1.1 In these Terms of Business the following definitions apply:
Applicant 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;
Client means the person, firm or corporate body together with any subsidiary or associated Company as defined by the
Companies Act 1985 to which the Applicant is introduced;
Agency means Yellow Rec
Engagement 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 servic es; 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 Introduction means (i) the Client's interview of an Applicant in person or by telephone, or (ii) the passing to the Client of
a curriculum vitae or information which identifies the Applicant; and which leads to an Engagement of that Applicant; Remuneration includes base salary only
1.2 Unless the context requires otherwise, references to the singular include the plural.
1.3 The headings contained in these Terms of Business are for convenience only and do not affect their interpretation.
2.1 These Terms constitute 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.
2.2 These terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Agency, these Terms of Business prevail over any other terms of business or purchase conditions put forward by the Client.
2.3 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.
3.1 The Client agrees:
a) To notify the Agency immediately of any offer of an Engagement which it makes to the Applicant;
b) 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; and;
c) To pay the Agency's fee within 30 days of the date of invoice.
3.2 Except in the circumstances set out in clause 5.1 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.
3.3 The Agency reserves the right to charge interest on invoiced amounts unpaid for more than 30 days at the rate of 8%
per annum above the base rate from time to time of the Bank of England from the due date until the date of payment
3.4 The fee payable to the Agency by the Client for an Introduction resulting in an Engagement is the amount equal to the following % of the base salary applicable during the first 12 months of the Engagement as listed below. VAT will be
charged on the fee if applicable.
3.5 In the event that the Engagement is for a fixed term of less than 12 months, the fee in clause 3.4 will apply pro-rata. If
the Engagement is extended beyond the initial fixed term or if the Client re -engages the Applicant within 6 calendar months
from the date of termination of the first Engagement the Client shall be liabl e to pay a further fee based on the additional
Remuneration applicable for the period of 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.
3.6 If the Client subsequently engages or re-engages the Applicant within the period of 6 calendar months from the date of
termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with clause 3.4 above becomes
payable.
4.1 In order to qualify for the following refund, the Client must pay the Agency's fee within 30 days of the date of invoice 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 12 weeks from the commencement of the Engagement (except where the
Applicant is made redundant) the fee will be refunded in accordance with the accompanying Scale of Refund set out below:
4.2 In circumstances where clause 3.6 applies the full fee stated in clause 3.4 is payable and there shall be no entitlement to
a refund.
5.1 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 3.4 with no entitlement to any refund.
5.2 An introduction fee calculated in accordance with clause 3.4 will be charged 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.
6.1 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 which may b e 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.
6.2 At the same time as proposing an application to the Client the Agency shall inform the client of such matter in cla use 6.1
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 (excepting Saturday, Sunday and any public or Bank holiday)
following.
6.3 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.
6.4 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.
6.5 Notwithstanding clauses 6.1, 6.2, 6.3 and 6.4 above the Client shall satisfy itself as to the suitability of the Applicant an d
the Client shall take up any references provided by the Applicant to it or the Agency before engaging such Applicant. 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 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.
6.6 To enable the Agency to comply with its obligations under clauses 6.1, 6.2, 6.3 and 6.4 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; and any risks to health or safety known to the Client and what steps the Client has taken to prevent or
control such risks. In addition the Client shall provide details of the date the Client requires the Applicant to commence, 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 Applicant would be entitled to give and
receive to terminate the employment with the Client.
7.1 Where the Applicant is required by law, or any professional body to have any qualifications or au thorisations 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 o f
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 th e
Applicant, two references from persons not related to the Applicant who have agreed that the references the y 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 obtai n this
information in any event.
8.1 The Agency 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 Agency seeking an Applicant for the Client or from the Introduction to or Engagement of any Applicant
by the Client or from the failure of the Agency to introduce any Applicant. For the avoidance of doubt, the Agency does not
exclude liability for death or personal injury arising from its own negligence.
9.1 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of
England & Wales.
Signed By the Agency: Signed by the Client