Terms of business for the introduction of permanent staff or board appointments to be directly employed by the client executive search

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1. DEFINITIONS

1.1. In these Terms of Business (“Terms”) the following definitions apply:

“The (Employment) Agency” Russam Limited (registered company no. 1865337) of AW House, 6 – 8 Stuart Street, Luton, LU1 2SJ

“Cancellation Fee” means the fee payable by the Client to the Employment Agency when the Client withdraws an offer of Engagement made to the Candidate before the Candidate has accepted the offer and which is detailed in clause 3.4;

“Candidate” means the person Introduced by the Employment 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 Employment 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 any third party on a permanent or temporary basis, whether under a contract of service or for services; under an Employment 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 Employment Agency to search for a Candidate; and in either case which leads to an Engagement of that Applicant; and “Introduces” and “Introduced” shall be construed accordingly;

“Introduction Fee” means the fee payable by the Client to the Employment Business when the Candidate accepts an offer of Engagement following an Introduction by the Employment Agency. 

“Remuneration” includes the gross base salary payable to the candidate plus any guaranteed  bonus and commission earnings, allowances, inducement payments payable to or receivable by the Candidate in the first year.

 “Replacement Candidate” means any Candidate Introduced by the Employment 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 24 weeks of the Engagement.

1. 2. Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.
2. 1.3. The headings contained in these Terms are for convenience only and do not affect their interpretation.

2.1. These Terms constitute the contract between Russam and the Client for the supply of permanent 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 Employment 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 Employment 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 Employment 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. NOTIFICATIONS AND FEES

3.1. The Client agrees to:
3.1.1 notify the Employment Agency immediately of the terms of any offer of an Engagement which it makes to the Candidate;
3.1.2. notify the Agency immediately that its offer of an Engagement to the Candidate has been accepted and to provide details to the Employment Agency of the Remuneration agreed with the Candidate together with any documentary evidence as requested by the Employment Agency;
3.1.3. if during the search for a candidate the Client is approached by or sources an individual who has not been Introduced by the Agency, the Client must provide the Agency with details of the individual and, if appointed, by the Client, the Client with still be liable to pay the Agency’s fee; and
3.1.4. pay the Introduction Fee to be calculated in accordance with the provisions of this clause 3.

3.2. The Introduction Fee shall be payable within 14 days of the date of the Employment Agency’s invoice.
3.3. The Introduction Fee is a fixed fee of [% of the salary (£ per annum) or an agreed Fixed sum] and is payable in three instalments – the first on acceptance of the assignment by the Agency; the second on submission of the shortlist and the third once the successful candidate agrees to take up the appointment.
3.4. For Board appointments the introduction fee is a fixed fee and payable in two instalments – the first on acceptance of the assignment by the Agency: the second on acceptance of an offer of appointment. The terms will be agreed on acceptance of the proposal relevant to the appointment.
3.5. If, after an offer of Engagement has been made to the Candidate, the Client decides for any reason to withdraw it, the Client shall be liable to settle all three instalments of the fee as per clause 3.3. Note, there will also be obligations to the Candidate in line with the agreed employment contract.
3.6. The Client’s obligations under this clause 3 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.
3.7. VAT is charged at the standard rate on all fees.
3.8. Any reasonable expenses incurred by the Agency will be charged to the Client. Advertising is not included.
3.9. Russam reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 5% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment. 

4. REFUNDS

4.1. In order to be entitled to 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 Engagement is terminated by the Candidate without serious mitigating circumstances, within 12 weeks of the start of the Engagement, so long as the original Agency fees were paid within 14 days of the invoice being issued, the Agency will, if instructed by the Client, seek to replace the Applicant at no further cost or refund 30% of the total fee.
4.3. There are no refunds payable for Board appointments.

