Terms and Conditions of Business
The services provided by Socium Recruitment Limited are those of an Employment Agency in accordance with the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
1. Acceptance of Terms and Conditions
The Client shall be deemed to have accepted and agreed to these Terms and Conditions, (which shall prevail over any other terms and conditions), when any of the following events occurs:
> when a referral or any other information about the Candidate arrives at the Client office or is communicated to the Client intermediary, whichever is the earlier event;
> the Client requests further information about or from the Candidate;
> the Client requests the Agency to Introduce a Candidate for any position;
> the Client, or a third party acting on the Client’s behalf, interviews a Candidate;
> the Client Engages a Candidate in any capacity;
> a Candidate begins work for the Client in any capacity;
> the Agency provides any of the Recruitment Services to the Client.
An introduction, and any information about a Candidate, is provided to the Client in strict confidence and for the purpose of considering whether it wishes to engage that Candidate. The Client must not disclose an Introduction or any information about a Candidate to anyone else.
The Client must not re-introduce a Candidate to anyone else. If, within twelve months of the Introduction it does so, and this leads to a contract equivalent to an Engagement with someone other than the Client, the Client must pay the fee as if there had been an Engagement under these terms (except that clause 8 will not apply), unless that other person pays the Agency a sum equivalent to the Fee.
3. Data Protection Legislation
> For the purposes of this clause 3 “Data Subject” means as set out in, and will be interpreted in
> accordance with Data Protection Legislation. For the avoidance of doubt, Data Subject includes
> Candidate and Representative.
> The parties hereto acknowledge that Employment Business is a Data Controller in respect of the Personal Data of Candidate/Representative and provides such Personal Data to Client in accordance with the Data Protection Legislation for the purposes anticipated by these Terms.
> The parties hereto acknowledge that Client is a Data Controller but the parties hereto are not Joint Controllers (as defined within Data Protection Legislation) save where a specific agreement is made to that effect between the parties hereto.
> The parties hereto agree that the Representative is not Client’s Data Processor (as defined within Data Protection Legislation) save where agreed otherwise within a Contractor Schedule and subject to additional terms and conditions.
> The parties hereto warrant to each other that any Personal Data relating to a Data Subject, whether provided by Client, Employment Business or by Candidate or Representative, will be used, Processed and recorded by the receiving party in accordance with Data Protection Legislation.
> The parties hereto will take appropriate technical and organisational measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration or disclosure.
> Client will –
§ comply with the instruction of the Employment Business as regards the transfer/sharing of data between the parties hereto. If Client requires Personal Data not already in its control to be provided by Employment Business, Client will set out their legal basis for the request of such data and accept that Employment Business may refuse to share/transfer such Personal Data where, in the reasonable opinion of Employment Business, it does not comply with its obligations in accordance with Data Protection Legislation;
§ not cause Employment Business to breach any of their obligations under the Data Protection Legislation.
> In the event Client becomes aware of an actual or any reasonably suspected Personal Data Breach, it will immediately notify Employment Business and will provide Employment Business with a description of the Personal Data Breach, the categories of data that was the subject of the Personal Data Breach and the identity of each Data Subject affected and any other information the Employment Business reasonably requests relating to the Personal Data Breach.
> In the event of a Personal Data Breach, Client will promptly (at its own expense) provide such information, assistance and cooperation and do such things as Employment Business may request to –
§ investigate and defend any claim or regulatory investigation;
§ mitigate, remedy and/or rectify such breach; and
§ prevent future breaches.
> and will provide Employment Business with details in writing of all such steps taken.
> Client will not release or publish any filing, communication, notice, press release or report concerning any Personal Data Breach without the prior written approval of Employment Business.
> Client agrees it will only Process Personal Data of Candidate or of Representative for the agreed purpose of provision of Services pursuant to these Terms.
Both parties undertake to keep confidential and not to use or disclose to any third party any Confidential Information for any purpose other than for the performance of this Agreement. The above confidentiality obligations shall not apply to Confidential Information which:-
> was known to or in the possession of the Receiving Party before it was provided to the Receiving Party by the Providing Party;
> is, or becomes, publicly available through no fault of the Receiving Party;
is provided to the Receiving Party without restriction on disclosure by a third party who did not breach any confidentiality obligations by making such a disclosure;
> was developed by the Receiving Party, or on its behalf by a third party who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or
> is required to be disclosed by order of a court of competent jurisdiction.
