Terms of Use

Standard Terms and Conditions of Business (RS01)

 Section 1: General

1.    These Terms and Conditions of Business (“Agreement”) and any supplemental documents attached are effective from and including 26^th  May 2018 and supersede all previous Agreements issued by the Agency.

2.    In this Agreement the following expressions shall, unless the context otherwise requires or as otherwise expressly provided in writing, have the following meanings:

2.1.     “Agency” means the company whose details are set out in the section at the end of this Agreement headed “Agency details”, trading as Seriously Connected;

2.2.     “Agreement” means these terms and conditions of business together with any Assignment/Project Specification and/or written special conditions and/or any other agreed schedules or documents agreed by the parties;

2.3.     “Assignment” means the period during which the Candidate provides services to the Client;

2.4.     “Assignment/Project Specification” means any document or letter (including any addendum and/or special conditions attached thereto) setting out the details of the particular assignment or project to include but not limited to terms of engagement, description of work and position;

2.5.     “Client” means the person, firm or corporate body together with any subsidiary or associated or connected company or person as defined by the Companies Act 2006 to whom Agency Introduces Candidates;

2.6.     “Candidate” means a person introduced by Agency to the Client for an Engagement (whether or not as a result of a Search) including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or partner or employee of the Candidate if the Candidate is a partnership, and members of Agency’s own staff;

2.7.     “Engagement” means the engagement, employment or use of the Candidate by the Client or by any third party to whom or to which the Candidate was introduced by the Client (whether with or without Agency’s knowledge or consent) on a permanent or temporary basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or through any other engagement; directly or through a limited company of which the Candidate is an officer or employee or through a limited liability partnership of which the Candidate is a member or employee; and “Engage” “Engages” and “Engaged” shall be construed accordingly;

2.8.     “Introduction” means the interview of the Candidate in person or by telephone or the provision of a curriculum vitae or other information which identifies the Candidate, irrespective of whether the Candidate is already known to Client, and “Introduced” shall be construed accordingly and shall include “Introducing“ and “Introduce”;

2.9.     “Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 or any amendment of those regulations;

2.10.   “Remuneration Package” means the aggregate gross annual taxable emoluments payable to or receivable by the Candidate pursuant to an Engagement, including salary, bonuses, profit share, shares, share options, commission, pension, allowances, profit related pay and any signing-on payment or equivalent (contractual or otherwise and whether guaranteed or not) paid to the Candidate during the first year of Engagement or attributable to such payment and paid subsequently. The value of payment of pension contributions (whether to the Client’s or Candidate’s own scheme) shall be calculated as the higher of the actual value of the contributions or £2,000 per annum. Bonus/profit share which is not guaranteed will be determined on the projected values. Any car, housing and/or relocation allowance shall be treated as part of the Candidate’s taxable emoluments. The value of the provision of a company car shall be calculated as the higher of either the taxable benefit of the car provided or the figure of £4,000 per annum and provision of housing, accommodation and/or relocation allowance shall be calculated as the higher of either the value of the benefit or £2,000 per annum in order to calculate Agency’s fee; and

2.11.   "Search" means a search by the Agency for a Candidate or Candidates on behalf of the Client.

3.    This Agreement is deemed to be accepted by the Client by virtue of (a) an Introduction to or Engagement by the Client of a Candidate or (b) the passing of information about the Candidate by the Client to any third party following an Introduction or (c) the Client’s interview or request to interview a Candidate or (d) the Client’s signature at the end of this Agreement or (e) the Client's instructing the Agency to conduct a Search or (f) the Candidate commencing the provision of services, accepting an Assignment or any analogous action on the part of either the Client or Candidate that reasonably indicates an acceptance of services.

4.    Sections 1 and 3 of this Agreement, shall apply where the Agency is retained by the Client to conduct a Search. Sections 1 and 2 shall apply in all other cases.

5.    Agency is committed to equal opportunities, and expects all Clients to comply with all applicable legislation in this respect.

6.    The Client shall, and shall ensure that its associated persons as defined in the Bribery Act 2010, shall conduct themselves in compliance with all applicable laws and regulations including the Bribery Act 2010 and any other anti-corruption legislation then in force. The Client undertakes to promptly report to Agency any request or demand for any undue financial or other advantage of any kind received by the Client in connection with the performance of this Agreement.

7.    No variation or alteration of this Agreement shall be valid unless approved in writing by a Director of Agency and by the Client and are set out in writing and a copy of the varied Agreement is given to the Client stating the date on or after which such varied Agreement shall apply.

8.    Notices

8.1.      Any notice required to be given under this Agreement (including the delivery of any timesheet or invoice) shall be delivered by hand, sent by email or prepaid first class post to the recipient address specified in this Agreement or as otherwise notified from time to time to the sender by the recipient for the purposes of this Agreement.

8.2.      Notices shall be deemed to have been given and served, if delivered by hand, at the time of delivery; if sent by e-mail, at the time of despatch if despatched on a Business Day before 4.00 pm or in any other case at 10.00 am on the next Business Day after the day of despatch, unless the transmission report indicates a faulty or incomplete transmission or, within the relevant Business Day, the recipient informs the sender that the e-mail message was received in an incomplete or illegible form; or if sent by prepaid first class post, 48 hours from the time of posting. Any electronic communications associated with the approval of timesheets shall be received at the time the recipient received a legible message or confirmation.

9.    Each fee payable pursuant to this Agreement is exclusive of VAT, which the Agency shall add to its invoices to the extent applicable and which the Client shall pay in addition.

10.  This Agreement constitutes the entire and only agreement between the parties with regards to the subject matter herein, and they supersede all prior and pre-existing representations and agreements by and between Agency and the Client in relation to the subject matter herein. All and any services provided by the Agency to the Client shall be provided on the terms and subject to the conditions of this Agreement, which prevail over any terms and conditions of the Client. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Agency which is not expressly set out in this Agreement and (save in the event of fraud or fraudulent misrepresentation) neither party shall have any remedy other than pursuant to this Agreement.

11.   Subject to clause 12, neither party shall during or after termination of this agreement, without the prior written consent of the other party, use or disclose to any other person any information of the other party which is identified as confidential or which is confidential by its nature. The Client shall on demand and on termination of this agreement surrender to Agency all materials relating to such confidential information in its or its personnel's, agent’s or representatives' possession.

12.   Agency shall have the right and licence (without royalty) to use the name and logo of the Client in any internal or external marketing materials and their distribution or display and Agency shall have the right and licence to use any testimonials or other written statements of the Client for the same purpose.

13.  The Client undertakes that it will not without the prior written consent of Agency directly or indirectly and whether alone or in conjunction with or on behalf of any other party and whether as a principal, shareholder, director, employee, agent, consultant, partner or otherwise for the duration of this Agreement and for a period of 12 months commencing on its termination solicit, induce or entice away from Agency, employ, engage or appoint or in any way cause to be employed, engaged or appointed an employee, associate or officer of the Agency whether or not such person would commit any breach of his/her/its contract of employment or engagement by leaving the service of Agency.

14.  This Agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties to this agreement irrevocably agree that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual claims). Nothing in this clause shall limit the right of Agency to take proceedings against the Client in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

15.  If Client is, at the time of any Introduction, already considering the Engagement of a Candidate Introduced by Agency then it must notify Agency in writing within 3 business days of the Introduction. Client must provide any and all supporting documents evidencing their existing consideration of the Candidate within 7 days of any request by Agency. Should Client fail to fulfil its obligations under this clause 15 of section 1, the Introduction by Agency is deemed to be the effective cause of any Engagement. Fulfilment of those obligations shall not preclude the possibility that Agency’s Introduction is the effective cause of any Engagement in any event.

16.  If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

Section 1.1: Personal Data Sharing

1.     The parties acknowledge and agree that:

1.1      They shall constitute data controllers in common in respect of the personal data of candidates and prospects that may be exchanged between them. Personal data may include contact details, CVs, references and other information provided directly by the data subject or otherwise collated about them for the purposes of assessing their suitability for a position.

