TERMS AND CONDITIONS – PERMANENT STAFF
1.1. In these Terms of Business the following definitions apply:
“Applicant” means the person introduced by the Agency to the Client for an Engagement including any officer or employee of the Applicant if the Applicant is a limited company and members of the Agency’s own staff,
“Client” means the person; firm or corporate body together with any subsidiary or associated Company as defined by the Companies Act 1985 to which the Applicant is introduced;
“Agency” means Excel Search LLP, 8 Park Road South, Havant, Portsmouth, PO9 1HB
“Engagement” means the engagement, employment or use of the Applicant by the Client or any third party on a permanent or temporary basis, whether under a contract or service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement; directly or through a limited company of which the Applicant is an officer or employee
“Introduction” means (i) the Client’s interview of an Applicant in person or by telephone, following the Client’s instruction to the Agency to search for an Applicant; or (ii) the passing to the Client of a curriculum vitæ or information which identifies the Applicant; and which leads to an Engagement of that Applicant;
“Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, 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 Applicant for services rendered to or on behalf of the Client. Where the Client provides a company car, a notional amount of £1000 will be added to the salary in order to calculate the Agency’s fee.
1.2. Unless the context requires otherwise, references to the singular include the plural.
1.3. The headings contained in these Terms of Business are for convenience only and do not affect their interpretation.
2. THE CONTRACT
2.1. These Terms constitute the contract between the Agency and the Client and are deemed to be accepted by the Client by virtue of an introduction to, or the Engagement of an Applicant or the passing of any information about the Applicant to any third party following an Introduction.
2.2. These terms contain the entire agreement between the parties unless otherwise agreed in writing by a director of the Agency, these Terms of Business prevail over any other terms of business or purchase conditions put forward by the Client.
2.3. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between the Agency and the Client 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.
2.4 Any alternative terms put forward by the client and agreed to by the agency are deemed to be subject to the remaining terms of the agencies terms of business, unless a separate contract is signed by a director of the agency.
3. NOTIFICATIONS AND FEES
3.1. The Client agrees: a) To notify the Agency immediately of any offer of an Engagement which it makes to the Applicant; b) To notify the Agency immediately that its offer of an Engagement to the Applicant has been accepted and to provide details of the Remuneration to the Agency; and c) To pay the Agency’s fee within 7 days of the date of invoice.
3.2. Except in the circumstances set out in clause 5.1 below, no fee is incurred by the Client until the Applicant commences the Engagement when the Agency will render an invoice to the Client for its fees.
3.3. The Agency reserves the right to charge interest at a rate of 2% per month on invoiced amounts unpaid for more than 7 days.
3.4. The Agency may charge the client for any reasonable costs in recovering a debt unpaid within the agreed credit terms, included but not limited to debt collection, credit control costs, court costs etc.
3.5. The fee payable to the Agency by the Client for an introduction resulting in an Engagement is the amount equal to 15% of the Remuneration applicable during the first 12 months of the Engagement. VAT will be charged on the fee if applicable.
3.6. In the event that the Engagement is for a fixed term of less than 12 months, the fee in clause 3.4 will apply prorata. If the Engagement is extended beyond the initial fixed term or if the Client re-engages the Applicant within 12 calendar months from the date of termination of the first Engagement the Client shall be liable to pay a further fee based on the additional Remuneration applicable for the period of Engagement following the initial fixed term up to the termination of the second Engagement or the first anniversary of its commencement, whichever is the sooner.
3.7. If the Client subsequently engages or re-engages the Applicant within the period of 12 calendar months from the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with clause 3.4 above becomes payable.
4. CANCELLATION FEE
4.1. If, after an offer of Engagement has been made to the Applicant, the Client decides for any reason to withdraw it, The Client shall be liable to pay the Agency a minimum fee of £2000. The cleint agrees that this is a fair reflection of the costs incurred by the agency in cancellation.
5.1. Introductions of Applicants are confidential. The disclosure by the Client to a third party of any details regarding an Applicant introduced by the Agency which results in an Engagement with that third party within 12 months of the introduction renders the Client liable to payment of the Agency’s fee as set out in clause 3.5.
5.2. An introduction fee calculated in accordance with clause 3.5 will be charged in relation to any Applicant engaged as a consequence of or resulting from an introduction by or through the Agency, whether direct or indirect, within 12 months from the date of the agency’s introduction.
5.3. In the event that any employee of the Agency with whom the Client has had personal dealings accepts an Engagement with the Client within (12) months of leaving the Agency’s employment, the Client shall be liable to pay an introduction fee to the Agency in accordance with clause. 3.5.)
6. SUITABILITY AND REFERENCES
6.1 The agency endeavours to ensure the suitability of any Applicant introduced to the Client by obtaining confirmation of the Applicant’s identity; that the Applicant 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 Applicant is willing to work in the position which the Client seeks to fill.
6.2. At the same time as proposing an Applicant to the Client the 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 (excepting Saturday, Sunday and any public or Bank holiday) following save where the Applicant is being proposed for a position which is the same as one in which the Applicant has worked within the previous five business days and such information has already been given to the client.
6.3. The Agency endeavours to take all such steps as are reasonably practicable to ensure that the Client and Applicant are aware of any requirements imposed by law or any professional body to enable the Applicant to work in the position which the Client seeks to fill.
6.4. The 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 or the applicant for the Applicant to work in the position which the Client seeks to fill.
6.5. Notwithstanding clauses 6.1, 6.2, 6.3 and 6.4 above the Client shall satisfy itself as to the suitability of the Applicant and the Client shall take up any references provided by the Applicant to it or the Agency before engaging such Applicant. 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 investigation into the medical history of any Applicant, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Applicant is engaged to work.
6.6. To enable the Agency to comply with its obligations under clauses 6.1, 6.2, 6.3 and above the Client undertakes to provide to the Agency details of the position which the Client seeks to fill, including the type of work that the Applicant 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 Applicant 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 Applicant 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 Applicant would be entitled to give and receive to terminate the employment with the Client.
7.1 The 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 Agency seeking an Applicant for the Client or from the Introduction to or Engagement of any Applicant by the Client or from the failure of the agency to introduce any Applicant. For the avoidance of any doubt, the Agency does not exclude liability for death or personal injury arising from its own negligence.
8.1 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the courts of England & Wales.