- INTERPRETATION
In these Terms the following definitions apply:
1.1. “Agency” Hire Resolve UK Limited (company no. 13372858) of Hire Resolve. (“the Agency”).
1.2. “Cancellation Fee” means the fee payable by the Client to the Agency when the Client withdraws an offer of Engagement or Employment made to the Candidate before the Candidate has accepted the offer and which is calculated in accordance with clause 7.2
1.3. “Candidate” means the person or work seeker Introduced by the Agency 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 Agency’s own staff. Candidate” means the “Work seeker” or the persons to whom the Company’s Clients may be introduced with a view to entering into contracts of employment;
1.4. “Client” means the person, firm, employer 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; in the event of liquidation/administration/insolvency, it shall also mean any Holding or Group Company
1.5. “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. Employment” means all and any work of whatsoever nature or description undertaken and carried out by a Candidate on behalf of a Client and whether such work is undertaken by such Candidate in his personal capacity or in a representative capacity and without derogating from the generality of the afore going, undertaken on behalf of a corporation, company, partnership or association;
1.6. “Introduction” means “Introduction” means the solicited or unsolicited introduction of a Candidate to the Client by the Company by, means of inter alia:
1.6.1. Forwarding a resume/curriculum vitae of the Candidate to the Client,
1.6.2. Arranging an interview between the Candidate and the Client.
1.6.3. Receipt by the Client of a resume/curriculum vitae of the Candidate delivered by the Company by, inter alia, ordinary mail, registered mail, e‐mail, hand delivery or any other means.
1.7. “Fee” means the fee payable for “introduction” by the Client to the Agency for an Introduction resulting in an Engagement or Employment;
1.8. “Remuneration” includes 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 or receivable by the Candidate for services rendered to or on behalf of the Client or any third party. Where the Client provides a company car, a notional amount of £6000 will be added to the salary in order to calculate the Agency’s fee;
1.9. “Replacement Candidate” means any Candidate Introduced by the Agency to the Client to fill the Engagement following the Introduction of another Candidate whose Engagement either did not commence or was terminated during the first 12 weeks of the Engagement or Employment.
1.10. “Total Cost to Company” means the Candidate’s remuneration package in cash or in kind together with all fringe benefits, such as but not limited to, the cost of a Medical Aid, Entertainment, Motor Car or allowance, bonuses, subsidised housing or the provision of accommodation, restraint of trade payments, commissions and any other guaranteed benefit to be paid to the Candidate during their first year of employment.
1.11. “Days” means calendar days.
1.12. “Personal Information” means information relating to an identifiable, living, natural person, and where it is applicable, an identifiable, existing juristic person, including, but not limited to –
1.12.1. information relating to the race, gender/sex, pregnancy, marital status, nationality, ethnic or social origin, colour, sexual orientation, age, physical or mental health, well-being, disability, religion, conscience, belief, culture, language and birth of the person;
1.12.2. information relating to the education or the medical, financial, criminal or employment history of the person;
1.12.3. identifying number, symbol, e-mail address, physical address, telephone number or other particular assignment to the person;
1.13. “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.
1.13.1. the blood type or any other biometric information of the person;
1.13.2. the personal opinions, views or preferences of the person;
1.13.3. correspondence sent by the person that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence;
1.13.4. the views or opinions of another individual about the person; and
1.13.5. the name of the person if it appears with other personal information relating to the person or if the disclosure of the name itself would reveal information about the person.
1.13.6. The Client hereby consents to the abovementioned information being obtained and used for the specific benefit and purpose of the Company’s service in order to ensure the best candidates.
- ACCEPTANCE OF TERMS AND CONDITIONS
2.1. In the event of the Client failing to sign these Terms and Conditions, then the interviewing in whatever form (Skype, telephonic, face to face et cetera) or appointing (whether permanent, temporary or of limited duration) of a Candidate within a period of 12 months, from date of introduction, or subsequent re‐introductions, will be deemed to be acceptance by the Client of these Terms and Conditions and shall be bound thereto.
