1. Scope of Agreement
These Terms constitute the entire agreement between the Employment Agency and [Client], a company incorporated in England and Wales under company number 14219971 and whose registered office is at International House, 64 Nile Street, London, N1 7SR and shall govern all work between them. In the event of a conflict between these Terms and any other agreement, the former shall prevail.
2. Definitions in These Terms:
2.1. “Client” means the person, firm or corporate body to whom the Employment Agency Introduces a Candidate;
2.2. “Candidate” means the person Introduced by the Employment Agency to the Client for an Engagement including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or employee of the Candidate if the Candidate is a limited liability partnership and members of the Employment Agency’s own staff;
2.3. “Data Protection Legislation” means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation (EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) the Data Protection Act 1998 (iii) any successor legislation to the GDPR or the Data Protection Act 1998
2.4. “Employment Agency” means Hug Recruitment Limited (company number 14219971), incorporated in England and Wales with a registered office at; International House, 64 Nile Street, London, N1 7SR.
2.5. “Engagement” means the engagement, employment or use of the Candidate by the Client or by any Third Party to whom or to which the Candidate was Introduced by the Client (with or without the Employment Agency’s knowledge or consent) on a permanent or temporary basis, howsoever engaged (whether directly or indirectly); and “Engages” and “Engaged” shall be construed accordingly;
2.6. “Exclusivity” means the Employment Agency will be the sole supplier of
Candidates to fulfil the Engagement;
2.7. “Introduction” means:
a) the interview of a Candidate in person, by telephone, via Skype or any other method; or
b) the passing of a curriculum vitae or information about the Candidate. The time of the Introduction shall be taken to be the earlier of (a) and (b) above; and “Introduced” and “Introduces” shall be construed accordingly;
2.8. “Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003, and references to this particular Regulation are references contained therein;
2.9. “Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, shift allowances, location weighting, call-out allowances, the benefit of a company car and all other payments or emoluments payable to or receivable by the Candidate, for services rendered to or on behalf of the Client. Where the Client provides a company car, a notional amount of £5000 will be added to the salary in order to calculate the Employment Agency’s fee;
2.10. “Terms” means these Terms of Business as further defined by clause 3;
2.11. “Third Party” means any company or person who is not the Client. For the avoidance of doubt, subsidiary and associated companies of the Client (as defined by s.1159 of the Companies Act 2006 and s.416 of the Income and Corporation Taxes Act 1988 respectively) are included in this definition.
3. These Terms
3.1. These terms of business constitute the contract between the Agency and the Client for the introduction of permanent or contract staff (to be engaged directly by the Client) and are deemed to be accepted by the Client by virtue of an Introduction or the Engagement of a Candidate, or the passing by the Client of any information about a Candidate to any third party following an Introduction.
3.2. These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of the Agency, these Terms prevail over any other terms of business or purchase conditions (or similar) put forward by the Client.
3.3. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a director of the Agency and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after such varied terms shall apply.
3.4. For the purposes of these terms, the Employment Agency acts as an employment agency as defined within the Regulations.
4. Obligations of the Employment Agency
4.1. The Employment Agency shall use reasonable endeavours to introduce one or more suitable Candidates to meet the requirements of the Client for any particular vacancy. The Employment Agency cannot guarantee to find a suitable Candidate for each vacancy. Without prejudice to clause
4.2 below, the Employment Agency shall use reasonable endeavours to ascertain that the information provided by the Employment Agency to the Client in respect of the Candidate is accurate.
4.3. The Employment Agency accepts no responsibility in respect of matters outside its knowledge and the Client must satisfy itself as to the suitability of the Candidate.
5. Client Obligations
5.1. The Client shall satisfy itself as to the suitability of the Candidate. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Candidate, and satisfying other requirements, qualifications or permission required by law of the country in which the Candidate is engaged to work.
5.2. To enable the Employment Agency to comply with its obligations under clause 4 the Client undertakes to provide to the Employment Agency details of the position which the Client seeks to fill, including the type of work that the Candidate would be required to do; the location and hours of work; the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position; and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks.
5.3. The Client shall provide details of the date the Client requires the Candidate to commence work, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with the Client.
5.4. The Client shall inform the Employment Agency of any information it has that suggests it would be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the position which the Client seeks to fill.
5.5. The Client shall inform the Employment Agency within 3 working days where it receives details of a Candidate from the Employment Agency which it has already received from another agency in relation to the same vacancy. If no such notification is given by the Client then, in the event of an Engagement, the Client agrees the Employment Agency is entitled to charge a fee in accordance with clause 6.2.