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 offer of Engagement to the Candidate by the third party within 12 months of the Employment Agency’s Introduction of the Candidate to the Client, then the Client will be liable to the Employment 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 AND INFORMATION TO BE PROVIDED

6.1. The Employment Agency endeavours to ensure the suitability of any Candidate Introduced to the Client by obtaining confirmation:
6.1.1. of the Candidate’s identity and right to work;
6.1.2. 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
6.2. When Russam Introduces a Candidate to the Client the Employment Agency shall inform the Client of such matters in clause 6.1 as they have obtained confirmation of. 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.
6.3. The Employment Agency endeavours to take all such steps as are reasonably practicable to ensure that the Client and Candidate are aware of any requirements imposed by law or any professional body to enable the Candidate to work in the position which the Client seeks to fill.
6.4. The Employment 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 Candidate for the Candidate to work in the position which the Client seeks to fill.
6.5. Notwithstanding clauses 6.1 to 6.4 inclusive 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: 
6.5.1. taking up any references provided by the Candidate before Engaging the Candidate; 
6.5.2. 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;
6.5.3. the arrangement of medical examinations and/or investigations into the medical history of any Candidate; and 
6.5.4. satisfying any medical and other requirements, qualifications or permission required for the Candidate to work in the Engagement.
6.6. To enable Russam to comply with its obligations under 6.1 to 6.4 inclusive above the Client undertakes to provide to the Employment Agency details of the position which the Client seeks to fill, including the following:  
6.6.1. the type of work that the Candidate would be required to do; 
6.6.2. the location and hours of work; 
6.6.3. 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; 
6.6.4. any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks; 
6.6.5. the date the Client requires the Candidate to commence the Engagement; 
6.6.6. the duration or likely duration of the Engagement;
6.6.7. the minimum rate of Remuneration, expenses and any other benefits that would be offered;
6.6.8. the intervals of payment of Remuneration; and
6.6.9. the length of notice that the Candidate would be entitled to give and receive to terminate their employment with the Client.

7. SPECIAL SITUATIONS

7.1.1. Where: the Candidate is required by law, or any professional body to have any qualifications or authorisations to work in the position which the Client seeks to fill;
7.1.2. or the work involves caring for or attending any person under the age of 18, or any person who by reason of age, infirmity or who is otherwise in need of care or attention;
Russam will take all reasonably practicable steps to obtain and offer to provide copies of: 
7.1.3. any relevant qualifications or authorisations of the Candidate;
7.1.4. 2 references from persons not related to the Candidate who have agreed that the references they provide may be disclosed to the Client; and 
7.1.5. such other reasonably practicable steps as are required to confirm that the Candidate is suitable for the position.
7.2. If the Employment Agency is unable to do any of the above it shall inform the Client of the steps it has taken to obtain this information in any event. 

8. DATA PROTECTION

8.1 The following definitions apply in this clause 8:
Agreed Purposes: The provision and sharing of personal data about any Applicant or Client’s briefing instructions (or related) connected with the engagement process.

Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.

a) Data Protection Legislation:the Data Protection Act 1998, until the effective date of its repeal;

b) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK; and

c) any successor legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019, once it becomes law.

Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.

Shared Personal Data: the personal data to be shared between the parties under this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: [name, address, contact details, curriculum vitae (including details of employment, education and qualification), national insurance number, financial details, health and background check data, proof of eligibility to work in the UK, Identity, financial and basic criminal records check. Finally, key data relating to the Client Assignment brief will be shared.

8.2. This clause 8 sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
8.3. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation.
8.4. Each party shall:
(a)ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;

(b) give full information to any data subject whose personal data may be processed under this agreement of the nature such processing;

(c) process the Shared Personal Data only for the Agreed Purposes;

(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement;

(f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and

(g) not transfer any personal data outside of the European Economic Area unless the transferor:

(i) complies with the provisions of Article 26 of the GDPR (in the event the third party is a joint controller); and

(ii) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 of the GDPR; or (iii) one of the derogations for specific situations in Article 49 of the GDPR applies to the transfer.

8.5. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

(b) promptly inform the other party about the receipt of any data subject access request;

(c) provide the other party with reasonable assistance in complying with any data subject access request;

(d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;

(e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;

(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

(i) maintain complete and accurate records and information to demonstrate its compliance with this clause 8; and

(j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

9. LIABILITY

In some circumstances, with your express permission, this may result in your information being passed outside the European Economic Area. This may occur, for The Employment 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 Russam-Search 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 Employment Agency to introduce any Candidate. For the avoidance of doubt, the Employment 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

If you are placed on an Interim assignment through us, we collect information 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

We may also provide information to third party suppliers who access information on our behalf when our operating processes require us to do so. Such suppliers may 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

If you provide us with information about other individuals, the responsibility to ensure 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. 

CLIENT AGREEMENT INTERIM CONSULTANCY TERMS OF BUSINESS

THE PARTIES

1. Russam GMS Limited (registered company no. 1865337) trading as Russam of AW House, 6-8 Stuart Street, Luton, LU1 2SJ (“the Employment Business”), and the date of this agreement are set out in the Assignment Details Form at the end of this agreement.
2. [Insert Client’s name] Limited (registered company no. [insert registered company no.]) [trading as [insert trading name if different]] of [address] (“the Client”) to whom the Consultancy is Introduced. For the avoidance of doubt the Client shall also include any subsidiary or associated person, firm or corporate body (as the case may be) to whom the Consultancy is Introduced. 

RECITALS

(A) The Employment Business carries on the business of sourcing and supplying independent consultancy to provide services to clients of the Employment Business. The Client has instructed the Employment Business to supply a Consultancy to provide certain services (“the Consultancy Services”) as specified in the relevant Assignment Details Form.
(B) The Employment Business will supply a Consultancy to the Client to provide the Consultancy Services on the terms and subject to the conditions of this agreement (“Agreement”).

IT IS AGREED as follows:

1. DEFINITIONS

1.1. In this Agreement the following definitions apply:

“AWR” means the Agency Workers Regulations 2010

“Assignment” means the period during which the Consultancy is supplied by the Employment Business to provide the Consultancy Services to the Client;

“Assignment Details Form” means written confirmation of the assignment details agreed with the Client prior to commencement of the Assignment; 

 “Charges” means the charges as indicated in the Assignment Details Form. The charges are comprised of the Consultancy’s Fees, the Employment Business’ commission, and any travel, hotel or other disbursements as may have been agreed with the Client or, if there is no such agreement, such expenses as are reasonable and necessary for the Consultancy Services;

“Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended);

“Consultancy” means the person, firm or corporate body Introduced to the Client by the Employment Business to carry out an Assignment (and save where otherwise indicated, includes the Consultancy Staff); 

“Consultancy Staff” means any officer, employee, or representative of the Consultancy supplied to provide the Consultancy Services; this definition of ‘Consultancy Staff’ includes ‘Interim Management Staff’;

“Engagement” means the engagement, employment or use of the Consultancy or the Consultancy Staff, directly by the Client or of any third party to whom they have been introduced by the Client on a permanent or temporary basis whether under a contract of service or for services, or an agency, licence, franchise or partnership arrangement; or through any other employment business or any other engagement 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 Consultancy or Consultancy Staff; or (ii) the Client’s interview of a Consultancy or Consultancy Staff (in person, by telephone or by any other means), following the Client’s instruction to the Employment Business to search for a Consultancy; and in either case which leads to an Engagement of that Consultancy or Consultancy Staff; and “Introduces” shall be construed accordingly; 

“Introduction Fee” means the fee payable by the Client in accordance with clause 6;

“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003;

“NDA” The Non-Disclosure Agreement entered into by the parties;

“NICs Legislation” means the Social Security (Categorisation of Earners) Regulations 1978;

“Proposal” the proposal for any agreed project and/or statement of work to be completed by the Consultancy or Consultancy Staff;

“Remuneration” includes gross fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments payable to or receivable by the Consultancy for services provided to or on behalf of the Client. 

1.2. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.
1.3. The headings contained in this Agreement are for convenience only and do not affect their interpretation.
1.4. Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of this Agreement) and all subordinate legislation made (before or after this Agreement) under it from time to time.

2. THE CONTRACT

2.1. This Agreement together with the relevant Assignment Details Form, the Proposal and the NDA if deemed necessary, constitutes the entire agreement between the Employment Business and the Client for the supply of the Consultancy Services to the Client, and for the avoidance of doubt, shall prevail over any other terms of business or purchase conditions (or similar) put forward by either party.
2.2. No variation or alteration to this Agreement shall be valid unless the details of such variation are agreed between a Director of the Employment Business 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.
2.3. The Client acknowledges that the Consultancy and the Consultancy Staff carrying out the Assignment have opted out of the Conduct Regulations.
2.4. It is acknowledged and agreed by the parties that the Consultancy is supplying [Name of Consultancy Staff],as it’s Consultancy Staff to perform the Consultancy Services.
2.5. Where the Consultancy is unable to provide any part of the Consultancy Services for whatever reason the Consultancy shall be entitled to assign, substitute or sub-contract the performance of the Consultancy Services provided that the Employment Business and the Client are reasonably satisfied that the assignee, substitute or sub-contractor has the required skills, qualifications, resources and personnel to provide the Consultancy Services to the required standard and that the terms of any such assignment or sub-contract contain the same acknowledgements under and obligations imposed by the agreement between the Consultancy and the Employment Business. The Client shall not unreasonably withhold or delay any approval sought for the assignment or sub-contracting of the Consultancy Services. 
2.6. The Client acknowledges that the Consultancy shall be permitted to determine how it will provide the Consultancy Services and will have the flexibility to determine the number of hours required and the times worked, to complete the Consultancy Services, subject to the Consultancy complying with any reasonable operational requirements of the Client. The Consultancy will be at liberty to determine the location at which it will provide the Consultancy Services, but where the Consultancy Services are undertaken at the Client’s site, the Consultancy will comply with any reasonable requirements relating to working hours, and any other operational requirements in relation to the Client’s site.
2.7. The relationship between the parties is between independent companies acting at arm’s length and nothing contained in this Agreement shall be construed as constituting or establishing any partnership or joint venture or relationship of employer and employee between the parties or their personnel.

3. INFORMATION TO BE PROVIDED

3.1. Prior to the commencement of the Assignment, or if this is not practical, upon commencement of the Assignment, the Employment Business will send to the Client an Assignment Details Form setting out the following information: 
3.1.1. the identity of the Consultancy and the Consultancy Staff supplied by the Consultancy to carry out the Assignment; 
3.1.2. the daily rate charged by the Employment Business;
3.1.3. any agreed expenses; and
3.1.4. the length of notice that the Client would be entitled to give and receive to terminate the Assignment.

4. INVOICING

4.1. At the end of each week of the Assignment (or at the end of the Assignment where the Assignment is for a period of less than 1 week) the Client shall sign the Employment Business’ invoice. This invoice will include a detailed breakdown showing the work performed including the hours and/or days worked.
4.2. Signature of the invoice by the Client is confirmation of the work performed and number of days worked by the Consultancy Staff. If the Client is unable to sign an invoice produced for authentication by the Consultancy because the Client disputes the days claimed, the Client shall inform the Employment Business as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with the Employment Business to enable the Employment Business to establish what days, if any, were worked by the Consultancy Staff. Failure to sign the invoice does not absolve the Client of its obligation to pay the charges in respect of the days worked.
4.3. The Client agrees to a maximum deadline of 5 working days to sign the invoice. After this period any unauthorised invoices will be invoiced and become payable by the Client at the rate stated in the contract regardless of the authorisation status.
4.4. The Client shall not be entitled to decline to sign an invoice on the basis that it is dissatisfied with the work performed by the Consultancy Staff. In the event that the Client is dissatisfied with the work performed by the Consultancy Staff the provisions of clause 8 shall apply.

5. CHARGES

5.1. The Client agrees to pay the Charges to the Employment Business. If applicable in relation to the Client, VAT is payable at the applicable rate on the entirety of the Charges. 
5.2. The fee is calculated as a mark-up on the daily rate Remuneration payable to the Consultancy. The total fee is agreed in advance of the commencement of the engagement between the Employment Business and the Client.
5.3. The Employment Business reserves the right to vary the Charges agreed with the Client, by giving written notice to the Client, in order to comply with any additional liability imposed by statute or other legal requirement or entitlement.
5.4. The Charges are invoiced to the Client on a [weekly / fortnightly / monthly] basis and are payable within 14 days of receipt of the Employment Business’s invoice. The Client shall pay the charges in full without deduction, set off or counterclaim.
5.5. The Employment Business reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 5% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.
5.6. The Client’s obligations under this clause 5 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.

PAYING THE CONSULTANCY

If you contact us for this purpose, we will take all necessary steps to confirm your iThe Employment Business is responsible for paying the Consultancy and the Client does not need to make any payment to the Consultancy or the Consultancy Staff by virtue of this Agreement.

6. INTRODUCTION FEES

6.1. The Client shall be liable to pay the Employment Business a fee (the “Introduction Fee”) in the following circumstances:
6.1.1. where the Employment Business Introduces the Consultancy to the Client and the Client engages the Consultancy or the Consultancy Staff Introduced by the Employment Business directly, provided that the Engagement takes place within a period of 12 months from the termination of the Assignment under which the Consultancy or Consultancy Staff was Introduced, or if there was no Assignment, within 12 months of the Introduction of the Consultancy by the Employment Business; or 
6.1.2. the Client Introduces the Consultancy to a third party including another employment business and such Introduction results in an Engagement of the Consultancy or the Consultancy Staff Introduced by the Employment Business by the third party either directly or through another employment business within 12 months from the date of Introduction by the Client to the third party.
6.1.3. the Consultancy, through a third party including another employment business, is reintroduced to the Client and such Introduction results in an Engagement of the Consultancy or any Consultancy Staff Introduced by the Employment Business by the Client either directly or through another employment business within 12 months from the date of Introduction by the Consultancy to the third party.
6.2. The Introduction Fee will be calculated at 25% of the Remuneration payable to the Consultancy or  Consultancy Staff named in Clause 2. For introductions resulting in a Permanent placement (on the Clients payroll) the fee payable to the Agency is based on the Remuneration Payable during the first 12 months of the engagement.  For introductions resulting in a placement where the engagement remains of a Consultancy or Temporary nature (non-permanent) then a “margin only” fee is payable to the Agency. This is calculated as 25% of the Remuneration Payable to the Consultancy or Consultancy Staff as is invoiced to the Client on a monthly basis whilst the engagement continues.
6.3. For the avoidance of doubt; clause 6.1 would apply in situations commonly known as “temp-to-perm” or a “transfer fee” where the Consultancy Staff, engaged through the Employment Business, is transitioned to a direct engagement with the Client. The new engagement could be a permanent role or a non-permanent role with the Client.
6.4. Note that this clause 6 refers to fees for direct introductions to the Client and not for normal Consultancy engagements outlined in clause 5.
6.5. No refund of the Introduction Fee will be paid in the event that the Engagement subsequently terminates.
6.6.  VAT is payable in addition to any fee Introduction Fee due.

7. EQUIPMENT

7.1. The Consultancy shall provide at its own cost, all such necessary equipment as is reasonable for the satisfactory performance by the Consultancy Staff and any substitutes and sub-contractors of the Consultancy Services.
7.2. If, as a matter of convenience, the Consultancy is provided with equipment by the Client for the purposes of carrying out the Consultancy Services, the Consultancy shall be responsible for ensuring that they preserve the security and condition of such equipment. If and to the extent that any equipment is lost while in the Consultancy’s possession, the Consultancy shall be responsible for the cost of any necessary repairs or replacement.

8. TERMINATION OF THE ASSIGNMENT

8.1. The Assignment will terminate on the end date set in the Assignment Details Form. Either party may terminate the Assignment earlier by giving to the other party in writing the period of notice specified in the Assignment Details Form.
8.2. Notwithstanding the provisions of clause 9.1 the Client may terminate the Assignment forthwith by notice in writing to the Employment Business where: 
8.2.1. the Consultancy has acted in breach of any statutory or other reasonable rules and regulations applicable to it while providing the Consultancy Services; or
8.2.2. the Consultancy is in wilful or persistent breach of its obligations; or
8.2.3. the Client reasonably believes that the Consultancy has not observed any condition of confidentiality applicable to the Consultancy from time to time, including the terms and conditions of the NDA if in place.
8.2.4. The Consultancy is unable to supply either the original personnel or acceptable substitutes or sub-contractors for a period of two weeks.
8.2.5. The Consultancy is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or
8.2.6. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Consultancy; or 
8.2.7. an order is made for the winding up of the Consultancy, or where the Consultancy passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation or amalgamation where the resulting entity will assume all the obligations of the other party under this Agreement).
8.3. The Employment Business may terminate an Assignment forthwith by notice in writing if:
8.3.1. the Client is in wilful or persistent breach of its obligations under this Agreement and where the breach is capable of being remedied, fails to remedy the breach within 7 days of receiving written notice from the Employment Business to do so; or 
8.3.2. the Client fails to pay any amount which is due to the Employment Business in full and on the date that the payment falls due; or
8.3.3. the Client is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or
8.3.4. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Client; or 
8.3.5. an order is made for the winding up of the Client, or where the Client passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation or amalgamation where the resulting entity will assume all the obligations of the other party under this Agreement); or
8.3.6. (where the Client is an individual) the Client dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.
8.3.7. the Client supervises, directs or controls the Consultancy Staff; or
8.3.8. the Client provides to the Employment Business a document which falsely states that the Consultancy Staff do not work under (or are not subject to) supervision, direction or control of any person or if the Client seeks to supervise, direct or control the Consultancy Staff in contravention of this Agreement.

9. DATA PROTECTION

9.1. The following definitions apply in this clause 9:
1. Agreed Purposes: The provision and sharing of personal data about any Consultancy Staff or Client’s instructions surrounding the Assignment brief prior to any Assignment, for the purpose ongoing administration of any Assignment and in connection with the termination and post-termination of any Assignment.
2. Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.
3. Data Protection Legislation:
3a) the Data Protection Act 2018;
3b) the retained version of the General Data Protection Regulation ((EU) 2016/679) in the UnitedKingdom (UK GDPR); and
3c) any successor legislation to the Data Protection Act 2018 and the UK GDPR.
4. Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement, and in the case of the Client, its affiliates, subsidiaries and their respective employees.
Shared Personal Data: the personal data to be shared between the parties under this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: name, address, contact details, curriculum vitae (including details of employment, education and qualification), national insurance number, financial details, health and background check data. Finally, key data relating to the Client Assignment brief will be shared.  
9.2. This clause 9 sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. 
9.3. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation.
9.4. Each party shall:
9.4.1. Ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
9.4.2. give full information to any data subject whose personal data may be processed under this agreement of the nature such processing;
9.4.3. process the Shared Personal Data only for the Agreed Purposes;
9.4.4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
9.4.5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement, and be liable for all actions and omissions of its Permitted Recipients hereunder;
9.4.6. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
9.4.7. not transfer any personal data outside of the United Kingdom unless the transferor:
9.4.8. complies with the provisions of Article 26 of the UK GDPR (in the event the third party is a joint controller); and
9.4.9. ensures that (i) the transfer is to a country subject to an adequacy decision under Article 45 of the UK GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 of the UK GDPR; or (iii) one of the derogations for specific situations in Article 49 of the UK GDPR applies to the transfer.
9.4. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
9.4.1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
9.4.2. promptly inform the other party about the receipt of any data subject access request;
9.4.3. provide the other party with reasonable assistance in complying with any data subject access request;
9.4.4. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
9.4.5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
9.4.6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
9.4.7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
9.4.8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
9.4.9. maintain complete and accurate records and information to demonstrate its compliance with this clause 9; and
9.4.10. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. All copyright, trademarks, patents and other intellectual property rights deriving from the provision of the Consultancy Services by the Consultancy for the Client during the Assignment shall belong to the Client, save such rights as may be expressly owned or retained by the Consultancy and set out in the Schedule to this Agreement. Accordingly the Employment Business shall use its reasonable endeavours to ensure that the Consultancy shall (and any relevant member of the Consultancy Staff shall) execute all such documents and do all such acts in order to give effect to the Client’s rights pursuant to this clause.
10.2. The Employment Business agrees and undertakes not to use the Client’s name or logo or the name or logo of any of the Client’s affiliates (collectively referred to as, the “Names”), including (without limitation) in the Employment Business’ publicity materials or in connection with any public communication made verbally or in writing, in any medium whatsoever. In the event that the Employment Business wishes to make such use of the Names, the Employment Business shall obtain the Client’s prior written approval relating to such use and, where appropriate, provide the text in which the Names are to be used. The Client may, at its sole discretion, accept or refuse to give its approval.

