TERMS OF BUSINESS FOR THE INTRODUCTION OF PERMANENT PLACEMENTS

Transcription

1 v TERMS OF BUSINESS FOR THE INTRODUCTION OF PERMANENT PLACEMENTS 1. INTERPRETATION All words and expressions in these terms and conditions expressed with an initial capital letter shall have the meanings as set out schedule 1. 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 contained in these terms and conditions are for convenience only and do not affect their interpretation. All references to legislation shall include any subsequent amendments or variations and including implementing regulations, codes, and orders made from time to time. No Party shall have (nor represent that they have) any authority to make or enter into any contractual commitments on the other Party s behalf. 2. THE CONTRACT 2.1. These Terms constitute the entire contract between the Employment Agency and the Client for the Introduction of Candidates for Permanent and Fixed Term Contracts and are deemed to be accepted by the Client upon the Client signing the terms, by virtue of an Introduction to the Client, or the Engagement of an Candidate by the Client or the passing of any information about the Candidate to any third party following an introduction, whichever occurs the earlier Unless otherwise agreed in writing by a director of the Employment Agency, The Terms or Business prevail over any other Terms of Business or purchase conditions put forward by the Client The Employment Agency acts as an Employment Agency pursuant to the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended) Subject to Clause no variation or alteration to these Terms shall be valid unless the details of such variation are agreed between the Employment 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 which such varied Terms shall apply. 3. NOTIFICATION AND FEES 3.1. The Client agrees: a) To notify the Employment Agency immediately of any offer of an Engagement which it makes to the Candidate; b) To 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 Employment Agency; and c) To pay the Employment Agency s fee in accordance with the Invoicing and Payment terms set out in clause 4 below. Contingency Search: 3.2. The fee payable to the Employment Agency by the Client for the Introduction resulting in an Engagement is calculated in accordance with the following fee Structure based on the Remuneration payable to the Candidate during the first 12 months of the Engagement. VAT will be charged on the entirety of this fee if applicable.

2 Remuneration package up to 30,000 20% Remuneration package from 30,001 to 70,000 25% Remuneration package from 70,001 to 100,000 30% Remuneration package upwards of 100,001 35% For any part-time Permanent Engagement, the Remuneration will be pro-rated on the full-time equivalent, and the Fee shall be based upon that Remuneration. All fees are expressed as a percentage of the first year s gross annual remuneration package including all joining inducements, guaranteed bonuses, profit share, overseas premiums, travel allowances, living accommodation allowances and any other identifiable financial benefits. (The provision of a car is valued at a minimum of 5,000. Living accommodation allowances are valued at 25,000 in the absence of other information.) Retained Assignment: 3.3. Where the Employment Agency carries out a Retained Assignment the fees in clause 3.2 shall apply and will be payable in three equal instalments as listed below: Retainer Fee 1/3 payable on Client s acceptance of the Assignment Shortlist Fee 1/3 payable on presentation of a suitable Shortlist of Candidates to the Client Completion Fee 1/3 payable on signed acceptance of the Offer of Engagement 3.4. Where the Employment Agency carries out a Retained Assignment on behalf of the Client, the Client agrees to pay any reasonable expenses (hotels, travel etc.) incurred by the Employment Agency during the course of the Assignment. These expenses will be detailed accordingly and invoiced separately to the client at the conclusion of the Assignment The Employment Agency will be exclusively retained in respect of a Retained Assignment and therefore the Client agrees it will not advertise or use any other method of attracting or securing Candidates during a Retained Assignment (whether directly or through another employment agency or other company). In the event that any candidates (including internal candidates within the Client) submit their details directly or indirectly to the Client, the Client will refer all such Candidates to the Employment Agency for consideration and such candidates will be deemed Candidates for the purposes of these Terms The Retainer Fee is not refundable should the Retained Assignment be cancelled by the Client at any stage after the Employment Agency has commenced work on the Retained Assignment. If the Retained Assignment is cancelled after Candidates have been shortlisted for the Client, the Client shall pay a cancellation fee of 1/3 of the total fee due pursuant to clause 3.2 in addition to the Retainer Fee. If the Client withdraws any Offer after it has been made (for whatever reason) the Completion Fee shall be payable in full The Employment Agency retains the right to cancel the Retained Assignment in the event the Client changes the role(s) during the course of the campaign sufficiently to warrant a new assignment (in the reasonable opinion of the Employment Agency), and the Client shall pay to the Employment Agency a cancellation fee equivalent to one third of the agreed total fee in addition to any sums already paid or incurred on behalf of the Client under clause 3.4 prior to termination. Fixed Term Contracts: 3.8. In the event that the Engagement is for a Fixed Term Contract of less than 12 months, the fee structure below applies:

