EMPLOYMENT AGENCY - CLIENT TERMS AND CONDITIONS

These Terms and Conditions, together with attached appendices, shall apply to the provision of Services by the Agency to the Client.

Definitions and Interpretation

1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

1.2.1 “writing”, and any similar expression, includes a reference to any communication effected by electronic transmission or similar means;

1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Appendices as amended or supplemented at the relevant time;

1.2.4 an Appendix is an appendix to these Terms and Conditions;

1.2.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or a paragraph of the relevant Appendix; and

1.2.6 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

1.4 Words importing the singular number shall include the plural and vice versa.

1.5 References to any gender shall include any other gender.

• The Contract

2.1 Any and all business entered into by the Agency is subject to these Terms and Conditions, together with any appendices and fee agreements supplied with these Terms and Conditions. In the event of any conflict with any other terms and conditions, these Terms and Conditions, together with any appendices and fee agreements supplied with them, shall prevail unless agreed otherwise in writing by a Director of the Agency.

2.2 No modification or change to these Terms and Conditions, or to any appendices or fee agreements supplied with them, will be valid unless the details of such changes are in writing, signed on behalf of the Agency and the Client, and state the date on or after which such new terms will apply.

2.3 The Introduction of a Candidate, the Engagement of a Candidate, or the commencement of work or provision of services by a Candidate for the Client shall be deemed acceptance by the Client of these Terms and Conditions and any appendices or fee agreements supplied with them.

2.4 These Terms and Conditions, together with any appendices and fee agreements supplied with them, contain the entire agreement between the Agency and the Client and supersede all previous terms of business, agreements and arrangements.

• Vacancies and Advertisements

3.1 The Agency shall have the right to decline, cancel or otherwise remove any vacancy advertisement provided by the Client to the Agency at any time, for any reason and without giving prior notice to the Client.

3.2 If any vacancy advertisement appears to demonstrate that the Client intends to discriminate on the grounds of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex, or sexual orientation, it will be declined unless the vacancy is exempt from the provisions of the Equality Act 2010. In the case of any applicable exemption, the vacancy advertisement must be accompanied by a written statement explaining the exemption and how it applies to the vacancy.

3.3 If, in the opinion of the Agency, any vacancy advertisement indicates any illegal purpose on the part of the Client, the Agency may, without notice, report the vacancy and the Client to the relevant authorities. Such authorities may include, but are not limited to, the Department for Work and Pensions, ACAS, the Information Commissioner’s Office and the Recruitment and Employment Confederation.

3.4 Vacancy advertisements shall remain open and viewable by prospective Candidates for a period of up to 4 weeks or otherwise as agreed between the Agency and the Client.

3.5 All vacancy advertisements shall contain details of no more than one single vacancy unless otherwise agreed in writing between the Agency and the Client.

• The Agency’s Obligations

4.1 The Agency shall endeavour to find suitable and willing Candidates to fill such vacancies as are notified to the Agency by the Client or to notify the Client if the Agency believes it is unable to assist with the Client’s requirements.

4.2 The Agency shall endeavour to ensure that all vacancy advertisements are published on the date agreed with the Client or, where no date is agreed, within 48 hours of receiving details of the vacancy, unless advertisement is not required due to Candidate availability within the Agency’s talent pools or viable alternatives such as CV databases being the better option.

4.3 The Agency shall endeavour to ensure that all Candidates introduced to the Client have the experience, qualifications and necessary Right to Work authorisations required by the Client, by law, or by any professional body for the position(s) that the Client wishes to fill. The Agency shall also endeavour to verify the identity of Candidates prior to introducing them to the Client.

4.4 At the same time as proposing a Candidate to the Client, the Agency shall inform the Client of such matters as detailed in Clause 4.3 of which the Agency has obtained confirmation.

4.5 The Agency shall endeavour to take all reasonable steps to ensure that Clients and Candidates are aware of any requirements imposed by law or any professional body on the vacancy or vacancies that the Client seeks to fill.