5. Client notification The Client agrees to:-
> notify the Agency immediately of any offer of Engagement which it makes to the Candidate who has been introduced by the Agency during the preceding twelve months.
> notify the Agency immediately that its offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration to the Agency.
> update the Agency immediately if there is any change in the offered or agreed Remuneration Package or the commencement date. The Agency reserves the right to adjust the Fee or require the payment of an additional fee if there is a change.
6. Fees and payment
The fee becomes payable by the Client if a Candidate accepts an offer of Engagement at any time within twelve (12) months of the Introduction being made. However, a Fee is not payable if a Candidate accepts an offer but fails to commence the Engagement through no fault of the Client.
The fee will be calculated as a percentage of the Candidate’s Remuneration for the first year and
will be invoiced on the commencement of the Engagement.
The fee payable to the Agency by the Client for an Introduction resulting in an Engagement is the amount equal to a percentage of the Remuneration Package applicable for the first twelve (12) months of the Engagement, as follows:
Annual Remuneration package in £
£0 – £19,999
£20,000 – £39,999
£40,000 and above
The Client shall pay the Agency’s invoice in full without any deduction, set-off or counterclaim within seven (7) days after the date of each invoice.
The Agency reserves the right to remove any discount, rebate or preferential terms on invoiced amounts unpaid after seven (7) days of the date of each invoice; The client will be re-invoiced at a fixed rate of 35% of commencing annual remuneration package.
The Agency reserves the right to charge interest on invoiced amounts unpaid, from the due date for payment until the date of payment, for the first thirty (30) days at the rate of 5% above, and thereafter, at the rate of 8% above, the Royal Bank of Scotland (or it’s successor’s) prevailing base lending rate.
If, after an offer of Engagement has been made to the Candidate, the Client decides for any reason to withdraw it prior to the Candidates Engagement, the Client shall be liable to pay the Agency a Cancellation Fee of 75% of the Remuneration
7. Suitability and References
The Agency endeavours to take all such steps as are reasonably practicable to ensure that the Client and Candidate are aware of any requirements imposed by law or any professional body to enable the Candidate to work in the position which the Client seeks to fill.
The Agency endeavours to ensure the suitability of any Candidate introduced to the Client by obtaining confirmation of the Candidate’s identity, that the Candidate has the experience, training, qualifications and any authorisation which the Client considers necessary or which may be required by law or by any professional body, and that the Candidate is willing to work in the position which the Client seeks to fill.
The Client shall satisfy itself as to the suitability of the Candidate and the Client shall take up any references provided by the Candidate to it or the Agency before engaging such Candidate. 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 Candidate, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Candidate is engaged to work.
To enable the Agency to comply with its obligations 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 Candidate 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 Candidate to possess in order to work in the position; and any risks to health and safety known to the Client and what steps it has taken to prevent or control such risks.
In addition the Client shall provide details of the date the Client requires the Candidate 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 Candidate would be entitled to give and receive to terminate the employment with the Client.
8. Warranties, liability and indemnities
The Agency will use due skill and care in locating and introducing Candidates. Beyond that, no other term or condition is to be implied concerning the Agency’s services. In particular, the Agency does not warrant or make any representations about the suitability of, or the accuracy of any information concerning a Candidate (as this information comes from the Candidate or other sources outside the Agency’s control) and none is to be implied from anything the Agency may undertake or provide.
Any decision to proceed with an Introduction, enter into an Engagement or incur any expense is a matter for the Client. The Client agrees that the responsibility for assessing and ensuring a Candidate’s suitability for an Engagement, including taking up or confirming references, educational background, medical history, or obtaining any work and other permits and assessing or confirming qualifications, remains with the Client at all times. The Client is strongly advised by the Agency to, and agrees, to take any of these steps referred to before offering or entering into an Engagement.
The Agency, its subsidiaries, associates, staff and agents (for whom the Agency acts for the purpose of this and the following provision) shall not be liable, on any basis, for any losses arising from, caused by or connected with the Agency’s taking the Client’s instructions, the Introduction, the acts or omissions of a Candidate or an Engagement, even if a Candidate acts or has acted negligently, dishonestly or fraudulently.
However, if despite the previous provision, a Court determines that, for any reason and on any basis, the agency or any of its subsidiaries, associates, staff or agents is liable to the Client for any losses, their aggregate liability shall be limited to the amount of the Fee actually paid by the Client.
