BUSINESS TERMS FOR PERMANENT STAFF INTRODUCTIONS TO BE DIRECTLY EMPLOYED BY THE CLIENT
1.1 In these Terms of Business the following definitions apply:
‘Applicant’ means the person introduced by the Company to the Client for an Engagement including any members of the Company’s own employees;
‘Client’ means the person; firm or corporate body together with any subsidiary or associated company as defined by the Companies Act 1985 to which the Applicant is introduced;
‘Company’ means Network Compucare Ltd (trading as Click, registered company number 08140977) of Craven House, 121 Kingsway, Holborn, London, WC2B 6PA;
‘Engagement’ means the engagement, employment or use of the Applicant by the Client on a permanent or temporary basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or any other engagement;
‘Introduction’ means the Client’s interview of an Applicant in person or by telephone, following the Client’s instruction to the Company to search for an Applicant; or the passing to the Client of a curriculum vitæ or other information which identifies the Applicant and which leads to an Engagement of that Applicant by the Client;
‘Remuneration’ means base salary, guaranteed bonus/commission earnings, inducement payments and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Applicant for services rendered to or on behalf of the Client.
1.2 Unless the context requires otherwise, references to the singular include the plural and references to the masculine include 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 The Client is deemed to have accepted these Terms of Business by virtue of an Introduction to, or the Engagement of an Applicant.
2.2 Unless otherwise agreed in writing by a Director of the Company, these Terms of Business shall prevail over any other terms of business or purchase conditions put forward by the Client.
2.3 No variation or alteration of these Terms of Business shall be valid unless approved in writing by a Director of the Company.
3. NOTIFICATION AND FEES
3.1 The Client agrees:
a) to notify the Company immediately of any offer of an Engagement which it makes to the Applicant;
b) to notify the Company immediately that its offer of an Engagement to the Applicant has been accepted and to provide details of the Remuneration to the Company; and
c) to pay the Company’s fee within 30 days of the commencement of employment of the Applicant..
3.2 The Client incurs no fee until the Applicant commences the Engagement although the Company may render an invoice to the Client for its fees on the date of acceptance of an offer.
3.3 The Company reserves the right to charge interest on invoiced amounts unpaid for more than 30 days (at the rate of 4% per annum above the base rate from time to time of National Westminster Bank Plc) from the due date until the date of actual payment.
3.4 The fee payable to the Company by the Client for an Introduction resulting in an Engagement is calculated, as a percentage of Remuneration in accordance with the Fee Structure set out on the Remuneration applicable during the first 12 months of the Engagement. VAT will be charged on the fee if applicable.
3.5 In the event that the Engagement is for a fixed term of less than 12 months, the fee in clause 3.4 will be on a pro-rata basis. If the Engagement is extended beyond the initial fixed term or if the Client re-engages the Applicant within 3 months of the termination of the first Engagement the Client shall be liable to pay a further fee based on the additional Remuneration applicable for the period of Engagement following the initial fixed term up to the termination of the second Engagement or the first anniversary of its commencement, whichever is the sooner.
4. REFUND GUARANTEES
4.1 In order to qualify for the following guarantees, the Client must pay the Company’s fee within 30 days of the date of invoice and must notify the Company in writing of the termination of the Engagement within 7 days of its termination.
4.2 If the Engagement terminates before the expiry (except where the Applicant is made redundant) the fee will be rebated in accordance with the accompanying Scale of Rebates.
4.3 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 Company a minimum fee as indicated in the Scale of Rebates (as set out in clause 9.1).
4.4 Should the Client or any subsidiary or associated company of the Client subsequently re-engage the Applicant within the period of 6 calendar months from the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with clause 3.4 above becomes payable, with no entitlement to the refund.
5.1 Introductions of Applicants are confidential. The disclosure by the Client to a third party of any details regarding an Applicant introduced by the Company which results in an Engagement with that third party within 6 months of the Introduction renders the Client liable to payment of the Company’s fee as set out in clause 3.4 with no entitlement to any refund.
5.2 An introduction fee calculated in accordance with clause 3.4 will be charged in relation to any Applicant engaged as a consequence of or resulting from an Introduction by or through the Company, whether direct or indirect, within 6 months from the date of the Company’s Introduction.
6.1 The Company 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 Company 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.
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 an Applicant for the Client or from the Introduction to or Engagement of any Applicant by the Client or from the failure of the Company to introduce any Applicant. For the avoidance of doubt, the Company does not exclude liability for death or personal injury arising from its own negligence.
8.1 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.
9. SCALE OF REBATES
9.1 Where the Applicant leaves during Rebate Period, a partial refund of the introduction fee shall be paid to the Client in accordance with the scale set out below, subject to the conditions in clause 4.
Week in which the Applicant leaves % of introduction fee refunded
9.2 There will be no refund where the Applicant leaves during or after the 13th week of the Engagement.