T E R M S O F B U S I N E S S
Terms and Conditions for the Supply of Permanent Staff
1) Definitions
Applicant - Any person Introduced by the Company to the Client for an Engagement (including any officer or employee of the Applicant if the Applicant is a limited company).
Client - The person, firm or corporate body to whom an Applicant is Introduced, as identified and named in the signatory section in these terms and conditions.
Client Group - Any subsidiary or associated company of the Client as defined by s1159 of the Companies Act 2006.holding company of the Client (as defined by section 1159 of the Companies Act 2006) and any other group undertaking of the Client (as defined by section 1161 of that Act).
Company - Remedicare Staffing Limited, a company registered in England and Wales under company number 07364096 whose registered office is at A33 Imperial Way, Imperium Reading Offices, Reading RG2 0TD, and any successor to its business.
Direct Contract - An Engagement of an Applicant by the Client on a direct contract assignment basis (whether or not on a fixed term or on-going basis).
Engagement - The engagement, employment or use of an Applicant, whether under a contract of service, contract for services, agency, license, franchise, partnership agreement, or in any other capacity, whether directly or indirectly through a third person or other legal entity; Engages and Engaged shall be construed accordingly.
Fee - The fee payable by the Client for an Introduction resulting in the Engagement of the Applicant, calculated by applying the Standard Rate to the Remuneration, or such reduced rate as may be agreed in the Specific Terms subject to Clause 5(b).
Individual - The Engagement of an Applicant by the Client on a Direct Contract.
Introduction - (i) 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 (ii) the passing to the Client of a curriculum vitae or information which identifies the Applicant or from which the Client may deduce the identity of the Applicant; and either (i) or (ii) precedes the Engagement of that Applicant by up to 12 months, whether the Applicant was known to the Client previously or not. “Introduces” and “Introduced” shall be construed accordingly.
Offer - An offer of an Engagement (whether orally or in writing) by the Client to an Applicant, or by the Company on instruction of the Client
Permanent - An Applicant Engaged on a permanent basis whether full-time or part time.
Remuneration - The anticipated aggregate gross annual taxable emoluments payable to or receivable by the Applicant in the first year of their Permanent Engagement, which includes base gross salary, allowances (including car allowance), inducement payments, relocation expenses, bonuses and or commission earnings, the benefit of a company car (which shall be assumed to have a notional value of £3,500 for this calculation), and any other identifiable benefits (whether contractual or not, and whether guaranteed or not) or the annualized gross fees (including but not limited to any bonus, commission, expenses, allowances, and shift allowances) payable to or receivable by the Applicant Engaged as an Individual or in any other capacity; and whether Engaged by the Client, the Client Group or a Third Party.
Specific Terms - The special terms and conditions set out in Schedule 1 to this Agreement, or such other special terms and conditions as are agreed in addition to the terms and conditions herein in writing signed by a director of the Company.
Standard Rate - The percentage of the Remuneration set out in the rate table at Clause 5(a), being the rate at which the Company provides its services in the absence of any agreed reduction under Clause 5(b).
Third Party - Any third party (whether a person or other legal entity) to whom the Client has introduced the Applicant.
Transfer Fee – A fee representing 25% of the Remuneration
2) The Contract
(a) These terms and conditions herein (and any Specific Terms) constitute the entire contract between the Company and the Client for the Introduction of Applicants for Engagements (“the Agreement”), and are deemed to be accepted by the Client upon the Client signing this Agreement and or any Specific Terms, upon the Introduction of an Applicant, the interview of or Engagement of the Applicant, or by the Client authorising the Company to commence work on a permanent vacancy, whichever event occurs the earlier. If there is any conflict between these terms and conditions and the Specific Terms, the Specific Terms shall prevail in respect of the rate at which the Fee is calculated and the period allowed for payment, and in all other respects these terms and conditions shall prevail. This Agreement shall prevail over any other terms of business, purchase order or other purchase conditions put forward by the Client.
(b) The Company is an “Employment Agency” for the purposes of the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
(c) Subject to Clause 10(b), the terms of this Agreement can be varied only by written Agreement between a director of the Company and the Client.
3) Commitments
(a) To enable the Company to Introduce suitable Applicants, the Client must provide the Company with all relevant information on its permanent vacancies including the anticipated start date, the position and type of work required, the experience, training and qualifications necessary for the position, the anticipated salary and benefits package, employee/employer notice period requirements and any known risks to health and safety.
