Terms of Business for the Introduction of Candidates for Permanent Employment or Direct Engagement

Find a New Job Limited (and its successors), a company incorporated in England and Wales under company number 09948719

 

1.     DEFINITIONS AND INTERPRETATION

  • Unless the context otherwise requires, references to the singular include the plural, and references to the masculine include the feminine and vice versa.
  • The headings in these Terms do not affect its interpretation. Save where the context otherwise requires, references to conditions, sub-clauses, clauses and schedules are to conditions, sub-clauses, clauses and schedules of this Agreement.

In these Terms the following definitions shall apply:

  • Candidate” means the individual Introduced by the Employment Agency to the Client for an Engagement including, but not limited to, any officer, employee or other representative of the Candidate if the Candidate is a limited company, and members of the Employment Agency’s own staff;
  • Client” means the person, firm or corporate body together with any subsidiary or associated company (as defined by s. 1159 of the Companies Act 2006) to whom a Candidate is introduced or supplied by the Employment Agency;
  • “Engagement” means the engagement, employment or use of the Candidate by the Client or by any Third Party to whom the Client Introduces the Candidate (with or without the Employment Agency’s consent) on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or through any other engagement or agreement directly or indirectly and “Engages” and “Engaged” shall be construed accordingly;
  • “Introduction” means a) the passing or disclosure of a curriculum vitae or any other information or details about the Candidate; or b) the interview of the Candidate either in person, by telephone, or by other means, whichever is the earlier and “Introduced” and “Introduces” shall be construed accordingly.
  • Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended), and the Gangmasters (Licensing Conditions) Rules 2009.
  • Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, any allowances, inducement payments, the benefit of a company car and all other payments or emoluments payable to or receivable by the Candidate for services rendered to the Client or any Third Party. Where a company car is provided, a notional amount of £5000 will be added to the salary in order to calculate the Employment Agency’s fee;
  • Terms” means these Terms of Business;
  • Third Party” means any company or person who is not the Client. For the avoidance of doubt subsidiaries of the Client (as defined by s. 1159 of the Companies Act 2006) are included in this definition.
  1. THE CONTRACT
    • These Terms and any attachments shall form the entire agreement between the Client and the Employment Agency and shall supersede any previous agreement between the parties relating to the subject matter herein.
    • These Terms are deemed to be accepted by the Client by virtue of an Introduction to or Engagement by the Client of a Candidate; or the passing of any information about the Candidate by the Client to any Third Party; or the Client’s request to interview or interview of a Candidate.
    • These Terms shall apply to any Engagement of the Candidate irrespective of whether such Engagement is the same as the work for which the Candidate was Introduced.
    • No variation to these Terms shall be valid unless it is in writing and signed by both parties.
    • To the extent that any terms or conditions introduced by the Client purport to cancel these Terms or any part of them they shall be ineffective and these Terms shall prevail.
    • Unless the context otherwise requires references to the Employment Agency and the Client include their permitted successors and assigns.
  2. EMPLOYMENT AGENCY OBLIGATIONS
    • The Employment Agency shall use reasonable skill and care in providing suitable Candidates to the Client during the term of this Agreement.
    • The Employment Agency shall use reasonable endeavours to ensure that it provides the Client with accurate information regarding Candidates.
  3. CLIENT OBLIGATIONS
    • To enable the Employment Agency to satisfy its obligations under the Regulations the Client shall provide the Employment Agency with the following information regarding each role it seeks to fill:
      • The date on which the Client requires a Candidate to commence work, and the duration or likely duration of the work;
      • The role for which the Client seeks a Candidate, including the type of work the Candidate would be required to do, the location and working hours, any issues relating to health and safety, and details of any steps taken by the Client to control or prevent such risk;
      • The experience, training, qualifications and any authorisations which the Client considers are necessary or are required by law or any professional body for a Candidate to possess in order to work in the relevant position;
      • The remuneration, any expenses, and/or any other benefits which the Candidate would be paid, and the intervals at which such remuneration or other benefits would be paid; and the length of notice which the Candidate would be required to give and entitled to receive to terminate the engagement.
