In these Terms the following definitions apply:
means the person introduced by the Agency to the Client for an Engagement including any officer or employee of the Applicant if the Applicant is a limited company and members of the Agency’s own staff
means the person; firm or corporate body together with any Subsidiary or Associated Company to which the Applicant is introduced
means Platinum Financial Recruitment Ltd registered in England and Wales with company number 06795334 and whose registered office is at 41 Greek Street, Stockport, Cheshire, SK3 8AX
any holding company from time to time of a firm or corporate body and any Subsidiary from time to time of such firm or corporate body, or any Subsidiary of any such holding company
a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business
the contract between the Agency and the Client for the supply of services in accordance with these Terms
means the engagement, employment or use of the Applicant by the Client or any third party on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement; directly or through a limited company of which the Applicant is an officer or employee
“Intellectual Property Rights”
all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world
means (i) the Client’s interview of an Applicant in person or by telephone, following the Client’s instruction to the Agency to search for an Applicant; or (ii) the passing to the Client of a curriculum vitae or information which identifies the Applicant;
includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Applicant for services rendered to or on behalf of the Client. Where the Client provides a company car, a notional amount of £5,000 will be added to the salary in order to calculate the Agency’s fee.
a company that is a subsidiary of a firm or corporate body under section 1159 of (and Schedule 6 to) the Companies Act 2006
these terms and conditions as amended from time to time in accordance with clause 2.3
Unless the context requires otherwise, references to the singular include the plural.
The headings contained in this Contract are for convenience only and do not affect their interpretation.
These Terms constitute the contract (“the Contract”) between the Agency and the Client and are deemed to be accepted by the Client by virtue of an Introduction to, or the Engagement of an Applicant or the passing of any information about the Applicant to any third party following an Introduction.
These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by the Agency, these Terms prevail over any other or conditions of, or put forward by, the Client.
No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between the 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.
NOTIFICATION AND FEES
The Client agrees:
- To notify the Agency immediately of any offer of an Engagement which it makes to the Applicant;
- To notify the Agency immediately that its offer of an Engagement to the Applicant has been accepted and to provide details of the Remuneration to the Agency including but not limited to copies of the terms of the Engagement; and
- To pay the Agency’s fee within  days of the commencement of the Applicant’s Engagement.
Except in the circumstances set out in clause 5 below, no fee is incurred by the Client until the Applicant commences the Engagement when the Agency will render an invoice to the Client for its fees.
Without limiting any other right or remedy it may have, the Agency shall have the right to charge interest on invoiced amounts unpaid for more than  days at the rate of 8% per annum above the base rate from time to time of the Bank of England accruing on a daily basis from the due date until the date of payment of the unpaid invoiced amount, whether before or after judgment, and compounding quarterly. Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Agency on the due date, the Agency may suspend all work for the Client until payment has been made in full.
Time for payment shall be of the essence of the Contract.
All sums payable to the Agency under the Contract shall become due immediately on its termination, despite any other provision. This condition 3.5 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
No payment shall be deemed to have been received until the Agency has received cleared funds.
The Client shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
In the event that the Agency refers any matter relating to the recovery of any amounts owing pursuant to the Contract to its legal advisors, the Agency shall be entitled to levy an administration fee of £100.00 plus VAT in respect of each such referral in addition to any legal expenses incurred in instructing its legal advisors.
Any payments made by the Client that are cancelled or cheques from the Client that are not honoured by the drawers bank requiring representation of the cheque, shall be subject to a charge of £35. An additional £35 shall be charged for cheques referred to drawer or each additional occasion that any other form of payment is cancelled or not honoured.
The fee payable to the Agency by the Client for an Introduction resulting in an Engagement is calculated in accordance with the fee structure below on the Remuneration applicable during the first 12 months of the Engagement. VAT will be charged on the fee.
Percentage of Total Salary
Up to £16,000
£16,001 to £20,000
£20,001 and above
In the event that the Engagement is for a fixed term of less than 12 months, the fee in clause 3.10 will apply pro-rata. If the Engagement is extended beyond the initial fixed term or if the Client engages or re-engages the Applicant within the period of 6 calendar months from the date of termination of the first Engagement or date of withdrawal of the offer, the Client shall be liable to pay a further fee based on the additional Remuneration applicable for the period of the Engagement following the initial fixed term up to the termination of the second Engagement or the first anniversary of its commencement, whichever is the sooner.
The Client shall pay all amounts due under this Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Agency in order to justify withholding payment of any such amount in whole or in part. The Agency may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Agency to the Client.
In order to qualify for the following refund, the Client must pay the Agency’s fee within  days of the Applicant commencing the Engagement and must notify the Agency in writing of the termination of the Engagement within 7 days of its termination.
If the Engagement terminates before the expiry of  weeks from the commencement of the Engagement (except where the Applicant is made redundant or the termination is due to a change in the structure of the Client’s business) the fee will be refunded in accordance with the accompanying Scale of Refund set out in the schedule to this Contract.
In circumstances where clause 3.5 applies the full fee stated in clause 3.10 is payable and there shall be no entitlement to a refund.
If, after an offer of Engagement has been made to the Applicant, the Client decides for any reason to withdraw it, the Client shall be liable to pay the Agency a minimum fee of 18% of the Remuneration where the annual Remuneration is £16,000 or less and 20% of the Remuneration where the annual Remuneration is £16,001 to £20,000 or 25% of the Remuneration where the annual Remuneration is £20,001 and above.
Introductions of Applicants are confidential. The disclosure by the Client to a third party of any details regarding an Applicant introduced by the Agency which results in an Engagement with that third party within 6 months of the Introduction renders the Client liable to payment of the Agency’s fee as set out in clause 3.10 with no entitlement to any refund.
A fee calculated in accordance with clause 3.10 will be charged to the Client in relation to any Applicant engaged as a consequence of or resulting from an Introduction by or through the Agency, whether direct or indirect, within 6 months from the date of the Agency’s Introduction.
Where the amount of the actual Remuneration is not known the Agency will charge a fee calculated in accordance with clause 3.10 on the minimum level of remuneration applicable for the position in which the Applicant has been engaged with regard to any information supplied to the Agency by the Client and/or comparable positions in the market generally for such positions.
SUITABILITY AND REFERENCES
The Agency endeavours to ensure the suitability of any Applicant introduced to the Client by obtaining confirmation of the Applicant’s identity; that the Applicant 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 that the Applicant is willing to work in the position which the Client seeks to fill.
At the same time as proposing an Applicant to the Client the Agency shall inform the Client of such matters in clause 7.1 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 Applicant is being proposed for a position which is the same as one in which the Applicant has worked within the previous five business days and such information has already been given to the Client.
The Agency endeavours to take all such steps as are reasonably practicable to ensure that the Client and Applicant are aware of any requirements imposed by law or any professional body to enable the Applicant to work in the position which the Client seeks to fill.
The 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 Applicant for the Applicant to work in the position which the Client seeks to fill.
Notwithstanding clauses 7.1, 7.2, 7.3 and 7.4 above the Client shall:
- satisfy itself as to the suitability of the Applicant; and
- shall take up any references provided by the Applicant to it or the Agency before engaging such Applicant; and
- shall be 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 Applicant, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Applicant is engaged to work.
To enable the Agency to comply with its obligations under clauses 7.1, 7.2, 7.3 and 7.4 above the Client undertakes to provide to the Agency details of:
- the position which the Client seeks to fill, including the type of work that the Applicant 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 Applicant to possess in order to work in the position;
- any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
- the date the Client requires the Applicant to commence;
- the duration or likely duration of the position whether temporary or full-time;
- 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 Applicant would be entitled to give and receive to terminate the Engagement.
Where the Applicant 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; or the work involves caring for or attending one or more persons under the age of eighteen, or any person who by reason of age, infirmity or who is otherwise in need of care or attention, the Agency will take all reasonably practicable steps to obtain and offer to provide copies of any relevant qualifications or authorisations of the Applicant, two references from persons not related to the Applicant who have agreed that the references they provide may be disclosed to the Client and has taken all reasonably practicable steps to confirm that the Applicant is suitable for the position. If the 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.
Nothing in this Contract shall limit or exclude the Agency’s liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to clause 9.1:
- the Agency shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Contract; and
- the Agency’s total liability to the Client in respect of all other losses arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the fees paid to the Agency by the Client pursuant to clause 3 above.
Except as set out in this Contract, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Terms.
This clause 9 shall survive termination of the Terms.
INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in or arising out of or in connection with the services provided by the Agency under this Contract including the ownership of all details of lists of Applicant names and details, shall be owned by the Agency.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under this Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 11 shall survive termination of this Contract.
Without limiting its other rights or remedies, the Agency may terminate this Contract with immediate effect by giving 14 days’ written notice to the Client.
Without limiting its other rights or remedies, the Agency may terminate this Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment.
CONSEQUENCES OF TERMINATION
On termination of this Contract for any reason:
- the Client shall immediately pay to the Agency all of the Agency’s outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, the Agency shall submit an invoice, which shall be payable by the Client immediately on receipt;
- the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination or expiry; and
- clauses which expressly or by implication have effect after termination shall continue in full force and effect.
This Contract, and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims), shall be
governed by, and construed in accordance with, English law, and the parties
irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
- For the purposes of this Contract, ‘Force Majeure Event’ means an event beyond the reasonable control of the Agency.
- The Agency shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
- If the Force Majeure Event prevents the Agency from fulfilling any of its obligations under this Contract for more than 12 weeks, the Agency shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
The Agency may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under this Contract and may subcontract or delegate in any manner any or all of its obligations under this Contract to any third party or agent.
The Client shall not, without the prior written consent of the Agency, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Contract.
Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
Clauses 14.4, 14.5 and 14.6 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
A waiver of any right under this Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Unless specifically provided otherwise, rights arising under this Contract are cumulative and do not exclude rights provided by law.
If a court or any other competent authority finds that any provision of this Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part- provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Contract shall not be affected.
If any invalid, unenforceable or illegal provision of this Contract would be valid, enforceable and legal if some part of them were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
For the purposes of the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003, the Agency acts as an employment agency in the introduction of Applicants for permanent positions and any Applicants introduced or supplied pursuant to this Contract are not to be regarded as employees of the Agency.
Nothing in this Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
The Client warrants to the Agency that it shall comply in all respects with the provisions of all rules, regulations, and legislation (including but not limited to data protection legislation) as applicable to this Contract and any Applicant Introduced to the Client by the Agency.
A person who is not a party to this Contract shall not have any rights under or in connection with it.
Where applicable, the Agency shall VAT to the Client, at the prevailing rate.
SCALE OF REFUND
The following scale of refund only applies in the event that the Client complies with the provisions of clause 3.1 of this Contract.
Where the Engagement terminates during the first 12 weeks of the Engagement, a partial refund of the introduction fee shall be paid to the Client in accordance with the scale set out below, subject to the conditions in clause 4.1.
Week in which the Applicant leaves
% of introduction fee refunded
Less than 2 weeks
2 weeks to 3 weeks 6 days
4 weeks to 6 weeks 6 days
7 weeks to 9 weeks 6 days
10 weeks to 12 weeks 6 days
There will be no refund where the Engagement terminates during or after the 13th week of the Engagement.