Terms of Business - Permanent
TERMS OF BUSINESS FOR THE INTRODUCTION OF PERMANENT OR FIXED TERM CONTRACT STAFF
(TO BE DIRECTLY ENGAGED BY THE CLIENT)
1.1. In these Terms the following definitions apply:
Kent Top Temps Ltd trading as Connect2Staff (registered company no. 5242900) of
Gibson Drive, Kings Hill, West Malling, Kent ME19 4QG.
means the fee payable by the Client to the Agency when the Client withdraws an offer
of Engagement made to the Candidate before the Candidate has accepted the offer
and which is calculated in accordance with clause 3.10;
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 (ii) the Client’s interview of a Candidate (in person, by telephone
or by any other means), following the Client’s instruction to the Agency to search
for a Candidate; 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
£2500 will be added to the salary in order to calculate the Agency’s fee;
means any Candidate Introduced by the Agency to the Client to fill the Engagement
following the Introduction of another Candidate whose Engagement either did not
commence or was terminated during the first 12 weeks of the Engagement;
means any person who by reason of age, infirmity, illness, disability or any other
circumstance is in need of care or attention, and includes any person under the
age of eighteen.
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
2. THE CONTRACT
2.1. These terms of business and the attached 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
2.2. These Terms contain the entire agreement between the parties and unless otherwise
agreed in writing by a director/general manager the Agency, these Terms prevail
over any other terms of business or purchase conditions (or similar) put forward
by the Client.
2.3. No variation or alteration to these Terms shall be valid unless the details
of such variation are agreed between a director/general manager 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.
2.4. 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.
3. NOTIFICATION AND FEES
3.1. The Client agrees to:
3.1.1. notify the Agency immediately of the terms of any offer of an Engagement
which it makes to the Candidate;
3.1.2. 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;
3.1.3. pay the Introduction Fee, to be calculated in accordance with the provisions
of this clause 3, by the due date for payment in clause 3.7.
3.2. The Introduction Fee calculated in accordance with clause 3.3 below is payable
if the Client Engages the Candidate within the period of 6 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
3.3. The Introduction Fee is calculated in accordance with the attached Fee Structure
Schedule based on the Remuneration applicable during the first 12 months of the
3.4. Where the actual Remuneration is not known, the Agency will charge an Introduction
Fee calculated in accordance with clause 3.3 based on its determination of the Remuneration
taking into account the market rate level of remuneration applicable for the position
in which the Candidate has been Engaged and with regard to any information supplied
to the Agency by the Client and/or comparable positions in the market generally.
3.5. 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 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 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.
3.6. 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
3.7. The Introduction Fee shall be payable within 14 days of the date of the Agency’s
invoice which shall be rendered once the Candidate accepts the offer of the Engagement,
whether such offer is conditional or not.
3.8. VAT is charged at the standard rate on all fees.
3.9. The Agency reserves the right to charge interest on invoiced amounts unpaid
by the due date at the rate of 4% per annum above the base rate from time to time
of the NatWest Bank from the due date until the date of payment.
3.10. If, after an offer of Engagement has been made to the Candidate, the Client
decides for any reason to withdraw it prior to the Candidate accepting the Engagement,
the Client shall be liable to pay the Agency a Cancellation Fee of £500
3.11. In the event that any Agency staff with whom the Client has had personal dealings
accepts an Engagement with the Client while employed by the Agency [or within 3
months of leaving the Agency], the Client shall be liable to pay an Introduction
Fee to the Agency calculated in accordance with clause 3.3.
4.1. 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 either the Candidate or the Client (except in circumstances where
the Candidate is made redundant) before the expiry of 12 weeks from the date of
commencement of the Engagement; then subject to the terms of clause 4.2:
the Agency will refund the Introduction Fee in accordance with the accompanying
Scale of Refunds set out in the Schedule attached to these Terms.
In order to qualify for the refund set out in clause 4.1, then
4.1.1. 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; and
4.1.2. the Client must exclusively give the Employment Business  weeks from the
date of the notice of non-commencement or termination in which to find one suitable
Replacement Candidate based on the original specification given for the position
the Client is seeking to fill. If after  weeks from the date of the notice no
suitable Replacement Candidate can be found, or if the Replacement Candidate’s Engagement
is terminated before the expiry of  weeks from the date of commencement of the
Engagement the Client will then be eligible for a refund, subject to the rest of
4.2. 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.
4.3. In circumstances where clause 3.5 applies, the full Introduction Fee is payable
and there shall be no entitlement to a refund.
4.4. If subsequent to the Client receiving a refund the Candidate is re-Engaged
within a period of 6 calendar months from the date of termination then the refund
shall be repaid to the Agency. The Client shall not be entitled to any further refunds
in relation to the re-Engagement of this Candidate.
5. 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 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.
6. SUITABILITY CHECKS
6.1. 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
6.1.1. ensure that it would not be detrimental to the interests of either the Client
or the Candidate;
6.1.2. ensure that both the Client and Candidate are aware of any requirements imposed
by law or by any professional body; [and]
6.1.3. confirm that the Candidate is willing to work in the position [and]
6.1.4. obtain confirmation of the Candidate’s identity; and that the Candidate 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.
6.2. 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:
6.2.1. taking up any references provided by the Candidate before Engaging the Candidate;
6.2.2. 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;
6.2.3. the arrangement of medical examinations and/or investigations into the medical
history of any Candidate; and
6.2.4. satisfying any medical and other requirements, qualifications or permission
required for the Candidate to work in the Engagement.
6.3. 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:
6.3.1. the type of work that the Candidate would be required to do;
6.3.2. the location and hours of work;
6.3.3. 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;
6.3.4. any risks to health or safety known to the Client and what steps the Client
has taken to prevent or control such risks;
6.3.5. the date the Client requires the Candidate to commence the Engagement;
6.3.6. the duration or likely duration of the Engagement;
6.3.7. the minimum rate of Remuneration, expenses and any other benefits that would
6.3.8. the intervals of payment of Remuneration; and
6.3.9. the length of notice that the Candidate would be entitled to give and receive
to terminate their employment with the Client.
6.4. Where the Candidate is Introduced for a position which involves working with,
caring for or attending a Vulnerable Person the Agency shall, in addition to the
obligations in clause 6.1, take reasonably practicable steps to:
6.4.1. obtain confirmation of the Candidate’s identity;
6.4.2. obtain confirmation that the Candidate 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
6.4.3. obtain and offer to provide copies to the Client of two references from persons
who are not relatives of the Candidate and who have agreed that the references they
provide may be disclosed to the Client; and any relevant qualifications or authorisations
of the Candidate. If the Agency has taken all reasonably practicable steps to obtain
such information and has been unable to do so fully it shall inform the Client of
the steps it has taken to obtain this information in any event.
7. INFORMATION TO BE PROVIDED
7.1. When the Agency Introduces a Candidate to the Client the Agency shall inform
the Client that they have obtained confirmation of the matters set out in clause
6.1 [and in the case of a position which involves working with Vulnerable Persons
the matters in clause 6.4.1 and 6.4.2] . Where such information is not given in
paper form 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 Candidate is being Introduced for an Engagement which
is the same as one in which the Candidate has worked within the previous 5 business
days and such information has already been given to the Client.
8. 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.
12. 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