For the supply of staff for permanent & fixed term placements
1. SCOPE OF THIS AGREEMENT
1.1 These Terms and Conditions shall apply to:
a. any Business proposed or undertaken by Blade Recruitment for the Client; and
b. the employment, engagement or other use by the Client of a Candidate Introduced by Blade Recruitment.
1.2 In the absence of written confirmation, the use by the Client of any CV (or the details therein) provided by Blade Recruitment or the employment or engagement (or any offer of such) in any capacity, of any Candidate Introduced by Blade Recruitment will constitute acceptance by the Client of these Terms and Conditions.
1.3 These Terms and Conditions together with any documents referred to within them shall constitute the entire agreement between the Parties in relation to the Business, Placement and/or the employment, engagement or other use by the Client of a Candidate Introduced by Blade Recruitment to the exclusion of all other agreements including any other terms and conditions of business or purchase conditions that the Client may attempt to impose in respect of the provision of the Business.
2. THE PLACEMENT
2.1 Blade Recruitment shall use reasonable skill and care in the sourcing and Introduction of Candidates to the Client.
2.2 The Client shall provide Blade Recruitment with details of the particular Placement, including the anticipated Salary Package, job description and any other information reasonably necessary to enable Blade Recruitment to assess the suitability of a Candidate for that Placement.
2.3 In so far as a Candidate or a third party provides details (whether in the form of academic or professional qualifications, professional background, experience or the like) relating to the Candidate, Blade Recruitment provides no warranty or representation as to the accuracy of such information and Blade Recruitment will not be liable to the Client for any loss (including direct loss, indirect or consequential loss, loss of profit, loss of anticipated revenue, loss of reputation or regulatory fines) or damage, nor shall Blade Recruitment bear any responsibility for any Client legal costs and expenses associated with such matters, whether arising directly or indirectly, as a result of such inaccurate or misleading information and the Client acknowledges that it is their sole responsibility and obligation undertake its own investigations to verify any information provided in respect of that Candidate and ensure that the same is accurate and correct.
2.4 Where the Client has instructed Blade Recruitment to approach a particular Candidate on the Client’s behalf, the Client shall indemnify and keep Blade Recruitment indemnified against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by Blade Recruitment as a result of claims made against Blade Recruitment in connection with such instruction provided that Blade Recruitment has complied with its obligation to use reasonable skill and care and has not acted negligently or illegally in such regard.
2.5 Blade Recruitment gives no representation or warranty that any Candidate is or will be willing and/or available to accept any Placement.
2.6 Blade Recruitment will not be liable for any and all losses, including direct losses, indirect or consequential losses, loss of profit, loss of actual or anticipated savings, loss of anticipated revenue, loss of reputation or regulatory fines, liabilities, costs and expenses (including legal costs and expenses) incurred by the Client arising from the Candidate’s acts or omissions including their acts or omissions in the performance of their employment (whether on a permanent or Fixed Term Placement basis) with the Client.
2.7 The Client acknowledges that the final decision to employ or engage the Candidate rests with it.
2.8 The Client will make Blade Recruitment aware of any security and/or health and safety requirements which Blade Recruitment staff and/or the Candidate must observe whilst at the Client’s premises.
2.9 Unless otherwise notified to the contrary by the Client in writing to Blade Recruitment, the Client hereby provides Blade Recruitment with its consent to use and reproduce the Client’s name, logo and trademarks within advertising for the Placement and for Blade Recruitment’s general promotional literature (whether online or in print) provided always that Blade Recruitment shall not change or otherwise amend the Client’s name, logo or trademark without the Client’s prior written consent. Nothing in this provision shall create any rights of ownership (whether registrable or not) in favour of Blade Recruitment over the intellectual property of the Client.
2.10 Blade Recruitment shall not be responsible for arranging work permits, insurance or other incidental requirements of employment for the Candidate.
3.1 The Placement Fees for non-Fixed Term Placements shall be calculated as a percentage of the Salary Package of the Candidate. This percentage shall be agreed between the Parties and confirmed by Blade Recruitment in writing (including by email) or verbally (then confirmed by email). In the absence of such agreement, where a Placement is accepted by the Candidate, Blade Recruitment shall be entitled to charge Placement Fees calculated on its standard percentages as set out in the Fee Schedule. For the avoidance of doubt, where an offer of employment or engagement is accepted by the Candidate but (through no fault of the Candidate) no employment or engagement results, the Placement Fees shall still be due.
3.2 The Placement Fees for Fixed Term Placements shall be calculated against the equivalent annual full time Salary Package prorated to the length of the Fixed Term Placement but otherwise calculated in accordance with the provisions of clause 3.1.
3.3 Placement Fees are exclusive of any Value Added Tax which shall be charged by Blade Recruitment at the
4. ADDITIONAL COSTS
Any Additional Costs will only be incurred by or with the Client’s approval and charged at rates agreed between the Parties in writing. Such Additional Costs will be payable by the Client, even if the Placement to which such Additional Costs are attributable is not secured.
5. TIME FOR PAYMENT
5.1 Save as provided in clause 6.2, the Client shall pay all Blade Recruitment invoices (including those for
Additional Costs) in full, within fourteen (14) days of the date of a Blade Recruitment invoice without any
right of set off.
5.2 Except as otherwise agreed in writing between the Parties, all Placement Fees shall be invoiced following the Candidate accepting an offer from the Client. Blade Recruitment shall be entitled to invoice any and all Additional Costs immediately after they have been incurred by Blade Recruitment.
5.3 The Client is deemed to have accepted a Blade Recruitment invoice if no dispute is raised in respect of the same, within seven (7) days of the date of such invoice. All disputes shall be dealt with promptly, in good faith and escalated to the appropriate levels within Blade Recruitment. For the avoidance of doubt, no disputed payment shall permit the Client any right of set off against future invoices or permit the Client to fail to discharge any other Blade Recruitment invoice issued pursuant to these Terms and Conditions.
5.4 Any third party costs and/or expenses (including legal fees and other professional fees) incurred by Blade Recruitment in recovering amounts overdue pursuant to these Terms and Conditions shall be payable by the Client.
6. RETAINED SEARCHES
6.1 Placement Fees for Retained Searches only shall be calculated on the basis of the Salary Package and invoiced to the Client in three stages:
a. thirty three percent (33%) of the Placement Fee on Blade Recruitment’s agreement to undertake the
Business (based on an estimate of the Salary Package);
b. thirty three percent (33%) of the Placement Fee when the short-list of Candidates is
presented to the Client by Blade Recruitment or thirty (30) days after Blade Recruitment’s agreement to undertake the Business whichever is the sooner (based on an estimate of the Salary Package); and
c. the balance (if applicable, adjusted for any variance between the estimated and final Salary Package) on the first day of the Client’s employment of the Candidate.
6.2 Placement Fees for Retained Searches are non-refundable. If the Client withdraws the Placement before the Candidate commences, all three stages of fees specified in clause 6.1 will become payable immediately.
7. FIXED TERM EXTENSIONS & CONVERSIONS
7.1 For Fixed Term Placements, if: a. a new fixed term commences within twelve (12) months from the end of the previous fixed term, and/or the original fixed term (or any subsequent fixed term) is extended, a further fee will be calculated in accordance with the provisions of clause 3.2; or b. the Candidate accepts permanent employment with the Client within twelve (12) months of the end of the fixed term, a further fee will be calculated in accordance with the provisions of clause 3.1.
7.2 In each circumstance established pursuant to clauses 7.1 a and 7.1 b, the Client must notify Blade Recruitment immediately in writing of the occurrence such circumstance.
