TERMS OF BUSINESS – GENERAL
All contingent permanent and fixed term recruitment business of Strategic People Ltd (including advertising fees and retained recruitment projects) is conducted upon the terms detailed below and overleaf.
Strategic is committed to maintaining a high level of service. However, because Introductions are dependent upon the accuracy of information outside Strategic’s control and as any decision to engage a Candidate is entirely a matter for a Client, Strategic cannot accept liability for any Losses incurred by Clients as a result of Engagements.
Strategic expects Clients to act promptly, reasonably and in good faith (including not applying any discriminatory standards or practices) when deciding whether it wishes to Engage a Candidate.
Upon the Engagement of a Candidate, Strategic shall charge the following Fees calculated as a percentage of the Candidate’s Remuneration Package (which, for the avoidance of doubt, shall include all benefits and allowances in addition to basic salary):
AMOUNT OF REMUNERATION PACKAGE
FEE PERCENTAGE CHARGEABLE
|Up to £39,999||18 %|
|£40,000 – £59,999||20.0%|
|£60,000 – £79,999||22.5%|
|£80,000 – £99,999||25.0%|
|£100,000K +||To be Agreed|
A free replacement will be provided by Strategic in the event the Client provides Strategic exclusivity for a period of one month in respect of that replacement. In the event Strategic is unable to provide a suitable replacement within this timeframe, the following rebate terms shall apply. No rebates shall be payable in respect of the replacement. Rebates relate to permanent Engagements only and only where the Candidate terminates the Engagement. A rebate of 1/10th of the Fee will be repaid for each complete week not worked within the first 10 weeks. Any Rebate is conditional upon:
(a) The Fee and any other invoiced sum having been paid within 7 days from the date of invoice; and
(b) The Client’s notifying Strategic in writing within 7 days of the termination and the reason for it; and
(c) The Candidate’s not being re-engaged in any capacity by the Client or any parent, subsidiary or associated company of the Client within 26 weeks of the termination, in which case any rebate provided by Strategic shall be repaid promptly.
Fixed Term Contracts
In the event of a Candidate being Engaged by the Client on a Fixed Term Contract (“FTC”) basis, a Fee shall be chargeable. The above fee structure will apply however will be pro-rata to the number of months engaged.
In the event that the FTC is subsequently extended, another Fee will be applied in line with our fee structure however this shall always be capped at a total equivalent to the appropriate Fee Percentage of one year’s Remuneration Package.
Retained Recruitment Projects
Strategic and the Client may agree special commercial terms in relation to retained recruitment projects that are carried out on an exclusive basis. In respect of such projects, the agreed Fee shall be chargeable as follows:
RETAINED ASSIGNMENT: Fees for this service are based on the Remuneration Package as described in definitions below and is calculated as stated below.
33% of target Remuneration Package payable on agreed acceptance of the Assignment
33% on presentation of shortlisted Candidates
Balance on commencement of Engagement of the Candidate and final agreed Remuneration.
Please refer to the full terms and conditions of business below for full details and definitions of terms outlined above.
PERMANENT AND FIXED TERM RECRUITMENTTERMS AND CONDITIONS OF BUSINESS
- 1. In these terms:
- a) “Candidate” means anyone who is referred or about whom information is supplied to a Client. It includes someone who may have been known or referred to that Client before Instructions are given or the Introduction is made.
- b) “Client” means the person or persons to whom an Introduction is made. It includes anyone who asks Strategic for an Introduction, gives Instructions or interviews a Candidate on behalf of a Client.
- c) “Engages” or “Engagement” means any contract under which (directly or indirectly) the Candidate of Strategic agrees to provide services to or for the Client or at the Client’s direction.
- d) “Fee(s)” means a sum equivalent to a percentage of the Remuneration Package, calculated at the rates set out above. It includes any additional fees that may have to be charged under Clauses 6(b)(2) and 6(b)(4). The Fee is exclusive of any VAT, which must be paid by the Client at the prevailing rate.
- e) “Instructions” means information about the Engagement, the Remuneration Package or the Client’s requirements concerning a Candidate’s qualifications or experience.
- f) “Introduction” means the referral of a Candidate or the provision of any information about a Candidate to the Client by Strategic or any associate, subsidiary or agent of Strategic.