(b) Where the Company Introduces an Applicant for a position which involves working with, caring for or attending a vulnerable person, the Company will comply with Regulation 22 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003. Where at the time of Introduction the Company has not obtained everything that Regulation requires, it will tell the Client what is outstanding and what steps it has taken, and the Client will decide whether to proceed. Where the Client interviews, makes an Offer to or Engages the Applicant without first confirming in writing that it requires the outstanding items, the Client is taken to have decided to proceed without them and, subject to Clause 9(b), may not bring any claim against the Company, or withhold or reduce any Fee, on that ground.
(c) The Client is responsible for checking an Applicant's references relating to his/her qualifications, skills, character, experience and ensuring that the legal (including the right to work) and medical requirements relating to an Applicant have been met (including undertaking any medical examinations required), and including obtaining a work permit and undertaking any criminal record checks when necessary. Without prejudice to Clause 3(b), the Client remains responsible, as the Applicant's prospective employer, for its own recruitment and vetting decisions, including obtaining its own enhanced criminal record certificate and any children's or adults' barred list check required for the position, satisfying itself as to the Applicant's right to work, and complying with the safer recruitment and suitability requirements applicable to its setting, including (where applicable) the Early Years Foundation Stage statutory framework, Regulation 19 of and Schedule 3 to the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014, and the requirements of Ofsted, the Care Quality Commission or any other regulator of the Client's business. Save as set out in Clause 3(b), the Company gives no warranty as to an Applicant's technical suitability for the position or as to the accuracy of information provided by an Applicant or by a referee.
(d) The Client commits to ensuring that it only uses, processes, and retains an Applicant’s personal information as is reasonably necessary to evaluate an Applicant Introduced for an Engagement and shall at all times comply with the UK General Data Protection Regulation and the Data Protection Act 2018. The Client shall keep the Applicant’s personal information confidential and will not approach the Applicant’s current employer, contact the Applicant directly, or disclose the contents of the Applicant’s CV to any Third Party without the Company’s prior written consent. Each party acts as an independent controller in respect of an Applicant’s personal data. The Company shall retain records relating to an Applicant, to the Client and to each Introduction for the period required by Regulation 29 of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and thereafter in accordance with its retention policy, and shall process personal data in accordance with its privacy notice.
(e) The Client shall provide feedback to the Company at all stages of the recruitment process from the point of Introduction of an Applicant. In particular, the Client shall notify the Company immediately of any Offer it makes to an Applicant and of any acceptance of such an Offer by the Applicant and in any event within 7 days of making an Offer and receiving an acceptance of Offer. The Client shall also provide details of the terms of the Offer and details of the Remuneration to the Company. The Client shall further notify the Company of the date on which the Engagement commences, and of any change to that date, within 7 days of that date being agreed or changed.
(f) The Company will only Introduce Applicants that it has previously spoken to about the vacancy and confirmed the Applicant’s interest in the vacancy the Client seeks to fill, however, the Client acknowledges and agrees that the Company is not under a duty to disclose the name of the Client to the Applicant prior to any Introduction.
4) Introduction
(a) A Fee calculated in accordance with Clause 5(a) is payable by the Client if an Applicant is Engaged by the Client or the Client Group within 12 months of the Introduction of that Applicant, the Client’s withdrawal of an Offer to the Applicant or the Applicant’s rejection of an Offer (whichever occurs the later).
(b) An Introduction is strictly confidential. If the Client passes on the details of an Applicant to a Third Party which precedes the Engagement of the Applicant by up to 12 months, the Client agrees to pay the Company the Transfer Fee for that Engagement. No refund or rebate provisions shall apply in this case.
(c) If, upon Introduction, the Client believes that the Applicant has already been introduced to the Client by another Employment Agency (whether directly or indirectly through another employment agency or other party) for the same Engagement that the Applicant has been Introduced by the Company, the Client shall notify the Company in writing within 24 hours of the Company’s Introduction and where requested provide evidence of the other Employment Agency’s introduction. If the Client does not provide written notification as required under this Clause (or such previous introduction was for a different Engagement) the Client will be deemed to have accepted that the Company has introduced the Applicant and the Client liable to pay a Fee upon the Applicant’s Engagement. Notifying the Company of another Agency’s introduction of a candidate does not take away the liability to pay the Company a fee until the Company is satisfied that the other Agency’s introduction was the reason for the Engagement of the candidate.
5) Fees
(a) The Fee payable to the Company for an Engagement arising from an Introduction shall be calculated by applying the Standard Rate to the Remuneration. The Standard Rate is set out below and is the rate at which the Company contracts for any position in the absence of any reduced rate agreed under Clause 5(b). Where an Engagement is part-time, the applicable rate is applied to the actual Remuneration for that Engagement and no further apportionment is made. VAT will be charged in addition to the Fee where applicable.
