Terms and Conditions

Client Terms of Business

These Terms of Business cover the provision of services by RP International Ltd, RP International Resources (Europe) Ltd, RP International Resources Pte Ltd, RP International FZ-LLC, RP International Resources Ltd, RP International Resources Malaysia Sdn. Bhd, RP International Danışmanlık Limited Şirketi,  ("RPI") to the Client ("the Client") who requires the services of a Contractor.  RPI has or will provide the Client with details and/or CVs of potential Contractors for contract work ("the Service") in accordance with these Terms of Business which the Client accepts and agrees to adhere to upon receiving the Service.

 

 

 

 

Definitions

1. These Terms - relates to the terms and conditions herein
2. The Agreement - relates to the terms and conditions of the Agreement signed between the parties in respect of a specific Contractor

 

The Service

1. RP will provide the Contractor throughout the Contract Term on all normal working days but not on Public or Statutory Holidays nor any periods where RPI is obliged by legislation to allow the Contractor time off work.

 

Payment and Invoicing

1. The Contractor will submit a time sheet each month (or such other period as agreed between RPI and the Client) for signature to an authorised officer of the Client for confirmation that the Contractor has worked the hours stated on the time sheet and that his/her performance during the period covered by the time sheet was to the Client's satisfaction.  By approving the time sheet the Client accepts that the Services have been provided satisfactorily and in accordance with these Terms and Conditions and authorises RPI to send it an invoice. 

2. If the Client disputes the hours claimed on a time sheet, the Client shall inform RPI as soon as reasonably practicable and shall cooperate fully and in a timely fashion with RPI to enable RPI to establish what hours, if any, were worked by the Contractor.  Failure toapprove a time sheet in writing does not affect the Client's obligation to pay the charges in respect of the work done.

3. Once the time sheet is signed the time shown on the time sheet will be invoiced to the Client at the Daily Charge Rate.  Such invoice is payable within the Payment terms in the Currency without dispute or any right of deduction or set off on the part of the Client.

4. Any queries regarding any Per Diems or Expenses then these must be lodged with RPI within 14 days of the invoice date.  If no enquiries or disputes are lodged within 14 days then the invoice becomes due.  Any disputes must include details of the value of the dispute, the reason for the dispute and who at the Client's address is to be contacted to resolve the dispute.  All undisputed sums must be paid on the due date and disputed sums must be paid as soon as the dispute has been resolved.

5. The Charge Rates, Per Diems and Expenses are exclusive of Taxes, including but not limited to Sales Tax, Value Added Tax and Withholding taxes. In particular where there is Withholding tax on payment of RP invoices, the total value of the invoice will be rounded up by the Client to ensure RPI receives the full sum due on the invoice.

6. RPI reserves the right to charge interest on any overdue amount at the rate of four per cent above HSBC Bank Plc base lending rate. The Client agrees to indemnify and to keep indemnified RPI in respect of all debt recovery and collection fees incurred due to late payment of any invoices.

7. Where expenses or other disbursements are paid by RPI on behalf of the Client, RPI reserves the right to charge a handling fee of 2.5%.

 

Client Warranties

1. The Client warrants that it has interviewed the Contractor and accepted the Contractor as suitable for its purposes.

2. Nothing in these Terms is intended to or shall imply a contract of employment between the Client and any other party involved. The Client will not integrate the Contractor into the Client's workforce in any way other than to use the Contractor as a resource to complete tasks. In particular the Client will not extend benefits normally associated with employment of staff.

3. The Client is not to provide the Contractor with monies, loan facilities, accommodation, travel, telephone or any other benefits.  In the event that such items/facilities are provided the Client alone is responsible for securing the return/repayment of any sums due from the Contractor and has no claim against RPI in this regard.

 

Termination

1. These Terms will run for the Contract Term unless terminated by either party giving notice for these Terms to terminate on the expiration of the 30 day Notice Period.

2. If the Contractor does not attain within the first two weeks of the Contract Term, in the Client's reasonable opinion (which must be detailed in writing), the required standards in technical ability or personal conduct, the Client has the right, subject to full payment of any outstanding invoice submitted by RPI, to terminate the Agreement immediately by giving written notice to RPI. RPI will use its best endeavours to enter into a new contract with the Client for the provision of a replacement Contractor.

3. If the Services are not being performed to the reasonable satisfaction of the Client, the Client may serve a notice on RPI explaining why the Services are not being performed satisfactorily and requiring RPI to perform the Services satisfactorily within 14 days.  If the Services have not been performed satisfactorily within this 14 day period the Client may terminate the Agreement immediately by giving written notice to RPI.