1.2      Each party shall be responsible for complying with all applicable data protection laws relevant to its own processing of the personal data concerned.

1.3      Each party shall ensure that they take appropriate technical and organisational measures to safeguard the security of the personal data in its possession and control.

1.4      They will co-operate in relation to any exercise by a data subject of its rights in relation to the personal data that may be held by both of them and shall each ensure that its own processing activities are communicated to the relevant data subjects in accordance with applicable law.

1.5      Neither party shall retain the personal data for longer than is necessary for its purpose (unless otherwise required or permitted by law)..

 Section 2: Introduction of Permanent Staff

1.    In this Section, “Introduction Fee” shall, unless the context otherwise requires or as otherwise expressly provided, mean the fee detailed in clause 7 of this Section below.

2.    The Client agrees:

a)        To notify Agency as soon as possible (and, in any event, not later than 7 days of the date of the offer of employment or of the date the Engagement takes effect; whichever is earlier) of any offer of an Engagement which it makes to the Candidate, and to provide Agency with a copy of that offer or, where the offer is made verbally, full details of that offer;

b)        To notify Agency immediately that its offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration Package payable to the Candidate; and

c)         To pay Agency’s fee within 14 days of the date of invoice.

3.    Should the Client fail to notify Agency of the Engagement according to clause 2(b) of this section 2, Agency may then estimate the Candidate’s Remuneration Package for the purpose of calculating the Introduction Fee payable by the Client. Should the Candidate’s Remuneration Package be greater than that estimated by Agency, the greater fee is payable.

4.    Should the offer of employment be retracted prior to the Candidate joining the Client, the Client shall be liable for an administration fee calculated as 10 percent of the Candidate’s Remuneration Package that would otherwise have been applicable during the first 12 months of the Engagement.

5.    Introductions of Candidates are confidential. If the Client discloses to a third party any details regarding a Candidate introduced by Agency which results in an Engagement with that third party within 12 months of the Introduction, the Client shall pay Agency’s fee as set out in clause 7 of this Section as if the Client had so Engaged the Candidate.

6.    The Client shall pay Agency an introduction fee calculated in accordance with clause 7 of this Section if it (or any associated company of it) Engages any Candidate as a consequence or result of an Introduction by or through Agency, whether directly or indirectly, within 12 months from the date of Agency’s Introduction.

7. The Introductory Fee is calculated as a percentage (as set out in the table below) of the Candidate's Remuneration Package applicable during the first 12 months of the Engagement, such period to include any trial or probationary periods, subject to a minimum fee of £5,000. Agency will charge VAT on the fee if applicable.

Remuneration Package                       Fee%

£0 - £40,000                                          25%

£40,000.01- £60,000                             30%

£60,000.01 and above                          35%

8.    The Client agrees to supply Agency with any required Purchase Order or similar before any Engagement commences. Where the Client fails to do so Agency is authorised to invoice the Client without an accompanying Purchase Order or similar.

9.    If the Engagement is for a fixed term of less than 12 months, the fee in clause 7 of this Section will apply pro-rata, with each month or part month of the Engagement being charged at 1/12^th of the Fee. If the Engagement is extended beyond the initial fixed term or if the Client re-Engages the Candidate within 6 months from the date of termination of the first Engagement, the Client shall pay a further fee based on the Remuneration Package applicable for the period of Engagement following the initial fixed term up to the termination of the second Engagement or until the Candidate has been engaged for a total of one year; whichever is less.

10.  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 Santander UK PLC. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest immediately on demand by Agency.

11.  In this clause, a reference to Agency shall include Agency's subsidiaries, and the provisions of this clause shall be for the benefit of Agency and each such subsidiary, and shall be enforceable by each such subsidiary, in addition to Agency. The Client shall indemnify Agency against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Agency and arising out of or in connection with:

(a)       any breach or non-performance of this agreement; or

(b)       any claim made against Agency by a third party arising out of or in connection with the provision of the services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Client, its employees, agents or subcontractors.

