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Parties |
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Company: |
TR2 RECRUITMENT LTD (the “Company”) |
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Company Number: |
13396510 |
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Registered Office: |
Lander House, May Court, Truro Business Park, TR4 9LD |
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Services: |
Permanent Recruitment Services |
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Fee (exclusive of VAT): |
20% of Remuneration |
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Invoice Frequency: |
To be sent upon Candidate’s start date of Engagement |
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Payment Terms: |
thirty (30) days |
Background: The Company agrees to provide, and the Client agrees to engage the services of the Company acting as an employment agency as defined by section 13(2) of the Employment Agencies Act 1973 (as amended), on the terms and conditions set out in these Terms of Business, to Introduce Candidates to the Client.
1 Acceptance of terms and conditions
1.1 The Client will be deemed to have accepted and agreed to these Terms and Conditions (which will prevail over any other terms and conditions put forward by the Client), when any of the following events occurs:
1.1.1 the Client signs this Agreement; or
2.1 In these Terms and Conditions:
Agreement: means the Agreement containing these Terms and Conditions;
Candidate: means a person Introduced by the Company to the Client to be considered for an Engagement;
Client: means any person, firm or company who approaches the Company with a view to Engaging or otherwise employing a Candidate, or any person, firm or company to whom a Candidate is Introduced by the Company;
Conduct Regulations: means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;
Data Protection Legislation: means all applicable laws and regulations, as amended or updated from time to time, in the United Kingdom relating to data protection, privacy and electronic communications including without limitation, (a) the Data Protection Act 2018; and (b) the UK General Data Protection Regulation (“UK GDPR”);
Engage(s) (or Engagement or Engaged): means the employment, hire or other use, directly or indirectly and whether under a contract of service or contract for services or otherwise, and/or whether on a permanent, temporary or other basis, of a Candidate by or on behalf of the Client, and ‘re-engages’ is to be interpreted accordingly;
Fee: means the Fee set out in the cover sheet and calculated in accordance with clause 4;
Introduce (or Introduction): means the provision to the Client of a curriculum vitae or any other details, whether written or oral, of a Candidate, whether or not the Client had knowledge of that Candidate before the Introduction and including the last date of contact with the Client;
Personal Data: means any information relating to a Candidate who can be identified, directly or indirectly, in particular by reference to:
(a) an identifier such as a name, an identification number, location data or an online identifier, or
(b) one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual;
Remuneration: means base salary, signing bonus, on target earnings (OTE), any financial package and any other benefit, bonus or allowance including any nominal fee for a car allowance which shall be calculated at £6,000;
Services: means conducting searches for Candidates for vacancies that the Client has notified to the Company and Introduction of them to the Client by the Company.
3 Services
3.1 The Company will provide the Services to the Client in consideration for the Client's paying the applicable Fee to the Company, subject to the terms and conditions of this Agreement.
3.2 The Company will use reasonable endeavours to Introduce to the Client a Candidate suitable to carry out work of such nature as the Client notifies the Company. The Company does not represent, warrant or undertake to find a suitable or any Candidate for each vacancy notified to it by the Client.
3.3 The Company will ensure that a Candidate has given explicit consent for their details to be submitted for any applicable vacancy.
3.4 If more than one employment agency submits details of the same Candidate to the Client, the Client must inform the Company within forty-eight (48) hours of their submission. The employment agency who can provide evidence of lawfully obtaining the Candidate’s details first and submitted the details following discussions of the applicable position along with the explicit consent from the Candidate, will be deemed to have Introduced the Candidate to the Client. No subsequent submission of the same Candidate's details will be deemed as a valid Introduction, and, if the Client Engages that Candidate in any capacity, no fees or charges of any kind will be payable to any employment agency other than the first to lawfully obtain and submit the Candidate’s details.
3.5 For the avoidance of doubt, if the Client has had contact with a Candidate through any social media platforms or other means, this does not constitute an introduction by the Client and would not disregard a valid Introduction by the Company.
3.6 By requesting the Company to Introduce Candidates for a vacancy, the Client authorises the Company to advertise such a vacancy. The Client agrees that the Company shall utilise any vacancy content for marketing purposes. This may include posting on social media, creating case studies, gathering testimonials and the use of Client logos.
4.1 The Client will pay a Fee to the Company in respect of each Candidate Engaged by the Client. The Fee will be calculated as set out in the Cover Sheet.
4.2 The Client shall pay the Fee to the Company within the payment terms specified on the Cover Sheet. If there are no payment terms detailed on the Cover Sheet, the default payment terms will be thirty (30) days from the date of the invoice issued by the Company.
4.3 The Client agrees to provide the Company with details of the Remuneration as soon as an Engagement occurs. If the Company fails to provide these details within seven (7) days of an Engagement, the Client shall pay an increased fee of 30% of the Candidates Remuneration.
