Our terms of business outline the agreements and conditions that govern our interactions with clients, candidates and staff. They cover key areas like fees, payment terms, candidate placements, confidentiality and dispute resolution.

These terms ensure clarity and professionalism in our engagements.

TERMS OF BUSINESS

Last updated: 24/04/2024

CONTENTS

Consultancy and staffing services

Permanent and temporary recruitment

Interval Group refers to the global network of companies that operate under the Interval brand. More information: Legal | Impressum

CONSULTANCY AND STAFFING SERVICES

1. General principles
1.1 Interval Group (hereinafter referred to as “Interval”) provides consultancy and staffing services on the basis of these "General Terms and Conditions" ("GTC") and Interval's individual written quotations. "Interval" refers to the legal entity listed as a party to the contract.
1.2 These GTC shall also apply to all future contractual relationships, whether or not they are expressly referred to in Interval’s quotations.
1.3 Any conflicting general terms and conditions of the client shall only apply if Interval has expressly acknowledged these in writing.
1.4 Any amendments to these GTC must be made in writing. Any oral subsidiary agreements and declarations shall only be effective where Interval has confirmed these in writing.

2. Scope of services, conclusion of contract
2.1 The scope of the services shall be in accordance with Interval’s written quotation.
2.2 Quotations are valid for four weeks, unless otherwise specified in the quotation.
2.3 With acceptance of the quotation, the client agrees that Interval's services may contain recommendations, but Interval is neither responsible nor liable for their implementation nor for decisions that are based on the recommendations or serve their implementation.
2.4 The contract is concluded upon acceptance of the quotation sent by Interval. Acceptance occurs once the order confirmation has been duly signed by the client and received by Interval.

3. Duty to cooperate
3.1. The client shall, of its own accord, ensure that it provides Interval with all the necessary data, information, processes, resources, system access and circumstances in a timely manner and that the information furnished is reliable, correct and complete. This also applies to any data, information, processes, resources, system access and circumstances that only arise or become known during the provision of the services.
3.2. The mutual trust between the client and Interval requires that Interval be fully apprised of prior, current and planned activities relevant to the services to be provided.
3.3. The client shall ensure that all the requirements set out in the quotation are correct.
3.4. The client shall make all decisions that are necessary for the provision of the services in a timely manner and obtain any approvals required (e.g. management approvals, consent of the group management, supervisory board, employees or works council).
3.5. With acceptance of the offer, the client shall be solely responsible for, among other things:
a. making all management decisions and performing all management functions;
b. designating one or more individuals who possess suitable authority, experience, knowledge and skill to oversee the services;
c. evaluating the adequacy and results of the services;
d. accepting responsibility for the results of the services; establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities;
e. client participation in meetings and workshops;
f. definition of client requirements;
g. prioritising activities required for delivery of the services (e.g. system access, testing, user input, user acceptance) to enable timely completion;
h. internal communication and training relevant to the services;
i. internal alignment and clarification of questions that may arise during the project.
3.6. Where the services are provided on the client’s premises, the client shall provide the necessary office facilities and equipment free of charge and ensure that all organisational conditions have been met and the undisturbed provision of services is guaranteed.
3.7. In the event that the client breaches its duty to cooperate, or if additional unforeseen tasks or other circumstances beyond Interval’s control arise which introduce delay or prevent Interval from rendering the services, any milestones or timetable agreed to shall be postponed. In addition, Interval shall be entitled to charge the client for any additional expenses (e.g. availability of staff assigned).

4. Provision of services
4.1. Interval is responsible for the provision of the services stipulated in the quotation, but not for the achievement of any specific economic benefits.
4.2. Interval is entitled to regard the information and documents provided by the client as correct and complete. Unless expressly otherwise agreed, Interval is not obliged to identify errors.
4.3. Interval will endeavour to comply with the client’s wishes regarding the assignment of given staff, but expressly reserves the right to assign and reassign its staff at its own discretion depending on what is appropriate, expedient and possible for the provision of its services.
4.4. Interval is entitled to arrange for services to be wholly or partly performed by cooperation partners or competent third parties.
4.5 Interval is not responsible for additional tasks or delays arising from or related to other initiatives at the client.
4.6 The provision of services in any jurisdiction affected by prohibitions or sanctions is considered out of scope of the offer and will not be undertaken by Interval. This also applies to jurisdictions that may be affected in future, but which weren't affected at the time of the order.

