1. DEFINITIONS

1.1. In these Terms of Business the following definitions apply:

“Applicant” means the person introduced by the Agency to the Client for an

Engagement including any officer or employee of the Applicant if the Applicant

is a limited company and members of the Agency’s own staff,

“Client” means the person; firm or corporate body together with any subsidiary

or associated Company as defined by the Companies Act 1985 to which the

Applicant is introduced;

“Agency” means Spiritus Recruitment Limited.

“Engagement” means the engagement, employment or use of the Applicant by

the Client or any third party on a permanent or temporary basis, whether under a

contract or service or for services; under an agency, license, franchise or

partnership agreement; or any other engagement; directly or through a limited

company of which the Applicant is an officer or employee No distinction is

recognised between the terms Engagement and “inductions”, “training shifts”,

“shadowing” or other similar terms.

“Introduction” means (i) the Client’s interview of an Applicant in person or by

telephone, following the Client’s instruction to the Agency to search for an

Applicant; or (ii) the passing to the Client of a curriculum vitæ or information

which identifies the Applicant; and which leads to an Engagement of that

Applicant;

“Remuneration” includes 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. Where the Client provides a company car, a

notional amount of £1000 will be added to the salary in order to calculate the

Agency’s fee.

1.2. Unless the context requires otherwise, references to the singular include the

plural.

1.3. The headings contained in these Terms of Business are for convenience only

and do not affect their interpretation.

 

2. THE CONTRACT

2.1. These Terms constitute the contract between the Agency and the Client and

are deemed to be accepted by the Client by virtue of an introduction to, or the

Engagement of an Applicant or the passing of any information about the

Applicant to any third party following an Introduction.

2.2. These terms contain the entire agreement between the parties unless

otherwise agreed in writing by a Director of the Agency, these Terms of

Business prevail over any other terms of business or purchase conditions put

forward by the Client.

2.3. No variation or alteration to these Terms shall be valid unless the details of

such variation are agreed between the Agency and the Client are set out in

writing and a copy of the varied Terms is given to the Client stating the date on

or after which such varied terms shall apply.

2.4 Any alternative terms put forward by the client and agreed to by the agency

are deemed to be subject to the remaining terms of the agency’s terms of

business, unless a separate contract is signed by a Director of the agency.

3. NOTIFICATIONS AND FEES

3.1. The Client agrees:

a) To notify the Agency immediately of any offer of an Engagement which it

makes to the Applicant;

b) To notify the Agency immediately that its offer of an Engagement to the

Applicant has been accepted and to provide details of the Remuneration to the

Agency; and

c) To pay the Agency’s fee within 7 days of the date of invoice irrespective of any

surrounding circumstances.

3.2 In the event that the Client is in breach of their obligations under 3.1 a) or b)

and the candidate does not commence their engagement with the Client, the

Client agrees to pay the Agency a sum of £1,000 to compensate the Agency for

the costs incurred in introducing the Applicant and the time and resources

incurred in discovering such a breach.

3.3 The Client acknowledges that the sum set about within clause 3.2 represents

a fair pre-estimate of costs incurred to the Agency in the execution of this

contract up until the point of the breach, and is in no way extravagant or

 

unconscionable and is not to be construed as a penalty.

3.4. Except in the circumstances set out in clause 4.1 and 3.2, no fee is incurred by

the Client until the Applicant commences the Engagement when the Agency will

render an invoice to the Client for its fees.

3.5. The Agency reserves the right to charge interest at a rate of 1% per 7 day

period on invoiced amounts unpaid within the contractual credit terms.

3.6. The Agency may charge the client for any reasonable costs in recovering a

debt unpaid within the agreed credit terms, included but not limited to debt

collection, credit control costs, court costs etc.

3.7. The fee payable to the Agency by the Client for an introduction resulting in

an Engagement is the amount equal to 15% of the Remuneration applicable

during the first 12 months of the Engagement. VAT will be charged on the fee if

applicable.

