Global Maritime Recruitment

TERMS AND CONDITIONS OF BUSINESS

1. These Terms and Conditions of Business are between Global Maritime Recruitment Ltd (the "Company") and the person, firm, company or other body whose details are set out below (the "Client") and are deemed to be accepted by the Client by virtue of the receipt of information sufficient to identify an Applicant (whether written or oral) regarding an applicant (including receiving a curriculum vitae) ("information") or an interview or the employment or engagement, whether under a contract of service or for services, or under an agency, licensee, franchise or partnership agreement (the "Engagement") of an applicant. "Applicant" means any person introduced by the Company to the Client (whether directly or indirectly)

2. The Client agrees:

a) to notify the Company immediately an offer of engagement is made to the Applicant and to furnish the Company with a copy of any letter of offer and/or contract of employment sent to the Applicant; and

b) to pay the Company's fee or fees, calculated and payable in accordance with clause 3 and 8 below ("Fee"), within 14 days of the date of the invoice. Should any invoice remain outstanding after 14 days the Company reserves the right to charge interest on any sums due until the date of payment (both before and after any judgement) at the rate of 2% per month. Interest is deemed to accrue on a day to day basis.

3. The fee payable including is calculated as set out in the Scale of Fees section below where the percentage figure referred to is applied to the gross remuneration which the Applicant is or would be entitled to or is projected to earn (whichever is the greater) during the first 12 months of his or her engagement ("Gross Remuneration"). Gross Remuneration includes (but is not limited to) all salary, commission payments and other taxable emoluments or their equivalents payable to or receivable by the Applicant from the Client for services rendered on behalf of the ClientVAT will be charged in addition to the fees. The Client agrees:

a) to notify the Company in writing forthwith upon the Engagement by the Client and to provide the Company with full details of the Applicant's projected Gross Remuneration;

b) an introduction of an Applicant to a Client shall be deemed to have been effected where the Company sends or provides information relating to the Applicant (whether written or oral) sufficient to identify him, her or it and fees will be charged by the Company in respect of each and very resulting Engagement made within the first 12 month period of his, her or its engagement (the "Period") howsoever effected and in respect of each and every resulting Engagement made after the expiry of the Period if such engagement can reasonably be regarded by the Company as having been brought about as a consequence of or resulting from an introduction by or through the Company; and

c) whether the Applicant was previously known to the Client or not an Applicant shall have been introduced to the Client exclusively by the Company and the Engagement of the Applicant shall be taken by the Company to have been solely by reason of that introduction.

4. Subject to Clause 5 below, should the Engagement terminate before the expiry of 9 weeks the Fee will be rebated in accordance with the Scale of the Rebate section below, provided that (a) the Client notifies the Company in writing within seven days of the date of termination of the Engagement and (b) payment of the Company's original invoice in respect of the Applicant's engagement has been made by the Client and received by the Company in accordance with clause 2(b) above. If, after the offer of engagement has been accepted by the Applicant, the Client decides for any reason not to proceed with the engagement, he or she shall be liable to pay to the Company the minimum fee indicated on the Scale of Fees section below. Should the Client or any subsidiary or associated company of the Client subsequently reengage the Applicant within the period of twelve calendar months from the date of termination of the original engagement, or within the period of twelve calendar months from the date of withdrawal of the offer of engagement, a non-rebated fee in accordance with clause 3 above becomes payable.

5. The Fee (but not the first instalment or second instalment of the Retainer Fee shall be rebated in accordance with clause 4 above if:

a) the Client did not employ or engage the Applicant with the intention or likelihood of terminating his or her Engagement without proper cause or with a view to obtaining unfairly from the Company a refund.

b) the Fee has been duly paid in full in accordance with these Terms and Conditions of Business;

c) the Client has notified the Company in writing within 7 days of the cessation of the Engagement;

d) the Client shall not engage the Applicant within the Period;

e) the Client has duly complied with all obligations made to the Applicant at the time of the Engagement;

f) no other sums are due and outstanding by the Client to the Company whether relating to the Applicant or otherwise; and

g) termination of the Engagement is not by reason of redundancy.

6. All introductions made by the Company to the Client are confidential. The passing on of an introduction to another employer which results in an engagement renders the Client liable to the payment of the Company's fee in accordance with clause 3 above.

