Please note these terms of business are provided as an example only and actual terms agreed may differ from those below.
TERMS OF BUSINESS
1. Parties
2. Definitions
3. The Contract
4. Notification and fees
5. Introductions to third parties
6. Confidentiality and data protection
7. Intellectual property rights
8. Termination
9. Liability
10. General Terms
11. Governing law and jurisdiction
1. PARTIES
Adroit Staffing Limited (registered company number 12379847) of 1 Abbey Street, Eynsham, England, OX29 4TB (“Adroit Staffing”).
<client name> incorporated in England and Wales under company number <registered company no.> of <registered address> (“the Client”)
2. DEFINITIONS
a. The following definitions shall apply in this Contract:
“Candidate” any person Introduced by Adroit Staffing to the Client as a candidate for an Engagement.
“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK, including, without limitation, the UK General Data Protection Regulation and the Data Protection Act 2018 and the terms “controller”; “data subject”; “personal data” and “appropriate technical measures” shall have their respective meanings set out in the Data Protection Legislation.
“Engagement” means the engagement, employment or use of a Candidate on a permanent or temporary basis (whether directly or indirectly), following an Introduction (whether or not the Introduction was the effective cause of the Engagement), including, without limitation, under a contract of service or contract for services; under an agency, licence, franchise or partnership agreement; through a limited company of which the Candidate is an officer, employee or other representative or any other form of engagement; and “Engage”, “Engages” and “Engaged” shall be construed accordingly.
“Introduction” means (a) the passing of a CV or any other information which identifies a Candidate from Adroit Staffing to the Client whether acknowledged or not and whether or not the Candidate is named; or (b) any interview of the Candidate conducted by the Client whether in person, on the telephone, online or by any other means; and “Introduced” shall be construed accordingly.
“Introduction Fee” the applicable fee payable by the Client to Adroit Staffing upon a Candidate being Engaged.
“Member of its Group” means any member of the Client’s group of companies, including any company which is a subsidiary or a holding company of the Client or a subsidiary of any such company (where “subsidiary” and “holding company” have the meanings attributed to them in section 1159 Companies Act 2006) or which is an associated company of any such company (as “associated company” is defined in the Income and Corporation Taxes Act 1988, as amended).
“Remuneration” the anticipated total gross remuneration payable for the Candidate’s services during the first twelve months of an Engagement, including base salary, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments and all other payments and taxable (and, where applicable, non-taxable) emoluments receivable by the Candidate for their services.
b. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); and that person’s successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate and howsoever incorporated or established.
3. THE CONTRACT
a. These terms of business and the attached Schedule(s), if any, constitute the legally-binding contract between Adroit Staffing and the Client (the “Contract”) for the Introduction 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, or the passing by the Client of any information about a Candidate to any third person following an Introduction.
b. This Contract contains the entire agreement between the parties and unless otherwise agreed in writing by a director of Adroit Staffing, this Contract prevails over any other terms of business or purchase conditions (or similar) put forward by the Client.
c. No variation or alteration to this Contract shall be valid unless the details of such variation are agreed between a director of Adroit Staffing 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.
d. Adroit Staffing 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.
e. Adroit Staffing will endeavour to ensure the suitability of any Candidate Introduced to the Client based upon the information provided by the Client in relation to its requirements for the vacancy, but Human Talent is unable to ever guarantee the suitability of any Candidate.
f. The Client is responsible for satisfying itself regarding the suitability and ability of the Candidate prior to an Engagement, including, without limitation, verifying the Candidate’s references, skills, experience, medical history, professional and academic qualifications and right to work.
4. NOTIFICATION AND FEES
a. The Client agrees to:
i. notify Adroit Staffing immediately of the terms of any offer of an Engagement which it makes to any Candidate;
ii. notify Adroit Staffing immediately that its offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration agreed with the Candidate, together with any documentary evidence as requested by Adroit Staffing; and
iii. pay the Introduction Fee, to be calculated in accordance with the provisions of clause 4, by the due date(s) for payment in clause 4.3.
b. An Introduction Fee calculated in accordance with clause 4.4 below shall be payable by the Client if the Client or any Member of its Group 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) and Adroit Staffing is informed in writing before such Engagement commences.
c. The Introduction Fee shall be payable immediately on receipt of Adroit Staffing’s invoice which shall be rendered on the Candidate’s acceptance of the offer of an Engagement.
d. The Introduction Fee will be calculated as 27% of Candidate’s total annual Remuneration for the Engagement.
i. Where the Client provides the Candidate with a company car, £850 will be added to the Introduction Fee payable to Adroit Staffing;
ii. Where payment is received either by direct debit or within 13 days of the date of Adroit Staffing’s invoice, the Introduction Fee payable will be reduced to 25% of the Candidate’s total annual Remuneration upon receipt of a written request by the Client to Adroit Staffing and the difference will be refunded to the Client within 14 days.
e. Where prior to the commencement of the Engagement, Adroit Staffing and the Client agree that the Engagement will be on the basis of a fixed term period of less than 12 months, the Introduction Fee will apply pro-rata, subject to a minimum fee of £2,000. 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 the initial fixed term period expires or terminates, then the Client shall be liable to pay a further fee based on the additional Remuneration applicable for (a) the extended period of the Engagement or (b) the period of the Re-Engagement, subject to the Client not being liable to pay a greater sum in Introduction Fees than the Client would have been liable to pay under clause 4.4 had the Candidate first been Engaged for 12 months or more.