    • The Client shall inform the Employment Agency of any information that may affect a Candidate’s decision to accept a position, immediately upon the Client becoming aware of such information.
    • The Client confirms that it has all appropriate licences, certificates, and/or other authorities necessary and required by law to undertake the work for which the Candidate is required. It is the Client’s responsibility to immediately inform the Employment Agency should any licence, certificate and/or other authority required lapse or be rescinded.
    • It is the Client’s sole responsibility to satisfy itself of the Candidate’s suitability for the work required to be undertaken.
    • The Client is responsible for ensuring that the Candidate has the legal right to work in the country in which the work will be undertaken, which will include any necessary work permits or other permissions as may be required by law, and for the arrangement of medical examinations and/or investigations into the medical history of any Candidate, and satisfying other requirements, qualifications or permissions required for the Candidate to work in the position.
    • The Client shall notify the Employment Agency within 1 working day if it has previously received details of a Candidate which are subsequently provided by the Employment Agency for the same role. Where no such notification is provided by the Client to the Employment Agency, in the event of an Engagement the Client agrees that the fee set out in Clause 5 will be payable in full and in line with the Client’s obligations under these Terms.
  4. FEES
    • The Client agrees to:
      • notify the Employment Agency immediately of any offer of an Engagement which it makes to the Candidate;
      • notify the Employment Agency immediately of the acceptance by the Candidate of an offer of an Engagement and provide details of the Remuneration to the Employment Agency; and
      • pay the Employment Agency’s fee as calculated in accordance with this Clause 5, and within the period specified under Clause 6.2.
    • Where the Client (or a third party to whom details of the Candidate have been disclosed by the Client) Engages a Candidate within 6 months of the Introduction of the Candidate to the Client by the Employment Agency, the Client shall pay a fee to the Employment Agency as calculated in Clause 5.3.
    • The fee shall be calculated as a percentage of the Candidate’s Remuneration in the first 12 months of the Engagement as shown below:
Remuneration Percentage Fee Payable
£15000 – £17999 10%
£18000 – £24999 12%
£25000 – £29999 15%
£30000 – Above 18%
  • The Employment Agency will charge VAT on all fees where applicable.
  • Where the Client fails to notify the Employment Agency of the Remuneration applicable to the Engagement, the Employment Agency shall calculate the Fee in accordance with Clause 5.3 based on the maximum proposed remuneration for the applicable vacancy as notified by the Client, or if no remuneration was notified the Employment Agency shall use the comparable current market rate.
  • If the Engagement shall be for a fixed term of less than 12 months, then the fee calculated in accordance with Clause 5.3 shall apply pro-rata. Where the Client extends the Engagement after the initial term or where the Client re-Engages the Candidate within 6  months from the date of termination of the initial Engagement, the Client shall pay a further fee based on the Remuneration applicable for the extended Engagement or re-Engagement, and any subsequent Engagements until the Candidate has been Engaged by the Client for a total of 12 months, after which no further fees will be due.
  1. PAYMENT
    • The Employment Agency shall render an invoice to the Client on or after commencement of the Engagement.
    • The Client agrees to pay all invoices within 7 days of the date of the invoice.
    • The Client will be deemed to have accepted an invoice in full if it fails to notify the Employment Agency to the contrary within 7 days from date of receipt. In the event that the Client reasonably disputes an invoice, or any element of an invoice, then the Client agrees to pay the undisputed element of such invoice on or before the due date for payment, in accordance with Clause 6.2 above, co-operate fully with the Employment Agency to reach agreement in relation to the disputed element as quickly as possible, and once resolved pay such outstanding amount within 7 working days of such agreement.
    • In the event of delayed or overdue payment, save in circumstances where the relevant invoice is the subject of a bona fide dispute as described in Clause 6.3, the Employment Agency reserves the right to charge the Client interest at 10% above the base rate from time to time from the due date until date of payment.
  2. REBATES
    • Subject to the Client having fulfilled its obligations under Clauses 5.1 and 6.2, should the Candidate’s Engagement be terminated by either the Client or the Candidate subject to Clause 7.2 the Client will be due a rebate of the fee in accordance with the timescales and percentage rebate shown below.
Length of Engagement Rebated Fee Percentage
