1. DEFINITIONS

1.1 In these Terms the following definitions apply:

“Consultant” Viktorija Daugvilaviciute

“Candidate” means the person Introduced by the Consultant 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 Consultant’s own staff;

“Client” means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to which the Candidate is Introduced;

“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 or temporary basis, whether under a contract of service or for services; under an agency, license, 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;

“Engagement Termination Date” means the date the employment of the Candidate terminates, following any length of notice required and as detailed in the employment contract between the Client and the Candidate.

“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 Consultant 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 Consultant for an introduction resulting in an Engagement calculated as 15% of the Salary but subject to the provisions of clause 5.4;

“Salary” means the Applicant's gross annualised basic salary (before tax and other deductions) in connection with the first year of the Engagement including (without limitation) allowances and market supplements provided that where such Salary is not known or not disclosed by the Client to the Consultant, Consultant may take as such Salary the Applicant's desired annualised income as disclosed from the records of the Consultant. For direct engagements that are part time or expected to be shorter than 12 months the Applicant’s salary will be annualised to a 12 month full time equivalent salary and this gross annual salary will be used to calculate the Introduction Fees. Where actual salary information is not provided by the client full time will be considered as 52 weeks of 37.5 hours per week or 52 weeks of 5 days;

“Vulnerable Person” means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen.

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 included Schedule (“the Terms”) constitute the contract between the Consultant 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 varied in accordance with clause

2.3 below or superseded by a later agreement agreed in signed writing by the authorised representatives of the Client and Consultant, 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 the Consultant and the Client and are set out in writing signed by an authorised representative of the Consultant and Client.

2.4. The Consultant 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. PROVISION OF INFORMATION

In order to enable the Consultant to locate suitable Candidates the Client with promptly provide the following information to the Consultant:

3.1. An executive summary of the Company including its areas of operation, samples of their work etc.

3.2. A detailed description of the Position including salary, benefits, conditions of employment, place of work and any other relevant information.

3.3.A detailed description of the desired applicant.

 

4. OBLIGATIONS OF THE CONSULTANT / RECRUITER

4.1. The Consultant will use their best endeavours to locate a suitable Candidate and Present this Candidate to the Company.

4.2. The Consultant will use their skills, experience in recruitment and human resources (HR) as well as industry knowledge to locate, screen, interview and test Candidates.

4.3. Specialists tests such as drug-testing, background checks and credit checks are NOT performed by the Consultant

 

5. FEES

5.1. The Client agrees to:

5.1.1. notify the Consultant immediately (within 2 business days) of the terms of any offer of an Engagement which it makes to the Candidate;

5.1.2. notify the Consultant immediately (within 2 business days) that its offer of an Engagement to the Candidate has been accepted and to provide details to the Consultant of the Salary agreed with the Candidate together with any documentary evidence as is reasonably requested by the Consultant; and

5.1.3. pay the Introduction Fee of 15%.

5.1.4. inform the Consultant within 5 business days of receiving a CV, if it has been previously received from another source. After 5 business days the Consultant assumes the Introduction.

5.1.5. if the client wishes, the recruiter would be able to look after the clients pipeline (CV pre-screening, telephone pre-screening, interview arrangement, feedback communication) and the client would be charged £30 per hour the recruiter has worked (all information on hours worked are accounted for) 

5.2. The Introduction Fee is payable if the Client Engages the Candidate within the period of 6 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).

5.3. Intentionally deleted.

5.4. In respect of permanent placements, a minimum Introduction Fee of £2500 applies to all Engagements, irrespective of Salary or structure set out in the Rate Card.

5.5. For temporary/contract placements where it is agreed that the Applicant is to be supplied by the Consultant, the Consultant and Client will enter into a contract ("Agreement for the Supply of Services") and for the avoidance of doubt in that event the Agreement for the Supply of Services shall take precedence and prevail (in case of conflict) over these Terms and Conditions.

5.6. The Client’s obligations under this clause 5 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.

5.7. The Introduction Fee shall be payable within 30 days of the date of the Consultant’s invoice which shall be rendered on the date at which the Candidate starts an employment with the Client.

5.8. VAT is charged at the standard rate on all fees.

5.9. The Consultant reserves the right to charge interest on invoiced amounts unpaid by the due date at the rate of 2% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.

 

6. INTRODUCTIONS TO THIRD PARTIES

6.1 Introductions of Candidates are confidential. If a Client discloses a Candidate’s 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 Candidate by the third party within 6 months of the Consultant’s Introduction of the Candidate to the Client, then the Client will be liable to the Consultant for payment of an Introduction Fee in accordance with clause 5. Neither the Client nor the third party shall be entitled to a refund of the Introduction Fee under clause 6 in any circumstances.

 

7. SUITABILITY CHECKS

7.1. The Consultant endeavours to ensure the suitability of Candidates Introduced to the Client to work in the position which the Client seeks to fill by taking reasonably practicable steps to ensure that it would not be detrimental to the interests of either the Client or the Candidate; ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body; and confirm that the Candidate is willing to work in the position and obtain confirmation of the Candidate’s identity; and that the Candidate 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.

