Terms & Conditions
The terms and conditions of business set out below, constitute the contract between Redstone Search Group Ltd of Tyttenhanger House, Coursers Road, St Albans, AL4 0PG (herein referred to as the “Agency”) and the client (herein referred to as the “Client”) for the supply of staff and are deemed to be accepted by the Client by virtue of an Introduction or the Engagement of a Candidate.
1.1. In these Terms the following definitions apply:
|“Candidate”||means the person introduced by the Agency to the Client for an Engagement including any officer, employee or other representative of the Candidate if the Candidate is a corporate body;|
|“Client”||means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to which the Candidate is introduced;|
|“Engagement”||means the engagement, employment or use of the Candidate by the Client or by any third party to whom the Candidate has been introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement; or through a limited company of which the Candidate is an officer, employee or other representative;|
|“Introduction”||means (i) the Client’s interview of a Candidate (in person, by telephone or by any other means); or (ii) the passing to the Client of a curriculum vitæ or information which identifies the Candidate; and, in either case, which leads to an Engagement of the Candidate;|
|“Introduction Fee”||means the fee payable by the Client to the Agency for an Introduction resulting in an Engagement;|
|“Remuneration”||includes first year gross base salary or draw and guaranteed and/or anticipated bonus.|
1.2. Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.
1.3. The headings contained in these Terms are for convenience only and do not affect their interpretation.
2. THE CONTRACT
2.1. These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of the Agency, these Terms prevail over any other terms of business or purchase conditions (or similar) put forward by the Client.
2.2. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a director of the Agency 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.
2.3. The Agency 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.
3. NOTIFICATION AND FEES
3.1. The Client agrees to:
3.1.1. notify the Agency immediately of the terms of any offer of an Engagement which it makes to the Candidate;
3.1.2. notify the Agency immediately that its offer of an Engagement to the Candidate has been accepted and to provide details to the Agency of the Remuneration agreed with the Candidate together with any documentary evidence as requested by the Agency; and
3.1.3. pay the Introduction Fee, to be calculated in accordance with the provisions of this clause 3, by the due date for payment in clause 3.8.
3.2. The Introduction Fee calculated in accordance with clause 3.3 below is payable if the Client Engages the Candidate within the period of twelve 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).
3.3. The Introduction Fee is the amount equal to:
– Contingency appointment: 30% of the Remuneration applicable during the first 12 months of the Engagement.
– Retained appointment: 35% of the Remuneration applicable during the first 12 months of the Engagement.
3.3.1. The type of appointment i.e. Contingent or Retained is to be agreed between the Agency and the Client before the Introduction takes place.
3.3.2. A £10,000 minimum charge will apply to any Engagement where total annual Remuneration is less than £33,300 per annum.
3.4. When an Engagement occurs where the Candidate is remunerated on a commission only basis, the Agency will charge an Introduction Fee calculated in accordance with clause 3.3 based on the market rate level of remuneration applicable for the position unless a prior fee arrangement is made between the Agency and the Client.
3.5. Where the actual Remuneration is not known, the Agency will charge an Introduction Fee calculated in accordance with clause 3.3 based on its determination of the Remuneration taking into account the market rate level of remuneration applicable for the position in which the Candidate has been Engaged and with regard to any information supplied to the Agency by the Client and/or comparable positions in the market generally.
3.6. Where prior to the commencement of the Engagement the Agency and the Client agree that the Engagement will be on the basis of a fixed term of less than 12 months, the Introduction Fee will apply pro-rata. If the Client (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within six calendar months from the date of termination of the agreed period of the fixed term Engagement, then the Client shall be liable to pay a further Introduction Fee based on the additional Remuneration applicable for (a) the extended period of Engagement or (b) the period of the second and any subsequent Engagement, subject to the Client not being liable to pay a greater sum in Introduction Fees than the Client would have been liable for under clause 3.3 had the Candidate first been Engaged for 12 months or more.
3.7. The Client’s obligations under this clause 3 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.
3.8. The Introduction Fee shall be payable within 21 days of the date of the Agency’s invoice which shall be rendered once the Candidate commences the Engagement.
3.9. VAT is charged at the standard rate on all fees where applicable.
3.10. The Agency reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 4% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.
4.1. If, once an Engagement has commenced, it is terminated by either the Candidate or the Client (except in circumstances where the Candidate is made redundant) before the expiry of five weeks from the date of commencement of the Engagement; then subject to the terms of clause 4.2 a refund of 20% will be allowed against the Introduction Fee for each complete week of the initial five week period not worked by the Candidate.
4.2. In order to qualify for the refund set out in clause 4.1, the Client must comply with the provisions of clause 3.1 and must notify the Agency in writing of the termination of the Engagement within 7 days.
4.3. If subsequent to the Client receiving a refund, the Candidate is re-Engaged within a period of six calendar months from the date of termination then the refund shall be repaid to the Agency. The Client shall not be entitled to any further refunds in relation to the re-Engagement of this Candidate.
5. INTRODUCTIONS TO THIRD PARTIES
Introductions of Candidates are confidential. If a Client discloses a Candidate’s details to a third party, 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 party within six months of the Agency’s Introduction of the Candidate to the Client, then the Client will be liable to the Agency for payment of an Introduction Fee in accordance with clause 3. Neither the Client nor the third party shall be entitled to a refund of the Introduction Fee under clause 4 in any circumstances.
6. CONFIDENTIALITY AND DATA PROTECTION
All information relating to a Candidate is confidential and subject to the Data Protection Act 1998 (“DPA”) and is provided solely for the purpose of providing work-finding services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the DPA in receiving and processing the data at all times. In addition information relating to the Agency’s business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.
7.1 The Agency shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the Agency seeking a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of the Agency to introduce any Candidate.
7.2 The client is deemed responsible and has liability to ensure the appropriateness and suitability of the Candidates introduced by the Agency to carry out the position which the Client seeks to fill. The Client is also responsible for substantiating that the Candidate has the experience, training, qualifications and other authorisation which the Client considers necessary or which may be required by law or by any professional body.
If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws.
9. GOVERNING LAW AND JURISDICTION
These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.