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 in this case: ‘Company name’ “Agency” means Data Science Talent Ltd, Unit E Whitebridge Estate, Whitebridge lane Stone, Staffordshire ST15 8LQ;
“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 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
“Introduction” 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 vitæ or information which identifies the Applicant; and which leads to an Engagement of that Applicant;
“Remuneration” means the 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 4% above HSBC Bank Plc base rate from the due date until the date of payment, and there will be no rebate benefit under clause 4 below.
3.4. The fee payable to the Agency by the Client for an Introduction resulting in an Engagement is shown in the criteria set out below, equal to 25% of the Remuneration applicable during the first 12 months of the Engagement. The fee will always be subject to VAT.
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 12 calendar months from the date of termination of the first Engagement the Client shall be liable 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 12 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, with no entitlement to the rebate benefit.
4.1 If the Engagement terminates before the expiry of 26 weeks from the commencement of the Engagement (except where the Applicant is dismissed involuntarily due to layoff, reduction in workforce, lack of funding, project completion, or other reasons not related to qualifications or performance), the Agency has 12 weeks exclusively to provide a replacement. If a suitable replacement is not identified in this period, then the Engagement invoice will be refunded in full. This is applicable to one replacement per Engagement invoice.
4.2 The replacement period applies in the event that the Client complies with the provisions of clause 3 of these Terms of Business.
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 rebate.
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.
5.3. Where the amount of the actual Remuneration is not known the Agency will charge a fee calculated in accordance with clause 3.4 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.
6.1. The Agency does not personally obtain references pertaining to a particular applicant. The Agency endeavours to ensure the suitability of any applicant introduced to the client; however, the Client is solely responsible for ensuring the suitability and capability of a candidate prior to an offer of engagement. The client will also be responsible for taking references, verifying skills, qualifications, integrity, the necessity of any work permits and the satisfaction of any medical requirements.
7.1. 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.
8.1. These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.
Client Terms and Conditions of Business Revised Edition: 19/12/2018