Terms of Business for the Introduction of Candidates for Direct Employment or Engagement

The Parties to this agreement dated May 2021 are Riverside Recruitment Ltd (and its successors), a company incorporated in England and Wales under company number 6082364 and having its registered office at Island House, Midsomer Norton, Radstock  BA3 2DZ (“the Employment Agency”).

  1. DEFINITIONS AND INTERPRETATION
    • Unless the context otherwise requires, references to the singular include the plural, and references to the masculine include the feminine and vice versa.
    • The headings in these Terms do not affect its interpretation. Save where the context otherwise requires, references to conditions, sub-clauses, clauses and schedules are to conditions, sub-clauses, clauses and schedules of this Agreement.
    • In these Terms the following definitions shall apply:
      • Candidate” means the individual Introduced by the Employment Agency to the Client for an Engagement including, but not limited to, any officer, employee or other representative of the Candidate if the Candidate is a limited company, and members of the Employment Agency’s own staff;
      • Client” means the person, firm or corporate body together with any subsidiary or associated company (as defined by s. 1159 of the Companies Act 2006) to whom a Candidate is introduced or supplied by the Employment Agency;
      • “Engagement” means the engagement, employment or use of the Candidate by the Client or by any Third Party to whom the Client Introduces the Candidate (with or without the Employment Agency’s consent) on a permanent or temporary basis, whether under a contract of service or contract for services; under an agency, licence, franchise or partnership agreement; or through any other engagement or agreement directly or indirectly and “Engages” and “Engaged” shall be construed accordingly;
      • “Introduction” means a) the passing or disclosure of a curriculum vitae or any other information or details about the Candidate; or b) the interview of the Candidate either in person, by telephone, or by other means, whichever is the earlier, by the Client or a Third Party and “Introduced” and “Introduces” shall be construed accordingly.
      • Regulations” means the Employment Agencies Act 1973; the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended), and the Gangmasters (Licensing Conditions) Rules 2009.
      • Remuneration” includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, any allowances, inducement payments, the benefit of a company car and all other payments or emoluments payable to or receivable by the Candidate for services rendered to the Client or any Third Party, calculated on an annualised basis. Where a company car is provided, a notional amount of £5000 will be added to the annual salary (or equivalent) in order to calculate the Employment Agency’s fee;
      • Terms” means these Terms of Business;
      • Third Party” means any company or person who is not the Client. For the avoidance of doubt subsidiaries of the Client (as defined by s. 1159 of the Companies Act 2006) are included in this definition.
  1. THE CONTRACT
    • These Terms and any attachments annexed to these terms shall form the entire agreement between the Client and the Employment Agency and shall supersede any previous agreement between the parties relating to the subject matter herein.
    • These Terms are deemed to be accepted by the Client by virtue of an Introduction to or Engagement by the Client of a Candidate; or the passing of any information about the Candidate by the Client to any Third Party; or the Client’s request to interview or interview of a Candidate.
    • These Terms shall apply to any Engagement of the Candidate irrespective of whether such Engagement is for the same type of work as the work for which the Candidate was introduced.
    • No variation to these Terms shall be valid unless it is in writing and signed by both parties.
    • To the extent that any terms or conditions introduced by the Client purport to cancel these Terms or any part of them they shall be ineffective, and these Terms shall prevail.
    • Unless the context otherwise requires, references to the Employment Agency and the Client include their permitted successors and assigns.
  2. EMPLOYMENT AGENCY OBLIGATIONS
    • The Employment Agency shall use reasonable skill and care in providing suitable Candidates to the Client during the term of this Agreement.
    • The Employment Agency shall use its reasonable endeavours to ensure that it provides the Client with accurate information regarding Candidates.
  3. CLIENT OBLIGATIONS
    • To enable the Employment Agency to satisfy its obligations under the Regulations the Client shall provide the Employment Agency with the following information regarding each role it seeks to fill:
      • The date on which the Client requires a Candidate to commence work, and the duration or likely duration of the work;
      • The role for which the Client seeks a Candidate, including the type of work the Candidate would be required to do, the location and working hours, any issues relating to health and safety, and details of any steps taken by the Client to control or prevent such risk;
      • The experience, training, qualifications and any authorisations which the Client considers are necessary or are required by law or any professional body for a Candidate to possess in order to work in the relevant position;
      • The remuneration, any expenses, and/or any other benefits which the Candidate would be paid, and the intervals at which such remuneration or other benefits would be paid; and the length of notice which the Candidate would be required to give and entitled to receive to terminate the Engagement.
    • The Client shall inform the Employment Agency of any information that may affect a Candidate’s decision to accept a position, immediately upon the Client becoming aware of such information.
    • The Client confirms that it has all appropriate licences, certificates, and/or other authorities necessary and required by law to undertake the work for which the Candidate is required. It is the Client’s responsibility to immediately inform the Employment Agency should any licence, certificate and/or other authority required lapse or be rescinded.