4.4 The Fee charged for the Introduction of any Candidate for an Engagement is applicable for one (1) Engagement only. For each additional Candidate Introduced by the Company and Engaged by the Client, a further Fee will be payable.
4.5 The Client will inform the Company if it increases the hours worked by the Candidate within the first twelve (12) months. The Company will regard the increased hours as those on which to base the calculation of the Fee and will submit a further invoice for the additional fee payable by the Client. For the avoidance of doubt, rebates shall only apply to the initial hours worked and not on any increased hours.
4.6 In the event that the Candidate is Engaged on a fixed-term contract of eleven (11) months or less, the Fee payable will be 100% of what it would have been if the Candidate had been Engaged for twelve (12) months and remunerated accordingly.
4.7 Part-time positions will attract a % of the Remuneration. The sum shall be pro-rated according to the below example plus VAT and a base fee of £1,000 plus VAT.
A Candidate is hired into a 0.5 role, with a salary of £25,000 per annum.
£25,000 x 20% = £5,000
£5,000 x 0.5 = £2,500
£2,500+ £1,000 = of £3,500+VAT
4.8 Any charges for advertising, and all other charges, must be agreed separately in writing before the advertisement is placed and will be payable irrespective of whether a Candidate is Engaged.
4.9 If, following a Candidate’s unsuccessful application to the Client via the Company either:
4.9.1 the Client, without notifying the Company, Engages that Candidate in any capacity within twelve (12) months of the Company's having Introduced a Candidate to the Client, or
4.9.2 the Client or the Client's employee, agent or subcontractor refers or Introduces that Candidate to a third party, and that third party Engages the Candidate in any capacity within twelve (12) months of the Company's having Introduced a Candidate to the Client, then the Client will be liable for a Fee as set out in the Cover Sheet.
4.10 All amounts stated are exclusive of VAT and any other applicable taxes, which will, if applicable, be charged in addition at the rate in force at the time the Client is required to make payment.
4.11 If the Client does not make a payment by the date stated in an invoice or as otherwise provided for in these Terms and Conditions, then the Company will be entitled:
4.11.1 to charge interest on the outstanding amount at the rate of 8% a year above the base lending rate of The Bank of England, accruing daily;
4.11.2 revoke any discounts offered under this Agreement or otherwise by the Company to the Client;
4.11.3 to require the Client to pay, in advance, for any Services (or any part of the Services) which have not yet been performed; and
4.11.4 not to perform any further Services (or any part of the Services).
4.12 Where the Candidate terminates within ten (10) weeks of the Engagement, the Client may be entitled to a rebate in the event of a Candidate terminating or the Client lawfully terminating an Engagement within the rebate period outlined in clause 4.13, and provided that:
4.12.1 all moneys due hereunder have been paid by the Client in accordance with this clause 4;
4.12.2 such termination is not as a result of redundancy, pregnancy, injury, death or ill-health or by reason of discrimination against the Candidate;
4.12.3 such termination has not arisen where the Client has entered into the Engagement with the prior or likely intention of disposing with the Candidate’s services or terminating employment either without proper cause or with a view to obtaining a refund unfairly;
4.12.4 the Client is not or has not been in material breach of any clause of this Agreement;
4.12.5 the Client serves notice on the Company in writing advising of the termination of the Engagement within one (1) week of the termination event occurring; and
4.12.6 neither the Client nor any person connected to or associated with the Client shall commence Engagement of the Candidate within six (6) months from the date of the termination of the Engagement.
4.13 The Company shall not issue refunds in the event of the Candidate having an Engagement Terminated, or choosing to leave the Engagement, should such event occur after ten (10) weeks of a permanent Engagement.
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% Refunded of Fee |
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0-1 |
100% |
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1-2 |
90% |
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2-3 |
80% |
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3-4 |
70% |
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4-5 |
60% |
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5-6 |
50% |
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6-7 |
40% |
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7-8 |
30% |
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8-9 |
20% |
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9-10 |
10% |
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10+ |
0% |
4.14 Rebates shall apply only once and shall be cancelled where the Client subsequently re-engages the Candidate in any capacity.
5 Client’s obligations and acknowledgments
5.1 The Client acknowledges and agrees that:
5.1.1 by requesting the Company to carry out an act on its behalf, the Client authorises the Company to act on the Client's behalf for that purpose; and
5.1.2 by requesting the Company to Introduce Candidates for a position, the Client authorises the Company to advertise that position, subject to the provisions of clause 3.5.
