In these terms of business (“Terms”) the following definitions apply
“Applicant” means any person Introduced by the Agency to the Client for an Engagement including but not limited to any officer or employee of the Applicant if the Applicant is a limited company, and members of the Agency’s own staff;
“Client” means the person to whom the Applicant is Introduced, being a party to these Terms;
“Agency” means WHITE SPACE RECRUITMENT LTD company number 10524942, incorporated in England and Wales, registered office Hadwyn House, Field Road, Reading, Berkshire RG1 6AP;
“Engage” means to engage, employ under a contract of employment or service contract, use or contract with for the supply of services, whether directly or through any intermediary person, whether on a permanent, temporary or ad hoc basis, or through an employment business (as defined in sections 13(1) and (3) of the Employment Agencies Act 1973 as amended from time to time), or under an agency, licence, franchise or partnership agreement; or any other engagement and “Engagement” shall have a corresponding meaning;
“Fee” means an amount equal to a percentage of the Remuneration which will be 17.5%, unless agreed previously in writing with the Agency;
“Introduce” means the supply to the Client by the Agency of the name and curriculum vitæ of, or other information which identifies, a person who is seeking an Engagement, whether or not that person was previously known to the Client, and “Introduction” shall have a corresponding meaning;
“Remuneration” means, in the case of an Applicant Engaged by the Client (or Third Party as the case may be) under a contract of employment or service agreement, the base salary plus any other gross income and benefits guaranteed to the Applicant, including without limitation guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, and all other payments and taxable (and, where applicable, non-taxable) benefits or emoluments payable to or receivable by the Applicant in relation to such Engagement (and where the Applicant is provided with a company car a notional 15% of the base salary will be added) the for the first year of the Engagement, or for the term of the Engagement if less than one year; or
means in the case of an Applicant Engaged by the Client (or a Third Party as the case may be) other than under a contract of employment or service agreement, the total guaranteed and/or reasonably anticipated payments, excluding reimbursement of out-of-pocket expenses and VAT, receivable by the Applicant in respect of such Engagement for the first year of the Engagement, or for the term of the Engagement if less than one year;
“Third Party” means a person to whom the Client gives details of or refers an Applicant.
Unless the context requires otherwise, references to the singular include the plural.
The headings contained in these Terms are for convenience only and do not affect their interpretation.
A reference to a ‘person’ includes any individual, firm, company, corporation, body corporate, government, state or agency of state, joint venture, association (whether or not having separate legal personality and irrespective of the laws of the jurisdiction in or under which it was incorporated or exists).
These Terms govern the Introduction of all Applicants to the Client and is deemed to be accepted by the Client by virtue of an Introduction of an Applicant.
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 put forward by the Client.
No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between 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.
The Client shall be deemed to have notice of an Applicant and thereby to be Introduced, within 48 hours of the despatch by the Agency of details of the Applicant, or in the case of despatch by facsimile, telephone or electronic means when the Introduction shall be deemed to have occurred at the time of despatch.
Under these Terms the Agency will operate as an employment agency as defined in sections 13(1) and (2) of the Employment Agencies Act 1973. The Agency does not have authority to act for the Client, nor is it authorised to enter into contracts with Applicants on behalf of the Client.
NOTIFICATION AND FEES
The Client agrees to notify the Agency immediately:
of any offer of an Engagement which it makes to the Applicant;
that its offer of an Engagement to the Applicant has been accepted and to provide full details of the Remuneration to the Agency prior to the commencement of that Engagement; and
it becomes aware of any Third Party Engaging an Applicant and to provide any details of Remuneration it is aware of.
The Agency is entitled to invoice the Client for the Fee upon the Client or a Third Party Engaging an Applicant within 6 months of the most recent Introduction of that Applicant. If after receiving an acceptance from an Applicant of an offer of an Engagement, but before the commencement of that Engagement, the Client fails to provide the Agency with full details of the Remuneration in respect of that Engagement, notwithstanding any other term of these Terms, the Fee payable will be an amount equal to 35% of the Remuneration.
The Client shall not take any steps to prejudice or avoid payment of a Fee properly due to the Agency.
