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Client Terms of Business

Standard Terms of Business
Introduction of Candidates to Clients for Employment/Engagement

These Detailed Terms of Business of Frankland Associates Limited (acting as an Agency, hereinafter referred to as the 'Agency') shall apply to all business conducted between the parties from the date you receive these terms, whether or not they are signed, unless otherwise agreed in accordance with the procedure for variations set out herein.

If you wish to amend any of the terms hereof please contact us immediately upon receipt with your proposals.



TABLE OF FEES
Fee Scale for Permanent Placements and Engagements of a Candidate except where otherwise specified
Where total Remuneration is our fee is
Up to £30,000 20%
£30,000 and above 25%


SPECIAL TERMS
Our agreement to any variation to the Client Terms, including, but not limited to, changes to Fees, is conditional upon your compliance with the remaining provisions of the Client Terms and any such variation shall cease to apply in the event of your breach or non-compliance with the remaining Client Terms, including, without limitation, clauses 4 (duty to notify us of an Engagement) and 6 (payment terms).
Where total Remuneration is our fee is
Up to £30,000 TBA
£30,000 and above TBA



1. Definitions
In these Terms -
1.1 'Client' means you, the person, firm or corporate body to whom the Agency is to Introduce Candidates, as described further where necessary in Schedule 1;
1.2 'Candidate' means the person Introduced by the Agency to the Client for an Engagement including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company and any limited company or partnership of which such a person is a director or shareholder, and any members of the Agency's own staff;
1.3 'Agency' means us, Frankland Associates Limited, a company incorporated in England and Wales under company number 06020006 and whose registered office is at 54 St. James St, Liverpool L1 0AB;
1.4 'End User' means any other company or entity that is a subsidiary or associate of or is connected with the Client in accordance with s. 1159 of the Companies Act 2006, s. 249 of the Insolvency Act 1986 and s.416 of the Income and Corporation Taxes Act 1988 and which in any way uses or Engages the Candidate;
1.5 'Engagement' means the engagement, employment or use of the Candidate by the Client or by any End User to whom or to which the Candidate was Introduced by the Client (whether with or without the Agency's knowledge or consent) on a permanent or temporary basis, howsoever engaged (whether directly or indirectly) and 'Engages' and 'Engaged' shall be construed accordingly;
1.6 'Fee' means the fees set out in the Fee Table above, due to the Agency for an Introduction where the Candidate is subsequently Engaged within a 12-month Effective Period;
1.7 'Introduction' means
a) the interview of a Candidate in person, by telephone or by any other remote means; or
b) the passing of a curriculum vitŠ or information identifying the Candidate.
The time of the Introduction shall be the earlier of (a) and (b) above; and 'Introduced' and 'Introduces' shall be construed accordingly;
1.8 'Regulations' means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and any amendments thereto or new regulations enacted in the place thereof;
1.9 'Remuneration' includes the Candidate's base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, shift allowances, location weighting and call-out allowances, the benefit of a company car and all other payments or emoluments payable to or receivable by the Candidate for services rendered to or on behalf of the Client. Where the Client provides a company car, a notional amount of £5000 will be added to the salary in order to calculate the Agency's Fee;
1.10 'Special Terms' means the terms, including any reduced Fee set out above;
1.11 'Terms' means these Terms of Business as further defined in clause 2.