1 – 2 Weeks 90%
3 – 4 Weeks 50%
5 – 8 Weeks 25%
9 – 10 Weeks 10%
  • The termination will not qualify for a rebate of the fee where the Client terminates the Engagement due to redundancy or reorganisation of the Client’s business; or where the Candidate terminates the Engagement because the role, in their reasonable opinion was substantially different to the one for which the Candidate had been Engaged.
  • To qualify for a rebate to be paid the Client must inform the Employment Agency in writing within 7 days of the Engagement ending, of the termination of the Engagement.
  • Where the Client subsequently re-engages the Candidate, howsoever engaged, either directly or indirectly, then the Client shall repay any rebate within 7 days of the re-engagement.
  1. TERMINATION
    • Either party may terminate these Terms forthwith if there is a material or persistent breach by the other party of any term of this Agreement which is not remediable, or if it is remediable has not been remedied within fourteen (7) days of the service of written notice to the defaulting party specifying the breach and requiring it to be remedied.
    • Either party may terminate these Terms forthwith in the event that either party goes into liquidation, becomes bankrupt or enters into an arrangement with creditors or has a receiver or administrator appointed.
  2. INDEMNITY AND LIABILITY
    • Neither party’s liability is excluded or limited by these Terms for a) death or personal injury caused by its negligence or the negligence of its employees or agents; or b) anything which cannot be excluded or limited at law.
    • Subject to Clause 9.1 the Employment Agency shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the Employment Agency seeking a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of the Employment Agency to introduce any Candidate.
    • Subject to Clause 9.1, the Client shall indemnify and keep indemnified on a continuing basis the Employment Agency against any actions, costs (including but not limited to legal costs), expenses, damages, claims and all other liabilities incurred either directly or indirectly by the Employment Agency howsoever arising out of or in connection with these Terms, including but not limited to a) any breach of these Terms by the Client, its employees, or agents; b) any breach of any statutory provisions by the Client, its employees, agents, or any Third Party; and c) any unauthorised disclosure of any information or details about the Candidate by the Client, its employees, agents, or any Third Party.
  3. CONFIDENTIALITY & DATA PROTECTION
    • All information regarding a Candidate is confidential and subject to the Data Protection Act 1988 (“Act”). The Client undertakes to comply with the Data Protection Act 1988 in relation to the handling and processing of any information relating to the Candidate and shall not use such information for any purpose other than that for which it was provided and shall not divulge any such information to any Third Party.
    • These Terms and all details contained within shall remain confidential and the Client shall not divulge them to any Third Party save for its professional advisers and as may be required by law.
  4. GENERAL
    • For the purposes of the Regulations the Employment Agency is acting as an Employment Agency. In the event that a temporary Engagement follows the Introduction of the Candidate to the Client, the Employment Agency will be acting as an Employment Business.  the Employment Agency shall act as a gangmaster (as defined in Section 4 of the Gangmasters (Licensing) Act) when introducing the Candidate to the Client into a role to which this Act applies.
    • Neither party’s rights under these Terms shall be prejudiced or restricted by any concession, delay or forbearance it extends to the other and no waiver by either party in respect of any breach by the other shall operate as a waiver in respect of any subsequent breach. Rights and remedies provided under these Terms are cumulative and not exclusive of any rights or remedies provided by law.
    • No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.
    • If at any time any clause in these Terms becomes illegal, invalid or unenforceable in any respect for any reason that shall not affect or impair the legality, validity or enforceability of any other clauses in these Terms.
  5. NOTICES

Any notice to be given hereunder shall be in writing.  Notices may be given by either party by personal delivery, post, email or by fax addressed to the other party at its registered office for the time being and any such notice given by letter email, or fax shall be deemed to have been served at the time at which the letter was delivered personally or transmitted or if sent by post would be delivered in the ordinary course of post.

  1. LAW

This Agreement is governed by and shall be construed in accordance with the law of England & Wales/Scotland/Northern Ireland and the parties hereto submit to the exclusive jurisdiction of the Courts of England & Wales/Scotland/Northern Ireland in respect of any dispute arising from these Terms or its subject matter.

 

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