1.1. 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.
1.2. These terms contain the entire agreement between the parties and 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.
1.3. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between the Agency and the Client 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.
2.1. 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 30 days of the date of invoice.
2.2. Except in the circumstances set out in clauses 4.1, 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.
2.3. The Agency reserves the right to charge interest on invoiced amounts unpaid for more than 30 days at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.
2.4. The fee payable to the Agency by the Client for an Introduction resulting in an Engagement is calculated in accordance with the attached Fee Structure detailed in schedule One on the Remuneration applicable during the first 12 months of the Engagement. VAT will be charged on the fee at the prevailing rate if applicable.
2.5. In the event that the Engagement is for a fixed term of less than 12 months, the fee must be agreed accordingly with the directors of the agency. If the Engagement is extended beyond the initial fixed term or if the Client re-engages the Applicant within 6 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.
2.6. If the Client subsequently engages or re-engages the Applicant within the period of 6 calendar months from introduction of the applicant to the client or from the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with clause 2.4 above becomes payable.
2.7. For roles that do not include remuneration, for instance ‘commission only’ roles, the minimum fee will be £2,000+VAT unless specifically agreed beforehand in writing.
3.1. In order to qualify for the following refund, the Client must pay the Agency’s fee within 30 days of the date of invoice. The Client must notify the Agency in writing of the termination of the Engagement within 7 days of its termination and wherever possible supply a copy of the Applicant’s letter of termination.
3.2. In these terms of business, a Refund means a sum to be refunded by the Agency to the Client in certain circumstances against a particular invoice at the times and rates described.
3.3. It is a condition precedent to any Refund being paid by the Agency that the invoice against which a Refund is or will be sought, is paid to the Agency’s Factor within the credit terms shown on the invoice; irrespective of any surrounding circumstances.
3.4. Irrespective to any proven or claimed right to a Refund, all invoices must be paid within their credit terms to the Agency’s factor and there is no right to set off any proven or claimed right to a Refund.
3.5. If the Engagement is terminated by the applicant or client before the expiry of 13 weeks from the commencement of the Engagement a portion of the fee will be refunded in accordance with the accompanying Scale of Refund set out in Schedule 2 of these Terms of Business.
3.6. In circumstances where clause 2.6 applies the full fee stated is payable and there shall be no entitlement to a refund, rebate or replacement.
4.1. 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 2.4 with no entitlement to any refund.
4.2. An introduction fee calculated in accordance with clause 2.4 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.
4.3. Where the amount of the actual Remuneration is not known the Agency will charge a fee calculated in accordance with clause 2.4 on the minimum level of remuneration applicable for the position in which the Applicant has been engaged with regard to any information supplied to the Agency by the Client and/or comparable positions in the market generally for such positions.
4.4. In the event that any employee of the Agency with whom the Client has had personal dealings accepts an Engagement with the Client within 3 months of leaving the Agency’s employment, the Client shall be liable to pay an introduction fee to the Agency in accordance with clause 2.4.
5.1. 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 doubt, the Agency does not exclude liability for death or personal injury arising from its own negligence.
5.2. The Client acknowledges that the Agency does not warrant any Applicant’s suitability and the Client must satisfy itself of the suitability of each Applicant before any Engagement occurs.
6.1. These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.
SCHEDULE 1: SCALE OF FEES
|up to £20,000||17.5%|
|£20,001 to £40,000||20%|
SCHEDULE 1: SCALE OF REFUND
|Weeks in which employment terminates||Rebate|
|Up to 2 weeks||100%|
|2 – 4 weeks||75%|
|4 -6 weeks||50%|
|6 – 8 weeks||25%|
|9 – 12 weeks||10%|