1. NM Human Resources Ltd. will provide consulting Services to the Customer relating to Human Resources work. The specific nature of the Services to be provided by NM Human Resources Ltd. will be as specified in the Quotation ("the Services"). Subject to any lawful restraint imposed upon it by any other party (such as an obligation as to confidence), NM Human Resources Ltd. will make available to the Customer all knowledge, information and expertise in its possession in performing the Services. If the Customer wishes NM Human Resources Ltd. to perform any Services other than those specified in the Quotation (including without limitation to provide any additional functionality) or to provide further or other Products or Services, then NM Human Resources Ltd. shall be entitled to quote the Customer separately for the provision of those Services or the provision of those Products. If the Customer accepts that Quotation then the provisions of this Agreement will apply to the provision of those additional Services and Products.

2. Unless otherwise agreed in writing by both parties, the term of this Agreement will commence upon receipt by NM Human Resources Ltd. of a copy of this Agreement, signed by the Customer.

3. Unless specifically stated as a fixed price quote, any cost estimates that are or have been given by NM Human Resources Ltd. are estimates only. Actual time spent, Products supplied and any other fees such as disbursements etc. will be used as the basis for billing.

4. Any instructions received by NM Human Resources Ltd. from the Customer for the supply of Services/Products and/or the Customer’s acceptance of Services/Products supplied by NM Human Resources Ltd. shall constitute acceptance of the terms and conditions contained herein.

5. Where more than one Customer has entered into this Agreement, the Customers shall be jointly and severally liable for all payments of the rates/invoice.

6. Upon acceptance of these terms of business by the Customer the terms and conditions contained therein are irrevocable and can only be amended with written consent by NM Human Resources Ltd.

7. The Customer shall give NM Human Resources Ltd. not less than 14 days prior written notice of any proposed or actual change of ownership or Customer’s Company name. This also includes Company address, contact numbers and business practice. The Customer shall be liable for any losses incurred by NM Human Resources Ltd. for non compliance to this clause.
Products

8. NM Human Resources Ltd. may also supply the Customer with Products (as ordered by Customer and agreed by NM Human Resources Ltd.) from time to time. In the context of this Agreement, "Products" means any materials (e.g. psychometric tests) required and provided to the Customer by or on behalf of NM Human Resources Ltd. pursuant to this Agreement.
Reporting, Meetings and Training

9. The Customer shall make its Customer Contact (specified in the Quotation or such other person as the Customer shall nominate in writing) be available to meet with NM Human Resources Ltd. when reasonably required by NM Human Resources Ltd. for the purposes of discussing the status of the Services. NM Human Resources Ltd. will meet regularly with the Customer Contact (by remote communication facility if necessary) and report to the Customer on the status of the Services.

10. If the Customer or Customer’s Contact cancels attendance to a meeting that has been pre-arranged within 24 hours, NM Human Resources Ltd. is entitled to charge a cancellation fee of an hours work. If the Customer cancels attendance to a set training day that has been pre-arranged within 24 hours, NM Human Resources Ltd. is entitled to charge a cancellation fee of 100%. If a Customer cancels attendance to a set training day that has been pre-arranged within 1 week, NM Human Resources Ltd. is entitled to charge a cancellation fee of 50%. Recruitment Introductions

11. The introduction of applicants during a recruitment exercise is confidential and the data regarding applicants will remain the property of NM Human Resources Ltd. The disclosure by the customer to a third party of any details regarding an applicant introduced by NM Human Resources Ltd. which results in an offer of employment with that third party within 6 months of the introduction renders the customer liable to payment of an additional fee to NMHR in respect of that offer of employment.

12. In addition an introduction fee, calculated in accordance with NM Human Resources Ltd’s. current rates will be charged in relation to any applicant offered employment as a consequence of or resulting from an introduction by the customer to a third party regardless of whether the offer of employment is accepted or not, within 6 months from the date of introduction.

13. If the customer does not make any offers of employment immediately after the recruitment exercise for any reason but contacts the applicant(s) within 6 months of the initial introduction by NM Human Resources Ltd. and makes an offer of employment then the introduction fee will still be payable by the customer to NM Human Resources Ltd. in respect of each offer made.

14. NM Human Resources Ltd. will provide Services to the Customer and will be entitled to charge the Customer for such Services at the rates specified in the Quotation.

15. NM Human Resources Ltd. shall be entitled to provide the Services remotely from its own premises and will not be required to attend the Customer's premises. If NM Human Resources Ltd. is required to attend the Customer's premises for any reason pursuant to this Quotation, the Customer will reimburse NM Human Resources Ltd. for reasonable transport and/or accommodation expenses incurred by NM Human Resources Ltd. in doing so. However this does not include transport or accommodation expenses where the Customer's premises are located within 30 miles of the NM Human Resources Ltd. Milford Haven office

16. The Customer indemnifies NM Human Resources Ltd. against any loss or damage arising directly or indirectly from undertaking any processes and procedures as implemented by NM Human Resources Ltd. incorrectly, or as advised.