4.6 The Agency shall endeavour 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.

4.7 The Agency cannot guarantee to find a suitable Candidate for each vacancy and gives no warranties as to the suitability of any Candidate.

4.8 Where a Candidate is offered or applying for Engagements that involve working with or caring for any persons under the age of 18, the elderly, the infirm or anyone in need of care and attention, the Agency shall take all reasonably practicable steps to obtain and make available to the Client copies of all necessary qualifications or authorisations required for the Engagement, two references from persons unrelated to the Candidate, and confirmation that the Candidate is not unsuitable to work with vulnerable people.

• The Client’s Obligations

5.1 The Client shall provide to the Agency all information which is reasonably required for the Agency to provide the Services. The Client shall use its best endeavours to ensure that such information is complete, accurate and up to date.

5.2 The Client shall ensure that all information provided to the Agency does not contain any material which could be regarded as offensive, indecent, obscene, illegal, dishonest, untruthful, defamatory or discriminatory.

5.3 The Client shall ensure that all information provided to the Agency does not contain any material which infringes the rights of any third parties, including but not limited to intellectual property rights.

5.4 The Client must provide the Agency with details of the vacancies that the Client wishes to fill, which must include the type of work required, the date of commencement, the duration, the hours, rates of pay and location, as well as the experience, training, qualifications and any authorisations required by law, the Client and any professional body for the position(s).

5.5 The Client must inform the Agency of any health and safety risks or requirements of the vacancies the Client wishes to fill, as well as the action taken by the Client to minimise and control such risks.

5.6 The Client must not seek to employ any member of the Agency’s staff. In the event that any member of the Agency’s staff accepts an Engagement with the Client, the Client must pay an Introduction Fee in accordance with Clause 6.

5.7 The Client acknowledges that the Agency is under no obligation to provide the Services until all required information has been provided by the Client in accordance with Clause 5.1.

5.8 Subject to Clauses 4.3 and 4.8, the Agency shall not verify or otherwise check any Candidate details or other information about the Candidate, however obtained by the Client or provided by the Agency to the Client. The Client shall have sole responsibility to verify and otherwise check any such details and information.

5.9 It shall be the sole responsibility of the Client to obtain any required permits, including but not limited to work permits.

5.10 It shall be the sole responsibility of the Client to arrange for any required medical examinations or investigations.

5.11 The Client must notify the Agency immediately of any offer of an Engagement that it makes to a Candidate.

5.12 The Client must notify the Agency immediately of the acceptance by a Candidate of any offer of Engagement that is made to that Candidate and provide details of the Candidate’s remuneration.

5.13 The Client must, within 3 days of offering an Engagement to a Candidate, provide the Agency with a copy of the job offer or contract given to the Candidate.

5.14 Notwithstanding Clauses 4.3 and 4.8, the Client must satisfy itself as to the suitability of a Candidate for any vacancy, and the Client shall be responsible for taking up references and checking the validity of qualifications and authorisations.

5.15 Where the Client Engages a Candidate directly, the Client shall be responsible for payment of remuneration to the Candidate.

• Fees and Payment

6.1 The Agency shall charge the Client for the supply of Candidates on a temporary basis at the agreed hourly or daily charge rate, as confirmed in writing between the parties prior to the commencement of any assignment.

6.2 The charge rate shall include the Candidate’s pay, statutory costs and the Agency’s margin. The Client agrees to pay all invoices submitted by the Agency in accordance with the agreed payment terms set out in Appendix 2.

6.3 In the event that the Client Engages a Candidate directly or indirectly other than through the Agency before the completion of the Qualifying Period specified in Clause 7, the Client shall be liable to pay to the Agency a Transfer Fee.

6.4 The Transfer Fee referred to in Clause 6.3 shall be calculated as the total value of the Agency’s margin that would have been payable by the Client had the Candidate continued to be supplied by the Agency for the remainder of the Qualifying Period.

6.5 For the purposes of Clause 6.4, the Agency’s margin shall be calculated based on the average hours or days worked by the Candidate during the preceding 12-week period or, if shorter, the duration of the assignment, multiplied by the agreed margin per hour or day for the remainder of the Qualifying Period.

