| 1. |
DEFINITIONS
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| 1.1. |
In these Terms Of Business the following definitions
apply:
“Applicant” means the person introduced
by the Agency to the Client for an Engagement including
any officer or employee of the Applicant if the Applicant
is a limited company and members of the Agency’s
own staff;
“Client” means the person; firm or
corporate body together with any subsidiary or associated
Company as defined by the Companies Act 1985 to which
the Applicant is introduced;
“Agency” means Ashley Stewart Limited
of 4 Margaret Street, London, W1W 8RF
“Engagement” means the engagement,
employment or use of the Applicant by the Client or
any third party on a permanent or temporary basis, whether
under a contract of service or for services; under an
agency, license, franchise or partnership agreement;
or any other engagement; directly or through a limited
company of which the Applicant is an officer or employee.
“Introduction” means (i) the Client’s
interview of an Applicant in person or by telephone,
following the Client’s instruction to the Agency
to search for an Applicant; or (ii) the passing to the
Client of a curriculum vitae or information which identifies
the Applicant; and which leads to an Engagement of the
Applicant;
“Remuneration” includes 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 Applicant for services rendered
to or on behalf of the Client. Where the Client provides
a company car, a notional amount of 10% will be added
to the salary in order to calculate the Agency’s
fee.
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| 1.2 |
Unless the context requires
otherwise, references to the singular include the plural.
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1.3
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The headings contained in these
Terms Of Business are for convenience only and do not
affect their interpretation.
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2.
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THE CONTRACT
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| 2.1 |
These Terms constitute the contract
between the Agency and the Client and are deemed to be
accepted by the Client by virtue of an Introduction to,
or the Engagement of an Applicant or the passing of any
information about the Applicant to any third party following
an Introduction.
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| 2.2 |
These Terms contain the entire
agreement between the parties and unless otherwise agreed
in writing by Ms Amanda Jackson, the Managing Director/Owner
of the Agency, these Terms of Business prevail over any
other terms of business or purchase conditions put forward
by the Client.
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2.3
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No variation or alteration to
these Terms shall be valid unless the details of such
variation are agreed between 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.
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| 3. |
NOTIFICATION AND FEES
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3.1 The Client agrees:
| a) |
To notify the Agency immediately of any offer
of Engagement which it makes to the Applicant;
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| b) |
To notify the Agency immediately
that its offer of an Engagement to the Applicant
has been accepted and to provide details of the
Remuneration to the Agency; and |
| c) |
To pay the Agency’s
fee within 14 days of the date of invoice. |
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3.2 |
Except in the circumstances set out in clause 5.1 below,
no fee is incurred by the Client until the Applicant commences
the Engagement when the Agency will render an invoice
to the Client for its fees.
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| 3.3 |
The Agency reserves the right
to charge interest on invoiced amounts unpaid for more
than 14 days at the rate of 8% per annum (above the base
rate from time to time of Lloyds TSB PLC Bank) from the
due date to the date of payment.
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3.4
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The fee payable to the Agency by the Client for an
Introduction resulting in an Engagement is the amount
equal to
Total annual remuneration
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% charged |
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£0 - £15,999 |
12% |
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£16,000 - £19,999 |
15% |
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£20,000 - £24,999 |
17½% |
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£25,000 upwards |
25% |
of the Remuneration applicable during the
first 12 months of the Engagement. VAT will be charged
on the fee if applicable.
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3.5
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In the event that the Engagement is for a fixed term
of less than 12 months, the fee in clause 3.4 will apply
pro rata. If the Engagement is extended beyond the initial
fixed term, or if the Client re-engages the Applicant
within 6 calendar months from the date of termination
of the first Engagement the Client shall be liable to
pay a further fee based on the additional Remuneration
applicable for the period of Engagement following the
initial fixed term up to the termination of the second
Engagement or the first anniversary of its commencement,
whichever is the sooner.
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3.6
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If the Client subsequently engages or re-engages the
Applicant within the period of 6 calendar months from
the date of termination of the Engagement or withdrawal
of the offer, a full fee calculated in accordance with
clause 3.4 above becomes payable.
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4.
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REFUNDS
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| 4.1 |
In order to qualify for the
following refund, the Client must pay the Agency’s
fee within 14 days of the date of invoice and must notify
the Agency in writing of the termination of the Engagement
within 7 days of its termination.
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4.2
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If the Engagement terminates before the expiry of
12 weeks from the commencement of the Engagement (except
where the Applicant is made redundant) the fee will
be refunded in accordance with the accompanying Scale
of Refund set out in the schedule to these Terms of
Business.
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4.3
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In circumstances where clause 3.6 applies the full
fee stated in clause 3.4 is payable and there shall
be no entitlement to a refund.
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5.
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CANCELLATION FEE
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If, after an offer of Engagement has been made to the
Applicant, the Client decides for any reason to withdraw
it, the Client shall be liable to pay the Agency a minimum
fee of 10% of the Remuneration.