Under no circumstance shall the Agency have any liability whatsoever to the Client for loss of profit, revenue, anticipated savings or bargain, loss or corruption of data or software or for any indirect, special or consequential losses.
Both parties will indemnify, defend and hold harmless the other from any and all claims, actions, liabilities, damages, costs and expenses, including legal costs and disbursements on a standard basis, arising out of any third party claims of infringement of any patents, copyrights, licences, trade secrets, trademarks, service marks or any other proprietary right provided that the indemnifying party is notified as soon as possible of any claim.
Without prejudice to the other remedies or rights a Party may have, either Party may terminate this Agreement, at any time, on written notice to the other Party:
> if the Other Party is in material breach of its obligations under this Agreement and, if the breach is capable of remedy within 30 days, the breach is not remedied with 30 days of the Other Party receiving notice which specifies the breach and requiring the breach to be remedied;
> if the Other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
On termination of this Agreement, the Client shall pay for all Recruitment Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by the Agency for the performance of the Recruitment Services prior to the date of termination.
Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the
reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either Party may terminate this Agreement by written notice to the other Party.
Amendments and addendums
This Agreement may only be amended in writing, signed by duly authorised representatives of the Parties.
Approaches and inducements
Both parties agree not to approach or induce with offers of employment, directly or indirectly, any of the other party’s employees that it has had direct contact with under this Agreement, without the prior written agreement of the other party. In the event that the Client employs or engages an employee of the Agency, then a Fee of £15,000 shall become immediately payable to the Agency by the Client.
11. Explanation of terms
“Agency” refers to: Socium Recruitment Limited, 15 Askam Road, Bramley, Rotherham, S66 3yr (Company Number 10942327)
“Agreement” refers to: These Permanent Recruitment Service Terms and Conditions.
“Services” refers to: The recruitment services to be supplied by the Agency.
“Client” refers to: The person, firm or corporate body together with any subsidiary or associated Company as defined by the Companies Act 1985 to which the Candidate is introduced.
“Candidate” refers to: Anyone who is referred or about whom information is supplied to the Client. It includes someone who may have been known or referred to the Client before instructions are given or the introduction is made.
“Introduction” refers to: The referral of a Candidate or the provision of any information about a Candidate to the Client by the Agency.
“Engagement” refers to: Any contract under which (directly or indirectly) the Candidate agrees to provide services to or for the Client.
“Fee” refers to: A sum equivalent to a percentage of the Remuneration Package, calculated at the rates set out in these terms. The fee is exclusive of any V.A.T which must be paid by the Client at the prevailing rate.
“Remuneration Package” refers to: The total amount before the deduction of any tax, including 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. Company cars provided to candidates introduced by the Employment Agency will be assessed as Remuneration at the rate of £5,000 exc. VAT
“Cancellation Fee” refers to the fee payable by the Client to the Agency when the Client withdraws an offer of Engagement made to the Candidate before the Candidate has accepted the offer
“Confidential Information” refers to: (without limitation) all information in any form relating to the private affairs, business, software, processes, inventions, commercial relationships or financial matters of the Agency or the Client whether marked as confidential or not.
“Data Controller” means (i) “data controller” in the Data Protection Act 1998 in respect of processing undertaken on or before 24 May 2018; and (b) “controller” in accordance with the General Data Protection Regulation (EU) 2016/679 in respect of processing undertaken on or after 25 May 2018;
“Data Protection Legislation” means all applicable laws and regulations, as amended or updated from time to time, in the United Kingdom relating to data protection, the processing of personal data and privacy, including without limitation,(a) the Data Protection Act 1998; (b) (with effect from 25 May 2018) the General Data Protection Regulation (EU) 2016/679; (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications); and (d) any legislation that replaces or converts into
United Kingdom law the General Data Protection Regulation (EU) 2016/679, the proposed Regulation on Privacy and Electronic Communications or any other law relating to data protection, the processing of personal data and privacy resulting from the United Kingdom leaving the European Union;
“Disclosing Party” refers to: The party to this Agreement disclosing Confidential Information.
“Force Majeure” refers to: Any act of God, fire, flood, lightning, war, revolution, act of terrorism, riot or civil commotion (but excluding strikes and any failure of power or other utilities).
These terms and any agreement between the parties are governed by and are to be constructed in accordance with the laws of England and Wales. The Agency and the Client submit to the exclusive jurisdiction of the courts of England.