Terms of Business and Conditions for the Placement of Executive Staff
These Terms and Conditions (the “Terms”) will apply at all times and will form the contract (the “Contract”) between Humres Technical Recruitment Ltd (“Humres”) (acting as an Employment Agency) and (the “Client”)
1 In these Terms, the following expressions shall be given the following meanings:
1.1 “Applicant” means a person introduced by Humres to the Client to be considered for an Engagement.
1.2 “Engagement” means the employment, hire or other use, directly or indirectly of the Applicant under a contract of service or contract for services on a permanent, temporary or other basis (communicated either orally or in writing), made immediately or at any time within a twelve month period following the date of final interview, or initial introduction by CV, whichever is the later; and “Engage” and similar expressions shall be interpreted accordingly.
1.3 “Introduction” means when the availability of an Applicant is communicated by Humres to the Client (including and not limited to by post, facsimile, email or telephone or by any other means) whether directly or indirectly to the Client including but not limited to: the presentation via CV of an Applicant to the Client by Humres; or interviewing an Applicant introduced by Humres by telephone or face to face whether or not that Applicant was known previously to the Client; and “Introduce” and similar expressions shall be interpreted accordingly.
1.4 “Salary” is deemed to include the annual basic salary or wage or retainer paid plus any allowance or other payment made which forms part of taxable emoluments paid.
1.5 Headings do not affect the interpretation of this agreement.
1.6 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.7 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated.
1.8 Words in the singular include the plural and in the plural include the singular.
1.9 A reference to one gender includes a reference to the other gender.
1.10 A reference to writing or written includes faxes and emails.
1.11 A reference to a particular statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts and subordinate legislation for the time being in force made under it.
ACCEPTANCE OF TERMS
2 These Terms shall apply to and be incorporated into the Contract and prevail and supersede over any inconsistent terms or conditions contained, or referred to, in the Client’s terms and conditions, or implied by law, trade custom, practice or course of dealing.
3 The parties agree that these Terms will govern every introduction by the Client, or an associated company of the Client of every Applicant notified by Humres to the Client from time to time. The Terms may not be varied except in writing and must be signed by Humres and the Client at a time prior to the Client interviewing an Applicant otherwise any such variation will not be valid and these Terms shall prevail.
4 No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between Humres 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.
5 The Client shall be deemed to have accepted and agreed to these Terms on the earliest of the following events, whether or not it has signed and delivered the Terms to Humres, if :
5.1 an Applicant has been Introduced to the Client by Humres; and/or
5.2 a CV of a prospective Applicant has been sent to the Client by Humres by any means; and/or
5.3 the Client or any person on its behalf has taken steps to arrange an interview with the Applicant; and/or
5.4 the Client or any person on its behalf has interviewed the Applicant either by telephone or face to face or by any other means; and/or
5.5 the Client or any person on its behalf has offered to Engage or has Engaged an Applicant whether directly or indirectly; and/or
5.6 the Client or any person acting on its behalf performs an act that constitutes an Introduction.
6 OBLIGATIONS OF HUMRES
6.1 Humres does not warrant the suitability, the skill, ability or experience of the Applicant.
6.2 Humres cannot guarantee to find a suitable Applicant for the Client’s requirements.
7 OBLIGATIONS OF THE CLIENT
7.1 The Client will provide Humres with sufficient information in good time to enable Humres to find suitable Applicants, including and not limited to the following: the experience, qualifications, ability of the Applicant that the Client considers are necessary and/or required by law, information in relation to when and where work is to commence and what the remuneration payable is.
7.2 The Client unconditionally consents to information about itself being provided to the Applicant.
7.3 The Client will notify Humres immediately if an offer to Engage an Applicant has been made or the Applicant has been Engaged by the Client (whichever occurs first). Details of such job offers, including and not limited to the level of remuneration and benefits that the Applicant will receive and whether or not he will have the use of /is provided with a company vehicle, must be put in writing to Humres prior to the Engagement of any successful Applicant.
7.4 The Client will immediately notify Humres if an Applicant is Introduced to a Client by another employment agency, and warrants and undertakes to Humres that it will not act on any information that it receives about the said Applicant from that other employment agency and shall appoint Humres as the sole agent to act on the said Applicant’s behalf in relation to any Engagement of the said Applicant by the Client.
7.5 The Client is responsible for ensuring that references are taken up to satisfy itself that the Applicant has the necessary qualifications and skills to perform the duties required of the Applicant by the Client.
7.6 The Client is responsible for obtaining any work permits necessary, for satisfying any medical requirements and for ensuring that all legal obligations and requirements connected to the vacancy are met and for ensuring that it pays all payments in relation to the Applicant including and not limited to National Insurance Contributions, other taxes and emoluments.
7.7 The Client undertakes to inform Humres immediately if the remuneration offered to the Applicant is more than was notified to Humres within the 12 month period from Engagement. In such a case the Fee payable will be recalculated and the Client will pay a revised fee in accordance with Condition 8.
7.8 The Client undertakes that if it directly or indirectly Introduces the Applicant to another entity, including and not limited to any associated company of the Client then the terms of Condition 8 shall apply.
7.9 The Client undertakes to notify Humres immediately if an Applicant leaves its employment but is later re-employed by the Client within a six-month period commencing from the time that the Applicant left the Engagement of the Client.
7.10 In the event that the Client fails to abide by its obligations under this Condition 7 (Obligations of the Client), the terms of Conditions 9 and 10 will apply.
