Terms & Conditions
TERMS AND CONDITIONS OF BUSINESS (PERMANENT OR FIXED TERM CONTRACT) as of February 26th 2019 (Version 6.3)
1.1. In these Terms the following definitions apply:
“Candidate” means the person Introduced by the Company to the Client for an Engagement including any officer, employee or other representative of the Candidate if the Candidate is a corporate body, and members of the Company’s own staff;
“Client” means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to which the Candidate is introduced;
“Engagement” means the engagement (including the Candidate’s acceptance of the Client’s offer), employment or use of the Candidate by the Client or by any third party to whom the Candidate has been introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or any other engagement; or through a limited company of which the Candidate is an officer, employee or other representative; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;
“Introduction” means (i) the passing to the Client of a curriculum vitae or information which identifies the Candidate or (ii) the Client’s interview of a Candidate (in person, by telephone or by any other means), following the Client’s instruction to the Company to search for a Candidate; and, in either case, which leads to an Engagement of the Candidate; and “Introduces” and “Introduced” shall be construed accordingly;
“Introduction Fee” means the fee payable by the Client to the Company for an Introduction resulting in an Engagement;
“Remuneration” includes all salary, guaranteed bonus payments and other emoluments (such as London weighting, signing-on / ‘Golden Hello’ fee, relocation expenses, payment of M.B.A. / study fees or car allowance) payable to or receivable by the applicant in the first 12 months for services rendered to or on behalf of the Client. In circumstances where a company car is included as a benefit in the applicant’s remuneration package a nominal £3,000 will be added to the applicant’s base salary for invoice purposes;
“Data Protection Laws” means the Data Protection Act 2018, the General Data Protection Regulation (EU 2016/679) or any applicable statutory or regulatory provisions in force from time to time relating to the protection and transfer of personal data;
“Losses” means all losses, liabilities, damages, costs, expenses, fines, penalties or interest, whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands.
1.2. Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.
1.3. The headings contained in these Terms are for convenience only and do not affect their interpretation.
2. ACCEPTANCE OF TERMS
2.1. These Terms and Conditions of Business are between Carnegie Consulting Limited (the Company) and the Employer Client (the Client) and are deemed to be accepted by the client by virtue of an interview or the engagement of a candidate, or when the Company commences a ‘retained assignment’ on behalf of the Client, or by the passing by the client of any information about a candidate to any third party following an introduction. No variation can be made to these terms without the written consent of a Director of the Company. These terms contain the entire agreement and shall prevail over any other terms of business put forward by the Client.
2.2. The Client agrees:
2.2.1 to notify the Company immediately of the terms of any offer of an engagement it makes to the Candidate and of the acceptance of any offer, along with any documentary evidence requested by the Company.
2.2.2 to pay the introduction fee of the Company within 14 days of the date of the invoice.
2.2.3 the Company reserves the right to charge interest on invoices unpaid in the due period at a rate of 2.5% above Barclays Bank’s base rate.
2.3. Where the Company is retained on an assignment, to advertise or search for candidates on behalf of the Client, the Client shall pay fees to the Company in accordance with agreed terms which shall be given in writing.
2.4. The Company acts as an employment agency (as defined in section 13(2) of the Employment Agencies Act 1973) when introducing Candidates to the Client for direct engagement by that Client.
3. RECRUITMENT FEES
3.1. The fee payable to the Company by the Client for the introduction of a Candidate is calculated as per the Scale of Fees below on the gross remuneration that the applicant is entitled to earn during the first 12 months of their engagement by the Client.
3.2. In the case of introduction fees arising through overseas placements, the responsibility for payment of the fee is with the company or firm initiating the recruitment request. Fees will be calculated in accordance with the Company’s Scale of Fees and calculated in Pounds Sterling on the basis of the exchange rate ruling at the date of invoice.
3.3. An introduction fee is payable if the Client engages the Candidate within a period of 6 calendar months from the date of (a) an introduction by the Company, (b) the Client’s withdrawal of an offer of engagement or (c) the Candidate’s rejection of an offer of engagement (whichever is the later).
3.4. Where prior to the commencement of the Engagement the Company and the Client agree that the Engagement will be on the basis of a fixed term of less than 12 months, the Introduction Fee will apply pro-rata. If the Client (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within six 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 Introduction Fee based on the additional Remuneration applicable for (a) the extended period of Engagement or (b) the period of the second and any subsequent Engagement, subject to the Client not being liable to pay a greater sum in Introduction Fees than the Client would have been liable for had the Candidate first been Engaged for 12 months or more.
3.5. In the event that any Company staff with whom the Client has had personal dealings accepts an Engagement with the Client while employed by the Company (or within 3 months of leaving the company), the Client shall be liable to pay the Company a fee equivalent to the Introduction Fee calculated in accordance with the fee structure. For the avoidance of doubt, the Client shall not be entitled to a refund for any fee due under this clause (3.5) in any circumstances.
