SystemsAccountants Limited – Permanent Terms
A. The Contract Documents
A.1 These are the terms and conditions (the “Conditions”) which set out the basis on which the Client has instructed the Company to conduct the Assignment.
A.2 The Conditions apply to the recruitment of individuals on permanent contracts or fixed term salaried contracts (as defined below). All such recruitment business transacted with SystemsAccountants Limited or its subsidiaries, trading divisions or brands (including SystemsAccountants, Bradshaw Partners and/or SA) or any other associated company (each of whom is referred to in these Conditions as the “Company”) is subject to the terms and conditions set out in this Agreement.
We have separate conditions for the recruitment of Limited Company Contractors, and these will be sent to clients only when we are introducing contractors.
A.3 The Conditions and the Client’s acceptance of them shall constitute a binding contract between the Client and the Company for each Assignment (as defined below) which the Client instructs the Company to undertake (this “Agreement”). The Client’s acceptance will be signified by the Client’s written or email acceptance of the Conditions or, if no such written or email acceptance is issued, by the Client requesting the Company (whether in writing, by email or orally) to commence work on the Assignment or interviewing (directly or through any third party on the Client’s behalf) any Applicant whose CV is sent by the Company to the Client.
A.4 Where the Engagement is for a fixed term which term is extended by subsequent agreement in writing between the Company and the Client (in the case of the Engagement of a Limited Company Contractor) (or if no written agreement is signed, if the Client requests such an extension and the Limited Company Contractor continues to work for the
Client during the extended period), or by agreement between the Company and the employee (in the case of the Engagement of an individual), the period of the Engagement for the purposes of this Agreement shall be extended accordingly.
For the purposes of these Conditions, the following terms shall have the following meanings:-
Applicant means any individual, Introduced by the Company.
Assignment means the undertaking of recruitment services by the Company for a Client (or any Associate of the Client), which includes the search for, identification of, and selection of, individuals and the subsequent management of the recruitment and interview process.
Associate means (i) (where the Client is a company) any parent undertaking or subsidiary undertaking of the Client or subsidiary undertaking of such a parent undertaking (as those terms are defined in Section 1162 of the Companies Act 2006, save that for the purposes of Section 1162(2) an undertaking shall be treated as a member of another undertaking if any shares in that other undertaking are held by a person (or that person’s nominee) by way of security or in connection with the taking of security granted by the undertaking) or
(ii) (where the Client is another form of organisation) any company or organisation under the same or materially the same, ownership or control as the Client and (iii) (in any case) any third parties introduced to the Applicant by the Client.
Client means the person, firm or corporate body to which the Applicant is Introduced and includes a deemed reference to any Associate of the Client for whom the Assignment is carried out or who employs or otherwise engages the services of an Applicant whether directly or indirectly.
Engagement means the employment or engagement of an Applicant by the Client, directly or indirectly, under any fixed term or permanent agreement or arrangement for the provision of services, which agreement or arrangement is made before the first anniversary of the Introduction Date, and Engaged and Engages shall be interpreted accordingly.
Engagement Termination Date means the date the employment of the Applicant in respect of the applicable Permanent Contract Engagement terminates.
Fixed Term Contract Engagement means the Engagement of an individual employed by the Client on a fixed term salaried contract.
Introduction means the arrangement by the Company of an interview by or on behalf of the Client of an individual or the submission by the Company to the Client of an individual’s CV (via email, a client’s recruitment portal, or any other means), and Introduced and Introduces shall be interpreted accordingly.
Introductory Fee means the fee payable by the Client in accordance with paragraph 1, 3 & 6 in the circumstances specified in those paragraphs.
Introduction Date means the date of any interview of an Applicant which the Company arranges or, where there is a second or further interviews with that Applicant, the date of the last such interview or, where no such interview takes place, the date on which the Company submits the Applicant’s CV to the Client.
Permanent Contract Engagement means the Engagement of an individual employed by the Client on a permanent salaried basis.
Remuneration means the aggregate of the gross salary of the Applicant during the first 12 months of the Engagement (or where the Engagement is for a fixed term of less than 12 months, during the period of the Engagement) together with any other sums (gross) earned by or payable to the Applicant during that 12 month period (or shorter period as applicable where stated) (whether or not paid during said periods or thereafter) directly or indirectly as a consequence of the Engagement including but not limited to any guaranteed bonuses/commissions/profit share payments, car (on the basis specified below) or car allowances, relocation allowances and, without prejudice to the generality of the foregoing, any other taxable benefit(s), in each case paid in or by reference to that 12 months period (or shorter period where applicable as stated). Where the Client provides a company car, a notional amount of £6,000 for the first 12 months’ period (prorated where the Engagement is for a shorter fixed term) will be added to the salary in order to calculate the fee levied by the Company.
