Orama Solutions Limited “Orama”

Registered office: 3 Conqueror Court, Sittingbourne, Kent, ME10 5BH.

Company Number: 09898040

Terms and Conditions of Business

Reimbursement per Clause 6.2 shall be applicable.
1. Defined terms

"Applicant"
means any person introduced to the Customer by Orama for the purpose of the
Customer offering, or considering offering, employment (or otherwise) to such
person.
"Charges"
means the fees payable by the Customer to Orama for the services provided by
Orama.
“Commencement Date"
means the date on which the Customer is first Introduced to an Applicant by
Orama.
“Customer"
means the person, firm, unincorporated body (whether or not having separate legal
personality) or body corporate together with any subsidiary, group, or associated
company (as defined by the Companies Act 1985) to whom an Introduction is made
by Orama.
“Employment” or “Employed”
means any part or full-time employment by the Customer or a Relevant Third Party
of an Applicant whether on PAYE, a consulting or self-employed basis, or any other
contractor services either directly or indirectly with the Applicant (irrespective of
whether such employment is subject to a trial period).
“End of Employment"
means the later of the final day of the Applicant, Employment, or the final day upon
which the Applicant is entitled to receive any payment.
“Introduction" OR “Introduced”
means the provision by Orama to the Customer of an Applicant CV or any other
information identifying the Applicant, irrespective of whether the Customer knew of
the Applicant previously.
"Reimbursement"
means any amount payable by Orama to the Customer in accordance with clause
6 below.
“Relevant Third Party"
means any person, firm, body corporate or unincorporated body (whether or not
having separate legal personality) to whom the Customer has directly or indirectly
introduced the Application and, as a result of such introduction, by whom the
Applicant is Employed.
“Start of Employment"
means the first day of the Applicant’s Employment or the first day the Applicant is
entitled to receive any payment, whichever is sooner.
“Salary"
means in the Applicant’s first year of Employment it’s total gross annual salary, any
car or car allowance, plus (in so far as any such payments are guaranteed) any
bonus, commission or another such payments.
“Terms”
means the terms and conditions set out herein, as amended from time to time in
accordance with clause 2.3.

2. Application of the Terms

2.1. The Terms take effect from the Commencement Date.
2.2. The Terms constitute the entire agreement between the parties and
replace any previous agreement and/or terms,
2.3. No variation to these Terms (or introduction of any additional terms and
conditions), shall be effective unless agreed in writing by a director of
Orama and signed by the Customer.
2.4. These Terms apply to the exclusion of any other terms that the
Customer seek to impose or incorporate unless expressly agreed in
writing to the contrary by a director of Orama.

3. Customer’s duties and obligations

3.1. The Customer must provide written notification to Orama of the
following:
(a) The Employment of the Applicant. Written notification must be
provided to Orama within 30 days of the date of the Start of
Employment (together with a copy of the Applicant’s written terms
of Employment.
(b) The End of Employment. Written notification must be provided to
Orama within 7 days of the date of the End of Employment.
(c) Any introduction of the Applicant by the Customer to any Relevant
Third Party. The written notification must be provided within 7
days of the date of such introduction.
3.2. Orama may, at any time, request from the Customer a copy of any
terms of Employment of the Applicant. The Customer must provide a
copy within 7 days of any such request.
3.3. It is the obligation of the Customer to satisfy itself of (amongst others)
the Applicant’s qualifications, previous employment history, integrity,
need for any work permit (s) or licenses, and medical requirements as
required by law. The Customer will not rely on any representations
made by Orama in this regard.
3.4. Customer shall not directly, or indirectly via a Relevant Third Party, offer
Employment to Orama employees. In the event that Customer does
Employ, or offer Employment to Orama employees, Customer shall be
liable to a fee of either; (1) the total invoiced gross profit of the Orama
Employee in the preceding 12 months, or (2) £100,000 Introduction fee,
whichever is the highest. VAT shall be charged in addition. No
 6.2. The circumstances in which the Customer will not be entitled to any
Reimbursement are as follows:
(i) The Applicant is Employed for longer than
3.5. The Customer will indemnify Orama against any and all claims arising 90 days; or
out of or in connection with the Applicant’s Introduction to the (ii) The Customer has not paid the Charges
Customer or any other Relevant Third Party. within 30 days, pursuant to Clause 5.3
above; or
(iii) The Customer fails (in accordance with
4. Orama’s duties and obligations Clause 3.1 above) to notify Orama in
writing within 7 days of the date of the Start
4.1. Orama will try to ensure the suitability of any Applicant Introduced to of Employment and/ or the End of
the Customer but Orama does not warrant the skill, ability or Employment.
qualifications of any Applicant and nor does it obtain references from (iv) Whereby clause 3.4 is applicable
any Applicant’s previous employers or other referees. The Customer
shall not rely on any representations or statements made by Orama 6.3. In circumstances where an Applicant leaves the Customer’s or Relevant
and, pursuant to clause 3.3 above, the Customer should carry out it’s Third Parties’ Employment and recommences such employment within
own enquiries and investigations to satisfy itself as to the suitability of 12 months from the End of Employment, then for Reimbursement
any Applicant and/or the accuracy of any representations made by the purposes, the Applicant’s employment shall be considered continuous
Applicant in it’s CV or otherwise. from the date of the Start of Employment. If a Reimbursement is or has
been made to the Customer prior to the Applicant’s recommencement
of employment, then Orama shall be entitled to re-invoice the
5. Charges and payment Customer for the relevant Charges.
5.1. The Charges are payable if the Applicant is Employed by the
Customer or any Relevant Third Party within 1 year of Orama’s 7. Limitation of liability
Introduction of the Applicant to the Customer.
5.2. The Charges are calculated at 25% of the Applicants salary. 7.1. Orama is not liable to the Customer for any losses however so arriving
5.3. The Charges are payable within 30 days of the Applicant’s contractual in connection with the Introduction or Employment of any Applicant.
acceptance of Customer employment offer. Nothing in these Terms shall limit or exclude Orama’s liability for fraud
5.4. The Charges are always subject to VAT where applicable. or fraudulent misrepresentation or for death or personal injury resulting
5.5. Orama reserves the right to charge interest of any Charges not paid from its negligence.
within 30 days at the rate of 4% per annum above the Bank of
England’s base rate from time to time. Such interest shall accrue on a
daily basis from the due date until actual payment of the overdue 8. Governing Law and Jurisdiction
amount. The Customer shall pay the interest together with the
overdue Charges. 8.1. These Terms, and any dispute or claim arriving out of or in connection
with them or their subject matter or formation (including non-contractual
6. Reimbursement dispute or claims), shall be governed by, and construed in accordance
with, the law of England and Wales.
8.2. The courts of England and Wales shall have exclusive jurisdiction to
6.1. Subject to paragraphs 6.2 and 6.3 below, if the Applicant leaves the settle any dispute or claim arriving out of or in connection with these
Customer’s Employment, the Customer will be entitled to the following Terms or their subject matter or formation (including non-contractual
Reimbursements: dispute or claims).
If the Candidate leaves within 0-30 days then 100% of the
Fee
If the Candidate leaves within 31-60 days then 50% of the
Fee.
If the Candidate leaves within 61-90days then 25% of the
Fee

Orama Solutions LTD. Checkmarx

Signature: ___________________________________ Signature: ____________________________

Name: ___________________________________ Name: __________________________________

Title: ___________________________________ Title: __________________________________

Date: ___________________________________ Date: ________________________________