CLIENT TERMS OF BUSINESS FOR THE INTRODUCTION OF PERMANENT AND FIXED TERM CONTRACT 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. This includes all Public Sector and Third Sector organisations.
“Agency” means Robertson Bell Ltd. Registered Office Address: 3rd Floor, 16 Upper Woburn Place, London WC1H 0BS.
“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended);
“Data Protection Legislation” means all applicable laws and regulations, as amended or updated from time to time, in the United Kingdom relating to data protection, the processing of personal data and privacy, including without limitation,(a) the Data Protection Act 1998; (b) (with effect from 25 May 2018) the General Data Protection Regulation (EU) 2016/679; (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications); and (d) any legislation that replaces or converts into United Kingdom law the General Data Protection Regulation (EU) 2016/679, the proposed Regulation on Privacy and Electronic Communications or any other law relating to data protection, the processing of personal data and privacy resulting from the United Kingdom leaving the European Union;
“Data Controller” means (i) “data controller” in the Data Protection Act 1998 in respect of processing undertaken on or before 24 May 2018; and (b) “controller” in accordance with the General Data Protection Regulation (EU) 2016/679 in respect of processing undertaken on or after 25 May 2018;
“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, Insight video or information which identifies the Applicant; and which leads to an Engagement of that Applicant;
“Personal Data” means as set out in, and will be interpreted in accordance with Data Protection Legislation;
“Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed in connection with these Terms or which relates to any Candidate and, where applicable, to any Representative;
“Process” means as set out in, and will be interpreted in accordance with Data Protection Legislation and “Processed” and “Processing” will be construed accordingly;
“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 £6000 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 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.
3. NOTIFICATION AND FEES
3.1 For Fixed Term Contracts and Contingent Permanent recruitment, a fee shall become payable by the Client on the day the Applicant accepts the offer of the Engagement whether such an offer shall be conditional or not. If, after acceptance of an offer of Engagement but prior to the Applicant commencing the Engagement, the Client decides for any reason, which is outside the control of the Agency, not to proceed with the Engagement, it shall still be liable to pay the Agency the applicable Introduction fee as detailed below. The Client agrees to notify the Agency forthwith upon the Engagement by the Client of an Applicant Introduced by the Agency and, if so requested by the Agency, will provide copies all terms of such Engagement.
On a Retained Search Assignment, fees will be as follows;
(i) a Retainer Fee upon acceptance of Client’s instructions. This fee is non refundable
(ii) a Shortlist Fee is payable upon presentation by the Agency of a minimum of 3 candidates who in the reasonable opinion of the Agency meet the agreed specification. This fee is non refundable
(iii) a Completion Fee which incorporates the Total Fee based on the actual gross remuneration of the Applicant as set out below, minus the Retainer Fee and Shortlist Fee (if levied) and is payable on the day the Applicant accepts the offer of the Engagement whether such an offer shall be conditional or not. If, after acceptance of an offer of Engagement but prior to the Applicant commencing the Engagement, the Client decides for any reason, which is outside the control of the Agency, not to proceed with the Engagement, it shall still be liable to pay the Agency the Completion Fee. The Client agrees to notify the Agency forthwith upon the Engagement by the Client of an Applicant Introduced by the Agency and, if so requested by the Agency, will provide copies all terms of such Engagement.
Note: Where the precise Remuneration is not known in advance, the Remuneration will be estimated for the purposes of the Retainer and Shortlist Fees. The Completion Fee will be based on the actual Remuneration and any necessary adjustments.
The percentage of the Applicants first year’s Gross Remuneration will be as follows:
|Retained Search Assignments||GrossRemuneration to £24,999||Gross Remuneration from £25,000 – 39,999||Gross Remuneration from £40,000 upwards|
|Contingent Recruitment & FixedContracts (Introduction Fee)||Gross Remuneration to £24,999||Gross Remuneration from £25,000 – 39,999||Gross Remuneration from £40,000 upwards|
Please note that a minimum fee applies for permanent and fixed term contract roles, whether full or part-time of £3,500.
For Fixed Term Contracts where the Engagement is more or less than 12 months, the fee will apply pro-rata. If the Engagement is extended beyond the initial Fixed Term, an additional Introduction fee will be payable (subject to the same conditions and is calculated, in each extension, as if it is a new contract). Fees will be payable as a result of the Engagement of an Applicant notwithstanding the fact that the Engagement may not comply with the Client’s original requirements. In the event that more than one Applicant is Engaged by the Client, then the Client shall pay an Introduction Fee, as detailed above, in respect of each Applicant. If the Agency provides an advertising service to the Client, all prior-agreed advertising costs, travel and interview expenses will be charged to the Client as incurred, and the Client will pay the agreed artwork costs incurred by the Agency.
3.2 The fee for Part Time roles will be exactly the same as the Full Time role for Fixed Term Contracts, Contingent Permanent recruitment, and Retained Search Assignment.
3.3 Payment Terms: All monies due shall be paid by the Client within fourteen days of the invoice date. In the event of late payment, the Agency reserves the right to charge interest on invoiced amounts unpaid for more than 14 days at the rate of 8% per annum above the base rate of the Bank of England from the due date until the date of payment. Where applicable, VAT will be charged at the appropriate rate.
4.1. In order to qualify for the refund in clause 4.2, the Client must pay the Agency’s fee within 14 days of the date of invoice and must notify the Agency in writing of the termination of the Engagement within 7 days of its termination. The termination must also not be due to redundancy, corporate restructure, change of management/job description, pregnancy, illness or injury.
4.2. For Permanent recruitment, if the Engagement terminates before the expiry of 8 weeks from the commencement of the Engagement (except where the Applicant is made redundant) a refund of one eighth will be allowed against the Agency’s fee for each complete week of the initial 8 week period not worked by the Applicant.
4.3. For Fixed Term Contract recruitment, if the Engagement terminates before the end of the Contract period, there shall be no entitlement to a refund under any circumstances.
4.4. In circumstances where clauses 6.1 and 6.2 applies the Introduction Fee stated in clause 3.1 is payable and there shall be no entitlement to a refund.
5. CANCELLATION FEES
5.1 If a Retained Search Assignment is cancelled or deemed by the Agency to be inactive beyond a period of 8 weeks, then in addition to the Retainer Fee and Shortlist Fee (if levied), the Client shall pay a cancellation fee of 10% of the stated Remuneration, plus all agreed advertising costs and travel expenses.
5.2 An advertisement may only be cancelled on sufficient notice to enable the Agency to withdraw the advertisement.
6.1 Introductions of Applicants are confidential. The Client shall pay the Introduction Fee in accordance with clause 3.1 if within twelve months of the date on which the Client was last Introduced to the Applicant by the Agency,
(i) the Client employs or Engages any Applicant, in any capacity, either directly, or via and employment business, or employment agency; or
(ii) the Client uses or claims to use the services of any Applicant, in any capacity, otherwise than through the Agency whether facilitated directly by the Client or Applicant, including, but not limited to outsourcing, or corporate restructuring; or
(iii) the Client Engages any Applicant as a direct or indirect result of any Applicant responding to an internal or external advertisement published by the Client, or any of its representatives or agents.
6.2 If the Client Introduces or re-introduces an Applicant to another person, firm, body, or corporation associated with it resulting in the Engagement of the Applicant by that person, firm, body or corporation within twelve months of the last Introduction date, the Client shall pay the Introduction Fee in accordance with clause 3.1.
6.3 Where the amount of the actual Remuneration is not known the Agency will charge a fee calculated in accordance with clause 3.1 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; and that the Agency agrees to obtain the Applicant’s confirmation 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. The Client shall immediately inform the Agency should there be any reason or circumstance under which it would be detrimental to the interests of the Agency, the Client of the Applicant for the Applicant to take up a position with the Client.
7.2 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.
7.3 Notwithstanding clauses 7.1 and 7.2 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.
7.4 To enable the Agency to comply with its obligations under clauses 7.1 and 7.2 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.
8. SPECIAL SITUATIONS
8.1 Where the Applicant is required by law, or any professional body to have any qualifications to work in the position which the Client seeks to fill the Agency will take all reasonably practicable steps to obtain copies of any relevant qualifications or authorisations of the Applicant. 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.
9. DATA PROTECTION
9.1 For the purposes of this clause 9 “Data Subject” means as set out in, and will be interpreted in accordance with Data Protection Legislation. For the avoidance of doubt, Data Subject includes Candidate.
9.2 The parties hereto acknowledge that Employment Agency is a Data Controller in respect of the Personal Data of Candidate and provides such Personal Data to Client in accordance with the Data Protection Legislation for the purposes anticipated by these Terms.
9.3 The parties hereto acknowledge that Client is a Data Controller but the parties hereto are not Joint Controllers (as defined within Data Protection Legislation) save where a specific agreement is made to that effect between the parties hereto.
9.4 The parties hereto warrant to each other that any Personal Data relating to a Data Subject, whether provided by Client, Employment Agency or by Candidate, will be used, Processed and recorded by the receiving party in accordance with Data Protection Legislation.
9.5 The parties hereto will take appropriate technical and organisational measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration or disclosure.
9.6 Client will
a) comply with the instruction of the Employment Agency as regards the transfer/sharing of data between the parties hereto. If Client requires Personal Data not already in its control to be provided by Employment Agency, Client will set out their legal basis for the request of such data and accept that Employment Agency may refuse to share/transfer such Personal Data where, in the reasonable opinion of Employment Agency, it does not comply with its obligations in accordance with Data Protection Legislation;
b) not cause Employment Agency to breach any of their obligations under the Data Protection Legislation.
9.7 In the event Client becomes aware of an actual or any reasonably suspected Personal Data Breach, it will immediately notify Employment Agency and will provide Employment Agency with a description of the Personal Data Breach, the categories of data that was the subject of the Personal Data Breach and the identity of each Data Subject affected and any other information the Employment Agency reasonably requests relating to the Personal Data Breach.
9.8 In the event of a Personal Data Breach, Client will promptly (at its own expense) provide such information, assistance and cooperation and do such things as Employment Agency may request to
a) investigate and defend any claim or regulatory investigation
b) mitigate, remedy and/or rectify such breach; an
c) prevent future breaches.
and will provide Employment Agency with details in writing of all such steps taken.
9.9 Client will not release or publish any filing, communication, notice, press release or report concerning any Personal Data Breach without the prior written approval of Employment Agency.
9.10 Client agrees it will only Process Personal Data of Candidate for the agreed purpose that is introduction for a Vacancy pursuant to these Terms.
9.11 Client will provide evidence of compliance with clause 9 upon request from Employment Agency.
9.12 Client will indemnify and keep indemnified Employment Agency against any costs, claims or liabilities incurred directly or indirectly by Employment Agency arising out of or in connection with any failure to comply with clause 9.
10.1 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.
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