1.1 In the context of these Standard Terms and Conditions
1.1.1 .Associated Company. means a subsidiary of a company and any other company which is for the time being a holding company of such company or another subsidiary of any such holding;
1.1.2 .Candidate. means any person whose name is supplied to the Client by the Company for recruitment purposes;
1.1.3 .Client. means any customer of the Company whether a person, firm or company (or any agent or authorised representative of such person, firm or company) purchasing services from the Company;
1.1.4 .the Company. means Enterprise Sales Personnel Ltd whose registered office is at 1 Ogden Street, Didsbury, Manchester, M20 6DN
1.1.5 .Confidential Information. means details of any Candidate (including, without limitation, name and/or curriculum vitae) and any other information which has been given to the Client in confidence by the Company;
1.1.6 .contract. means a contract between the Company and the Client for the provision of services to the Client by the Company;
1.1.7 .Engagement. means an engagement of a Candidate in any capacity (including, without limitation, as an employee or a contractor) at any time, regardless of the capacity in which any Candidate is introduced to the Client.
1.1.8. Introduction means (i) the Client’s interview of a Candidate (in person or by telephone or by any other means), following the Client’s instruction to the Company to search for a Candidate; or (ii) the passing to the Client of any information relating to the Candidate; and in each case leads to an Engagement of that Candidate or an acceptance of an offer of that Engagement by the Candidate.
1.2 Reference to a statute or statutory provision includes a reference to it as from time to time amended, extended or re-enacted.
1.3 Words donating the singular number only include the plural and vice versa.
1.4 Unless the context otherwise requires, reference to a clause is a reference to a clause of these Conditions.
1.5 The headings in these Conditions are inserted for convenience only and do not affect their construction.
1.6 Any reference to any party includes its successors in title and assigns.
2.1 The Company provides services under these Standard Terms and Conditions as an employment agency.
2.2 These Conditions shall be deemed to be accepted by and shall be binding on the Client in relation to any particular Candidate upon the Client receiving and utilising or otherwise disseminating (whether or not for himself or any other person) any information (including without limitation the name and/or the curriculum vitae) which identifies any such Candidate or (if earlier) by virtue of an Introduction or the Engagement of a Candidate by the Client. These Conditions shall be incorporated in the contract.
2.3. The Client agrees to notify the Company immediately of (i) any offer of Engagement which it makes to a Candidate; and (ii) any offer of Engagement that is accepted by a Candidate.
3.1 No fee is payable for preliminary discussions concerning the availability and suitability of a Candidate.
3.2 A fee (calculated in accordance with Clause 3.3) shall be payable by the Client to the Company on either:-
3.2.1 the Engagement of a Candidate by the Client or an Associated Company of the Client; or
3.2.2 the Engagement of a Candidate by a third party where such engagement is a direct or indirect result of the Client or Associated Company of the Client passing information about such Candidate to such third party; or
3.2.3 the Engagement of any employee of the Company or an Associated Company of the Company by the Client or any third party, where such an Engagement directly or indirectly results from the Client or an Associated Company of the Client passing information concerning an employee.
3.3 Subject to Clauses 3.4 and 3.7, all fees which fall due for payment pursuant to Clause 3.2 shall be calculated as a percentage of any engaged Candidate’s first year’s anticipated total gross salary including without limitation salary and/or wages and guaranteed commissions and bonuses to be earned in the first year (.the Salary.), in accordance with the scale set out below:-
Candidates Total Anticipated Annual Gross Salary % Charge
Up to and including £29,450 25%
£29,451 Plus 30%
3.3.1 for placing a Candidate with the Client on a part-time basis, the minimum fee will be £5,000.
3.3.2 The minimum fee in respect of al permanent introductions will be £5,000. If the fee calculated using the table above is less than £5,000 then the minimum fee of £5,000 will apply
3.4 The provision of the following will be treated as additional anticipated gross salary to the value set out in the right hand column:
Motor Car or £5,000 Monies Provided For The Procurement Of A Vehicle
3.5 For the avoidance of doubt Clause 3.2 shall apply where an Engagement is on a self-employed basis and subject to Clause 3.4 the fee payable will be calculated in accordance with Clause 3.3 save that the Total Anticipated Gross Salary shall be deemed to be the gross fees payable by the Client to the Candidate (excluding VAT).
3.6 The Client shall provide the Company with written details of the actual gross salary paid to a Candidate on the anniversary of the date upon which the Candidate commenced work or started providing services (as applicable) to the Client or one of the Clients Associated Companies. In the event that actual gross salary paid to the Candidate during the first 12 months of employment is greater than the Total Anticipated Gross Salary referred to in Clause 3.3 the fee payable by the Client to the Company shall be re-calculated in accordance with Clause 3.3, save that Total Anticipated Gross Salary shall be deemed to be substituted for actual gross salary. Upon the Company providing the Client with written details of such re-calculation the Client shall forthwith pay to the Company the recalculated fee less an amount equal that part of the initial fee which has already been paid to the Company by the Client in respect of the applicable Candidate.
3.7 Subject to Clause 3.7 all fees payable pursuant to this Clause 3 fall due for payment on the 7th day following the date upon which the Candidate accepted the Engagement regardless of when the Candidate commences work or when the invoice is received.
3.8 The Company shall be entitled to charge interest on overdue payments at a daily rate of 5% per annum above the base lending rate for the time being of National Westminster Bank Plc.
4.1 Al sums payable under this Agreement unless otherwise stated are exclusive of VAT.
4.2 Any VAT payable in respect of such sums shall be payable in addition to such sums.
5.1 The Company does not recognise trial or probationary periods for Candidates.
5.2 In the event of the Candidate’s Engagement terminating ( the .Termination.) within eight weeks of commencement of the Engagement a rebate shall be payable by the Company to the Client provided:-
5.2.1 the fee referred to in Clause 3.3 has been paid in accordance with the provisions of clause 3 or within the time specified in the invoice (if such date has been provided and it differs to the aforementioned); and
5.2.2 the Client notifies the Company in writing within 7 days of the Termination; and
5.2.3 the Termination was reasonable and for a fair reason (other than redundancy) recognised by S98 of the
Employment Rights Act 1996.
5.3 The Rebate shall be calculated in accordance with the following table:-
Week in which employment ends Percentage of Rebate
Week 1 90%
Week 2 80%
Week 3 70%
Week 4 60%
Week 5 50%
Week 6 30%
Week 7 20%
Week 8 10%
5.4 In the event of the Client re-engaging the Candidate within six months of the Termination the full fee shall become payable forthwith less credit for any amounts already paid to the Company in respect of the Engagement.
6. Warranties and Liabilities
6.1 The Client is responsible for ascertaining all aspects concerning the Candidate’s suitability for any particular appointment including, without limitation, the taking up of references and checking qualifications (including driving licence, work permits, arranging medical examinations and the like).
6.2. The Company endeavours to take all such steps as are reasonably practicable to ensure that the Client and the Candidate are aware of any requirements imposed by law or any professional body to enable the Candidate to work in the position that the Client seeks to fill.
6.3. The Company 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 Candidate for the Candidate to work in the position that the Client seeks to fill.
6.4. Subject to clause 6.6, the Company’s aggregate liability for claims made by the Client against the Company shall be limited to that amount which equals the fee actually paid by the Client to the Company in relation to the engagement of a Candidate.
6.5 Subject to clause 6.6, and notwithstanding any terms and conditions (whether express or implied) in these Conditions or the contract to the contrary, in no event shall the Company be liable in contract or tort to compensate the Client for loss of profit, anticipated profit, revenue, business interruption or loss of goodwill or any other indirect or consequential loss suffered by the Client arising out of or in connection with these Conditions or the contract howsoever caused.
6.6. For the avoidance of doubt, the Company 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 by law.
7. Waiver, Forbearance and Variation
7.1 No waiver by the Company of any breach of any term, covenant, representation, or warranty contained in the contract between the parties (whether express or given by conduct or otherwise) in any instance shall be deemed to be or construed as a further or continuing waiver of any breach of any term, covenant, representation or warranty in the contract.
7.2 No modification, variation or cancelation of any Condition shall be binding on the Company unless the same shall be in writing and shall be signed by an executive officer of the Company.
8.1 The Client shall not at any time divulge or allow any of its employees to divulge any Confidential Information.
8.2 The Client shall only use Confidential Information for the purpose for which is was supplied.
8.3 The Client will treat al the Confidential Information as private and confidential and safeguard it accordingly. In the event of termination of these Conditions the Client shall not use, reproduce, transform or store any of the Confidential Information in any external or internal accessible computer or electronic information retrieval system.
8.4 The Client shall not approach any Candidate directly without the prior approval of the Company.
9. Entire Agreement
9.1 These Conditions represent the entire understanding between the parties in relation to the subject matter hereof and supersede al agreements made by either party whether oral or written. The parties agree that save as expressly set out herein neither party will have any liability for any untrue statement or representation made by it (whether innocently or negligently) upon which the other party relied in entering into these Conditions or the Contract unless such untrue statement or representation was made fraudulently. Unless otherwise expressly agreed in writing between the parties these Conditions shall prevail over any inconsistent terms and conditions in any other agreement between the parties or referred to in correspondence or elsewhere and any conditions or stipulations to the contrary and hereby excluded and extinguished.
10.1 The Client shall not assign or transfer or purport to assign or transfer any of its obligations under these Conditions without the prior written consent of the Company.
11.1 Any notice or other document to be given hereunder shall be delivered or sent by first class post or facsimile transmission. The address for service in the case of the company its registered office, and in the case of an individual, his address as notified in writing to the other party.
11.2 Any such notice or document shall be deemed to have been served if delivered at the time of delivery or if posted at the expiration of forty-eight hours after the envelope containing the same shall have been put into the post or if sent by facsimile transmission at the expiration of one hour after receipt of the same has been automatically acknowledged to the sender thereof and in proving such service it shall be sufficient to prove that delivery was made or that the envelope containing such notice or document was properly addressed and posted as a prepaid first class letter or that the facsimile transmission was properly addressed and acknowledged as the case may be Provided that a copy of such facsimile transmission is delivered or sent by post in a manner aforesaid within twenty four hours of such facsimile being automatically acknowledged.
12.1 These Conditions shall be governed by and construed in accordance with English Law and the parties hereby submit to the exclusive jurisdiction of the English Courts.
13.1 If any of the provisions of these Conditions shall be declared invalid or unenforceable in whole or in part by any competent court or other authority whose decisions shall have the force of law binding on the parties, the remaining provisions shall remain in full force and effect.