Purchasing Terms and Conditions

A supply contract between Prohire LIMITED (“Prohire”) and
the Supplier consists of the following:

(a) one or more Purchase Orders and any schedule(s) to such Purchase Order;

(b) these Conditions; and

(c) any documents expressly incorporated into this contract or expressly
referred to in a Purchase Order.

If there is any conflict or inconsistency between any of the above, the
following shall have order of precedence:

First, these Conditions,

Second, the Purchase Order and its schedules and

Third, any documents as referenced in paragraph (c) above.

The terms of these Conditions supersede all prior drafts, agreements,
arrangements, understandings and discussions between Prohire and the
Supplier (or their advisors).

1. Definitions

1.1 In these Conditions unless the context otherwise requires:

Charges” means the charges from the Supplier as set out in
the Purchase Order.

“Conditions” these terms and conditions as amended from time to time in
accordance with clause 15.5.

Confidential Information” means the terms of these
Conditions, its Purchase Orders and information relating to the business
affairs, developments, trade secrets, know-how, personnel, customers or
suppliers of Prohire or that such information may reasonably be regarded as
the confidential information of Prohire.

Delivery Date” means the date for delivery of the Product
or Service as set out in the Purchase Order or agreed between the parties in

Intellectual Property Rights” means any patents,
trade-marks, registered designs, applications for any of the foregoing,
copyright, database rights, know-how, confidential information, trade and
business and/or domain names and any other similar protected rights (whether
registered or unregistered).

Products” means any supplies and/or equipment described in
the Purchase Order.

Product Description” means the description of the Product
set out in the applicable Purchase Order and in the product, service
description given to Prohire or published (including electronically) by the
Supplier or manufacturer at the time that the Purchase Order is placed.

Programs” means any items referred to as programs or
software in the Purchase Order (including any associated documentation which
may be supplied with them).

Purchase Order” means Prohire’s purchase order document
which states (i) the Product or Service to be provided by the Supplier; (ii)
Prohire’s purchase order number.

Services” means any services described in the Purchase

Supplier” means the person to whom the Purchase Order is
addressed; and person includes partnerships, bodies corporate, corporations,
associations, and government bodies and/or departments.

Warranty Period” means as a minimum, a twelve (12) month
warranty period after the Delivery Date, or such greater period as is
negotiated between the Supplier and Prohire, or if longer, the Supplier’s
standard warranty period applicable to the Product or Services.

1.2 References to any statute or statutory provision shall, unless the
context otherwise requires, be construed as a reference to that statute or
provision as from time to time amended, modified, extended, re-enacted,
replaced and all statutory instruments or orders made pursuant to it.

1.3 Any phrase introduced by the word “including”, “include” or any similar
expression shall be construed as illustrative and the words following any
such word shall not limit the sense of the words preceding such words.
References to the singular shall include the plural and vice versa. The
headings in these Conditions are inserted for convenience only.

2. Supplier’s Obligations and Warranties

2.1 The Supplier shall provide the Product in accordance with these
Conditions. A Purchase Order will be deemed accepted under these terms upon
receipt by the Supplier unless the Supplier otherwise notifies Prohire
within twenty-four (24) hours of receipt of such Purchase Order.

2.2 The Supplier warrants, represents and undertakes that:

(a) the Product will comply with all relevant, applicable legislation from
time to time in force, statutory

requirements and all relevant standards issued from time to time by any
applicable body, including, but not limited to any health and safety or
environmental standards. The Supplier will inform Prohire as soon as it
becomes aware of any changes in legislation or statute requirement which
affect any Product or Services ordered;

(b) the Product will meet any performance criteria and conform in all
respects with any Product Description or sample;

(c) it owns, and is able to provide good title to Prohire, or in the case of
Service or Programs is otherwise licensed to provide the Products which it
supplies pursuant to these Conditions;

(d) all Products will be new, of satisfactory quality (in the sole view of
Prohire), and fit for their intended purpose;

