Standard Terms of Business

1.1. In these Terms -

“Client” means the person, firm or corporate body to whom the Employment Agency Introduces a Candidate;

“Candidate” means the person Introduced by the Employment Agency to the Client;

“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended);

“Confidential Information” means any information relating to the content of these Terms, any information

or data relating to a Candidate and any information concerning either Party and relating to its business methods, plans, systems, finances or projects, its trade secrets, its products or services or any other information which is otherwise confidential;

“Data Protection Legislation” means all applicable laws and regulations in the United Kingdom relating to data protection, the processing of personal data and privacy including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the terms “Data Controller “ “Data Processor” “Personal Data”, “Personal Data Breach” and “Processing” shall each have the meanings set out this legislation;

“Engagement” means the direct or indirect engagement, employment or use of the Candidate by the Client, a Group Company or by any Third Party to which the Candidate was Introduced by the Client, whether on a permanent or temporary basis, under a contract of service and “Engages” and “Engaged” will be construed accordingly;

“Group Company” any subsidiary, holding company (as defined by s.1159 of the Companies Act 2006) or associated company (as defined by s.416 of the Income and Corporation Taxes Act 1988);

“Introduction” an introduction of a Candidate to the Client by the Employment Agency in respect of a Vacancy will be deemed to have taken place where the Employment Agency has directly or indirectly provided the Client with any information which identifies the Candidate or where the Client interviews the Candidate and “Introduced” and “Introduces” will be construed accordingly;

“Introduction Fee” shall have the meaning set out in clause 5.2;

“Remuneration” includes base salary and commission earnings;

“Terms” means these terms of business;

“Third Party” means any company or person who is not the Client;

“Vacancy” means the specific role, work or position that the Client requests the Employment Agency to submit candidates for.

1.2. Unless the context otherwise requires, each reference in these Terms to:

• ‘’writing”, and any similar expression, includes a reference to any communication made by email or similar means but excludes by fax;
• the words following the terms “including” “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
• a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
• a "Party" or the "Parties" refer to the parties to these Terms; and
• the headings contained in these Terms are for reference purposes only and will not affect the intended meanings of the clauses to which they relate.

• These Terms constitute the entire agreement between the Employment Agency and the Client in relation to the contingent Introduction of Candidates for permanent or fixed term employed roles. Any introductions which result in the engagement of the Candidate as a contractor or under a contract for services will be governed by the Employment Agency’s Standard Terms of Business Supply of Contractor Services to Clients (a copy of which is available on request).
• The request by the Client that the Employment Agency fulfil a Vacancy or an Introduction or the Engagement of a Candidate by the Client, shall be deemed acceptance of these Terms by the Client.
• These Terms supersede all previous agreements between the Parties and prevail over any other terms of business or purchase conditions put forward by Client, save where expressly agreed by a Director of the Employment Agency.
• The Client authorises the Employment Agency to act on its behalf in seeking persons to fill Vacancies and, if the Client so requests, shall advertise for such a person through such methods as are agreed with the Client and at the Client’s expense.
• For the purposes of these Terms, the Employment Agency acts as an Employment Agency as defined within the Conduct Regulations.

• The Employment Agency shall use reasonable endeavours to Introduce suitable and willing Candidates for each Vacancy. The Employment Agency cannot guarantee that it will find a suitable person for each Vacancy.   
• The Employment Agency shall endeavour to ensure that all Candidates Introduced to the Client are aware of the qualifications required by the Client or imposed by law or any professional body and is willing to work in the position for which they are Introduced.
• The Employment Agency shall use reasonable endeavours to ascertain that the information provided by the Employment Agency to the Client in respect of the Candidate is accurate, but the Employment Agency accepts no responsibility for checking or verifying such information and gives no warranties as to the suitability of Candidates Introduced.

4.1 To enable the Employment Agency to comply with its obligations under Clause 3, the Client undertakes to provide the Employment Agency with details of the Vacancy including:

• the type of work that the Candidate 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 Candidate to possess in order to work in the position;
• any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks.
• the date the Client requires the Candidate to commence work,
• the duration or likely duration of the work;
• the minimum rate of remuneration, payment of expenses and any other benefits that will be offered;
• the intervals of payment of remuneration and
• the length of notice that the Candidate would be entitled to give and receive to terminate employment with the Client.

4.2. The Client agrees that it shall inform the Employment Agency of any information it has that suggests it would be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the position which the Client seeks to fill.

4.3. The Client is responsible for checking the Candidate’s right to work, 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 Candidate, for criminal records and/or background checks, for taking up references  and for satisfying any other requirements, qualifications or permissions required by the law and regulations of the country in which the Candidate is engaged to work.

4.4. The Client acknowledges that it shall be solely responsible for verifying all information relating to the Candidate whether such information has been provided to it by the Employment Agency or directly by the Candidate and for satisfying itself as to the suitability of the Candidate for the Vacancy.   