2. These Terms
2.1. These Terms constitute the entire agreement between the Agency and the Client in
relation to the subject -matter hereof and are deemed to be accepted by the Client
and to apply by virtue of (a) an Introduction to the Client of, or the Engagement by the
Client of, a Candidate or (b) the passing of information about the Candidate by the
Client to any End User or (c) the Client's interview or request to interview a Candidate
or (d) the Client's signature at the end of these Terms or (e) any other written expressed
acceptance of these Terms, whether by e-mail or otherwise. For the avoidance of
doubt, these Terms apply whether or not the Candidate is Engaged by the Client for
the same type of work or post as that for which the Introduction was originally made.
2.2 The Terms supersede all previous agreements between the parties in relation to the subject matter hereof.
2.3 These Terms prevail over any other terms of business or purchase conditions put forward by the Client.
2.4 For the purposes of these terms, the Agency acts as an Agency as defined within the Regulations.
2.5 The Client authorises the Agency to act on its behalf in seeking Candidates and, if the Client so requests, shall advertise for such Candidates through such methods as are agreed with the Client.
3. Obligations of the Agency
3.1 The Agency shall use reasonable endeavours to introduce one or more suitable Candidates to meet the requirements of the Client for any particular vacancy.
3.2 The Agency cannot guarantee that it will find a suitable Candidate for each vacancy. Without prejudice to clause 3.3 below, the Agency shall use reasonable endeavours to ascertain that any information provided by the Agency to the Client in respect of Candidates is accurate.
3.3 The Agency accepts no responsibility in respect of matters outside its knowledge and cannot provide a guarantee or warrantee that a Candidate will be suitable for a particular role in practice or how long the Candidate will remain with the Client if Engaged.

4. Client Obligations
4.1. The Client shall satisfy itself as to the suitability of the Candidate, including without limitation by means of interviews, exhaustive checks regarding qualifications, references, police checks and linguistic, medical, aptitude and psychological tests.
4.2. 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 Candidate, and satisfying other requirements, qualifications or permission required by law of the country in which the Candidate is engaged to work.
4.3. To enable the Agency to comply with its obligations under clause 3 the Client undertakes to provide to the Agency full details of the position which the Client seeks to fill, including 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; and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks.
4.4 The Client shall provide details of the date the Client requires the Candidate to commence work, 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 Candidate would be entitled to give and receive to terminate the employment with the Client.
4.5 The Client shall not arrange interviews with a Candidate nor conduct any direct negotiations with the Candidate, including, without limitation, concerning salaries and contracts, except via the Agency.
4.6 The Client shall record all Introductions made by the Agency and shall not accept Introductions of the same Candidate from other agencies or from the Candidate himself during the Effective Period.
4.7 The Client shall inform the Agency of any information it has that suggests that it would be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the position which the Client seeks to fill.
4.8 The Client shall immediately inform the Agency in writing and provide appropriate and verifiable supporting evidence, within 24 hours where it receives details of a Candidate from the Agency which it has already received from another agency or person (including the Candidate) in relation to the same vacancy. If no such notification is given by the Client then, in the event of an Engagement, the Client agrees that the Agency is entitled to charge a Fee in accordance with clause 5.2. Appropriate supporting evidence for the purposes of this clause means evidence of a previous introduction by a 3rd party or evidence of direct correspondence with the Candidate with an ascertainable date.
4.9 The Client agrees to,
