TERMS AND CONDITIONS OF BUSINESS FOR THE INTRODUCTION AND SUPPLY OF PERMANENT WORKERS TO THE CLIENT.
Food Recruit Ltd company number 12788663 with its registered office 794 High Street, Kingswinford, West Midlands, DY6 8BQ, United Kingdom are acting as a recruitment partner based on the following agreement
TERMS AND CONDITIONS OF BUSINESS FOR PERMANENT & FIXED TERM PLACEMENTS
1. Scope of this Agreement
These Terms and Conditions shall apply to:
a. any Business proposed or undertaken by FR for the Client, and B. The employment, engagement, or other use by the Client of a Candidate Introduced by FR.
In the absence of written confirmation, the use by the Client of any CV (or the details therein) provided by FR or the employment or engagement (or any offer of such) in any capacity, of any Candidate Introduced by FR will constitute acceptance by the Client of these Terms and Conditions.
These Terms and Conditions together with any documents referred to within them shall constitute the entire agreement between the Parties in relation to the Business, Placement and/or the employment, engagement, or other use by the Client of a Candidate Introduced by FR to the exclusion of all other agreements including any other terms and conditions of business or purchase conditions that the Client may attempt to impose in respect of the provision of the Business.
2. The Placement
FR shall use reasonable skill and care in the sourcing and Introduction of Candidates to the Client.
The Client shall provide FR with details of the Placement, including the anticipated Salary Package, job description and any other information reasonably necessary to enable FR to assess the suitability of a Candidate for that Placement.
Insofar as a Candidate or a third party provides details (whether in the form of academic or professional qualifications, professional background, experience or the like) relating to the Candidate, FR provides no warranty or representation as to the accuracy of such information and FR will not be liable to the Client for any loss (including direct loss, indirect or consequential loss, loss of profit, loss of anticipated revenue, loss of reputation or regulatory fines) or damage, nor shall FR bear any responsibility for any Client legal costs and expenses associated with such matters, whether arising directly or indirectly, as a result of such inaccurate or misleading information and the Client acknowledges that it is their sole responsibility and obligation undertake its own investigations to verify any information provided in respect of that Candidate and ensure that the same is accurate and correct.
Where the Client has instructed FR to approach a particular Candidate on the Client’s behalf, the Client shall indemnify and keep FR indemnified against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by FR as a result of claims made against FR in connection with such instruction provided that FR has complied with its obligation to use reasonable skill and care and has not acted negligently or illegally in such regard.
FR gives no representation or warranty that any Candidate is or will be willing and/or available to accept any Placement.
FR will not be liable for any and all losses, including direct losses, indirect or consequential losses, loss of profit, loss of actual or anticipated savings, loss of anticipated revenue, loss of reputation or regulatory fines, liabilities, costs and expenses (including legal costs and expenses) incurred by the Client arising from the Candidate’s acts or omissions including their acts or omissions in the performance of their employment (whether on a permanent or Fixed Term Placement basis) with the Client.
The Client acknowledges that the final decision to employ or engage the Candidate rests with it.
The Client will make FR aware of any security and/or health and safety requirements which FR’s staff and/or the Candidate must observe whilst at the Client’s premises.
Unless otherwise notified to the contrary by the Client in writing to FR, the Client hereby provides FR with its consent to use and reproduce the Client’s name, logo, and trademarks within advertising for the Placement and for FR’s general promotional literature (whether online or in print) provided always that FR shall not change or otherwise amend the Client’s name, logo, or trademark without the Client’s prior written consent. Nothing in this provision shall create any rights of ownership (whether registrable or not) in favour of FR over the intellectual property of the Client.
FR shall not be responsible for arranging work permits, insurance, or other incidental requirements of employment for the Candidate.
The Placement Fees for non-Fixed Term Placements shall be calculated as a percentage of the starting salary of the candidate. This percentage shall be agreed between the Parties and confirmed by FR in writing (including by email) or verbally (then confirmed by email). In the absence of such agreement, where a Placement is accepted by the Candidate, FR shall be entitled to charge Placement Fees calculated on its standard percentages of fifteen percent (15%). For the avoidance of doubt, where an offer of employment or engagement is accepted by the Candidate but (through no fault of the Candidate) no employment or engagement results, the Placement Fees shall still be due.
The Placement Fees for Fixed Term Placements shall be calculated against the equivalent annual full time Salary Package pro-rated to the length of the Fixed Term Placement but otherwise calculated in accordance with the provisions of clause 3.1.
Placement Fees are exclusive of any Value Added Tax which shall be charged by FR at the prevailing rate.
4. Additional Costs
Any Additional Costs will only be incurred by or with the Client’s approval and charged at rates agreed between the Parties in writing. Such Additional Costs will be payable by the Client, even if the Placement to which such Additional Costs are attributable is not secured.
5. Time For Payment
Save as provided in clause 6.2, the Client shall pay all FR invoices (including those for Additional Costs) in full, within thirty (30) days of the date of a FR invoice without any right of setoff.
