These Terms and Conditions relate to V&C provision of Recruitment Services to the Client.
In these terms and conditions the following terms shall have the following meanings:
- “2003 Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003.
- “Candidate” means, subject to clause 10(d) below, any individual introduced by V&C to the Client irrespective of whether such individual is known to the Client (or to any Connected Party).
- “Client” means any person, firm, company or third party to whom an Introduction is made.
- “Connected Party” means any person, firm, company or third party associated or connected with the Client.
- “Employment Agency Legislation” means the Employment Agencies Act 1973 and the 2003 Regulations.
- “Engagement” means any contract or arrangement of whatsoever kind (whether on a permanent or fixed term basis or otherwise) and which shall include, without limitation, any contract of service or for services or of partnership or of joint venture which is made between the Client (and/or any Connected Party) and the Candidate at any time within 12 (twelve) months of the Introduction.
- “Introduction” means any way in which V&C communicates to the Client the identity of a Candidate.
- “Recruitment Services” means the provision of recruitment services where V&C acts as an employment agency (as such term is defined in the Employment Agency Legislation) to introduce Candidates to the Client for positions for the purposes of Engagement.
- “Remuneration Package” means such payments or benefits (before tax and any other deductions) which are reasonably anticipated the Candidate will receive during the first year of Engagement which shall include but shall not be limited to basic salary/wages, guaranteed bonus/commission, any allowances (of any kind) and/or any car (calculated at a rate of £5,000 per annum) provided that where such details are not known or otherwise disclosed by the Client to V&C, V&C may take the remuneration package to be such amount as advised by the Candidate to V&C.
- “Terms and Conditions” means the terms and conditions set out in this document.
- “V&C” means Vohs&Co Limited trading as V&C (company no. 05574920) with its registered office at 119 The Hub, 300 Kensal Road, London, W10 5BE
These Terms and Conditions shall take effect from 1 February 2013 and shall apply to V&C and the Client in relation to the provision of Recruitment Services by V&C to the Client (including, without limitation, the Introduction and/or Engagement of any Candidate) and shall for the avoidance of doubt apply to the exclusion of any other terms and conditions of business or any other representations or agreements save for any special conditions agreed in writing by the parties. In the event of any conflict between these Terms and Conditions and any other terms these Terms and Conditions shall prevail unless expressly agreed in writing by a director of V&C. No variations shall be made to these Terms and Conditions without the written consent of a director of V&C.
In the event that any provision as set out in these Terms and Conditions is unenforceable this shall in no way affect the validity or enforceability of any of the remainder of such provision or the remaining terms and conditions. Any such provision shall be deemed to be deleted for that purpose subject to any consequential modification as may be necessary for the purpose of such deletion.
Legally Binding Contract
There shall be a legally binding contract in place as between V&C and the Client (and the Client shall be deemed to have accepted these Terms and Conditions to the exclusion of any other terms and conditions) upon the Introduction of a Candidate to the Client, or (ii) the Client’s acceptance of a CV for a Candidate, or (iii) the Client interviewing a Candidate, or (iv) the Engagement of a Candidate by the Client, any Connected Party or any third party to whom the Client has introduced the Candidate, or (v) the Client instructing V&C on a recruitment exercise (whichever of (i), (ii), (iii), (iv) and (v) is first in time).
Where V&C is retained by the Client to carry out a specific search assignment (“Retained Search Assignment”), these Terms and Conditions shall apply (and the Client shall be deemed to have accepted these Terms and Conditions) upon agreement to proceed with the Retained Search Assignment.
As soon as an offer of employment is accepted by a Candidate or otherwise upon the commencement of an Engagement (whichever is first in time) the Client shall notify V&C of the same.
Any Introduction of a Candidate to the Client is confidential and where such information is passed by the Client to any third party (whether a Connected Party or otherwise) and such third party enters into an Engagement the Client shall be liable to pay a fee to V&C as provided for in clause 6 below as if the Engagement was as between the Client and the Candidate.
The Client shall pay V&C a fee upon the Engagement of any Candidate which shall be calculated as a percentage of the Remuneration Package as follows:
|£0 to £19,999||15%|
|£20,000 to £34,999||20%|
|£35,000 to £69,999||25%|
All fees shall be subject to VAT.
In respect of any Retained Search Assignment, the Client shall pay V&C the fees as set out above in the following instalments:
- one third at the commencement of the assignment (which is not refundable)
- one third upon the presentation to the Client by V&C of a shortlist of Candidates (which is not refundable)
- the balance of the fee upon the successful Candidate’s acceptance of the offer of Engagement.
In respect of any fixed term temporary, locum, consultancy, freelance or other similar engagement for less than 12 (twelve) months the Client shall pay a further premium of 40% to the fees as set out above on a pro rata basis. In the event that any such fixed term engagement is extended beyond the initial fixed term period, the Client shall pay V&C an additional fee in respect of the extended period to be calculated on the same basis as for a permanent Engagement.
In the event of any disagreement between the Client and V&C relating to the amount of the fee payable by the Client to V&C in connection with an Engagement, V&C shall be entitled to request from the Client, and the Client shall be required to promptly provide to V&C pursuant to any such request, all documentation (including, for the avoidance of doubt, any correspondence) which could reasonably be considered relevant to the determination of the amount of such fee.
The fee provided for in clause 6 above shall become due and payable within 14 days of the date of invoice following the Engagement of the Candidate.
V&C reserves the right to be paid a fee based on the total Remuneration Package actually earned and/or paid during the Candidate’s first 12 months of Engagement should such Remuneration Package exceed the Remuneration Package as defined (including, without limitation, in the case of a Retained Search Assignment).
