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IT IS AGREED as follows:
1. Definitions and Interpretations:
1.1 In this Agreement the following definitions apply:
“Agency Affiliate” means any parent, subsidiary, associate or affiliate company (or companies) of Salt HR Consultancy including but not limited to Salt Search Limited (UK company number 06912620) and Salt Contracts Limited (UK company number 06912623)
“Candidate” means the individual Introduced by Salt to the Client to be considered for an Engagement.
“Engagement” means the direct or indirect (including but not limited to via another employment business or employment agency) employment or engagement in any capacity whatsoever (including but not limited to partnership and consultancy) or other use of a Candidate or Consultant by the Client or by any Third Party.
“Exclusivity” means Salt will be the Client’s only employment agency engaged to Introduce or supply Candidates to fill a Permanent Placement;
“Fees” means the charges payable to Salt by the Client. For a Permanent Placement, the terms agreed with the Client are referred to in clauses 5 to 7 of these Terms.
“Client’s Group” means the Client and its subsidiaries, any holding company of the Client’s and any subsidiary of such holding company.
“Introduction” means Salt or an Agency Affiliate has directly or indirectly introduced a Candidate to a Client. Such Introduction has occurred when one of the following takes place:
a) the Client has interviewed or met with a Candidate or Consultant in person, by telephone, via Skype or any other method;
b) Salt has passed/sent to the Client or uploaded onto the Client’s system the Candidate or Consultant’s curriculum vitae (“CV”); or any information about the Candidate or Consultant to the Client (including but not limited to details relating to the Candidate’s or Consultant’s name, contact information, experience, qualifications, current employer, biography or summary of past experience)
The time of the Introduction shall be taken to be the earlier of (a) and (b) above and “Introduction Fee” means the fee payable in accordance with clause 5.1 of these Terms;
“Remuneration” includes, without limitation, all gross basic salary or fees, allowances (including but not limited to allowances relating to transportation, housing, relocation, pension, location weighting and call-outs) for services rendered by the Candidate or Consultant to or on behalf of the Client at any time during the (a) first year of the Engagement or (b) if the Engagement is shorter than a year, for the length of the Engagement;
“Terms” means this Framework Agreement for the supply by Salt of recruitment services to the Client;
“Third Party” means any company or person who is not the Client, whom the Client has directly or indirectly passed any information about a Consultant or Candidate to (including but not limited to any details relating to the Consultant or Candidate’s name, contact information, performance during the Temporary Placement or Permanent Placement, experience, qualifications or biography).
2. The Framework Agreement
2.1 Salt shall, upon receipt of an instruction from a Client regarding a vacancy, source and introduce Candidate(s) to the Client who, if suitable, the Client will engage as an employee directly.
2.2 Unless otherwise agreed in writing by a director of Salt and the Client, these Terms shall prevail over and supersede any previous terms of business or purchase conditions (or similar).
2.3 Provided these Terms have been sent to the Client, these Terms are deemed to be accepted by the Client and to apply by virtue of the earlier of:
a) their being signed by the Client; b) Salt having Introduced a Candidate or Consultant to the Client; c) a Temporary Placement or Permanent Placement arranged by Salt commencing, or (d) any other written expressed acceptance of these Terms.
2.4 The Client will have a period of 2 working days from the time that Salt submits a Candidates CV to the Client, to notify Salt in writing of any duplication of representation of such Candidate. In the absence of receipt of such notification, the Client is deemed to have agreed that the Candidate (as appropriate) has been Introduced by Salt and these Terms shall apply.
3. Salt’s Obligations re: Candidate Engagements
3.1 Salt shall use reasonable endeavours to Introduce one or more suitable Candidates to meet the requirements of the Client for any particular vacancy.
4. Client’s Obligations re: Candidate Engagements
4.1 It shall be the responsibility of the Client to take such steps as are 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.