4. If the Client is in breach of any of these terms RPI shall be entitled to terminate the Agreement immediately.

5. Either party may terminate the Agreement immediately if the other party should become insolvent, enters into an arrangement with its creditors, ceases trading or is the subject of a winding up order.

6. In the event of termination of the Agreement, any clause intended to have effect following termination shall survive and continue in effect. 

 

Intellectual property

1. RPI will use reasonable endeavours to procure that the benefit of any work undertaken by the Contractor for the Client (or End User) including any copyright or intellectual property rights in such work shall be the property of the Client.

 

Limitation of Liability

1. Whilst every effort is made by RPI to give satisfaction to the Client by ensuring reasonable standards of skills, integrity and reliability from the Contractor, RPI, the Contractor and RPI's employees will not be liable to the Client or any other person for any loss, expense, damage, costs or delay (including but not limited to any loss of anticipated profits, damage to reputation or goodwill, loss or consequential loss including but not limited to loss of expected future business, damages, costs or expenses payable to any third party or any other indirect losses) arising from the Services or from the failure to provide a Contractor or from the work carried out by the Contractor or from the negligence, dishonesty, misconduct or lack of skill of the Contractor or if the Contractor ceases to provide his services for any reason.  For the avoidance of doubt, RP does not exclude liability for death or personal injury.

2. For the avoidance of doubt neither the Contractor, nor its staff are under the supervision of RPI.  The Client shall be solely responsible for instructing the Contractor and monitoring the work performed. The Client will keep records of the work provided and the time spent by the Contractor.

3. The Client will comply with all Statutes and Bye-laws relating to the Health and Safety of personnel that relate to the Contractor and shall maintain throughout the Contract Term adequate Public Liability Insurance to cover the Contractor when on the Client and/or End Users sites.  The Client shall indemnify RPI against any costs, claims, damages and expenses incurred by RPI as a result of any breach of these terms by the Client.

4. The Client shall advise RPI of any special health and safety matters about which RPI is required to inform the Contractor and about any requirements imposed by law or by any professional body, which must be satisfied if the Contractor is to provide services to the Client.

5. The Client acknowledges that it has not entered into these Terms relying upon any representation of RPI.

6. The Client hereby accepts that any liability on the part of RPI or its contractors or employees incurred in connection with this these Terms shall be limited to the sum of €250,000.00 in any event.

7. Neither Party will be responsible for damage of the other's property and will insure their own property against damage.

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Non-poaching

1. The Client (or the end user if not the Client) will not discuss these terms with the Contractor. 

2. If the Client (or End User) enters into a contractual arrangement with the Contractor, whether directly or indirectly, within twelve months of receiving the Candidates CV or the termination of the Agreement (whichever is later) then the Client agrees to pay RPI on the same terms and conditions as those proposed by RPI initially or those within the agreement or as otherwise agreed in writing by both parties. 

3. If the Client (or End User) makes an offer of employment to the Contractor within twelve months of receiving the Candidates CV or the termination of the Agreement, and that offer is accepted, then a fee of 25% of the annual starting salary (including any allowances, benefits and bonuses) will be charged to the Client by RPI. This fee is to be settled in full by the Client to RPI within 30 days of receipt of notification from RPI that the fee is payable.  

 

General

1. Any act or omission beyond the control of RPI or the Client, including, without limitation, unforeseen breakdowns of machinery or equipment, shortage of labour, power failure, lack of raw materials, strikes, lockouts, difficulties in providing transportation facilities, transport hold-ups, official restraints, an act of God, fire, war, public disaster and any other event of force majeure shall relieve RPI or the Client whichever is affected thereby from its obligations under these Terms for the duration, and to the extent of impact, of such hindrance.

2. RPI or the Client may assign these Terms with the written permission of the other party, such permission will not be unreasonably withheld. RPI may use freelancers as contractors.

3. If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect.

4. These Terms and conditions shall be interpreted in accordance with English Law (where the Contractor is introduced to the Client by RP International Ltd or RP International Resources (Europe) Ltd) UAE Law (where the Contractor is introduced to the Client by RP International FZ-LLC) Singapore Law (where the Contractor is introduced to the Client by RP International Resources Pte Ltd) Hong Kong Law (where the Contractor was introduced to the Client by RP International Resources Ltd) Malaysian Law (where the Contractor is introduced to the Client by RP International Resources Malaysia Sdn.Bhd) Turkish Law (where the Contractor is introduced to the Client by RP International Danışmanlık Limited Şirket) and the parties agree to submit to the exclusive jurisdiction of the Courts of that land.

5. Any variation to these Terms, whether verbal or in writing, must be agreed by a Director of RPI in writing. In particular it is agreed that no terms sent attached to purchase orders or invoices or by any other method shall override these terms.