5. Rights of use, protection of intellectual property, confidentiality
5.1 All documents provided by Interval in paper or electronic form (in particular, quotations, analyses, opinions, etc.) are the intellectual property of Interval. The client acknowledges Interval’s exclusive rights to said documents, whether or not they are protected by copyrights, trademark rights or competition law.
5.2 During and after termination of the contractual relationship, the client may use the documents transmitted to it exclusively for such own business purposes, which are covered
by the contract and the scope of the services agreed. The client is not entitled to modify Interval’s analyses, opinions, recommendations, etc.
5.3 Without Interval’s prior written consent, which may be subject to compliance with further specified conditions, the client is prohibited from passing on the entire documents or excerpts therefrom to third parties, publicly reproducing or citing therefrom, or referring thereto in communications with third parties except where applicable laws, regulations, rules and professional obligations prohibit limitations on disclosure. This also applies where the client has obtained Interval’s consent if the economic environment and the relevant conditions have changed since obtaining such consent and/or the services have since been overtaken by events.
5.4 In the event of a breach of sections 5.2 or 5.3, Interval shall not be liable for any damages arising therefrom.
5.5 The mutual trust between the client and Interval requires strict confidentiality. With regard to the contract and all information provided in connection with the contract which
is designated as confidential by the party providing the information, the recipient undertakes to protect confidential information adequately and in accordance with the applicable
professional standards, only to use such information for the purpose of executing the contract, and only to reproduce it to the extent required for the fulfilment thereof. This confidentiality obligation does not apply to information already known to third parties or to the recipient.
5.6 Interval, its staff and any cooperation partners engaged by it undertake to maintain confidentiality with regard to all matters becoming known to them in connection with their
activities for the client.
5.7 Interval may provide reports, opinions or other written material regarding its work and the results arising there from to third parties only with the client’s consent.
5.8 The duty of confidentiality shall continue to apply after termination of the contract. This excludes cases where the provision of information is required by a statutory obligation or where the client expressly releases Interval from its duty of confidentiality.

6. Data protection
6.1 Interval is controller within the meaning of General Data Protection Regulation (“GDPR”) with regard to all personal data processed within the scope of the contractual services provided by Interval. Within the scope of its services, Interval is entitled to process personal data entrusted to it, to store such data electronically or to allow such information to be processed by third parties with whom a data processor agreement within the meaning of GDPR has been concluded. Materials (paper and data carriers) provided to Interval shall be handed over to the client or to third parties named by the client or, if this has been agreed separately, stored or destroyed by Interval. Interval is entitled to keep copies of these materials insofar as required for the proper documentation of services and/or for legal reasons.
6.2 Interval undertakes to observe data secrecy in accordance with the provisions of GDPR as amended from time to time and to bind its staff and any third parties engaged to the same.
6.3 For the purpose of preventing conflicts of interest, securing the guaranteed independence given by law and compliance with stock exchange law, Interval and all other legal entities of Interval Group are authorised to save contract data (name, address, contact person, size of order, size of fee and process period) electronically and forward these data to other legal entities of Interval Group.
6.4 Interval will provide the client with a reasonable amount of information and notifications regarding services, events etc. offered by Interval via email, postal mail, telephone and fax (with the client’s consent). The client may reject or revoke consent at any time and without giving any reason. After such rejection/revocation, the personal data necessary for the provision of the aforementioned information and notifications will no longer be processed for this purpose. The rejection/revocation does not affect the legality of the processing of personal data with consent until revocation.
6.5 Interval uses appropriate technical and organisational measures to secure the data processed, taking into account the nature, scope, circumstances and purposes of the processing, as well as the different probabilities of occurrence and severity of risks to the rights and freedoms of the data subjects and adapted to technological advancements, in order to ensure that the data processing is carried out in accordance with the requirements of GDPR. In the absence of a written agreement to the contrary on an individual basis, electronic communication between the client and Interval or vice versa will be unencrypted and unsigned; therefore, reading or manipulation by third parties cannot be excluded with certainty.
6.6 Further details on data protection and in particular on the information obligations under GDPR can be found on our website www.intervalgroup.com/privacy.