Standard Rate:
25% - All Positions
(b) Any rate agreed in the Specific Terms which is lower than the Standard Rate is a discount from the Standard Rate, conditional upon the Client notifying the Company in accordance with Clause 3(e) (notification of Offer, acceptance and commencement). Where the Client does not do so in respect of an Applicant, the Fee for the Engagement of that Applicant is calculated at the Standard Rate applicable to the position, and where a Fee has already been invoiced at the reduced rate the Company may invoice the difference, payable in accordance with Clause 5(d).
(c) The Fee shall be invoiced on the commencement of the Engagement of an Applicant (including any Engagement under Clauses 7 or 8) or 45 days after the Applicant has accepted an Offer, whichever occurs the earlier. An Engagement takes place at the start of employment whether such Engagement is conditional upon the passing of a probationary period or not.
(d) All invoices must be paid within 30 days of the date of invoice, without deduction, set off and/or counterclaim by the Client. The Company reserves the right to raise and issue invoices electronically.
(e) If, after an Applicant has accepted an Offer of Engagement, the Client retracts the Offer prior to the commencement of the Engagement (irrespective of the reason), then the Client shall be liable to pay an administration Fee of £1,000.
(f) If the value of the Remuneration is not known, whether due to the Client failing to comply with clause 3(d) or otherwise, the Company shall be entitled to determine the Remuneration applicable based on current market rates for the position in which the Applicant has been engaged and charge a Fee calculated accordingly.
(g) In the event of non-payment the Company reserves the right to charge interest on the outstanding balance at the rate of 8% per annum above the base rate of the Bank of England from time to time, accruing daily from the due date until payment is received in full, whether before or after judgment. The Company shall in addition be entitled to recover the fixed sum compensation and the reasonable costs of recovering the debt provided for by section 5A of the Late Payment of Commercial Debts (Interest) Act 1998. The parties agree that the remedies in this clause constitute a substantial remedy for the purposes of section 8 of that Act.
(h) The Client’s obligation under Clause 3(e) (notification of Offer, acceptance and commencement) is fundamental to this Agreement, the Company having no independent means of establishing whether an Introduction has resulted in an Engagement. Where the Client does not notify the Company in accordance with Clause 3(e), the Fee for the Engagement of that Applicant shall be calculated at the Standard Rate in accordance with Clause 5(b), no refund or rebate under Clause 6 shall be payable in respect of that Applicant, and the Client shall indemnify the Company against the reasonable costs it incurs in establishing the fact and terms of the Engagement. The Client acknowledges that the Company’s interest in prompt notification extends beyond recovery of the Fee, in that notification determines when the Fee falls due and when the period in Clause 6 begins and ends, and enables the Company to comply with its record-keeping obligations under the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
(i) The Client will be liable for all administrative, collection agency and legal costs incurred as a result of the Client’s non-payment of any invoice by the due date.
(j) The director(s) of the Client (where the Client is a corporate body) or owner(s), principal(s), or partner(s)(where the Client is not a corporate body) who enter into this Agreement will be personally liable, jointly and severally with the Client, for any due invoices in the event of non-payment of such invoices by the Client.
6) Refund Guarantees
(a) Any refund guarantee is conditional upon (i) the Client having notified the Company in writing of the termination of the Engagement within 7 days of its termination (ii) the Client having notified the Company of the engagement of the candidate in accordance with clause 3(e).
(b) Where the Applicant terminates the Engagement, or the Client terminates the Engagement by reason of the Applicant’s incapability or misconduct, before the expiry of 5 weeks from the commencement of the Engagement the Company shall provide a rebate of the Fee calculated in accordance with the following structure:
Termination Week - Fee Rebated %
Week 1 - 100%
Week 2 - 75%
Week 3 - 60%
Week 4 - 50%
Week 5 - 30%
Week 6 - 20%
(c) If any invoice due from the Client to the Company is overdue at the date a rebate would otherwise fall due under Clause 6(b), no credit note is issued and no rebate is payable in respect of that Applicant. Otherwise, where a rebate is due under Clause 6(b) the Company will issue a credit note. The credit note is applied first against the invoice for the Fee, to the extent that invoice is unpaid, and then against any other sum the Client owes the Company. Any part of the rebate remaining is paid to the Client within 30 days of the date of the credit note. If any balance of the invoice for the Fee is unpaid after the later of its due date and the seventh day after the date of the credit note, the credit note is cancelled as from the date it was issued, the whole Fee falls due immediately, and interest and compensation run under Clause 5(g) (interest and compensation on late payment) from the original due date. A rebate claim, or a dispute about whether a rebate is due, does not entitle the Client to withhold, deduct from or delay payment of any sum due to the Company.
(d) The refund guarantee in this clause 6) shall only apply once in respect of each Applicant.