12.  Agency does not recognise rebate periods and the Client shall not be entitled to any rebate against, clawback of, or credit note against any fee which has already been paid or become due and payable.

13.  In the following circumstances, whether corresponding invoice has been raised or not, any unpaid part of the Introduction Fee will become immediately payable:

13.1.   if the Engagement is terminated by the Client by reason of redundancy or re-organisation or change in strategy of the Client or if the termination is as a result of pregnancy or any other unlawful reason;

13.2.   if the Client has not paid any part of the Introduction Fee to Agency as it falls due;

13.3.   if the Client fails to notify Agency of the Engagement according to clause 2(a) of this section 2.

14. Should the Client or any subsidiary or holding company (as such terms are defined in the Companies Act 2006) of the Client either:

14.1.   Engage the Candidate within a period of 12 calendar months from the date of withdrawal of any offer; or

14.2.   re-Engage the Candidate within a period of 12 calendar months date of any termination of the Engagement

then a full Fee calculated in accordance with this Section 2 shall become payable, less any sums already paid in respect of Fees concerning the initial Engagement or offer to Engage the Candidate.

15.  Agency will use its reasonable endeavours to ensure that Candidates are efficient, honest and reliable but Agency gives no warranty in this regard and the Client shall satisfy itself as to the suitability of the Candidate and the Client shall take up any references provided by the Candidate to it or Agency before engaging such Candidate. 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 Candidate, and satisfying any medical and other requirements, qualifications or permission required by the law of the country in which the Candidate is engaged to work.

16.  Agency accepts no liability of any kind for any loss or damage to property or for any other loss including without prejudice, to the generality of the foregoing loss of profits or for any injury to persons arising directly or indirectly from any act or omission of any Candidate introduced by Agency even if such act or omission is negligent or fraudulent or dishonest. Notwithstanding this clause, nothing in this Agreement shall be deemed to exclude or restrict any liability of Agency to the Client for personal injury or death resulting from its own negligence or breach of contract.

17.  For the purposes of this Section 2, Agency operates as an Employment Agency.

 Section 3: Search Terms

1.    In this Section, “Search Fee” shall, unless the context otherwise requires or as otherwise expressly provided, mean the fee set out in the Schedule.

2.    The Agency agrees to search on behalf of the Client for Candidates who meet the relevant Assignment/Project Specification with a view to a Candidate or Candidates commencing Engagement.

3.    The Client agrees:

3.1      To notify Agency as soon as possible (and, in any event, not later than 7 days of the date of the offer of employment or of the date the Engagement takes effect; whichever is earlier) of any offer of an Engagement which it makes to the Candidate, and to provide Agency with a copy of that offer or, where the offer is made verbally, full details of that offer;

3.2      To notify Agency immediately that its offer of an Engagement to the Candidate has been accepted and (where the Search Fee is referable in whole or in part to the Remuneration Package) to provide details of the Remuneration Package payable to the Candidate; and

3.3      To pay the relevant element of the Search Fee within 14 days of the date of invoice.

4.    The Client warrants to the Agency that the terms of each relevant Assignment/Project Specification will in all material respects accurately reflect its requirements in relation to the proposed Engagement.

5.    Should the Client fail to notify Agency of the Engagement in accordance with clause 3.2 of this section 3, Agency may (to the extent required) estimate

the Remuneration Package for the purpose of calculating the Search Fee. Should the Candidate’s Remuneration Package be greater than that estimated by Agency, the greater fee is payable.

6.     To the extent that the Search Fee is referable in whole or in part to the Remuneration Package, in the event that the offer of employment is retracted prior to the Candidate joining the Client, the Client shall be liable (in respect of that element of the Search Fee) for an administration fee equal to 50 percent of that element of the Search Fee that would otherwise have been payable.

