Terms & Conditions
AGREEMENT FOR THE INTRODUCTION OF PERMANENT STAFF
DATE: Date
PARTIES:
1. Spencer Harrington Ltd of 12 Tokenhouse Yard, London EC2R 7AS (“the Company”)
2. Client’s name and address (“the Client”)
1. DEFINITIONS
OPERATIVE PROVISIONS
1. INTERCEPTION
1.1 In this Agreement:
the Commencement Date” means Date and for the avoidance of doubt all the provisions of this Agreement shall be deemed to become effective at this date;
“the Term” means the period of twelve months which this Agreement shall remain in force from the Commencement Date.
“Applicant” means the person introduced by the Company to the Client for an Engagement including any members of the Company’s own staff ;
“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 Company, licence, franchise or partnership agreement; or any other engagement; directly or through a limited company of which he 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 Company to search for an Applicant; or (ii) the passing to the Client of a curriculum vitæ or other information which identifies the Applicant; and which leads to an Engagement of that Applicant by the Client;
“Remuneration” includes base salary, guaranteed 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 The headings in this Agreement are inserted only for convenience and shall not affect its construction.
1.3 Where appropriate words denoting the singular only shall include the plural and vice versa.
1.4 Reference to any statute or statutory provisions includes a reference to the statute or statutory provisions as from time to time to time amended, extended or re-enacted.
2. THE CONTRACT
2.1 These Terms of Business are deemed to be accepted by the Client by virtue of an Introduction to, or the Engagement of an Applicant.
2.2 Unless otherwise agreed in writing by a director of the Agency, these Terms of Business shall prevail over any other terms of business or purchase conditions put forward by the Client.
2.3 No variation or alteration of these Terms of Business shall be valid unless approved in writing by a director of the Agency.
3. NOTIFICATION AND FEES
3.1 The Client agrees:
3.1.1 To notify the Agency immediately of any offer of an Engagement which it makes to the applicant
3.1.2 To notify the Agency immediately that its offer of an Engagement to the Applicant has been accepted and to provide details of the Remuneration to the Agency; and
3.1.3 to pay the Agency’s fee within 21 days of the date of invoice.
3.2 Except in the circumstances set out in clause 5.1 below, no fee is incurred by the Client until the Applicant commences the Engagement when the Agency will render an invoice to the Client for its fees.
3.3 The Agency reserves the right to charge interest on invoiced amounts unpaid for more than 30 days at the current Bank of England base rate +7 % per calendar month until payment is received.
3.4 A minimum charge of £3,500 will apply to any engagement (including where the total annual remuneration is less than £16,500 per annum).
3.5 The fee payable to the Agency by the Client for an Introduction resulting in an Engagement is calculated in accordance with the Fee Structure below on the Remuneration applicable during the first 12 months of the Engagement. VAT will be charged on the fee if applicable.
Annual Salary(£) % Charge
Any salary 25
Retained / Search 30
4. REFUNDS
4.1 In order to qualify for the following refund, the Client must pay the Agency’s fee within 21 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.
4.2 If the Engagement terminates before the expiry of 9 weeks from the commencement of the Engagement (except where the Applicant is made redundant) the fee will be refunded in accordance with the accompanying Scale of Refund set out in the schedule to these Terms of Business.
4.3 Should the Client or any subsidiary or associated Agency of the Client subsequently engage or re-engage the Applicant within the period of 6 calendar months from the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with clause 3.4 above becomes payable, with no entitlement to the refund.
5. INTRODUCTIONS
5.1 Introductions of Applicants are confidential. The disclosure by the Client to a third party of any details regarding an Applicant introduced by the Agency which results in an Engagement with that third party within 12 months of the Introduction renders the Client liable to payment of the Agency’s fee as set out in clause 3.4 with no entitlement to any refund.
5.2 An introduction fee calculated in accordance with clause 3.4 will be charged in relation to any Applicant engaged as a consequence of or resulting from an introduction by or through the Agency, whether direct or indirect, within 12 months from the date of the Agency’s Introduction.
5.3 Where the amount of the actual Remuneration charge 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.
5.4 In the event that any employee of the Agency with whom the Client has had personal dealings accepts an Engagement with the Client within 3 months of leaving the Agency’s employment, the Client shall be liable to pay an introduction fee to the Agency in accordance with clause 3.4.
6. SUITABILITY AND REFERENCES
6.1 The Agency endeavours to ensure the suitability of any Applicant introduced to the Client. Notwithstanding this 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 shall be responsible for obtaining work and other permits if required, for the arrangement of medical examinations and/or investigations into the medical history of any Applicant, and satisfying any medical and other requirements or qualifications required by law of the country in which the Applicant is engaged to work.
7. LIABILITY
7.1 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.
8. LAW
8.1 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales
9. TERMINATION
9.1 Subject to the provisions for earlier termination set out in 10.2 below, this Agreement shall terminate at the expiry of the 6 month term by either party giving the other 1 months’ notice in writing.
9.2 Either party may terminate this Agreement forthwith by notice in writing to the other if the other:
9.2.1 commits a breach of this Agreement which in the case of a breach capable of remedy shall not have been remedied within 14 days of the receipt by the other of a notice from the innocent party identifying the breach and requiring its remedy;
9.2.2 is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the party resulting from such reconstruction or amalgamation if a different legal entity shall agree to
9.3 Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties arising in any way out of this Agreement as at the date of termination and in particular but without limitation the right to recover damages against the other an all other provisions which are expressed to survive this Agreement shall remain in full force and effect.
9.4 In the event of termination the Client is obliged to pay the Company for the supply of personnel prior to the date of termination and should any of the Personnel continue to be retained on an Assignment after the date of termination the Client will continue to pay the relevant fees until any such Assignment shall end.
SCHEDULE: SCALE OF REFUND
1. The following scale of refund only applies in the event that the Client complies with the provisions of clause 3.1 of these Terms of Business.
2. Where the Applicant leaves during the first 9 weeks of the Engagement, a partial refund of the introduction fee shall be paid to the Client in accordance with the scale set out below, subject to the conditions in clause 5.1.
Period the candidate leaves % of introduction fee refunded
Week 1 90%
Week 2 80%
Week 3 70%
Week 4 60%
Week 5 50%
Week 6 40%
Week 7 30%
Week 8 20%
Week 9 10%
3. There will be no refund where the Applicant leaves during or after the 10th week of the Engagement.
In witness the parties hereto have executed this Agreement on the date shown at the beginning of this Agreement
Signed by Name of Client __________________________
For and on behalf of
Company
(the Client)
Date __________________________
Signed by Luke Daynes
(Managing Director) __________________________
For and on behalf of
Spencer Harrington
(the Company)
Date __________________________