3.6. The Client’s obligations under this clause (3) shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.
3.7. A fee will be charged whether or not the Client knew of the Candidate prior to the Introduction by the Company.
3.8. The Company shall not be liable for any travelling or out of pocket expenses incurred by the Candidate.
3.9. VAT will be charged in addition to the fee.
3.10. Any refunds in line with the fee guarantee offered by the Company are only valid if the Client has complied with clause 2.2.
4. FEE STRUCTURE
4.1. Contingency Search – Permanent and Fixed Term Contract Staff; An introduction fee based on one of the following percentages of first years Remuneration will be due:
Up to £34,999 20%
£35,000 – £54,999 22.5%
£55,000 – £69,999 25%
£70,000 + 30%
4.2. Retained Selection Assignment and Retained Search Assignment
A fee based on 30% of remuneration will be due over a three stage payment period. The first two-staged payment amounts will be based on proposed Remuneration to calculate an “Estimated Fee” while the last will be the balance needed to adjust the total of the three stages to 30% of the actual Remuneration
Retainer Fee one third of Estimated Fee
Shortlist Fee one third of Estimated Fee
Completion Fee balance of fee
If a Retained Selection Assignment or Retained Search Assignment is cancelled by the Client, or the Client for any reason alters materially (at the discretion of the Company) its requirements submitted to the Company, then in addition to the fees payable in accordance with the “Fee Structure”, the Client shall pay an additional fee of ten per cent of the proposed Remuneration, plus all the agreed advertising costs and other expenses incurred by the Company.
5. FEE GUARANTEES
5.1. For permanent engagements the Company offer a guarantee period of 10 weeks.
5.2. If the Engagement terminates before the expiry of the guarantee period from the commencement of the Engagement (except where the Candidate is made redundant), the fee shall be credited in the following manner: Up to one week a credit of 100%, reducing by 10% of the original invoice for each additionally completed week.
5.3. For fixed term contract engagements the Company offer a guarantee period of one week per month of the agreed contract length up to a maximum of 10 weeks.
5.4. For Retained Selection and Retained Search assignments, the guarantee is only on the final third of the overall assignment fees.
5.5. No guarantee is available for any temporary to permanent Engagement.
5.6. In order to qualify for the refund set out in clause 4, the Client must comply with the provisions of clause 2.2 and must notify the Company in writing of the termination of the Engagement or the non-commencement of the Engagement within 7 days of its termination or non-commencement.
5.7. For the purposes of this clause the date of termination of the Engagement shall be the date on which the Candidate ceases working or would have ceased working for the Client, but for any period of garden leave or payment in lieu of notice, whichever is the later.
5.8. If subsequent to the Client receiving a refund the Candidate is re-Engaged within a period of 6 calendar months from the date of termination then the refund shall be repaid to the Company. The Client shall not be entitled to any further refunds in relation to the re-Engagement of this Candidate.
6. INTRODUCTIONS TO THIRD PARTIES
Introductions of Candidates are confidential. If a Client discloses a Candidate’s details to a third party, that will be deemed to be a “Third Party Introduction”. If that Third Party Introduction results in an Engagement of the Candidate by the third party within six months of the Company’s Introduction of the Candidate to the Client, then the Client will be liable to the Company for payment of an Introduction Fee calculated in accordance with clause 3. Neither the Client nor the third party shall be entitled to a refund of the Introduction Fee under clause 4 in any circumstances.
7. SUITABILITY CHECKS
The Company endeavours to ensure the suitability of any applicant introduced to the Client. The Client shall notwithstanding satisfy himself or herself as to the suitability of any applicant and shall be responsible for taking up any references provided by any applicant and/or the Company before engaging such applicant. The Client shall be responsible for obtaining work and other permits, for checking the Candidate’s identity and right to work, for the arrangement of medical examinations and/or investigations into the medical history of any applicant and satisfy any medical and other requirements or qualifications required by law.
8. CONFIDENTIALITY AND DATA PROTECTION
All information relating to a Candidate is confidential and subject to the Data Protection Act 1998 (“DPA”) and is provided solely for the purpose of providing work-finding services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the DPA in receiving and processing the data at all times. In addition information relating to the Company’s business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.
9.1. 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 to or Engagement of any Candidate by the Client or from the failure of the Company to introduce any Candidate. For the avoidance of doubt, the Company does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.
9.2. The Client shall indemnify and keep indemnified the Company against any Losses incurred by the Agency arising out of any non-compliance with the Data Protection Laws, and/or as a result of any breach of, these Terms by the Client.
If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws.
11. GOVERNING LAW AND JURISDICTION
These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.