Terms of Business

DEFINITIONS

In these Terms the following definitions apply:

“Agency” Oxby & Parke Limited (registered company no. 5341586). of 2 Twyford Place, Lincolns Inn Office Village, Lincoln Road, High Wycombe, Bucks, HP12 3RE (“the Agency”).

“Candidate” means the person Introduced by the Agency to the Client for an Engagement including any officer, employee or other representative of the Candidate if the Candidate is a corporate body, and members of the Agency’s own staff;

“Client” means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to which the Candidate is Introduced;

“Engagement” means the engagement, employment or use of the Candidate by the Client or by any third party to whom the Candidate has been introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement; or through a limited company of which the Candidate is an officer, employee or other representative; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;

“Introduction” means (i) the passing to the Client of a curriculum vitæ or information which identifies the Candidate or (ii) the Client’s interview of a Candidate (in person, by telephone or by any other means), following the Client’s instruction to the Agency to search for a Candidate; and, in either case, which leads to an Engagement of the Candidate; and “Introduces” and “Introduced” shall be construed accordingly;

“Introduction Fee” means the fee payable by the Client to the Agency for an Introduction resulting in an Engagement;

“Remuneration” includes gross 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 Candidate for services rendered to or on behalf of the Client or any third party. Where the Client provides a company car, a notional amount of £4000.00 will be added to the salary in order to calculate the Agency’s fee;

“Replacement Candidate” means any Candidate Introduced by the Agency to the Client to fill the Engagement following the Introduction of another Candidate whose Engagement either did not commence or was terminated during the first 12 weeks of the Engagement;

“Vulnerable Person” means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen.

1.1 Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.

1.2 The headings contained in these Terms are for convenience only and do not affect their interpretation.

2. THE CONTRACT

2.1 These terms of business and the attached Schedule(s) (“the Terms”) constitute the contract between the Agency and the Client for the supply of permanent or contract staff (to be engaged directly by the Client) and are deemed to be accepted by the Client by virtue of an Introduction or the Engagement of a Candidate, or the passing by the Client of any information about a Candidate to any third party following an Introduction.

2.2 These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Agency, these Terms prevail over any other terms of business or purchase conditions (or similar) 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 a Director of the Agency and the Client and 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 The Agency acts as an employment agency (as defined in Section 13(2) of the Employment Agencies Act 1973) when Introducing Candidates to the Client for direct Engagement by that Client.

3. NOTIFICATION AND FEES

3.1 The Client agrees:

To notify the Agency immediately of any offer of an Engagement which it makes to the Applicant;
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
To pay the Agency’s fee within 14 days of the date of invoice

3.2 Except in the circumstances set out in clause 5 below, 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.

3.3 The Agency reserves the right to charge interest on invoiced amounts unpaid for more than 14 days at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.

3.4 The fee payable to the Agency by the Client for an Introduction resulting in an Engagement is calculated in accordance with the Fee Structure detailed below on the Remuneration applicable during the first 12 months of the Engagement. VAT will be charged on the fee if applicable.

Permanent placements:

Gross Remuneration Permanent Introduction fee

Up to £16,999 18%

£17,000 to £24,999 20%

£25,000 to £44,999 25%

£45,000 or above 30%

Where a placement is part-time the salary will be equated to the full-time equivalent and the fee shall be payable on that salary.

3.5 The gross remuneration package for any fixed term contract will be agreed with the client at the time of the appointment and will be payable direct to the candidate and not through the employment agency.

If the client agrees to engage a candidate on a fixed term contract, the following fees shall apply:

Agreed Contract duration.

Upto 6 months basis 50% of permanent introduction fee (not on a pro-rata)

6 months to 12 months 50% to 100% of permanent introduction fee (apportioned on a pro-rata basis)

If the Engagement is extended beyond the initial fixed term or if the Client re-engages the Applicant within 6 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.

3.6 If the Client subsequently engages or re-engages the Applicant within the period of 6 calendar months from the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with clause 3.4 above becomes payable.

4: REFUNDS

4.1 In order to qualify for the following refund, the Client must pay the Agency’s fee within 14 days of the date of invoice and must notify the Agency in writing of the termination of the Engagement within 7 days of its termination.

4.2 If the relevant candidate leaves the clients employment within 12 weeks of commencement for any reason, (other than redundancy, personal illness, constructive or unlawful dismissal) the employment agency shall endeavour to seek one replacement at no extra cost to the client. A replacement is for exactly the same position. Any change to the position will be viewed as a new instruction and will be charged as such. The refund period, however is conditional upon the employment agencies original invoice having been paid within 14 days of the date of the invoice and upon the employment agency being notified, in writing, of the date of the candidates departure within one week of such date. If the employment agency is unable to find a replacement the client shall receive a refund against the original fee paid outlined below.