Except as otherwise agreed in writing between the Parties, all Placement Fees shall be invoiced following the Candidate commencement date. FR shall be entitled to invoice all Additional Costs immediately after they have been incurred by FR.
The Client is deemed to have accepted an FR invoice if no dispute is raised in respect of the same, within seven (7) days of the date of such invoice. All disputes shall be dealt with promptly, in good faith and escalated to the appropriate levels within FR. For the avoidance of doubt, no disputed payment shall permit the Client any right of set off against future invoices or permit the Client to fail to discharge any other FR invoice issued pursuant to these Terms and Conditions.
Any third-party costs and/or expenses (including legal fees and other professional fees) incurred by FR in recovering amounts overdue pursuant to these Terms and Conditions shall be payable by the Client.
6. Retained Searches
Placement Fees for Retained Searches only shall be calculated based on the Salary Package and invoiced to the Client in three stages:
a. twenty percent (20%) of the Placement Fee on FR’s agreement to undertake the Business (based on an estimate of the Salary Package);
b. Twenty percent (20%) of the Placement Fee when the short-list of Candidates is presented to the Client by FR or thirty (30) days after FR’s agreement to undertake the Business whichever is the sooner (based on an estimate of the Salary Package); and
c. the balance (if applicable, adjusted for any variance between the estimated and final Salary Package) on the first day of the Client’s employment of the Candidate.
Placement Fees for Retained Searches are non-refundable. If the Client withdraws the Placement before the Candidate commences, all three stages of fees specified in clause 6.1 will become payable immediately.
7. Fixed Term Extensions & Conversions
For Fixed Term Placements, if:
a. a new fixed term commences within twelve (12) months from the end of the previous fixed term, and/or the original fixed term (or any subsequent fixed term) is extended, a further fee will be calculated in accordance with the provisions of clause 3.2; or
b. the Candidate accepts permanent employment with the Client within twelve (12) months of the end of the last fixed term, a further fee will be calculated in accordance with the provisions of clause 3.1. 7.2 In each circumstance established pursuant to clauses 7.1 and 7.1 b, the Client must notify FR immediately in writing of the occurrence of such circumstance.
8. Additional Circumstances Where Placement Fees Will Be Due
The Client shall inform FR as soon as reasonably practicable and in any event within seven (7) days of the occurrence of any of the events envisaged pursuant to the provisions of this clause 8.1, and shall pay the Placement Fee that would have been due to FR for a Placement where:
a. although no Placement occurs initially, a Candidate accepts an offer of employment or engagement with the Client within twelve (12)
months of the Final Communication; or
b. irrespective of whether a Placement resulted from the Introduction of a Candidate by FR to the Client, the Candidate is Introduced by the Client to a third party within twelve (12) months of the Final Communication and such introduction results in an offer of employment or an assignment, whether made through another recruitment agency, third party or by the Client direct.
The notification to FR under clause 8.1 shall include details of the start date of the employment and full details of theSalaryPackage agreed.
9. Replacement Candidates
No rebate of Placement Fees shall be made. Should the employment or engagement of a Candidate terminate within a period of twelve weeks (12) weeks (3 months) (including the Candidate’s period of contractual notice with the Client) from the Candidate’s employment commencement date with the Placement, FR shall use reasonable endeavours to seek a replacement Candidate on the condition that:
a. the Candidate leaves of their own volition and not due to any redundancy measures, change in job description or change in work conditions.
b. FR’s invoices have been settled in accordance with these Terms and Conditions.
c. the Client has complied with its obligations to the Candidate including its obligations under any relevant law.
d. the request is given exclusively to FR to replace the Candidate.
e. the replacement role is the same as the initial Placement; and
f. FR is informed in writing that the Candidate is no longer to be engaged by the Client within fourteen (14) days of such decision being made.
FR only offers such replacement for the initial Candidate placed with the Client in whatever capacity. No replacement for the replacement Candidate in whatever capacity shall be provided.
If the Salary Package of the replacement Candidate changes from that provided to the original Candidate, no additional fees will be charged or refunded.
The offer of searching for a replacement Candidate (where the circumstances noted in clause 9.1 are satisfied) will be valid for a period of two (2) months from the date of termination of the initial Candidate, after which FR is not obliged to offer such a replacement.
This clause 9 shall constitute the exclusive remedy for the Client with regards to a Candidate’s engagement terminating in the circumstances set out in clause 9.1.
10. Confidentiality and Data Protection
Each Party will hold information of the other that can be reasonably regarded as being confidential or is notified as being so by the disclosing Party, in confidence and will not disclose such information without the consent of the other Party unless required by law or a court of competent jurisdiction, or it has already been made available to the public other than through a breach of this clause. Any CVs or details of the Candidate provided to the Client by FR shall remain the confidential information of FR.
Both Parties shall comply with its data protection obligations as more particularly set out in the Data Protection Legislation that apply to each of them, respectively. The parties agree that they will be classified under the Data Protection Legislation as ‘Data Controllers in Common’ and have agreed to both comply with the Data Sharing Protocol relating to the data sharing referred to in these Terms and Conditions. The Client shall indemnify FR against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by FR arising out of or in connection with any third-party claims (including those of Candidates) caused by the misuse of a Candidate’s personal data by the Client or its Subsidiaries, or the employees, directors, agents, or contractors of each.
11. Law and Jurisdiction
Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
These Terms and Conditions shall be governed by and construed in accordance with the laws of England.
Neither Party shall be liable to the other under or in connection with these Terms and Conditions or any contract made upon them for any indirect or consequential loss, loss of profits, loss of business, loss of revenue loss of anticipated savings, loss of reputation or regulatory fines. Nothing in these Terms and Conditions limits any warranty, exclusion or limitation of liability or right imposed by statute or regulation to the extent that it cannot lawfully be excluded or limited.
Subject to the extent that a liability cannot be lawfully excluded or limited, the maximum liability of each Party to the other in respect of any Placement shall be limited to one hundred and twenty percent (120%) of the Placement Fees which are payable.
The Client will not during FR’s engagement and for a period of twelve (12) months thereafter (either on its own account or for any other individual or organisation), directly or indirectly induce, entice, or solicit away or try to induce, entice, or solicit away from FR any individual who is an employee, director, or consultant of FR. If the Client employs or engages any person in breach of this provision, the Client shall pay to FR on demand the sum equivalent to fifty percent (50%) of the Salary Package of such person. The Parties agree that this is a genuine preestimate of loss.
If any clause is held by a court of competent jurisdiction to be illegal or unenforceable, that part will be severed from all other terms without affecting the validity or enforceability of all other provisions of these Terms and Conditions.
If a Party is prevented in the performance of its obligations under the Terms and Conditions by circumstances that are beyond the control of that Party (acting reasonably) then that Party will not be liable for what would otherwise have been a breach of its obligations under these Terms and Conditions.
No failure or delay by either Party in exercising any right or remedy available to it will constitute a waiver of that or any other right or remedy. No waiver or amendment of any clause will be effective unless confirmed in writing to the other Party and in the case of FR, by a director of FR.
Those clauses which, by their nature, are intended to continue to have effect following termination or expiry of these Terms and Conditions shall survive and continue to bind the Parties.
A person who is not a Party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to benefit from or enforce any term of these Terms and Conditions.
Any variation to these Terms and Conditions, including the attempted introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by an authorised signatory of FR.
Definitions and Interpretation
In these Terms and Conditions, the following words shall have the following meanings unless the context dictates otherwise.
- “Additional Costs” shall for example mean any advertising campaign, additional pre-employment screening requirements or the like for a specific Placement or any other agreed supplementary charges.
- “Business” means work performed by FR in relation to permanent or Fixed Term Placements including, FR providing CVs (solicited or unsolicited), FR receiving instructions from the Client for a Placement, long/short listing of Candidates, introducing a Candidate, FR’s arrangement of or conducting interviews with Candidates or any other act either directly or indirectly relating to the sourcing or supply of a Candidate.
- “Candidate” means an individual Introduced by RW to the Client.
- “Client” means you or your ultimate holding company and all its subsidiaries.
- “CV” means curriculum vitae.
- “Data Protection Legislation” means the European Union’s General Data Protection Regulation (2016/679) (GDPR), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and all applicable laws and regulations relating to the processing of personal data and privacy as amended, re-enacted, replaced or superseded from time to time, including any guidance and codes of practice issued by the applicable supervisory authority. “Fee” means the document or written (including electronic) confirmation of the fees as agreed between the Parties.
- “Fixed Term Placement” means any Candidate Introduced to the Client who is employed or engaged directly by the Client on a fixed term contract.
- “Final Communication” means the latest date on which Parties communicated in respect of a Candidate.
- “Introduced” means the communicating (through whatever medium) of a Candidate’s CV, a long or short list of Candidates and/or details of a Candidate by FR to the Client or any other verbal or written communication between FR and the Client that enables the Candidate to be identified and “Introduction” and “Introduce” shall be construed accordingly.
- “Parties” means collectively FR and the Client and each individually shall be referred to as a “Party”.
- “Placement” means a position or role to which a Candidate may be or is appointed on a permanent or Fixed Term basis (including a Fixed Term Placement) with the Client.
- “Placement Fees” means the fees due to FR in relation to a specific Placement calculated in accordance with these Terms and Conditions.
- “FR” means Food Recruit Limited, a company incorporated in England and Wales whose registered office is at 794 High Street, Kingswinford, West Midlands, DY6 8BQ.
- “Salary” means the annual anticipated gross remuneration for a Placement, which includes gross annual salary only. No other package benefits such as company vehicle or bonuses shall contribute to this figure.