Terms of Business: Recruitment Services
Company No. 05458691 | Registered in England and Wales
1. Definitions
“Applicant”
means the person introduced by Asset Resourcing to the Client for a permanent or fixed term Engagement, including any officer or employee of the Applicant if the Applicant is a limited company, and members of Asset Resourcing’s own staff.
“Client”
together with any subsidiary or associated company as defined by the Companies Act 2006 to which the Applicant is introduced.
“Engagement”
means the engagement, employment or use of the Applicant’s services, directly or indirectly by the Client or any third party to whom they have been introduced by the Client, on a permanent or temporary basis whether under a contract of service or for services, or through any other employment business or any other engagement. “Engage”, “Engages” and “Engaged” shall be construed accordingly.
“Introduction”
means (i) the Client’s meeting of the Applicant, in person or via video or by telephone, following the Client’s instruction to Asset Resourcing to search for an Applicant; or (ii) the passing to the Client of a curriculum vitae or other information which identifies the Applicant; and which leads to an Engagement of that Applicant by the Client or any third party to whom the Applicant is introduced by the Client.
“Remuneration”
in respect of Applicants 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.
“Services”
means the sourcing, introduction and supply of Applicants to the Client.
2. The Agreement
2.1 In order to assist Asset Resourcing to source a suitable Applicant, the Client shall provide to Asset Resourcing in writing full details of: (a) the intended duties of the Applicant (to include details of the location of the work, its commencement, duration and the hours of work, and any expenses payable), and any notice period if applicable; (b) the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law or by any professional body, for the Applicant to possess in order to work in the position; and (c) any risks to health and safety known to the Client and any steps that may have been taken to prevent or control such risks. Asset Resourcing shall confirm to the Client the identity of the Applicant, whether they have the experience, qualification and training required for the position, and that they consent to take up the Engagement. The Client undertakes that it knows of no reason why it would be detrimental to the interests of the Applicant to fill the Engagement.
2.2 These Terms constitute the entire agreement between Asset Resourcing and the Client for the provision of the Applicant by Asset Resourcing to the Client and are deemed to be accepted by the Client by virtue of its request for a meeting with, or Engagement of, the Applicant.
2.3 No variation or alteration to these Terms shall be valid unless approved by a director of Asset Resourcing in writing.
2.4 Unless otherwise agreed in writing by Asset Resourcing, these Terms prevail over any terms of business or purchase conditions submitted by the Client.
2.5 The headings contained in these Terms are for convenience only and do not affect their interpretation.
2.6 These Terms apply to any Client that requests, receives or acts upon an Introduction made by Asset Resourcing, whether or not these Terms have been signed and returned. Receipt and use of any Introduction shall constitute acceptance of these Terms in their entirety.
3. Terms Specific to the Introduction of Applicants
3.1 The Client agrees: (i) to notify Asset Resourcing immediately of any offer of an Engagement which it makes to the Applicant; (ii) to notify Asset Resourcing immediately that its offer of an Engagement to the Applicant has been accepted and to provide details of the Remuneration to Asset Resourcing; and (iii) to pay Asset Resourcing’s fee within 21 days of the date of invoice.
3.2 Introductions of Applicants are confidential. The disclosure by the Client to a third party of any details regarding an Applicant introduced by Asset Resourcing which results in an Engagement with that third party within 6 months of the Introduction renders the Client liable to payment of Asset Resourcing’s fee as set out in Appendix 1, with no entitlement to any refund.
3.3 An introduction fee calculated in accordance with Appendix 1 will be charged in relation to any Applicant engaged as a consequence of or resulting from an introduction by or through Asset Resourcing, whether direct or indirect, within 6 months from the date of Asset Resourcing’s Introduction.
3.4 Where the amount of the actual Remuneration is not known, Asset Resourcing will charge a fee calculated in accordance with Appendix 1 on the minimum level of remuneration applicable for the position in which the Applicant has been engaged, having regard to any information supplied to Asset Resourcing by the Client and/or comparable positions in the market generally for such positions.
3.5 Asset Resourcing 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. Asset Resourcing also 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.
3.6 Notwithstanding anything to the contrary, the Client shall satisfy itself as to the suitability of the Applicant and shall take up any references provided by the Applicant 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 for satisfying any medical and other requirements, qualifications or permissions required by law of the country in which the Applicant is engaged to work.
3.7 Where the Applicant is required by law or any professional body to have 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 otherwise is in need of care or attention, Asset Resourcing 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 will take all reasonably practicable steps to confirm that the Applicant is suitable for the position. If Asset Resourcing is unable to do any of the above it shall inform the Client of the steps it has taken to obtain this information.
4. Liability
4.1 Whilst reasonable effort is made by Asset Resourcing to ensure the qualifications and experience of the Applicant by providing them in accordance with the Client’s requirements, Asset Resourcing shall not be liable for any loss, expense, damage or delay arising from this Agreement.
4.2 Asset Resourcing’s total liability to the Client, if any, other than for death or personal injury caused by Asset Resourcing’s negligence or for fraud (liability for which is not excluded or limited), for any losses, costs, expenses or damages under this Agreement shall be limited to the total fees paid or payable by the Client to Asset Resourcing in relation to the specific Engagement to which the claim relates. Under no circumstances shall Asset Resourcing have any liability to the Client for loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings or bargain, loss or corruption of data or software, or for any indirect, special or consequential losses.
4.3 Asset Resourcing shall hold adequate Employers’ Liability, Public Liability and Professional Indemnity insurance in respect of the Services.
