Standard Terms of Business

Introduction of Candidates to Clients for Direct Engagement

1.            Scope of Agreement

• These Terms constitute the entire agreement between the Employment Agency and Client. In the event of a conflict between these Terms and any other agreement, the former shall prevail.

2.            Definitions

In these Terms:

• “Client” means the person, firm or corporate body to whom the Recruitment Agency Introduces a Candidate;
• “Candidate” means the person Introduced by the Recruitment Agency to the Client for an Engagement including, but not limited to, any officer or employee of the Candidate if the Candidate is a company;
• “Data Protection Legislation” means the General Data Protection Regulation (EU) 2016/679) and any national implementing laws, regulations and secondary legislation and other affiliated legislation on the processing of data;
• “Recruitment Agency” means Salt Nederland BV, (registered in the trade register of the Dutch Chamber of Commerce under company number 84373725 and whose registered office is at Office 102, First Floor Nieuwezijds Voorburgwal 162, Amsterdam;
• “Engagement” means the engagement, employment or use of the Candidate by the Client or by any Third Party to whom or to which the Candidate was Introduced by the Client (with or without the Recruitment Agency’s knowledge or consent) on a permanent or temporary basis, howsoever engaged (whether directly or indirectly); and “Engages” and “Engaged” shall be construed accordingly;
• “Introduction” means:
  1. the interview of a Candidate in person, by telephone, via Skype/Teams/Zoom or any other method; or
  2. the passing of a curriculum vitæ or information about the Candidate; or
  3. or any other way/form of communication between the Client and the Candidate;

The time of the Introduction shall be taken to be the earlier of (a), (b) and/or (c) above; and “Introduced” and “Introduces” shall be construed accordingly;

• “Remuneration” the total taxable gross salary, including holiday allowance of 8%.
• “Terms” means these Terms of Business as further defined with Clause 3;
• “Third Party” means any company or person who is not the Client. For the avoidance of doubt, subsidiary companies, associated companies of the Client and/or other companies in the group of companies of the Client (as defined in Section 2:24a and 2:24b of the Dutch Civil Code) are included in this definition.

3.            These Terms

• These Terms are entered into for an indefinite period of time and constitute the entire agreement between the Recruitment Agency and the Client in relation to the subject matter hereof and are deemed to be accepted by the Client and to apply by virtue of (a) an Introduction to the Client of, or the Engagement by the Client of, a Candidate or (b) the passing of information about the Candidate by the Client to any Third Party or (c) the Client’s interview or request to interview a Candidate or (d) the Client’s signature at the end of these Terms or (e) any other written expressed acceptance of these Terms. For the avoidance of doubt, these Terms apply whether or not the Candidate is Engaged by the Client for the same type of work as that for which the Introduction was originally affected.
• These Terms supersede all previous agreements between the parties in relation to the subject matter hereof.
• These Terms prevail over any other terms of business or purchase conditions put forward by the Client. General terms and conditions or purchase conditions of the Client (if any) are excluded and expressly denounced by the Recruitment Agency.
• The Client authorises the Recruitment Agency to act on its behalf in seeking Candidates and, if the Client so requests, shall advertise for such Candidates through such methods as are agreed with the Client.

4.            Obligations of the Recruitment Agency

• The Recruitment Agency shall use reasonable endeavours to Introduce one or more suitable Candidates to meet the requirements of the Client for any particular vacancy. The Recruitment Agency cannot guarantee to find a suitable Candidate for each vacancy. Without prejudice to Clause 4.2 of the Terms, the Recruitment Agency shall use reasonable endeavours to ascertain that the information provided by the Recruitment Agency to the Client, in respect of the Candidate is accurate.
• Recruitment Agency will use reasonable endeavours to ensure the suitability of the Candidate, but it does not take up references nor seek independent verification of the information supplied by a Candidate. No warranty either expressed or implied is given by Recruitment Agency as to the suitability of the Candidate for the purposes of the Client, or as to the accuracy of any references supplied or qualifications of the Candidate. The Recruitment Agency accepts no responsibility in respect of matters outside its knowledge.
• All information given by Recruitment Agency about a Candidate is given in good faith and in reliance of information given to the Recruitment Agency by the Candidate. It shall be the responsibility of the Client to take such steps 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.
• The Recruitment Agency provides an introductory service only. The Recruitment Agency does not warrant and is not liable or responsible for the suitability of the Candidate in any way.

