Terms of Business
1.1 In these terms of business (‘the Terms’) the following expressions shall be given the following meanings:
‘Candidate’ a person introduced by Company to the Client to be considered for an Engagement
‘Company’ refers to the company Superior Recruitment Group Ltd, company registration number 11568375.
‘Engagement’ the employment, hire or other use, directly or indirectly and whether under a contract of service or contract for services or otherwise, and on a permanent, temporary or other basis, of a Candidate by or on behalf of the Client; and ‘Engage’ and similar expressions shall be interpreted accordingly
‘Introduction’ any means by which a Candidate’s availability for any Engagement (in each case whether actual or potential, present or future) is communicated to the Client by Company including, without limitation, post, facsimile, e-mail or telephone and whether such communication is directed specifically to the Client or generally to the Client and others or otherwise; and ‘introduce’ and similar expressions shall be interpreted accordingly
‘Introduction Fee’ shall have the meaning set out in clause 4.1
‘Regulations’ the Conduct of Employment Agencies and Employment Business Regulations 2003 (and any reference in the Terms to a ‘Regulation’ shall be interpreted accordingly)
‘Relevant Period’ means the period of 12 months following an Introduction
‘Month’ a calendar month
‘Week’ 7 consecutive days
1.2 All and any business undertaken by Company is transacted subject to these Terms, all of which shall be incorporated in any agreement between Company and the Client. In the event of any conflict between these Terms and any other terms and conditions, these Terms shall prevail unless expressly otherwise agreed in writing by a partner or other authorised representative of Company. No variation in these Terms shall be valid if made without the written consent of a partner or other authorised representative of Company.
1.3 The Client shall be deemed to have accepted and agreed to these Terms if at any time on or after an Introduction:
The Client or any person on its behalf contacts a Candidate whether directly or indirectly and by any means whatsoever;
A Candidate is requested to attend an interview by or on behalf of the Client;
A Candidate is interviewed by or on behalf of the Client;
Any offer of Engagement to a Candidate by or on behalf of the Client;
A Candidate is Engaged by or on behalf of the Client whether directly or indirectly; or
The Client or any person on its behalf otherwise acts upon the Introduction (whichever first occurs).
2 Obligations of Company
2.1 Company will use reasonable endeavours to Introduce to the Client a suitable Candidate to carry out work for the Client of such nature as the Client shall notify to Company when advising Company of the vacancy in respect of which the Candidate has been introduced.
2.2 Company cannot guarantee to find a suitable Candidate for each vacancy.
3 Obligations of the Client
3.1 The Client will notify Company immediately if an offer of any Engagement is made to or accepted by a Candidate or otherwise upon the commencement of an Engagement (whichever first occurs).
3.2 The Client shall satisfy itself as to the suitability of any Candidate for the purposes of the vacancy for which the Candidate has been introduced. Without prejudice to the generality of the foregoing, it is acknowledged by the Client that it is for the Client to take up references, to check the validity of qualifications and to ensure that the Candidate has the necessary experience and expertise required to discharge their duties. The Client shall be responsible for obtaining any work and other permits and for ensuring that the Candidate satisfies any medical requirements or other qualifications that may be appropriate or required by law.
3.3 To enable Company to comply with its obligations to the Candidate under the Regulations, the Client undertakes to provide to Company details of the position which the Client seeks to fill including the type of work that the Candidate would be required to do, the location and hours of work, the experience training and qualifications which the Client considers necessary or which are required by law or any professional body for the Candidate to work in the relevant position, and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks. In addition, the Client shall provide details of the date the Client requires the Candidate to commence work, the duration or likely duration of the work, the minimum rate of remuneration, expenses and any other benefits that are offered, the intervals of payment of remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with the Client.
3.4 The Client further undertakes that in the event of the Client effectively introducing (directly or indirectly) any Candidate to another person, firm or corporation, including any subsidiary, associated or holding company of the Client, resulting in an Engagement by that person, firm or corporation (which the Client shall immediately notify to Company) the Client shall pay to Company an Introduction Fee in accordance with clause 4.1 hereof, unless the Engagement occurs after the Relevant Period or 12 months from the date of the Candidate’s last interview with the Client, whichever is the later.
4.1 If, following an Introduction, an Engagement commences within the Relevant Period, an Introduction Fee shall become due within 7 days of the start date.
4.2 The Introduction Fee shall be 25% of the Candidates total annual remuneration package
4.3 Where applicable, Company shall charge VAT to the Client, at the prevailing rate.
4.4 All Introduction Fees and other charges payable under this agreement are calculated in £GBP irrespective of the currency in which the remuneration package is expressed and are exclusive of any applicable VAT. The exchange rate used to calculate the Company’s Introduction Fees will be taken from www.xe.com at the date the Introduction Fee becomes due.
4.5 Any sums payable by the Client under this agreement shall be paid by the Client within 7 days of the date of invoice by Company.
4.6 Any sums payable by the Client under this agreement which remain outstanding after the agreed date for payment pursuant to clause 4.5 shall carry interest (both before and after any judgment) on a daily basis at an annual rate equal to 2% above the base rate of The Bank of England. Company acknowledges that this is a substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act (as amended).
4.7 Once an Introduction from Company has been made, the Client may not approach the Candidate direct. If this happens and results in an Engagement, the full Introduction Fee as calculated by reference to clause 4.2 above will become payable
5 Liability and indemnity
5.1 Neither Company nor any of its staff shall be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with an Engagement and, in particular, but without limitation to the foregoing, any such loss, injury, damage, expense or delay arising from or in any way connected with:
5.1.1 Failure of the Candidate to meet the requirements of the Client for all or any of the purposes for which he is required by the Client (subject to clause 5 hereof);
5.1.2 Any act or omission of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;
5.1.3Any loss, injury, damage, expense or delay incurred or suffered by a Candidate;
PROVIDED THAT nothing in this clause 6 shall be construed as purporting to exclude or restrict liability of Company to the Client for personal injury or death resulting from negligence (as defined in the Unfair Contract Terms Act 1977) nor any statutory liability or any exclusion or limitation which is prohibited by law.
5.2 During and after this agreement, the Client agrees to protect, indemnify, defend and hold harmless Company and any successor to Company, and to the extent required from time to time by the Company, (or its successors) its officers, agents, and employees, from and against any and all expenses, damages, claims (whether valid or invalid and whether deemed alleged or upheld), suits, losses, actions, judgments, liabilities, and costs whatsoever (including legal fees on a full indemnity basis) arising out of, connected with, or resulting from, the Client's negligence, misrepresentation or the breach of any obligation to be performed by the Client under this agreement.
5.3 The Client shall indemnify Company in respect of any and all liability of Company for:
5.3.1 Any loss, injury, expense or delay suffered or incurred by a Candidate, howsoever caused; and
5.3.2 Any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;
PROVIDED THAT this indemnity is given only in respect of any such loss, injury, damage, expense or delay caused during or arising directly or indirectly out of or in any way connected with an Engagement.
5.4 The Client acknowledges that the limitations and exclusions of the obligations and liabilities of Company set out herein are reasonable and reflected in the fee payable to Company hereunder and shall accept risk and/or insure accordingly.
6.1 Company reserves the right to review and to revise these Terms without prior notice.
6.2 No waiver by Company of any breach of these Terms by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
6.3 If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
6.4 These Terms shall be governed by and construed in accordance with the laws of England and Wales.
6.5 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle and dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).