TERMS OF BUSINESS FOR THE INTRODUCTION OF PERMANENT CONTRACT STAFF (TO BE DIRECTLY ENGAGED BY THE CLIENT)
1. THE PARTIES (1) JMH Recruit & Consult Ltd (registered company no. 15837403 of 49 Buffins Road, Odiham, Hook, England, RG29 1PA (“the Agency”).
(2) **Company Name** (registered company no. *** of **Company Address** (“the Client”) to whom the Candidate is Introduced.
2. DEFINITIONS
2.1 In these Terms the following definitions apply:
“Candidate” means the person Introduced by the Agency to the Client for an Engagement including any officer, employee or other representative of the Candidate if the Candidate is a corporate body, and members of the Agency’s own staff;
“Data Protection Laws” means the Data Protection Act 2018, the General Data Protection Regulation (EU 2016/679) and any applicable statutory or regulatory provisions in force from time to time relating to the protection and transfer of personal data;
“Engagement” means the engagement (including the Candidate’s acceptance of the Client’s offer), employment or use of the Candidate by the Client or by any third party to whom the Candidate has been introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement; or through a limited company of which the Candidate is an officer, employee or other representative; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;
“Introduction” means (i) the passing to the Client of a curriculum vitæ or information which identifies the Candidate or (ii) the Client’s interview of a Candidate (in person, by telephone or by any other means), following the Client’s instruction to the Agency to search for a Candidate; and, in either case, which leads to an Engagement of the Candidate; and “Introduces” and “Introduced” shall be construed accordingly;
“Introduction Fee” means the fee payable by the Client to the Agency for an Introduction resulting in an Engagement;
“Remuneration” includes gross 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 Candidate for services rendered to or on behalf of the Client or any third party.
3. THE CONTRACT
3.1 These terms of business (“the Terms”) constitute the contract between the Agency and the Client for the Introduction of permanent (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 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 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.
3.4 The Agency acts as an employment agency (as defined in Section 13(2) of the Employment Agencies Act 1973) when Introducing Candidates to the Client for direct Engagement by that Client.
4. NOTIFICATION AND FEES
4.1 The Client agrees to:
4.2 notify the Agency immediately of the terms of any offer of an Engagement which it makes to the Candidate;
4.3 notify the Agency immediately that an offer of an Engagement to the Candidate has been accepted and to provide details to the Agency of the Remuneration agreed with the Candidate together with any documentary evidence as requested by the Agency; and
4.4 pay the Introduction Fee, by the due date
4.5 The Introduction Fee is payable if the Client Engages the Candidate within the period of 6 calendar months from the date of the Introduction
4.6 The Introduction Fee shall be payable within 30 days of the date of the Agency’s invoice which shall be rendered once the Candidate commences the Engagement (the Agency’s invoice will be rendered after the start date of the Candidate)
4.7 The Introduction Fee is £999 exc VAT if the Client Engages the Candidate within the period of 6 calendar months from the date of the Introduction
4.8 If the "The Client" fails to settle and pay in full an invoice issued within the 30 day payment period, the "Introduction Fee" is increased to £1999 exc VAT
4.9 If the "The Client" fails to settle and pay in full an invoice issued within 60 days of the invoice being issued, the "Introduction Fee" is increased to £2999 exc VAT
4.10 VAT is charged at the standard rate on all fees.
4.11 The Agency reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date 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.
4.12 If, after an offer of Engagement has been made to the Candidate, the Client decides for any reason to withdraw it prior to the Candidate accepting the Engagement, the Client shall be liable to pay the Agency a Cancellation Fee of 25% of the Agency fee
5. INTRODUCTIONS TO THIRD PARTIES
5.1 Introductions of Candidates are confidential. If a Client discloses a Candidate’s details to a third party, that will be deemed to be a “Third Party Introduction”. If that Third Party Introduction results in an Engagement of the Candidate by the third party within 6 months of the Agency’s Introduction of the Candidate to the Client, then the Client will be liable to the Agency for payment of the Introduction Fee in accordance with section 4.7.
6. SUITABILITY CHECKS
6.1 The Agency endeavours to ensure the suitability of Candidates Introduced to the Client to work in the position which the Client seeks to fill by taking reasonably practicable steps to:
6.2 ensure that it would not be detrimental to the interests of either the Client or the Candidate;
6.3 ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body;
6.4 confirm that the Candidate is willing to work in the position
6.5 the Client must satisfy itself as to the suitability of the Candidate for the position they are seeking to fill. The Client is responsible for:
6.6 taking up any references provided by the Candidate before Engaging the Candidate;
6.7 checking the Candidate’s right to work and obtaining permission to work as may be required by the law of the country in which the Candidate is Engaged to work;
6.8 the arrangement of medical examinations and/or investigations into the medical history of any Candidate; and
6.9 satisfying any medical and other requirements, qualifications or permission required for the Candidate to work in the Engagement.
6.10 To enable the Agency to comply with its obligations to provide to the Agency details of the position which the Client seeks to fill, including the following:
6.11 the type of work that the Candidate would be required to do;
6.12 the location and hours of work;
6.13 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;
6.14 any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
6.15 the date the Client requires the Candidate to commence the Engagement;
6.16 the duration or likely duration of the Engagement;
6.17 the rate of Remuneration, expenses and any other benefits that would be offered;
6.18 the intervals of payment of Remuneration; and
6.19 the length of notice that the Candidate would be entitled to give and receive to terminate their employment with the Client.
7. CONFIDENTIALITY AND DATA PROTECTION
7.1 All information relating to a Candidate is confidential and subject to the Data Protection Laws and is provided solely for the purpose of providing work-finding services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the Data Protection Laws in receiving and processing the data at all times. In addition information relating to the Agency’s business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.
8. LIABILITY
8.1 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 a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of the Agency to introduce any Candidate. For the avoidance of doubt, the Agency does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.
8.2 The Client shall indemnify and keep indemnified the Agency against any Losses incurred by the Agency arising out of any noncompliance with the Data Protection Laws, and/or as a result of any breach of, these Terms by the Client.
9. NOTICES
9.1 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 registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email 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 email or facsimile transmission, when that email or facsimile is sent.
10. SEVERABILITY
10.1 If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws. 11. GOVERNING LAW AND JURISDICTION 11.1 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.