In respect of Engagements for a fixed term of less than 12 months, the Fee will be calculated on the Remuneration for the term of the Engagement, but in all cases there is a minimum fee of £2,000. If the Engagement is extended beyond the initial fixed term the Client shall be liable to pay a further Fee based in the additional Remuneration applicable for the period of such extension or extensions up to the termination of such extension(s) or the first anniversary of the commencement of the initial fixed term, whichever is the sooner. If the Client re-engages the Applicant within 6 calendar months from the date of termination of the first Engagement (or previous Engagement) of the Applicant the Client shall be liable to pay a further Fee based on the additional Remuneration applicable for the period of such subsequent Engagement(s) subject to a maximum aggregate of one year for all such Engagements.
If, after an offer of Engagement has been made to the Applicant, the Client decides for any reason to withdraw it, the Client shall be liable to pay the Agency an administration fee of £1,000. If the Client subsequently engages the Applicant within 6 months of the most recent Introduction, the Agency is entitled to invoice for the Fee (less the administration fee already paid) as usual.
Where there is a dispute as to the level of Remuneration, the parties shall use their best endeavours to reach agreement as soon as possible. Where the amount of the actual Remuneration is not known the Agency is entitled to charge the Fee calculated 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.
If 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 Agency shall be entitled to charge the Fee.
The Client will pay all invoices within 30 days from the date of the invoice.
VAT will be charged on all invoices amounts if applicable.
The Client agrees to pay all sums due in accordance with these Terms and no deduction shall be made by the Client in respect of any set-off or counter claim howsoever arising.
In the event of late payment, the Agency may charge a compensatory fixed sum and statutory interest in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 (as amended). In addition, the Client shall pay any court fees, expenses, credit insurers’ charges and legal costs incurred by the Agency in recovering any sums owing to it under these Terms.
Subject to clause 5.2, the Agency shall rebate the Client the percentage as set out in the table below in respect of any particular Applicant (less an administrative charge of £400) if such Applicant ceases to be Engaged (and in the case of a fixed term contract before the expiry of the fixed term) for whatever reason within twelve weeks of the start of the Engagement.
A rebate will not be payable:
if the invoice against which the rebate is payable is not paid by the due date;
if the Applicant has been made redundant as defined in section 139 of the Employment Rights Act 1996;
if notification of the Remuneration relevant to an Engagement is not provided by the Client to the Agency prior to the commencement of the Engagement in accordance with clause 3.1.2 above;
if notification in writing is not received within 48 hours of termination, giving reason for termination and date of termination;
in respect of Engagements by Third Parties;
in respect of any Fee charged in accordance with clauses 3.4 or 3.5 above; or
in respect of Applicants previously supplied to the Client on a temporary or fixed term basis.
If the Client Engages an Applicant in respect of whom a rebate has been paid within 6 months of the termination of the previous Engagement, the Client shall repay the rebate to the Agency immediately, collectible by the Agency as a debt, and no further rebate shall be payable in respect of that Applicant.
Month of the Engagement in which Applicant leaves
% of Fee refunded
SUITABILITY AND REFERENCES
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 shall take up any references provided by the Applicant and/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.
To enable the Agency to comply with its obligations, the Client undertakes to provide to the Agency details of the position which the Client seeks to fill, including the type of work that the Applicant 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 Applicant to possess in order to work in the position; and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks. In addition, the Client shall provide details of the date the Client requires the Applicant to commence, the duration or likely duration of the work; 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 Applicant would be entitled to give and receive to terminate the employment with the Client.
Where the Applicant is required by law, or any professional body to have any qualifications or authorisations to work in the position which the Client seeks to fill; or the work involves caring for or attending one or more persons under the age of eighteen, or any person who by reason of age, infirmity or who is otherwise in need of care or attention, the Agency will take all reasonably practicable steps to obtain and offer to provide copies of any relevant qualifications or authorisations of the Applicant, two references from persons not related to the Applicant who have agreed that the references they provide may be disclosed to the Client and has taken all reasonably practicable steps to confirm that the Applicant is suitable for the position. If the Agency is unable to do any of the above, it shall inform the Client of the steps it has taken to obtain this information in any event.
The Agency shall not be liable under any circumstances for any loss (including but not limited to loss of profit), injury, 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 or from any act or omission on the part of the Applicant Introduced. For the avoidance of doubt, nothing contained in these Terms shall exclude any liability for death or personal injury arising from the Agency's own negligence.
The Client shall indemnify and keep indemnified the Agency against any costs, claims or liabilities incurred by the Agency arising out of an Engagement for the Client and/or as a result of any breach of these Terms by the Client.
These Terms are governed by the law of England & Wales and the parties are subject to the exclusive jurisdiction of the courts of England & Wales.
Perm Client Terms of Business ref. 04.17