5.6. The Client agrees to –
a) notify the Employment Agency as soon as possible (and in any event, not later than 7 days from the date of the offer or from the date the Engagement takes effect; whichever is earlier) of any offer of an Engagement which it makes to the Candidate; and
b) notify the Employment Agency immediately that its offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration to the Candidate; and
c) pay the Employment Agency’s fee within the period set out under clause 6.2.
6. Fees
6.1. Introductions of Candidates are confidential. Where the Client discloses to a Third Party any details regarding a Candidate Introduced to the Client by the Employment Agency that Third Party subsequently Engages the Candidate within 12 months from the date of the Introduction, the Client shall pay the Employment Agency’s fee as set out in clause 6.3. and there shall be no entitlement to any rebate or refund to the Client or to the Third Party.
6.2. The Client shall pay the Employment Agency a fee calculated in accordance with clause 6.3 where it Engages, whether directly or indirectly, any Candidate Introduced by or through the Employment Agency within 12 months from the date of the Employment Agency’s Introduction.
6.3. The fee shall be calculated at a 25% percentage of the Candidate’s Remuneration applicable during the first 12 months of the Engagement. The Employment Agency will charge VAT on the fee where applicable.
6.4. Where the amount of the actual Remuneration is not known or disclosed, the Employment Agency will charge a fee calculated in accordance with clause 6.3 on the maximum level of remuneration applicable for the position or type of position the Candidate had been originally submitted to the Client for and/or a comparable position in the general marketplace.
6.5. Where the Engagement is for a fixed term of less than 12 months, the fee in clause 6.3 will apply pro-rata. Where the Engagement is extended beyond the initial fixed term or where the Client re-Engages the Candidate within 6 months from the date of planned or actual termination (as applicable) of the first Engagement, the Client shall pay a further fee based on the Remuneration applicable for the period of Engagement following the initial fixed term period up to the termination of the second Engagement or until the Candidate has been engaged for a total of one year.
6.6. Charges incurred by the Employment Agency at the Client’s written request in respect of advertising or any other matters will be charged to the Client in addition to the fee and such charges will be payable whether or not the Candidate is Engaged.
7. Invoices
7.1. Except in the circumstances set out in clause 6.1/6.6, no fee is incurred by the Client until the Candidate commences the Engagement; whereupon the Employment Agency will render an invoice to the Client for its fees.
7.2. The Employment Agency shall raise invoices in respect of the charges payable and the Client agrees to pay the amount due within 14 calendar days of the date of the invoice.
7.3. All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated within clause 7.2 unless the Client notifies the Employment Agency in writing within 5 business days of the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does notify the Employment Agency that it wishes to dispute part of an invoice, the Client shall pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with the Employment Agency in order to resolve the dispute as quickly as possible.
7.4. The Employment Agency reserves the right to charge interest on invoiced amounts overdue at the statutory rate as prescribed pursuant to Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 (as may be calculated using the calculator on the website: www.payontime.co.uk).
8. Rebates
8.1. Where the Client qualifies for a rebate in accordance with clause 8.2, and the Engagement of the Candidate is terminated by the Client or by the Candidate within the time periods specified below, the Client shall be entitled to a rebate of the introduction fee as follows –
Duration of Employment % of Fee to be rebated
Less than 2 weeks 100%
2 weeks to less than 4 weeks 80%
4 weeks to less than 6 weeks 50%
6 weeks to less than 8 weeks 25%
8 weeks or more 0%
8.2. The following conditions must be met in order for the Client to qualify for a
rebate –
a) the Client must notify the Employment Agency that the Candidate’s Engagement has ended within 7 days of the Engagement ending or within 7 days of notice being given to end the Engagement; whichever is earlier;
b) the Employment Agency’s invoice for the fee must have been paid within the payment terms in accordance with clause 7.2;
c) the Candidate’s engagement is not terminated by reason of redundancy or re-organisation or change in strategy of the Client;
d) the Candidate did not leave the Engagement because he/she reasonably believed that the nature of the actual work was substantially different from the information the Client provided prior to the Candidate’s acceptance of the Engagement;
e) the Candidate did not leave the Engagement as a result of discrimination or other acts against the Candidate; and
f) the Candidate was not at any time in the 12 months prior to the start of the Engagement employed or 4 hired (whether on a permanent or contract basis) by the Client.
