TERMS OF BUSINESS FOR THE INTRODUCTION OF PERMANENT STAFF
1. DEFINITIONS
1.1. In these Terms of Business the following definitions apply:
“Agency”
means RSS (Wessex) Limited T/A The Rubicon People Partnership and Rubicon People of 71- 73 High Street, Poole, Dorset BH15 1AF
“Candidate”
means the person introduced by the Agency to the Client for an Engagement including any officer or employee of the Candidate if the Candidate is a corporate body 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 Candidate is introduced
“Engagement”
means the engagement, employment or use of the Candidate by the Client or 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; directly 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
“Introduction”
means (i) the Client’s interview of a Candidate in person or by telephone,following the Client’s instruction to the Agency to search for a Candidate; or (ii) the passing to the Client of a curriculum vitæ or information which identifies the Candidate
“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 Candidate for services rendered to or on behalf of the Client. Where the Client provides a company car, a notional amount of £2000 will be added to the salary in order to calculate the Agency’s fee
“Replacement Candidate”
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 for applicable reasons during the first 12 weeks of the Engagement
“Vulnerable Person”
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
1.2. Unless the context otherwise requires, references to the singular include the plural.
1.3. The headings contained in these Terms are for convenience only and do not affect their interpretation.
2. THE CONTRACT
2.1. These Terms of Business and any 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 of any information about the Candidate to any third party following an Introduction or by instruction from or agreement with the client to commence a recruitment campaign.
2.2. These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of the Agency, these Terms of Business prevail over any other terms of business or purchase conditions 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 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.
3. NOTIFICATION AND FEES
3.1. The Client agrees to:
a) notify the Agency immediately of the terms of any offer of an Engagement which it makes to the Candidate;
b) 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
3.2. pay the Introduction fee, to be calculated in accordance with the provisions of this clause 3, within 14 days of the date of invoice.
3.3. The full introduction fee is payable if the Client engages the Candidate within the period of six calendar months from thedate of (a) the Introduction, (b) the Client’s withdrawal of an offer of Engagement or (c) the Candidate’s rejection of an offerof an Engagement (whichever is later).
3.4. The Introduction fee is the amount equal to 25% of the remuneration applicable to the engagement on a fulltime basis during the first twelve months of the Engagement.
3.5. A reduction in fees shall not be applicable for a part-time or shorter, fixed term Engagement.
3.6. The Introduction fee shall be payable within 14 days of the date of the Agency’s invoice which will be rendered in three stages, one third payable on commencement of the recruitment campaign, one third when an offer of Engagement is made and the remainder shall be rendered when the successful candidate commences the Engagement. VAT is chargeable on all fees.
3.7. Where the amount of 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.
3.8. The Client’s obligations under this clause 3 shall be performed without any right of the Client to invoke off-set, deduction, withholdings or other similar rights.
3.9. 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 the Bank of England from the due date until the date of payment.
4. CREDITS
4.1. Whilst every effort is made by the Agency to ensure the suitability of a Candidate, it is the Client’s responsibility to satisfy themselves of that suitability by interview, confirming qualifications and obtaining references.
4.2. If, after an offer has been made and accepted, for reasons attributable to the negligence of the Agency under clause 7 below, the Engagement (a) does not commence because the Candidate withdraws their acceptance or (b) once it has commenced, is terminated by the Candidate or the Client before the expiry 12 weeks from the date of commencement of the Engagement; then subject to clause 4.3 and 4.5 a credit of 8% will be allowed against the introduction fee for each complete week of the initial 12 week period not worked by the candidate to be claimed against future invoices.
4.3. Credits are not offered where a Candidate is made redundant, the role is changed from the original specification provided or the Candidate is dismissed without full written explanation and the implementation of a proper disciplinary or capability process.
4.4. Except where negligence is proven, any credit offered will be at the sole discretion of the Agency.
4.5. In order to qualify for a credit:
4.5.1. the Client must exclusively give the Agency 4 weeks from the date of the notice of non-commencement or termination to find one suitable Replacement Candidate based on the original specification given for the position the Client is seeking to fill.
4.5.2. 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 and the reasons within 7 days of its termination
4.6. For the purposes of 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 later
4.7. If, subsequent to the Client receiving a credit, the Candidate is re-engaged within a period of 12 calendar months from the date of termination then the credit 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
5.1. Introductions of Candidates are confidential. The disclosure by the Client to a third party of any details regarding a Candidate 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 credit.
5.2. An introduction fee calculated in accordance with clause 3.4 will be charged in relation to any Candidate 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.
5.3. In the event that any employee of the Agency with whom the Client has had personal dealings accepts an Engagement with the Client during or 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.
6. SUITABILITY AND REFERENCES
6.1. The Agency endeavours to ensure the suitability of any 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 the Candidate are aware of any requirements imposed by law or by any professional body
6.1.3. Confirm that the Candidate is willing to work in the position.
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 checks 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 be offered
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 to be introduced for a position which involves working with, caring for or attending a Vulnerable Person the Agency shall, in addition to the obligation 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 fully it shall inform the Client of the steps it has taken to obtain this information in any event.
7. 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 and the General Data Protection Regulations (GDPR) 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.
8. LIABILITY
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.
9. NOTICES
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 post to the registered office of the party upon whom notice is to be served or any other address that the party has notified the other party in writing or by email. 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 when that email is sent.
10. SEVERABILITY
If any 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 by applicable laws.
11. LAW
These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England.
LAST MODIFIED: 27/02/2022