6.6 The Client shall not be liable for any Transfer Fee where it elects to continue to engage the Candidate through the Agency for the Extended Hire Period in accordance with Clause 7.

6.7 Where the Agency Introduces a Candidate to the Client and the Client Engages that Candidate directly without any prior temporary assignment through the Agency, the Client shall be liable to pay an Introduction Fee in accordance with Appendix 1.

6.8 An Introduction Fee shall become payable where the Client Engages a Candidate within 26 weeks of the Introduction, whether directly or indirectly, and regardless of whether the Engagement is permanent, temporary, or via a third party.

6.9 The Introduction Fee for permanent recruitment shall be payable upon the commencement of the Candidate’s Engagement.

6.10 The Agency reserves the right to charge interest at the rate of 2.5% above the Bank of England base rate per annum on any overdue sums from the due date until payment is made in full.

6.11 All fees and charge rates are exclusive of VAT, which shall be payable at the applicable rate.

• Temporary to Permanent Engagement, Transfer Fee and Extended Hire Period

7.1 This Clause 7 applies where a Candidate supplied by the Agency to the Client on a temporary basis, whether directly or indirectly, is subsequently Engaged by the Client or by any third party to whom the Client has introduced the Candidate.

7.2 In the event that the Client wishes to Engage a Candidate directly or indirectly before the completion of 26 weeks from the commencement of the Candidate’s first assignment with the Client, the “Qualifying Period”, the Client shall, at its option:

7.2.1 pay to the Agency a Transfer Fee in accordance with Clause 6; or

7.2.2 continue to engage the Candidate through the Agency for the remainder of the Qualifying Period, the “Extended Hire Period”, after which no Transfer Fee shall be payable.

7.3 Where the Client elects for the Extended Hire Period under Clause 7.2.2, the Client shall continue to engage the Candidate through the Agency on the same terms, including charge rates, that applied immediately prior to the election, unless otherwise agreed in writing.

7.4 Upon completion of the Qualifying Period, the Client may Engage the Candidate directly or indirectly without liability to pay a Transfer Fee, provided that the Client gives the Agency not less than one week’s prior written notice of its intention to do so.

7.5 For the purposes of this Clause 7, the Qualifying Period shall be calculated from the first day on which the Candidate commences an assignment with the Client. Any break in the assignment of less than 6 weeks shall not interrupt continuity for the purposes of calculating the Qualifying Period.

7.6 If the Client Engages the Candidate directly or indirectly within the Qualifying Period without complying with Clause 7.2, the Transfer Fee shall be immediately payable in full.

7.7 An Engagement for the purposes of this Clause 7 includes, but is not limited to, any engagement by the Client, any associated company, or any third party to whom the Client has introduced the Candidate, whether as an employee, worker, contractor, consultant, or via any intermediary, including but not limited to umbrella companies, subcontractors, CIS arrangements, personal service companies, payroll companies or other agencies.

• Confidentiality

8.1 Each Party undertakes that, except as provided by Clause 8.2 or as authorised in writing by the other Party, it shall, at all times:

8.1.1 keep confidential all Confidential Information;

8.1.2 not disclose any Confidential Information to any other party;

8.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions;

8.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

8.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of Clauses 8.1.1 to 8.1.4.

8.2 Either Party may:

8.2.1 disclose any Confidential Information to:

8.2.1.1 any sub-contractor or supplier of that Party;

8.2.1.2 any governmental or other authority or regulatory body; or

8.2.1.3 any employee or officer of that Party or of any of the aforementioned persons;

to such extent only as is necessary for the purposes contemplated by these Terms and Conditions, or as required by law, and in each case subject to that Party first informing the person in question that the Confidential Information is confidential and, except where the disclosure is to any such body as is mentioned in Clause 8.2.1.2 or any authorised employee or officer of any such body, obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 8, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

8.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is, or has become, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.

8.3 The provisions of this Clause 8 shall continue in force in accordance with their terms, notwithstanding the termination of these Terms and Conditions for any reason.