7.     Introductions of Candidates are confidential. If the Client discloses to a third party any details regarding a Candidate introduced by Agency which results in an Engagement with that third party within 12 months of the Introduction, the Client shall pay the whole of the Search Fee as if the Client had Engaged the Candidate.

8.     The Client shall pay the Agency the Search Fee in the following proportions and at the following times:

9.    The Client agrees to supply the Agency with any required purchase order or similar within 7 days on the date of this Agreement. In the event that the Client fails to do so the Agency is authorised to invoice the Client without an accompanying purchase order or similar.

10.  To the extent that any Search Fee is referable to the Remuneration Package, in the event that the Engagement is for a fixed term of less than 12 months, that element of the Search Fee shall apply pro-rata, with each month or part month of the Engagement being charged at 1/12^th of the relevant element of the Search Fee. If the Engagement is extended beyond the initial fixed term or if the Client re-Engages the Candidate within 6 months from the date of termination of the first Engagement, the Client shall pay a further fee based on the Remuneration Package applicable for the period of Engagement following the initial fixed term up to the termination of the second Engagement or until the Candidate has been engaged for a total of one year; whichever is less.

11.  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 Santander UK PLC. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest immediately on demand by the Agency.

12.  In this clause, a reference to the Agency shall include Agency's subsidiaries, and the provisions of this clause shall be for the benefit of the Agency and each such subsidiary, and shall be enforceable by each such subsidiary, in addition to the Agency. The Client shall indemnify the Agency against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Agency and arising out of or in connection with:

12.1    any breach or non-performance of this Agreement; or

12.2    any claim made against the Agency by a third party arising out of or in connection with the provision of services by the Agency to the Client, to the extent that such claim arises out of the breach or failure or delay in performance of this Agreement by the Client, its employees, agents or subcontractors.

13.  The Agency does not recognise rebate periods and the Client shall not be entitled to any rebate against, clawback of, or credit note against any part of the Search Fee which has been paid or which has become due and payable.

14.  In the following circumstances, whether a corresponding invoice has been raised or not, any unpaid part of the Search Fee referable to the Remuneration Package will become immediately payable:

14.1    if the Engagement is terminated by the Client by reason of redundancy or re-organisation or change in strategy of the Client or if the termination is as a result of pregnancy or any other unlawful reason;

14.2    if the Client has not paid any part of the Search Fee to the Agency as it falls due; or

14.3    if the Client fails to notify the Agency of the Engagement in accordance with according to clause 3.2 of this section 3.

15.  Should the Client or any subsidiary or holding company (as such terms are defined in the Companies Act 2006) of the Client either:

15.1    Engage the Candidate within a period of 12 calendar months from the date of withdrawal of any offer; or

15.2    re-Engage the Candidate within a period of 12 calendar months date of any termination of the Engagement then the full amount of the Search Fee shall become payable, less any sums already paid in respect of the Search Fee.

16.  The Agency will use its reasonable endeavours to ensure that Candidates are efficient, honest and reliable but the Agency gives no warranty in this regard and the Client shall satisfy itself as to the suitability of the Candidate and the Client shall take up any references provided by the Candidate to it or Agency before engaging such Candidate. 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 Candidate, and satisfying any medical and other requirements, qualifications or permission required by the law of the country in which the Candidate is engaged to work.

17.  The Agency accepts no liability of any kind for any loss or damage to property or for any other loss including without prejudice, to the generality of the foregoing loss of profits or for any injury to persons arising directly or indirectly from any act or omission of any Candidate introduced by Agency even if such act or omission is negligent or fraudulent or dishonest. Notwithstanding this clause, nothing in this Agreement shall be deemed to exclude or restrict any liability of Agency to the Client for personal injury or death resulting from its own negligence or breach of contract.

18.  For the purposes of this Section 3, the Agency operates as an Employment Agency.

19.  This agreement shall continue until terminated by either party on not less than 30 days written notice.

20.  No termination of this Agreement shall affect any rights or liabilities which accrued prior to the date of termination or the continuance in force of any provision of this Agreement which expressly or by implication is intended to come into or continue in force after termination.