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6.
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INTRODUCTIONS
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6.1
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Introductions of Applicants are confidential. The
disclosure by the Client to a third party of any details
regarding an Applicant introduced by the Agency which
results in an Engagement with that third party within
6 months of the Introduction renders the Client liable
to payment of the Agency’s fee as set out in clause
3.4 with no entitlement to any refund.
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6.2
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An Introduction fee calculated in accordance with
clause 3.4 will be charged in relation to any Applicant
engaged as a consequence of or resulting from an introduction
by or through the Agency, whether direct or indirect,
within 6 months from the date of the Agency’s Introduction.
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6.3
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Where the amount of the actual Remuneration is not
known the Agency will charge a fee calculated in accordance
with clause 3.4 on the minimum level of remuneration
applicable for the position in which the Applicant has
been engaged with regard to any information supplied
to the Agency by the Client and/or comparable positions
in the market generally for such positions.
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| 6.4 |
In the event that any employee
of the Agency with whom the Client has had personal dealings
accepts an Engagement with the Client within 3 months
of leaving the Agency’s employment, the Client shall
be liable to pay an introduction fee to the Agency in
accordance with clause 3.4.
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7.
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SUITABILITY AND REFERENCES
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7.1
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The Agency endeavours to ensure the suitability of
any Applicant introduced to the Client by obtaining
confirmation of the Applicant’s identity; that
the Applicant has the experience, training, qualifications
and any authorisation which the Client considers necessary
or which may be required by law or by any professional
body; and that the Applicant is willing to work in the
position which the Client seeks to fill.
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| 7.2 |
At the same time as proposing
an Applicant to the Client the Agency shall inform the
Client of such matters in clause 7.1 as they have obtained
confirmation of. Where such information is not given in
paper or by electronic means it shall be confirmed by
such means by the end of the third business day (excluding
Saturday, Sunday and any public or Bank holiday) following
save where the Applicant is being proposed for a position
which is the same as one in which the Applicant has worked
within the previous five business days and such information
has already been given to the Client.
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7.3
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The Agency endeavours to take all such steps as are
reasonably practicable to ensure that the Client and
Applicant are aware of any requirements imposed by law
or any professional body to enable the Applicant to
work in the position which the Client seeks to fill.
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7.4
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The Agency endeavours to take all such steps as are
reasonably practicable to ensure that it would not be
detrimental to the interests of either the Client or
the Applicant for the Applicant to work in the position
which the Client seeks to fill.
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7.5
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Notwithstanding clauses 7.1, 7.2, 7.3 and 7.4 above
the Client shall satisfy itself as to the suitability
of the Applicant and the Client shall take up any references
provided by the Applicant to it or the Agency before
engaging such Applicant. The Client is responsible for
obtaining work permits and/or such other permission
to work as may be required, for the arrangement of medical
examinations and/or investigations into the medical
history of any Applicant, and satisfying any medical
or other requirements, qualifications or permission
required by law of the country in which the Applicant
is engaged to work.
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| 7.6 |
To enable the Agency to comply with its obligations
under clauses 7.1, 7.2, 7.3 and 7.4 above the Client
undertakes to provide to the Agency details of the position
which the Client seeks to fill, including the type of
work that the Applicant 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 Applicant to process in
order to work in the position; and any risks to health
and safety known to the Client and what steps the Client
has taken to prevent or control such risks. In addition
the Client shall provide details of the date the Client
requires the Applicant to commence, the duration or
likely duration of the work; 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 Applicant would be entitled to give
and receive to terminate the employment with the Client.
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| 8. |
SPECIAL SITUATIONS
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8.1
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Where the Applicant is required by law, or any professional
body to have any qualifications or authorisations to
work in the position which the Client seeks to fill;
or the work involves caring for or attending one or
more persons under the age of eighteen, or any person
who by reason of age, infirmity or who is otherwise
in need of care or attention, the Agency will take all
reasonably practicable steps to obtain and offer to
provide copies of any relevant qualifications or authorisations
of the Applicant, two references from persons not related
to the Applicant who have agreed that the references
they provide may be disclosed to the Client and has
taken all reasonably practicable steps to confirm that
the Applicant is suitable for the position. If the Agency
is unable to do any of the above it shall inform the
Client of the steps it has taken to obtain this information
in any event.
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9.
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LIABILITY
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| 9.1 |
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 an Applicant for the Client or from the
Introduction to or Engagement of any Applicant by the
Client or from failure of the Agency to introduce any
Applicant. For the avoidance of doubt, the Agency does
not exclude liability for death or personal injury arising
from its own negligence.
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10.
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LAW
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| 10.1 |
These Terms are governed by
the law of England & Wales/ Scotland/ Northern Ireland
and are subject to the exclusive jurisdiction of the Courts
of England & Wales/ Scotland/ Northern Ireland.
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