1.1 The Terms constitute the contract between the Company and the Client for the supply of permanent or contract staff (to be engaged directly by the Client).
1.2 The Terms will be deemed to have been accepted by the Client when any of the following occurs: (1) an Introduction; or (2) the Engagement of a Candidate; or (3) the passing by the Client of any information about a Candidate to any third party following an Introduction.
2. NOTIFICATION AND FEES
2.1. The Client agrees to:
2.1.1. notify the Company in writing immediately of the terms of any offer of an Engagement which it makes to the Candidate;
2.1.2. notify the Company immediately that its offer of an Engagement to the Candidate has been accepted and to provide details to the Company of the Remuneration agreed with the Candidate together with any documentary evidence as requested by the Company; and
2.1.3 pay to the Company the Introduction Fee as calculated in accordance with clause 2.2 within 14 days of the date of the Company’s invoice which shall be rendered once the Candidate commences the Engagement or in the case of a Retained Assignment as set out in clause 3.1.
2.2. The Introduction Fee is calculated as 30% of the Remuneration. VAT will be charged on the Introduction Fee.
2.3. Where the actual Remuneration is not clearly communicated to the Company in accordance with 2.1.1 or not known, the Company will charge an Introduction Fee 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 Company by the Client and/or comparable positions in the market generally.
2.4. The Introduction Fee will become payable to the Company if:
2.4.1. the Client Engages the Candidate within the period of 12 calendar months from the date of:
18.104.22.168. the Introduction;
22.214.171.124. he Client’s withdrawal of an offer of Engagement;
126.96.36.199. the Candidate’s rejection of an offer of Engagement;
188.8.131.52. the Candidate’s rejection of an offer of Engagement;
184.108.40.206. the last communication whether written or oral between the Company and the Client relating to the Candidate
whichever is later; or
2.4.2.the Client discloses a Candidate’s details to a third party which results in the engagement, employment or use (on a permanent or temporary basis, whether under a contract of service or for service, under an agency, licence, franchise, partnership or any other agreement)of the Candidate by such third party or any entity within the same corporate group within 6 months of the Company’s Introduction of the Candidate to the Client; or
2.4.3. the Candidate’s Introduction or Engagement results in additional or multiple hires from the Candidate’s previous employer within 12 calendar months of the Candidate’s Introduction. Each subsequent Introduction will be deemed to have been made by the Company.
2.5. The Company reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on any unpaid sums not received within 14 days of the date of the Company’s invoice at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment. The Company is entitled to pursue legal action against the Client where payment is not received within 14 days of the date of the invoice.
2.6. The Client’s obligations under this clause 2 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.
3. RETAINED ASSIGNMENTS
3.1. Where the Company is engaged on a Retained Assignment, the Introduction Fee (as calculated at clause 2.2) will be payable in three stages:
3.1.1. On commencement of the Retained Assignment: 33%
3.1.2. Upon presentation by the Company to the Client of a minimum of three Candidates which in the reasonable opinion of the Company meet the specification agreed between the Client and the Company at the commencement of the Retained Assignment: 33%
3.1.3. On commencement of the Engagement: 33%
3.2. The payments referred to in clauses 3.1.1 and 3.1.2 will be based on Remuneration or, if unknown, the estimated Remuneration as calculated in accordance with clause 2.3.
3.3. The payment at 3.1.1 is non-refundable in any circumstance.
3.4. In the event that the Retained Assignment is cancelled by the Client or the Client completes the assignment via another source (internally or externally) or in the reasonable opinion of the Company materially alters the specification then in addition to the fees set out at clause 3.1, the Client shall pay an additional fee of 10% of the Remuneration or, if unknown, the estimated Remuneration as calculated in accordance with clause 2.3.
4. FIXED TERM CONTRACTS
4.1. Where, prior to the commencement of the Engagement, the Company and the Client agree that the Engagement will be on the basis of a fixed term of fewer than 12 months, the Introduction Fee will apply pro-rata.
4.2. If the Client: (a) extends the Engagement beyond the initial fixed term; or (b) re-Engages the Candidate within 6 months calendar months from the date of termination of the agreed period of the fixed term Engagement, then the Client shall be liable to pay a further Introduction Fee based on the additional Remuneration applicable for: (a) the extended period of Engagement; or (b) the period of the second and any subsequent Engagement rounded up to the nearest whole month, subject to the Client not being liable to pay a greater sum in Introduction Fees than the Client would have been liable for under clause 2.2 had the Candidate first been Engaged for 12 months or more.
5.1. Subject to clause 3.3, if, after an offer of Engagement has been made and accepted by the Candidate, the Engagement either (a) does not commence because the Candidate withdraws his or her acceptance; or (b) has commenced but is terminated by either the Candidate or the Client (except in circumstances where the Candidate is dismissed as redundant) before the expiry of 3 calendar months from the date of commencement of the Engagement; then subject to the terms of clauses 4.2 and 4.3 the Company will refund the Client the following proportion of the Introduction Fee:
5.1.1. If the Engagement does not commence because the Candidate withdraws or terminates within the first month from the date of commencement: 100%
5.1.2. If the Engagement terminates after the first month but before the end of the second month fromthe date of commencement: 75%
5.1.3. If the Engagement terminates after the second Month but before the end of the third month fromthe date of commencement: 50%
5.1.4. If the Engagement terminates after the third month or would have terminated but for any period of garden leave or payment in lieu of notice from the date of commencement: 0%
5.2. The refund at clause 4.1 is subject always to the following conditions being met:
5.2.1. the Client’s compliance in full with the provisions of clause 2.1;
5.2.2. the Client’s notification to the Company in writing to email@example.com of the termination of the Engagement or the non-commencement of the Engagement within 2 days of its termination or non-commencement.
5.3 In circumstances where clause 2.4.2 or 3.2 applies, the full Introduction Fee is payable and the neither the Client nor any third party will have any entitlement to a refund.
5.4. If subsequent to the Client receiving a refund the Candidate is re-Engaged within a period of 6 calendar months from the date of termination then the refund shall be repaid to the Company. The Client shall not be entitled to any further refunds in relation to the re-Engagement of this Candidate.
5.5. For the purposes of this agreement the date of termination of the Engagement shall be the date on which the Candidate ceases working.
6.1. The Company shall endeavour to:
6.1.1. ensure that the suitability of any Candidate Introduced to the Client by a variety of means including (but not limited to) obtaining confirmation: (1) of the Candidate’s identity, (2) that the Candidate has the experience, training, qualifications and any other authorisation as required by law or by any professional body, (3) that the Candidate is willing to work in the position which the Client seeks to fill. However, for the avoidance of doubt, the Company makes no warranty express or implied as to the suitability of any Candidate Introduced to the Client;
6.1.2. take all such steps as are reasonably practicable to ensure that: (1) the Client and the Candidate are aware of any requirements imposed by law or any professional body to enable the Candidate to work in the position which the Client seeks to fill (unless agreed in writing with the Client, and (2) it would not be detrimental to the interests of either the Client or the Candidate for the Candidate to undertake the position the Client seeks to fill; and
6.1.3. maintain a high standard of service and integrity.
6.2. The Client is responsible for:
6.2.1. evaluating references provided by the Company;
6.2.2. verifying that the Candidate has the experience, training, qualifications and any authorisation which may be required by law or by any professional body;
6.2.3. obtaining work permits and/or such other permissions to work as may be required;
6.2.4. arranging medical examinations and/or investigations into medical history of the Candidate and satisfying any medical and other requirements;
6.2.5. providing to the Company details of the position which the client seeks to fill including (but not limited to): (1) the location and hours of work; (2) the experience, training and qualifications 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; (3) any health and safety risks known to the Client and what steps the Client has taken to prevent or control such risks; (4) the date the Client requires the Engagement to commence; (5) the duration or likely duration of the Engagement; (6) the minimum rate of remuneration, expenses and other benefits that would be offered; (7) the intervals of payment of remuneration; and (8) the length of notice that the Candidate would be entitled to give and receive to terminate the Engagement with the Client.
7.1. The Company 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 Company 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 Company to introduce any Candidate. For the avoidance of doubt, the Company 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.
7.2. The Company's total liability to the Client in respect of all other losses arising under or in connection with the Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to the greater of the total amount paid or the amount properly invoiced and due to be paid by the Client to the Company under the Terms.
7.3. The Client agrees to indemnify and keep the Company and its employees fully indemnified against all liability for loss, injury, damage, expense or delay suffered or incurred by a Candidate or by any other person, however caused, arising directly or indirectly from or in any way connected with the Engagement of the Candidate.
All information relating to a Candidate is confidential 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 Data Protection Act 1998 in receiving and processing the data at all times. In addition information relating to the Company’s business which is capable of being confidential (including but not limited to fee arrangements) must be kept confidential and not divulged to any third party, except information which is in the public domain other than by reason of the Client’s default.
9.1. The Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of the Company, the Terms prevail over any other terms of business or purchase conditions (or similar) put forward by the Client or the Company.
9.2. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a director of the Company and the Client and a copy of the varied terms is issued to the Client directly by the Company stating the date on or after which such varied terms shall apply.
9.3. If any of the provisions of the 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.
9.4. The Company 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.
9.5. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Terms.
9.6. The Terms and any disputes or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes and claims) are governed by the Laws of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.
A copy of the definitions referred to in the Terms is available on request and on Intelletec’s website and such definitions shall form part and are incorporated into the Terms.
SIGNED for the CLIENT
Print Name: …………………………………...
In these Terms (as defined below) the following definitions apply:
“Candidate” means the person Introduced by the Company 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 Company’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;
“Company” means Intelletec Limited, Registered Address 3 Officers Mess House, 21 Charles Sevright Way, London, NW7 1FF, Company Number 08545630;
“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, 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 transmission or communication by any means to the Client by the Company of a curriculum vitae or any information (whether written or oral) which identifies the Candidate or (ii) the Client’s interview of a Candidate (in person, by telephone, video link, email or by any other means), following the Client’s instruction to the Company to search for a Candidate whether or not conducted as part of a Retained Assignment; 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 Company arising under clause 2.4 of the Terms;
“Remuneration” means gross 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, referable to, or receivable by the Candidate for services rendered to or on behalf of the Client or any third party in the first 12 months of the Engagement;
“Retained Assignment” means the Company being engaged on an exclusive basis to carry out a search and/or selection assignment, following a specific instruction from the Client to identify a suitable Candidate irrespective of whether a retainer fee is involved.
“Terms” means the terms and conditions set out in the Company’s Terms of Business.
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.