SUPPLYING PERMANENT STAFF – CLIENT TERMS OF BUSINESS
- 1.1 In these Conditions (as defined below) the following words and expressions shall have the meanings ascribed to them below:
- “Candidate” means the person introduced by Greenfield to the Client to be considered for an Engagement (whether the person so introduced is already known to the Client or not);
- “Client” means the person to whom the Candidate is introduced;
- “Conditions” means these terms of business;
- “Greenfield” means Greenfield Recruitment Limited of 4 Sweetlake Court, Mercian Close, Shrewsbury, SY3 9GE.
- “Engagement” means the appointment of a Candidate at any time up to 12 months after the date of the Client’s last interview with the Candidate or the initial introduction of the Candidate to the Client, whichever is the later, to perform services of any kind for the Client and in any way including but not limited to as an employee of the Client as an independent contractor, through a third party or in any other indirect way and/or the appointment of a Candidate to provide services of any kind to any other third party whether directly or indirectly for which the Client is responsible in accordance with these Conditions.
- “Introduction Fee” means: 20% of the Remuneration of the relevant Candidate plus VAT. “Remuneration” means the base salary payable to and receivable by the Candidate from the Client during the first 12 months of the Candidate’s Engagement, such sum to be determined as at the start of the Engagement.
- 1.2 The headings to the clauses shall not affect its construction.
- 1.3 The expression “person” means any individual, firm, company, incorporated association, partnership, government, state, or agency of state, or joint venture.
2 The Conditions
- 2.1 These Conditions are between Greenfield and the Client and govern the provision of recruitment services by Greenfield to the Client. IN THE ABSENCE OF ANY EXPRESS OR IMPLIED PRIOR ACCEPTANCE OF THESE CONDITIONS BY THE CLIENT, THEN THE CLIENT SHALL BE DEEMED TO ACCEPT THESE CONDITIONS BY VIRTUE OF AN INTERVIEW WITH, OR THE ENGAGEMENT OF THE CANDIDATE.
- 2.2 These Conditions shall apply to the exclusion of any other terms and conditions whether or not the same are endorsed upon, delivered with or referred to in any purchase order or other document delivered or sent by the Client to Greenfield. These Conditions shall only be varied if the variation is in writing and signed by a director of Greenfield.
- 2.3 These Conditions supersede all previous terms of business.
3 Provision of Recruitment Services
- 3.1 The Client shall notify Greenfield of the nature of the work which it requires Greenfield to introduce Candidates in relation to at the time when the Client engages Greenfield to make such introductions.
- 3.2 Greenfield will use its reasonable endeavours to introduce to the Client a Candidate who holds himself out as suitable to carry out work for the Client of such nature as the Client shall have notified to Greenfield who holds himself out as suitable in accordance with clause 3.1 above.
- 4.1 For each Candidate who is the subject of an Engagement, the Client shall immediately upon the Engagement commencing:
- 4.1.1 inform Greenfield in writing of the Candidate’s Engagement, including details of the Candidate’s Remuneration; and
- 4.1.2 pay the Introduction Fee to Greenfield in accordance with this clause 4.
- 4.2 The introduction of a Candidate and the provision of all information regarding a Candidate is personal to the Client and confidential. However, the Client may disclose details of any Candidate introduced by Greenfield to any third party (including an associated company as defined in the Companies Act 1985) provided that in the event that the Client does make such a disclosure which results in the Engagement of the Candidate to provide services to the third party to whom the disclosure was made and whether the services are supplied by the Candidate to that third party directly or indirectly then the Client shall pay the Introduction Fee to Greenfield. In the event that the Candidate’s Remuneration is not known where he or she is engaged in any way to provide services to a third party (whether directly or indirectly), the fee payable by the Client shall be based on what amounts to, in the reasonable opinion of Greenfield, reasonable remuneration for the work of the type which the Candidate has been engaged to undertake or where that is not known work of the kind for which Greenfield was engaged by the Client to introduce Candidates. In the event that the Candidate is engaged by an associated company of the Client, the Client shall procure that the associated company in question provides details of the Candidate’s Remuneration for the purpose of calculating the Introduction Fee.
- 4.3 In the event of any claim being made against Greenfield by a third party in connection with a Candidate where details of that Candidate have been disclosed by the Client to that third party, the Client shall indemnify Greenfield against all costs (including but not limited to solicitors’ costs and expenses and the cost of Greenfield’s staff time involved in dealing with any such claim), claims, losses, liabilities, damages and expenses Greenfield incurs in connection with the claim by the third party.
