1.1 In these Terms of Business the following definitions apply:
“Candidate” means a person or a person whose curriculum vitae has been introduced by The Employment Business to The Client to be considered for an Engagement.
“The Client” means the person, firm or corporate body together with any subsidiary or associated company as defined by the Companies Act 1985 to whom the Temporary Worker is supplied or introduced;
“The Employment Business” means Epsilon FS Ltd, Henstaff Court, Llantrisant Road, Groesfaen, Cardiff, Vale of Glamorgan, CF72 8NG.
“Engagement” means the employment, hire or other use, directly or indirectly and whether under a contract of service or contract for services or otherwise, and on a permanent, temporary or other basis, of a Candidate by or on behalf of The Client.
“Month” means a calendar month.
“Week” means 7 consecutive days.
1.2 Unless the context otherwise requires, references to the singular include the plural.
1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.
2 Obligations of The Employment Business
2.1 The Employment Business will use its reasonable endeavours to introduce to The Client a suitable Candidate to carry out work for The Client of such nature as The Client shall notify to Source when advising The Employment Business of the vacancy in respect of which the Candidate has been introduced. The Client accept that no warranty as to the suitability of the Candidate can be given by The Employment Business and that The Employment Business cannot guarantee to find a suitable Candidate for each vacancy.
2.2 The Employment Business will not, for the duration of this agreement and for a period of twelve months after the agreement, either through another agent or on The Employment Business’s own account or for or in association with any other person or Agency directly or indirectly solicit or endeavour to entice away from The Client any Employee of the Company or induce any Employee of The Client to breach their contract of employment or encourage an Employee of The Client to resign.
3. Obligations of The Client
3.1 The Client will notify The Employment Business immediately as soon as an offer of employment is made to a Candidate or a preliminary offer is available for discussion.
3.2 Notwithstanding clause 3.1 above, The Client shall satisfy Yourself as to the suitability of any Candidate for the purposes of the vacancy for which the Candidate has been introduced. Without prejudice to the generality of the foregoing, it is acknowledged by The Client that it is for The Client to take up references, to check validity of qualifications and to ensure that the Candidate is capable of operating any equipment and/or machinery to the necessary level. The Client shall be responsible for obtaining any work and other required permits and for ensuring that the Candidate satisfies any medical requirements or other qualifications that may be appropriate or required by law.
3.3 The Client undertake not to employ or seek to employ members of the staff of The Employment Business but if any such member of staff accepts an Engagement within 3 months of such member leaving the employment of The Employment Business, then The Client shall be liable to pay The Employment Business’s scale fees as if such member had been introduced by The Employment Business.
3.4 The Client undertake that in the event of The Client effectively introducing (directly or indirectly) any Candidate to another person, firm or corporation, including any subsidiary, associated or holding The Employment Business or The Client, resulting in an Engagement by that person, firm corporation (which The Client shall immediately notify to The Employment Business). The Client shall pay to The Employment Business an introduction fee in accordance with clause 4 hereof, unless the Engagement occurs more than 12 months after the introduction of the Candidate to The Client by The Employment Business or from the date of the Candidate’s last interview with The Client whichever is the later. If a prospective Candidate upon the offer of a position declines but directs the Client to a referred candidate, the full fee is engagement fee remains payable to the Employment Business.
3.5 The Client consent to the disclosure by The Employment Business to Candidates of information relating to The Client.
4.1 The introduction fee shall become due immediately upon the commencement of an Engagement. The fee shall be calculated in accordance with The Employment Business’s scale of fees in relation to Candidates in force from time to time (a copy of which may be obtained from The Employment Business on request). VAT shall be payable thereon at the prevailing rate where applicable.
4.2 The introduction fee payable pursuant to clause 4.1 above shall be calculated as 15% of the Candidate’s annual basic salary (including any guaranteed annual bonuses) only at the date of the commencement of the Engagement.