5.            Client Obligations

• To enable the Recruitment Agency to comply with its obligations under Clause 4 of the Terms the Client undertakes to provide to the Recruitment Agency details of the position which the Client seeks to fill, including the type of work that the Candidate 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 Candidate 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.
• The Client shall be responsible – with due observance of the law and Data Protection Legislation – for obtaining all work, security and other permits verifying professional and academic qualifications, the arrangement of medical examinations and/or investigations into the medical history of the Candidate, satisfying any medical and other requirements or qualifications required by law for the position, which the Candidate is sought. The Client shall in connection with this be responsible for checking the Candidate’s right to work and obtaining permission to work (including work permits) as may be required by the law of the country in which the Candidate is Engaged to work, which includes in such cases includes acquiring a work permit for a foreign national working in the Netherlands under the Foreign Nationals (Employment) Act
• The Client shall provide details of the date the Client requires the Candidate to commence work, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered (Remuneration); the intervals of payment of Remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with the Client.
• The Client shall inform the Recruitment Agency within five (5) business days where it receives details of a Candidate from the Recruitment Agency which it has already received from another (recruitment) agency in relation to the same vacancy. If no such notification is given by the Client then, in the event of an Engagement, the Client agrees the Recruitment Agency is entitled to charge a fee in accordance with Clause 1 of the Terms.
• The Client agrees to:
  1. notify the Recruitment Agency within two (2) business days that its offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration to the Candidate and the date of Engagement; and
  2. pay the Recruitment Agency’s fee within the period set out under Clause 2 of the Terms.
• The Client shall not seek to cause the Recruitment Agency to, unlawfully discriminate in relation to the services provided by the Recruitment Agency to the Client in connection with these Terms, and shall disclose any and all information requested by the Recruitment Agency in the event a Candidate makes a complaint to the Recruitment Agency.
• The Client shall be liable to pay the Fee where an offer of Engagement has been made verbally or in writing by the Client, and which is subsequently withdrawn by the Client after acceptance by the Candidate either verbally or in writing.

6.            Fees

• The Client shall pay the Recruitment Agency a fee calculated in accordance with Clause 23 of the Terms where it Engages, whether directly or indirectly, any Candidate Introduced by or through the Recruitment Agency within twelve (12) months from the date of the Recruitment Agency’s Introduction of the Candidate.
• Introductions of Candidates are confidential. Where the Client discloses to a Third Party any details regarding a Candidate Introduced to the Client by the Recruitment Agency and that Third Party subsequently Engages the Candidate within twelve (12) months from the date of the Introduction, the Client shall pay the Recruitment Agency’s fee as set out in Clause 6.3 of the Terms and there shall be no entitlement to any rebate or refund to the Client or to the Third Party.
• The fee shall be calculated as a percentage of the Candidate’s Remuneration applicable during the first twelve (12) months of the Engagement (as set out in the table below) or a fixed amount of € 12.500,- whichever is the higher.

The Recruitment Agency will charge VAT on the fee where applicable.

• Where the amount of the actual Remuneration is not known or disclosed, the Recruitment Agency will charge a fee calculated by the Recruitment Agency in accordance with Clause 6.3 of the Terms on the maximum level of Remuneration applicable for the position or type of position the Candidate had been originally submitted to the Client for and/or comparable position in the general marketplace.
• Where prior to the commencement of the Engagement Recruitment Agency and the Client agree that the Engagement will be based on a fixed term of less than 12 months, the fee will be calculated pro rata. If the Client (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within twelve (12) 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 fee based on the additional Remuneration applicable for the extended period of Engagement.
• When agreed with the Client, charges incurred by the Recruitment Agency at the Client’s written request in respect of advertising or any other matters will be charged to the Client in addition to the fee, and such charges will be payable whether or not the Candidate is Engaged.