- 4.4 Greenfield shall be entitled to invoice the Client for the Introduction Fee:
- 4.4.1 immediately upon receipt of the Client’s notice pursuant to clause 4.1.1 or;
- 4.4.2 where the Client fails to provide such notice, at any time that Greenfield, in it’s reasonable opinion, believes an Introduction Fee is payable by Client.
- 4.5 The Client shall pay the Introduction Fee to Greenfield in full and without any deductions in cleared funds within 30 days from the date of Greenfield’s invoice. For the avoidance of doubt, the Client is not entitled to set off any sum due or allegedly due to it from Greenfield against the Introduction Fee.
- 4.6 If the Client fails to pay the Introduction Fee in full on the due date then that amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at 2 per cent per calendar month or part thereof and the client will forfeit any right to rebate.
- 4.7 Fees for advertising, expenses and all other charges (if any) must be separately agreed in writing by the parties and for the avoidance of doubt are not included in the Introduction Fee.
- 4.8 Time is of the essence in relation to any payment to be made by the Client to Greenfield.
5 Rebate of Fees
- 5.1 Subject to clauses 5.2 and 5.3, in the event that a Candidate’s Engagement is terminated within 12 weeks from the date of such Engagement then the Introduction Fee shall be refunded to the Client in the proportions set out in the table below:
|TERMINATION FROM START DATE||%AGE OF INTRODUCTION FEE REPAYABLE|
|BETWEEN 1 AND 4 WEEKS||75%|
|BETWEEN 5 AND 8 WEEKS||50%|
|BETWEEN 9 and 12 WEEKS||25%|
- 5.2 Greenfield will not be required to provide the Client with any rebate of the Introduction Fee where:
- 5.2.1 the termination of the Engagement was as a result of redundancy, pregnancy, injury, ill-health or by reason of the Candidate’s race, sex or any disability;
- 5.2.2 the Client does not notify Greenfield within 28 days from the date of the termination of the Engagement that it has terminated; or
- 5.2.3 the Client has failed to pay the Introduction Fee by the due date.
- 5.3 The rebate shall be repayable in full in the event of a subsequent Re-Engagement of the Candidate by the Client.
- 6.1 The Client acknowledges that, notwithstanding any other provision of these Conditions, it is their responsibility to confirm the suitability of a Candidate, including without limitation, the taking up of any written reference, the verifying of any academic or professional qualifications, the requirement of a work permit (where applicable) and the arrangement of any medical examinations. Greenfield does not give any warranty as to the suitability, competency, honesty or reliability of any Candidate. Greenfield’s obligation is to introduce to the Client Candidates who hold themselves out as potentially suitable to meet the Client’s needs and that is what the Introduction Fee is in respect of, it is not set at a level to include work in checking the Candidate’s credentials.
- 6.2 Subject to clause 6.3, Greenfield is not liable for any loss or damage whatsoever sustained by the Client (whether direct, indirect or consequential and including but not limited to loss of profits, loss of goodwill and loss of opportunity) arising directly or indirectly from (i) the Engagement of a Candidate; or (ii) Greenfield’s failure to recruit or introduce a Candidate to the Client.
- 6.3 Nothing in these Conditions shall exclude Greenfield’s liability for death or personal injury resulting from its negligence.
All secret or confidential information relating to the business of the Client, its employees, transactions or finances disclosed to Greenfield shall be regarded as having been disclosed in confidence and shall not otherwise than in connection with the affairs of the Client (including but not limited to this Contract) be passed on to a third party or in any way be made use of by Greenfield at anytime either during or after the termination of these Conditions.
If any provision of these Conditions is held by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid or unenforceable in any respect this shall not affect any other provision of these Conditions, which shall remain in full force and effect.
9 Entire Agreement
These Conditions contain all the terms which the parties have agreed in relation to the transactions provided for by these Conditions and neither of the parties have been induced to enter into these Conditions by a statement or promise which they do not contain nor have either of the parties relied on any information or statement other than as set out in these Conditions and any variation agreed in accordance with clause 2.2 above.
10 Governing Law and Jurisdiction
These Conditions and their construction shall be governed by English Law and the parties hereby agree to submit to the exclusive jurisdiction of the English Courts.