11. ANTI-BRIBERY AND ANTI-CORRUPTION

11.1. The Employment Business shall:
11.1.1. comply with all applicable laws, statutes and regulations including without limitation those relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
11.1.2. comply with the Clients’ Anti-Bribery Policy, as the same may be updated from time to time (“Bribery Policy”);
11.1.3. have and maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Bribery Policy and will enforce them where appropriate;
11.1.4. promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by thE Employment Business or Consultancy in connection with the performance of this Agreement; and
11.1.5. ensure that its staff and Consultancy Staff comply with this clause 11.
11.2. For the purpose of this clause 11 the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act) and section 8 of that Act respectively.

12. LIABILITY

12.1. Whilst reasonable efforts are made by the Employment Business to give satisfaction to the Client by ensuring reasonable standards of skills, integrity and reliability from the Consultancy and to provide the same in accordance with the Assignment details provided by the Client, the Employment Business is not liable for any loss, expense, damage, costs or delay arising from the failure to provide a Consultancy for all or part of the period of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Consultancy or if the Consultancy terminates the Assignment for any reason. For the avoidance of doubt, the Employment Business 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.
12.2. The Client warrants that it does not (and does not have the right to) supervise, direct or control the Consultancy or the Consultancy Staff. It is understood and agreed that the Client will be in discussion with the Consultancy Staff throughout the Assignment and may provide comments or guidance on the work of the Consultancy Staff The Client will notify the Employment Business in writing if it exercises supervision, direction or control, or seeks the right to supervise, direct or control the Consultancy or the Consultancy Staff in which case the Employment Business may terminate the Agreement and/ or any Assignments under the Agreement in accordance with clause 8.3. In addition the Client agrees that the Employment Business does not (and does not have the right) to supervise, direct or control the Consultancy or the Consultancy Staff. Furthermore no member of the Consultancy Staff is an agency worker as defined under the AWR.
12.3. The Client shall advise the Employment Business of any special health and safety matters about which the Employment Business is required to inform the Consultancy and about any requirements imposed by law or by any professional body, which must be satisfied if the Consultancy is to fill the Assignment.
12.4. The Client shall indemnify and keep indemnified the Employment Business against any Losses incurred by the Employment Business by reason of any proceedings, claims or demands by any third party (including specifically, but without limitation, HMRC and any successor, equivalent or related body pursuant to any of the provisions of ITEPA (and/or any supporting or consequential secondary legislation relating thereto) or the NICs Legislation arising out of any Assignment or arising out of any non-compliance with and/or as a result of any breach of this Agreement by the Client.
12.5. As at the date of this Agreement, the Employment Business warrants and confirms that it does not have any conflict of interest that would prejudice it from acting objectively in the arranging the Consultancy Services. In the event that the Employment Business becomes aware of such a conflict during the term of this Agreement which cannot be managed internally, the Agency will immediately notify the Client. 

13. 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. 

14. SEVERABILITY AND WAIVER

All notices which are required to be given in accordance with this Agreement shall be If any of the provisions of this Agreement shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be modified or severed from the remaining provisions, which shall continue to be valid to the fullest extent permitted by applicable laws.  No waiver shall be valid unless in writing and signed by the parties.

15. FORCE MAJEURE

All notices which are required to be given in accordance with this Agreement shall be If any of the provisions of this Agreement shall be determined by any competent Neither party shall be liable for any breaches of its obligations under this Agreement resulting from causes beyond its reasonable control including but not limited to Acts of God, enemy, fire, flood, global pandemic, explosion or other catastrophe. If the period of delay or non-performance continues for 1 week, the party not affected may terminate this agreement by giving 30 day’ written notice to the affected party.

16. RIGHTS OF THIRD PARTIES

None of the provisions of this Agreement are intended to be for the benefit of or enforceable by third parties and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

17. LAW AND JURISDICTION

None of the provisions of this Agreement are intended to be for the benefit of or eThis Agreement is governed by the law of England & Wales/Scotland/Northern Ireland and is subject to the exclusive jurisdiction of the Courts of England & Wales/Scotland/Northern Ireland.