5.2 When requesting the Company to Introduce Candidates for a vacancy, the Client will provide to the Company the following information:
5.2.1 the nature of the vacancy, including the type of work involved, its location, the hours of work, the commencement date and the likely duration;
5.2.2 any risks to health and safety known to the Client and the steps taken by the Client to prevent or control such risks;
5.2.3 the experience, training, qualifications and any authorisations which are required by the Client, including any qualifications or authorisations required by law or any applicable professional body;
5.3 Where the Client is a Regulated Activity Provider with ultimate responsibility for the management and control of the Regulated Activity and for the purposes of the Safeguarding Vulnerable Groups Act 2006, the Client shall:
5.3.1 ensure that all Candidates engaged in Regulated Activity are subject to a valid enhanced disclosure check for Regulated Activity undertaken through the Disclosure and Barring Service; and
5.3.2 not employ or use the services of any person who is barred from, or whose previous conduct or records indicate that he or she would not be suitable to carry out Regulated Activity;
5.3.3 warrants that at all times it has no reason to believe that any person who is or will be employed or engaged is barred from the activity in accordance with the provisions of the Safeguarding Vulnerable Groups Act 2006 and any regulations made thereunder, as amended from time to time.
5.4 The Client will also provide all commercial details required by the Company in order to provide a Candidate with the vacancy details and/or to calculate the Fee.
5.5 The Client will satisfy itself as to the suitability of any Candidate for the vacancy for which the Candidate has been Introduced. Without prejudice to the generality of the above, the Client acknowledges and agrees that it is the Client's responsibility to:
5.5.1 take up and verify references relating to the Candidate’s qualifications, skills, character and experience;
5.5.2 check the validity of the Candidate’s qualifications;
5.5.3 obtain any certificate of sponsorship or permit needed to enable the Candidate to work in the United Kingdom; and
5.5.4 ensure that the Candidate satisfies any medical requirements or other qualifications that may be appropriate or required by law.
5.6 The Client will notify the Company immediately on the occurrence of the first of the following events:
5.6.1 a Candidate accepts an offer of employment from the Client; or
5.6.2 the commencement of an Engagement by a Candidate.
5.7 By agreeing to Engage or make use of a Candidate in any way, the Client will be liable for the Fee.
5.8 If the Client effectively Introduces any Candidate to any third party, whether directly or indirectly, and that Introduction results in an Engagement of the Candidate by that third party, the Client will:
5.8.1 immediately notify the Engagement to the Company; and
5.8.2 pay to the Company a Fee in accordance with clause 4, unless the Engagement occurs more than six (6) months after the Introduction of the Candidate to the Client by the Company, or the date of the Candidate’s last interview with the Client, whichever is the later.
6.1 All Introductions are confidential. All work undertaken by the Company for the Client in respect of the Introduction of a Candidate to the Client will be for the private and confidential use of the Client only and should not be reproduced in whole or in part or relied upon by third parties for any use whatsoever, without the express written authority of the Company.
6.2 Each Party (‘Receiving Party’) will keep the confidential information of the other Party (‘Supplying Party’) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party will only use the confidential information of the Supplying Party for the purpose and for performing the Receiving Party’s obligations under this Agreement.
6.3 The obligations set out in this clause 6 will not apply to any information that:
6.3.1 was known to or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;
6.3.2 is, or becomes, publicly available through no fault of the Receiving Party;
6.3.3 is provided to the Receiving Party without restriction on disclosure by a third party who did not breach any confidentiality obligations by making such a disclosure;
6.3.4 was developed by the Receiving Party, or on its behalf by a third party who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or
6.3.5 is required to be disclosed by order of a court of competent jurisdiction.
6.4 The obligations in this clause 6 will survive termination of this Agreement.
7.1 The parties will comply with their respective obligations under the General Data Protection Regulation (GDPR) and the Data Protection Act 2018, or other applicable data protection legislation. The Company will provide Candidates with information about how their Personal Data will be processed, including:
7.1.1 the purpose of the processing and the legal basis for it;
7.1.2 if the basis for the processing is the legitimate interests of the Company or the Client, what those legitimate interests are;
7.1.3 any recipients of the Personal Data (including the Client); and
7.1.4 the period for which the Personal Data are retained (or the criteria used to determine that period);
7.1.5 co-operate fully with the Client in order to enable the Client to comply with its obligations under applicable data protection legislation;
7.1.6 implement and maintain appropriate technical and organisational measures against unauthorised and unlawful processing of Personal Data and against accidental loss and destruction of or damage to Personal Data;
7.1.7 immediately upon notification by the Client, take all appropriate action to enable the Client to properly comply with any request from a data subject in relation to access to and/or rectification or erasure of Personal Data;
7.1.8 immediately notify the Client of any data breach relating to Personal Data about which the Company becomes aware;
7.1.9 not process and/or transfer, or otherwise directly or indirectly disclose, any Personal Data in or to countries outside the United Kingdom;
7.1.10 immediately provide such evidence of its compliance with the obligations under this clause 7 as the Client may from time-to-time reasonably request;
7.1.11 not transfer any Personal Data outside the United Kingdom;
7.1.12 if before an Introduction is made the Client so requests, provide the Client with anonymised details of Candidates, and before providing full details of the Candidates to the Client, will inform the Candidate of the Client’s name; and
7.1.13 if no request as set out in clause 7.1.10 is made, before providing the Client with full details of the Candidates, inform the Candidate of the Client’s name and provide the Candidate with a copy of the Client’s data protection privacy notice.
8 Warranties, liability and indemnities
8.1 The Client accepts and agrees that the Company gives no warranty as to the suitability of any Candidate for any vacancy.
8.2 The Company confirms that, in Introducing any Candidate to the Client, it is not aware of anything which will cause any detriment to the interests of that Candidate or the Client if the Client Engages the Candidate to fill a vacancy except as notified to the Client.
8.3 Neither the Company nor any of its staff will be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with the Introduction to or the Engagement by the Client of a Candidate, unless such loss, damage, costs or expenses are the direct result of the negligent acts or omissions of the Company. In particular, but without limiting the generality of the foregoing, the Company will not be liable for any loss, injury, damage, expense or delay arising from or in any way connected with:
8.3.1 any failure of the Candidate to meet the Client's requirements for all or any of the purposes for which the Candidate is required by the Client;
8.3.2 any act or omission of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; or
8.3.3 any loss, injury, damage, expense or delay suffered by a Candidate.
8.4 Except in the case of death or personal injury caused by the Company's negligence, the liability of the Company under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever will not exceed the Fee(s) paid or due to be paid by the Client to the Company under this Agreement. The provisions of this clause 8.4 will not apply to clause 8.6.
8.5 Neither Party will be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this clause 8.5 will not apply to clause 8.6.
8.6 The Client shall indemnify and keep indemnified the Company against any costs (including legal costs), claims or liabilities incurred directly or indirectly by the Company arising out of or in connection with this Agreement including (without limitation) as a result of:
8.6.1 any breach of this Agreement by the Client or by its employees or agents;
8.6.2 any breach by the Client or by a third party, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity, immigration legislation, the Conduct Regulations and Data Protection Legislation);
8.6.3 the withdrawal by the Client of a vacancy or any information supplied by the Client; or
8.6.4 any unauthorised disclosure of a Candidate details by the Client or by a third party, or any of its employees or agents.
8.7 The Client agrees and undertakes to indemnify the Company for and against any and all costs, fees, charges and expenses that the Company may incur as a result of or arising from late or non-payment of any charges payable under this Agreement, including, but not limited to, any and all legal and other professional costs and expenses it may incur as a result of instituting legal or other proceedings against the Client for non or late payment of any charges due.
9.1 Either party may terminate this Agreement upon giving no less than thirty (30) days written notice.
9.2 Without prejudice to the other remedies or rights a Party may have, either Party may terminate this Agreement, at any time, on written notice (that will take effect as specified in the notice) to the other Party (‘Other Party’):
9.2.1 if the Other Party is in material breach of its obligations under this Agreement and, if the breach is capable of remedy within fourteen (14) days, and the breach is not remedied within fourteen (14) days of the Other Party receiving notice which specifies the breach and requiring the breach to be remedied; or
9.2.2 if the Other Party passes a resolution for its winding up or for the appointment of an administrator, a liquidator or administrator is appointed or a winding up order is made in relation to the Other Party (other than in circumstances of a solvent amalgamation or reconstruction), a receiver or administrative receiver is appointed in relation to the Other Party or its assets, the Other Party has a freezing order made against it or becomes insolvent, or becomes subject to a moratorium or a company voluntary arrangement under the Insolvency Act 1986 or a restructuring plan under Part 26A of the Companies Act 2006, or the Other Party makes any arrangement or composition with or for the benefit of its creditors or takes or suffers any similar or analogous action in consequence of debt.
9.3 On termination of this Agreement, the Client will pay for all Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by the Company for the performance of the Services prior to the date of termination.
10.1 Neither Party will have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances will promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than three (3) months, either Party may terminate this Agreement by written notice to the other Party.
10.2 No amendment or variation of this Agreement will be valid unless confirmed as agreed, in writing, by an authorised signatory of each Party.
10.3 The Client shall not assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the Company.
10.4 This Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
10.5 This Agreement will not constitute or imply any partnership, joint venture, Company, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party will have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
10.6 If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and will not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
10.7 Any notice to be given under this Agreement must be in writing and signed by or on behalf of the party giving it and must be sent to the address at the top of this Agreement.
10.8 The validity, construction and performance of this Agreement is governed by English law and will be subject to the exclusive jurisdiction of the English courts to which the Parties submit.
10.9 For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.