7. Fees
7.1 The amount of Interval’s fees shall be in accordance with the type and scope of the services as specified in Interval’s quotation. In the absence of an express agreement, reasonable fees shall be due.
7.2 Any travel expenses incurred by Interval’s staff and out-of-pocket expenses shall be invoiced separately.
7.3 Unless otherwise agreed, invoicing shall occur monthly in arrears.
7.4 Invoices are due immediately without deductions.
7.5 Any objections to invoices must be made to Interval in writing within seven days of receipt. Failure to object within this period shall be deemed to constitute acknowledgment of the invoice.
7.6 In the event of payment default, Interval is entitled to charge default interest at the prevailing statutory rate. Interval is furthermore entitled to suspend any current services and to withdraw from the contract after reminders have been issued without success. The client shall bear all incurred reminder and collection fees and all litigation costs necessary for Interval to pursue its legal claims.
7.7 Fees are exclusive of any Value Added Tax which shall be charged by Interval at the prevailing rate.
7.8 Unless otherwise agreed, daily fees are based on an 8-hour working day during standard business weekdays/hours. Work outside of this (incl. overtime) must be requested in advance in writing and will be charged separately.

8. Termination
8.1 Unless otherwise agreed (e.g. in the case of delimitable projects or sub-projects), the contract may be terminated in writing by either party at the end of any calendar month by giving 30 days notice.
8.2 Interval may terminate the contract in whole or in part, with immediate effect upon written notice to the client, if Interval determines that (i) a governmental, regulatory, professional entity or other entity having the force of law has introduced a new or modified law, rule, regulation, interpretation, or decision, the result of which would render Interval’s performance of any part of the contract illegal or otherwise unlawful or in conflict with independence or professional rules or (ii) in case of a change in circumstances (including, without limitation, changes in ownership of the client or affiliates), so that Interval’s performance of any part of the contract would be illegal or otherwise unlawful or in conflict with independence or professional rules.
8.3 The client shall pay Interval for all services rendered and expenses incurred until termination of the contractual relationship and compensate Interval for all costs and expenses incurred by Interval in connection with the termination.

9. Liability
9.1 Interval shall not be liable for any reports, including emails and other communication, sent to the client during the term of the project.
9.2 Interval shall only be liable for damages insofar as intent or gross negligence are proven. Liability for minor negligence is excluded in any case. The same shall apply if Interval engages third parties to fulfil the contract.
9.3 Interval shall in no case be liable for lost profits, consequential damages, direct and indirect damages or any kind of exclusively financial loss.
9.4 In addition, Interval’s liability is limited to the amount of the contract, and shall in no case exceed EUR 350,000. An individual case of damages shall be deemed to be the sum of claims for damages made by all claimants arising from one standard service. In the case of damages arising from several like, standard services due to several breaches originating in the same professional error, Interval’s liability shall likewise be limited to the contractual amount and not exceed EUR 350,000.
9.5 If, in the client’s opinion, the potential damages exceed the above amount, at the client’s request Interval will attempt to take out insurance in addition to the existing indemnity insurance to cover this risk, provided that the client bears the premium for this.
9.6 Any claims for damages must be asserted in the courts within three months of becoming aware of the damages, and at the latest two years after the event giving rise to the claim and shall otherwise be barred.
9.7 If Interval engages a third party, e.g. a data processing company, a chartered accountant or a lawyer, for the purpose of providing its services and has notified the client of
same in writing, Interval shall be released from its liability and the third party engaged shall become solely liable as against the client for any damages for which said third party is responsible.
9.8 Any liability on the part of Interval as against any persons other than the client is expressly excluded. Where documents belonging to Interval are passed on to third parties with Interval’s consent, this shall not justify any liability on the part of Interval as against such third party. Should Interval nonetheless become liable to a third party, the above liability limitations shall apply not only to the relationship between Interval and the client, but also to said third party. The client shall fully indemnify and hold harmless Interval in each instance of a third party’s claiming damages from Interval.

