CLIENT TERMS OF BUSINESS FOR THE INTRODUCTION OF PERMANENT STAFF.
1.1 In these Terms of Business the following deﬁnitions apply:
“Applicant” means the person introduced by the Agency to the Client for an Engagement including any oﬃcer or employee of the Applicant if the Applicant is a limited company 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 applicant is introduced.
“Agency” means Digital State Marketing T/A Digital State Recruitment of First Floor, East Bridge Mills, Stramongate, Kendal, LA9 4UB. “Engagement” means the engagement, employment or use of the Applicant by the Client or any third party on a permanent or temporary basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or any other engagement; directly or through a limited company of which the Applicant is an oﬃcer or employee;
“Introduction” means (i) the Client’s interview of an Applicant in person or by telephone, following the Client’s instruction to the Agency to search for an Applicant; or (ii) the passing to the Client of a curriculum vitae or information which identiﬁes the Applicant; and which leads to an engagement of that Applicant;
“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 Applicant for services rendered to or on behalf of the Client. Where the Client provides a company car, a notional amount of £6,000 will be added to the salary in order to calculate the Agency fee.
1.2 Unless the context requires otherwise, references to the singular include the plural.
1.3 The headings contained in these Terms of Business are for convenience only and do not affect their interpretation.
- THE CONTRACT
2.1 These Terms constitute the contract between the Agency and the Client and are deemed to be accepted by the Client by virtue of an Introduction to, or the Engagement of an Applicant or the passing of any information about the Applicant to any third party following an Introduction.
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 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.
- NOTIFICATION AND FEES
3.1 The Client agrees:
- a) To notify the Agency immediately of any offer that they intend to extend to the Applicant (in the form of a speciﬁc letter of offer), so that the offer can be conveyed to the applicant via the agency not the client;
- b) To notify the Agency immediately that its offer of an Engagement to the Applicant has been accepted and to provide details of the Remuneration to the Agency and
- c) To pay the Agency’s fee within 7 days of the date of the invoice.
3.2 Except in circumstances set out in clause 5.1 below, no fee is incurred by the Client until the Applicant commences the Engagement when the Agency will render and invoice to the Client for its fees.
3.3 The Agency reserves the right to charge interest on invoiced amounts unpaid for more than 7 days at the rate of 12% above the Bank of England base rate until the date of payment.
3.4 The fee payable to the Agency by the Client for an introduction resulting in an Engagement is calculated in accordance with the Fee Structure on the Remuneration applicable (Package) during the ﬁrst 12 months of the Engagement. VAT will be charged on the fee if applicable.
3.5 With a retained assignment, the client generally pays one-third of the fee at brieﬁng stage, one-third at short list stage and the balance upon successful placement. It is important to note that only the ﬁnal element of a retained assignment is subject to rebate conditions.
3.6 In the event that the engagement is for a ﬁxed term of less than 12 months, the fee in clause 3.4 will apply pro-rata. If the Engagement is extended beyond the initial ﬁxed term or if the client re-engages the Applicant within 12 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. No rebate periods apply to Contract to Permanent conversions.
3.7 If the Client subsequently engages or re-engages the Applicant within the period of 12 calendar months from the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with clause 3.4 above is issued and valid.
4.1 In order to qualify for the following refund, the Client must pay the Agency’s fee within 7 days of the date of invoice and must notify the Agency in writing of the termination of the Engagement within 5 days of its termination, as well as the stated reason for termination.
4.2 If the Engagement terminates before the expiry of 84 days from the commencement of the Engagement (except where the Applicant is made redundant) the fee will be refunded in accordance with the accompanying Scale of Refund set out in the schedule to these Terms of Business. The client must notify the Agency in writing of the termination of the Engagement within 5 days of its termination.
4.3 In circumstances where clause 3.7 applies the full fee stated in clause 3.4 is payable and there shall be no entitlement to a refund. Digital State Marketing shall refund to the Client a proportion of the introduction fee (excluding all advertising costs and outlays incurred). The proportion shall be determined as follows:
Period of Engagement Refund
Week 1 – 2 : 80%
Week 3 – 4 : 60%
Week 5 – 6 : 50%
Week 7 – 8 : 20%
Week 9+ : 0%
- CANCELLATION FEE
5.1 If, after an offer of Engagement has been made to the Applicant, the client decides for any reason to withdraw it, the Client shall be liable to pay the Agency a minimum fee of £3,500.
6.1 Introductions of Applicants are conﬁdential. The disclosure by the Client to a third party of any details regarding an Applicant introduced by the Agency which results in an Engagement with that third party within 9 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 refund.
6.2 An introduction fee calculated in accordance with clause 3.4 will be charged in relation to any Applicant engaged as a consequence of or resulting from an introduction by or through the Agency, whether direct or indirect, within 9 months from the date of the Agency’s Introduction.
6.3 Where the amount of the actual Remuneration is not known the Agency will charge a fee calculated in accordance with clause 3.4 on the maximum level of remuneration applicable for the position in which the Applicant has been engaged with regard to any information supplied to the Agency by the Client and/ or comparable positions in the market generally for such positions.
6.4 In the event that any employee of the Agency with whom the Client has had personal dealings accepts an Engagement with the Client within 6 months of leaving the Agency’s employment, the Client shall be liable to pay an introduction fee to the Agency at a ﬁxed cost of £10,000 plus VAT.
- SUITABILITY AND REFERENCES
7.1 The Agency endeavours to ensure the suitability of any Applicant introduced to the Client by seeking conﬁrmation of the Applicant’s identity; that the Applicant has the experience, training, qualiﬁcations and any authorisation which the Client considers necessary.
7.2 The Agency 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.
7.3 The Agency 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.
7.4 Notwithstanding clauses 7.1, 7.2 and 7.3 above the Client shall satisfy itself as to the suitability of the Applicant and the Client shall take up any references provided by the Applicant to it or the Agency 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 satisfying any medical and other requirements, qualiﬁcations or permission required by law of the country in which the Applicant is engaged to work.
7.5 To enable the Agency to comply with its obligations under clauses 7.1, 7.2 and
7.3 above the Client undertakes to provide to the Agency details of the position which the Client seeks to ﬁll, including the type of work that the Applicant would be required to do; the location and hours of work; the experience, training, qualiﬁcations and any authorisation which the Client considers necessary or which are required by law or any professional body for the Applicant to possess in order to work in the position; and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks. In addition the Client shall provide details of the date the Client requires the Applicant to commence, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other beneﬁts that would be offered; the intervals of payment of remuneration and the length of notice that the Applicant would be entitled to give and receive to terminate the employment with the Client.
- SPECIAL SITUATIONS
8.1 Where the Applicant is required by law, or any professional body to have any 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 who is otherwise in need of care or attention, the Agency 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 has taken all reasonably practicable steps to conﬁrm that the Applicant is suitable for the position. If the Agency is unable to do any of the above it shall inform the Client of the steps it has taken to obtain this information in any event.
9.1 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 an Applicant for the Client or from the Introduction to or Engagement of any Applicant by the Client or from the failure of the Agency to introduce any Applicant. For the avoidance of doubt, the Agency does not exclude liability for death or personal injury arising from its own negligence. Health and safety in all of its forms are the sole responsibility of the client and NOT the agency. All placed candidates in any form are always under the direction, supervision, and control of the client.
10.1 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.
SCALE OF FEES
All fees are expressed as a percentage of the employee’s ﬁrst year gross annual taxable (or not) remuneration, which remuneration shall include inter alia, salary, bonuses, share options, company vehicles and all other employment related beneﬁts. The fee rates to be charged by Digital State Marketing are deﬁned by the salary band that the gross annual taxable remuneration falls within. For the purposes of this calculation the provision of a Company vehicle is valued at £6,000 additional salary. Any contract or agreement that states or suggests a signiﬁcant increase in salary upon completion of probation or similar time frame will be charged at the higher rate.
Total gross annual Taxable remuneration (package) Fee Rate
Up to £29,999 20%
£29,999 to £49,000 22.5%
£50,000 to £79,999 25%
£80,000 to £99,999 30%
£100,000 Plus By Negotiation.