- INTRODUCTION ONLY EFFECTED
3.1. The Company is not an employer and carries on business only as an agent for the purpose of affecting introductions between persons desiring to enter into contracts of service.
- REQUEST BY CLIENT
4.1. The Client undertakes, when making enquiries with the Company, as to potential Candidates, to give full information to the Company as to the nature of the work concerned, the qualifications and experience required of the Candidate, and the probable salary applicable.
- INTRODUCTION
5.1. The Company shall from time to time use its best endeavours to introduce a suitable candidate to the Client, pursuant to a direct request by the Client, or at the Company’s sole initiative.
- PLACEMENT
6.1. The Client undertakes to advise the Company immediately as to whether the Candidate is to be appointed or not, and if appointed the intended duration of appointment and the Total Cost to Company attached to the appointment.
6.2. If the appointment is not of a permanent employment nature, the Client shall indicate the period of such engagement. Where the actual Remuneration is not known, the Agency will charge an Introduction Fee calculated in accordance with clause 5.3 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 Agency by the Client and/or comparable positions in the market generally
6.3. Where prior to the commencement of the Employment or Engagement the Agency and the Client agree that the Engagement will be on the basis of a fixed term of less than 12 months, the Introduction Fee will apply pro-rata. If the Client (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within 6 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, 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 5.3 had the Candidate first been Engaged for 12 months or more.
6.4. The Company is not liable for any loss or expense, howsoever the same may be caused, which may be incurred by the Company’s Clients in affecting or attempting to affect, a meeting following any introduction by the Company.
6.5. 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 Employment or an Engagement of the Candidate by the third party within (twelve) 12 months of the Agency’s Introduction of the Candidate to the Client, then the Client will be liable to the Agency for payment of an Introduction Fee in accordance with clause 7.4.3. Neither the Client nor the third party shall be entitled to a refund of the Introduction Fee under clause 9.1 in any circumstances.
- THE COMPANY’S REMUNERATION AND GUARANTEE PERIODS
7.1. No fee shall be paid to the Company, until the Candidate is actually appointed by the Client;
7.2. If the Candidate is appointed, the Client shall pay to the Company a fee calculated as a percentage of the Candidate’s Full Time Equivalent Annual Cost to Company as follows:
Pay Scale FEE (Excl VAT) Guarantee Period
£0-£20,000 18% 90 days
£20,001-£25,000 22% 90 days
£25,001-£40,000 25% 90 days
£40,001 + 30% 90 days
7.3. Unless specifically agreed otherwise, Employment shall be deemed to be permanent in nature.
7.4. The fee for temporary/hourly/limited duration contracts, unless otherwise agreed in writing, will be calculated as follows:
7.4.1. Contractors Rate will be determined by the duration of The Fixed Term Contract of Employment, as agreed to between the Client and Candidate, at a fee percentage of 20% IE. Contractor’s Remuneration Rate per hour x Number of hours per day x number of days to be worked per contract of Employment x 20% = Fee (excluding VAT). Notwithstanding the above, the Client will be charged a minimum of 60 hours per month.
7.4.2. Payment shall be made to the Company by the Client within 30 days of receiving the Company’s invoice.
7.4.3. Should any of the Candidates of the Company be employed directly by the Client within 12 (twelve) months of the introduction or reintroduction to the Client, whichever is the latest, regardless as to whether the employment of the Candidate arose directly or indirectly out of the introduction of the Candidate, then the Client shall be liable for a fee in accordance with the normal Terms and Conditions as set out above.
- REACH
8.1. You agree that should you breach this agreement and fail to remedy such breach within 20 (twenty) days of written notice requiring the breach to be remedied, then the Company will claim payment of liquidated damages; an\d the Client (you) will be liable for solicitor and client legal fees incurred and Interest to be charged from ninety (90) days at commercial bank prime interest rate.