10. Loyalty, non-solicitation
10.1 During the term of this contract and during a further period of one year after termination of the services, the client is prohibited from employing or engaging Interval staff who were involved in the fulfilment of the contract. In the event of breach of this duty, the client must pay a contractual penalty of EUR 50,000 (or equivalent in contract currency).

11. Final provisions
11.1 Interval is entitled to include the client and the project in its reference list, i.e. company name, company symbol or trademarks and to mention a general description
of the project to third parties. The client agrees to provide a reasonable amount of information about the project upon prior notification.
11.2 The client is not entitled to assign rights or obligations arising from this contract to third parties without Interval’s prior written consent. Interval is entitled to assign rights and obligations arising from this contract to a subsidiary or affiliated company or to any legal entities of Interval Group with debt-discharging effect and without the client needing to provide separate consent.
11.3 Interval uses modern technology to recognise and filter out unwanted emails (spam). Nevertheless, it may occur that an email is erroneously treated as spam. Interval therefore cannot guarantee that the client’s emails will actually be received by the desired recipient.
11.4 This agreement, as well as all matters from and in connection with this agreement, including non-contractual obligations, shall be construed and governed in accordance with the laws of the country in which Interval is registered and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of this agreement shall be subject to the exclusive jurisdiction of the courts of the country in which Interval is registered. For the avoidance of doubt, ‘Interval’ refers to the legal entity listed as a party to the contract.
11.5 Should individual provisions of these GTC be or become ineffective, this shall not affect the remaining provisions.

PERMANENT AND FIXED TERM RECRUITMENT

1. Scope of this Agreement
1.1 These Terms and Conditions for permanent and fixed term recruitment shall apply to:
a. any Business proposed or undertaken by Interval for the Client; and
b. the employment, engagement or other use by the Client of a Candidate Introduced by Interval.
1.2 In the absence of written confirmation, the use by the Client of any CV (or the details therein) provided by Interval or the employment or engagement (or any offer of such) in any capacity, of any Candidate Introduced by Interval will constitute acceptance by the Client of these Terms and Conditions.
1.3 These Terms and Conditions together with any documents referred to within them shall constitute the entire agreement between the Parties in relation to the Business, Placement and/or the employment, engagement or other use by the Client of a Candidate Introduced by Interval to the exclusion of all other agreements including any other terms and conditions of business or purchase conditions that the Client may attempt to impose in respect of the provision of the Business.

2. The Placement
2.1 Interval shall use reasonable skill and care in the sourcing and Introduction of Candidates to the Client.
2.2 The Client shall provide Interval with details of the particular Placement, including the anticipated Salary Package, job description and any other information reasonably necessary to enable Interval to assess the suitability of a Candidate for that Placement.
2.3 Insofar as a Candidate or a third party provides details (whether in the form of academic or professional qualifications, professional background, experience or the like) relating to the Candidate, Interval provides no warranty or representation as to the accuracy of such information and Interval will not be liable to the Client for any loss (including direct loss, indirect or consequential loss, loss of profit, loss of anticipated revenue, loss of reputation or regulatory fines) or damage, nor shall Interval bear any responsibility for any Client legal costs and expenses associated with such matters, whether arising directly or indirectly, as a result of such inaccurate or misleading information and the Client acknowledges that it is their sole responsibility and obligation undertake its own investigations to verify any information provided in respect of that Candidate and ensure that the same is accurate and correct.
2.4 Where the Client has instructed Interval to approach a particular Candidate on the Client’s behalf, the Client shall indemnify and keep Interval indemnified against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by Interval as a result of claims made against Interval in connection with such instruction provided that Interval has complied with its obligation to use reasonable skill and care and has not acted negligently or illegally in such regard.
2.5 Interval gives no representation or warranty that any Candidate is or will be willing and/or available to accept any Placement.
2.6 Interval will not be liable for any and all losses, including direct losses, indirect or consequential losses, loss of profit, loss of actual or anticipated savings, loss of anticipated revenue, loss of reputation or regulatory fines, liabilities, costs and expenses (including legal costs and expenses) incurred by the Client arising from the Candidate’s acts or omissions including their acts or omissions in the performance of their employment (whether on a permanent or Fixed Term Placement basis) with the Client.
2.7 The Client acknowledges that the final decision to employ or engage the Candidate rests with it.
2.8 The Client will make Interval aware of any security and/or health and safety requirements which Interval’s staff and/or the Candidate must observe whilst at the Client’s premises.
2.9 Unless otherwise notified to the contrary by the Client in writing to Interval, the Client hereby provides Interval with its consent to use and reproduce the Client’s name, logo and trademarks within advertising for the Placement and for Interval’s general promotional literature (whether online or in print) provided always that Interval shall not change or otherwise amend the Client’s name, logo or trademark without the Client’s prior written consent. Nothing in this provision shall create any rights of ownership (whether registrable or not) in favour of Interval over the intellectual property of the Client.
2.10 Interval shall not be responsible for arranging work permits, insurance or other incidental requirements of employment for the Candidate.

