+44 207 858 9491
Cora Partners Ltd
+44 207 858 9491 : firstname.lastname@example.org
TERMS OF BUSINESS
FOR THE INTRODUCTION OF PERMANENT, TEMPORARY OR FIXED TERM CONTRACT STAFF TO BE
ENGAGED DIRECTLY BY THE CLIENT
Updated February 2015 in conjunction with the Recruitment and Employment Confederation
1. TERMS OF BUSINESS
In these Terms the following definitions apply:
“Agency” means Cora Partners Ltd, registered company no. 08132149, of The Threshing Shed, Middle Yard, Berwick St Leonard, Salisbury SP3 5SN, Wiltshire
“Cancellation Fee” means the fee payable by the Client to the Agency when the Client withdraws an offer of Engagement made to the Candidate before the Candidate has accepted the offer and which is calculated in accordance with clause 3.10;
“Candidate” means the person 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;
“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;
“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, temporary or fixed term contract 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;
(i) the passing to the Client of a curriculum vitæ or information which identifies the Candidate
(ii) (ii) the Client’s interview of a Candidate (in person, by telephone or by any other means), following the Client’s instruction to the Agency to search for a Candidate; 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 Agency for an Introduction resulting in an Engagement;
“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;
“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 8 weeks of the Engagement;
Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.
The headings contained in these Terms are for convenience only and do not affect their interpretation.
2. THE CONTRACT
2.1. These terms of business and the attached Schedule(s) (“the Terms”) constitute the contract between the Agency and the Client for the supply of permanent or contract staff (to be engaged directly by the Client) and are deemed to be accepted by the Client by virtue of an Introduction or the Engagement of a Candidate, the approval of a Job Description, or the passing by the Client of any information about a Candidate to any third party following an Introduction.
2.2. 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 (or similar) put forward by the Client.
2.3. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a director of 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.
2.4. The Agency 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.
3. NOTIFICATION AND FEES
3.1. The Client agrees to:
3.1.1. notify the Agency immediately of the terms of any offer of an Engagement which it makes to the Candidate;
3.1.2. notify the Agency immediately that its offer of an Engagement to the Candidate has been accepted and to provide details to the Agency of the Remuneration agreed with the Candidate together with any documentary evidence as requested by the Agency; and
3.1.3. pay the Introduction Fee, to be calculated in accordance with the provisions of this clause 3, by the due date for payment in clause 3.7.
3.2. The Introduction Fee calculated in accordance with clause 3.3 below is payable if the Client engages the Candidate within the period of 12 calendar months from the date of (a) the Introduction, (b) the Client’s withdrawal of an offer of Engagement or (c) the Candidate’s rejection of an offer of an Engagement, (whichever is the later).
3.3. Introduction Fees are payable for the introduction of candidates for any position or engagement.
3.3.1. The Introduction Fee for permanent roles is the amount equal to
a) 20% of the gross Remuneration applicable during the first 12 calendar months of the Engagement in the UK and
b) is the amount equal to 22% of the gross Remuneration applicable during the first 12 calendar months of the Engagement outside the UK.
c) The minimum Introduction Fee is set at £1000 + VAT.
3.3.2. The Introduction Fee for temporary or fixed term contract roles is the amount equal to
a) 22% of the pro rata gross Remuneration or contract value with a minimum fee of £150 + VAT per week.
b) These fees are billed for the whole known period in advance and may be subtracted from future Introduction fees, should the placement become permanent.
3.3.3. VAT is charged at the standard rate on all fees.
3.4. Where the actual Remuneration is not known, the Agency will charge an Introduction Fee calculated in accordance with clause 3.3 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, or the rate on the client approved Job Description.
3.5. Where prior to the commencement of the 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 12 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
c) 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 3.3 had the Candidate first been Engaged for 12 months or more.
3.6. Increases in the working hours of a temporary or part-time candidate works must be notified to the agency within 7 days of the increase. If a temporary placement or fixed term contract placement results in a permanent part time position (less than 40 hours per week) then the client will be liable to pay an Introduction Fee calculated on a pro-rata basis using the permanent roles Introduction Fee rates in this clause. If a part-time placement results in a full-time placement the client will be liable to pay the full fee then an Introduction Fee will be payable, calculated on the permanent roles Introduction Fee rates in this clause. Temporary or Fixed Term Contract candidate fees previously paid, will be deducted from permanent placement introduction fees. The Client’s obligations under this clause shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights other than those outlined within this clause.
3.7. The Introduction Fee shall be payable within 14 days of commencement of employment of the successful candidate.
3.8. 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.
3.9. In the event that any Agency staff with whom the Client has had personal dealings accepts an Engagement with the Client while employed by the Agency [or within 3 months of leaving the Agency], the Client shall be liable to pay an Introduction Fee to the Agency calculated in accordance with clause 3.3.
3.10. With references to temporary contracts for 4 months or less, payment of fees and salaries for contracted staff must be paid in full prior to the commencement of employment. If, after commencement of the contract, the Client decides to terminate the contract early, no refund of fees or wages can be reclaimed. If the contract is terminated by the Agency or Employee before the end of the contracted term, a refund will be made of all remaining fees and wages.
