This Agreement is made between:
Fairfax Management Consultants
(or, if applicable, principal place of business)
0 Xxxxxx Xxx Xxxxxxxxxx Xx Xxxxxxx
Company number, if applicable
[18%] of Candidate total annual gross Basic Salary.
Week after Appointment in which the Candidate leaves
% of Fee refunded
This Agreement shall comprise the following:
(i) This signature sheet; and
(ii) The Client Brief attached; and
(iii) Our How We Work With You Terms and Conditions (the "Terms and Conditions").
You acknowledge that you have read and understood the Terms and Conditions and agree to be bound by them. The date of this Agreement shall be the latest date of signature below.
Signature of authorised signatory
HOW WE WORK WITH YOU
We are pleased to be considered suitable to provide you with candidates. This Agreement explains how we will work with you.
1. Our Contract
Irrespective of when you sign this contract in consideration of our responding to your Client Brief this contract begins and you will have accepted its terms on the occurrence of an Introduction Event, whether or not you then go on to hire that Candidate.
The terms and conditions in this contract will apply in preference to any that you put forward.
2. Our Services
In response to the Client Brief and in consideration of you paying the applicable Fees we will provide you with the Recruitment Services.
We will use all due skill, care and attention to Introduce you to a Candidate suitable to carry out the work specified in the Client Brief.
When we Introduce a Candidate to you for employment, we are acting as an employment agency as defined in the Regulations.
3. Your Obligations
You must immediately tell us if the Candidate starts an Appointment with you following our Introduction or if you in any other way directly or indirectly Appoint a Candidate that we have introduced to you.
You acknowledge and agree that by asking us to carry out Recruitment Services on your behalf you authorise us to act on your behalf for that purpose.
You will provide us with the Client Brief.
By agreeing to Appoint or make use of a Candidate in any way, you will be obliged to pay us the Fee.
4. Payment Terms
You will pay a Fee to us in respect of each Candidate Appointed by you which will become immediately due on Appointment.
You will pay the Fee to us within 30 days of the date of our invoice (or as otherwise stated on that invoice).
If, after an offer of employment has been accepted by a Candidate, you withdraw the offer, we reserve the right to raise an invoice for the Fee which you will be liable to pay.
You will be liable to pay us a Fee if, following a Candidate’s unsuccessful application to you via us either:
a) you, without notifying us, Appoint that Candidate in any capacity within 12 months of us having Introduced or Re-Introduced the Candidate to you; or
b) you or your employee, agent or subcontractor, without notifying us, refer or Introduce that Candidate to a third party, including an Affiliate, and that third party Appoints the Candidate in any capacity within 12 months of our having Introduced or Re-introduced the Candidate to you.
If a Candidate leaves your employment within 12 weeks of having commenced employment for any reasons apart from redundancy or because the Candidate’s role with you does not (in our reasonable opinion) reflect the original job description for which the Candidate was recruited then provided that you immediately inform us in writing of the termination of employment, we will pay a rebate to you as set out in the signature sheet provided that if you or any Affiliate Appoints or Re- appoints the Candidate within 12 months of the date of termination of the Appointment, you will repay any rebated payment to us. For the avoidance of doubt any rebate by us will not include expenses properly incurred by us for the purpose of providing the Recruitment Services.
All amounts stated are exclusive of VAT, which will if applicable be charged in addition at the rate in force at the time you are required to make payment.
If you don’t make a payment by the date stated as provided for in these Terms and Conditions, we will be entitled:
a) to charge interest (both before and after any judgment) on the outstanding amount at the rate of 2% a year above the base lending rate of HSBC Plc, accruing daily;
b) not to perform any further Recruitment Services (or any part of the Recruitment Services).
All sums due or payable by you under this Agreement must be paid in full and clear of any deduction, set off or save as required by law.
We will not rebate any Fees except as stated in this Agreement (or as otherwise agreed by us in writing).