4.2 The Client shall be wholly responsible for obtaining all right to work, visa and other permits, arranging examinations and/or investigations into the medical history of the Candidate and obtaining verification with respect to any other requirements or qualifications required by the Client or UAE law.
4.3 The Client shall provide Salt with the start date of the Permanent Placement, the duration or likely duration of the Permanent Placement; the minimum rate of remuneration, expenses and any other benefits or terms that would be offered.
5. Fees & Charges re: Permanent Placements
5.1 In consideration of the Engagement of a Candidate introduced by Salt, the Client shall pay Salt the Introduction Fee, which shall be calculated as a percentage of the Candidate’s Annual Remuneration as stated below.
|20%||0-19,999AED per month|
|25%||20,000-29,999AED per month|
|30%||30,000AED per month and above|
Salt will charge VAT and/or any other applicable taxes, including but not limited to Withholding Tax, Sales Tax or any other locally required taxes in addition to the Introduction Fee where applicable.
5.2 Within 1 working day of the following events, the Client agrees to notify Salt in writing:
5.2.1 that the Client or any Third Party has directly or indirectly offered any Candidate an Engagement orally or in writing (whichever is earlier).
5.2.2 that the Client’s or any Third Party’s offer of an Engagement to the Candidate has been accepted either orally or in writing (whichever is earlier); and
5.2.3 of details of the Remuneration offered to the Candidate.
5.3 Introductions of Candidates are confidential. Where the Client discloses to a Third Party any details regarding a Candidate and that Third Party subsequently Engages the Candidate, the Client shall pay Salt the Introduction Fee and there shall be no entitlement to any rebate or replacement to the Client or to the Third Party.
5.4 If the initial Engagement with a candidate is for less than 12 months, Salt shall calculate the Introduction Fee as follows: contract duration (Months) x Candidate Remuneration per month x percentage (as detailed in Clause 5.1).
5.5 If the initial Engagement is for less than 12 months and Salt have charged a pro-rata Introduction Fee (as per clause 5.4) should the Engagement be extended beyond the initial Engagement period or the Engagement made permanent or indefinite, Salt will charge a further Introduction Fee using the calculation in clause 5.4 subject to the sum of all Introduction Fees charged for a single Candidate Introduction not exceeding 12 months Remuneration x percentage (as detailed in clause 5.1)
5.6 All Engagements, whether temporary, consultative or permanent whether directly with the Client or via any other Third Party are subject to the Introduction Fee as detailed in Clause 5.1 and Clause 5.4.
6. Invoices re: Candidate Engagements
6.1 No fee is incurred by the Client until the Candidate commences the Engagement; whereupon Salt will render an invoice to the Client for its Introduction Fee.
6.2 The Client agrees to pay Salt’s invoices within 14 days of the date of the invoice.
6.3 All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated within clause 6.2 unless the Client notifies Salt in writing
6.4 Salt reserves the right to charge interest on invoiced amounts overdue at the rate of 4% per month calculated on a daily basis and compounded monthly;
7. Rebates re: Candidate Engagements
7.1 If the Engagement of the Candidate terminates within the Agreed Rebate Period (as per Clause 7.2), Salt will have Exclusivity for a period of 4 weeks to Introduce replacement Candidate(s) to the Client at no further cost to the Client. If the Client offers a replacement Candidate that subsequently enters into an Engagement with the Client then no Rebate payment will be due for the original Placement. The Client agrees to waive any right to a rebate payment or further replacement Candidate(s) should the replacement Candidate leave the Engagement for any reason.
7.2 Where the Client qualifies for a rebate in accordance with clauses 7.1 and 7.3, the Client shall be issued a credit note for a portion of the Introduction Fee as per the following schedule:
|Week in which the Permanent Placement ended||Percentage of original Introduction Fee to be rebated to the Client|
|Week 9 or more||0%|
7.3 The Client agrees to use credit notes issued as described in clause 7.2 to reduce the Introduction Fee of a future Engagement made by Salt within the same discipline (but not necessarily the same job title) as the Candidate the credit note was issued against (Salt disciplines are either Technology, Marketing, Creative, Sales or Operations).
