COLDGOLD SEARCH LIMITED TERMS OF BUSINESS

INTRODUCTION
This document together with the documents it refers to tells you the Terms under
which you may make use of the ColdGold Candidate Marketing Service provided
via Our Site.
Please read these Terms carefully before you make use of the ColdGold
Candidate Marketing Service:
By registering to access the ColdGold Candidate Marketing Service you agree to
be bound by these Terms. These Terms shall apply each time you use our
ColdGold Candidate Marketing Service and to all candidates listed by your
Employment Agency (unless otherwise agreed in writing) and shall prevail over
any inconsistent terms or conditions contained, or referred to, in your standard
terms of business or any other document supplied by you, or implied by law,
industry custom, practice or course of dealing. In the event of any dispute
between your standard terms of business and these Terms, these Terms shall
prevail. We reserve the right to change these Terms at any time without notice,
by posting changes online. You are responsible for checking these Terms every
time that you access the ColdGold Candidate Marketing Service, in order ensure
that you are aware of any changes. Your continued access to and use of the
ColdGold Candidate Listing Service, after changes are posted, constitutes your
acceptance of the amended Terms.
By accepting these Terms you warrant that you have full capacity and authority
to enter into and perform an agreement with us to use the ColdGold Candidate
Marketing Service, and are duly authorised to bind the party for whom you act.
You should print a copy of these Terms for future reference.
Please read these Terms carefully and, in particular, those terms which relate to
your role as a Recruiter.
You must also read our General Website terms and conditions, which can be
found here: www.coldgold.co.uk/terms. In addition, if you intend to make use of
our General Services, you should read our terms and conditions for General
Services which can be found below.
INFORMATION ABOUT US
We are ColdGold Search Limited ("ColdGold" or "We" or "Us" or "Our"). We are
registered in England and Wales under company number 08651538 and have our
registered address at : 146 New London Road, Chelmsford, Essex CM2 0AW.
ColdGold Search Limited, for the purposes of this agreement, includes any
subsidiary or associated company (as defined by s.736 Companies Act 1985) of
ColdGold Search Limited.
For the avoidance of doubt ColdGold Search Limited is not acting as an
employment agency as defined in the Employment Agencies Act 1973. ColdGold
Search Limited provides a platform for Recruiters to offer Candidates to
Employers and is not involved in the actual transaction between Employers and
Candidates.

DEFINITIONS AND INTERPRETATION

For the purpose of these Terms, the following definitions shall apply:
Agreement the agreement between Us and you pursuant to which you make
use of the ColdGold Candidate Marketing Service, the terms of which are set out
in these Terms.
Candidate a person introduced, directly or indirectly, by the Recruiter to the
Employer through the ColdGold Search Limited, to be considered for an
Engagement.
Employer any person (whether an individual, limited company, a limited liability
partnership, a sole trader, a partnership or any other person) that uses the
ColdGold Search Limited to view details of a listed Candidate with a view to
offering employment.
Employment Agency an agency that is subject to the Conduct of Employment
Agencies and Employment Businesses Regulations 2003.
Recruiter the Employment Agency and their individual consultants registered
and approved to use the ColdGold Candidate Marketing Service.
Engagement the act of an Employer engaging with a Recruiter via ColdGold
Search Limited.
Listing Period the Recruiter is deemed to have sole ownership of a Candidate
from the date of submittal of such Candidates CV to the ColdGold Candidate
Marketing Service providing that candidates availability is renewed on the
ColdGold Candidate Marketing Service every 30 days.
Standard Terms of Recruiter Payment relates to the period when a
Recruiters invoice is due for settlement from ColdGold Search Limited.
ColdGold Listing means the area contained within Our Site in which Recruiters
registered with the ColdGold Candidate Marketing Service may post Candidates,
and for Employers to search and view and request connection to the Recruiter to
fill Vacancies.
ColdGold Search the provision by Us of the area for Registered Employers to
anonymously review Candidate listings, as further described on Our Site
(www.coldgold.co.uk).
Our Site www.coldgold.co.uk
Placement employment or engagement of a Candidate by or on behalf of the
Employer directly or indirectly following the introduction of a Candidate by a
Recruiter via the ColdGold, and whether under a contract of service or contract
for services or otherwise, and whether on a permanent, temporary or other
basis.
Commission the percentage of Placement Fee retained ColdGold Search Limited
is 40% (forty percent) of the total Placement Fee set by the Recruiter.
Commission Liability the Recruiter shall be liable to pay commission at the
standard ColdGold Candidate Marketing Service rate in respect of any vacancy
filled that originated from an Employer enquiry via the ColdGold Candidate

