IMPORTANT: IN ORDER TO QUALIFY FOR A FEE REBATE YOU MUST PAY OUR INVOICES BY THE DUE DATE, THE REASON FOR TERMINATION MUST BE A QUALIFYING REASON AS SPECIFIED IN OUR FEE REBATE CLAUSE AT 4.1 BELOW AND YOU MUST COMPLY IN ALL RESPECTS WITH THESE TERMS
TERMS OF BUSINESS FOR THE INTRODUCTION OF PERMANENT OR FIXED TERM CONTRACT STAFF (TO BE DIRECTLY ENGAGED BY THE CLIENT) April 15
- In these Terms the following definitions apply:
Aspire Rec2Rec Limited registered company no. 9540059. of Eastfield, 148 Ware Road,
Hertford, Herts, SG13 7HR (“the Agency”).
means the fee payable by the Client to the Agency when the Client withdraws an offer of Engagement
made to the Candidate before the Engagement commencement date and which is calculated in accordance with clause 3.12
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, and members of the Agency’s own staff;
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;
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; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;
means (i) the passing to the Client of a curriculum vitæ or information which identifies the Candidate or could reasonably allow the Candidate to be identified (ii) the Client’s interview of a Candidate (in person, by telephone or by any other means); and, in either case, which leads to an Engagement of the Candidate; and “Introduces” and “Introduced” shall be construed accordingly;
means the fee payable by the Client to the Agency for an Introduction resulting in an Engagement;
includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Candidate for services rendered to or on behalf of the Client or any third party. Where the Client provides a company car, a notional amount of £5,000.00 will be added to the salary in order to calculate the Agency’s fee;
Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.
The headings contained in these Terms are for convenience only and do not affect their interpretation.
- THE CONTRACT
These terms of business and the below Schedule(s) (“the Terms”) constitute the contract between the Agency and the Client for the supply of permanent or contract staff (to be engaged directly by the Client) and are deemed to be accepted by the Client by virtue of an Introduction or the Engagement of a Candidate, or the passing by the Client of any information about a Candidate to any third party following an Introduction.
These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director or Manager of the Agency, these Terms prevail over any other terms of business or purchase conditions (or similar) put forward by the Client.
No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a Director or Manager 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.
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.
- NOTIFICATION AND FEES
The Client agrees to:
notify the Agency immediately of the terms of any offer of an Engagement which it makes to the Candidate;
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
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.
The Introduction Fee calculated in accordance with clause 3.3 below is payable if the Client Engages the Candidate within the period of 6 (six) 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).
The Introduction Fee is calculated in accordance with the Fee Structure Schedule based on the Remuneration applicable during the first 12 months of the Engagement.
If the Agency obtains evidence that the actual Remuneration is different to the information provided to the Agency under Clause 3.1.2 or otherwise, there will be a further fee (additional to the Introduction Fee) of £10,000.00 (ten thousand pounds) payable by the Client.
Where the actual Remuneration is not known or cannot reasonably be calculated, the Agency will charge an Introduction Fee of £10,000.00 (ten thousand pounds).
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 6 (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 the 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.
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.
The Introduction Fee shall be payable within 14 (fourteen) days of the date of the Agency’s invoice which shall be rendered once the Candidate commences the Engagement or upon the Agency becoming aware of the commenced Engagement.
VAT is charged at the standard rate on all fees. 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 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.
Failure to comply with the payment term in Clause 3.8 will result in any discounted agreement (confirmed in a variation to our standard terms of business documented in accordance with Clause 2.3) becoming null and void, our standard terms of business will apply and a further invoice will be issued for the additional fee due and owing.
If, after an offer of Engagement has been made to the Candidate, the Client decides for any reason to withdraw it, the Client shall be liable to pay the Agency a Cancellation Fee calculated in accordance with the Cancellation Fee Schedule below.
In the event that any Agency employees with whom the Client has had personal dealings accepts an Engagement with the Client while employed by the Agency [or within 6 months of leaving the Agency], the Client shall be liable to pay an Introduction Fee of £10,000.00 (ten thousand pounds) to the Agency with no rebate.