7. A fee calculated in accordance with clause 3 above will be charged in relation to any Applicant engaged even though the introduction may be made indirectly, provided that the Engagement takes place within the Period or after the expiry of the Period if such Engagement can reasonably be regarded by the Company as having been brought about as a consequence of or resulting from an introduction by or through the Company.

a) The Company endeavours to make every reasonable effort to ensure the suitability of Applicants on behalf of Clients but does not personally establish references and cannot accept responsibility for any loss, damage or delay, however occasioned.

b) The Company (to the fullest extent permitted in law) gives no representations, warranties or undertakings as to the Applicant's skills, qualifications, experience, general integrity, references or suitability or as to the accuracy of completeness of any information about his or her skills, qualifications, experience, integrity or suitability whether such information is supplied to the Client by the Company or direct by the Applicant.

c) The Client shall be responsible for:-
1. Taking up all references and confirming any professional and academic qualifications of the Applicant prior to commencing work and for obtaining any necessary work permits and satisfying any medical requirements.
2. Verifying the skills, qualifications, experience, integrity, references and suitability of the Applicant prior to his or her commencement of work.
3. Verifying the accuracy and completeness of the information referred to in clause 1 above.

d) The Company shall bear no responsibility (to the fullest extent permitted in law) for any loss, damage, expenses, delay, loss of profits or liability suffered or incurred by the Client by reason of the lack of skill, qualifications, experience, integrity or suitability of the Applicant or by reason of the inaccuracy of incompleteness of the information referred to in clause 1 above or any references of the Applicant or by reason of the selection of the Applicant by the Company.

e) Except in respect of death or personal injury caused by the Company's negligence, the Client shall indemnify the Company against all claims, demands, actions, proceedings, and liabilities of whatever nature brought by a third party against the Company which arise out of or are connected with or have been caused in any manner whatsoever by any information supplied by the Company as to the skills, qualifications, experience, integrity or suitability of the Applicant or otherwise howsoever arising out of the performance or purported performances of these Terms and Conditions of Business and any contract in connection therewith by the Company whether or not such information has been given negligently by the Company, its servants or agents.

a) The Company shall in no circumstances whatsoever (to the fullest extent permitted in law) be liable for any injury, loss (whether direct or indirect or consequential), expense, delay or loss of profits suffered by the Client for any liability to the third parties of whatever nature suffered or incurred by the Client arising out of or connected with or caused by any refusal or failure by the Applicant to work or by any breach of contract, negligence, breach of statutory rights, omissions, default, wilful or reckless action on the part of the Applicant.

b) Except in respect of death or personal injury caused by the Company's negligence, the Client shall indemnify the Company against all claims, demands, actions, proceedings and liability of whatever nature brought by any third party against the Company, which arise out of or are connected with or have been caused in any manner whatsoever by the failure or refusal of the Applicant to work or by breach of contract or the negligence, breach of statutory duty, omissions, default, wilful or reckless action on the part of the Applicant or by an dishonesty or fraud on the Applicant.

10. The Client shall arrange and maintain adequate and appropriate insurance cover in respect of the indemnities set out in Clause 9 and Clause 10 above.

11. No variation can be made to these Terms and Conditions of Business without the written consent of the Company. The Company may from time to time vary these Terms and Conditions of Business provided that 30 days notice has been given notifying the Client of such variation.

12. If the Company is instructed as the sole or exclusive supplier to the Client any or all third party applications submitted for a particular and relevant position must be forwarded to the Company, with no further subsequent action taken at the client's end in relation to such third party applications (third party applications mean information submitted by other agencies on a specific or speculative basis). If this clause 15 is in effect, the Company is entitled to invoice the Client for any positions filled by such third party applications at the Fee rate set out in these Terms and Conditions of Business or at the rate agreed with such third party whichever is higher.

13. For any work that the Company is retained by the Client (e.g. for specific search and selection on a retained fee basis) any and all third party applications submitted for such a position must be forwarded by the Company, with no further subsequent action taken at the Client's end in relation to any third party applications) third party applications means cv's submitted by other agencies on specific or speculative basis or via candidates applying directly or indirectly for this position).

14. Unless otherwise agreed by the Company and the Client in writing, during this Contract and for a period of 12 months following the termination of it for any reason, the Client shall not offer employment or engagement to, or employ or engage, any person employed or engaged by the Company

15. All amounts payable under these Terms and Conditions of Business are exclusive of VAT which shall be charged at the applicable rate.

16. If any of these Terms and Conditions of Business are found by any Court or body of competent jurisdiction to be invalid or unenforceable, such validity or unenforceability shall not affect the other Terms and Conditions of Business which shall remain in full force and effect. If any of these Terms and Conditions of Business in question shall apply with such modification(s) as may be necessary to make them valid and enforceable.

SCALE OF FEES
Non-retained fee basis

Gross Remuneration	% Charged
Permanent position; $100,000 and above	An amount equal to 18% of Gross Remuneration
Permanent position; $50,000 to $99,999	An amount equal to 15% of Gross Remuneration
Permanent position; up to $49,999	An amount equal to 12% of Gross Remuneration

SCALE OF REBATE*
(Non-retained fee basis)

Week of Engagement	Percentage of Rebate
Weeks 1 and 4	-100%
Weeks 5 and 6	-60%
Weeks 7 and 8	-50%
Weeks 9 and 10	-30%

*All rebates are subject to the retention of an administration fee of $50 by the Company.