Terms & Conditions...

CLIENT AGREEMENT FOR PERMANENT AND FIXED TERM STAFF

This Agreement is made between The Agency, and the Client, on and subject to these terms and conditions.

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1. Definitions

   • ​"Agreement" means these terms and conditions, any schedule including in the form attached and other documents referred to herein;

   • “Bespoke Services" means any agreed additional services described in the Schedule;

   • “Candidate” means any individual work seeker The Agency Introduces to the Client;

   • "Charge Period" means, in respect of each Candidate, the period of twelve months from the later of the date: (a) of our most recent Introduction of a Candidate to you and (b) when such Candidate last worked for you;

   • "Client" means the legal entity requesting our Services including any subsidiary, holding, or other group company and references to "you" and "your" shall, unless otherwise required by the context, mean the Client;

   • "Confidential Information" means, information of either party, including without limitation its clients, this Agreement, the Requirement and any other information which either party may reasonably regard as confidential and for The Agency includes Candidates and its database;

   • "Employment Benefits" shall have the meaning set out in the Schedule;

   • "Fee/fees" means our fee for providing the Services calculated as set out in the Schedule;

   • "Introduction/Introduce" means the provision of information by us to you relating to a Candidate;

   • "Rebate" means the repayment to you of our Fee if a Candidate’s employment is terminated other than for redundancy and calculated and paid in accordance with clause 5 and the Schedule;

   • "Regulations" means The Conduct of Employment Agencies and Employment Businesses Regulations 2003;

   • "Requirement" means your requirement for a permanent or fixed term Candidate;

   • "Agency" Archway Superior Households, carrying on business as an employment agency (“the Agency”).

   • "Services" means the permanent and/or fixed term recruitment services described in clause 2 and the Bespoke Services (if any)

2. Services

   • 2.1 This Agreement is binding on your spoken and/or written acceptance; or where you have proceeded with registering for our Services; it is deemed to take effect on the earlier of (i) an introduction; and (ii) you, by your conduct indicate your acceptance of our Terms, including accepting Candidate information from us, i.e. a profile.

   • 2.2 We shall perform, and you shall purchase, the Services in accordance with this Agreement, which shall govern the Services to the exclusion of all other terms and conditions. Subject to this Agreement we shall Introduce you to Candidates who we have identified from the Services using reasonable care and skill. You agree that we have no authority to enter into any binding agreement with a Candidate on your behalf.

   • 2.3 In relation to Candidates we Introduce, we will: confirm identity; obtain confirmation from the Candidate of experience, training, qualifications, and any authorisation which you consider are necessary or are required by law or any professional body and as required by the Regulations in relation to the Requirement and confirm the Candidate is willing to work in the position.

   • 2.4 Introductions made to you are on the basis that any Candidate is directly engaged by you under a permanent contract of service or a contract of service for a fixed term. This Agreement does not apply to a Requirement for a temporary worker under a contract for services for an indefinite term.

3. Client's Obligations

   • ​3.1 You agree to provide information to us about (i) yourself and the Requirement as we deem necessary to enable us to comply with the Regulations, and (ii) the Candidate, and the Employment Benefits. If you fail to supply details of the Employment Benefits we shall calculate our Fee based on highest salary advised in connection with the Requirement. You undertake that all information you supply to us shall be accurate and complete. You shall notify us of any changes to your Requirement during the Charge Period.

   • 3.2 It is your sole responsibility to select the Candidate that you consider suitable and meets your Requirement and to take up references as you consider appropriate prior to engagement. All information we provide to you is supplied in reliance on information as supplied to us by the Candidate and third parties. You acknowledge that we make no investigations of any Candidate other than those required by the Regulations (as applicable to the Requirement) and that we have no control over the content of any curriculum vitae (CV/resume) or reference in respect of any Candidate. You accept that we make no representations and give no warranty or guarantee in relation to the suitability or fitness for purpose of any Candidate, their skills, experience or their work product or any CV or reference related to such Candidate.

   • 3.3 Whilst we shall endeavour to obtain confirmation of a Candidate’s right to work in the UK or elsewhere internationally, it remains your responsibility to determine whether you may lawfully engage the Candidate, for obtaining any permissions, work permits, or licences required to engage the Candidate, for the arrangement of any medical and other investigations, and for inducting the Candidate into your workforce. You will make full disclosure to each Candidate of and and all matters applicable to you and the Requirement.

