TERMS OF BUSINESS
1.1. In these Terms of Business the following definitions apply:
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;
means the person; firm or corporate body together with any subsidiary or associated Company as defined by the Companies Act 2006 to which the Applicant is introduced;
means Exact Search UK Limited, Registered in England & Wales under Company no.11200855. Registered Address, 10 Greenwood Street, Altrincham, Cheshire, WA14 1RZ
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
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;
means the fee payable by the Client to the Agency for an Introduction resulting in an Engagement;
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.
- 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 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.
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 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.
- NOTIFICATION AND FEES
3.1. The Introduction Fee calculated in accordance with clause 3.4 below is payable when a Client engages the Applicant within a period of 12 calendar months from the date of the Introduction.
3.2. The Client agrees to pay the Agency’s fee within 14 days of the date of invoice.
3.3. The Agency reserves the right to charge a late payment penalty of £75 for each 7 day period, or part thereof, where invoiced amounts remain unpaid for more the 30 days after the due date of the invoice.
3.4. The Introduction Fee is calculated in accordance with the following Fee Structure based on the Remuneration applicable during the first 12 months of the Engagement.
|£0 to £20,000
£20,001 to £40,000
£40,001 to £60,000
3.5. In the event that the Engagement is for a fixed term of less than 12 months, the fee in clause 3.4 will apply pro-rata. 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.
4.1. If, after an offer has been made and accepted where the Engagement (a) does not commence because the Applicant withdraws their acceptance; or (b) once it has commenced and is terminated by either the Applicant or the Client (except in circumstances where the Applicant is made redundant) before the expiry of 12 weeks from the date of commencement of the Engagement; then subject to the terms of clause 4.2, the fee will be refunded in accordance with the accompanying Scale of Refund set out in the schedule to these Terms of Business.
4.2. In order to qualify for the following refund, the Client must pay the Agency’s fee within 14 days of the date of invoice as agreed and must notify the Agency in writing of the termination of the Engagement within 2 days of its termination.
|Termination Employment||% of introduction fee refunded|
|Within 4 weeks||75%|
|5 to 8 weeks
9 to 12 weeks
There will be no refund where the Applicant leaves during or after the 13th week of the Engagement.
Introductions of Applicants are confidential. If a Client discloses an Applicants 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 Applicant by the third party within 12 months of the Agency’s Introduction of the Applicant to the Client, then the Client will be liable to the Agency for payment of an Introduction Fee calculated in accordance with clause 3.4. Neither the Client nor the third party shall be entitled to a refund of the Introduction Fee under clause 4 in any circumstances.
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.
- 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 to work in the position which the Client seeks to fill.
6.2. 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.
6.3. 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.
6.4. Notwithstanding clauses 6.1, 6.2 and 6.3, 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.
6.5. To enable the Agency to comply with its obligations under clauses 6.1, 6.2 and 6.3 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.
- CONFIDENTIALITY AND DATA PROTECTION
All information relating to a Applicant is confidential and subject to the Data Protection Act 1998 (“DPA”) and is provided solely for the purpose of providing an introduction or supply of work-seekers 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 DPA 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.
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.