(e) any non-compliant Products may be rejected by Prohire and returned to
the Supplier at the Supplier’s cost when Prohire shall be entitled to claim
a full refund;

(f) all Services, execution and deliveries will be performed diligently,
with all appropriate skill and care, to at least industry standard by
appropriately trained experienced and qualified personnel and, where
applicable, will meet the agreed service and delivery levels and timings;

(g) it will ensure that the execution of the Services and deliveries of
Product conform with the description set out in the Purchase Order, and
shall allocate sufficient resources to the performance of the Services and
deliveries of the Product as are necessary to enable it to comply with its
obligations under these Conditions;

(h) it will co-operate fully with Prohire, its customers, agents and

(i) it will comply with Prohire’s standards and policies for suppliers (as
may be notified to the Supplier from time to time by Prohire).

2.3 Health and SafetyThe Supplier shall comply with all
relevant health and safety legislation and with the policy contained within
Prohire’s QMS Manual (as may be updated from time to time by Prohire). It
will ensure that Product which is potentially dangerous to health or safety,
is delivered in suitable protective packing, and that the external surface
of such packing is clearly labelled to indicate any such hazards involved in
handling and using the Product and the method of safe handling. A copy of
any information relating to the safety aspects or proper use of the Product
should be sent to Prohire under separate cover prior to delivery. The
Supplier shall be responsible for ensuring that any of its employees or
other persons fulfilling the Purchase Order who enter Prohire’s or its
customer’s premises are suitably trained and licenced in the use and
operation of the Product or delivery of the Service, are suitably clothed,
issued with appropriate protective equipment, are duly warned of hazards
which they may encounter on Prohire’s or its customer’s premises, and that
they adhere to all health and safety at work rules and regulations and any
other reasonable security or other requirements that apply at any of
Prohire’s or its customer’s premises from time to time.

2.4 Security Checks

(a) The Supplier shall comply with all security and related policies
notified to it by Prohire and shall promptly provide such information
regarding its compliance as may be required by Prohire.

(b) The Supplier shall only use employees, agents or contractors (“Personnel”)
who are authorised to work for the duration of any Purchase Order in the
country where the Product is being provided. The Supplier shall provide
information evidencing such approvals, clearances and right to work at any
time on request by Prohire.

(c) Where Prohire and/or Prohire’s customer carries out security,
immigration and/or work permit checks directly on the Personnel, the
Supplier shall obtain demonstrable consent from such Personnel permitting
release of their personal data for such purpose.

2.5 Business ContinuityThe Supplier shall ensure that it
has adequate security, business continuity and disaster recovery procedures
in place to cope with the risk of major operational disruptions that may in
any way effect the Supplier’s delivery and performance of the Purchase

3. Delivery of Product & Service

3.1 The Supplier shall, at its own expense, properly inspect equipment prior
to delivery, and shall rectify any faults or shortfalls, shall package and
secure where appropriate, and shall deliver Product on the Delivery Date to
the place specified in the Purchase Order (or such other location as may be
subsequently requested by Prohire).

3.2 The Supplier shall ensure that one copy of a delivery note stating the
Purchase Order number accompanies the Product and that a copy with the
recipient’s signature is electronically sent to Prohire as son as
practicable after delivery.

3.3 For Product delivered in instalments, the Purchase Order shall be
construed as a single contract in respect of each instalment. However, where
Prohire has a right to reject any particular instalment, it may at its
option either reject the entire Order or the instalment.

3.4 Prohire and its customer (or their representatives) may verify at source
that the Product conforms to the requirements of the Purchase Order. Such
verification shall not absolve the Supplier from any of its responsibilities
under these Conditions nor affect any right of Prohire or its customer to
reject the Product, nor shall it constitute evidence of effective quality

4. Delivery and Performance

4.1 The Product and/or the Services may not be delivered or performed
earlier or later than the Delivery Date without Prohire’s permission,
otherwise Prohire may reject them.