V&C reserves the right to charge interest on any fees overdue by more than 7 days at the rate of 5% per annum above the base rate of the Bank of England from time to time in force (both before and after any judgment) accruing on a daily basis on all amounts remaining outstanding from the date of the invoice until actual payment, and any such interest shall be payable on demand. All costs, charges and expenses incurred by V&C in recovering any outstanding amount shall be reimbursed by the Client to V&C on a full indemnity basis.
If the Engagement of any Candidate is terminated within 12 weeks of the date of the Engagement the Client shall be entitled to a refund of fees actually paid as set out in the table below subject to clause 8(b) below.
|Period of Engagement||Refund as percentage of Fee paid|
|Up to 3 weeks||80%|
|4 to 6 weeks||60%|
|7 to 9 weeks||40%|
|10 to 12 weeks||20%|
|After 12 weeks||Nil|
Payment of any refund shall be subject to:
- any invoice for the Candidate having been paid on time and in full
- the Client having notified V&C of termination of Engagement within 7 days of such termination.
- termination of the Engagement is for any reason other than redundancy.
Re-engagement of a Candidate
If within 6 months of the termination of an Engagement or the withdrawal of an offer of Engagement by the Client (or, as the case may be, any Connected Party), the Client (or, as the case may be, any Connected Party) employs or engages the relevant Candidate, the Client shall (a) notify V&C of the Engagement of the Candidate promptly after it becomes aware of any such Engagement; and (b) pay the relevant fee to V&C as provided for in clause 6 above.
Suitability of Candidate
V&C shall provide to the Client the identity of the Candidate only and shall not take up references which shall be the responsibility of the Client. For the avoidance of doubt, the Client shall be responsible for ensuring the suitability of the Candidate which shall include verification of any written or oral statement made by V&C in respect to the Candidate.
The Client shall retain responsibility for obtaining such work or other permits as may be necessary and satisfying any specific requirements or qualifications as are required in relation to the Engagement of a Candidate.
The Client shall ensure that it provides V&C with full details of any health and safety issues in respect to the position which is being offered.
The Client may at any time prior to any Introduction notify V&C of any potential Candidate to which these terms and conditions should not apply save that otherwise these Terms and Conditions shall apply to the Engagement of any other Candidate.
The Client agrees that V&C may, from time to time, advertise a position without identifying the Client. V&C will not seek specific consent or any payment from the Client for any such advertising.
V&C will not identify the Client in any advertisement for any position unless requested by the Client. If so requested, V&C will agree the cost of the provision of the advertising services with the Client prior to the issue of the relevant advertisement and the Client will pay V&C such invoiced costs in accordance with clause 7 above.
The Client will give V&C at least one week’s written notice of any requirement for V&C to cancel an advertisement in which the Client is identified. The Client undertakes to reimburse V&C for any and all costs incurred by V&C in connection with any request for the cancellation of any such advertisement by the Client on less than one week’s notice if such notice is not sufficient to enable the withdrawal of the advertisement.
Limitation and Indemnity
Neither V&C nor any of its directors or employees shall be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered arising directly or indirectly from or in any way connected with any Engagement which shall include but not be limited to any such loss, injury, damage, expense or delay arising from or in any way connected with the suitability or otherwise of the Candidate for the Engagement, and/or any act or omission of the Candidate (whether wilful, negligent, fraudulent, dishonest, reckless or otherwise) and/or any loss, injury, damage, expense or delay incurred or suffered by the Candidate.
Neither V&C nor any of its directors or employees shall be liable to the Client for any indirect or consequential loss, howsoever arising (including negligence), and/or loss of business, goodwill or profits.
Nothing in these Terms and Conditions shall exclude any liability of V&C for any personal injury or death resulting from V&C’s negligence or any exclusion or limitation prohibited by law.
Each Engagement shall be treated as an individual contract and the Client shall have no right of set-off or counterclaim in respect of separate Engagements.
In consideration of V&C entering into an agreement with the Client under these terms and conditions the Client undertakes to indemnify V&C in respect of any liability of V&C arising out of (i) any loss, injury, damage, expense or delay suffered or incurred by the Candidate howsoever arising, and/or (ii) any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly or in any way connected with the acts or omissions of the Candidate (whether wilful, negligent, fraudulent, dishonest, reckless or otherwise), and/or (iii) all and any claims made by any third party arising directly or indirectly or in any way connected with the Introduction of a Candidate to the Client.
Any liability which V&C may have in connection with any Engagement shall be limited to the amount of the fee paid to V&C by the Client pursuant to clause 6 hereof.
The Client agrees that it shall only process personal data provided by V&C concerning any Candidate relating to an Engagement or a potential Engagement in accordance with the Data Protection Act 1998 (and any amendment thereto).
V&C shall be entitled to hold and use information relating to the Client for the purpose of carrying out its business.
No contract to which these Terms and Conditions apply shall be assigned or transferred by the Client without V&C’s prior written consent.
These Terms and Conditions contain the entire understanding of V&C and the Client with respect to its subject matter and supersede all and any prior understandings, undertakings and promises between them, whether oral or in writing, which have been given or may be implied from anything written or said prior to the Client having received a copy of these Terms and Conditions.
The parties do not intend that any of these Terms and Conditions shall be enforced by any other party pursuant to the Contracts (Rights of third Parties) Act 1999.
The contract as between V&C and the Client (including, for the avoidance of doubt, these Terms and Conditions) shall be governed in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.