CLICK RECRUITMENT LIMITED
TERMS AND CONDITIONS OF BUSINESS FOR THE INTRODUCTION OF PERMANENT OR CONTRACT STAFF TO BE DIRECTLY EMPLOYED BY THE CLIENT
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;
“Agency” means the employment agency, Click Recruitment Limited, Meriden Hall, Main Road, Meriden,
Warwickshire, CV7 7PT;
“Client” means the person; firm or corporate body together with any Client Associated Company to which the Applicant is introduced;
"Client Associated Company" means, any holding company or undertaking of the Client and any subsidiaries and subsidiary undertakings of the Client or such holding company or undertaking, where a "subsidiary", "subsidiary undertaking" and "holding company" have the meanings
ascribed to them by the Companies Act 2006
“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 of 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.
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 ("the Contract") 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 and unless otherwise agreed in writing by a Managing Director of the Agency, these Terms prevail over any other terms of business or purchase conditions put forward by the Client.
2.3 Any variation of these Terms in respect of fees and refunds must be previously agreed between a Manager of the Agency and the Client and set out in writing and a copy of the varied terms 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:
- To notify the Agency immediately of any offer of an Engagement which it makes to the Applicant;
- 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
- To pay the Agency’s fee within 28 days of the date of invoice.
- Except in the circumstances set out in clause 5.1 below, no fee is incurred by the Client until the Applicant accepts the offer of the Engagement whether such an offer shall be conditional or not when the Agency will render an invoice to the Client for its fees.
- The Agency reserves the right to charge interest on invoiced amounts unpaid for more than 28 days at the rate of 4% per annum above the base rate of the Bank of Scotland at the time being in force on any such invoice amounts calculated on a daily basis.
- The fee payable to the Agency by the Client for an Introduction resulting in an Engagement is calculated in accordance with the following Fee Structure on the Remuneration applicable during the first 12 months of the Engagement. VAT will be charged on the fee if applicable.
Salary of Applicant Percentage Fee Payable
£0 - £29,999 18%
£30,000 - £59,999 20%
- If the Client subsequently engages or re-engages the Applicant within the period of 6 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.
- If any of the following Clients or Persons uses, engages or employs an Applicant registered with or used by the Agency or who has been registered with or used by the Agency within 6 months of being introduced to such a Client or Persons then the introduction fee of the Agency as per the current scale of rates and charges will be payable by the Client as if the Client was that said following person and that the said following person had contracted with the Agency on these Terms and
Conditions of Business:-
- A Client or any servant or agent or employee of the Client; or
- any associate or subsidiary of the Client or any servant or agent or employee of such associate or subsidiary;
- any other person to whom any of the parties referred to in Clauses 3.7(a) or 3.7(b) above introduced that Applicant. Without prejudice to the generality thereof, an introduction shall be deemed to have been effected if that Applicant carries out any work at the premises of, or for the benefit of any persons referred to in the said Clauses whether in the employment of those persons or not.
- The introduction fee shall also be payable if the Client or Person shall enter into any contract for the supply of the Applicant’s services with any company or legal entity with which the Applicant is connected or associated with and/or which company or legal entity invoices that Client for the Applicant’s services.
- If the Client fails to pay any invoices by the due date the Agency reserve the right to terminate the agreement and upon such termination all unpaid invoices which have not as yet become due for payment shall immediately become payable in full.
- The Agency understands and will exercise its statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if the Agency is not paid in accordance with the agreed payment terms.
The Agency guarantees its recruitment services for 3 months from the date of commencement of employment. If a replacement for the original candidate is required during this period the Agency will endeavour to find a replacement free of charge provided the following conditions are met:
- Payment of the fee is made in full within 28 days of the date of invoice
- The Agency has exclusivity to the replacement for 4 weeks
- Job description has not been changed and termination is not due to redundancy
- Termination of the employee is not due to relocation of primary office of employment.
In the event the Agency is successful in sourcing a suitable replacement, no guarantee shall apply to the replacement candidate.
In the event that the Agency is unable to source a suitable replacement, the Agency will generate a credit note to the full value of the placement (to be utilised against the agency’s future recruitment services including database search and retained services ) valid within a 12 month period from date of credit note.
In the event the Agency is not invited to source a suitable replacement, the Agency will generate a credit note to 50% of the value of the placement (to be utilised against the Agency’s services including database search and retained services) valid within a 12 month period from date of credit note.
5. CANCELLATION FEE
5.1 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 5% of the annual Remuneration.
6.1. 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 6 months of the Introduction renders the Client liable to payment of the Agency’s fee as set out in clause 3.4 with no entitlement to any refund.
6.2 An Introduction fee calculated in accordance with clause 3.4 will be charged in relation to any Applicant or employee/consultant of the Agency engaged as a consequence of or resulting from an introduction by or through the Agency, whether direct or indirect, within 6 months from the date of the Agency’s introduction.
6.3 Where the amount of the actual Remuneration is not known the Agency will charge a fee calculated in accordance with clause 3.4 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.
7. SUITABILITY AND REFERENCES
7.1 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.
7.2 At the same time as proposing an Applicant to the Client the Agency shall inform the Client of such matters confirmed and referred to 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 Applicant is being proposed for a position which is the same as one in which the Applicant had worked within the previous five business days and such information has already been given to the
7.3 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.
7.4 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.
7.5 Notwithstanding clauses 7.1, 7.2, 7.3 and 7.4 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 investigations 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.
7.6 To enable the 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 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 have 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.
8. SPECIAL SITUATIONS
8.1 Where the Applicant 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 Agency will take all reasonably practicable steps to obtain and offer to provide copies of any relevant qualifications or authorisations of the Applicant, two references from persons not related to the Applicant 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 Applicant is suitable for the position. If the 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.
8.2 The Client shall be solely responsible for taking up references (including the confirmation of any professional or academic qualifications) which it shall require and for arranging any medical examination and investigations of the Applicant, the Applicant’s background and for obtaining any work or other necessary permits and shall be solely responsible for satisfying itself as to the suitability of any Applicant.
9.1 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.
10.1 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.
11. FORCE MAJEURE
11.1 Except as otherwise provided, neither party shall be obligated to perform hereunder and neither shall be deemed to be in breach if performance is prevented by (i) fire, earthquake, flood, wind, typhoon, water, act of God, riot, civil commotion, or other matter or condition of like nature, or (ii) any law, ordinance, rule, regulation or order of any public, governmental or military authority stemming from the existence of economic controls, riot, hostilities, war or governmental law and regulations.
12.1 The Client or Agency shall not without the consent in writing of the other party assign or transfer the Contract or any part, share or interest therein. No instalment or other sum of money due payable under the Contract shall be payable to any other person than the Agency.
13. CONFIDENTIAL INFORMATION
13.1 The Client agrees to treat the Contract as secret and confidential and not at any time for any reason to disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any unpublished information relating to the Agency’s technology, or other know-how, business plans or finances or any such information relating to a subsidiary, supplier, customer or client of the Agency where the information was received during the period of the Contract and upon termination of the Contract for whatever reason the Client shall deliver up to the Agency all working papers, computer disks and tapes or other material and copies provided to or prepared by the Client pursuant either to the Contract or to any pervious obligation owed to the Agency.
14.1 The provisions of the Contract shall not be deemed to constitute a partnership between the parties.
15. ECONOMIC AND MONETARY UNION
15.1 A decision by the United Kingdom to join or not to join the Economic and Monetary Union will not itself cause this Agreement to be terminated or entitle one party unilaterally to vary or terminate it.
16. THIRD PARTY RIGHTS
16.1 No provision in the Contract is intended to or does confer upon any third party any benefit or right enforceable by the third party.
17. DISPUTE RESOLUTION
17.1 Any question or differences which may arise concerning the Terms will dealt with as follows:
(a)The first instance between the Agency Branch and the
- b) If not resolved, the issue may be escalated to an Agency Director and the relevant Client’s’ Senior Representative;
(c)If the issue cannot be resolved at either of the first two levels, the matter will be escalated to the Agency’s Managing Director.
If any term of the Contract is found to be illegal, invalid or unenforceable under any applicable law, such terms shall, insofar as it is severable from the remaining terms, be deemed omitted from the Contract and shall in no way affect the legality, validity or enforceability of the remaining terms.
No failure to exercise, nor delay or omission by any party in exercising any right, power or remedy conferred on it under this Agreement or provided by law shall affect that right or remedy; or operate as a waiver of it nor will any partial exercise by any party of any right or remedy prevent any further exercise of that right or remedy or the exercise of any other right or remedy.
20. DATA PROTECTION
20.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 20 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
20.2 Without prejudice to the generality of clause 20.1, the Client shall, in relation to any personal data processed in connection with the performance by the Client of its obligations under this agreement:
- ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
- ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
- not transfer any personal data outside of the European Economic Area unless such transfer is permitted under Data Protection Legislation.
We hereby acknowledge receipt of these Terms and Conditions of Business and agree to be bound by them.
Signed for and on behalf of the Hirer:
Click Recruitment operate an Equal Opportunities Policy