4.1. If, after an offer of permanent employment has been made and accepted, the Engagement
(a) does not commence because the Candidate withdraws their acceptance; or
(b) once it has commenced, is terminated by either the Candidate or the Client (except in circumstances where the Candidate is made redundant) before the expiry of 10 weeks from the date of commencement of the Engagement; then subject to the terms of clause 4.2 the Agency will replace the candidate free of charge or offer to refund the Client on the following scale:
100% refund within weeks one
90% refund within two weeks
80% refund within three weeks
70% refund within four weeks
60% refund within five weeks
50% refund within six weeks
40% refund within seven weeks
30% refund within eight weeks
20% refund within nine weeks
10% refund within week ten
4.2. In order to qualify for the arrangement set out in clause 4.1, then
4.2.1. the Client must comply with the provisions of clause 3.1 and 3.7 and must notify the Agency in writing of the termination of the Engagement or the non-commencement of the Engagement within 7 days of its termination or non-commencement; and
4.2.2. the Client must exclusively give the Agency 4 weeks from the date of the notice of non-commencement or termination in which to find one suitable Replacement Candidate based on the original specification given for the position the Client is seeking to fill. If after 4 weeks from the date of the notice no suitable Replacement Candidate can be found, or if the Replacement Candidate’s Engagement is terminated before the expiry of 10 weeks from the date of commencement of the Engagement the Client will then be eligible to receive a Refund as per the clause 4.1.
4.3. For the purposes of this clause 4 the date of termination of the Engagement shall be the date on which the Candidate ceases working or would have ceased working for the Client, but for any period of garden leave or payment in lieu of notice, whichever is the later.
4.4. In circumstances where clause 3.5 applies, the full Introduction Fee is payable and there shall be no entitlement to a replacement.
4.5. If subsequent to the Client receiving a replacement the original Candidate is re-engaged within a period of 12 calendar months from the date of termination then an additional Introduction Fee shall be payable to the agency, in accordance with these Terms. The Client shall not be entitled to any further replacements in relation to the reengagement of this Candidate.
5. INTRODUCTIONS TO THIRD PARTIES
5.1. 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 an Engagement of the Candidate by the third party within 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 3. Neither the Client nor the third party shall be entitled to a replacement of the Introduction Fee under clause 4 in any circumstances.
6. SUITABILITY CHECKS
6.1. With amendments to Conduct Regulations from 1 October 2010 it is no longer a statutory obligation for an agency to confirm identity or experience, training, qualifications or authorisation. However, as a matter of best practice, the Agency will adhere to the following:
6.1.1. the Agency endeavours to ensure the suitability of Candidates Introduced to the Client to work in the position which the Client seeks to fill by taking reasonably practicable steps to
6.1.2. ensure that it would not be detrimental to the interests of either the Client or the Candidate
6.1.3. ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body
6.1.4. confirm that the Candidate is willing to work in the position
6.1.5. obtain confirmation of the Candidate’s identity.
6.2. Notwithstanding clause 6.1 the Client shall be obliged to satisfy itself as to the suitability of the Candidate for the position they are seeking to fill. Though the Agency will check documents, the Client is responsible for:
6.2.1. taking up any references provided by the Candidate or the Agency before engaging the Candidate, from persons who are not relatives of the Candidate and who have agreed that the references they provide may be disclosed to the Client;
6.2.2. checking the Candidate’s right to work and obtaining permission to work as may be required by the law of the country in which the Candidate is Engaged to work;
6.3. To enable the Agency to comply with its obligations under 6.1 above the Client undertakes to provide to the Agency details of the position which the Client seeks to fill, including the following:
6.3.1. the type of work that the Candidate would be required to do; 6.3.2. the location and hours of work;
6.3.3. the experience, training, qualifications and 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;
6.3.4. any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
6.3.5. the date the Client requires the Candidate to commence the Engagement;
6.3.6. the duration or likely duration of the Engagement;
6.3.7. the minimum and maximum rate of Remuneration, expenses and any other benefits that would be offered;
6.3.8. the intervals of payment of Remuneration; and
6.3.9. the length of notice that the Candidate would be entitled to give and receive to terminate their employment with the Client.
7. INFORMATION TO BE PROVIDED
When the Agency Introduces a Candidate to the Client the Agency, the Client shall be assured that the Agency have obtained confirmation of the matters set out in clause 6.1.
8. CONFIDENTIALITY AND DATA PROTECTION
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 a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of the Agency to introduce any Candidate. For the avoidance of doubt, the Agency 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.
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 and if by email or facsimile transmission, when that email or facsimile is sent.
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.
12. 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.
ACCEPTANCE OF THESE TERMS These terms and conditions govern all contracts and or agreements made between the Client and the Agency, and are deemed accepted by the Client by virtue of the approval of a Job Description, an Introduction or the Engagement of a Candidate, or the passing by the Client of any information about a Candidate to any third party following an Introduction. I confirm I am authorised to sign these Terms of Business on behalf of the Client.