(e) No refund guarantee shall apply in the event that an Engagement occurs as a consequence of the Client’s introduction of the Applicant to a Third Party under clause 4(b) or in the event that the Client or any member of the Client Group re-Engages the Applicant under clause 7(a) or 7(b) or does not notify the company of an offer of engagement under Clause 3(e).
7) Re-Engagement
(a) Should the Client re-Engage the Applicant within 6 months of the date of termination of the Engagement the full fee calculated in accordance with Clause 5(a) will become due, without entitlement to any rebate.
(b) Without prejudice to Clause 7(a), where the Client withdraws from the recruitment process following an Offer, whether or not that Offer was accepted, and the Client or any member of the Client Group Engages that Applicant within 12 months of the Introduction, whether following an approach by the Client, by the Applicant or by any third party, that Engagement is treated as arising from the Company’s Introduction and a Fee of 25% of the Remuneration is payable, without entitlement to any rebate under Clause 6. That Fee is payable as the price of the Introduction which has resulted in the Engagement and not by reason of any breach by the Client.
8) Direct Contracts
(a) Where a Direct Contract is agreed for less than 12 months, the Fee shall be calculated in accordance with Clause 5 (a), but applied pro rata to the period of the Direct Contract or as otherwise agreed between the parties in writing, and with no entitlement to any rebate.
(b) Any extension of a Direct Contract or any re-Engagement of the Applicant by the Client within 6 months of the expiry or earlier termination of the Direct Contract shall attract a Fee (calculated under Clause 5(a) pro rata for the period of any extension of re-Engagement).
(c) If the Client makes an Offer of Permanent Engagement to the Applicant during a Direct Contract and the Applicant accepts that Offer, an additional Fee will be due for the Permanent Engagement calculated under Clause 5(a).
9) Liability
(a) The Company and the Client will not unlawfully discriminate against any Applicant whether directly or indirectly, on grounds of sex, sexual orientation, marital or civil partner status, gender reassignment, race, religion or belief, color, nationality, ethnic or national origin, disability or age. Each Party will ensure that each Applicant is considered and or assessed for roles based on the Applicant’s merits, qualifications and technical abilities to fulfil the role. The Company will not accept instructions from a Client who indicates an intention to discriminate unlawfully.
(b) Except in the case of death or personal injury caused by the Company’s negligence or in any other circumstances in which the Company’s liability cannot be limited in law, the Company shall not be liable to the Client for any loss, liability, damage, costs, claims or expenses (whether direct, indirect or consequential) incurred by the Client whether arising in respect of, contract, tort (including negligence), statute, misrepresentation or otherwise in connection with the Introduction or Engagement of any Applicant to the Client or the failure by the Company to Introduce an Applicant. The Company’s total liability arising under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise shall be limited to 100% of the Fees paid by the Client in respect of the Introduction under which such liability has arisen or in the event of no Fee having been paid the sum of £5,000.
10) General
(a) This Agreement is governed by and shall be construed in accordance with the laws of England and is subject to the exclusive jurisdiction of the English courts (other than for enforcement proceedings, for which the English courts shall have non-exclusive jurisdiction).
(b) The Company may vary the terms of this Agreement, provided that the Company’s notifies the Client in writing of any such variation.
(c) 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 addressee 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.
(d) Each provision of this Agreement (as defined by punctuation) is separate, distinct and severable. If any of the provisions of this Agreement are determined by the English Courts to be unenforceable, to any extent, such provision may be modified or severed from the remaining terms of this Agreement to give meaning to the intention of the parties, and the remaining provisions including any such modified provisions shall continue in force.
(e) The Client may not assign its rights and obligations under this Agreement without the prior written consent of the Company. No person or entity other than the Client and the Company shall have any rights under this Agreement (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).
(f) All words and expressions in these terms and conditions expressed in upper case shall have the meanings as set out in Clause 1. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa. The headings contained in these terms and conditions are for convenience only and do not affect their interpretation. All references to legislation shall include any subsequent amendments or variations and including implementing regulations, codes, and orders made from time to time.
(g) No party to this Agreement shall have (nor represent that they have) any authority to make or enter into any contractual commitments on the other party’s behalf.
(h) The Client acknowledges that it enters into this Agreement in the course of its business and on its own commercial judgement, that it has had the opportunity to take independent legal advice, and that the pricing structure in Clause 5, including the Standard Rate and the circumstances in which any reduced rate ceases to apply, was drawn to its attention before this Agreement was made and is accepted by the Client as proportionate to the Company’s legitimate interest in performance of this Agreement.
I have read, understood and agree to the above term and conditions of business. I confirm that I have authority to enter into these terms and conditions of business.