17. The Customer will pay NM Human Resources Ltd. for the cost of any Products together with NM Human Resources Ltd.’s own charge that it levies for handling and/or obtaining any relevant materials.

18. NM Human Resources Ltd. will be entitled to invoice the Customer on an interim basis at least monthly for progress payments for any Services performed or Products supplied during the previous month (or during any earlier period which has not previously been invoiced) together with such expenses as the Customer is required to reimburse NM Human Resources Ltd. Such invoices shall contain such information and detail as the Customer may reasonably require to permit the Customer to account for the Services and Products (for instance, by attaching copies of any time sheets) reasonably prescribed by the Customer.

19. All invoices rendered by NM Human Resources Ltd. are payable within fourteen (14) days from the date of invoice. The Customer agrees to pay NM Human Resources Ltd. in full within this time period.

20. If the Customer fails to pay any invoice by the due date for payment, then without prejudice to NM Human Resources Ltd. rights under this Agreement, the Customer shall also pay NM Human Resources Ltd. interest on the outstanding amount at the rate of 2% above the base lending rate of Lloyds Bank Ltd per month.
Confidentiality

21. NM Human Resources Ltd. will not disclose to any third party or use other than for the purposes of this Agreement any knowledge or information imparted to or obtained by it during or in connection with the fulfilment of this Agreement which is of a secret or confidential nature relating to the business, equipment, processes relating to the equipment, the Products, Services, process or business strategies offered or employed by the Customer. This obligation of confidence will cease to apply in relation to information that NM Human Resources Ltd. is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by NM Human Resources Ltd. of its obligations of confidence under this Quotation.

22. Unless otherwise agreed in writing by NM Human Resources Ltd., the copyright and all other rights relating to any documentation, whether electronic or hard copy, provided to the Customer by or on behalf of NM Human Resources Ltd. pursuant to this Agreement (the "Intellectual Property") will remain the property of NM Human Resources Ltd. or where applicable its licensees.

23. Upon payment in full for the Services provided by or on behalf of NM Human Resources Ltd. pursuant to this Agreement, NM Human Resources Ltd. grants the Customer a non-exclusive and non-transferable perpetual license to use the Intellectual Property for the Customer's own business purposes, and in the case of the third party property, will obtain a sub-license in favour of the Customer in similar terms.

24. NM Human Resources Ltd. also grants the Customer the right to copy the Intellectual Property for the purposes of staff and subcontractor education and system backups. However, the Customer must not copy any of the Intellectual Property for any other purposes.

25. The Customer must not de-compile, disassemble, decrypt, extract or otherwise reverse engineer NM Human Resources Ltd. products or services without prior written consent.

26. The Customer must hold any documentation and other materials provided to the Customer by NM Human Resources Ltd. confidential. The Customer must not disclose any of those materials to any third party without NM Human Resources Ltd. prior written consent. The Customer must also take all reasonable steps within its power to protect the Intellectual Property of NM Human Resources Ltd.
Liability

27. Except for express undertakings to indemnify and any warranties set out in this Agreement:
a) To the extent permitted by the law, NM Human Resources Ltd. expressly excludes all conditions and warranties whether express or implied.
b) Notwithstanding any other provision in this Agreement, in no event will NM Human Resources Ltd. be liable to any party including the Customer for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of this Agreement (including for loss of profits, use, data, or other economic advantage), however it arises, whether for breach of this Agreement or in tort, and even if NM Human Resources Ltd. has been previously advised of the possibility of such damage. Further, liability for such damages shall be excluded, even if inclusive remedies provided hereunder fail their essential purpose. The Customer will indemnify NM Human Resources Ltd. and keep it indemnified from and against any claims by any third party for or in respect of such damages.

28. Certain provisions relating to the trading of goods and Services and other statutes, rules and regulations in the UK may imply certain non-excludable warranties or conditions. To the extent that they are not permitted to be excluded, NM Human Resources Ltd. liability for breach of such conditions or warranties and the Customer's sole and exclusive remedy in relation to such breaches shall be limited to:
a) in the case of Products or software or other goods supplied by NM Human Resources Ltd., at NM Human Resources Ltd.’s option:
i) the replacement or repair of those Products or software, or the supply of equivalent goods; or
ii) the payment of the cost of replacing or repairing the Products or software or goods or of acquiring equivalent goods; and/or
b) in the case of Services, at NM Human Resources Ltd.’s option:
i) supplying the Services again; or
ii) the payment of the cost of having the Services supplied again.

29. The Customer is solely responsible for the proper backup and protection of all of its software and data, as well as the implementation and maintenance of that software or data.

30. Each consultant employed or engaged by NM Human Resources Ltd. holds Professional Indemnity Insurance and will provide the Customer with copies of current Certificates of Insurance on request. NM Human Resources Ltd. will endeavour at all times to provide the Customer with advice or information that is current, pertinent and correct according to law at the time at which it is provided. NM Human Resources Ltd. shall not, however, be liable for any loss, damage, costs or expenses incurred by the Customer as a result of the implementation of any report or recommendations arising out of the services provided by NM Human Resources Ltd. Furthermore, NM Human Resources Ltd. will not be liable where the Customer continues to use information beyond the time in which NM Human Resources Ltd. works with the Customer, that is no longer correct due to statutory or legislative changes.