8.3. Where the Client re-engages the Candidate either on an employment or indirect basis, any rebate paid to the Client under clause 8.1 in respect of that Candidate, shall be immediately repaid to the Employment Agency by the Client.
9. Liability and Indemnity
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 or Engagement of any Candidate by the Client or from the failure of the Employment Agency to introduce any Candidate or from the Client’s disclosure to a Third Party of any details regarding a Candidate.
9.2. Notwithstanding clause 9.1 above, nothing in these Terms shall be deemed to exclude or restrict any liability of the Employment Agency to the Client for personal injury or death.
9.3. The Employment Agency shall not be liable for failure to perform its obligations under these Terms if such failure results by reason of any cause beyond its reasonable control.
9.4. The Client shall indemnify and keep indemnified the Employment Agency against any costs(including legal costs), claims or liabilities incurred directly or indirectly by the Employment Agency arising out of or in connection with these Terms including (without limitation) as a result of –
a) any breach of these Terms by the Client or by its employees or agents; and/or
b) any breach by the Client or 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 and the Regulations); and/or
c) any unauthorised disclosure of a Candidate details by the Client or Third Party, or any of its employees or agents.
10. Termination
10.1. These Terms may be terminated by either party without liability to the other if:
10.1.1 7 calendar days’ written notice of termination is given; or
10.1.2 either party makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1976) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
10.1.3 either party ceases, or threatens to cease, to carry on business.
11. Equal Opportunities
11.1. The Employment Agency is committed to equal opportunities and expects the Client to comply with all anti-discrimination legislation regarding the selection and treatment of Candidates.
12. Non-solicitation
12.1. The Client agrees that it shall not engage or employ any person employed by Employment Agency for the duration of this Agreement and six months thereafter. In the event of a breach of this clause the Client shall be liable to pay the Employment Agency an immediately payable fee equivalent of £25.000.
13. Confidentiality
13.1. All information contained within these Terms shall remain confidential and the Client shall not divulge it to any Third Party save for its own employees and professional advisers and as may be required by law.
13.2. The Client shall not without the prior written consent of the Employment Agency provide any information in respect of the Candidate to any Third Party whether for employment purposes or otherwise.
14. Data Protection
14.1. Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) the Data Protection Act 1998 (iii) any successor legislation to the GDPR or the Data Protection Act 1998
14.2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
14.3. The parties acknowledge that for the purposes of the Data Protection Legislation, the Recruitment Business is a Data Controller and the Client is a Data Controller (where Data Controller has the meanings as defined in the Data Protection Legislation).
15. Marketing
15.1. In order to attract Candidates and for the purposes of successfully representing the Client whilst providing the recruitment services, The Client permits the Employment Agency to use the Client’s trademarks, logos and/ or brand names for any marketing and/or promotional purposes, unless otherwise agreed in writing.
16. General
16.1. Any failure by the Employment Business to enforce at any particular time any of the clauses pursuant to these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.
16.2. Headings contained in these Terms are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate.
16.3. 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.
16.4. If any provision, clause or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms shall remain in full force and effect to the extent permitted by law.
16.5. Any reference to legislation, statute, act or regulation shall include any revisions, re-enactments or amendments that may be made from time to time.
17. Notices
17.1. Any notice required to be given under these Terms (including the delivery of any information or invoice) shall be delivered by hand, sent by facsimile, e-mail or prepaid first-class post to the recipient at its fax number or address specified in these Terms (or as otherwise notified from time to time to the sender by the recipient for the purposes of these Terms).
16.2. Notices shall be deemed to have been given and served:
a) if delivered by hand, at the time of delivery if delivered before 5.00pm on a business day or in any other case at 10.00am on the next business day after the day of delivery; or
b) if sent by facsimile or e-mail, at the time of despatch if despatched on a business day before 5.00 p.m. or in any other case at 10.00 a.m. on the next business day after the day of despatch, unless the transmission report indicates a faulty or incomplete transmission or, within the relevant business day, the recipient informs the sender that the facsimile or e-mail message was received in an incomplete or
illegible form; or
c) if sent by prepaid first-class post, 48 hours from the time of posting.
18. Variation
18.1. No variation or alteration of these Terms shall be valid unless approved in
writing by the Client and the Employment Agency.
19. Applicable Law
19.1. These Terms shall be construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
20. Sign Off
Client Signature: _________________________________
Print Name:
Date:
For and on behalf of Client
Employment Agency Signature: _________________________________
Print Name:
Date:
For and on behalf of Hug Recruitment Limited