Marketing Service regardless of whether this related to the original Candidate or

a subsequent new introduction made directly by the Recruiter in all cases the
Placement Fees payable shall be invoiced to the Employer by ColdGold Search
Limited under our Standard Terms of Recruiter Payment.
Placement Fee this is the total fee set by the Recruiter as a percentage of
agreed salary payable by the Employer to Us upon hiring a Candidate.
Fee Level once set, the Candidate Placement Fee may not be increased but may
be reduced by the Recruiter at their discretion and cost, in this event the
Recruiter must inform US and commission amount payable to ColdGold Search
Limited remains unaltered based on the original listed Placement Fee set by the
Recruiter.
Rebate Amount the sum returnable to which an Employer is entitled to as a
refund of all or part of the Placement Fee should the Employer (acting
reasonably) determine that the Candidate is unsuitable and cease his/her
employment or engagement with the Employer.
Recruiter Rebate Period Liability the time and amount for which the
Recruiter is libel should the Employer qualify for a rebate on Placement Fee in
respect of any candidatei See Appendix 1.
Rebate Period the period, calculated by reference to the Candidates starting
date and the Placement Fee (as further detailed in these Terms).
Recruiter Any person (whether an individual, limited company, a limited liability
partnership, a sole trader, a partnership or any other person) who uses the
Marketplace Services to introduce one or more Candidates to Employers in
respect of any Vacancy.
Recruiter Fee The portion of the Placement Fee payable by the Employer to Us,
for onward payment to the Recruiter, which is displayed on the website and
which is calculated as the Placement Fee minus 40% (forty percent) Commission.
Service Fee The fee that We take for the Marketplace Services We provide,
which is 25% of the Placement Fee.
Start Date the date on which a Candidate commences employment or
engagement with an Employer following the acceptance by the Candidate of an
offer of employment by an Employer.
Terms are these terms and conditions under which you may make use of the
ColdGold Candidate Marketing Service.
Vacancy A job vacancy that an Employer seeks to fill by requesting details or
int3erviews with one or more candidates listed by an Agency on the ColdGold
Candidate Marketing Service.
In these Terms words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the feminine
gender and vice versa.
In these Terms any reference to a statute, statutory provision or any subordinate
legislation shall be construed as including a reference to that statute, provision

or subordinate legislation as from time to time modified or consolidated,

superseded, re-enacted or replaced.
STATUS
Nothing in these Terms will create a partnership or joint venture between us. We
are an independent provider of services to you and are not employed by you.
REGISTRATION
In order to use the ColdGold Candidate Marketing Service, the Recruiter must
register and be accepted by Us. We may accept or reject each application to
register at our discretion, and may cancel such registration at any time if the
Recruiter is in breach of these Terms.
OBLIGATIONS OF THE RECRUITER
The Recruiter warrants that they are a professionally trained recruiter, are
suitable to act as an Employment Agency and agree that they shall at all times
comply with the Conduct of Employment Agencies and Employment Businesses
Regulations 2003, and the Equality Act 2010.
When engaged with an Employer on the ColdGold Candidate Marketing Service,
the Recruiter shall not use the Employers company name or brand publicly.
The Recruiter may use Our brand on its website, marketing collateral or
promotional material provided it makes no claims other than it is an ColdGold
Search Approved Agency and any use of ColdGolds logo, intellectual property
or Trademarks meets Our brand guidelines.
The Recruiter agrees to make every reasonable effort to properly screen
Candidates which they list, and by listing confirms they have obtained
permission from the Candidate and agreement that they are willing to be solely
represented by the Recruiter on the ColdGold Candidate Marketing Service.
All further CV submissions for Vacancies about which the Recruiter has been
contacted through the ColdGold Candidate Marketing Service must be listed on
the ColdGold Candidate Marketing Service and sent to the Employer through Our
Site. Any actions that circumvent or attempt to circumvent Our Site and the
ColdGold Candidate Marketing Service by submitting CVs in any other way will
lead to account termination. In the event of such termination, we shall be under
no obligation to pay any Placement Fees received from Employers in respect of
Candidates submitted by the Recruiter.
The Recruiter shall accept that all Employers it is introduced to on the ColdGold
Candidate Marketing Service are clients of The ColdGold Search Limited for the
duration of the vacancy about which they have been contacted and the
Recruiters relationship with the Employer relating to that vacancy shall be
conducted through the ColdGold Candidate Marketing Service. The Recruiter
agrees to not directly or indirectly work around, avoid, circumvent or otherwise
exploit the ColdGold Candidate Marketing Service or Our Site with the intent or
effect of depriving Us of due compensation or commission on Placement Fees.
The Recruiter consents that it shall not approach directly any Employers to whom
it has: been introduced to by ColdGold Search Limited other than relating to the
specific vacancy which We have introduced until a conclusion has been reached.