8. ADDITIONAL CIRCUMSTANCES WHERE PLACEMENT FEES WILL BE DUE
8.1 The Client shall inform Blade Recruitment as soon as reasonably practicable and in any event within seven
(7) days of the occurrence of any of the events envisaged pursuant to the provisions of this clause 8.1, and shall pay the Placement Fee that would have been due to Blade Recruitment for a Placement where:
a. although no Placement occurs initially, a Candidate accepts an offer of employment or engagement with the Client within twelve (12) months of the Final Communication; or b. Irrespective of whether or not a Placement resulted from the Introduction of a Candidate by Blade Recruitment to the Client, the Candidate is Introduced by the Client to a third party within twelve (12) months of the Final Communication and such introduction results in an offer of employment or an assignment, whether made through another recruitment agency, third party or by the Client direct.
8.2 The notification to Blade Recruitment under clause 8.1 shall include details of the start date of the employment and full details of the Salary Package agreed.
9. REPLACEMENT CANDIDATES
9.1 No rebate of Placement Fees shall be made. Should the employment or engagement of a Candidate terminate within a period of nine (9) weeks (including the Candidate’s period of contractual notice with the Client) from the Candidate’s employment commencement date with the Placement, Blade Recruitment shall use reasonable endeavours to seek a replacement Candidate on the condition that:
a. the Candidate leaves of their own volition and not due to any redundancy measures, change in job description or change in work conditions;
b. Blade Recruitment’s invoices have been settled in accordance with these Terms and Conditions;
c. the Client has complied with its obligations to the Candidate including its obligations under any relevant law;
d. the request is given exclusively to Blade Recruitment to replace the Candidate;
e. the replacement role is the same as the initial Placement; and
f. Blade Recruitment is informed in writing that the Candidate is no longer to be engaged by the Client within fourteen (14) days of such decision being made.
9.2 Blade Recruitment only offers such replacement for the initial Candidate placed with the Client in whatever
capacity. No replacement for the replacement Candidate in whatever capacity shall be provided.
9.3 If the Salary Package of the replacement Candidate changes from that provided to the original Candidate, the invoiced amount will be adjusted accordingly.
9.4 The offer of searching for a replacement Candidate (where the circumstances noted in clause 9.1 are satisfied) will be valid for a period of two (2) months from the date of termination of the initial Candidate, after which Blade Recruitment is not obliged to offer such a replacement.
9.5 This clause 9 shall constitute the exclusive remedy for the Client with regards to a Candidate’s engagement terminating in the circumstances set out in clause 9.1.
10. CONFIDENTIALITY AND DATA PROTECTION
10.1 Each Party will hold information of the other that can be reasonably regarded as being confidential or is notified as being so by the disclosing Party, in confidence and will not disclose such information without the consent of the other Party unless required by law or a court of competent jurisdiction, or it has already been made available to the public other than through a breach of this clause. Any CV's or details of the Candidate provided to the Client by Blade Recruitment shall remain the confidential information of Blade Recruitment.
10.2 Both Parties shall comply with its obligations in respect of the privacy of data as more particularly set out in the Data Protection Act 1998 and the Privacy and Electronic Communications Regulations 2003. The Client shall indemnify Blade Recruitment against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by Blade Recruitment arising out of or in connection with any third party claims (including those of Candidates) caused by the misuse of a Candidate’s personal data by the Client or its Subsidiaries, or the employees, directors, agents or contractors of each.
11. LAW AND JURISDICTION
11.1 Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
11.2 These Terms and Conditions shall be governed by and construed in accordance with the laws of England.
12.1 Neither Party shall be liable to the other under or in connection with these Terms and Conditions or any contract made upon them for any indirect or consequential loss, loss of profits, loss of business, loss of revenue loss of anticipated savings, loss of reputation or regulatory fines. Nothing in these Terms and Conditions limits any warranty, exclusion or limitation of liability or right imposed by statute or regulation to the extent that it cannot lawfully be excluded or limited.
12.2 Subject to the extent that a liability cannot be lawfully excluded or limited, the maximum liability of each Party to the other in respect of any Placement shall be limited to one hundred and twenty percent (120%) of the Placement Fees which are payable.