4.5. The Client agrees to provide written notice (including reasonable supporting evidence) to the Employment Agency within 7 days where it receives details of a Candidate from the Employment Agency which it has already received from any other source. The Client agrees that if no such notice is given by it to the Employment Agency, then in the event the Client Engages the Candidate, the Client shall be liable to pay the Introduction Fee.

4.6. The Client agrees to –

• notify the Employment Agency as soon as possible of any offer of an Engagement which it makes to the Candidate; and
• notify the Employment Agency immediately when its offer of an Engagement to the Candidate has been accepted and to provide details of the employment commencement date and the Candidate’s Remuneration

4.7. The Employment Agency is committed to equal opportunities. The Client shall comply with all relevant employment laws as regards the selection and treatment of Candidates and shall not seek to cause the Employment Agency to, unlawfully discriminate against any Candidate. The Client shall disclose any relevant information requested by the Employment Agency in the event a Candidate makes a complaint to the Employment Agency.

4.8. The Client warrants that it shall not, and shall procure that its employees and agents shall not, pass any information concerning a Candidate to any Third Party.  The Client acknowledges that Introductions of Candidates are confidential and that a failure to comply with this clause 4.8 may cause The Employment Agency to breach the Conduct Regulations and/or the Data Protection Legislation.

4.9. Neither the Client or its Group Companies may solicit, employ or engage (whether directly or indirectly) any employee of the Employment Agency with whom the Client had personal dealings within the previous 12 months, within 6 months of the employee leaving the Employment Agency’s service. If the Client or a Group Company acts in breach of this clause, the Client shall be liable to pay the Introduction Fee to the Employment Agency.

5.1. The Client agrees to pay the Employment Agency the Introduction Fee where it, or any Group Company or Third Party to whom it has provided the Candidate’s details, Engages a Candidate within 12 months of the date of the Introduction.

5.2. The Introduction Fee will be calculated as 20% of the Candidate’s Remuneration applicable during the first 12 months of the Engagement. The Employment Agency will charge VAT on the Introduction Fee.

5.3. Where the amount of the actual Remuneration is not known or disclosed, the Employment Agency will charge a fee calculated in accordance with clause 5.3 on the maximum level of remuneration applicable –

• for the Vacancy; or
• for the type of position the Candidate had been originally Introduced for; or
• for a comparable position in the general marketplace.

5.4. Where the Engagement is for a fixed term of less than 12 months, the Introduction Fee will apply pro-rata.

5.5. Where a fixed term Engagement of less than 12 months is extended, or where the Client re-Engages the Candidate within 6 months from the date of planned or actual termination (as applicable) of the fixed term Engagement, the Client shall pay a further fee up to a total of the Introduction Fee.

5.6. Any charges incurred by the Employment Agency at the Client’s written request in respect of advertising or any other matters will be charged to Client in addition to the Introduction Fee and such charges will be payable whether or not the Candidate is Engaged.

5.7. The Client acknowledges that it has no right to set-off, withhold or deduct monies from sums due to the Employment Agency under or in connection with these Terms.

5.8. The Employment Agency shall raise invoices in respect of the Introduction Fee or other charges payable on the date of commencement of the Candidate’s employment and the Client agrees to pay the amount due within 30 days of the date of the invoice.

5.9. The Employment Agency reserves the right to charge interest on invoiced amounts overdue at the statutory rate as prescribed pursuant to Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 (as may be calculated using the calculator on the website https://www.payontime.co.uk/component/qcpaid?view=qc_paid_log) from the due date until the date payment is received in cleared funds and reserves the right to charge compensation and further recovery costs in accordance with the Late Payment of Commercial Debts Regulations 2013.

6.1. Where the Client meets the conditions set out in clause 6.2, and the employment of the Candidate is terminated by the Client or by the Candidate within the time periods specified below, the Client will be entitled to a rebate of the Introduction Fee as follows –

Duration of Employment | Percentage of Fee to be rebated

• Less than 2 weeks 75%
• 2 weeks to less than 3 weeks 60%
• 3 weeks to less than 4 weeks 50%
• 4 weeks to less than 6 weeks 20%
• 6 weeks or more 0%

6.2. The following conditions must be met for the Client to qualify for a rebate –

• the Client must notify The Employment Agency in writing that the Candidate’s employment has ended within 7 days of notice being given to end the employment or termination (whichever is earlier) together with a reason for the end of the employment; and
• the Candidate’s employment must not have been terminated by reason of redundancy or unlawful or constructive dismissal.

6.3. If the Client re-Engages the Candidate within 12 months of the date of termination, the Client agrees that any rebate paid to the Client under clause 6.1 in respect of that Candidate, will be immediately repaid to the Employment Agency by the Client.