- GUARANTEE
9.1 The benefits of the Guarantee Period will only apply if:
9.1.1 The placement fee is paid by the Client to the Company within 30 (Thirty) days from commencement date of employment;
9.1.2 7 (Seven) Days written notice is given to the Company after termination date or resignation of employee.
9.1.3 The Candidate leaves the employment of the Client by his own volition, within the guarantee period of employment, and not by reason of being dismissed by the Client due to technical incompetence, retrenchment, redundancies or unfair dismissals;
9.2 If the Company is not able to source an applicant as per the client’s job specifications/requirements within 30 days, a Rebate Credit Note will be given to the Client based on the following days sliding scale if employment is terminated from date of commencement:
9.2.1 -30 days: 80% of placement fee;
9.2.2 – 60 days: 65% of placement fee;
9.2.3 – 90 days: 50% of placement fee.
9.3 After 90 days of permanent employment date, the guarantee for permanent appointments becomes invalid, and the Company will not be liable should an applicant’s permanent employment be terminated.
9.4 A Rebate Credit Note that has not been utilised after 6 (six) months of issue date, will be forfeited.
9.5 Guarantee Periods only apply to Permanent Placements,& does not apply to Contract/Temporary (TES) Placements.
- SEVERABILITY
10.1. 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.
- INDEMNITY
11.1. Although extreme care and caution is taken by the Company to screen a Candidate, the Company shall not be responsible for any conduct or actions of the Candidate or for financial loss or other loss of whatsoever nature caused by the actions or omissions of the Candidate. Furthermore, the Company shall not be responsible for any errors or omissions concerning information furnished in respect of the Candidate. The Client indemnifies the Company against loss, damages or costs suffered or incurred by the Client, as a direct or indirect consequence of the introduction or procurement of a Candidate. Notwithstanding the aforementioned, we shall only be liable to you and not any third party. Unless otherwise specified in the Letter of Engagement, our limit of liability to you will be capped at the total amount of fees paid by you.
- CONFIDENTIALITY
12.1. All information provided to the Client concerning the Candidate must be treated in the strictest of confidence and the Client is precluded from contacting in any way whatsoever the Candidate’s past or present employers without the prior written consent of the Company. The Client indemnifies the Company against loss, damages or costs suffered or incurred by the Client as a result of breaching this confidentiality clause.
- GENERAL
13.1. These Terms and Conditions set forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all oral and written agreements and understandings relating thereto. No waiver, alteration, modification, or cancellation of any of the provisions of these Terms and Conditions shall be binding unless made in writing and signed by each of the parties hereto. The Company’s failure at any time or times to require performance of any provision hereof, shall in no manner affect its right at a later time to enforce such provision. These Terms and Conditions shall be binding upon, and inure to the benefit of, the Company and its legal representatives, successors and assigns. If any of the provisions of these Terms and Conditions are determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provisions shall be severed from these Terms and Conditions, and the remaining provisions shall remain in full force and effect; provided, however, that with respect to any material provision so severed, the parties shall negotiate in good faith to achieve the original intent of such provision.
13.2. The Agency reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date 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.
13.3. If, after an offer of Engagement has been made to the Candidate, the Client decides for any reason to withdraw it prior to the Candidate accepting the Engagement, the Client shall be liable to pay the Agency a Cancellation Fee of £500 or 10% of the original fee (whichever is greater)
- ACKNOWLEDGEMENT
14.1. The Client confirms that this agreement embodies the true agreement between them; that they each understand the content of the document and that they each acknowledge the arrangements herein contained as fair to both parties. No changes will be accepted unless agreed to by both parties in writing.
- CONFIDENTIALITY AND DATA PROTECTION
15.1. All information relating to a Candidate is confidential and subject to the Data Protection Act 1998 (“DPA”) 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 DPA in receiving and processing the data at all times. In addition information relating to the Agency’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.
- DOMICILIUM
16.1. The Client hereby elects its domicilium citandi et executandi as the address registered on the Public Register of Companies maintained by “Companies House UK”.