• Data Protection

9.1 In this Clause 9:

“Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom relating to data protection and privacy including, but not limited to, the UK GDPR, the Data Protection Act 2018 and regulations made thereunder, and the Privacy and Electronic Communications Regulations 2003 as amended.

“personal data” means personal data as defined in the Data Protection Legislation.

9.2 All personal data that either the Agency or the Client, the “First Party”, may use will be collected, processed and held by that First Party in accordance with the provisions of Data Protection Legislation and the rights under the Data Protection Legislation of the other party, the “Other Party”, and the rights under the Data Protection Legislation of any third party.

9.3 For complete details of the First Party’s collection, processing, storage and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Other Party’s and any third party’s rights and how to exercise them, and personal data sharing where applicable, the Other Party should refer to the Privacy Notice of the First Party. The respective Privacy Notices of each Party are at www.tempeo.co.uk/privacypolicy/

9.4 All personal data to be shared by the First Party with the Other Party under these Terms and Conditions shall be shared in accordance with the terms of any applicable Data Sharing Agreement entered into by the Parties.

9.5 All personal data to be processed by the First Party on behalf of the Other Party under these Terms and Conditions shall be processed in accordance with the terms of any applicable Data Processing Agreement entered into by the Parties.

• Liability

10.1 With the exception of death or personal injury due to negligence or fraud by the Agency, the Agency shall not be liable or responsible for any loss or damages of any nature whether direct or indirect, including any loss of profits, loss of business, loss of revenue, loss of anticipated savings, or any consequential damages suffered or incurred by the Client, howsoever caused or arising, whether due to breach of contract, tort including negligence and breach of statutory duty, as a result of the Introduction of a Candidate to the Client by the Agency, the Engagement of a Candidate Introduced by the Agency, the failure of the Agency to Introduce any Candidate to the Client, or otherwise arising out of or in connection with the Services or any agreement for the Services between the Agency and the Client.

• Indemnity

11.1 The Client shall indemnify the Agency against any costs, liability, damages, loss, claims or proceedings incurred directly or indirectly by the Agency which may arise out of the Client’s use of the Services or out of any breach by the Client of any of these Terms and Conditions.

• Force Majeure

12.1 Neither Party to these Terms and Conditions shall be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, or any other similar or dissimilar event that is beyond the control of the Party in question.

• Relationship

13.1 Nothing in these Terms and Conditions shall create a partnership, agency, employer and employee relationship, or other relationship between the Agency and the Client.

• Severance

14.1 In the event that any part of these Terms and Conditions is declared to be invalid, unlawful, void or unenforceable, such part shall be severed and the remaining terms and conditions shall continue to be valid and enforceable to the fullest extent permitted by law.

• Third Parties

15.1 No provision of these Terms and Conditions shall confer any benefit on or be enforceable by any person who is not a party to these Terms and Conditions under the Contracts (Rights of Third Parties) Act 1999.

• Waiver

16.1 No failure or delay by either Party in exercising any right or remedy available to it will constitute a waiver of that or any other right or remedy. No waiver or amendment of any clause will be effective unless confirmed in writing by the relevant Party.

• Law and Jurisdiction

17.1 These Terms and Conditions, including any non-contractual matters and obligations arising from or associated with them, shall be governed by and construed in accordance with the laws of England and Wales.

17.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions, including any non-contractual matters and obligations arising from or associated with them, shall fall within the exclusive jurisdiction of the courts of England and Wales.

Appendix 1

• Temporary Worker Provision

1.1 Charge rates for any job role not already agreed will be agreed at the point the Agency agrees to take on the Client’s requirements, to be confirmed in writing between the Parties.

• Permanent Recruitment Fees (Applicable to Direct Introductions Only)

Salary: Up to £50,000
Fee: £3,500

Salary: £50,000 and over
Fee: £4,500

Appendix 2

Payment Terms

2.1 Payment terms are agreed on a client-by-client basis.

2.1.1 Permanent placement invoices are raised on the start date of placement.

2.1.2 Temporary placement invoices are raised on the last day of the week worked.