Relevant Remuneration has the meaning given in paragraph 3.
Retention means the retention of services in any capacity in any role, including without limitation, as an individual, or via a partnership, corporate or third party entity and in any position either full or part time or permanent.
Salaried Contractor means an individual employed under a Fixed Term Contract Engagement.
Transfer Fee means the fee payable by the Client in accordance with paragraph 7 in the circumstances specified in the paragraph.
VAT means value added tax and any similar sales, consumption or turnover tax whether chargeable in the United Kingdom or elsewhere in the world.
C. FEES, PAYMENT TERMS & VAT
C.1 The Client will pay the Company an Introductory Fee in accordance with paragraph 1 in respect of the Engagement of any individual on a permanent basis.
C.2 The Client will pay the Company an Introductory Fee in accordance with paragraph 3 in respect of the Engagement of any individual on a fixed term basis.
C.3 Introductory Fees (save as the Introductory Fee under paragraph 6) will be invoiced on the date on which a successful Applicant starts his or her Engagement and are payable within 28 days from invoice date.
C.4 Where the Company Introduces the Applicant to the Client, but the Client does not initially proceed with the Engagement but, before the first anniversary of the Introduction Date, the Client recruits the Applicant directly or via another employment business or other party, the Client will pay the Company an Introductory Fee in accordance with paragraph 6.
C.5 Where the Client Engages, on a permanent contract, an Applicant Introduced by the Company for a Fixed Term Contract Engagement, the Client will pay the Company a Transfer Fee in accordance with paragraph 7. Where the Client having initially Engaged an Applicant supplied by the Company, then engages the same Applicant through another employment business or other third party, the Client will pay the Company a Transfer Fee in accordance with paragraph 7. Introductory Fees are payable on the dates specified in paragraphs 6. Transfer Fees are payable within 28 days from invoice date.
C.6 The Company reserves the right to charge interest on any overdue amounts due by the Client under this Agreement at the rate of 8% per annum above the base rate of the Bank of England from the due date until the date of payment.
C.7 All fees payable by the Client shall be exclusive of any VAT chargeable thereon, which shall be payable in addition to the fees by the Client in exchange for a VAT invoice, where applicable.
C.8 Purchase Orders: If a Purchase Order is required pursuant to this Section, Client shall deliver to Company a written Purchase Order prior to the start date of the Assignment Employee.
C.9 If no initial employment results, but there is a subsequent Retention of the candidate by the Client within twelve months of the date of their Introduction by the Company, then the Client shall immediately be liable to the Company for the relevant fee.
D.1 Notices requiring to be served under this Agreement shall be served via email or letter to the relevant party and at the relevant address specified in the Engagement Letter. Notice shall be deemed served 24 hours after the issue of such email or letter provided the email or letter has been properly addressed and sent, in the case of letter, by first class mail, special delivery or courier for delivery on the next business day.
D.2 Force Majeure the Company shall not be in breach of this Agreement nor liable for any failure or delay in performance of any obligations under this Agreement arising from or attributable to acts, events or circumstances beyond the Company’s reasonable control including, but not limited to, Acts of God, fire, flood, storm, tornado, earthquake, war, terrorist attack, civil war, civil commotion, riots, interruption or failure of a utility service, strikes or labour disputes (but not where they involve the Company’s employees) or government action (but not regulatory or legislative change) (a “Force Majeure Event“). The Company shall use reasonable endeavours to mitigate the effect of the Force Majeure Event and to resume the performance of its obligations, in whole or in part, as soon as reasonably practicable.
D.3 Entire Agreement this Agreement sets out the entire agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. This Agreement applies to the exclusion of any terms or conditions contained in any quotation, proposal or other document submitted to or by the Company.
D.4 Warranty the Client acknowledges that it has not been induced to enter into this Agreement in reliance on, nor has it been given, any warranty, representation, statement, assurance, undertaking, indemnity or commitment of any nature other than as expressly set out in these Conditions or the Engagement Letter and, to the extent that it has been so induced, the Client unconditionally and irrevocably waives any claims, rights or remedies which it might otherwise have had in relation to the same. This provision does not apply in circumstances of fraud or fraudulent concealment by the Company.