3 Fixed Term Contract Period % of Remuneration payable 0-6 months 30% 6-12 months 25% 3.9. If the initial Fixed Term Contract is extended beyond its original term or if the Client re-engages the Candidate on a Fixed Term Contract within 12 calendar months from the date of termination of the first Fixed Term Contract the Client shall be liable to pay a further fee of 6,000 or a fee equal to the original Fixed Term Contract fee, whichever is the higher If the Client subsequently Engages or re-engages the Candidate on a Permanent basis within a period of 12 calendar months from the date of termination of the last Fixed Term Contract, a full fee calculated in accordance with clause 3.2 shall become immediately payable to the Employment Agency 4. INVOICING AND PAYMENT TERMS 4.1. All invoices raised under these Terms are payable within 14 days of the date of invoice. The Fees are exclusive of VAT which shall be charged at the prevailing rate (where applicable). All invoices must be paid by the Client without any deduction, set off or counterclaim. The Employment Agency reserves the right to issue invoices electronically to the Client Except for Retained Assignments (which shall be governed by Clause 3.3 to clause 3.7 above) no fee shall be incurred by the Client until the Candidate commences the Engagement upon which the Employment Agency will render an invoice to the Client for its fee pursuant to Clause The Employment Agency shall be entitled to charge the Client (i) interest and associated charges as prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 (incorporating all subsequent regulations including the Late Payment of Commercial Debts Regulations 2013) and (ii) any expenses reasonably incurred by the Employment Agency in the collection of any unpaid fees, where the Client has failed to make payment of any invoice. Any interest and associated charges shall continue to accrue at a daily rate from the due date for payment until payment of the invoice is received in full. Where the Employment Agency has agreed an alternative fee structure with the Client and the Client has not settled an invoice in full within 30 days of the date of invoice, the Employment Agency reserves the right to revert back to its standard fees in these Terms Where an Offer is made to a Candidate in a currency other than pounds sterling (GBP), the Remuneration offered will be converted into GBP (using the exchange rate applicable from XE.com on the date the offer is accepted by a Candidate) and the fee shall be calculated accordingly. 5. REFUNDS 5.1. All refunds set out in this clause 5 are conditional upon the Client having paid the Employment Agency s invoiced fee within 14 days of the date of invoice and the Client must have notified the Employment Agency in writing of the termination of the Engagement within seven days of its termination If the Permanent Engagement terminates before the expiry of 12 weeks from the commencement of the Permanent Engagement (except where the Candidate is made redundant) Stott and May will introduce a like for like replacement without any additional costs to the client, in the event that this is not possible, the fee will be refunded in accordance with the following Scale of Refund: Week in which the Candidate leaves % of Introduction fee refunded % % % %

4 5.3. There will be no refund where the Candidate leaves after the 12th week of the Permanent Engagement The refund above shall only apply once and shall not apply to any replacement Candidate sourced, Introduced and subsequently Engaged by the Client, should the Client allow the Employment Agency to seek replacement Candidates No refund provisions shall apply to Fixed Term Contracts or to any Engagement arising under clause 3.8 above. 6. INTRODUCTIONS 6.1. Introductions of Candidates are confidential. The disclosure by the Client to a third party of any details regarding a Candidate Introduced by the Employment Agency which results in an Engagement with that third party within12 months of the Introduction renders the Client liable to payment of the Employment Agency s fee as set out in clause 3.2. with no entitlement to any refund A fee calculated in accordance with clause 3.2. will be charged in relation to any Candidate Engaged as a consequence of or resulting from an Introduction by or through the Employment Agency, whether direct or indirect, and within 12 calendar months from the date of the Employment Agency s Introduction, the Client s withdraw of an Offer or the Candidate s rejection of an Offer, whichever occurs the later Where the amount of the actual remuneration is not known the Employment Agency will charge a fee calculated in accordance with clause 3.4. on the lower level of remuneration applicable for the position in which the Candidate has been engaged with regard to any information supplied to the Employment Agency by the Client and/or comparable positions in the market generally for such positions If the Client subsequently Engages or re-engages a Candidate within a period of 12 calendar months from the date of termination of a Permanent Engagement a full fee calculated in accordance with clause 3.2 above becomes payable with no entitlement to any replacement or refund If the Client knowingly fails to notify the Employment Agency of any Engagement the Client will be liable to pay an additional fee of 5% of the Remuneration representing a fair and reasonable preestimate of the Employment Agency s additional expenses incurred as a result of the Client s breach of these Terms In the event that any employee of the Employment Agency with whom the Client has had personal dealings accepts an Engagement with the Client within12 months of leaving the Employment Agency s employment, the Client shall be liable to pay an introduction fee to the Employment Agency in accordance with clause 3.2 and 6.3 above If a Candidate has already been introduced to the Client for the same Engagement that the Candidate has been Introduced by the Employment Agency (whether directly or indirectly through another employment agency or other party) the Client shall notify the Employment Agency in writing within 48 hours of the Employment Agency s Introduction and where requested provide evidence of the previous introduction. If the Client does not provide written notification as required under this clause (or such previous introduction was for a different Engagement) the Client will be liable to pay a Fee upon the Candidate s Engagement. For the avoidance of doubt, this provision only applies to Contingency on the basis that all Candidates considered under a Retained Assignment (whether or not the Client has prior knowledge of such Candidate) will attract a Fee under clause 3.2 subject to these Terms.

5 7. SUITABILITY AND REFERENCES 7.1. The Employment Agency endeavours to ensure the suitability of any Candidate introduced to the Client by obtaining confirmation of the Candidate s identity; that the Candidate has the experience, training, qualifications and any authorisation which the Client considers necessary or which may be required by law or by any professional body; and that the Candidate is willing to work in the position which the Client seeks to fill At the same time as proposing a Candidate to the Client the Employment Agency shall inform the Client of such matters in clause 7.1. as they have obtained confirmation of. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any public or Bank holiday) following save where the Candidate is being proposed for a position which is the same as one in which the Candidate has worked within the previous five business days and such information has already been given to the Client 7.3. The Employment Agency endeavours to take all such steps as are reasonably practicable to ensure that the Client and Candidate are aware of any requirements imposed by law or any professional body to enable to the Candidate to work in the position which the Client seeks to fill The Employment Agency endeavours to take all such steps as are reasonably practicable to ensure that it would not be detrimental to the interests of either the Client of the Candidate for the Candidate to work in the position which the Client seeks to fill Notwithstanding clauses 7.1., 7.2., 7.3. and 7.4. above the Client shall satisfy itself as to the suitability of the Candidate and the Client shall take up any references provided by the Candidate to it or the Employment Agency before engaging such 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 any medical and other requirements, qualifications or permission require by law of the country in which the Candidate is engaged to work. The Employment Agency will not be responsible for requesting information from a Candidate regarding past or present criminal convictions unless specifically requested by the Client To enable the Employment Agency to comply with its obligations under clauses 7.1., 7.2., 7.3. and 7.4. above 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. In addition the Client shall provide details of the date the Client requires the Candidate to commence, 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. 8. SPECIAL SITUATIONS 8.1. Where the Candidate is required by law, or any professional body to have any qualifications or authorisations to work in the position which the Client seeks to fill; or the work involves caring for or attending one or more persons under the age of eighteen, or any person who by reason of age, infirmity or who is otherwise in need of care or attention, the Employment Agency will take all reasonably practicable steps to obtain and offer to provide copies of any relevant qualifications or authorisations of the Candidate, two references from persons not related to the Candidate who have agreed that the references they provide may be disclosed to the Client and has taken all reasonably practicable steps to confirm that the Candidate is suitable for the position. If the Employment Agency is unable to do any of the above it shall inform the Client of the steps it has taken to obtain this information in any event.