4.3 Refund

Employment terminating up

to the end of week Refund Scale

2 100%

4 70%

6 50%

8 30%

10 20%

12 10%

Over 12 weeks 0%

4.4 The refund of the fee and free replacement will be dependant upon the employment agency being granted an exclusive contract to provide a replacement for a period of 4 weeks. The free replacement does not qualify for a guarantee period.

4.5 If the client re-engages the candidate within 6 months of departure, any rebate paid to the client shall be re-payable to the employment agency, or if the client accepted a replacement, then the client shall be liable for a permanent introduction fee, in respect of the replacement. The refund period does not apply to fixed term contract placements or fixed term to permanent conversions.

5 INTRODUCTIONS TO THIRD PARTIES

Introductions of Candidates are confidential. If a Client discloses a Candidate’s details to a third party, that will be deemed to be a “Third Party Introduction”. If that Third Party Introduction results in an Engagement of the Candidate by the third party within 6 months of the Agency’s Introduction of the Candidate to the Client, then the Client will be liable to the Agency for payment of an Introduction Fee in accordance with clause 3. Neither the Client nor the third party shall be entitled to a refund of the Introduction Fee under clause 4 in any circumstances.

6 SUITABILITY CHECKS

6.1 The Agency endeavours to ensure the suitability of Candidates Introduced to the Client to work in the position which the Client seeks to fill by taking reasonably practicable steps to

ensure that it would not be detrimental to the interests of either the Client or the Candidate;
ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body;
confirm that the Candidate is willing to work in the position

6.2 Notwithstanding clause 6.1 the Client shall be obliged to satisfy itself as to the suitability of the Candidate for the position they are seeking to fill. The Client is responsible for:

taking up any references provided by the Candidate before Engaging the Candidate;
checking the Candidate’s right to work and obtaining permission to work as may be required by the law of the country in which the Candidate is Engaged to work;
the arrangement of medical examinations and/or investigations into the medical history of any Candidate; and
satisfying any medical and other requirements, qualifications or permission required for the Candidate to work in the Engagement.

6.3 To enable the Agency to comply with its obligations under 6.1 above the Client undertakes to provide to the Agency details of the position which the Client seeks to fill, including the following:

the type of work that the Candidate 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 Candidate to possess in order to work in the position;
any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
the date the Client requires the Candidate to commence the Engagement;
the duration or likely duration of the Engagement;
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 Candidate would be entitled to give and receive to terminate their employment with the Client.

6.4Where the Candidate is Introduced for a position which involves working with, caring for or attending a Vulnerable Person the Agency shall, in addition to the obligations in clause 6.1, take reasonably practicable steps to:

obtain confirmation of the Candidate’s identity;
obtain confirmation that the Candidate 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
obtain and offer to provide copies to the Client of two references from persons who are not relatives of the Candidate and who have agreed that the references they provide may be disclosed to the Client; and any relevant qualifications or authorisations of the Candidate. If the Agency has taken all reasonably practicable steps to obtain such information and has been unable to do so fully it shall inform the Client of the steps it has taken to obtain this information in any event.

7 INFORMATION TO BE PROVIDED

7.1 When the Agency Introduces a Candidate to the Client the Agency shall inform the Client that they have obtained confirmation of the matters set out in clause 6.1 [and in the case of a position which involves working with Vulnerable Persons the matters in clause 6.4.1 and 6.4.2]. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any Public or Bank Holiday) following, save where the Candidate is being Introduced for an Engagement which is the same as one in which the Candidate has worked within the previous 5 business days and such information has already been given to the Client.

8 CONFIDENTIALITY AND DATA PROTECTION

All information relating to a Candidate is confidential and subject to the Data Protection Act 1998 (“DPA”) and is provided solely for the purpose of providing work-finding services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the DPA in receiving and processing the data at all times. In addition information relating to the Agency’s business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.

9 LIABILITY

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 a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of the Agency to introduce any Candidate. For the avoidance of doubt, the Agency does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.

10 NOTICES

All notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.

11 SEVERABILITY

If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws.

12 GOVERNING LAW AND JURISDICTION

These Terms are governed by the law of England & Wales/Scotland/Northern Ireland and are subject to the exclusive jurisdiction of the Courts of England & Wales/Scotland/Northern Ireland