   • 3.4 If you have prior knowledge of a Candidate we Introduce you shall notify us within 2 working days of our Introduction and before any further progression with that Candidate, failing which you shall be liable for our Fee. You shall inform us promptly if you increase the Candidate’s Employment Benefits or Salary at any time within 3 months from the date of engagement and we shall be entitled to increase our Fee and charge you accordingly.​

4. Fees and payment

   • 4.1 We shall be entitled to charge and you will pay our Fee(s) and any agreed expenses, and we may issue an invoice for payment of the Fee(s) and any Expenses, at any time following, the occurrence of any of the following events during the Charge Period: (a) the engagement or re-engagement by you of a Candidate Introduced by us; (b) the engagement or re-engagement by you of a Candidate introduced or referred by a third party following our Introduction of the Candidate to you; (c) the engagement or re-engagement by a third party of a Candidate arising from a direct or indirect referral by you of the Candidate following our Introduction of the Candidate to you; or (d) the engagement or re-engagement by you of a Candidate referred from a third party where you agreed to take the Services from us on an exclusive basis.

   • 4.2 All sums invoiced by us shall be payable by you as set out in the Schedule and are, unless stated otherwise, exclusive of VAT and all other applicable taxes and duties which shall be payable by you in addition.

5. Rebate/Replacement

   • 5.1 We offer a free replacement (like to like) candidate in respect of a Candidate Introduced by us where all of the following conditions are satisfied: (a) the Candidate is employed by you under a permanent contract of service that is not a fixed term contract, and you terminate that contract within 6 weeks of the date of employment on grounds that the Candidate is unsuitable for the Requirement as originally communicated to us; (b) you had not previously engaged the Candidate in any capacity; (c) you give us written notice of your claim for a Rebate within 5 working days of terminating the Candidate’s employment together with supporting reasons and documentation; (d) you have paid our Fee in accordance with the Schedule. Refer to Schedule for details of replacement.

6. Limitation of Liability
   • 6.1 Nothing in this Agreement shall exclude or limit The Agency’s liability to you for (i) fraud (ii) death or personal injury caused by The Agency's negligence or (iii) any other liability to the extent that the same may not be excluded or limited as a matter of law. Save as expressly provided in this clause 6, all conditions, warranties, representations, and terms, express or implied, whether by statute, common law or otherwise in relation to the Services and any Candidate are hereby expressly excluded.
   • 6.2 The Agency’s maximum aggregate liability to you under or in connection with this Agreement, any collateral contract, whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the greater of £50,000 or two times the Agency Fee.
   • 6.3 The Agency shall not be liable to you under or in connection with this Agreement, or any collateral contract, for any indirect or consequential loss or damage of any kind, including insofar as they are indirect or consequential, any loss of income; loss of actual or anticipated profits; loss of business; loss of contracts; loss of goodwill or reputation; loss of anticipated savings; loss of, damage to or corruption of data and in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise.
7. General
   • 7.1 Without limitation to accrued rights and remedies, either party may terminate this Agreement at any time by giving not less than 7 days written notice to the other party. Following termination each party shall, within five (5) working days of a written request, return or confidentially destroy the other party’s Confidential Information. Any of the provisions of this Agreement expressed to take effect in whole or in part on or after termination, or are capable of having effect after termination, shall remain in full force and effect despite termination.
   • 7.2 This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently ) and that party's only remedies shall be for breach of contract as provided in this Agreement.
   • 7.3 Each party shall: (i) maintain in force at its cost appropriate and adequate insurance policies; (ii) comply with the Data Protection Act 1998 ("Act") applicable to a "data controller", as that term is defined in the Act and (iii) comply with the Bribery Act 2010.
   • 7.4 All pre existing intellectual property rights (IPR) belonging to a party shall remain vested in that party. You grant us a right to use your name and logo in connection with Services. Nothing in this Agreement is intended to transfer any IPR from either party to the other.
   • 7.5 Each party will at all times keep Confidential Information acquired prior to or in consequence of this Agreement confidential and shall not disclose Confidential Information to any third party without prior written consent, except as required by law or regulatory authority.
   • 7.6 If any provision of this Agreement is judged to be invalid or unenforceable by any court, it shall be deemed omitted from this Agreement, and such invalidity or unenforceability shall not affect the other provisions of this Agreement, which shall remain in full force and effect.
   • 7.7 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the named parties to this Agreement shall be entitled to enforce any term of it.
   • 7.8 This Agreement shall be construed in accordance with the laws of England and the parties agree that the English courts shall have exclusive jurisdiction in relation to all claims arising under or in connection with this Agreement.

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