12.3 The Client will not during the course of Blade Recruitment’s engagement and for a period of twelve (12)
months thereafter (either on its own account or for any other individual or organisation), directly or indirectly induce, entice or solicit away or try to induce, entice or solicit away from Blade Recruitment any individual who is an employee, director or consultant of Blade Recruitment. If the Client employs or engages any person in breach of this provision, the Client shall pay to Blade Recruitment on demand the sum equivalent to fifty percent (50%) of the Salary Package of such person. The Parties agree that this is a genuine pre-estimate of loss.
12.4 If any clause is held by a court of competent jurisdiction to be illegal or unenforceable, that part will be severed from all other terms without affecting the validity or enforce-ability of all other provisions of these Terms and Conditions.
12.5 If a Party is prevented in the performance of its obligations under these Terms and Conditions by circumstances that are beyond the control of that Party (acting reasonably) then that Party will not be liable for what would otherwise have been a breach of its obligations under these Terms and Conditions.
12.6 No failure or delay by either Party in exercising any right or remedy available to it will constitute a waiver of that or any other right or remedy. No waiver or amendment of any clause will be effective unless confirmed in writing to the other Party and in the case of Blade Recruitment, by a director of Blade Recruitment.
12.7 Those clauses which, by their nature, are intended to continue to have effect following termination or expiry of these Terms and Conditions shall survive and continue to bind the Parties.
12.8 A person who is not a Party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to benefit from or enforce any term of these Terms and Conditions.
12.9 Any variation to these Terms and Conditions, including the attempted introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by an authorised signatory of Blade Recruitment.
DEFINITIONS AND INTERPRETATION
In these Terms and Conditions the following words shall have the following meanings unless the
context dictates otherwise.
“Additional Costs” shall for example mean any advertising campaign, additional pre-employment screening requirements or the like for a specific Placement or any other agreed
“Business” means work performed by Blade Recruitment in relation to permanent or Fixed Term Placements
including, Blade Recruitment providing CV's (solicited or unsolicited), Blade Recruitment receiving instructions from the Client for a Placement, long/short listing of Candidates, Introducing a Candidate, Blade Recruitment’s arrangement of or conducting interviews with Candidates or any other act either directly or indirectly relating to the sourcing or supply of a Candidate.
“Candidate” means an individual Introduced by Blade Recruitment to the Client.
“Client” means you or your ultimate holding company and all of its subsidiaries.
“CV” means curriculum vitae.
“Fee Schedule” means the document which can be found below or any other document or written (including electronic) confirmation of the fees as agreed between the Parties.
“Fixed Term Placement” means any Candidate Introduced to the Client who is employed or engaged directly by the Client on a fixed term contract.
“Final Communication” means the latest date on which Parties communicated in respect of a Candidate.
“Introduced” means the communicating (through whatever medium) of a Candidate’s CV, a long or short list of Candidates and/or details of a Candidate by Blade Recruitment to the Client or any other verbal or written communication between Blade Recruitment and the Client that enables the Candidate to be identified
and “Introduction” and “Introduce” shall be construed accordingly.
“Parties” means collectively Blade Recruitment and the Client and each individually shall be referred to as a
“Placement” means a position or role to which a Candidate may be or is appointed on a permanent or Fixed Term basis (including a Fixed Term Placement) with the Client.
“Placement Fees” means the fees due to Blade Recruitment in relation to a specific Placement calculated in
accordance with these Terms and Conditions.
“Blade Recruitment” means Blade Industries Limited a company incorporated in England and Wales
whose principal place of business is 86-90 Paul street, London EC2A 4NE.
“Salary Package” means the annual anticipated gross remuneration package for a Placement, which includes gross annual salary, applicable benefits for which there is a cash equivalent paid to the Candidate, profit share, commission, bonus, living allowances, travel allowances, overseas allowances and joining inducements. For the purposes of calculating Placement Fees, the provision of a car to the Candidate is valued at £5,000 per annum.
“Subsidiary” shall have the meaning more particularly given in section 1159 of the Companies Act 2006 and the term “Subsidiaries” shall be construed accordingly.
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