    • It is the Client’s sole responsibility to satisfy itself of the Candidate’s suitability for the work required to be undertaken.
    • The Client is responsible for ensuring that the Candidate has the legal right to work in the country in which the work will be undertaken, which will include any necessary work permits or other permissions as may be required by law, and for the arrangement of medical examinations and/or investigations into the medical history of any Candidate, and satisfying other requirements, qualifications or permissions required for the Candidate to work in the position.
    • The Client shall notify the Employment Agency within 1 working day if it has previously received details of a Candidate which are subsequently provided by the Employment Agency for the same role. Where no such notification is provided by the Client to the Employment Agency, in the event of an Engagement the Client agrees that the fee set out in Clause 5 will be payable in full and in line with the Client’s obligations under these Terms.
    • The Client shall notify the Employment Agency immediately of any offer of an Engagement which it makes to the Candidate and the terms of that offer.
    • The Client shall also notify the Employment Agency immediately of the acceptance by the Candidate of an offer of an Engagement and provide details of the Remuneration to the Employment Agency necessary to calculate the correct Fee. The Client shall provide documentary evidence of the Remuneration if so requested by the Employment Agency; and
    • The Client shall pay the Employment Agency’s fee as calculated in accordance with Clause 5, and within the period specified under Clause 6.2.
  4. FEES
    • The Fee shall become due immediately an offer of Engagement is accepted by a Candidate or alternatively upon the commencement of an Engagement (whichever first occurs).
    • The Fee shall be calculated as a percentage of the Candidate’s projected Remuneration in the first 12 months of the Engagement as shown below:
Remuneration Percentage Fee Payable
Less than £25k 10%
More than £25k 12.5%
  • The Employment Agency will charge VAT on all fees where applicable.
  • Where the Client fails to notify the Employment Agency of the Remuneration applicable to the Engagement, the Employment Agency shall calculate the Fee in accordance with Clause 5.2 based on the maximum proposed remuneration for the applicable vacancy as notified by the Client, or if no remuneration was notified the Employment Agency shall use the comparable current market rate.
  • Where the Client (or a Third Party to whom details of the Candidate have been disclosed by the Client) Engages a Candidate within 6 months of the Introduction of the Candidate to the Client by the Employment Agency, the Client shall pay a fee to the Employment Agency as calculated in Clause 5.2 and in accordance with Clause 5.1.
  • If the Engagement shall be for a fixed term of less than 12 months, then the fee calculated in accordance with Clause 5.2 shall apply pro-rata. In any event, the total Fee shall not be less than £1000.
  • Where the Client extends the Engagement after the initial term or where the Client re-Engages the Candidate within 6 months from the date of termination of the initial Engagement, the Client shall pay a further fee based on the Remuneration applicable for the extended Engagement or re-Engagement, and any subsequent Engagements until the Candidate has been Engaged by the Client for a total of 12 months, after which no further fees will be due.
  1. PAYMENT
    • The Employment Agency shall render an invoice to the Client on or after commencement of the Engagement.
    • The Client agrees to pay all invoices within 14 days of the date of the invoice.
    • The Client will be deemed to have accepted an invoice in full if it fails to notify the Employment Agency to the contrary within 7 days from date of receipt. In the event that the Client reasonably disputes an invoice, or any element of an invoice, then the Client agrees to pay the undisputed element of such invoice on or before the due date for payment, in accordance with Clause 6.2 above, co-operate fully with the Employment Agency to reach agreement in relation to the disputed element as quickly as possible, and once resolved pay such outstanding amount within 7 working days of such agreement.
    • In the event of delayed or overdue payment, save in circumstances where the relevant invoice is the subject of a bona fide dispute as described in Clause 6.3, the Employment Agency reserves the right to charge the Client interest under the Late Payment of Commercial Debts (interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 8% above the Bank of England base rate from time to time from the due date until date of payment.
  2. REBATES
    • Subject to the Client having fulfilled its obligations under Clauses 5 and 6, should the Candidate’s Engagement be terminated by either the Client or the Candidate subject to Clause 7.2, the Client will be due a rebate of the fee in accordance with the timescales and percentage rebate shown below.
Length of Engagement Rebated Fee Percentage
Less than 13 weeks 50%
Less than 26 weeks 25%
  • The Client will not qualify for a rebate of the fee where the Client terminates the Engagement due to redundancy or reorganisation of the Client’s business; or where the Candidate terminates the Engagement because the role, in their reasonable opinion was substantially different to the one for which the Candidate had been engaged.
  • To qualify for a rebate of the Employment Agency’s fee, the Client must inform the Employment Agency in writing within 7 days of the Engagement ending, of the termination of the Engagement.
