Terms of Business
SUPPLY OF PERMANENT STAFF
1.1 In these Terms of Business (“Terms”) the following expressions shall have the following meanings:
“Westminster Search” means Westminster Search Ltd trading as Westminster Search.
“Candidate” means a person introduced by Westminster Search to the Client to be considered for an Engagement including any staff of Westminster Search;
“Client” means a person, firm or corporation who approaches Westminster Search for the supply of a Candidate;
“Commission Rate” means the Commission Rate set out in Paragraph 3.3;
“Engagement” means the employment or engagement, directly or indirectly, whether under a contract of service or for services or otherwise, and whether on a permanent, temporary or other basis, of a Candidate by or on behalf of the Client;
“Introduction” means the delivery by Westminster Search to the Client of information which identifies a Candidate, such as a CV or email setting out the Candidate’s qualifications & experience etc.;
“Introduction Fee” means the fee payable by the Client in accordance with Paragraphs 3.2;
“Remuneration” means base salary or fees, guaranteed and/or anticipated bonus (whether contractual or discretionary) and commission earnings, allowances, inducement payments, and all other payments and taxable (and, where applicable, non-taxable) emoluments or benefits payable to or receivable by the Candidate;
1.2 Westminster Search is acting as an employment agency pursuant to the Employment Agencies Act 1973.
2. THE CONTRACT
2.1 These Terms constitute the entire agreement for the supply of the Candidate’s services by Westminster Search to the Client. These Terms are deemed agreed by the Client by virtue of a communication of Client requirements, request for a Candidate’s CV, interview or the commencement of an Engagement and unless otherwise agreed in writing by Westminster Search prevail over any terms of business proffered by a Client.
2.2 When requesting details of Candidates for an Engagement, the Client shall provide details of the identity of the Client, dates and likely duration of the Engagement, the services to be provided (including location and hours, potential health and safety risks and steps taken to prevent or control such risks), training, qualifications or authorisations considered necessary, any expenses payable, the rate payable and the length of notice required.
2.3 The Client agrees that upon Westminster Search providing details of a potential Candidate, Westminster Search shall be given priority over any duplicated applications by the same Candidate. Should the Client receive a duplicated application, the Client shall not engage that Candidate outside these Terms without the written permission of Westminster Search and, should the Client do so without such permission, the fees payable under clause three below shall become due.
3. NOTIFICATION AND FEES
3.1 The Client agrees to notify Westminster Search immediately:
(a) of any offer of an Engagement which it makes to a Candidate; and
(b) if its offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration to Westminster Search.
3.2 The Introduction Fee shall become due immediately upon the commencement of an Engagement, and shall be calculated as the Candidate’s first twelve month’s Remuneration multiplied by the Commission Rate (plus VAT, if applicable).
3.3 The Commission Rate shall be:
•25% where total Remuneration is below £29,999
•25% where total Remuneration is between £30,000 and £59,999.
•25% where total Remuneration is above £60,000
3.4 All monies due under these Terms shall be paid by the Client within 7 days of the date of an invoice sent by Westminster Search.
3.5 Westminster Search reserves the right to charge the Client on any overdue sum at a rate of 8% per annum above the Bank of England’s base rate from time to time calculated daily (both before and after any judgment) from the date of the invoice to the date of payment pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
4.1 In the event of a Candidate terminating or the Client lawfully terminating an Engagement within 12 weeks of the date upon which such Candidate commenced work for the Client and provided that:
(a) all monies due under these Terms have been paid by the Client in full; and
(b) such termination is not as a result of liquidation, bankruptcy, dissolution or amalgamation of the Client, redundancy, pregnancy, injury or ill health or by reason of the Candidate’s race, sex, religion, age, sexual orientation or any disability; and
(c) such termination has not arisen where the Client has entered into the Engagement with the intention of disposing with the Candidate’s services without proper cause or with a view to unfairly obtaining a refund; and
(d) the Client serves notice on Westminster Search in writing of the termination of the Engagement within 7 days of such termination; and
(e) neither the Client nor any subsidiary, associated or holding company of the Client shall commence Engagement of the Candidate within 6 months from the date of the termination of the Engagement;
the Client shall receive a rebate of the entire Introduction Fee, less 1/12th of the Introduction Fee for each week or partial week which the Candidate remained Engaged by the Client (i.e. for the avoidance of doubt reducing to a zero rebate following 12 full or partial weeks of Engagement). In no circumstances shall expenses be refunded.
Example rebate if a Client paid an Introduction Fee of £5,000
Engagement lawfully terminated within: Refund due to Client is:
1 week £4,583
2 weeks £4,167
3 weeks £3,750
4 weeks £3,333
5 weeks £2,917
6 weeks £2,500
7 weeks £2,083
8 weeks £1,667
9 weeks £1,250
10 weeks £833
11 weeks £417
12+ weeks No refund
4.2 No rebate shall be payable by Westminster Search:
(a) in the event of failure by the Client to adhere to the time limits or any other requirement set out in Paragraph 4.1; or
(b) where the Candidate was previously engaged in any capacity by the Client through Westminster Search.
4.3 Should the Client (or any group company of the Client) subsequently engage the Candidate within the period of 6 calendar months from the date of the last interview, or withdrawal of an offer if later, the full Introduction Fee calculated in accordance with Paragraph 3 above shall become payable (with no entitlement to a replacement or refund).
4.4 If there is any other breach of this agreement or if the Client commits any other illegal act/omission during the Candidates’ employment.
5.1 Introductions of Candidates are confidential. In the event a Client, a group company or a related third party, within 26 weeks of the first Introduction or the last interview (whichever is the latter): (a) enters into an Engagement with a Candidate, and fails to notify Westminster Search; or (b) passes on a Candidate’s details to another employer resulting in the Engagement of a Candidate; the Client shall be charged at twice the amount of the Introduction Fee. This fee must be paid by the Client within two weeks of commencement of any employment or work, with no entitlement to a refund if the Candidate leaves within 12 weeks.
5.2 Where the amount of the actual Remuneration charge is not known, Westminster Search shall charge an Introduction Fee calculated in accordance with the minimum level of remuneration applicable for the position in which the Candidate has been engaged, based on information supplied to Westminster Search by the Client and/or if this information is not made available within a reasonable time, Westminster Search shall have the right to rely on data and/or its own knowledge and experience on comparable positions in the market generally.
6.1 In providing its services to a Client, Westminster Search shall endeavour to obtain confirmation of the Candidate’s identity, that the Candidate has the experience, training, qualifications and any authorisations which the Client has notified Westminster Search that it considers necessary and that the applicant is willing to work in the position which the Client is seeking to fill. However, the Client accepts that no warranty as to the suitability of the Candidate can be given by Westminster Search.
6.2 Notwithstanding Paragraph 6.1, the Client shall satisfy itself as to the suitability of any Candidate. The Client shall be responsible for taking up references, checking the validity of qualifications and ensuring that the Candidate is capable of operating any equipment to the necessary level. The Client shall be responsible for obtaining any work and other permits and for ensuring that the Candidate satisfies any medical requirements or other qualifications that may be appropriate or required by law.
7. LIABILITY & CONFIDENTIALITY
7.1 Westminster Search shall not be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with an Engagement and, in particular, but without limitation to the foregoing, any such loss, injury, damage, expense or delay arising from or in any way connected with a failure of the Candidate to meet the requirements of the Client; any act or omission of a Candidate, whether wilful, negligent or otherwise; any loss or injury suffered by a Candidate. Westminster Search shall not be liable for any losses caused as a result of any breaches of statutory legislation or regulations including but not limited to the Agency Workers Regulations 2010, Employment Agencies Act 1973 and Conduct of Employment Businesses Regulations 2003 and the Transfer of Undertakings Protection of Employment Regulations (as amended in 2013).
7.2 Nothing in this Paragraph 7 shall be construed as purporting to restrict liability of Westminster Search to the Client for personal injury or death resulting from the negligence of Westminster Search, nor any statutory liability or any exclusion or limitation which is prohibited by law.
7.3 The Client undertakes to indemnify Westminster Search in respect of any and all liability, costs or damages of Westminster Search for any loss, injury, expense or delay suffered or incurred by a Candidate, howsoever caused; any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Candidate, whether wilful, reckless, fraudulent, negligent, dishonest or otherwise; and any loss, injury or delay suffered or incurred by Westminster Search as a result of any act or omission of the Client; provided that this indemnity is given only in respect of any such loss, injury, damage, expense or delay caused during or arising directly out of or in any way connected with an Engagement.
7.4 The Client acknowledges that the limitations and exclusions of the obligations and liabilities of Westminster Search set out in these Terms are reasonable and reflect the charges payable to Westminster Search and accepts the risk and/or will take out all necessary insurances.
7.5 The Client shall keep any information comprising an Introduction confidential and not use it for any purpose other than that disclosed by the Client to Westminster Search at the time the information was requested.
7.6 Subject to clause 7.7, neither the Client nor Westminster Search shall divulge to any other party, or use for their own benefit, any information capable of being confidential relating to the affairs of the Client’s or Westminster Search’s business or business methods, or confidential information, received from each other, except that which is in the public domain or is trivial or obvious or authorised to be released or required by Court Order to be disclosed.
7.7 The Client acknowledges that the information the Client has provided to Westminster Search may be disclosed to third parties involved in the supply of Candidates to the Client with whom Westminster Search may deal, including, but not limited to, Candidates.
7.8 Neither the Client nor Westminster Search shall, for the duration of the Agreement or for a period of 12 months following an Engagement of a Candidate by the Client whom Westminster Search has Introduced, directly or indirectly solicit or entice into their employment any person employed by the other party (‘the second party’) with whom the first party has had any dealings arising from this Agreement, without the second party’s prior written consent. This clause shall not apply to either party in the case of Engagements falling within the scope of clause 5.1.
8.1 The Client shall at all times treat the Candidate reasonably and shall not unlawfully discriminate against the Candidate or harass a candidate on any ground such as his or her gender, gender orientation, sexual orientation, marital status, age, disability, race, colour, ethnic or national origin, religion or belief, political affiliation, or membership or non-membership of a Trade Union.
8.2 Westminster Search reserves the right to revise these Terms upon providing 30 days’ written notice to the Client. No other variation of this Agreement shall be permitted. In the event that a court deems part of this Agreement to be invalid, the remainder of the Agreement shall not be affected and shall continue to be applicable as normal.
8.3 These Terms and any Client Terms shall be governed by and construed in accordance with the laws of England and the English Courts shall have exclusive jurisdiction.