4.2 Time shall be of the essence of these Conditions and of each Purchase
Order in relation to delivery of the Product and/or Services.

5. Title and Risk

5.1 Title and risk in the Product shall pass to Prohire on the earlier of
delivery to, or acceptance of the Product by, Prohire, or payment for the

5.2 Where Prohire exercises its right to reject Product pursuant to Clause
4, risk and title therein shall revert to the Supplier upon Prohire
notifying the Supplier that it wishes to exercise its right to reject the

6. Licence

6.1 Where the Product or Service includes Programs and Software and/or where
and to the extent that any Intellectual Property Rights subsist in the
Product or Service, then, subject always to Clause 10.2, the Supplier hereby
grants Prohire an irrevocable, non-exclusive licence, with authority to sell
or grant sub-licences directly or indirectly to Prohire’s end-customers, to
use and/or to permit third parties to use each copy of such Programs and/or
Software, and to make such other copies as are reasonably necessary to
support such licensed use.

6.2 Where the Product and/or Service is created or modified for Prohire, the
Supplier hereby grants Prohire a licence in the terms of Clause 6.1 above
(save that such licence shall be exclusive) for the period commencing
immediately upon such creation or modification until such time as all
Intellectual Property Rights are fully and completely vested in Prohire
pursuant to Clause 10.2.

6.3 Where the Supplier grants Prohire a periodic licence where fees are
payable on a recurring basis, Prohire shall have the right to terminate the
licence in writing on not less than thirty (30) days’ notice.

7. Remedies

7.1 The Supplier undertakes that:

(a) in the case of Product, if within the Warranty Period (or a reasonable
time thereafter), Prohire notifies the Supplier that the Product is in
breach of warranty or the provisions of these Conditions then, at Prohire’s

(i) the Supplier will promptly repair or, at Prohire’s option, replace, the
Products so as to remedy the matter constituting the breach without any cost
(including any transportation costs) to Prohire; or

(ii) the Supplier will accept rejection and return of the Product by
Prohire, whether or not any of the Product has been previously accepted, and
the Supplier shall immediately upon receipt return any payments made by
Prohire in respect of the Product, and shall release it from any further
obligation to make any payment to the Supplier. For the avoidance of doubt,
risk and title in rejected Product shall immediately on rejection revert to
the Supplier; or

(iii) it shall promptly reimburse to Prohire any costs incurred by Prohire
in obtaining substitute goods from a third party and may claim damages for
any additional costs, loss or expenses incurred by Prohire which are in any
way attributable to the Supplier’s failure;

(b) in the case of Services, if within the Warranty Period (or a reasonable
time thereafter), Prohire gives notice that the Services are in breach of
warranty or the provisions of these Conditions, the Supplier shall
re-perform the Services at no cost to Prohire. Where the Supplier fails to
provide such remedy within a reasonable time, Prohire may source substitute
services from a third party and the Supplier shall reimburse to Prohire any
costs incurred by Prohire in so doing and may claim damages for any
additional costs, loss or expenses incurred by Prohire which are in any way
attributable to the Supplier’s failure; and

(c) in any case, if during the Warranty Period the Product is in breach of
warranty or otherwise in breach of these Conditions, Prohire may, at its
option, cancel the Purchase Order, at no cost or liability to Prohire,
and/or refuse to accept any further deliveries and/or performance of
Product. The Supplier shall immediately refund any charges paid in advance
by Prohire in respect of the Product.

7.2 Without prejudice to Prohire’s rights under Clauses 7.1, if during the
Warranty Period or within two (2) years of its expiry, the Products develop
any persistent defects, failures or non-conformities, the Supplier will, on
Prohire’s request, review such defects, failures or non-conformities with
Prohire and indicate steps or recommendations which in the Supplier’s
reasonable judgement would remedy the same. The Supplier shall at its own
cost remedy the defects, failures and non-conformities. Where the Supplier
fails to provide such remedy, Prohire may remedy or have remedied the
failure, defect or non-conformity at the Supplier’s cost and reject
deliveries of Product until the failures, defects and non-conformities have
been cured.