If a Recruiter is found to have contacted an Employer directly to work around,

avoid, circumvent or otherwise exploit the ColdGold Candidate Marketing Service
or Our Site with the intent or effect of undercutting our Candidate Marketing
Services, or depriving Us of due compensation and Commissions on Placement
Fees, the Recruiters account will be terminated immediately, and the Recruiter
will be liable to pay ColdGold Search Limited within 30 days of receipt of invoice
3,000.00 plus VAT per direct Placement it has made with the Employer within a
12 month period, within 30 days of receiving an invoice from Us.
Recruiters or their representatives are not permitted to register as an Employer
in order to search for Candidates listed ColdGold Candidate Marketing Service by
other Recruiters circumventing this rule will result in immediate suspension of
the Recruiters account and all sums currently outstanding at the point of
breaching this Agreement.
Candidates are represented on ColdGold Candidate Marketing Service by the first
Recruiter to obtain their permission and complete their detailed listing, no
candidate may be listed more than once. It is the Recruiters responsibility to
determine when interviewing and obtaining permission that the Candidate is not
already listed.
Placement fees will not be payable to the Recruiter for the successful placement
any Candidate who has been listed on ColdGold Candidate Marketing Service
without obtaining their permission, or where they are already listed by another
Recruiter and due diligence has not been undertaken.
If a Recruiter submits a Candidate for a Vacancy the Recruiter may not be eligible
for the Placement Fee in the event that the Employer has previously received
that Candidates CV, or was aware of the Candidate through another source. Our
terms and conditions with Employers means they are solely responsible for
providing the proper evidence that the new engagement was not the result of
the Recruiters submission, but rather of having received the CV previously. In
the event of such a dispute ColdGold Search Limited will investigate and based
upon the available evidence make a determination on the source of the
Candidate referral that led to the engagement, and therefore whether a
Placement Fee shall be charged. Our decision on this matter shall be final.
The Recruiter shall promptly provide us with accurate information regarding the
Start Date of every successful Candidate.
THE FEES
Where a Candidate is searched via the ColdGold Candidate Marketing Service
and is successfully appointed in any other role within the Employer's organisation
(including any organisation within the Employer's group), We shall invoice the
Employer for the full amount Placement Fee as set by the Recruiter.
The Employer will be liable for the Placement Fee in respect of a Candidate,
where within 6 months of the Candidate being introduced to the Employer:
a. The Employer employs that Candidate on a permanent or temporary basis;
or
b. The Employer initially rejects the Candidate, but subsequently employs
the Candidate or engages with the Candidate in any capacity; or

c. The Employer refers the Candidate to a third party, including another

company or business in the Employers group of companies, and that third
party employs or engages with the Candidate.
On the Candidates Start Date, it is the responsibility of the Recruiter to confirm
with the Employer that the Candidate has started successfully.
On confirmation by the Recruiter that the Candidate has commenced
Employment, We shall invoice the Employer for the full amount Placement Fee as
set by the Recruiter.
The Placement Fee excludes VAT which will be payable by the Employer in
addition to the Placement Fee at the rate in force.
The Recruiters Fee portion (60% of the total amount due) is payable within 30
days of confirmation that the Candidate has started unless the Employer
subsequently rejects the candidate in which case the Rebate Sliding Scale in
REBATE and detailed in Appendix 1 applies.
Should the employment of the Candidate be terminated by the Employer acting
reasonably during the Recruiter Liability Rebate Period, the Recruiter will have no
entitlement to the Recruiter Fee other than is shown in the Rebate Sliding Scale.
In the event of an Employer not paying the full Placement Fee, within 30 days of
the Candidate starting We will assign the debt relating to such portion of nonpayment as is due and the ensuing right of action to the Recruiter.
All sums due, unless otherwise stated, are exclusive of VAT and other duties or
taxes.
We shall be entitled to deduct from any payments due to the Recruiter any
amounts to account for any damages, losses or costs incurred by Us arising as a
result of the Recruiter's breach of this Agreement or its negligent acts or
omissions.
If any amount payable under these Terms is not paid in full and on time, interest
will be payable on such amount in accordance with the Late Payment of
Commercial Debts (Interest) Act 1998 (as amended) from the date of invoice up
to and including the date of payment.
REBATE
The Rebate Period shall run from the Candidate Start Date. The length of the
Rebate Period shall be 60 days during which time the Recruiter is liable for the
first 30 days as shown in the Rebate Sliding Scale.
In the event that a Candidate terminates or the Employer lawfully terminates the
employment within the Rebate Period, the Employer shall be entitled to the
Rebate provided that:

