the English courts.

D. Neither the Client nor the Company shall disclose to any third party without the written consent of the other any information of a confidential nature concerning each other's business which comes to the other's knowledge including (and for the avoidance of doubt) the specific terms of the contract between the Company and the Client for the Company's service.

E. The Company may forthwith terminate the contract on the death, insolvency, bankruptcy (as appropriate) of the Client or by notice to the Client in the event of the Client's breach of the contract which is not capable of remedy within 3 working days of written notice of the breach.

F. All invoices rendered to the Client are to be paid within 14 days of the date of the invoice.

G. A disputed invoice must be notified to the Company within 10 days of the date of the invoice.

H. Interest shall be charged on any unpaid invoices at 3% above the base rate of National Westminster Bank Plc calculated on a weekly basis.

I. The Company reserves the right to suspend provision of the service for the Client until full payment of all invoices and any interest on these has been made.

J. All sums due to the Company in connection with the provision of the service for the Client are subject to VAT at the prevailing rate.

1. The Client shall notify the Company immediately a candidate introduced by the Company is engaged (which term includes employment or use, whether under a contract of service or for services, or under an agency licensee, franchise or partnership agreement) and pay the fee due in accordance with condition 2 hereof within FOURTEEN days of the invoice date.

2. The fee payable to the Company by the Client for the introduction of a candidate is calculated on the annual commencing gross taxable emoluments payable by the Clients to the candidates as set out in the scale of fees attached. All charges are subject to the addition of VAT at the current rate in force.

3. Should an engagement terminate before the beginning of the 6th week, refunds will be made in accordance with our current scheme, provided that the Client notifies the Company in writing within fourteen days of the termination of the employment of the candidate. Should the Client or any subsidiary or associated Company of the Client subsequently re-engage the candidates within the period of three calendar months from the dates of termination, either temporarily or permanently, directly or via a third party, a full fee in accordance with condition 2 above becomes payable.

4. Introductions are fully confidential. The passing of an introduction to anther employer or third party which results in an engagement renders the Clients liable to payment of the Company's fee as set out in condition 2.

5. A full fee will be charged for any candidates engaged as a consequence of, or resulting from, an application to the Company, even though the introduction is made indirectly.

6. The Company endeavours to ensure the suitability of candidates selected on behalf of Clients, but does not personally establish references. The Client is responsible for taking up references concerning a candidate's skills, qualifications and general integrity, obtaining work permits and satisfying any medical requirements, immigration status or qualifications as are required by law. The Company shall not be liable under any circumstances for any loss, expense, damage or delay including loss of profits, damaged property or for any injury to persons arising directly or indirectly from any act or omission of any candidate introduced by the Company even where such an act or omission is negligent or fraudulent or reveals dishonesty.

1. The acceptance by or on behalf of the Clients of any person supplied by the Company shall be deemed acceptance of and agreement to these conditions of business.

2. The Client shall pay an hourly rate in respect of each person supplied by the Company. The charge shall be calculated in accordance with the charges previously communicated to the Client by the Company on which Value Added Tax where applicable shall be paid in addition. The charge shall include all fees and emoluments of the person supplied to the Client and any National Insurance Earnings Related Contributions.

3. All temporaries (other than drivers, see condition 11 below) supplied are under a contract for services, unless otherwise stated in writing. The Company is required by law to deduct P.A.Y.E. Income Tax and National Insurance authorities for these deductions.

4. The Company endeavours to ensure that the services of any person supplied to the Client are satisfactory. However the Client is strongly recommended to satisfy himself, within 4 hours from the time that the person begins to render services for or on behalf of the Client, that the services are satisfactory. In the event of any person's services failing to satisfy the reasonable standards required by the Client, the charge aforesaid shall not be paid by the Client, provided that the Client has both dispensed with that person's services immediately upon such dissatisfaction, and has notified the Company of such dismissal not later than six hours from the time that person began to render services to or on behalf of the Client.

5. Although person supplied to the Client are employed under contracts for services with the Company, they shall be subject to the exclusive direction and control of the Client who.

(i) shall be responsible for all acts and omissions of any such person whether wilful, negligent or otherwise.

(ii) subject to condition 2 herein, shall comply with all obligations, duties and regulations (whether statutory or otherwise and without prejudice to the generality of the foregoing relating to the place, nature or system of work) in any way arising from or directly or indirectly connected with the services rendered by any person supplied to the Client.

6. The Company shall not be liable under any circumstances for any loss, damage or expense suffered or incurred by the Client arising from or in any way connected with the supply by the Company to the Client of any person or the use by the Client of the services of any person supplied by the Company or any failure by the Company to supply any person for all or any part of the period of a booking by the Client.

7. The Client is also responsible for providing adequate insurance whilst a temporary is under the Clients direction and control, to the extent that any temporary and the Company have full benefits of coverage for any liability which might arise. Temporaries are under the control and direction of the Client for the duration or their assignments.

8. In addition and without prejudice to the foregoing conditions the Client undertakes to indemnify and at all times to keep indemnified the Company against all liabilities suffered or incurred by the Company arising out of or in connection with the matters raised in condition 5 herein

9. In the event of the Client either engaging any person supplied by the Company to the Client or introducing any such person to anther person, firm or corporation resulting in an engagement by that person, firm or corporation (which the Client shall immediately inform to the Company), the Client shall pay an introduction fee to the Company unless the engagement occurs more than three months after such person last rendered services to or on behalf of the Client. The introduction fee shall be calculated in accordance with the Company's fees for permanent staff. An introduction fee shall also become payable if the Client engages the person via anther employment business, unless the engagement occurs more than three months after such person last rendered services to or on behalf of the Client.

10. The signature by the Client on behalf of the Company on the time sheet, charge sheet, or other formal confirmation of the completed assignment shall be deemed conclusive evidence (i) That the Client is satisfied with work done by the temporary or temporaries concerned and (ii) that the Client will pay the changes in full and without dispute or deduction. However failure by the Client to sign any timesheet or charge sheet shall not preclude charging by the Company for all time actually worked by any temporary in accordance with these conditions. Further, unless and until the Company is notified of dissatisfaction as provided in condition 4 above, the Client shall be deemed to be fully satisfied.

11. All temporary drivers are supplies by the Company acting as agents for the Client on the understanding that the Client holds an operator's licence under the Transport Act 1968 where required. As agents the Company will so far as possible check the references of drivers and will examine licences and permits; notwithstanding this the Client shall take direct responsibility for all statutory duties, where applicable, in respect of driving licences and permits, drivers hours and records, the issue and collection of tachograph cards, maintenance and safety of vehicles, health and safety regulations and road traffic and liability insurances including, but not limited to, fully comprehensive insurance for the vehicles to be driven and their contents. If requested the Company will provide the drivers with a written statement containing full details of the terms and conditions of employment with the Client. The Company will also on the Client's behalf pay the drivers their wages and account to the Inland Revenue and other government departments for all necessary income tax and statutory deductions made. The Client shall on request permit the Company to inspect its operators licence and policies of insurance for the vehicles to be driven by the temporary drivers The Company agrees to provide the Client upon request with such information as is available to the Company about any driving assignments carried out by the drivers within the seven days immediately preceding the commencement of an assignment with the Client provided the driver shall have worked for a Client of the Company during those seven days. The Company as contracting agent will terminate a temporary driver's employment with the Client if so instructed.