31. The Customer will provide NM Human Resources Ltd. with all reasonable assistance and facilities free of charge (including without limitation of the Means of Access and the other Items referred to in the Quotation, office facilities, and liaison with the necessary officers and employees of the Customer) in order to permit NM Human Resources Ltd. to efficiently provide the Services.
No Poaching

32. The Customer undertakes to NM Human Resources Ltd. that it will not for a period of two years from the termination of this Agreement entice away or endeavour to entice away from NM Human Resources Ltd. any employee of NM Human Resources Ltd. The Customer acknowledges that the prohibition and restriction contained in this clause are reasonable in the circumstances and necessary to protect the business of NM Human Resources Ltd.
Quotation Non-exclusive

33. The Customer acknowledges that NM Human Resources Ltd. is providing Services to the Customer on a non-exclusive basis and that NM Human Resources Ltd. may provide Services of the same or a similar nature as the Services to any other party.
Termination

34. This Quotation may be terminated in the following circumstances:
a) By either party by giving the other party thirty (30) days notice in writing to that effect;
b) Immediately by NM Human Resources Ltd. by notice in writing if the Customer fails to remedy a breach of this Agreement (including any provision as to payment) within thirty (30) days of receipt of a notice from NM Human Resources Ltd. of such breach requiring it to do so; or
c) By either party immediately by notice in writing if the other party takes any corporate action or other steps are taken or legal proceedings are started (and are not withdrawn, discontinued or struck out within thirty days) for its winding up, liquidation or dissolution (other than for the purposes of reconstruction) or the appointment of an administrator, receiver, receiver and manager, official manager, Liquidator, provisional Liquidator, trustee or similar office of it or of any or all of its revenues and assets ("Insolvency Event"), and such Insolvency Event remains in existence in respect of such party as the time of service of the Notice.

35. On termination of this Agreement however occurring, all moneys unpaid by the Customer pursuant to this Agreement will immediately become due and payable. If such moneys remain unpaid for a period of thirty days then (without prejudice to any other rights that NM Human Resources Ltd. may have for breach of this Agreement or otherwise) NM Human Resources Ltd. will be entitled to retake possession of the Products and to disable any software provided pursuant to this Agreement ).
36. The Customer's obligations (including any obligations to indemnify) under clauses 11, 18 to 23 inclusive (Intellectual Property), 24 (High Risk Activities), 25 to 27 inclusive (Liability), and NM Human Resources Ltd.’s obligations under clause 17 (Confidentiality) shall survive the termination of this Agreement for whatever reason.
General

37. Any notice required or contemplated by this Agreement shall be deemed to have been duly given if it is in writing, properly addressed and delivered personally or mailed by registered or certified mail, postage prepaid addressed or by fax or electronic mail to the Customer or NM Human Resources Ltd. at the address set out in the Quotation or this Agreement or such other address nominated by a party in writing.

38. The Customer may not assign any of its obligations under this Agreement without the prior written consent of NM Human Resources Ltd. However NM Human Resources Ltd. may arrange for subcontractors to perform any of NM Human Resources Ltd.’s obligations under this Agreement.

39. NM Human Resources Ltd. will not be liable to the Customer or to any third party for any non-performance or delay in the performance of its obligations under this Agreement, if events or conditions beyond its reasonable control cause the non-performance or delay and NM Human Resources Ltd. gives the Customer prompt notice thereof. In no event will this provision affect Customer's obligation to make payments to NM Human Resources Ltd. under this Agreement except in respect of Services that are unable to be performed by NM Human Resources Ltd., until they can be performed.

40. A failure, delay, relaxation or indulgence by either Party in exercising any right, power or privilege conferred on the Party by this Agreement shall not operate as a waiver of the power or right. A single or partial exercise of any right, power or privilege hereunder does not preclude the further exercise of the same right or the exercise of any other right hereunder. A waiver of a breach does not operate as a waiver of any other breach.

41. If any part of this Agreement is held by a court of competent jurisdiction to be invalid, then;
a) Where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result; and
b) In any case the offending provision must be severed from this Agreement the remainder of this Agreement shall continue in full force and effect unless such reading down or severance affects the basic nature of this Agreement.

42. Should NM Human Resources Ltd. issue draft documents for final changes and approval it has the right under this agreement to the following; from the date that draft documents are issued the Customer has 30 days to submit any revisions required. Should the Customer fail to do so, final documents will be issued and invoiced accordingly

43. NM Human Resources Ltd. may licence or subcontract all or any part of its rights and obligations without the Customer’s consent.

44. NM Human Resources Ltd. may record all calls in order to establish facts that can be used when dealing with any HR situation and to ensure that standards that are achieved in the advice given or need to be achieved by training

45. This Agreement shall be governed by and must be construed in accordance with the laws of the United Kingdom and the Customer irrevocably submits to the non-exclusive jurisdiction of the courts of that country.