The full Placement Fee has been paid by the Employer to Us

The termination is not as a result of redundancy, corporate restructuring,

pregnancy, injury or ill health, or by reason of the Candidates age, race,
gender, sexual orientation or disability

The termination has not arisen where the Employer has entered into the
Employment of the Candidate with the prior or likely intention of disposing
with the Candidates services or terminating employment either without
proper cause or with a view to obtaining a refund unfairly

The Employer serves a 14-day notice to Us by e-mailing us at

info@coldgold.co.uk

The Placement Fee shall not be refunded, unless specifically agreed by Us. In
these circumstances, the Employer shall receive a percentage of the Recruiter
Fee as detailed in Appendix 1.
The Rebate shall be repayable to Us in full where the Employer, any subsidiary,
associated or holding company of the Employer subsequently re-engages the
Candidate in any capacity within a period of 6 months.
If the Employer fails to pay the Placement Fee within 30 days of the date of Our
invoice, the Employer will lose the benefit of these rebate provisions and no
Rebate shall be payable.

LIMITATION OF LIABILITY
IN NO CIRCUMSTANCES SHALL COLDGOLD SEARCH LIMITED NOR ANY OF ITS
SUBSIDIARIES OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR
DELIVERING THE MARKETPLACE SERVICES BE LIABLE TO YOU OR ANY THIRD
PARTY FOR ANY LOSS OR DAMAGES WHICH ARE INDIRECT, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY
LOST PROFITS, LOST SAVINGS, LOSS OF DATA, COSTS, FEES OR EXPENSES OF
ANY KIND OR NATURE WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE)
BREACH OF CONTRACT OR OTHERWISE THAT MAY ARISE OUT OF OR RELATE TO
THE USE OF THE MARKETPLACE SERVICES, EVEN IF FORESEEABLE. OUR TOTAL
LIABILITY TO EACH OF THE RECRUITER AND THE EMPLOYER SHALL BE LIMITED TO
THE AMOUNT OF THE APPLICABLE PLACEMENT FEE.
This does not affect our liability for death or personal injury arising from
negligence, nor any liability for fraudulent misrepresentations, nor any other
liability which cannot be excluded or limited under applicable law.
You agree to indemnify Us from all claims, costs and expenses (including legal
expenses) resulting from Your breach of these Terms.
FEEDBACK
ColdGold Search is entitled to seek feedback from Employers and Recruiters
regarding conduct, such as late payment of invoices or inappropriate or
unprofessional behaviour, these may have an impact on the Recruiter's or
Employer's continued ability to access and use Our Services.
YOUR SERVICE
Access to Your Service on Our Site is not guaranteed and may expire at any time
without notice. We therefore recommend Clients make their own appropriate
backups and logs of activities. You are not permitted to share access to our

Service and must take reasonable steps to ensure Your login credentials are kept
confidential. Use of Your Service is bound by the Computer Misuse Act 1990.
ANONYMITY
All parties (Recruiters, Employers and Candidates) are anonymous at all times on
ColdGold. Unless otherwise agreed in writing, we do not to disclose our business
relationship with any Recruiter to other parties other than to Employers
requesting a connection to the representative Recruiter for a listed Candidate or
if you indicate in your registration that you wish to be a ColdGold Best Practice
Partner in which case we are entitled to list you as a ColdGold Listing Agency on
our Register of Best Practice ColdGold Recruiters.
ENTIRE AGREEMENT
These Terms contain the entire and only agreement for the ColdGold Candidate
Marketing Service between Us and you, and supersedes all previous agreements
relating to the same.
Each party acknowledges and agrees that in entering into this Agreement it has
not relied on, and shall have no remedy in respect of, any statement,
representation, undertaking or warranty, whether oral or in writing, save as are
expressly set out in this Agreement.
No changes can be made to these Terms without prior written consent by a
Director of ColdGold Search Limited.
THIRD PARTY RIGHTS
For the purpose of the Contracts (Rights of Third Parties) Act 1999, this
Agreement does not and is not intended to give any rights, or any right to
enforce any of its provisions, to any person who is not a party to it.
GOVERNING LAW AND JURISDICTION
The laws of England and Wales govern this Agreement and all non-contractual
obligations arising out of it. The parties agree to submit to the exclusive
jurisdiction of the English Courts.

i APPENDIX ONE - RECRUITER REBATE LIABILITIES

iTimescale

iWeek 1
(Days 1-7)

iRefund
Amount
Your
Liability
i100% of fee

iWeek 2 4
(Days 8 28)

i70% of fee

iWeek 5 7

iNo Liability

iWeek 8

iNo Liability

iRefund
Amount Our
Liability
i100% of fee
i70% of fee
i40% of fee
i25% of fee