TERMS OF BUSINESS FOR THE INTRODUCTION OF PERMANENT OR FIXED TERM CONTRACT STAFF (TO BE DIRECTLY ENGAGED BY THE CLIENT)
1.1 In these Terms the following definitions apply:
“Agency” – a company, corporation, or other business entity anywhere in the world in which Radley James Holdings Ltd (a private company limited by shares registered in England and Wales with registration number 08885451. Registered address: 6th Floor, New London House, London Street, EC3R 7LP, United Kingdom) owns or controls, directly, an equitable interest representing the right to elect the majority of the directors or persons performing similar functions or, if the law of the applicable jurisdiction does not permit such majority interest, then the maximum allowable under such law. Including but not limited to Radley James Inc, Radley James Pte Ltd, Radley James Europos UAB and Radley James Ltd. (“the Agency”).
“Client” – [Client’s name] Limited (registered company no. [registered company no.]) of [address] (“the Client”) to whom the Candidate is Introduced. For the avoidance of doubt the Client shall also include any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Candidate is Introduced.
“Cancellation Fee” – means the fee payable by the Client to the Agency when the Client withdraws an offer of Engagement made to the Candidate after the Candidate has accepted the offer and which is calculated in accordance with clause 3
“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;
“Client” – 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 UK 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, 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 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 annual salary guaranteed and/or anticipated discretionary bonus/sign on bonus receivable by the Candidate for services rendered to or on behalf of the Client or any third party.
1.2 Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.
1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.
2. THE CONTRACT
2.1 These terms of business and the attached Schedule(s) (“the Terms”) constitute the contract between the Agency and the Client for the supply of permanent or contract staff (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.
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 prevail over any other terms of business or purchase conditions (or similar) 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 a Director of 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.
2.4 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.
3. NOTIFICATION AND FEES
3.1 The Client agrees to:
3.1.1 notify the Agency immediately of the terms of any offer of an Engagement which it makes to the Candidate;
3.1.2 notify the Agency immediately that its 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
3.1.3 pay the Introduction Fee, to be calculated in accordance with the provisions of this clause 3, by the due date for payment in clause 3.5.
3.2 The Introduction Fee calculated in accordance with clause 3.3 below is payable if the Client Engages the Candidate within the period of 12 calendar months from the date of (a) the Introduction, (b) the Client’s withdrawal of an offer of Engagement or (c) the Candidate’s rejection of an offer of an Engagement, (whichever is the later).
3.3 The Introduction Fee is the amount equal to 25% of the Remuneration applicable during the first 12 months of the Engagement.
3.4 If the actual Remuneration is not provided by the client, the Agency will charge an Introduction Fee calculated in accordance with clause 3.3 based on its determination of the Remuneration taking into account the market rate level of remuneration applicable for the position in which the Candidate has been Engaged and with regard to any information supplied to the Agency by the Client and/or comparable positions in the market generally.
3.5 The Client’s obligations under this clause 3 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.
3.6 The Fee shall be payable within Thirty (30) days of the date of the Agency’s invoice which shall be rendered once the Candidate commences the Engagement.
3.7 VAT is charged at the standard rate on all fees.
3.8 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 1.5% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.
4.1 Once the candidate’s employment has commenced, a replacement candidate or a refund will be payable in accordance with the below schedule if terminated by either the Candidate or the Client (except in circumstances where the Candidate 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 Agency will source a replacement or provide a refund of the introduction Fee in accordance with the accompanying Scale of Refunds set out in the Schedule attached to these Terms.
SCHEDULE: SCALE OF REFUND
- The following scale of refund only applies in the event that the Client complies with the provisions of clauses 3.1, 3.6, 4.1 and 4.2 of these Terms.
- Where the Candidate ceases working for the Client during the first 12 weeks of the Engagement (except where the Candidate is or will be made redundant), unless an agreement has been reached for a replacement Candidate to be sourced at no further fee, a refund of the Fee shall be paid to the Client in accordance with the scale set out below, subject to the conditions in clause 4.1 and 4.2,
|Week in which the Engagement terminates in accordance with clause 4.2;||Introduction fee refunded|
|1 – 4 Weeks||75% of fee|
|5 – 8 Weeks||50% of fee|
|9 – 12 Weeks||25% of fee|
There will be no refund where the Candidate’s Engagement is terminated by the client (or the Engagement would have terminated but for any period of garden leave or payment in lieu of notice) from the 13th week of the Engagement.
4.2 In order to qualify for the refund set out in clause 4.1, then the Client must comply with the provisions of clause 3.5 and must notify the Agency in writing of the termination of the Engagement or the non-commencement of the Engagement within 7 days of its termination or non-commencement.
4.3 For the purposes of this clause 4 the date of termination of the Engagement shall be the date on which the Candidate ceases working or would have ceased working for the Client, but for any period of garden leave or payment in lieu of notice, whichever is the later.
4.4 If subsequent to the Client receiving a refund the Candidate is re-Engaged within a period of 12 calendar months from the date of termination then the refund shall be repaid to the Agency. The Client shall not be entitled to any further refunds in relation to the re-Engagement of this Candidate.
5. CONFIDENTIALITY AND DATA PROTECTION
5.1 All information relating to a Candidate is confidential and subject to The Data Protection Act (DPA) 2018, and provided solely for the purpose of providing work-finding services to the Client. Such information must not be used for any other purpose. In addition, information relating to each party’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.
5.2 The parties acknowledge that they are Data Controllers as defined in the DPA 2018 in the provision of and receipt of recruitment services under these Terms of Business.
5.3 Each party agrees that it will at all times comply with DPA 2018 (or its successor or equivalent in a relevant jurisdiction), its obligations as a Data Controller, and will only process Personal Data of the other party’s personnel shared between the parties to the extent necessary to comply with their contractual obligations under these Terms of Business.
5.4 The Agency will share Personal Data of candidates with the Client upon the introduction of a candidate for a vacancy and the Client agrees that it shall process such Personal Data pursuant to a vacancy on the following basis;
5.4.1 to assess the suitability of the candidate for interview
5.4.2 to interview a candidate, and or
5.4.3 to make a decision to offer or reject a candidate.
5.5 The Agency will inform the candidate that it will share his/her Personal Data with the Client to process such Personal Data for the above purposes. It is acknowledged that the Client processes such Personal Data in pursuit of its legitimate interest in filling vacancies. The Client will not process Personal Data of a candidate other than in accordance with this Terms of Business unless it has given Agency and the candidate prior written notice of its intended processing (including obtaining any required consent from the candidate) and will at all times comply with the requirements of DPA 2018.
5.6 The Agency will not request and or process, and Client will not request, any Sensitive Personal Data (defined in DPA 2018) or Special Category Data (referred to as “Sensitive Data”) from any candidate whom it introduces to the Client, other than to ensure compliance with the Equality Act 2010.
5.7 Each party shall take appropriate technical and organisational measures to ensure the adequate protection of Personal Data shared by the other party under these Terms of Business against loss, alteration, destruction, damage or disclosure. A party who receives Personal Data under these Terms of Business will notify the other party of any personal data breach (or suspected breach) which affects such Personal Data and will provide such details as may be reasonable requested in respect of the personal data breach.
5.8 Each party shall remain liable for their own breaches of DPA 2018 committed by their personnel and or their sub-contractors. A party in breach of DPA 2018 or otherwise in breach of the terms of this Terms of Business shall hold the other party harmless from and against any loss, damage, expenses, reasonable legal costs, fines, penalties, interest, and any other liability arising in respect of such breach unless and to the extent that the other party has caused or contributed to such breach. Each party shall notify the other party of any investigation or complaint made by a Candidate or any supervisory body in connection with access to, the processing of, security of, or storage of Personal Data of a Candidate introduced under these Terms of Business and in connection with a vacancy and the parties shall co-operate with each party where reasonably required in order to address any investigation and or complaint.
6.1 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.
6.2 The Client is responsible for complying with all local labour and tax regulations including, but not limited, permission to work, statutory deductions, authorisations, sponsorship, residency, visas and work permits as may be required by the law of the country in which the Candidate is Engaged to work.
7.1 All notices which are required to be given in accordance with this Agreement 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.
8. FORCE MAJEURE
8.1 Neither Party will be liable for the performance of this contract if a delay or temporary suspension of services is due to a Force Majeure event which has occurred beyond the reasonable control of either party.
8.2 Where the Force Majeure event impacts the performance of this contract, the non-performing party agrees to notify the other party in writing as soon as practically possible of such an event and no later than 3 days.
8.3 The non-performing party shall include in its notice an anticipated duration for the non-performance and agrees to keep the other party updated with any developments relevant to the other party, including any changes to the anticipated duration of non-performance.
8.4 Termination of the contract due to a Force Majeure event will only be valid if both parties have agreed to termination in writing.
9.1 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.
10. GOVERNING LAW AND JURISDICTION
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.