1. Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following terms shall have the following meanings:

"Applicant": The individual(s) introduced by the Company to the Client, possessing the relevant skills for the Project.
"Client": The person, firm, or company commissioning the Services from the Company as detailed in the Service Specification.
"Charges": The Fees and any other charges payable for the Services, as detailed in the Fee Scale, agreed between the parties, or specified in the Confirmation.
"Commencement Date": The date the Company begins providing the Services, or as otherwise agreed by the parties.
"Confirmation": The description of the Services sent to the Client by post or email following initial discussions.
"Contract": The contract between the Company and the Client for the provision of the Services under these Terms and Conditions.
"Engagement": The employment or use of the Applicant by the Client, whether paid or voluntary, and irrespective of the terms, for the Project or otherwise.
"Engagement Fee": The Fee payable by the Client to the Company upon an Engagement, as detailed in the Fee Scale.
"Fees": The Engagement Fee and/or Re-Engagement Fee, payable by the Client to the Company on the occurrence of an Engagement or Re-Engagement Event, as detailed in the Fee Scale.
"Fee Scale": The scale of the Fees attached hereto or in force at the date of the Engagement or Re-Engagement Event, as notified by the Company.
"Introduction": The initial introduction facilitated by the Company between the Applicant(s) and the Client.
"Project": The project the Client seeks Applicant(s) to perform.
"Re-Engagement Fee": The Fee payable by the Client to the Company upon a Re-Engagement Event.
"Services": The services required by the Client and provided by the Company in procuring Applicants with the relevant skills to undertake the Project. Services include vetting potential Applicants and arranging Introductions.
"Terms and Conditions": These terms and conditions, including the Fee Scale and any Confirmation.
1.2 The words “include” or “including” are to be construed as meaning "without limitation." Headings are for convenience only and do not affect the construction of these Terms and Conditions.

2. Contract Formation
2.1 These Terms and Conditions form the entire agreement between the Client and the Company in relation to the Services, excluding all other terms and conditions (including any purported by the Client).

2.2 The Company shall send the Confirmation to the Client. No order placed by the Client shall be deemed accepted by the Company until the Confirmation is sent, or the Company commences the Services, which shall be deemed equal to signing the Contract by both parties.

2.3 These Terms and Conditions are deemed accepted by the Client through continued instruction and communication regarding the Services.

2.4 Variations to these Terms and Conditions must be mutually agreed upon in writing.

2.5 The Client must notify the Company if any details in the Confirmation are incorrect or incomplete.

3. The Services
3.1 The Company shall commence providing the Services from the Commencement Date in accordance with these Terms and Conditions.

3.2 The Company will make reasonable efforts to deliver the Services by any specified dates; however, the Company shall not be liable for any failure to meet such dates.

3.3 The Company shall provide the Client with details of the Applicant to assess suitability. Upon confirmation from the Client within a reasonable time frame, the Company will arrange an Introduction at a mutually convenient time.

3.4 In the event that the Client engages the Applicant, the Client shall be obligated to pay the Company a previously agreed-upon percentage of the total amount agreed upon between the Client and the Applicant, as stipulated in the contract between the Client and the Company. The Client must notify the Company prior to finalizing the Engagement to facilitate the calculation of the applicable fee.

3.5 The Client must notify the Company of any Re-Engagement Event within five (5) working days and provide all necessary details required for the calculation of the applicable fee.

3.6 The Client shall not introduce or recommend any Applicant to third parties and must direct all such inquiries to the Company.

3.7 The Company may offer discounts to returning Clients at its discretion, subject to the terms and conditions agreed upon between the parties, as specified in the contract.

4. Suitability of Applicants
4.1 The Company takes reasonable care in recommending Applicants, but the Client is responsible for ensuring their suitability for the Project or any other purpose.

4.2 The Company will confirm Applicant availability prior to an Introduction but is not responsible for any changes in availability thereafter.

5. Employment of Applicants
5.1 The Client is responsible for:

Entering into a direct contractual relationship with the Applicant.
Ensuring all legal requirements are met for the Applicant to work, including obtaining work permits and covering any related travel expenses.
Arranging for the Applicant's remuneration.
Compliance with tax, national insurance contributions, and other legal deductions.
5.2 Upon Engagement, the Client is deemed to be the Employer of the Applicant.

5.3 The Client is responsible for paying the Applicant's remuneration in addition to the Fees owed to the Company.

6. Payments
6.1 Fees and Charges
6.1.1 The Client shall pay the Company the Fees as detailed in the Fee Scale or as otherwise agreed in writing between the parties. The Fees are exclusive of VAT or any other applicable taxes, which shall be added to the invoice at the prevailing rate.
6.1.2 Upfront Payment: Prior to the Introduction of any Applicant (chef) to the Client, the Client is required to pay an upfront, non-refundable fee, equivalent to [a percentage or flat fee] of the anticipated total Engagement Fee. This payment confirms the Client’s commitment and covers the initial vetting and introduction services provided by the Company.
6.1.3 Upon the Client's Engagement of an Applicant, the remaining balance of the Engagement Fee (if any) shall become payable immediately. The Company will issue an invoice for the outstanding amount, which must be paid within fourteen (14) days of the invoice date.
6.1.4 Any additional charges, such as those related to specific services requested by the Client outside the standard scope of Services, will be invoiced separately and shall be payable in accordance with the terms set out in the relevant invoice.

6.2 Payment Terms
6.2.1 The upfront fee must be paid before any Introduction of the Applicant to the Client. Failure to pay this fee will result in the Company withholding the Introduction until payment is received.
6.2.2 All subsequent invoices issued by the Company must be paid by the Client within fourteen (14) days of the invoice date, unless otherwise agreed in writing between the parties.
6.2.3 Payments shall be made via bank transfer to the account details provided on the invoice or by any other payment method agreed upon in writing by the Company.
6.2.4 If the Client fails to make any payment by the due date, the Company reserves the right to suspend or terminate the provision of Services to the Client until all outstanding amounts, including any accrued interest, are paid in full.
6.2.5 The Client shall not be entitled to withhold or set off any amounts against the Company’s invoices.

6.3 Refunds and Adjustments
6.3.1 The upfront fee is non-refundable except where required by law. All other Fees paid are also non-refundable unless explicitly stated otherwise in the contract.
6.3.2 If an Applicant leaves or is terminated by the Client within the first thirty (30) days of Engagement, the Company may, at its sole discretion, offer a replacement Applicant at no additional charge, provided the Client has paid all outstanding Fees in accordance with these Terms and Conditions.

6.4 Currency and Exchange Rates
6.4.1 All payments shall be made in GBP (£), unless otherwise agreed in writing between the Company and the Client.
6.4.2 If any payment is made in a currency other than GBP, the Client shall bear all associated costs, including any applicable exchange rate differences and bank charges.

7. Confidentiality
7.1 The Client agrees to keep confidential any commercially sensitive or personal information of Applicants provided by the Company and not use it for purposes outside the Contract without the Company's written consent.

8. Liability
8.1 Nothing in the Contract limits liability for injury, death, or damage caused by negligence.

8.2 The Company endeavors to provide accurate information but does not warrant its accuracy or guarantee success from the Services.

8.3 The Company’s aggregate liability is limited to the total Charges paid under the Contract. The Company is not liable for indirect, special, or consequential losses, including loss of profit, business, revenue, or goodwill.

9. Data Protection
9.1 By instructing the Company, the Client consents to personal information being held on internal databases. The Company will not disclose this information except as necessary for the Services or as required by law.

10. Governing Law and Disputes
10.1 The Contract is governed by and construed in accordance with Scottish law.