5. Termination
5.1 Either party may terminate this Agreement for convenience on giving 30 days’ notice.
5.2 Save for the bona fide purpose of solvent reconstruction or amalgamation, if any action, application or proceeding is taken in respect of either party for (i) a voluntary arrangement or composition or reconstruction of its debts; (ii) the presentation of an administration petition; (iii) its winding-up or dissolution; (iv) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; or (v) any similar action, application or proceeding in any jurisdiction to which it is subject, or if it is unable to pay its debts, the other party may, without prejudice to any of its other rights, terminate this Agreement forthwith by notice in writing.
5.3 Either party may terminate these Terms forthwith without notice should the other party be materially in breach of its terms, or commit any other breach that is not material and fail to remedy such breach within 14 days of the date of a written notice to do so.
6. Force Majeure
The Services may be suspended by Asset Resourcing at its option if Asset Resourcing is unable to commence, continue or completely perform its obligations hereunder by reason (whether in the United Kingdom or elsewhere) of force majeure, including without limitation fire, flood, aircraft damage, explosion, electrical failure, strikes, lock-outs, riots, civil commotion, state of national emergency, British Government action, or any other cause whatsoever not reasonably within Asset Resourcing’s control, provided that notice is promptly given to the Client of the suspension and of the event relied upon. In the event that a period of force majeure continues for more than 30 days, the engagement to which the force majeure event applies may be terminated forthwith upon mutual agreement of the parties.
7. Data Protection
7.1 Each party shall comply with its obligations with regard to personal data (as defined by the UK GDPR, as defined in the Data Protection Act 2018) under any applicable laws relating to data protection and privacy in connection with its activities under this Agreement and/or in connection with the Services.
7.2 The parties acknowledge and agree that each party acts as a data controller in its own right with respect to its processing of personal data in connection with the provision and receipt of the Services. Each party, as data controller, may disclose personal data to the other party as data controller under this Agreement.
7.3 Each party is responsible for (i) providing all necessary notices to individuals, including its employees, officers and representatives, to the extent that their personal data is required to be disclosed to or processed by the other party in connection with the Services; and (ii) ensuring that in respect of such personal data, it has a valid processing ground under applicable laws relating to data protection and privacy to share their information with the other party.
7.4 Each party (the “Indemnifying Party”) shall indemnify the other party (the “Indemnified Party”) in respect of all losses, damages, costs, expenses and other liabilities (including legal and other professional fees) incurred by or awarded against the Indemnified Party and relating to a third party claim to the extent resulting from the Indemnifying Party’s failure to comply with its obligations under this clause.
8. General
8.1 Each party agrees that it shall maintain as confidential all information of a confidential or commercially sensitive nature that it obtains from the other party and shall use such information solely to fulfil its obligations under this contract or as may be required by law. Asset Resourcing shall, at the request of the Client, endeavour to procure that the Applicant signs such confidentiality undertakings in favour of the Client as it may reasonably require.
8.2 Asset Resourcing shall not be liable for any failure to fulfil its obligations where such failure is due to circumstances beyond its reasonable control.
8.3 Both parties agree that this contract shall not be enforceable by a third party by virtue of the Contracts (Rights of Third Parties) Act 1999, and this contract can be rescinded or varied by agreement between the parties without the consent of any such third party.
8.4 Asset Resourcing confirms to the Client that in entering into this contract it does so in its capacity as an employment agency.
8.5 Any notice required to be given hereunder shall be sent by either (i) pre-paid first class post, (ii) registered post, (iii) recorded delivery post, or (iv) email transmission. Notice served by post under methods (i), (ii) or (iii) shall be sent to the party to whom it is addressed at their last known address or place of business and shall be deemed to be served on the day following (or if that day is a Sunday, the second day following) that upon which it shall be shown to have been posted. Notice served by email under method (iv) shall be sent to the party’s last known email address and shall be deemed to be served on the same day unless it can be shown that the email did not successfully reach its intended destination.
8.6 Neither party shall, without the prior written consent of the other (such consent not to be unreasonably withheld), assign or transfer its rights and obligations under these Terms, save that Asset Resourcing shall be entitled to assign its rights and obligations under these Terms to any purchaser of the whole or a substantial part of its business.
8.7 If any provision of these Terms is held not to be valid but would be valid if part of the wording were deleted or amended, then such provision shall apply with such deletions or amendments as may be necessary to make it valid. If any provision is held not to be valid, the remaining provisions shall remain in full force and effect.
8.8 Should either party fail or delay to exercise any right or remedy, or part of a right or remedy, under these Terms, it will not waive that right or remedy or the further exercise of it, or the exercise of any other right or remedy, against the other party.
8.9 No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between Asset Resourcing and the Client and are set out in writing.
8.10 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine, and vice versa.
9. Law
These Terms are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.
Appendix 1 — Fees and Refund (Permanent and Fixed Term Placements)
Fees
1. The fee payable to Asset Resourcing by the Client for an Introduction resulting in an Engagement with the Applicant is the amount equal to 20% of the Remuneration applicable during the first 12 months of the Engagement. VAT will be charged on the fee if applicable. The fee shall become due upon the commencement of the associated Engagement.
2. In the event that the Engagement is for a fixed term of less than 12 months, the fee in clause 1 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.
3. If the Client subsequently engages or re-engages the Applicant within 6 calendar months from the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with clause 1 of this Appendix becomes payable.
Refund
4. In order to qualify for a refund, the Client must pay Asset Resourcing’s fee within 21 days of the date of invoice and must notify Asset Resourcing in writing of the termination of the Engagement within 7 days of its termination. If the Engagement terminates before the expiry of 8 weeks from its commencement (except where the Applicant is made redundant), a refund in line with the scale below will be allowed against Asset Resourcing’s fee.
Weeks 1–2 100%
Weeks 3–4 50%
Weeks 5–8 25%
Week 9 onwards 0%
5. In circumstances where clause 3 of this Appendix applies, the full fee stated in clause 1 above is payable and there shall be no entitlement to a refund.