a) notify the Agency as soon as possible (and in any event, not later than 7 days from the date of the offer or from the date the Engagement takes effect; whichever is earlier) of any offer of an Engagement which it makes to the Candidate; and
b) notify the Agency immediately that its offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration to the Candidate; and
c) notify the Agency of an Engagement on the date the Engagement commences; and
d) pay the Agency's Fee within the period set out under clause 6.2
5. Charges and Fees
5.1 Introductions of Candidates are confidential. Where the Client discloses to an End User any details regarding a Candidate Introduced to the Client by the Agency and that End User subsequently Engages the Candidate within 12 months of the date of the Introduction, the Client shall pay the Fee as set out in clause 5.3. and there shall be no entitlement to any rebate or refund to the Client or End User.
5.2 The Client shall pay the Agency the Fee calculated in accordance with clause 5.3 and the Fee Table and/or Special Terms above where it Engages, whether directly or indirectly, any Candidate Introduced by or through the Agency within 12 months from the date of the Agency's Introduction (the 'Effective Period') whether in the post originally to be filled or any other post.
5.3 The Fee shall be calculated as a percentage of the Candidate's annual or annualised Remuneration (as set out in the Fee Table above and/or the Special Terms). The Agency will charge VAT on the Fee where applicable.
5.4 Where the amount of the actual Remuneration is not known or disclosed, the Agency will charge a Fee calculated in accordance with clause 5.3 and the Fee Table above on the estimated, maximum level of annual remuneration applicable for the position or type of position in respect of which the Candidate was originally introduced to the Client and/or comparable position in the general marketplace at the Agency's absolute discretion.
5.5 Where the Engagement is for a fixed term of less than 12 months, the Fee in clause 5.3 will apply pro-rata. Where the Engagement is extended beyond the initial fixed term or where the Client re-Engages the Candidate within 6 months from the date of planned or actual termination of the first Engagement, the Client shall pay a further Fee based on the Remuneration applicable for the period of Engagement following the initial fixed term period up to the termination of the second Engagement or until the Candidate has been engaged for a total of one year. Where the Client breaches clause 4.9 or clause 6, the Engagement shall be deemed to be for one year and Remuneration shall be annualised accordingly.
5.6 Charges incurred by the Agency at the Client's written request in respect of advertising or any other matters will be charged to the Client in addition to the Fee and such charges will be payable whether or not the Candidate is Engaged.
6. Payment
6.1 Save in the circumstances set out in clause 5.1, no Fee shall be incurred by the Client until the Candidate commences the Engagement, at which time the Agency shall issue an invoice to the Client for its Fees.
6.2 Subject to clause 6.4, the Agency shall raise invoices in respect of the Fee payable and the Client agrees to pay the amount due within 14 days of the date of the invoice.
6.3 All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated in clause 6.2 unless the Client notifies the Agency in writing within 5 days of the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does so notify the Agency that it wishes to dispute part of an invoice, the Client shall pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with the Agency in order to resolve the dispute as quickly as possible.
6.4 In the event of a breach of clause 4.9, the Fee shall be deemed due on the date of Engagement of a Candidate and interest shall accrue from that date, regardless of whether an invoice has been issued and the date of such invoice.
6.5 The Agency reserves the right to charge late fees, debt recovery fees of 10% and interest on any amounts due at the statutory rate of 8% above base rate, as prescribed pursuant to Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 (the 'LPCDIA'), which shall also apply in the event that the Client is an individual. The Client accepts that a debt recovery charge of 10% of the overdue amount is reasonable for the purposes of the LPCDIA.