7.3 Prohire’s rights and remedies under Clause 7 are in addition to its
other rights and remedies under these Conditions or at law.

8. Product Payment Terms

8.1 The Charges for the Product shall be stated in the Purchase Order and
shall be exclusive of VAT or similar duty but inclusive of all other
charges. Unless otherwise agreed in writing, Prohire shall not be liable to
make any payments to the Supplier other than the Charges.

8.2 Subject to Clauses 8.3, 8.4 and 8.5, Prohire shall pay each undisputed
invoice properly due, issued and submitted to it by the Supplier sixty (60)
days after the date of receipt unless other payment terms are included in
the Purchase Order.

8.3 The Supplier must be in possession of an approved Purchase Order before
commencing any supply under these Conditions. The Supplier shall ensure that
Prohire’s order number is referenced on any invoice sent to Prohire and
acknowledges that without such an approved order number, any invoice will be

8.4 All invoices must be submitted within three (3) months of delivery or
performance of the Product and/or Services. Unless previously agreed in
writing by Prohire, invoices submitted more than three (3) months after the
period to which they refer will be rejected and shall not be considered for

8.5 All invoices must be sent to:


Accounts Payable Department

React House

Spedding Road

Fenton Industrial Estate

Stoke on Trent


8.6 Where all or part of an invoice is disputed:

(a) the Supplier shall issue Prohire with a credit note as soon as
reasonably practicable and shall reissue an invoice in respect of the
undisputed amount, which will be paid in accordance with Clause 8.2; and

(b) upon resolution of the dispute, the Supplier may issue an invoice in
respect of the amount that it has been resolved that Prohire should pay,
which Prohire shall pay on the later of thirty (30) days of receipt of the
new invoice or the date on which the payment would otherwise have fallen due
under Clause 8.2.

8.7 Prohire may set off against sums due to the Supplier, any sums due to it
from the Supplier (without prejudice to any other rights or remedies it may

9. Taxes, Import and Export

9.1 The Supplier:

(a) is responsible for all taxes and duties that are due in respect of the
Product, and for obtaining at its expense any import or export licence or
government consents necessary in relation to the Product, including those
required under any export regulations; and

(b) shall inform Prohire immediately if any Product is subject to import and
export control restrictions;

and shall indemnify Prohire against any and all claims, losses, liabilities,
damages, costs (including legal costs) and expenses incurred by, or awarded
against Prohire as a result of the Supplier’s breach of this clause.

10. Indemnities

10.1 The Supplier shall indemnify and hold harmless Prohire, its affiliates
and its customers against any and all claims, liabilities, direct, indirect
or consequential losses (including loss of profits, loss of business,
depletion of goodwill and similar losses whether of a direct, indirect or
consequential nature), costs and expenses (including legal costs) howsoever
arising which Prohire, its affiliates or its customers may incur or suffer
as a result of:

(a) a claim by a third party arising from any infringement, actual or
alleged, whether or not under English law, of any Intellectual Property
Rights resulting from the possession, use, licensing, sale or other use of
the Product and/or Services; or

(b) any claim made against Prohire by a third party for death, personal
injury or damage to property arising out of, or in connection with, defects
in Products or Services, to the extent that such defects ds are attributable
to the acts or omissions of the Supplier, its employees, agents or
subcontractors; or

(c) any claim made against Prohire by a third party arising out of or in
connection with the supply of the Products or Services, to the extent that
such claim arises out of the breach, negligent performance or failure or
delay in performance by the Supplier, its employees, agents or

10.2 Where the Supplier generates any Intellectual Property Rights in
performing Services, or creating or customising Products to Prohire’s
specification (including without limitation by the creation or customisation
of a Products, Program or marketing, technical or training material or the
internal or external design of an article), all such Intellectual Property
Rights shall, upon their creation, vest in Prohire exclusively and in
consideration of the Charges the Supplier hereby, by way of future
assignment, with full title guarantee, assigns all such rights to Prohire.

11. Dispute Resolution

11.1 Any question, difference or dispute which may arise out of or in
connection with these Conditions shall in the first instance be referred to
the representatives of Prohire and the Supplier nominated for discussion and

If the matter is not resolved within fourteen (14) days of such referral,
the escalation will continue through one more levels of management for a
further fourteen (14) days. If the unresolved matter is having a serious
effect on the delivery or performance of the relevant Product or Services,
the parties will use best endeavours to minimise the escalation time.
Neither party may initiate any legal action until the process has been
completed, unless such party has reasonable cause to

do so to avoid damage to its business or to protect or preserve any right of
action it may have, including without limitation to seek injunctive relief
in respect of any breach of its rights.

11.2 If the dispute is not resolved by escalation in accordance with Clause
11.1 above, the parties may seek to resolve disputes between them by an
alternative dispute resolution technique.

12. Termination

12.1 If the Supplier:

(a) being a company, has a petition presented for its liquidation or calls a
meeting to propose a resolution for its liquidation or has a petition
presented for the appointment of an administrator or has a receiver or
administrative receiver appointed over it or any of its assets or makes any
voluntary arrangement with its creditors; or

(b) being an individual (or if a firm or partnership, any of its partners or
members), has a petition presented for his/their bankruptcy, or has a
receiver appointed over his/their affairs, or makes any voluntary
arrangement with his creditors or (in the case of a firm or partnership)
proposes or has presented against it a petition for its dissolution;

Prohire may terminate any Purchase Order with immediate effect.

12.2 Prohire reserves the right to cancel any Purchase Order for any reason
and without cost or liability (save for any Product already delivered or
performed) by giving the Supplier at least thirty (30) day’s notice prior to
the agreed time for delivery or performance.

12.3 Upon termination of a Purchase Order for whatever reason, the Supplier

(a) reimburse any sums paid in advance by Prohire for Product or Services
ordered but not yet received as at the date of termination;

(b) return any Confidential Information to Prohire;

(c) give Prohire all reasonable assistance necessary to facilitate the
orderly transfer of the Product and/or Services to an alternative supplier
or service provider.

12.4 The exercise of rights of termination by Prohire shall be without
prejudice to any other rights or remedies available to it under these

12.5 Termination of a Purchase Order, however arising, shall not affect any
of the parties’ rights and remedies which have accrued as at termination.

12.6 Clauses which expressly or by implication survive termination of the
Contract shall continue in full force and effect.

13. Confidentiality

13.1 The Supplier undertakes that it will take all necessary precautions to
ensure that all Confidential Information is treated as confidential and that
it (and any person employed or engaged by it) uses Confidential Information
only for the purposes of performance of the relevant Purchase Order and
shall not disclose any such Confidential Information to any third party
without the prior written consent of Prohire.

13.2 The Supplier may disclose Confidential Information pursuant to a duty
imposed by law or the requirements of a regulatory authority but only to the
extent so required.

13.3 Confidential Information shall not include, and the obligations
contained in this Clause 13 shall not apply, in respect of information which

(a) in the public domain at the time of disclosure;

(b) independently developed by the Supplier or its employees or agents.

13.4 Without prejudice to the generality of Clauses 13.3 (a) – (b) above,
information shall not be deemed to be in the public domain by reason only
that it is known to only a few of those people to whom it might be of
commercial interest, and a combination of one or more items of Confidential
Information with information in the public domain shall not cause such
Confidential Information to be deemed to be in the public domain.