3. Fees
3.1 The Placement Fees for non-Fixed Term Placements shall be calculated as a percentage of the Salary Package of the Candidate. This percentage shall be agreed between the Parties and confirmed by Interval in writing (including by email) or verbally (then confirmed by email). In the absence of such agreement, where a Placement is accepted by the Candidate, Interval shall be entitled to charge Placement Fees calculated on its standard percentages as set out in the Fee Schedule. For the avoidance of doubt, where an offer of employment or engagement is accepted by the Candidate but (through no fault of the Candidate) no employment or engagement results, the Placement Fees shall still be due.
3.2 The Placement Fees for Fixed Term Placements shall be calculated against the equivalent annual full time Salary Package pro-rated to the length of the Fixed Term Placement but otherwise calculated in accordance with the provisions of clause 3.1.
3.3 Placement Fees are exclusive of any Value Added Tax which shall be charged by Interval at the prevailing rate.

4. Additional Costs
4.1 Any Additional Costs will only be incurred by or with the Client’s approval and charged at rates agreed between the Parties in writing. Such Additional Costs will be payable by the Client, even if the Placement to which such Additional Costs are attributable is not secured.

5. Time For Payment
5.1 Save as provided in clause 6.2, the Client shall pay all Interval invoices (including those for Additional Costs) in full, within fourteen (14) days of the date of a Interval invoice without any right of set off.
5.2 Except as otherwise agreed in writing between the Parties, all Placement Fees shall be invoiced following the Candidate accepting an offer from the Client. Interval shall be entitled to invoice any and all Additional Costs immediately after they have been incurred by Interval.
5.3 The Client is deemed to have accepted an Interval invoice if no dispute is raised in respect of the same, within seven (7) days of the date of such invoice. All disputes shall be dealt with promptly, in good faith and escalated to the appropriate levels within Interval. For the avoidance of doubt, no disputed payment shall permit the Client any right of set off against future invoices or permit the Client to fail to discharge any other Interval invoice issued pursuant to these Terms and Conditions.
5.4 Any third party costs and/or expenses (including legal fees and other professional fees) incurred by Interval in recovering amounts overdue pursuant to these Terms and Conditions shall be payable by the Client.

6. Retained Searches
6.1 Placement Fees for Retained Searches only shall be calculated on the basis of the Salary Package and invoiced to the Client in three stages:
a. thirty three percent (33%) of the Placement Fee on Interval’s agreement to undertake the Business (based on an estimate of the Salary Package);
b. thirty three percent (33%) of the Placement Fee when the short-list of Candidates is presented to the Client by Interval or thirty (30) days after Interval’s agreement to undertake the Business whichever is the sooner (based on an estimate of the Salary Package); and
c. the balance (if applicable, adjusted for any variance between the estimated and final Salary Package) on the first day of the Client’s employment of the Candidate.
6.2 Placement Fees for Retained Searches are non-refundable. If the Client withdraws the Placement before the Candidate commences, all three stages of fees specified in clause 6.1 will become payable immediately.

7. Fixed Term Extensions & Conversions
7.1 For Fixed Term Placements, if:
a. a new fixed term commences within twelve (12) months from the end of the previous fixed term, and/or the original fixed term (or any subsequent fixed term) is extended, a further fee will be calculated in accordance with the provisions of clause 3.2; or
b. the Candidate accepts permanent employment with the Client within twelve (12) months of the end of the last fixed term, a further fee will be calculated in accordance with the provisions of clause 3.1.
7.2 In each circumstance established pursuant to clauses 7.1 a and 7.1 b, the Client must notify Interval immediately in writing of the occurrence such circumstance.

8. Additional Circumstances Where Placement Fees Will Be Due
8.1 The Client shall inform Interval as soon as reasonably practicable and in any event within seven (7) days of the occurrence of any of the events envisaged pursuant to the provisions of this clause 8.1, and shall pay the Placement Fee that would have been due to Interval for a Placement where:
a. although no Placement occurs initially, a Candidate accepts an offer of employment or engagement with the Client within twelve (12) months of the Final Communication; or
b. irrespective of whether or not a Placement resulted from the Introduction of a Candidate by Interval to the Client, the Candidate is Introduced by the Client to a third party within twelve (12) months of the Final Communication and such introduction results in an offer of employment or an assignment, whether made through another recruitment agency, third party or by the Client direct.
8.2 The notification to Interval under clause 8.1 shall include details of the start date of the employment and full details of the Salary Package agreed.

9. Replacement Candidates
9.1 No rebate of Placement Fees shall be made. Should the employment or engagement of a Candidate terminate within a period of nine (9) weeks (including the Candidate’s period of contractual notice with the Client) from the Candidate’s employment commencement date with the Placement, Interval shall use reasonable endeavours to seek a replacement Candidate on the condition that:
a. the Candidate leaves of their own volition and not due to any redundancy measures, change in job description or change in work conditions;
b. Interval’s invoices have been settled in accordance with these Terms and Conditions;
c. the Client has complied with its obligations to the Candidate including its obligations under any relevant law;
d. the request is given exclusively to Interval to replace the Candidate;
e. the replacement role is the same as the initial Placement; and
f. Interval is informed in writing that the Candidate is no longer to be engaged by the Client within fourteen (14) days of such decision being made.
9.2 Interval only offers such replacement for the initial Candidate placed with the Client in whatever capacity. No replacement for the replacement Candidate in whatever capacity shall be provided.
9.3 If the Salary Package of the replacement Candidate changes from that provided to the original Candidate, the invoiced amount will be adjusted accordingly.
9.4 The offer of searching for a replacement Candidate (where the circumstances noted in clause 9.1 are satisfied) will be valid for a period of two (2) months from the date of termination of the initial Candidate, after which Interval is not obliged to offer such a replacement.
9.5 This clause 9 shall constitute the exclusive remedy for the Client with regards to a Candidate’s engagement terminating in the circumstances set out in clause 9.1.

10. Confidentiality and Data Protection
10.1 Each Party will hold information of the other that can be reasonably regarded as being confidential or is notified as being so by the disclosing Party, in confidence and will not disclose such information without the consent of the other Party unless required by law or a court of competent jurisdiction, or it has already been made available to the public other than through a breach of this clause. Any CVs or details of the Candidate provided to the Client by Interval shall remain the confidential information of Interval.
10.2 Both Parties shall comply with its obligations in respect of the privacy of data as more particularly set out in the Data Protection Act 1998 and the Privacy and Electronic Communications Regulations 2003. The Client shall indemnify Interval against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by Interval arising out of or in connection with any third party claims (including those of Candidates) caused by the misuse of a Candidate’s personal data by the Client or its Subsidiaries, or the employees, directors, agents or contractors of each.

11. Law and Jurisdiction
11.1 This agreement, as well as all matters from and in connection with this agreement, including non-contractual obligations, shall be construed and governed in accordance with the laws of the country in which Interval is registered and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of this agreement shall be subject to the exclusive jurisdiction of the courts of the country in which Interval is registered. For the avoidance of doubt, ‘Interval’ refers to the legal entity listed as a party to this contract.

12. General
12.1 Neither Party shall be liable to the other under or in connection with these Terms and Conditions or any contract made upon them for any indirect or consequential loss, loss of profits, loss of business, loss of revenue loss of anticipated savings, loss of reputation or regulatory fines. Nothing in these Terms and Conditions limits any warranty, exclusion or limitation of liability or right imposed by statute or regulation to the extent that it cannot lawfully be excluded or limited.
12.2 Subject to the extent that a liability cannot be lawfully excluded or limited, the maximum liability of each Party to the other in respect of any Placement shall be limited to one hundred and twenty percent (120%) of the Placement Fees which are payable.
12.3 The Client will not during the course of Interval’s engagement and for a period of twelve (12) months thereafter (either on its own account or for any other individual or organisation), directly or indirectly induce, entice or solicit away or try to induce, entice or solicit away from Interval any individual who is an employee, director or consultant of Interval. If the Client employs or engages any person in breach of this provision, the Client shall pay to Interval on demand the sum equivalent to fifty percent (50%) of the Salary Package of such person. The Parties agree that this is a genuine pre-estimate of loss.
12.4 If any clause is held by a court of competent jurisdiction to be illegal or unenforceable, that part will be severed from all other terms without affecting the validity or enforceability of all other provisions of these Terms and Conditions.
12.5 If a Party is prevented in the performance of its obligations under this Terms and Conditions by circumstances that are beyond the control of that Party (acting reasonably) then that Party will not be liable for what would otherwise have been a breach of its obligations under these Terms and Conditions.
12.6 No failure or delay by either Party in exercising any right or remedy available to it will constitute a waiver of that or any other right or remedy. No waiver or amendment of any clause will be effective unless confirmed in writing to the other Party and in the case of Interval, by a director of Interval.
12.7 Those clauses which, by their nature, are intended to continue to have effect following termination or expiry of these Terms and Conditions shall survive and continue to bind the Parties.
12.8 A person who is not a Party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999, or equivalent local legislation, to benefit from or enforce any term of these Terms and Conditions.
12.9 Any variation to these Terms and Conditions, including the attempted introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by an authorised signatory of Interval.

Definitions and Interpretation
In these Terms and Conditions the following words shall have the following meanings unless the context dictates otherwise.

“Additional Costs” shall for example mean any advertising campaign, additional pre-employment screening requirements or the like for a specific Placement or any other agreed supplementary charges.
“Business” means work performed by Interval in relation to permanent or Fixed Term Placements including, Interval providing CVs (solicited or unsolicited), Interval receiving instructions from the Client for a Placement, long/short listing of Candidates, Introducing a Candidate, Interval’s arrangement of or conducting interviews with Candidates or any other act either directly or indirectly relating to the sourcing or supply of a Candidate.
“Candidate” means an individual Introduced by Interval to the Client.
“Client” means you or your ultimate holding company and all of its subsidiaries. “CV” means curriculum vitae.
“Fee Schedule” means the document or written (including electronic) confirmation of the fees as agreed between the Parties.
“Fixed Term Placement” means any Candidate Introduced to the Client who is employed or engaged directly by the Client on a fixed term contract.
“Final Communication” means the latest date on which Parties communicated in respect of a Candidate.
“Introduced” means the communicating (through whatever medium) of a Candidate’s CV, a long or short list of Candidates and/or details of a Candidate by Interval to the Client or any other verbal or written communication between Interval and the Client that enables the Candidate to be identified and “Introduction” and “Introduce” shall be construed accordingly.
“Parties” means collectively Interval and the Client and each individually shall be referred to as a “Party”.
“Placement” means a position or role to which a Candidate may be or is appointed on a permanent or Fixed Term basis (including a Fixed Term Placement) with the Client.
“Placement Fees” means the fees due to Interval in relation to a specific Placement calculated in accordance with these Terms and Conditions.
"Interval" refers to the legal entity listed as a party to the contract.
“Salary Package” means the annual anticipated gross remuneration package for a Placement, which includes gross annual salary, applicable benefits for which there is a cash equivalent paid to the Candidate, profit share, commission, bonus, living allowances, company car, car allowances, travel allowances, overseas allowances and joining inducements.
“Subsidiary” shall have the meaning more particularly given in section 1159 of the Companies Act 2006, or equivalent local legislation, and the term “Subsidiaries” shall be construed accordingly.