4.3 Charges for advertising must be separately agreed in writing before the advertisement is placed and will be payable irrespective of whether a Candidate is engaged. All other charges must also be separately agreed in writing and will be payable irrespective of whether or not a Candidate is engaged.
4.4 All moneys due hereunder shall be paid by The Client within 14 days of the date of the invoice by The Employment Business.
4.5 The Employment Business reserves the right to charge The Client interest in respect of any amount outstanding after the period for payment set out in clause 4.4. above (both before and after any judgement) from the date of invoice up to and including the day of payment at a rate of 4% per annum above the base rate as set by the Bank of England.
5.1 In the event of a Candidate terminating or The Client lawfully terminating an Engagement within 12 weeks of the date upon which such Candidate commenced work for The Client and provided that:
5.1.1 all moneys due hereunder have been paid by The Client in accordance with clause 4 hereof;
5.1.2 such termination is not as a result of redundancy, pregnancy, injury or ill-health or by reason of the Candidate’s race, sex or any disability;
5.1.3 such termination has not arisen where The Client have entered into the Engagement with the prior or likely intention of disposing with the Candidate’s services or terminating employment either without proper cause or with a view to obtaining a refund unfairly;
5.1.4 The Client serve notice on The Employment Business in writing as its registered office of the termination of the Engagement within 7 days thereof; and
5.1.5 neither The Client nor any subsidiary, associated or holding The Employment Business or The Client shall commence Engagement of the Candidate within 6 months from the date of the termination of the Engagement then The Client shall receive a rebate as calculated in the table below. Under no circumstances will any expenses be refunded.
Period of Employment Percentage of Rebate
- Up to 2 weeks: 80%
- Not exceeding 4 weeks: 60%
- Not exceeding 6 weeks: 40%
- Not exceeding 10 weeks: 20%
5.2 No rebate shall be payable by The Employment Business in the event of failure by The Client to adhere to the time limits provided in clause 5.1 above.
5.3 No rebate shall be made in respect of an Engagement where the Candidate was previously engaged in any capacity by The Client through The Employment Business.
5.4 The rebate shall be repayable in full to The Employment Business where The Client subsequently re-engage the Candidate in any capacity.
6 Liability and Indemnity
6.1 None of The Employment Business staff shall be liable to The Client for any loss, injury, damage, expense or delay incurred or suffered by The Client arising directly or indirectly from or in any way connected with the Engagement and, in particular, but without limitation to the forgoing, any such loss, injury, damage, expense or delay arising from or in any way connected with:
6.1.1 failure of the Candidate to meet the requirements of The Client for all or any of the purposes for which he is required by The Client (subject to clause 5 hereof).
6.1.2 any act or omission of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;
6.1.3 any loss, injury, damage, expense or delay incurred or suffered by a Candidate;
6.2 Provided that nothing in this clause 6 shall be construed as purporting to exclude or restrict liability of The Client for personal injury or death resulting from negligence (as defined in the Unfair Contract Terms Act 1977) nor any statutory liability or any exclusion or limitation which is prohibited by law.
6.3 Provided that this indemnity is given only in respect of any such loss, injury, damage, expense or delay caused during or arising directly or indirectly out of or in any way connected with an Engagement.
6.4 In consideration of The Employment Business entering into an agreement with The Client into which these Terms are incorporated, The Client hereby undertake to indemnify The Employment Business in respect of any and all liability of The Employment Business for:
6.4.1 any loss, injury, expense or delay suffered or incurred by a Candidate, howsoever caused; and
6.4.2 any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;
6.5 Provided that this indemnity is given only in respect of any such loss, injury, damage, expense or delay caused during or arising directly or indirectly out of or in any way connected with the Engagement.
6.6 The Client acknowledge that the limitations and exclusions of the obligations and liabilities of The Employment Business set out herein are reasonable and reflected in the fee payable to The Employment Business hereunder and shall accept risk and/or insure accordingly.
7.1 The Employment Business reserves the right to review and to revise these Terms without prior notice.
8.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales.