Standard Terms of Business for Direct Engagement
- Definitions in These Terms:
“Company” refers to iCarePeople Ltd, Company Number SC701343 Registered Office – 5 South Charlotte Street, Edinburgh, EH2 4AN.
“Client” refers to the organisation engaging iCarePeople Ltd for recruitment services.
“Candidate” refers to any individual introduced by the company to the Client for employment.
“Engagement” means the employment, hire or other use of a Candidate by the Client or a third party introduced by the Client.
“Exclusivity” means the Company will be the sole supplier of Candidates to fulfil Engagement.
“Introduction” refers to the Company iCarePeople conducting: –
a) the interview of a Candidate, by telephone, via Teams or any other method; or passing a Curriculum Vitae about the Candidate to the Client.
Third Party” refers to any individual, Company, Partnership, or legal entity that is not party of this contract and does not have direct contractual obligations or entitlements under the terms. For the avoidance of doubt, subsidiary, and associated companies of the Client (as defined by s.993 of the Companies Act 2006 and s.839, s840 of the Income and Corporation Taxes Act 1988 respectively) are included in this definition.
- Introduction and Scope of Agreement
2.1 These Terms and Conditions apply to the permanent recruitment services provided by iCarePeople and shall prevail over any other terms put forward by the Client.
2.2 By requesting or accepting an introduction of a Candidate, the Client is deemed to have accepted these terms in full.
- Obligations of the Company – iCarePeople Ltd
3.1 The Company will use reasonable endeavours to source suitable Candidates based on the Job Description and requirements provided by the Client.
3.2 Candidates will be pre-screened and assessed where possible for suitability, eligibility to work in the UK and alignment with the Clients requirements.
3.3 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.
3.4. The Company shall use reasonable endeavours to introduce one or more suitable Candidates to meet the requirements of the Client for any vacancy. The Company cannot guarantee to find a suitable Candidate for each vacancy.
3.5. The Company will use reasonable endeavours to ensure the suitability of the Candidate, but it does not take up references nor seek independent verification of the information supplied by a Candidate. No warranty either expressed or implied is given by the Company as to the suitability of the Candidate for the purposes of the Client or as to the accuracy of any references supplied or qualifications of the Candidate. The Company accepts no responsibility in respect of matters outside its knowledge.
3.6 All information given by the Company about a Candidate is given in good faith and in reliance on information given to them by the Candidate. It shall be the responsibility of the Client to take such steps necessary, to satisfy itself of the suitability of the Candidate and to verify the accuracy of the information supplied by or any statement made by the Candidate. The Client is strongly advised to take up any references provided by the Candidate before engagement.
3.7 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.
3.8 Notwithstanding clause 3.6 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.
3.9 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.
- Client Responsibilities
4.1 The Client agrees to provide accurate and full information regarding the role, including job description, renumeration, working conditions and any legal or regulatory requirements.
4.2 The Client shall be responsible for obtaining all work, security and other permits, verifying professional and academic qualifications, the arrangement of medical examinations and/or investigations into the medical history of the Candidate, satisfying any medical and other requirements or qualifications required by law for the position, which the Candidate is sought.
4.3 The final decision to engage a candidate rest solely with the Client.
4.4 The Client shall provide details of the date they requires the Candidate to commence work, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with the Client.
4.5 The Client shall inform the Company within two business days where it receives details of a Candidate 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.
4.6 The Client shall be liable to pay the Fee where an offer of engagement has been made verbally or in writing by the Client, and which is subsequently withdrawn by the Client after acceptance by the Candidate either verbally or in writing.
4.7 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 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.
- Fees
5.1 The Client shall pay the Company a fee calculated in accordance with clause 4.6 where it Engages, whether directly or indirectly, any Candidate Introduced by or through the Company within 12 months from the date of the Company’s Introduction.
5.2. Introductions of Candidates are confidential. Where the Client discloses to a Third Party any details regarding a Candidate Introduced to the Client by the Company and that Third Party subsequently Engages the Candidate within 12 months from the date of the Introduction, the Client shall pay the Company fee as set out in clause 6.1 and there shall be no entitlement to any rebate or refund to the Client or to the Third Party.
5.3 The fee shall be calculated as a percentage of the Candidate’s Remuneration applicable during the first 12 months of the Engagement (as set out in the table below) or a fixed amount of £5,000 – whichever is the higher.
Permanent Placement Fee Table
|
Candidate Salary Band |
Fee (% of Annual Gross Salary) |
|
Up to £20,000 |
15% |
|
£20,000 – £30,000 |
18% |
|
£30,000 – £50,000 |
21% |
|
£50,000 – £75,000 |
25% |
|
Over -£75,000 |
35% |
The Company will charge VAT on the fee where applicable.
5.4 Where the amount of the actual Remuneration is not known or disclosed, the Company will charge a fee calculated in accordance with clause 5.3 on the maximum level of remuneration applicable for the position or type of position the Candidate had been originally submitted to the Client for and/or a comparable position in the general marketplace.
5.5 Fees are subject to VAT at the prevailing rate.
5.6 Invoices are issued on the Candidates start date and payable within 7 days of the invoice date.
5.7 Late payments will accrue interest at 2% per month, plus reasonable collections costs if applicable.
- Rebate and Replacement Policy
6.1 If the Candidates employment is terminated within 12 weeks, the Client is entitled to a replacement at no additional fee, providing: –
(a)Notice is given to the Company within five working days of termination.
