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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 members of
the Agency's own staff.
- "Client" means the person, related party, firm
or corporate body together with any subsidiary or associated company
as defined by the Companies Act 2006 to whom the Applicant is
introduced. "Agency" means eFM Interims Limited of Maxet House
Liverpool Road Luton Beds LU1 1RS, registered in England and Wales
under company number 7151051
- "Engagement" means the engagement, employment
or use of the Applicant by the Client on a permanent, interim
or temporary basis, whether under a contract of service or for
services; under an agency, licensee, franchise or partnership
agreement; or any other engagement pursuant to which Applicant
provides services directly or indirectly to the Client.
- "Introduction" means 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 the passing
to the Client of a curriculum vitae or other information which
identifies the Applicant and which leads to an Engagement of that
Applicant by the Client.
- Remuneration" includes basic agreed day rate,
guaranteed and/or anticipated bonus and commission earnings and
profit share, and all other payments payable to or receivable
by the Applicant for services rendered to or on behalf of the
Client.
- "Interim Fees" includes all invoices raised
by an interim manager (introduced by the Agency) to the Client
in respect of interim roles.
1.2 References
to the singular include the plural and references to the masculine
include the feminine and vice versa where the context requires it.
1.3 The headings contained in these Terms are for convenience only
and do not affect their interpretation.
2. THE CONTRACT
2.1 These terms contain the entire agreement between
the parties and unless otherwise agreed in writing by a Director
of the Agency, these Terms of Business shall prevail over any other
terms of business or purchase conditions put forward by the Client.
2.2 These Terms of Business 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.
2.3 No variation or alteration of these Terms of Business shall
be valid unless the details of such variation are advised by the
Agency to the Client in writing or by email and a copy of the varied
terms is given to the Client stating the date on or after which
such varied terms shall apply.
3. NOTIFICATION 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 Remuneration
to the Agency; and
c) To pay the Agency's fee including any VAT applicable thereon
within 14 days of the date of invoice.
3.2 Unless agreed otherwise for interim roles the fee payable to
the Agency by the Client for an Introduction resulting in an Engagement
is 20% of the Interim Fee invoiced to the Client by the Applicant
for the duration of the contract. The Applicant will contract with
the Client directly and will provide the Agency with a copy of all
invoices raised. The Agency will invoice the Client for the agreed
commission. VAT will be charged on the fee if applicable.
3.3 If the client offers the applicant a permanent position at any
time during the duration of the contract or 12 months after the
contract finishes, and the applicant or any of his employees accepts,
the client shall pay to the agency a placement fee of 15%, unless
agreed otherwise, in addition to any interim fees paid to date.
VAT will be charged on the fee if applicable. The client acknowledges
this is fair and that the applicant will not commence employment
until this fee is settled in full.'
3.4 The Agency reserves the right to charge interest on invoiced
amounts unpaid for more than 14 days at the maximum rate permitted
by the Late Payment of Commercial Debts (Interest) Act 1998 from
the due date until the date of actual payment.
4. CANCELLATION FEE
5.1 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 cancellation
fee of £750.
5. TERMINATION
Either party may terminate the engagement with
immediate effect by serving on the other written notice of such
termination in the event that:
5.1) The other party commits a material breach of any provision
hereof which is not remediable or if remediable is not remedied
within 30 days after the non-breaching party has given notice to
the breaching party requiring such breach to be remedied
5.2) The other party passes a resolution or a court of competent
jurisdiction makes an order that such party be wound up (otherwise
than for the purposes of a bona fide reconstruction or amalgamation)
or a receiver or manager is appointed in respect of such party's
business or any part thereof or if an administrator is appointed
or if the party enters into a Voluntary Arrangement under the Insolvency
Act or a Deed of Arrangement under the Companies Act.
6. INTRODUCTIONS
6.1 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 6 months of the Introduction renders
the Client or the third party liable to pay the Agency's fee as
set out in clauses 3.2 to 3.3 above with no entitlement to any refund.
6.2 In addition you confirm that you will comply with the requirements
of the Data Protection Act 1998 in respect of any personal information
you receive from us and will deal with that information in accordance
with the regulations of the Data Protection Act 1998.
7. SUITABILITY AND REFERENCES
7.1 The Agency endeavours to ensure the suitability
of any Applicant introduced to the Client. In particular that the
Applicant has the experience and qualifications which the Client
considers necessary to fulfil the role.
7.2 The Agency endeavours to take all such steps as are reasonably
practicable to ensure that it would not be detrimental to the interests
of either the Client or the Applicant for the Applicant to work
in the position which the Client seeks to fill.
7.3 Notwithstanding clauses 7.1 and 7.2 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 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 investigations
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.
7.4 To enable the Agency to comply with its obligations under clauses
7.1, 7.2 and 7.3 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 agreed day rate,
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.
7.5 Before the Client makes an offer to a candidate that the Agency
has introduced, the Client is responsible for ensuring that the
candidate is entitled to work in the United Kingdom in accordance
with the Immigration, Asylum and Nationality Act 2006.
8. OUR WEBSITE AND ITS USE
We will use our reasonable endeavours to maintain,
free of charge, 24 hour access to our web site and the services
provided on it ("the Site") but we cannot guarantee continuous or
uninterrupted access and, save as expressly stated herein, we will
not be liable for any failure to access or for any loss or expense
arising to you in consequence of your use or attempted use of the
Site. Further, we accept no liability whatsoever for your inability
to use or access the Site due to a failure or incompatibility of
any kind.
We may include on the Site links to other web sites and sources
of information. We are not responsible for and do not endorse the
contents of any linked site. Whilst all information provided by
us on the Site is given in good faith, we cannot accept responsibility
for the accuracy or completeness of any information provided by
third parties or for the quality of any products, facilities and
services offered or made available by third parties on or through
the Internet and accordingly you must rely on your own judgment
and transact with third parties entirely at your own risk. We will
not be responsible for any losses or damages that may arise from
any such transactions.
We reserve the right without notice to change the content, presentation
and/or facilities of the Site.
9. LIABILITY
9.1 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 doubt,
the Agency does not exclude liability for death or personal injury
arising from its own negligence.
10. FORCE MAJEURE
Subject to the "Your responsibilities" section above, neither party
shall be liable in any way for failure to perform their respective
obligations under this engagement if the failure is due to causes
outside the reasonable control of the party which has failed to
perform.
11. SEVERANCE OF TERMS
In the event that any of the terms of business
or any part thereof is held to be invalid, the remainder of the
terms will continue in full force and effect.
12. LAW
12.1 These Terms are governed by the English law and any disputes
arising out of or in connection with them are subject to the exclusive
jurisdiction of the English courts.
13. OTHER GENERAL PROVISIONS
13.1 No amendment to the provisions of these General
Terms shall be effective unless it is made by a written instrument
executed on behalf of both parties.
13.2 Any notices in connection with our engagement can be served
by recorded delivery first class post, or by fax or email to the
address made known to us on commencement of the engagement. However,
a notice served by fax or email will not be valid unless a copy
of the notice is sent by recorded delivery first class post on the
day of transmission.
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