D.5 Variations subject to paragraph A.4 as regards extensions of this Agreement, variations to this Agreement shall require the written approval signed by both parties.
D.6 Waiver no waiver of any breach shall constitute a waiver of that or any future breach or of any right or remedy of either party in that respect or preclude or restrict the further exercise of that or of any other right or remedy.
D.7 If any part of this Agreement is found to be invalid, illegal or unenforceable in any jurisdiction, that provision or part of a provision shall, to the extent required, be deemed to be deleted and not to form part of this Agreement in the relevant jurisdiction, but this will not affect the remainder of the Agreement, or the validity, legality or enforceability of the provision in any other jurisdiction, which will remain in full force and effect.
D.8 Laws and Jurisdiction the Agreement is governed by the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English Courts.
D.9 Neither party shall be entitled to enter into any contract on behalf of the other or pledge the credit of the other.
D.10 Headings are for convenience only and do not affect or restrict the interpretation of the Conditions.
D.11 Survival the rights and obligations of the parties which by their nature are intended to survive termination or expiry of this Agreement shall remain in full force and effect after such termination or expiry.
D.12 Rights of Third Parties this Agreement shall not give any rights to third parties and excludes all legislation which purports to do so. No person who is not a party to the Agreement may enforce any of its terms.
D.13 General liability the Client acknowledges and agrees that the Client has carried out a thorough risk assessment of its site, equipment and working conditions and the Client is not aware of any health and safety risks. The Company shall not, under any circumstances, be liable to the Client or any other person for any direct, indirect or consequential loss, expense or damage of any kind (including, without limitation, loss of profit) arising out of or in connection with the recruitment, appointment, employment or retention of any candidate. For the avoidance of doubt, nothing in these Terms shall exclude or restrict the liability of the Company for fraudulent misrepresentations made by it.
Conditions in Respect of Permanent Engagements
1. Introductory Fees
Introductory assignments are instructed by Clients who wish to utilise the services of the Company to source Applicants for an open permanent, salaried vacancy. Fees for Introductory assignments are payable only on the successful conclusion of the recruitment process.
Where the Company is seeking to provide Applicants for a Permanent Contract Engagement, an Introductory Fee of 30% of the Remuneration is payable in the event of an Applicant Introduced by the Company being Engaged by the Client.
In the event that the Engagement of an Applicant recruited by the Company under an assignment shall be terminated within 56 days of the start of the Engagement, then the Company shall endeavour to find a replacement at no extra cost to the Client. The Company will be entitled to 4 weeks of exclusivity to source a suitable replacement, during which time the Client will not engage the services of a third party to source candidates for the replacement position without the prior agreement in writing of the Company. For this purpose, a suitable replacement is an individual whose profile, skills, qualifications and experience match the job specification of the post which the relevant Applicant filled.
If the Company is unable to find a suitable replacement after the conclusion of this 4 week period then, provided that:
- the Client has paid the Introductory Fee by the due date (28 days from invoice date) in accordance with these Conditions; and
- no sums, whether relating to the Applicant or otherwise, are due to the Company from the Client; and
- the Client has notified the Company in writing within seven business days of the termination of the Engagement; and
- the Client has adhered to the provision of 4 weeks’ exclusivity to the Company to source a suitable replacement; and
- for twelve calendar months following the termination of the Engagement, the Client does not re-engage the Applicant; and
- the termination of the Engagement is lawful, in accordance with the terms of the employment contract between the Client and the Applicant or, in the absence of such a contract, in compliance with any minimum notice requirements under statute, and reasonable and not by reason of redundancy or by any alteration in the original job specification,
the Client shall be entitled to a rebate of a proportion of the Introductory Fee depending on when the Engagement Termination Date occurs as follows:
Where the Engagement Termination Date is:
- up to 28 calendar days from start date of the Engagement: 75% refund
- 29 to 42 calendar days from the start date of the Engagement: 50% refund
- 43 to 56 calendar days from the start date of the Engagement: 25% refund
Conditions in Respect of Fixed Term Contract Engagements
3. Introductory Fees
Where the Company is seeking to provide Applicants for a Fixed Term Contract Engagement, an Introductory Fee of 30% of the Remuneration is payable in the event of an Applicant Introduced by the Company being Engaged by the Client. Where the engagement is extended beyond the initial fixed term Client shall pay a further fee of 30% of the Remuneration applicable for the new period of engagement up to a total of 12 months total engagement. Introductory Fees are payable only on the successful conclusion of the Recruitment Process.