13.5 The Supplier undertakes to take all such steps as shall from time to
time be necessary to ensure compliance with the provisions of Clauses 13.1
and 13.2 by its employees, agents, consultants and sub-contractors. For the
avoidance of doubt, the Supplier acknowledges that Prohire may require, and
the Supplier shall procure, undertakings as to confidentiality directly from
its employees which are no more onerous than the terms contained in this
Clause 13.

13.6 Neither the Supplier nor any person engaged by it (whether as an
employee, servant, agent or sub-contractor) shall use the Confidential
Information to compete with Prohire.

14. Liability

14.1 The Supplier’s liability to Prohire for any loss, damage, costs, claims
or expenses suffered by Prohire under or in connection with these
Conditions, whether arising from a breach of contract, negligence or
howsoever, shall be as follows:

(a) in the case of breach of Clause 10 (Indemnities) and Clause 13
(Confidentiality) or liability arising from death or injury to persons as a
result of any act or omission of the Supplier, or of any fraud on the part
of the Supplier or of the acts, omissions or frauds of others for whom the
Supplier is at law responsible, there shall be no limit; and

(b) in respect of any other liability the Supplier’s aggregate liability
shall be three (3) times the Charges paid or payable to it by Prohire in the
previous 12 month period, or £1,000,000, whichever is greater.

14.2 Notwithstanding any other provision of this Clause 14, for the purposes
of these Conditions, losses for which the Supplier assumes responsibility
and which shall be recoverable by Prohire, shall include, but shall not be
limited to, the following:

(a) monies paid by Prohire to the Supplier;

(b) the costs and expenses incurred by Prohire in procuring and implementing
alternative or replacement equipment and/or services including consultancy
costs, the additional costs of management time and other personnel costs and
other equipment and materials;

(c) the costs and expenses incurred by Prohire in contemplation of and
pursuant to these Conditions to the extent that such costs and expenses are
wasted if alternative or replacement services are procured;

(d) the costs and expenses of reconstituting or reloading lost or corrupted
data; or

(e) losses incurred by Prohire arising out of or in connection with any
claim, demand, fine, penalty, action, investigation or proceeding by any
third party against Prohire caused by the act or omission of the Supplier,
any sub-contractor of the Supplier, or any Supplier personnel.

14.3 Where the Supplier sends its employees to Prohire’s and/or Prohire’s
customer’s premises in connection with any Purchase Order then,
notwithstanding any technical supervision exercised by Prohire or any
instructions issued by Prohire, such employees shall remain the
responsibility of the Supplier. It is an express condition of these
Conditions and each Purchase Order that the Supplier effects, and maintains
in force for the benefit of the Supplier and Prohire, employer’s liability
insurance in respect of such employees. Further the Supplier shall effect,
and maintain for the duration of

any Purchase Order, such other insurance as is appropriate in the
circumstances, taking into account industry practice, the availability of
insurance in the market place and the risks and liabilities which it is
accepting under these Conditions. The Supplier shall provide Prohire with
reasonable evidence of its compliance with this obligation when requested by
Prohire to do so.

14.4 The Supplier shall indemnify and hold harmless Prohire against any loss
of or damage to Prohire, and/or to Prohire’s customers, caused by the
Product and/or the Services, or by the act or default of the Supplier or any
of its employees, agents or sub-contractors. All risk of loss or theft of or
damage to any property of the Supplier (or of the Supplier’s personnel)
while at Prohire’s premises and/or Prohire’s customer’s premises for any
reason whatsoever shall be, and shall remain, the sole risk and
responsibility of the Supplier.

