This document forms the complete contract between the Agency and the Client (both as defined below) for the introduction of Applicants by the Agency to the Client on an employment agency basis and prevail over any terms put forward by the Client.
The only acceptable variation to this contract will be a written agreement between a Director of the Agency and a Manager or Director of the Client.
This contract comes into force on ………………. and can only end with one month’s written notice from a Director of the Agency, or a Manager or Director of the Client.
1. CONTRACT DEFINITIONS
In this document the following definitions apply:
‘Agency’ – Talent Seeker Ltd, Studio 8, Glasshouse Studios, Fryern Ct Rd, Fordingbridge SP6 1QX
‘Applicant’ – The person Introduced by the Agency to the Client for an Engagement
Client’ – ………………………………………………………………………………………………………………………………….
‘Engagement’ – The engagement, employment or use of the Applicant on a permanent or fixed term contract, regardless of whether they’re working on an employed, self-employed or franchise basis and regardless of whether they are engaged directly or through a corporate body of which the Applicant is an officer or employee.
‘Introduction’ – The passing from (or on behalf of) the Agency to the Client of a curriculum vitæ or information which identifies the Applicant (and “Introduce” shall be interpreted accordingly).
‘Remuneration’ – The total annual or pro-rata salary, or total value of the fixed term contract, or self-employed contract for services rendered to or on behalf of the Client by or on behalf of the Applicant (including any additional guaranteed bonuses, commission, or company car allowance).
2. THE APPLICANT
2.1 Prior to any Introduction, the Agency will endeavor to ensure the suitability of a prospective Applicant by obtaining the following information which the Client deems necessary, or is required by law or a professional body:
A complete, up to date CV
Visa/Work permit proving eligibility to work in the UK (if applicable)
2.2 The Agency will not forward Applicants to the Client that the Agency feels (in its sole discretion) do not have the required skills, experience and/or qualifications required to successfully carry out the Engagement based on the information provided by the Client.
2.3 Applicants will be judged purely on their suitability to undertake the duties of the Engagement. In no circumstances will Applicants be selected by the Agency, based on their age, sex, ethnicity, religion, disability or similar in line with the Equality Act 2010.
2.4 Prior to an Introduction, the Agency will provide the Applicant with full details of the job role and a brief overview of the Client and industry. There may be times however when it is deemed appropriate by the Agency to withhold the name of the Client until the Introduction of the Applicant has been made to the Client by the Agency.
2.5 To enable the Agency to meet its obligations in paragraphs 2.1 to 2.3 (inclusive), the Client must provide the Agency with the following details prior to the commencement of any sourcing or advertising by the Agency:
Reason for the vacancy
Type of contract
Hours of work
Key duties of the role
Annual leave entitlement
Salary (including any bonus elements)
Staff benefits (e.g. commission or company car)
Anticipated start date
Length of contract
The Client shall further promptly provide all information and assistance reasonably requested of it by the Agency in order to allow the Agency to carry out its obligations under these terms.
2.6 Once the Agency is in receipt of the above information from the Client, it will commence work on the sourcing of suitable Applicants.
2.7 It is the sole choice of the Agency to decide where and how it wishes to source suitable Applicants for the Client. This may include (but is not limited to) advertising (using the Agency branding/logo), Social Media, CV databases and direct headhunting. No additional charges for the above services will be made to the Client by the Agency, other than those set out in paragraph 3.
2.8 The Agency will endeavour to provide a shortlist of suitable Applicants within 2-3 weeks of receipt of the information provided in paragraph 2.5, but time for performance by the Agency of its obligations shall not be of the essence of these terms.
2.9 The Agency shall Introduce to the Client such candidates as it determines to be suitable in accordance with its obligations under paragraphs 2.1 to 2.4 (inclusive).
2.10 The Agency is happy to obtain and provide the Client with further information regarding Applicants during the selection process; however the final decision on whether Applicants progress beyond initial Introduction must be made by the Client. From the Introductions made by the Agency, the Client can select as many Applicants as it wishes to interview; however should the Client wish to make more than one Engagement from the Agency Introductions, the conditions set out in paragraph 3 apply.
2.11 The Client shall ultimately be responsible for the selection criteria and process for selecting the most suitable Applicant, subject to the Agency complying with its obligations under these terms.
2.12The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Applicant, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Applicant is engaged to work.
2.13 In order for the selection process to run efficiently and without confusion, no contact (other than during interviews) should be made between the Applicant and Client from the point of Introduction to verbal job offer, unless prior approval has been gained from the Agency.
3. FEES AND REFUNDS
3.1 The Client must notify the Agency immediately if (a) the Client offers a job to any Applicant; and/or (b) any Applicant accepts a job offer from the Client (in both cases whether such offer and/or acceptance is verbal or otherwise). The Client shall further notify the Agency of any Applicant’s start date as soon as it is aware of the same.
3.2 For full-time placements, the fees shall be calculated based on the first year’s Remuneration of the Applicant under the Engagement as at their first day of employment.
For part-time, self-employed, or fixed term contract placements that are less than six months in duration, the fees will be based on whichever is the higher amount between the pro-rata first year’s annual Remuneration and a fixed fee of £2,000 + VAT.
An invoice payable to the Agency for the appropriate fee will be sent to the Client on or after the Applicant’s first day of employment (or such other period as the Agency reasonably deems to be appropriate).