7. Rebates
7.1 Where the Client qualifies for a rebate in accordance with clause 7.2, and the Engagement of the Candidate is terminated by the Client or the Candidate within the time periods specified below, the Client shall be entitled to a rebate of the Fee following payment as follows:

Duration of Employment Percentage of Fee to be rebated
1-2 Weeks 90%
3-4 Weeks 60%
5-6 Weeks 30%
7-8 Weeks 10%

7.2 The following conditions must be met in order for the Client to qualify for a rebate:
a) the Client must notify the Agency that the Candidate's Engagement has ended within 3 days of the Engagement ending or within 3 days of notice being given to end the Engagement; whichever is earlier;
b) the Agency's invoice for the Fee must have been paid within the payment terms in accordance with clause 6.2. For the avoidance of doubt, no credit note for the invoice will be issued, only actual payment in full to the Agency's account will suffice to fulfil this requirement;
c) the Candidate's engagement must not have been terminated for any reason other than that he was wholly unsuitable, which is confirmed by him. For the avoidance of doubt dismissal due to redundancy, re-organisation, change in strategy or reduction in the volume of work are not sufficient grounds for a rebate;
d) the Candidate did not leave the Engagement because he/she reasonably believed that the nature of the actual work or workplace was substantially different from the information the Client provided prior to the Candidate's acceptance of the Engagement or what could reasonably have been expected;
e) the Candidate did not leave the Engagement as a result of discrimination or other acts against the Candidate;
f) the Candidate was not at any time in the 12 months prior to the start of the Engagement employed or hired (whether on a permanent or contract basis) by the Client;
g) the Client has allowed the Agency, at its request, 30 days to refill the position and has fully considered in good faith any Candidates proposed by the Agency and has not filled the position or cancelled the instruction to fill the position within this period;
h) all other terms hereof have been complied with by the Client.
7.3 Where the Client re-engages the Candidate either on an employment or indirect basis, any rebate paid to the Client under clause 7.1 in respect of that Candidate, shall be immediately repaid to the Agency by the Client.
8. Liability and Indemnity
8.1. 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 a Candidate for the Client or from the Introduction or Engagement of any Candidate by the Client or from the failure of the Agency to introduce any Candidate or from the Client's disclosure to a End User of any details regarding a Candidate.
8.2 Notwithstanding clause 8.1 above, nothing in these Terms shall be deemed to exclude or restrict any liability of the Agency to the Client for personal injury or death.
8.3 The Agency shall not be liable for failure to perform its obligations under these Terms if such failure results by reason of any cause beyond its reasonable control.
8.4 The Client shall indemnify and keep indemnified the Agency, on a full indemnity basis, against any costs (including solicitor fees, debt recovery and other legal costs, including in claims allocated to the Small Claims Track), claims or liabilities incurred directly or indirectly by the Agency arising out of or in connection with these Terms including (without limitation) as a result of,
a) any breach of these Terms by the Client or by its employees or agents, in particular a failure to pay the Fee in accordance with clause 6; and/or
b) any breach by the Client or End User, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity, immigration legislation and the Regulations); and/or
c) any unauthorised disclosure of a Candidate details by the Client or End User, or any of its employees or agents.
9. Termination
9.1 These Terms may be terminated by either party by giving to the other immediate notice in the event that either the Agency or the Client goes into liquidation, becomes bankrupt or enters into an arrangement with creditors or has a receiver or administrator appointed or where the Agency has reasonable grounds to believe the Client will not pay the Agency's invoice within the payment terms agreed within clause 6.2.
9.2 Termination shall be without prejudice to any Introductions made by the Agency prior to the date thereof and its right to an Introduction Fee if the Client subsequently Engages a Candidate after the date of termination.
10. Confidentiality
10.1 All information contained within these Terms shall remain confidential and the Client shall not divulge it to any End User save for its own employees and professional advisers and as may be required by law.
10.2 The Client shall not without the prior written consent of the Agency provide any information in respect of the Candidate to any third party or End User whether for employment purposes of otherwise.
10.3 The Client agrees to comply with the Data Protection Act 1988 ('the Act') and shall not cause or seek to cause the Agency to breach the Act in connection with these Terms and shall provide any and all information requested by the Agency in a timely manner to assist the Agency to respond to a Data Subject access request (as defined with the Act).
11. General
11.1 Any failure by the Agency to enforce at any particular time any one or more of these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.
11.2 Headings contained in these Terms are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate.
11.3 No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.
11.4 No provision of these terms shall require an Introduction to be the effective cause of the Engagement in order for the Fee to fall due.
11.5 If any provision, clause or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms shall remain in full force and effect to the extent permitted by law.
11.6 Any reference to legislation, statute, act or regulation shall include any revisions, re-enactments or amendments that may be made from time to time.
12. Notices
12.1. Any notice required to be given under these Terms (including the delivery of any information or invoice) shall be delivered by hand, sent by facsimile, e-mail or prepaid first class post to the recipient at its fax number or address specified in these Terms (or as otherwise notified from time to time to the sender by the recipient for the purposes of these Terms).
12.2. Notices shall be deemed to have been given and served
a) if delivered by hand, at the time of delivery if delivered before 5.00pm on a business day or in any other case at 10.00am on the next business day after the day of delivery; or
b) if sent by facsimile or e-mail, at the time of despatch if despatched on a business day before 5.00 p.m. or in any other case at 10.00 a.m. on the next business day after the day of despatch, unless the transmission report indicates a faulty or incomplete transmission or, within the relevant business day, the recipient informs the sender that the facsimile or e-mail message was received in an incomplete or illegible form; or
c) if sent by prepaid first class post, 48 hours from the time of posting.
13. Variation
13.1 No variation or alteration of these Terms shall be valid unless expressly agreed and approved in writing by the Client and an authorised employee of the Agency.
14. Applicable Law
14.1 These Terms shall be construed in accordance with the Law of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.


These terms and conditions are accepted by the:

Client Signature :

Print Name :
Date :

For and on behalf of the Client


Agency Signature :

Print Name :
Date :

For and on behalf of the Agency
___________________________

SCHEDULE 1
Trading names, subsidiaries and associates of the client, which are bound by these terms and conditions