7.2. Notwithstanding clause 8 the Client shall be obliged to satisfy itself as to the suitability of the Candidate for the position they are seeking to fill. The Client is responsible for taking up any references provided by the Candidate before Engaging the Candidate; checking the Candidate’s right to work and obtaining permission to work as may be required by the law of the country in which the Candidate is Engaged to work; the arrangement of medical examinations and/or investigations into the medical history of any Candidate; and satisfying any medical and other requirements, qualifications or permission required for the Candidate to work in the Engagement.

7.3. To enable the Consultant to comply with its obligations under 7.1 above the Client undertakes to provide to the Consultant details of the position which the Client seeks to fill, 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 the Engagement; the duration or likely duration of the Engagement; 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 Candidate would be entitled to give and receive to terminate their employment with the Client.

7.4. Where the Candidate is Introduced for a position which involves working with, caring for or attending a Vulnerable Person the Consultant shall, in addition to the obligations in clause 7.1, take reasonably practicable steps to: obtain confirmation of the Candidate’s identity; obtain confirmation that the Candidate 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 obtain and offer to provide copies to the Client of two references from persons who are not relatives of the Candidate and who have agreed that the references they provide may be disclosed to the Client; and any relevant qualifications or authorisations of the Candidate. If the Consultant has taken all reasonably practicable steps to obtain such information and has been unable to do so fully it shall inform the Client of the steps it has taken to obtain this information in any event.

 

8. CONFIDENTIALITY AND DATA PROTECTION

8.1. All information relating to a Candidate is confidential and subject to the General Data Protection Regulation (‘GDPR’) (Regulation (EU) 2016/679) and is provided solely for the purpose of providing work-finding services 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 GDPR in receiving and processing the data at all times. In addition information relating to the Consultant’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.

 

9. LIABILITY

9.1. Neither party shall be liable under any circumstances for any indirect or consequential losses.

9.2. To the extent permitted by law, each party’s total maximum aggregate liability to the other party under or in connection with this Agreement, any collateral contract, whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the greater of £100,000 or two times the Introduction Fee.

 

10. NOTICES

10.1. Either party may terminate this Contract at any time, upon presentation of a thirty 30) days notice given to the other party.

10.1.1. Any outstanding amounts owed to the Consultant shall be paid no later than their applicable due date or within thirty days of the Termination Date (if no other due date has previously been established).

10.2. All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally via email 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, or by email 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 transmission, when that email is sent provided a delivery failure notice is not received.

 

11. REBATES

11.1. In the event that the Engagement of a Candidate Introduced by the Consultant under an assignment shall be terminated within 90 days of the start of the Engagement, then the Consultant shall endeavour to find a replacement at no extra cost to the Client. The Consultant will be entitled to a 4 week exclusivity period to source a suitable replacement, during which time the Client will not engage the services of a third party to source candidates for the replacement position without the prior agreement in writing of the Consultant. For this purpose, a suitable replacement is an individual whose profile, skills, qualifications and experience match the job specification of the role which the Candidate filled.

11.2. If the Consultant is unable to find a suitable replacement after the conclusion of this 4 week period then, provided that:

• The Client has paid the Introduction Fee by the due date and in accordance with these terms; and

• No sums, whether relating to the Candidate or otherwise, are due to the Consultant from the Client; and

• The Client has notified the Consultant in writing within 5 business days of the termination of the Engagement; and

• The Client has adhered to the provision of 4 weeks’ exclusivity to the Consultant to find a suitable replacement; and

• For six calendar months following the termination of the Engagement, the Client does not re-engage with Candidate; and

• The termination of the Engagement is lawful, in accordance with the terms of the employment contract between the Client and the Candidate or, in the absence of such a contract, in compliance with any minimum notice requirements under statute, and reasonable and not by reason of redundancy or by alteration of the original job specification.

11.3 The Client shall be entitled to a rebate of a proportion of the Introductory Fee depending on when the Engagement Termination Date occurs as follows:

Where the Engagement Termination Date is:

• Up to 14 days from the start date of the Candidate Employment - 100%

• 15 to 30 days from the start date of the Candidate Employment - 75%

• 31 to 60 days from the start date of the Candidate Employment - 50%

• 61 to 90 days from the start date of the Candidate Employment - 25%

​

12. SEVERABILITY

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.

 

13. WAIVER

No waiver of any breach shall constitute a waiver of that or any future breach or of any right or remedy of either party in that respect or preclude or restrict the further exercise of that or of any other right or remedy.

 

14. SURVIVAL

The rights and obligations of the parties which by their nature are intended to survive termination or expiry of this Agreement shall remain in full force and effect after such termination or expiry: Clause 6, Clause 8, Clause 9.

 

15. FORCE MAJEURE

Neither party shall be in breach of this Agreement nor liable for any failure or delay in performance of any obligations under this Agreement arising from or attributable to acts, events or circumstances beyond its reasonable control including, but not limited to, Acts of God, fire, flood, storm, tornado, earthquake, war, terrorist attack, civil war, civil commotion, riots, interruption or failure of a utility service, strikes or labour disputes (but not where they involve the Consultant’s employees) or government action (but not regulatory or legislative change) (a “Force Majeure Event”). The affected party shall use reasonable endeavours to mitigate the effect of the Force Majeure Event and to resume the performance of its obligations, in whole or in part, as soon as reasonably practicable.

 

16. GOVERNING LAW AND JURISDICTION

These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.