Whilst we make every effort to give you satisfaction by ensuring reasonable standards of skills, integrity and reliability from Candidates based on the details you provide, we accept no liability for any loss, expense, damage, costs or delay arising from the failure to provide a Candidate for all or part of the period of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Candidate or if the Candidate terminates the Assignment for any reason. For the avoidance of doubt, we do not exclude liability for death or personal injury arising from our own negligence.
The Candidates that we provide to you are deemed to be under your supervision once Appointed. You will comply in all respects with all relevant statutes, by-laws and legal requirements including provision of adequate Public Liability insurance in respect of the Candidate. You shall indemnify us against any costs, claims, damages and expenses incurred by us as a result of any breach of these terms by you.
You shall advise us of any special health and safety matters that we are required to inform the Candidate and about any requirements imposed by law or by any professional body, which must be satisfied if the Candidate is to be Appointed.
Our total liability (including that assumed under any indemnity) under this agreement (or arising under statute, tort or for any other reason) shall not exceed the total amount paid by you to us for the relevant Candidate. For the avoidance of doubt this amount does not include any amounts relating to the wages paid to the Candidate.
We will not be liable for any indirect and consequential loss including (but not limited to) loss of profits, sales, revenue, hardware, software, data or waste of management or staff time.
Without prejudice to the other remedies or rights either of us may have, either of us may terminate this Agreement, at any time, on written notice to the other:
(a) if the other is in material breach of its obligations under this Agreement and, if the breach is capable of remedy within 14 days, the breach is not remedied within 14 days of the Other Party receiving notice which specifies the breach and requiring the breach to be remedied; or
(b) if the other suffers and Event of Insolvency The notice will take effect as specified in the notice. On termination of this Agreement:
(a) you shall remain liable to pay any Fee in respect of any Appointment of any Candidate taking place both prior to and after termination;
(b) no Fee paid to us shall be refundable in any circumstances (except as provided for in this Contract);
(c) you will pay for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by us for the performance of the Recruitment Services before the date of termination.
These terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.
Affiliate means (a) a company which is either a holding company or a subsidiary company; or (b) a company
which is a subsidiary of a holding company of which such company is also a subsidiary;
Appointment means the employment, hire or other use, directly or
indirectly and whether under a contract of service or contract for services or otherwise, and/or whether on a permanent, temporary or other basis, of a Candidate by you or on your behalf, and ‘Re- appoints’ is to be interpreted accordingly;
Basic Salary means the Candidates salary excluding expected or
guaranteed bonuses, cash allowances, travel expenses, relocation expenses or other employment benefits whether cash or in kind;
Candidate means a person that we Introduce to you to be
considered for an Appointment;
Client Brief the outline of requirements of the desired candidate
specified by you to us from time to time;
Event of Insolvency means (a) becomes insolvent; or (b) if an order is
made or a resolution is passed for the winding up of the other (other than voluntarily for the purpose of solvent amalgamation or re-construction); or (c) if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other’s assets or business; or (d) if the other makes any composition with its creditors or takes or suffers
any similar or analogous action in consequence of debt;
Fee means as stated on the Signature Sheet;
Introduction means the provision to you of a curriculum vitae or
any other details, whether written or oral, of a Candidate, whether or not you had knowledge of that Candidate before the Introduction; “Introduced” or “Introduce” shall be construed accordingly;
Introduction Event means (i) you request us to Introduce a Candidate
for any position; or (ii) you, or a third party acting on your behalf, interview a Candidate; or (iii) you appoint a Candidate in any capacity; or (iv) a Candidate begins work for you in any capacity; or (v) we provide any of the Recruitment Services to you;
Regulations the Conduct of Employment Agencies and
Employment Businesses Regulations 2003;
Recruitment Services means the search for a Candidate or Candidates for
a vacancy or vacancies that you have notified to us and Introduction of such Candidate(s) to you by us.