These terms and conditions apply in relation to any referral between:  

1.     Right Recruiters Consulting Ltda company incorporated in England and Wales herein after referred to as the "Company"  
and 
2.     Referrer details submitted through the Right Recruiters website hereinafter referred to as the "Referrer"

‍Background:
(A) The Company is in the business of consulting new recruitment business owners on methods to start their own companies as well as providing operational support for a period of years.
(B) This Agreement is a one-off agreement, the terms of which shall apply to single referrals of which a single person referral is made. 

It is agreed as follows:

In this Agreement, unless the context otherwise requires, the following definitions shall apply:
‍
“ConfidentialityInformation” means any and all information provided by theCompany to the Referrer or which it otherwise gains access during the course of its performance under this agreement.
‍"Data Protection Laws" means the Data Protection Act 1998, any applicable statutory or regulatory provisions and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data.
“Profit”means the Referrals profit generated under the newly formed company across a given period of time. Profit shall be calculated as Revenue minus operational cost excluding corporation tax and dividends.
‍"Referral" means the introduction of a professional.
‍“Customer” means a formally contracted professional between Referral and Company.
‍"Loss" means any demand, contribution, claim, action, proceeding, liability, loss, damage, costs, expenses, tax, national insurance contributions (to the extent permitted by law) and charges and any related penalties, fines or interest whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred (including without limitation all losses, liabilities and costs incurred as a result of defending or settling any claims); the term "Losses" shall be construed accordingly. 


Rec2Rec Referral will include points 1 & 2 and excludes 3 & 4:
‍
1. Fees

‍(a) Fees will be paid upon within the payment schedule to the Referrer for all Referrals that become contractual customers of the Company.   
‍(b) For each such Customer, the Company will pay to the referrer a fee of 4% of the contracted Customers profit for a period of 12 months paid quarterly.
(c) If the company does not engage the referral and subsequently does not contractually engage the referral as a customer, no fee will be liable. The referrer will have ownership of the referral for a period of 12 months from the date of introduction.   
‍(d) If for any reason the Company cancels the contract with the Customer at any given point, the Referrer will not be due further fee as the agreement between the Customer and the Company will become void.

2. Payment/Invoices 
‍
(a) The company will pay the Referrer the month following each successful quarter of engagement between the Company and the Customer.  
(b) Payment to the referrer will happen on the last working day of the calendar month.  
(c) The referrer will receive a total of 4 payments over the period of 13 months with 12 of those months billable.
(d) Company will include a report of Profit & Loss of the Customer as proof of invoice.
(e) The Referrer for all Rec2Rec Referrals will receive payment to a business address only and advise whether such business is VAT registered prior to payment.

Personal Referral will include points 3 & 4 and excludes 1 & 2:

3. Fees

‍(a) Fees will be paid the month following the first 6 months business of the Customer once an invoice to the Customer has been settled and exceeds a minimum of £10,000.
‍(b) For each such Customer, the Company will pay to the referrer a fee of £2,500.
(c) If the company does not engage the referral and subsequently does not contractually engage the referral as a customer for a minimum of 6 months, no fee will be liable. The referrer will have ownership of the referral for a period of 12 months from the date of introduction.   
‍(d) If for any reason the Company cancels the contract with the Customer and subsequently the Company does not receive any contractual payment from the Customer, the Referrer will not be due a fee as the agreement between the Customer and the Company will become void.

4. Payment/Invoices 
‍
(a) The company will pay the Referrer the month following the successful 6 months of engagement between the Company and the Customer.  
(b) Payment to the referrer will happen on the last working day of the calendar month.  
(c) The referrer will receive a total of 1 payment.
(d) Company will include a report of Profit & Loss of the Customer as proof of invoice.
(e) Referrer will provide an invoice from their person and confirms they will declare all personal earnings to HMRC as personal income.
(f) Personal referrers agree that they are not legally bound by their current employer which would induce legal action against them. Right Recruiters Consulting Ltd hold no responsibility for the actions of any Personal Referrer and rely solely on the Personal Referral to check their legal employment contract and confirm before a referral they have no liabilities within their employment contract that would cause a legal issue to be paid directly for an introduction of a currently employed or otherwise professional.



Data Protection 
‍
(a) Each party warrants to the other that, in relation to this Agreement, it shall comply strictly with all requirements of the Data Protection Laws.  The Client shall keep all information comprising an Introduction (including, without limitation, personal information relating to any Consultant) confidential and undertakes not to use such information for any purpose other than to arrange for the Supplier/Consultant to supply his/her services via the Company. 

‍Anti-Bribery

‍(a) The Referrer acknowledges and agrees that the Company will not tolerate bribery in any form in connection with the conduct of its business.
(b) TheClient shall comply with all applicable laws, statutes, regulations, codes and guidance relating to anti-bribery and anti corruption("Anti-Bribery Laws"), including without limitation the Bribery Act2010;
-  not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act2010 if such activity, practice or conduct had been carried out in the UnitedKingdom;
-   not do, or omit to do, any act that will cause the Company to be in breach of the Anti-Bribery Laws; and
-   promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Client in connection with the performance of this Agreement.
(c) The Referrer shall promptly notify the Company if, at anytime during the term of this Agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out in these clauses.
(d) Breach of any of the Anti-Bribery clauses shall be deemed a material breach of this Agreement.
(e) The Referrer shall indemnify the Company against any losses, liabilities, damages, costs and expenses incurred by the Company as a result of any breach of these clauses by the Client (including any consequential loss or damage). 

‍Confidentiality 

‍(a) All and any information provided by the Company is confidential and must be kept in the strictest confidence by the Referrer. 
(b) Such information may not be provided to or disclosed to any third party without the written consent of theCompany. 
(c) The Company will keep in strictest confidence any and all information provided to it by the Referrer which is marked as confidential. 
(e) The Referrer will indemnify the Company in respect of all liabilities, costs, damages and expenses whatsoever or howsoever arising from breach by the Company of this clause.  The provisions of this clause will survive termination of these terms.

Governing Law and Jurisdiction
‍
(a) This Agreement shall be governed by and construed in accordance with English law. The courts of England and Wales are to have exclusive jurisdiction to settle any dispute, whether contractual or non-contractual, arising out of or in connection with this Agreement.