8 A fee calculated in accordance with this Condition (the “Fee”) will be payable by the Client to Humres in respect of the Engagement of an Applicant.
8.1 The Fee payable will be calculated in accordance with the scale below.
SALARY RANGE FEE
0 – 29,999 15%
30,000 – 49,999 20%
50,000 + 25%
All placements are subject to a minimum fee of £3,500
VAT will be payable on the above Fee at the prevailing rate at the time.
If the Applicant is to have the use of/is provided with a company vehicle then an additional £6,000 will be added to the salary package and the fee charged accordingly.
8.2 If the Salary paid to the successful Applicant is lower than his previous salary, then Humres reserves the right to charge a fee calculated in accordance with Condition 8 based on the Applicant’s previous salary.
8.3 If it is not possible to determine the Salary being paid, an automatic fee will be charged based on the Applicant’s previous salary plus 25%. In this case, the Rebate under Condition 11 shall not apply.
9 If the Client fails to fulfil its obligations under the terms of the Contract and in particular Condition 7 (Obligations of the Client) then:
9.1 Humres reserves the right to charge the Client the Fee calculated in accordance with Condition 8 (Fees) and no refunds will be given should the Applicant leave in the period covered by Condition 11 (Rebate); and
9.2 any discounts or variations offered previously in relation to the Engagement of the Applicant will be null and void;
10 All introductions are confidential. If a Client or any employee or representative of the Client refers the Applicant to a third party within twelve months of the Introduction, Humres reserves the right to charge the Fee to the Client calculated in accordance with Condition 8 (Fees) as though the Client had itself engaged the Applicant.
11.1 Humres does not recognise trial periods. Should an Applicant leave within eight weeks of commencing work, the Client will, subject to Condition 9 & 10, be entitled to a rebate as detailed below (the “Rebate”).
PERIOD OF EMPLOYMENT % REFUND
Not exceeding 2 weeks 80%
Not exceeding 3 weeks 60%
Not exceeding 4 weeks 40%
Not exceeding 5 weeks 30%
Not exceeding 6 weeks 20%
Not exceeding 7 weeks 10%
Not exceeding 8 weeks 5%
11.2 The Rebate will not be given against Fees charged under Conditions 9 or 10, or those arising in accordance with clause 7.8 or in respect of any discounted or negotiated fees.
11.3 If an Applicant leaves and is re-employed by the Client within a six-month period, the period of Engagement will be considered continuous for the purpose of the above rebate calculation.
11.4 A Rebate will not be payable unless notification in writing from the Client detailing when and why the Applicant has left its Engagement is received by Humres within 10 calendar days of the Applicant leaving the Engagement of the Client. Humres has the absolute discretion in determining whether such notification is sufficient for the purposes of this Condition.
11.5 Payment of a Rebate is at the absolute discretion of Humres.
12 PAYMENT TERMS
12.1 The Client must pay all invoices within 10 calendar days of date of invoice.
12.2 Failure to pay invoices within the time stipulated under Condition 12.1 will result in interest being charged to the Client in respect of all outstanding amounts from the date of the invoice up to and including the day of payment at the rate of [15%] per annum and the Client shall lose the right to claim the Rebate under Condition 11 (Rebate).
12.3 Should an invoice remain unpaid for more than 5 calendar days after the due date the client shall lose all rights to claim the Rebate.
12.4 In the event of a discounted or negotiated fee (agreed between Humres and the Client) applying, which shall be confirmed on the invoice sent to the Client, the discounted fee must be paid within 10 calendar days of the receipt of the invoice or within any other period agreed in writing by Humres. If payment of the discounted or negotiated fee has not been made within the time stipulated, then the discounted or negotiated fee will no longer apply and Humres will be at liberty to recalculate the fee due by the Client in accordance with the terms of Condition 8 (Fees).
12.5 In the case of a discounted fee, the fee is payable within 10 days of acceptance of job offer.
13 LIABILITY – THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION
13.1 Humres shall not be liable to the Client for the following, arising out of or in or connection with this Contract or in relation to the Engagement or use of the Applicant howsoever arising:
13.1.1 loss of profits; or
13.1.2 loss of business; or
13.1.3 depletion of goodwill and/or similar losses; or
13.1.4 loss of anticipated savings; or
13.1.5 loss of goods; or
13.1.6 loss of contract; or
13.1.7 loss of use; or
13.1.8 loss of corruption of data or information; or
13.1.9 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
13.2 Nothing herein shall have effect of excluding or restricting liability for death or personal injury resulting from the negligence of Humres.
14.1 The Client shall indemnify and keep indemnified Humres against all liabilities, costs, expenses, damages and losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Humres arising out of or in connection with:
14.1.1 any Engagement; or
14.1.2 any breach by the Client of this Contract; or
14.1.3 any breach of the Client and any associated companies or persons for failure to abide by all applicable statutory provisions.
15.1 This Contract shall be governed by the laws of England and Wales and the parties shall submit to the exclusive jurisdiction of the English and Welsh Courts in respect of any dispute arising regarding the construction and application of these Terms.
15.2 Telephone calls to and from the offices of Humres are recorded for training and monitoring purposes.
15.3 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
15.4 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
15.5 Any failure of Humres to enforce any of its rights under the Contract shall not be deemed to be a waiver of such rights or of the right to subsequently enforce the terms of this Contract.
15.6 This Contract is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, anyone else.
15.7 Humres will not be liable to the Client for any liability, failure or delay of its obligations under this Contract where this arises from matters outside of its control.
15.8 This Contract may not be assigned by the Client.