- g) “Losses” means any kind of loss, cost, expense, charge, damage, liability or claim whatsoever other than liability for death or personal injury caused by negligence.
- h) “Remuneration Package” means without limitation, all salary, payments and any other taxable emoluments payable to or receivable by the Candidate for services provided to or on behalf of the Client, including, but not limited to, the provision of a company motor car which is calculated at £5000 salary equivalent, or car allowance.
- i) “Strategic” means the employment agency as defined under the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
2. Precedence of Terms
a) All Instructions are accepted and every Introduction is made subject to these terms. An Introduction is made when a referral or any information about the Candidate arrives at the Client’s office or is communicated to the Client Intermediary, whichever is the earlier event.
b) Giving Instructions, arranging an interview with or requesting further information about or from the Candidate, represents deemed acceptance of and agreement to these terms by the Client.
c) These terms prevail over any other terms or conditions which may conflict with their provisions or, but for this term, may have been incorporated into any agreement between Strategic and the Client.
- a) An Introduction, and any information about a Candidate, is provided to the Client in strict confidence and for the purpose of considering whether it wishes to engage that Candidate. The Client must not disclose an Introduction or any information about a Candidate to anyone else. In particular, the Client must not approach a Candidate’s current employer until the Client has made an offer of Engagement to that Candidate and has the Candidate’s permission to do so.
- b) The Client must inform Strategic within 48 hours of an Introduction being made if a Candidate is already known to be directly on the Client’s system or has been previously Introduced to the Client by someone other than Strategic.
- c) The Client must not re-introduce a Candidate to anyone else. If, within 6 months of the Introduction it does so, and this leads to a contract equivalent to an Engagement with someone other than the Client, the Client must pay the Fee as if there had been an Engagement under these terms, unless that other person pays Strategic a sum equivalent to the Fee.
- a) Strategic will use due skill and care in locating and introducing suitable Candidates. Strategic will take reasonable steps to, (i) ensure that it would not be detrimental to the interests or the Client for the Candidate to work in the position; (ii) ensure both the Candidate and the Client are aware of requirements imposed by law or professional bodies; (iii) confirm the Candidate is willing to work in the position. Beyond that, no other term or condition is to be implied concerning Strategic’s services. In particular, Strategic does not warrant or make any representations about the suitability of, or the accuracy of any information concerning, a Candidate (as this information comes from the Candidate or other sources outside Strategic’s control) and none is to be implied from anything Strategic may undertake or provide.
- b) Any decision to proceed with an Introduction, enter into an Engagement or incur any expense is a matter for the Client. The Client agrees that the responsibility for assessing and ensuring a Candidate’s suitability for an Engagement, including taking up or confirming references, educational background, medical history, or obtaining any work and other permits and assessing or confirming qualifications, remains with the Client at all times. The Client is strongly advised by Strategic to, and agrees to, take any of the steps referred to before offering or entering into an Engagement.
- c) Strategic shall not be liable, on any basis, for any Losses arising from, caused by or connected with Strategic’s taking the Client’s Instructions, the Introduction, the acts or omissions of a Candidate or an Engagement, even if a Candidate acts or has acted negligently, dishonestly or fraudulently.
- d) However, if, despite the previous provision, a Court determines that, for any reason and on any basis, Strategic is liable to the Client for any Losses, its aggregate liability shall be limited to the amount of the Fee paid or payable by the Client.
- e) Under no circumstances shall Strategic have any liability whatsoever to the Client for loss of profit, revenue, anticipated savings or bargain, loss or corruption of data or software or for any indirect, special or consequential losses.
5. Client Responsibilities
- a) The Client agrees:
- 1. To act promptly, reasonably and in good faith (including not applying any discriminatory standards or practices) when deciding whether it wishes to Engage a Candidate.
- 2. To indemnify Strategic against any Losses it incurs as a result of the Client’s breach of 5(a)(1) above or the negligence or other wrongful act, omission or statement of the Client.
- 3. To meet the costs of psychometric assessment tests or services where applicable.
6. Payment of Fees
- a) The Fee(s) becomes payable by the Client if a Candidate accepts an offer of Engagement at any time within 6 months of the Introduction being made. However, a Fee is not payable if a Candidate accepts an offer but fails to commence the Engagement through no fault of the Client. If after an offer of Engagement has been made, the Client decides to withdraw it for any reason, the Client shall be liable to pay the above Fees.