6 9. LIABILITY 9.1. The Employment Agency and the Client will not unlawfully discriminate against any Candidate whether directly or indirectly, on grounds of sex, sexual orientation, marital or civil partner status, gender reassignment, race, religion or belief, colour, nationality, ethnic or national origin, disability or age. Each Party will ensure that each Candidate is considered and or assessed for roles based on the Candidate s merits, qualifications and technical abilities to fulfill the role. The Employment Agency will not accept instructions from a Client who indicates an intention to discriminate unlawfully Except in the case of death or personal injury caused by the Employment Agency s negligence or in any other circumstances in which the Employment Agency s liability cannot be limited in law, the Employment Agency shall not be liable to the Client for any loss, liability, damage, costs, claims or expenses (whether direct, indirect or consequential) incurred by the Client whether arising in respect of, contract, tort (including negligence), statute, misrepresentation or otherwise in connection with the Introduction or Engagement of any Candidate to the Client or the failure by the Employment Agency to Introduce a Candidate. To the extent that the Employment Agency s does attract liability under these Terms its total aggregate liability arising under or in connection with these Terms whether arising in contract, tort, negligence, breach of statutory duty or otherwise shall be limited to 100% of the fees paid by the Client in the preceding 6 month period. 10. GENERAL These Terms are governed by and shall be construed in accordance with the laws of England and are subject to the exclusive jurisdiction of the English courts (other than for enforcement proceedings, for which the English courts shall have non-exclusive jurisdiction) The Employment Agency may vary these Terms in so far as is reasonable to comply with the introduction of or variance in existing legislation that may affect these Terms, provided that the Employment Agency s notifies the Client in writing of any such variation All notices which are required to be given in accordance with these Terms shall be in writing and may be delivered personally or by first class prepaid post to the addressee upon whom the notice is to be served or any other address that the party has notified the other party in writing, by or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered; if by first class post 48 hours following posting; and if by or facsimile transmission, when that or facsimile is sent The Client may not assign its rights and obligations under these Terms without the prior written consent of the Employment Agency. Signed for on behalf of Stott and May Professional Search Limited Dated: Signed for and on behalf of the Client Dated:

7 Schedule 1 Definitions Candidate Client Employment Agency means the person introduced by the Employment Agency to the Client for an Engagement including any officer or employee of the Candidate if the Candidate is a limited company and members of the Employment Agency s own staff. means the person, firm or corporate body together with any subsidiary or associated Company as defined by the Companies Act 2006 to which the Candidate is introduced. means Stott & May Professional Search Limited of Eleventh Floor, 5 Aldermanbury Square, London, EC2V 7HR Engagement means the engagement, employment or use of the Candidate by the Client or any third party on a fulltime, contract or temporary basis, whether under a contract of service or for services; under an Employment Agency license, franchise or partnership agreement; or any other engagement; directly or through a limited company of which the Candidate is an officer or employee. Engages or Engaged shall be interpreted accordingly. Fixed Term Contract Introduction Offer Permanent Retained Assignment means a Candidate Engaged by the Client on a fixed term contract or on-going contract basis. means (i) the Client s interview of an Candidate in person or by telephone, following the Client s instruction to the Employment Agency to search for an Candidate; or (ii) the passing to the Client of a curriculum vitae or information which identifies the Candidate; and which leads to an Engagement of that Candidate, whether or not the Candidate was known to the Client previously or not. Introduces and Introduced shall be interpreted accordingly. means an offer of Engagement by the Client to a Candidate, whether made orally, or in writing. means a Candidate Engaged on a full-time or part time basis. means the Engagement of the Employment Agency by the Client to carry out a Search or Advertised Selection campaign or both. Fees will be payable in three approximately equal instalments as follows: The first installment payable on the Employment Agency s acceptance of the assignment, the second installment payable on submission by the Employment Agency to the Client of a suitable Shortlist of candidates, the final installment payable (reflecting the actual agreed Remuneration) on the Candidate s acceptance of the Offer of Engagement.

8 Advertised Selection Search Remuneration means a direct headhunting campaign carried out by the Employment Agency to source Candidates for a specific role(s) utilising media space, branded advertisements and other related advertising methods. means a direct headhunting campaign carried out by the Employment Agency to source Candidates for a specific role(s). means the aggregate gross annual taxable emoluments payable to or receivable by the Candidate in their first year of Permanent Engagement, which includes base salary or fees, guaranteed and/or anticipated bonus and commission earning, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Candidate for services rendered to or on behalf of the Client or the annualised gross fees of the Candidate (including all of the above emoluments) payable to or receivable by the Candidate (directly or indirectly) Engaged on a Fixed Term Contract.