(b)The invoice is paid in full and on time.
(c)The role and location of employment remain the same.
(d)The termination was not due to redundancy or restructuring.
6.2 If a suitable placement is not found within 30 days, at the Company’s discretion, a partial refund may be issued based on a pro rata scale.
- Rebate and Replacement Policy
7.1 All Candidates details must be treated strictly confidential.
7.2 Disclosure to any third party resulting in the Candidates engagement by that third party will result in a full fee being payable.
7.2 The Company shall raise invoices in respect of the charges payable and the Client agrees to pay the amount due within seven calendar days of the date of the invoice.
7.3. All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated within clause 5.3 unless the Client notifies the Company in writing within five business days of the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does 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.
7.4. The Company reserves the right to charge interest on invoiced amounts overdue at the statutory rate as prescribed pursuant to Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 (as may be calculated using the calculator on the website: www.payontime.co.uk).
- Rebates
8.1. In the event of the Candidate leaving the Client’s service within the agreed rebate time period, the Company will have Exclusivity for a period of 4 weeks to introduce a replacement Candidate; and where the Client Engages a replacement Candidate, the Client shall pay the Company a fee calculated in accordance with clause 5.3 above (“Charges/Fees”).
8.2. Where the Client qualifies for a rebate in accordance with 7.3, and the Engagement of the Candidate is terminated by the Client or by the Candidate within the time periods specified below, the Client shall be entitled to a rebate of the fee pursuant to the table below:
|
Duration of Engagement |
Rebate (% of Fee to refunded) |
|
Weeks 1-2 |
100% |
|
Week 3-4 |
80% |
|
Week 5-6 |
60% |
|
Week 7-8 |
40% |
|
Week 9- 10 |
20% |
|
Week 11-12 |
10% |
|
Week 12 |
0% |
- Introductions and Liability
9.1 If a Candidate introduced by the Company is engaged within 12 months of the initial introduction, whether directly or indirectly a full fee is payable.
9.2 The Company does not accept liability for any loss, damage, or expense incurred by the Client because of the Candidate’s engagement, performance, or termination.
- Client Obligations
10.1 To enable the Company to comply with its obligations under clause 3 the Client undertakes to provide 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.
10.2 Where prior to the commencement of the engagement the Company and the Client agree that the engagement will be based on a fixed term of less than 12 months, the fee will be calculated pro rata. If the Client (a) extends the Engagement beyond the initial fixed term or (b) re-engages the Candidate within 12 calendar months from the date of termination of the agreed period of the fixed term engagement, then the Client shall be liable to pay a further fee based on the additional remuneration applicable for the extended period of engagement.
10.3 When agreed with the Client, charges incurred by the Company at the Client’s written request in respect of advertising or any other matters will be charged to the Client in addition to the fee, and such charges will be payable whether or not the Candidate is engaged.
10.4The Client shall be responsible for obtaining all work, security and other permits, verifying professional and academic qualifications, the arrangement of medical examinations and/or investigations into the medical history of the Candidate, satisfying any medical and other requirements or qualifications required by law for the position, which the Candidate is sought.
- Termination
11.1 These terms may be terminated by either party without liability to the other if 5 calendar days written notice of termination is given or if either party makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1976) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction) or either party ceases, or threatens to cease, to carry on business.
- 12. Equal Opportunities
12.1 The Company is committed to equal opportunities and expects the Client to comply with all anti-discrimination legislation regarding the selection and treatment of Candidates.
- Non-solicitation
13.1 The Client agrees that it shall not engage or employ any person employed by the Company for the duration of this agreement and six months thereafter. In the event of a breach of this clause the Client shall be liable to pay the Company an immediate payable fee listed in Clause 5.
- Data Protection
14.1 Both parties shall comply with the Uk General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018
14.2 The Company may retain and process Candidate Data for recruitment purposes in accordance with its Privacy Policy.
- Marketing
15.1 To attract Candidates and for the purposes of successfully representing the Client whilst providing the recruitment services, The Client permits the Company to use the Client’s trademarks, logos and/ or brand names for any marketing and/or promotional purposes, unless otherwise agreed in writing.
- Termination
16.1 Either party may terminate the relationship at any time with written notice, without affecting any accrued rights or liabilities.
16.2 Any outstanding fees or contractual obligations survive termination.
- Force Majeure
17.1 The Company shall not be liable for delays or failure to perform its obligations where such failure results from events beyond its reasonable control, including but not limited to acts of God, War, pandemics, or industrial action.
- Governing Law and Jurisdiction
18.1 These Terms and Conditions are governed by the laws of Scotland. Any dispute shall be subject to the exclusive jurisdiction of the Scottish Courts.
- Variation
19.1. No variation or alteration of these Terms shall be valid unless approved in writing by the Client and iCarePeople.
- General
20.1. Any failure by the Employment Business to enforce at any time any of the clauses pursuant to these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.
20.2 Headings contained in these Terms are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate.
20.3 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.
20.4 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.
20.5. Any reference to legislation, statute, act, or regulation shall include any revisions, re-enactments or amendments that may be made from time to time.
- Sign Off
Client Signature: ———————————–
Print Name: ———————————–
Date: ———————————–
For and on behalf of Client
Company Signature: ———————————-
Print Name: ———————————
Date: ———————————-
For and on behalf of iCarePeople