- b) The Client must:
- 1. Notify Strategic immediately a Candidate is offered an Engagement and provide full details of the remuneration package (and copies of any relevant contract and other documents if Strategic so requests) and when a commencement date for the Engagement is agreed.
- 2. Update Strategic immediately if there is any change in the offered or agreed Remuneration Package or the commencement date. Strategic reserves the right to adjust the Fee or require the payment of an additional fee if there is a change.
- 3. Pay the Fee without deduction or set off within 7 days of the commencement of the Engagement (the “Payment Date”) or, if for any reason an invoice is issued later than the Payment Date, within 7 days from the date of that invoice.
- 4. Provide Strategic with full details of the Remuneration Package actually received by or paid to the benefit of the Candidate for the first year of his or her Engagement (and copies of any relevant contract and other documents if Strategic so requests).
- c) If the Fee or any other invoiced sum is not paid within the time specified in Clause 6(b)(3) and in full, then interest shall be paid on any outstanding balance, at the rate of 4% above the Bank Of England’s prevailing base lending rate, the interest accruing daily from the due date until payment (whether before or after judgment) and, while any part of the balance or interest remains outstanding.
7. Advertising Booking Fees
- Where the Client requests Strategic to place advertisements in the media for permanent recruitment opportunities, Strategic shall undertake to follow the Client’s instructions strictly on the following basis:
- a) Once a booking has been placed, Strategic shall immediately invoice the Client for all costs associated with the actual publication of the advertisement(s) in the media (the “Publication Costs”).
- b) The Publication Costs shall be payable by the Client upon presentation of Strategic’s invoice. The Client understands and accepts that Strategic is unable to guarantee the media space required for the advertisement(s) until payment of the Publication Costs has been made by the Client. Any cancellation costs levied by the media shall be met by the Client.
- c) The Client shall also be billed for all costs associated with the design and production of the advertisement, including advertising agency fees (the “Production Fees”). Invoices for Production Fees shall be payable by the Client upon receipt of Strategic’s invoice. Failure to pay by such date will incur the provisions of 6(c) of this agreement.
- d) All direct and indirect costs associated with any advertising placed by Strategic on behalf of the Client at the Client’s request will be paid for by the Client whether or not a Candidate is engaged.
- a) This is the entire agreement between the parties. The agreement may not be cancelled and these terms may not be varied or their application or any breach of them waived other than by a document signed by a director, divisional/regional manager or legal representative of Strategic. No-one else acting for Strategic has authority to agree to any variation or waiver.
- b) If a specific fee or payment arrangement has been made between Strategic and the Client, which includes a variation of any of these terms and the Client breaches any term of that arrangement, then all of these terms shall be substituted for and form part of that arrangement with immediate effect.
- c) In addition to and without prejudicing any of its other remedies, Strategic may terminate the agreement between the parties with immediate effect if the Client breaches any of its terms or (in Strategic’s view) materially alters the Instructions.
- d) If the agreement is cancelled or terminated because of a material alteration to the Instructions, the Client agrees to indemnify Strategic against Losses incurred by it to that date or resulting from the cancellation or termination.
- e) Strategic shall not incur any liability to the Client for any Losses if the performance of Strategic’s obligations is prevented or delayed by the acts or omissions of others or other events, which are beyond its reasonable control.
- f) If any of these terms (or part thereof) is judged to be invalid or unenforceable for any reason, then the offending words shall be severed from the agreement or amended so as to ensure that the original spirit and intent of the term is made valid as far as possible. In the event that any term is severed for any reason, all other terms and conditions shall continue in full force and effect.
- g) Both parties agree not to approach or induce with offers of employment, directly or indirectly, any of the other party’s employees that it has had direct contact with under this agreement, without the prior written agreement of the other party. In the event that the Client employs or engages an employee of Strategic, then a Fee calculated upon that person’s Remuneration Package at the rates shown above, or £12,500 (whichever is the greater), shall become immediately payable to Strategic by the Client.
- h) For the avoidance of doubt, the laws of England and Wales shall apply to this agreement and any disputes arising from it are subject to the exclusive jurisdiction of the English courts.