Should Agency be required to take legal action to enforce its rights under these Terms, including payment of its invoices, then should the Client concede liability or be found legally liable, then the Client shall pay Aspire’s reasonable costs and expenses, including legal costs incurred.
If, after an offer has been made and accepted, the Engagement (a) does not commence because the Candidate withdraws their acceptance; or (b) once it has commenced, is terminated by the Candidate on a non fault basis or (c) once it has commenced is terminated by the Client on the grounds that the Candidate is technically incompetent or has committed an act of misconduct (rebate does not apply where the Candidate is made redundant), before the expiry of 9 weeks from the date of commencement of the Engagement; then subject to the terms of clause 4.2 the Agency will rebate the Introduction Fee in accordance with the accompanying Scale of Rebate set out in the Schedule attached to these Terms.
In order to qualify for the rebate set out in clause 4.1, then the Client must comply with the provisions of clause 3.1 and must notify the Agency in writing of the termination of the Engagement or the non-commencement of the Engagement within 7 days of its termination or non-commencement. For the avoidance of doubt, the Agency’s invoice in respect of the respective Engagement must be paid by its due date for the rebate to apply.
For the purposes of this clause 4 the date of termination of the Engagement shall be the date on which the Candidate ceases working or would have ceased working for the Client, but for any period of garden leave or payment in lieu of notice, whichever is the later.
In circumstances where clause 3.5 applies, the full Introduction Fee is payable and there shall be no entitlement to a rebate.
If subsequent to the Client receiving a rebate the Candidate is re-Engaged within a period of 6 (six) calendar months from the date of termination then the rebate shall be repaid to the Agency. The Client shall not be entitled to any further rebates in relation to the re-Engagement of this Candidate.
- 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 6 (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.
- SUITABILITY CHECKS
The Agency endeavours to ensure the suitability of Candidates Introduced to the Client to work in the position which the Client seeks to fill by taking reasonably practicable steps to
ensure that it would not be detrimental to the interests of either the Client or the Candidate;
ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body; and
confirm that the Candidate is willing to work in the position
Notwithstanding clause 6.1 the Client shall be obliged to satisfy itself as to the suitability of the Candidate for the position they are seeking to fill. The Client is responsible for:
taking up any references provided by the Candidate before Engaging the Candidate;
checking the Candidate’s right to work and obtaining permission to work as may be required by the law of the country in which the Candidate is Engaged to work;
the arrangement of medical examinations and/or investigations into the medical history of any Candidate; and
satisfying any medical and other requirements, qualifications or permission required for the Candidate to work in the Engagement.
To enable the Agency to comply with its obligations under 6.1 above the Client undertakes to provide to the Agency details of the position which the Client seeks to fill, including the following:
the type of work that the Candidate would be required to do;
the location and hours of work;
the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position;
any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
the date the Client requires the Candidate to commence the Engagement;
the duration or likely duration of the Engagement;
the minimum rate of Remuneration, expenses and any other benefits that would be offered;
the intervals of payment of Remuneration; and
the length of notice that the Candidate would be entitled to give and receive to terminate their employment with the Client.
- 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.
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. For the avoidance of doubt, the Agency does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.
All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.
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.
- 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.
|SCHEDULE: FEE STRUCTURE (Clause 3.3)
|£0 – £19,999||20%|
|£20,000 – £34,999||25%|
SCHEDULE: SCALE OF CANCELLATION FEE (Clause 3.11)
- The Cancellation Fee due in clause 3.11 above is calculated as follows:
|£0 – £19,999||20%|
|£20,000 – £34,999||25%|
SCHEDULE: SCALE OF REBATE (Clause 4.1)
- The scale of rebate set out below only applies in the event that the Client complies with the provisions of these Terms, in particular Clauses 4.1 and 4.2 and the rebate shall be made less a £150.00 rebate administration fee.
|Week in which the Engagement
|% of the introduction fee rebated|
0-2 weeks 80%
3-4 weeks 60%
5-6 weeks 40%
7-8 weeks plus 20%
- There will be no rebate where the Candidate’s Engagement is terminated (or the Engagement would have terminated but for any period of garden leave or payment in lieu of notice) during or after the 8th week of the Engagement.