The fees are as follows:
Up to £29,999 – 12.5%
£30,000 - £49,999 - 15%
£50,000 – £69,999 – 17.5%
£70,000+ – 20%
3.3 The Client must pay the invoice to the Agency within 14 days of the invoice date (unless an alternate payment method or arrangement has been agreed and confirmed in writing between the parties).
3.4 If the Agency does not receive any payment when it falls due, the Agency reserves the right to charge 8% interest from the time the payment was due up until the date of payment (in accordance with the Commercial Debts Act 1998).
3.5 If any fixed term contract is extended, or made permanent then the Client will be liable to pay the Agency the additional relevant % fee as referred to in paragraph 3.2 for the extended period of the contract, or the first year’s annual Remuneration (whichever is lower).
3.6 If the Applicant completes a fixed term contract for the Client and the Client then decides to re-engage them within six months of the first Engagement ending, the Client will be liable to pay the Agency the additional relevant % fee on the next fixed term contract in accordance with paragraph 3.2 (limited to the first 12 months’ Remuneration under the Engagement).
3.7 The fees set out in paragraph 3.2 apply to any Engagement the Client makes with an Applicant (or, where the Applicant is not an individual, any employee or agent of an Applicant) within twelve months of the Introduction of the Applicant by the Agency to the Client.
3.8 Notwithstanding paragraph 4.3, any disclosure by the Client to a third-party of any details regarding an Applicant Introduced by the Agency which results in an Engagement with the third party within twelve months of the Introduction renders the Client liable for payment to the Agency of the appropriate fee set out in paragraph 3 with no entitlement to a refund.
3.9 References for the successful Applicant cannot by obtained by the Client without the prior permission of the Applicant, or the Agency.
3.10 Despite the provision of a robust recruitment and selection process, there may still be occasions when a new placement does not work out, either from the point of view of the Applicant or the Client. In such instances the terms set out in paragraph 3.11 shall apply (providing the Client notifies the Agency of the termination within 7 days of such termination).
3.11 If the employment is ended by either the Applicant or the Client within 12 weeks’ commencement of the Engagement (up to and including the final day of the notice period, or the final day’s pay in lieu of notice), the Client is entitled to the following refund scale from the original fee amount:
Up to 2 weeks - 90% refund
Week 3-4 - 70% refund
Week 5-6 - 50% refund
Week 7-8 - 30% refund
Week 9-10 – 20% refund
Week 10-12 – 10% refund
3.12 In the event that the Client requests a replacement to be found on the terms set out in paragraph 3.11 and the Agency (acting reasonably) is unable or unwilling to find a replacement then the Agency shall have the option to provide the above refund instead upon notice to the Client. The above refund amounts are non-negotiable and will be paid to the Client within 14 days of the date on which it receives notice of termination.
3.13 The Agency is only entitled to pay the Client the appropriate refund or offer the appropriate replacement discount if the Client made payment of the original Engagement fee to the Agency within 14 days of the invoice date as set out in paragraph 3.2.
3.14 If, after the offer of an Engagement has been accepted by an Applicant, the Client decides for any reason not to proceed with the appointment prior to the Applicant starting the Engagement, the Agency shall have the right to charge the Client 50% of the fees that would have been payable had the Applicant carried out the Engagement in accordance with paragraph 3.2.
3.15 If the Client appoints any party other than an Applicant to perform an engagement that it had previously instructed the Agency to find Applicants for and does not notify the Agency of this fact within 48 hours of making such appointment, the Agency shall have the right to charge the Client 10% of the fees that would have been payable had an Applicant carried out the engagement in accordance with paragraph 3.2
3.16 All fees payable to the Agency are subject to VAT (which shall be payable by the Client in addition).
4. MISCELLANEOUS CONTRACT TERMS
4.1 For the avoidance of any doubt, the Client shall be responsible for the employment or engagement of the Applicant and for ensuring that it carries out the same with all applicable laws, codes, and regulations.
4.2 If the Agency's performance of its obligations under these Terms is prevented or delayed by any act or omission of the Client, the Agency shall not be liable for any costs, charges or losses sustained or incurred by the Client as a result of such prevention or delay.
4.3 All communication between the Agency, Client and Applicants is confidential and should not be shared with third parties unless and to the extent required by law.
4.4 The Agency is committed to the handling and protection of personal data in line with the Data Protection Act 1998 (‘DPA’). When handling confidential information, the Agency will comply with the eight data protection principles set out in the DPA.
4.5 The Agency may terminate these terms at any time upon immediate written notice if (a) the Client materially breaches any of its obligations under these terms; or (b) the Client is wound up, dissolved, put into administration or any similar event occurs in respect of the Client. All fees owing by the Client shall be immediately due upon termination.
4.6 Save where such liability cannot be excluded by law (a) the Agency shall not be liable for any indirect or consequential loss suffered by the Client; and (b) the Agency’s liability shall otherwise be limited to 110% of the fees paid by the Client in respect of any Engagement to which such liability relates.
4.7 The Agency shall not be liable for any delay or failure to perform its obligations under these terms to the extent that this is due to reasons beyond its reasonable control.
4.8 No failure or delay by a party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
4.9 If any provision or part-provision of these terms is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms.
4.10. The Client shall not assign, transfer, or deal in any other manner with any of its rights and obligations under these terms.
4.11 Nothing in these terms shall be deemed to establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise either party to make or enter into any commitments for or on behalf of the other party.
These terms are governed by the law of England and Wales and both the Agency and the Client agree to the exclusive jurisdiction of the Courts of England and Wales.