3.8. Where the remuneration is on a zero-hours or bank basis, the agency’s

minimum fee of £1500 +VAT will be payable upon completion of the applicable

reference and DBS checks.

3.9. In the event that the Engagement is for a fixed term of less than 12 months,

the fee in clause 3.4 will apply pro rata. If the Engagement is extended beyond

the initial fixed term or if the Client re-engages the Applicant within 12 calendar

months from the date of termination of the first Engagement the Client shall be

liable to pay a further fee based on the additional Remuneration applicable for

the period of Engagement following the initial fixed term up to the termination

of the second Engagement or the first anniversary of its commencement,

whichever is the sooner.

3.10. If the Client subsequently engages or re-engages the Applicant within the

period of 12 calendar months from the date of termination of the Engagement

or withdrawal of the offer, a full fee calculated in accordance with clause 3.7

above becomes payable.

 

4. CANCELLATION FEE

4.1. If, after an offer of Engagement has been made to the Applicant, the Client

decides for any reason to withdraw it, The Client shall be liable to pay the

Agency a minimum fee of 15% of the Remuneration.

4.2. The Client acknowledges that the sum set about within clause 4.1 represents

a fair pre-estimate of costs incurred to the Agency in the execution of this

 

contract up until the point of withdrawal, is in no way extravagant or

unconscionable and is not to be construed as a penalty.

4.3 If, after an offer of engagement, for a period of 7 days after being contacted

by the agency, the client makes no constructive attempt to progress with

engaging the applicant, the Agency reserves the right to assume that such an

offer is withdrawn and a cancellation fee becomes payable pursuant to clause

4.1.

5. INTRODUCTIONS

5.1. Introductions of Applicants are confidential. The disclosure by the Client to a

third party of any details regarding an Applicant introduced by the Agency which

results in an Engagement with that third party within 12 months of the

introduction renders the Client liable to payment of the Agency’s fee as set out in

clause 3.7 with no entitlement to any replacement.

5.2. An introduction fee calculated in accordance with clause 3.7 will be charged

in relation to any Applicant engaged as a consequence of or resulting from an

introduction by or through the Agency, whether direct or indirect, within 12

months from the date of the agency’s introduction.

5.3. In the event that any employee of the Agency with whom the Client has had

personal dealings accepts an Engagement with the Client within (12) months of

leaving the Agency’s employment, the Client shall be liable to pay an

introduction fee to the Agency in accordance with clause. 3.7.)

6. SUITABILITY AND REFERENCES

6.1 The agency endeavors to ensure the suitability of any Applicant introduced to

the Client by obtaining confirmation of the Applicant’s identity; that the

Applicant 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 Applicant is willing to work in the position which

the Client seeks to fill.

6.2. Notwithstanding clause 6.1 above, the Client shall satisfy itself as to the

suitability of the Applicant and the Client shall take up any references provided

by the Applicant to it or the Agency before engaging such Applicant. 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

investigation into the medical history of any Applicant, and satisfying any

medical and other requirements, qualifications or permission required by law of

the country in which the Applicant is engaged to work.

6.3. To enable the Agency to comply with its obligations under clause 6.1 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 Applicant 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 Applicant to possess in

order to work in the position; and any risks to health or safety known to the Client

and what steps the Client has taken to prevent or control such risks. In addition

the Client shall provide details of the date the client requires the Applicant 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 Applicant

would be entitled to give and receive to terminate the employment with the

Client.

 

7. LIABILITY

7.1 The Agency shall not be liable under any circumstances for any loss, expense,

damage, delay, costs or compensation (whether direct, indirect or consequential)

which may be suffered or incurred by the Client arising from or in any way

connected with the Agency seeking an Applicant for the Client or from the

Introduction to or Engagement of any Applicant by the Client or from the failure

of the agency to introduce any Applicant. For the avoidance of any doubt, the

Agency does not exclude liability for death or personal injury arising from its own

negligence.

8. LAW

8.1 These Terms are governed by the law of England & Wales and are subject to

the exclusive jurisdiction of the courts of England & Wales.