15. General Conditions

15.1 Force MajeureNeither party will be liable for delay in
or for failure to perform its obligations if that delay or failure is caused
by circumstances beyond the reasonable control of the party affected
including, but not to an act of God, governmental act, war, fire, flood,
explosion or civil commotion (a “Force Majeure Event”) provided that:

(a) a claim for relief by the Supplier shall not be valid to the extent that
a prudent supplier of Product and/or Services similar to the Product and/or
Services could have foreseen and/or prevented or avoided the Force Majeure

(b) the affected party’s obligation to perform the relevant obligations
under these Conditions shall (during the continuation of the Force Majeure
Event) be read and construed as an obligation to perform such obligations to
the best level reasonably achievable in the circumstances;

(c) an inability to obtain sub-contracted Services or Product shall not
constitute a Force Majeure Event except where no substitute is available;

(d) industrial action, strikes and lock-outs by employees of the Supplier
shall not constitute a Force Majeure Event unless affecting the relevant
industry on a national basis; and

(e) if the Supplier is prevented from performing its obligations under a
Purchase Order by a Force Majeure Event which continues for more than seven
(7) days, Prohire may at its option terminate any affected Purchase Order
without liability to the Supplier forthwith by giving notice.

15.2 AssignmentThe Supplier may not assign, transfer or
sub-contract any of its rights or obligations under these Conditions in
whole or in part without the prior written consent of Prohire. Any purported
assignment or transfer in contravention of this Clause shall be null and
void. All acts and omissions by any assignee or transferee of the Supplier
are deemed to be those of the Supplier. Delegation, whether authorised or
not, shall not relieve the Supplier of any of its liability or obligations
under these Conditions or the relevant Purchase Order.

15.3 NoticesAll notices hereunder shall be in writing
addressed to the relevant party at its respective address set forth in the
Purchase Order, or such other address as may be notified from time to time
by either party to the other.

15.4 WaiverNo terms or conditions hereof shall be deemed
waived and no breach or default excused unless such waiver or excuse shall
be in writing and signed by the party issuing the same.

15.5 VariationsNo variation of these Conditions, or of any
of the documents referred to in it, shall be valid unless it is in writing
and signed by or on behalf of both parties.

15.6 Non-solicitationFor a period of six (6) months after
the end of the provision of the Product or Services, the Supplier shall not
solicit the employment or services of any Prohire personnel.

15.7 SeveranceIf any provision of these Conditions is found
by a court of competent jurisdiction to be invalid or unenforceable, such
invalidity or unenforceability shall not affect the other provisions of
these Conditions, which shall remain in full force and effect.

15.8 SurvivalThe following clauses shall survive
termination of these Conditions: Clauses 10 (Indemnities), 13
(Confidentiality), 14 (Liability), 15.12 (Governing Law and Jurisdiction).

15.9 Right to Audit: For a period of two (2) years after
the supply of Services or Product, Prohire (or its third party appointee)
reserves the right after giving reasonable prior written notice (such notice
to include timescales and location) to the Supplier to undertake a review
and audit of any records, operational controls and processes relating
thereto. The Supplier shall cooperate fully and shall provide any
information or other facility reasonably required by Prohire for the purpose
of undertaking such review or audit. Where following such audit Prohire
establishes reasonable grounds that the Supplier has received Charges and/or
other payments from Prohire in excess of the payments to which it is
entitled under these Conditions, the Supplier shall (without prejudice to
Prohire’s rights arising under these Conditions or generally) forthwith pay
to Prohire the full amount of such excess receipts plus Prohire’s costs of
carrying out the audit.

15.10 Relationship of PartiesNothing in these Conditions
shall create a partnership or a fiduciary relationship or the relationship
of employment between Prohire and the Supplier. The Supplier shall not make
any direct or indirect approach to Prohire’s customers to provide services
or products the same as or similar to Prohire’s without Prohire’s prior
written consent.

15.11 Cumulative RemediesThe rights and remedies of the
parties under these Conditions are cumulative and without prejudice and in
addition to any rights or remedies at law or in equity.

15.12 Governing Law and JurisdictionThe construction,
validity and performance of these Conditions and all non-contractual
obligations arising from or connected with these Conditions shall be
governed by English law and, without prejudice to Clause 11 (Dispute
Resolution), the parties submit to the exclusive jurisdiction of the English