f. In the event that the Client fails to notify Adroit Staffing that a Candidate has been Engaged by the Client or any Member of its Group within 12 months of the Introduction, an Introduction Fee calculated at 30% of the Candidate’s total annual Remuneration will be payable by the Client to Adroit Staffing.
g. The Client’s obligations under clause 4 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.
h. All amount payable by the Client under this Contract are exclusive of VAT, which shall be charged at the applicable rate by Adroit Staffing.
i. If the Client does not pay any invoiced amount by the due date for payment, Adroit Staffing reserves the right to:
i. 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.
ii. charge the Client for the costs of collecting any unpaid amount, including any lawyers’ fees or expenses incurred relating to the collection process.
j. 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 starting the Engagement, the Client shall be liable to pay Adroit Staffing a Cancellation Fee of 50% of the Introduction Fee which would be due to Adroit Staffing if the Candidate had been Engaged, as calculated in accordance with the provisions of clause 4.
5. INTRODUCTIONS TO THIRD PARTIES
a. Introductions of Candidates are confidential. If, following an Introduction, the Client discloses a Candidate’s details to a third person (other than a Member of its Group), 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 person within 12 calendar months of Adroit Staffing’s Introduction of the Candidate to the Client, then the Client will be liable to Adroit Staffing for payment of an Introduction Fee calculated in accordance with clause 4.4. The Client shall not be entitled to a refund or reduction of the Introduction Fee in any circumstances.
6. DATA PROTECTION AND CONFIDENTIALITY
a. Each party agrees that it will at all times comply with the applicable requirements of the Data Protection Legislation. This clause 6.1 is in addition to, and does not relieve, remove or replace a party’s rights or obligations under the Data Protection Legislation.
b. The parties acknowledge that for the purposes of the Data Protection Legislation both Adroit Staffing and the Client are each data controllers, but they are not joint data controllers.
c. Without limiting clause 6.1, each party shall ensure that it has all necessary appropriate consents in place to enable the lawful transfer of the personal data for the duration and purposes of this Contract.
d. Each party shall ensure that it has appropriate technical and organisational measures to protect against unauthorised and unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss or damage and the nature of the data to be protected.
e. The Client shall assist Adroit Staffing, at its own cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with regard to security, breach notifications, impact assessments and consultations with supervisory authorities.
f. Adroit Staffing agrees that it shall keep confidential all Confidential Information of the Client, shall only use the same as required to perform its obligations under this Contract and shall not disclose it to any other party except to its employees as required to perform its obligations under this Contract. The provisions of this clause shall not apply to: (a) any information which was in the public domain at the date this Contract is concluded; (b) any information which comes into the public domain subsequently other than as a consequence of any breach of this Contract or any related agreement; or (c) any disclosure required by any applicable law or a regulatory authority or otherwise by the provisions of this Contract.
7. INTELLECTUAL PROPERTY RIGHTS
a. The Client agrees that Adroit Staffing may use the Client’s logo and/or trademark on its websites and any advertising or marketing material Adroit Staffing may produce from time to time for the purpose only of stating that the Client is a client of Adroit Staffing, unless otherwise stated in writing by the Client.
8. TERMINATION
a. Without affecting any other right or remedy available to it, either party may terminate this Contract by giving the other party 30 day’s written notice.
b. Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
i. the other party commits a material breach of any term of this Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
ii. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
iii. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
c. Without affecting any other right or remedy available to it, Adroit Staffing may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract by the due date for payment.
d. Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination of this Contract shall remain in full force and effect.
9. LIABILITY
a. Adroit Staffing shall not in any circumstances, be liable to the Client for;
i. All or any loss, liability, damages, costs, claims or expenses incurred by the Client or any third person, as a result of the negligence, dishonesty, misconduct, errors, acts or omissions of any Candidate Introduced by Adroit Staffing.
ii. Consequential, special or indirect loss or damage.
iii. Loss of income, profit, interest or anticipated savings suffered or incurred by the Client arising out of, or in connection with, this Contract or, an Engagement, whether or not Adroit Staffing was aware or could reasonably be expected to have been aware that any such loss, damage or claim could result, whether under contract, tort (including negligence and strict liability) or otherwise.
iv. The inability of Adroit Staffing to supply a suitable Candidate.
b. Adroit Staffing’s total liability to the Client in respect of all other losses arising in any given consecutive twelve month period under or in connection with this Contract or the services provided, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the total fees paid by the Client to Adroit Staffing during that twelve month period.
c. Nothing in this Contract shall exclude or restrict any liability of any party for which liability cannot be excluded or restricted by applicable law.
10. GENERAL TERMS
a. Neither party will during the term of this Contract or for a period of six (6) months from the termination of this Contract solicit or employ any person who was an officer or key executive of the other party and who had material dealings in relation to the services provided under this Contract, other than by means of an advertising campaign in any form whatsoever, including any social media campaign or by means of a direct application or such person has signalled via social media or any job board that they are actively looking to change jobs.
b. No provision of this Contract will be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.
c. If any provision or part-provision of this Contract 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 shall not affect the validity and enforceability of the rest of this Contract.
11. GOVERNING LAW AND JURISDICTION
a. This Contract shall be governed by, and construed in accordance with the law of England & Wales and is subject to the exclusive jurisdiction of the Courts of England & Wales.