For Fixed Term Contract Engagements of 3 months and over, the rebate policy is as set out in paragraph 2 for permanent placements, pro-rated for the length of the Fixed Term Engagement where it is for less than 12 months. For the purpose of this pro-rating, the time periods referred to in paragraph 2 within which the Engagement Termination Date occurs shall be deemed to apply to 12 month contracts and any part of a calendar month during which the Applicant is Engaged shall be treated as a full calendar month.
5. Minimum 3 month term and fee
The Company does not offer Fixed Term Contract Engagements of less than 3 months’ duration. A minimum Introductory Fee of £2500 applies to all Fixed Term Contract Engagements, irrespective of their actual duration.
Conditions in Respect of Fixed Term Contract Engagements
6. Introductory Fees for Applicants Introduced (but not supplied) by the Company on a Fixed Term or Permanent basis
Introductory Fees in accordance with the above are payable in the following circumstances: –
If an Applicant, who has been Introduced by the Company to the Client but not Engaged, is, before the first anniversary of the Introduction Date:
(a) engaged to work for the Client having been supplied by another employment business or other third party or
(b) employed directly by the Client, either on a temporary or permanent basis,
the Client shall immediately inform the Company of such engagement or employment and, within 14 days from the Applicant’s start date with the Client, pay the Company an Introductory Fee equivalent to 30% of the Remuneration (or Notional Remuneration Amount as defined in this paragraph below).
If the Client does not so inform the Company, the Introductory Fee becomes due within 2 days of the Applicant’s start date with the Client.
Introductory Fees are due under these Conditions for the purposes of paragraph C6 whether or not the Company has submitted an invoice to the Client for the due amount.
The Notional Remuneration Amount is used where the actual amount of the Remuneration is not known by the Company and means the Remuneration quoted to the Client in the Introduction process.
For the avoidance of doubt, Introductory Fees shall apply whether or not the Client has paid or is due to pay any fee or other payment to any third party (including any other employment business).
7. Transfer Fees for Applicants Introduced (and Supplied) by the Company
Transfer Fees are payable in the following circumstances: –
1.1 in the event of the Engagement by the Client on a permanent contract of an Applicant originally supplied by the Company as a Salaried Contractor on a Fixed Term Contract Engagement; or
1.2 in the event that, having initially Engaged an Applicant supplied by the Company as a Salaried Contractor on a Fixed Term Contract Engagement, the individual is then further engaged to work for the Client but is being supplied by another employment business or other third party.
If either of the events described in paragraph 7 (1.1) or 7 (1.2) occurs within:
(a) the duration of the Engagement; or
(b) at any time within the period of 8 weeks from the day after the last day the Applicant worked on the Engagement,
the Client shall be liable to pay to the Company a Transfer Fee calculated in accordance with this paragraph 7.
The Transfer Fee shall be such an amount as, when aggregated with the Introductory Fee already paid by the Client under paragraph 3 with respect to the original Engagement of that Applicant, is equal to 30% of the Remuneration (or Notional Remuneration Amount (as defined in paragraph 6) if the actual amount of the Remuneration is not known by the Company) for a 12 month period (or such shorter aggregate period as the Applicant is working for the Client, whether supplied by the Company or subsequently by another party).
Client’s Responsibilities in Respect of Both Permanent and Fixed Term Contract Engagements
While the Company has taken reasonable care in selecting the Applicant for the Client’s approval and makes reasonable enquiries as to the qualifications and experience of the Applicant, the Client shall be solely responsible for ensuring that the Applicant is acceptable to it and has all necessary skills and experience and has obtained all necessary work permits, visas and such like for the performance of the role for which the Applicant is proposed to be Engaged, and for obtaining references (including the confirmation of any professional or academic qualifications), and for arranging any medical examination of any Applicant which may be required.
Whilst the Company will endeavour to ensure that any information provided by it in relation to an Applicant is accurate, no warranty is given in this respect and the Client hereby agrees to make any checks necessary to ensure the accuracy of the information provided.
Prior to the commencement of an Engagement, the Client agrees to provide the Company with details (in writing if requested) of all and any risks to health and safety and steps taken to prevent and/or control such risks, and any other information in relation to the position in question as may be requested by the Company.
Prior to the commencement of an Engagement, the Client will inform the Company in writing of the basis on which the Client will employ or engage the Applicant. The Company will not enter into any contract with an Applicant on behalf of the Client.