7.4 The following conditions must be met in order for the Client to qualify for a rebate credit note:
a) the Client must notify Salt in writing that the Candidate’s Engagement has ended within 7 days of the Engagement ending;
b) Salt’s invoice for the Introduction Fee must have been paid in full within the payment terms in accordance with clause 6.2;
c) the Client has paid all sums owed to Salt in relation to any other Temporary or Permanent Placements
d) the Candidate’s Engagement is not terminated by reason of redundancy or re-organisation or change in strategy of the Client;
e) The Candidate was paid all sums due (salary, allowances and benefits as described in the employment contract or offer letter) on schedule as per the agreed payment schedule between the Client and Candidate;
f) the Candidate did not leave the Engagement because he/she reasonably believed that the nature of the actual work was substantially different from the information the Client provided prior to the Candidate’s acceptance of the Engagement; and
g) the Candidate’s reasons for leaving the Engagement as communicated to the Client or Salt did not relate to any allegations of less favourable treatment, harassment or victimisation or any other bullying by the Client or any of its staff.
7.5 Where the Client re-Engages the Candidate at any point following the end of the Permanent Placement, any rebate paid to the Client under clause
7.2 with respect to that Candidate, shall be immediately repaid to Salt by the Client.
8. Termination of Agreement
8.1 This Agreement may be terminated by either party giving four (4) weeks written notice.
8.2 This Agreement may be terminated by either party by written notice with immediate effect:
8.2.1 If the other commits any material breach of this Agreement
9. Liability in all cases
9.1 Salt 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 Salt seeking a Candidate for the Client or from the Introduction or Engagement of any Candidate by the Client or from the failure of Salt to introduce any Candidate or from the Client’s disclosure to a Third Party of any details regarding a Candidate.
9.2 The Client shall indemnify and keep indemnified Salt against any costs (including legal costs), claims or liabilities incurred directly or indirectly by Salt arising out of or in connection with these Terms including (without limitation) as a result of:
a) any breach of these Terms by the Client, any company within the Client’s group or by its employees or agents;
b) any unauthorised disclosure of a Candidate or Consultant’s details by the Client or a Third-party, or any of its/their employees or agents.
9.3 Neither party will be liable for any loss or damage whatsoever or howsoever caused arising from any innocent misrepresentation.
9.4 Neither party shall be liable for any claims made against the other unless they are notified within 12 months of the action arising.
9.5 To the extent permitted by law, Salt shall not be liable to the Client for any indirect or consequential loss or damage of any kind, or for loss of profit (direct or indirect), loss of business, revenue, goodwill or anticipated savings.
9.6 Salt 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.
9.7 If any exclusion of liability in Salt’s case in these Terms will be held to be invalid for any reason or Salt becomes liable for loss or damage that is capable of being limited in law, such liability will be limited to 5,000,000aed for all claims, costs, damage and losses under or in connection with a Temporary Placement or Permanent Placement.
10. Confidentiality and Data Protection
10.1 All information relating to a Candidate and Consultant is confidential and where that information relates to an individual is provided solely for the purpose of providing services to the Client. Such information must not be used for any other purpose nor divulged to any third party.
10.2 Both parties recognise that information disclosed to the other in the course of the provision of services will contain and incorporate confidential information in which the other has an interest.
11. Governing Law & Jurisdiction
11.1 Any dispute, difference, controversy or claim arising out of or in connection with this contract, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre (“the DIFC Courts”).
11.2 Where these Terms are also provided in a language other than English the English language version will prevail.
|Print Name :||Date :|
|For and on behalf of XXX|
|Employment Business Signature :|
|Print Name: Richard Smith||Date :|
|For and on behalf of Salt HR Consultancy|