  • Where the Client subsequently re-engages the Candidate, howsoever engaged, either directly or indirectly, then the Client shall repay any rebate within 7 days of the re-engagement.
  1. TERMINATION
    • Either party may terminate these Terms immediately if there is a material or persistent breach by the other party of any of the Terms which is not remediable, or if it is remediable it has not been remedied within fourteen (14) days of the service of written notice to the defaulting party specifying the breach and requiring it to be remedied.
    • Either party may terminate these Terms forthwith in the event that either party goes into liquidation, becomes bankrupt or enters into an arrangement with creditors or has a receiver or administrator appointed.
  2. INDEMNITY AND LIABILITY
    • Neither party’s liability is excluded or limited by these Terms for a) death or personal injury caused by its negligence or the negligence of its employees or agents; or b) anything which cannot be excluded or limited at law.
    • Subject to Clause 9.1 the Employment 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 Employment 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 Employment Agency to Introduce any Candidate.
    • Subject to Clause 9.1, the Client shall indemnify and keep indemnified on a continuing basis the Employment Agency against any actions, costs (including but not limited to legal costs), expenses, damages, claims and all other liabilities incurred either directly or indirectly by the Employment Agency howsoever arising out of or in connection with these Terms, including but not limited to a) any breach of these Terms by the Client, its employees, or agents; b) any breach of any statutory provisions by the Client, its employees, agents, or any Third Party; and/or c) any unauthorised disclosure of any information or details about the Candidate by the Client, its employees, agents, or any Third Party.
  3. CONFIDENTIALITY & DATA PROTECTION
    • The Client warrants to the Employment Agency that it will comply with all applicable obligations and requirements under the Data Protection Legislation. In particular, the Client warrants that it will process any personal data which it receives from the Employment Agency in accordance with the Data Protection Legislation and only for the express purpose for which it was provided to the Client by the Employment Agency, and that the Client will not pass any such personal data to any third party without the written permission of the Employment Agency. This clause is in addition to, and does not relieve, remove or replace, the Client’s obligations under the Data Protection Legislation. For the purposes of this clause, Data Protection Legislation means (i) unless and until the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018.”
    • These Terms and any information relating to the Employment Agency which is capable of being confidential shall remain confidential and the Client shall not divulge them to any Third Party save for its professional advisers and as may be required by law.
  4. GENERAL
    • For the purposes of these Terms the Employment Agency is acting as an Employment Agency and in the event that a temporary Engagement follows the Introduction of the Candidate to the Client, the Employment Agency will be acting as an Employment Business within the meaning of the Employment Agencies Act 1973. The Employment Agency shall be acting within the legal definition as a Gangmaster (as defined in Section 4 of the Gangmasters (Licensing) Act 2004) when introducing the Candidate to the Client into a role to which Gangmasters Licensing applies.
    • Neither party’s rights under these Terms shall be prejudiced or restricted by any concession, delay or forbearance it extends to the other and no waiver by either party in respect of any breach by the other shall operate as a waiver in respect of any subsequent breach. Rights and remedies provided under these Terms are cumulative and not exclusive of any rights or remedies provided by law.
    • No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.
    • If at any time any clause in these Terms becomes illegal, invalid or unenforceable in any respect for any reason that shall not affect or impair the legality, validity or enforceability of any other clauses in these Terms.
  5. NOTICES
    • Any notice to be given hereunder shall be in writing. Notices may be given by either party by personal delivery, post, email or by fax addressed to the other party at its registered office for the time being and any such notice given by letter email, or fax shall be deemed to have been served at the time at which the letter was delivered personally or transmitted or if sent by post would be delivered in the ordinary course of post.
  6. EQUAL OPPORTUNITIES
    • The Employment Agency operates equal opportunities policies governing all its dealings. Copies of those policies are available from the Employment Agency’s registered office on request.
  7. NON TRANSFERABLE
    • No contract into which these Terms are incorporated shall be assigned or transferred by the Client without the Employment Agency’s prior written consent.
  8. NON-CORRUPTION
    • The Employment Agency and the Client shall fully comply with the Bribery Act 2010, and neither party shall offer or solicit any bribe, inducement, payment or gift which would be a breach of the Act.
  9. NON- SOLICITATION
    • In the event that any employee of the Employment Agency with whom the Client has had personal dealings accepts an Engagement with the Client within six (6) months of leaving the Employment Agency's employment, the Client shall be liable to pay an introduction Fee to the Employment Agency as defined and in accordance with Clause 5.
  10. LAW
    • This Agreement is governed by and shall be construed in accordance with the law of England and Wales and the parties hereto submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any dispute arising from these Terms or its subject matter.

Signed by and on behalf of the Parties as follows:

Signed: Signed:
Name: Name: Faye Francis
Position: Position: Director
For and on behalf of: For and on behalf of: Riverside Recruitment Ltd
Date: Date: