Terms of Business

 

Drum Recruitment Ltd, a company incorporated in England and Wales, company number 08844778 and whose registered office is Audley House, Northbridge Rd, Berkhamsted, Herts, HP4 1EH ("the Company").

  1. Interpretation

1.1 In these terms of business ("the Terms") the following expressions shall be given the following meanings:

  1. "Candidate" means a person introduced by the Company to the Client to be considered for an Engagement.

  2. The "Client" means any person, firm or corporation to whom a Candidate is introduced by the Company.

  3. "Engagement" means the engagement, 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 the Client or by any Third Party to whom or to which the Candidate was Introduced by the Client (whether with or without the Company's knowledge or consent); and "Engages" and "Engaged" shall be construed accordingly;

  4. "Introduction" means

  1. the interview of a Candidate in person or by telephone; or

  2. the passing of a curriculum vitae or information about the Candidate, which identifies the Candidate;

  3. which leads to the Engagement of that Candidate. The time of the Introduction shall be taken to be the earlier of (1.1.4.1 and 1.1.4.2 above; and "Introduced" and "Introduces" shall be construed accordingly;

  1. "Remuneration" includes 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 £6000 will be added to the salary in order to calculate the Company's fees.

  2. "Third Party" means any company or person who is not the Client. For the avoidance of doubt, subsidiary and associated companies of the Client (as defined by s. 1159 of the Companies Act 2006 and s.416 of the Income and Corporation Taxes Act 1988 respectively) are included in this definition.

  3. "Month" means a calendar month.

  4. "Week" means 7 consecutive days.

  1. Terms

    1. These Terms constitute the entire agreement between the Company 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 Third Party or (c) the Client's interview or request to interview a Candidate or (d) any other written expressed acceptance of these Terms. For the avoidance of doubt, these Terms apply whether or not the Candidate is Engaged by the Client for the same type of work as that for which the Introduction was originally effected.

    2. The Terms supersede all previous agreements between the parties in relation to the subject matter hereof.

    3. No variation or alteration of these terms shall be valid unless the details of such variation are agreed by the Company and set out in writing to the Client (email is sufficient), stating the date on or which such varied terms shall apply.

    4. These Terms prevail over any other terms of business or purchase conditions put forward by the Client.

    5. If the payment terms outlined in clause 6.2 are not adhered to, any variation previously agreed as per 2.3 will be invalid. For the avoidance of doubt, this includes any variation in fees, whereby full fees as per clause 5.3 will become payable immediately. Additionally, any refunds or rebates, whether varied or as per these terms, will become invalid immediately.

    6. In the circumstances where the payment terms as per clause 6.2 are varied and subsequently not adhered to, all other variations will become invalid. For the avoidance of doubt, this includes any variation in fees, whereby full fees as per clause 5.3 will become payable immediately. Additionally, any refunds or rebates, whether varied or as per these terms, will become invalid immediately

 

  1. If the Client obligations as per clause 4 (4.1-4.7) are not upheld, any variation previously agreed as per clause 2.3 will become invalid. For the avoidance of doubt, this includes any variation in fees, whereby full fees as per clause 5.3 will become payable immediately. Additionally, any refunds or rebates, whether varied or as per these terms, will become invalid immediately.

  2. The Client authorises the Company 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.

  1. Obligations of the Company

    1. The Company will use 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 the Company when advising the Company of the vacancy in respect of which the Candidate has been introduced. The Client accepts that no warranty as to the suitability of the Candidate can be given by the Company. The Company cannot guarantee to find a suitable Candidate for each vacancy. Without prejudice to clause 3.2 below, the Company shall use reasonable endeavours to ascertain that the information provided by the Company to the Client in respect of the Candidate is accurate.

    2. The Company accepts no responsibility in respect of matters outside its knowledge and the Client must satisfy itself as to the suitability of the Candidate.

  2. Obligations of the Client

    1. The Client shall satisfy itself as to the suitability of the Candidate. 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, references, qualifications or permission required by law of the country in which the Candidate is engaged to work.

    2. To enable the Company to comply with its obligations under clause 3 the Client undertakes to provide to the Company 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.

    3. 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. The Client shall inform the Company of any information it has that suggests 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.

    5. The Client shall inform the Company within 1 working day where it receives details of a candidate from the Company which it has already received from another agency 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 the Company is entitled to charge a fee in accordance with clause 5.2.

    6. The Client agrees to,

      1. notify the Company 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;

      2. and notify the Company immediately that its offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration to the Candidate;

      3. and pay the Company's fee within the period set out under clause 6.2.

4.7. The Client shall not, and shall not seek to cause the Company to, unlawfully discriminate in relation to the services provided by the Company to the Client in connection with these Terms and shall disclose any and all information requested by the Company in the event a Candidate makes a complaint to the Company

  1. The Client shall pay to the Company an introduction fee in accordance with clause 5, unless the Engagement occurs more than 12 months after the introduction of the Candidate to the Client by the Company or from the date of the Candidates last interview with the Client whichever is the later.

  2. The Client undertakes 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 company of the Client, resulting in an Engagement by that person, form or corporation (which the Client shall immediately notify to the Company) the Client shall pay to the Company an introduction fee in accordance with clause 5, unless the Engagement occurs more than 12 months after the introduction of the Candidate to the Client by the Company or from the date of the Candidate's last interview with the Client whichever is the later.

  1. Fees

    1. The introduction fee shall become due immediately upon the commencement of an Engagement. The fee shall be

calculated as a percentage of the Candidate's annual Remuneration at the date of the commencement of the Engagement, as set out in the table below:___________________________________________________

Up to £24,999 20%

£25,000 and over 25%

Retained Search 30%

VAT shall be payable thereon at the prevailing rate where applicable.

  1. Where a Candidate is engaged by the Client on a self-employed basis the introduction fee payable to the Company in accordance with clause 5.1 shall be calculated pro rata as if the Candidate was employed by the Client as an employee.

  2. 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 be separately agreed in writing and will be payable irrespective of whether or not a Candidate is engaged.

  3. All monies due hereunder shall be paid by the Client within 14 days of the date of invoice by the Company. If full payment has not been received by the due date a Late Payment Surcharge of £500 will be charged and added to the invoice total.

  4. All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated within clause 5.4 unless the Client notifies the Company 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 Company 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 Company in order to resolve the dispute as quickly as possible.

  5. The Company reserves the right to charge interest on invoiced amounts overdue at the rate of 8% per annum above the Bank of England base rate, from the due date until the date of payment.

  6. The Company shall raise invoices in respect of the charges payable and the client agrees to pay the amount due within 14 days of the date of the invoice.

  7. Where the Company moves a team of people (2 or more) the fee for the manager or most senior will be in accordance with clause 5.1, each successive team member in order of higher to lower salary will be as follows:

    1. First additional team member as per clause 5.1 minus 5 percentage points (25% - 5%= 20%)

    2. Second additional team member as per clause 5.1 minus 7 percentage points (25% - 7% = 18%)

    3. Third and subsequent additional team members at a flat rate of 10%

 

6. Rebates for permanent staff

  1. Where the client qualifies for a rebate in accordance with clause 6.2, 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 introduction fee as follows:

Week in which the Candidate leaves

Percentage of Introduction fee to be returned

 1 week 100%

2- 4 weeks 70%

5 - 8 weeks 40%

9 - 12 weeks 10%

There will be no rebate where the Candidate leaves after the 12th week.