7.1. Nothing in this agreement shall exclude or limit either Parties’ liability to the other for death or personal injury caused by negligence, fraud or fraudulent misrepresentation or any other liability which cannot be excluded by law.

7.2. Neither Party shall be liable to the other Party for any indirect or consequential losses including any loss of profits, loss of business, loss of revenue or loss of anticipated savings howsoever caused or arising, whether due to breach of contract, tort (including negligence) or otherwise.

7.3. The Employment Agency shall not be liable to the Client for any loss or damages of any nature arising as a result of it seeking a Candidate for the Client, the Introduction of a Candidate to the Client by the Employment Agency, the Engagement of a Candidate or the failure of the Employment Agency to Introduce a candidate to the Client.

8.1. These Terms may be terminated with immediate effect by either Party giving written notice to the other Party:

• where the other party commits a material breach of these Terms and, where such breach is capable of being remedied, it is not remedied within 7 days;
• in the event that the other Party goes into liquidation, becomes bankrupt or enters into an arrangement with creditors or has a receiver or administrator appointed or the terminating Party has reasonable grounds to believe the other Party is unable to pay its debts when they become due.

8.2. These Terms may be terminated by either Party for convenience by serving 3 months’ notice in writing. Termination of these Terms shall not affect the Client’s obligation to pay any Introduction Fee or other charges.

8.3. Without prejudice to any rights accrued prior to termination, the obligations within clauses  4.9, 5, 6.3, 7, 9, 10, 11, 12 and 13 will remain in force beyond the cessation or other termination (howsoever arising) of these Terms.

9.1. Each Party undertakes that, except as provided by Clause 9.2 or as authorised in writing by the other Party, it shall:

• keep confidential all Confidential Information;
• not disclose any Confidential Information to any Third Party;
• not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms; and
• ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this clause 9.

9.2. Either Party may disclose any Confidential Information to any sub-contractor or supplier of that Party, any governmental or other authority or regulatory body or any employee or officer of that Party to the extent necessary for the purposes contemplated by these Terms, or as required by law.

9.3. Either party may use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is, or has become, public knowledge through no fault of that Party.

10.1. The parties acknowledge that the Employment Agency is a Data Controller in respect of the Personal Data of Candidates and provides such Personal Data to the Client in accordance with the Data Protection Legislation solely for use in connection with the agreed purpose, being the Introduction of Candidates.

10.2. The Parties acknowledge that the Client is also a Data Controller in relation to the Personal Data of Candidates but the parties are not Joint Controllers (as defined within Data Protection Legislation) save where a specific agreement is made to that effect between the Parties.

10.3. The Parties warrant to each other that any Personal Data relating to a Data Subject, whether provided by the Client, the Employment Agency or by the Candidate, will be used, Processed and recorded by the receiving party in accordance with Data Protection Legislation.

10.4. The Parties each agree to take appropriate technical and organisational measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration or disclosure.

10.5. The Client will comply with the instructions of the Employment Agency as regards the Processing of Personal Data provided to it by the Employment Agency. If the Client requests the disclosure of Personal Data from the Employment Agency, the Client will set out their legal basis for the request of such data and accepts that Employment Agency may refuse to share/transfer Personal Data where, in the reasonable opinion of Employment Agency, doing so would not comply with its obligations under the Data Protection Legislation.

10.6. In the event a Party becomes aware of an actual or any reasonably suspected Personal Data Breach, it will immediately notify the other Party and will provide the other Party 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 other Party reasonably requests relating to the Personal Data Breach.

11.1. Any failure by either Party to enforce at any particular time any one or more of these Terms will not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.

11.2. No provision of these Terms will be enforceable by any person who is not a party to them pursuant to the Contract (Rights of Third Parties) Act 1999.

11.3. No variation or alteration of these Terms will be valid unless approved in writing by the Client and the Employment Agency.

11.4. Nothing in these Terms and Conditions shall create a partnership or agency or the relationship of employer and employee, or other relationship between the Employment Agency and the Client.

11.5. In the event that any part(s) of these Terms or part thereof is declared to be invalid, unlawful, void or unenforceable then such terms or parts shall be severed and the remaining terms and conditions shall continue to be valid and enforceable to the fullest extent of the law.

12.1. Any notice required to be given under these Terms will be delivered by hand, sent by e-mail or prepaid first class post to the recipient at its address specified in these Terms (or as otherwise notified by the Parties from time to time).

12.2. Notices will be deemed to have been given and served –

• if delivered by hand, at the time of delivery if delivered before 5.00pm on a business day or in any other case at 10.00am on the next business day after the day of delivery;
• if sent by e-mail, at the time of dispatch if dispatched on a business day before 5.00 p.m. or in any other case at 10.00 a.m. on the next business day after the day of dispatch; or
• if sent by prepaid first class post, 48 hours from the time of posting.

13.1. These Terms will be construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.