 

  1. The following conditions must be met in order for the Client to qualify for a rebate,

  1. The Client must notify the Company that the Candidate's Engagement has ended within 5 days of the Engagement ending or within 5 days of notice being given to end the Engagement, whichever is earlier; or

  2. The Company's invoice for the fee must have been paid within the payment terms in accordance with clause 5.4; or

  3. the Candidate was not previously Engaged by the Client as a temporary or contract worker through the Company; or

  4. the Candidate's engagement is not terminated for any reason other than resignation or dismissal for unsatisfactory performance; or

  5. the Candidate's engagement is not terminated by reason of redundancy or site-relocation, re-organisation or change in strategy of the Client; or

  6. the Candidate's engagement is not terminated because the role engaged for no longer exists, or someone else has been engaged for the same role or has failed to vacate this role; or

  7. the Candidate did not leave the Engagement because he/she reasonably believed that the nature of the actual work was substantially different from the information the Client provided prior to the Candidate's acceptance of the Engagement; or

  8. the Candidate did not leave the Engagement as a result of discrimination or other acts against the Candidate; or

  9. 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.

  10. the Client has offered the Company a one month exclusive opportunity to find a suitable replacement.

  1. Where the Client re-engages the Candidate either on an employment or indirect basis, any rebate paid to the Client under clause 6.1 in respect of that Candidate, shall be immediately repaid to the Company by the Client.

  2. Cancelation Fee: 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 pay the Company a minimum fee of 50% of the Permanent Fee, as per clause 5.1.

  1. Liability and Indemnity

    1. The Company 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 Company seeking a Candidate for the Client or from the Introduction or Engagement of any Candidate by the Client or from the failure of the Company to introduce any Candidate or from the Client's disclosure to a Third Party of any details regarding a Candidate.

    2. Notwithstanding clause 7.1 above, nothing in these Terms shall be deemed to exclude or restrict any liability of the Company to the Client for personal injury or death.

    3. The Company 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.

    4. The Client shall indemnify and keep indemnified the Company against any costs (including legal costs), claims or liabilities incurred directly or indirectly by the Company 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; and/or b) any breach by the Client or Third Party, 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 Third Party, or any of its employees or agents.

  2. Termination

    1. These Terms may be terminated by either party by giving to the other immediate notice in the event that either the Company 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 Company has reasonable grounds to believe the Client will not pay the Company's invoice within the payment terms agreed within clause 5.7.

  3. Equal Opportunities

    1. The Company is committed to equal opportunities and expects the Client to comply with all anti-discrimination legislation as regards the selection and treatment of Candidates.

  4. Confidentiality & Data Protection Legislation

    1. All information contained within these Terms shall remain confidential and the Client shall not divulge it to any Third Party save for its own employees and professional advisers and as may be required by law.

    2. The Client shall not without the prior written consent of the Company provide any information in respect of the Candidate to any Third Party whether for employment purposes of otherwise.

    3. The Client agrees to comply with the Data Protection Act 1988 ("the Act") and shall not cause or seek to cause the Company to breach the Act in connection with these Terms and shall provide any and all information requested by the Company in a timely manner to assist the Company to respond to a Data Subject access request (as defined with the Act).

    4.  (i) Unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) the Data Protection Act 1998 (iii) any successor legislation to the GDPR or the Data Protection Act 1998

    5. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

    6. The parties acknowledge that for the purposes of the Data Protection Legislation, the Company is a Data Controller and the Client is a Data Controller (where Data Controller has the meanings as defined in the Data Protection Legislation).

 

  1. General

    1. Any failure by the Company 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.

    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.

    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.

    4. 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.

 

  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).

  2. Notices shall be deemed to have been given and served,

  1. 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

  2. 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

  3. if sent by prepaid first class post, 48 hours from the time of posting.

13. Variation

  1. No variation or alteration of these Terms shall be valid unless approved in writing by the Client and the Company.

 

12. Notices


14 Applicable Law< >These Terms shall be construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

© 2018 Drum Recruitment Limited 

Registered in England, Company Number 8844778

 

 

 

Recruiting for the Recruitment Profession in the UK

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