7.            Invoices

• Except in the circumstances set out in Clauses 6.2 and/or 6.6 of the Terms, no fee is incurred by the Client until the date the Candidate is Engaged; whereupon the Recruitment Agency will render an invoice to the Client for its fees.
• The Recruitment Agency shall raise invoices in respect of the charges payable and the Client agrees to pay the amount due within fourteen (14) calendar days of the date of the invoice.
• All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated within Clause 2 of the Terms, unless the Client notifies the Recruitment Agency in writing within five (5) business days of the amount, the Client disputes, and the reason the Client disputes that amount. In the event the Client does notify the Recruitment Agency that it wishes to dispute part of an invoice, the Client shall pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with the Recruitment Agency to resolve the dispute as quickly as possible.
• After the payment term on the invoice has expired, the Recruitment Agency reserves the right to charge interest on invoiced amounts that are unpaid without prior notification at the rate of the then applicable statutory commercial interest pursuant to Section 6:119a Dutch Civil Code from the due date until the date of payment. All costs of collection must be paid in full by the Client. The compensation for extrajudicial costs is set at 15% of the principal sum due inclusive of interest with a minimum of € 250,00 per claim. This compensation will always be charged without further evidence and be payable by the Client as soon as Recruitment Agency has sought legal assistance or has passed on a claim for collection.

8.            Rebates

• In the event of a termination of the Engagement of a Candidate within the agreed rebate time period, Recruitment Agency will have Exclusivity for a period of four (4) weeks to introduce a replacement Candidate. If no replacement is sourced within this period, the following clauses shall apply.
• If no deviating rebate period as mentioned in Clause 8.1 of the Terms has been agreed upon in writing between the Recruitment Agency and the Client, a maxium rebate period of 8 weeks will apply.
• Where the Client qualifies for a rebate in accordance with Clause 8.1 and 8.4 of the Terms, and the Engagement of the Candidate is terminated by the Client or by the Candidate within the time periods specified below, the Client shall be entitled to a rebate of the fee pursuant to the table below:

• The following conditions must be met for the Client to qualify for a rebate:
  1. the Client must notify the Recruitment Agency in writing that the Candidate’s Engagement has ended within seven (7) business days of the Engagement ending or within seven (7) business days of notice being given to end the Engagement; whichever is earlier;
  2. the Recruitment Agency’s invoice for the fee must have been paid in full within the payment terms in accordance with Clause 2 of the Terms;
  3. the Candidate’s Engagement is not terminated by reason of redundancy or re-organisation or change in strategy of the Client;
  4. the Candidate did not leave the Engagement as a result of discrimination of any kind or other acts against the Candidate that can be construed as being culpable acts/omissions on part of the Client;
  5. the Candidate was not at any time in the 12 months prior to the start of the Engagement employed or hired (whether on a permanent or contract basis) by the Client.
• Where the Client re-engages the Candidate either on an employment, direct/indirect basis or ottherwise, any rebate paid to the Client under Clause 1 of the Terms in respect of that Candidate, shall be immediately repaid to the Recruitment Agency by the Client.

9.            Liability and Indemnity

• The Recruitment 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 Recruitment Agency seeking a Candidate for the Client or from the Introduction, or Engagement of any Candidate by the Client or from the failure of the Recruitment Agency to introduce any Candidate or from the Client’s disclosure to a Third Party of any details regarding a Candidate.
• The Recruitment Agency 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.
• In the event that the Recruitment Agency, despite the exclusion of liability as provided for in Clause 9.1 and 9.2 of the Terms, can be held liable, the Recruitment Agency’s liability is limited to the amount, excluding VAT, (to be) invoiced to the Client. If the agreement between the Recruitment Agency and the Client provides for (regular) invoices from the Recruitment Agency over a period of more than three (3) months, the Recruitment Agency’s liability is limited to an amount equal to the three (3) last monthly invoices sent preceding the event that caused the damage. Indirect damages such as loss of profit, loss of anticipated savings, loss of sales or any other indirect or consequential loss are under any circumstance excluded. Liability, if any, of the Recruitment Agency, lapses in any event one (1) year from the event that caused the damage.
• The Client shall indemnify and keep indemnified the Recruitment Agency against any costs (including legal costs), claims or liabilities incurred directly or indirectly by the Recruitment Agency, arising in connection with these Terms including (without limitation) as a result of:
  1. any breach of these Terms by the Client or by its employees or agents; and/or
  2. any breach by the Client or Third Party, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity, immigration legislation and regilations); and/or
  3. any unauthorised disclosure of a Candidate details by the Client or Third Party, or any of its employees or agents.

10.         Termination

• These Terms may be terminated by either party without liability to the other if:
  1. Sixty (60) calendar days’ written notice of termination is given; or
  2. a bankruptcy trustee, administrator or someone with a comparable position is appointed to one of the Parties in respect of part of their assets or business, or if one of the Parties goes bankrupt or is granted a suspension of payments;
  3. the Debt Restructuring (Natural Persons) Act (Wet Schuldsanering Natuurlijke Personen) is declared applicable to one of the parties or if an application to that effect has been filed;
  4. one of the parties is granted suspension of payments or files an application to that end;
  5. one of the parties is declared bankrupt or a petition for their bankruptcy is filed;
  6. one of the parties ceases or winds up their business operations;
  7. attachment is levied on a significant share of the assets of one of the parties.
• Termination of the Terms by either party does not relieve the Client of her payment obligations towards the Recruitment Agency. Including but not limited to the payment of the fee calculated and due in accordance with Clause 6 of the Terms. Likewise, any Candidate Introduced prior to the termination of the Terms will be subject to payment of the fee calculated in accordance with Clause 6 of the Terms.

11.         Equal Opportunities

• The Recruitment Agency is committed to equal opportunities and expects the Client to comply with all anti-discrimination legislation regarding the selection and treatment of Candidates. In that context, Client is not allowed to set requirements for Candidates that may result in (direct or indirect) discrimination. Such requirements, or other requirements placed on a Candidate in violation of laws and regulations, will not be honoured by the Recruitment Agency.

12. Non-solicitation

Both parties agrees that it shall not engage or employ any person employed by Employment Agency or Client for the duration of this Agreement and six months thereafter. In the event of a breach of this clause, the breaching party shall be liable to pay the other party an immediately payable fee of € 15.000.

13.         Confidentiality and Data Protection

• All information contained within these Terms shall remain confidential and the Client shall not divulge it to any Third Party save for its own employees and professional advisers and as may be required by law.
• The Client shall not without the prior written consent of the Recruitment Agency provide any information in respect of the Candidate to any Third Party whether for employment purposes or otherwise.
• Candidate information provided by the Recruitment Agency to the Client must be treated strictly confidential and may only be distributed to persons within the Client’s organization who are directly involved in the selection and recruitment process and on a confidential basis. 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 Data Protection Legislation in receiving and processing the data at all times. In addition information relating to the business of the Recruitment Agency which is capable of being confidential or has to be deemed confidential must be kept confidential and not divulged to any third party without the prior written permission of the Recruitment Agency, except information which is in the public domain.
• Either Party agrees to comply with all the applicable requirements set out in the applicable Data Protection Legislation and shall not cause or seek to cause the other Party to breach any Data Protection Legislation in connection with these Terms. The Parties acknowledge that for the purposes of the Data Protection Legislation, the Recruitment Agency is a Data Controller and the Client is a Data Controller (where Data Controller has the meanings as defined in the Data Protection Legislation).

14. Marketing

In order to attract Candidates and for the purposes of successfully representing the Client whilst providing the recruitment services, The Client permits the Recruitment Agency to use the Client’s trademarks, logos and/ or brand names for any marketing and/or promotional purposes, unless otherwise agreed in writing.

15. Force majeure
    • If the Recruitment Agency is unable to fulfil its obligations towards the Client due to force majeure as defined in Clause 15.2 of the Terms, those obligations will be suspended for the duration of the force majeure situation.
    • Force majeure is understood to mean any circumstance independent of the will of the Recruitment Agency as a result of which fulfilment of its obligation towards the Client is prevented, delayed or made uneconomic, as a result of which the fulfilment of these obligations cannot reasonably be expected from the Recruitment Agency. Force majeure on the part of the Recruitment Agency is in any case, but not exclusively understood to mean:
      1. any circumstance beyond the control of the Recruitment Agency or Client, which makes the (unaffected) fulfilment of the obligations of the Recruitment Agency permanently or temporarily impossible or impractical and which should not be for the account and risk of the Recruitment Agency by law or by standards of reasonableness and fairness;
      2. strike, business occupation, blockades, embargoes, government measures, wars, attacks, revolutions and / or any equivalent situation, power failures, failures in electronic communication lines, fires, explosions and other calamities, water damage, floods, earthquakes and other natural disasters, pandemics, as well as diseases of an epidemiological nature affecting the performance of the obligations by the Recruitment Agency;
      3. based on social pressure or government advice, the Recruitment Agency or Client take the decision to close their location(s) in whole or in part
    • The parties will inform each other of a force majeure situation as soon as possible.

16.         General

• Any failure by the Recruitment Agency to enforce at any particular time any clauses as outlined in these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.
• Headings contained in these Terms are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate.
• If any provision, clause or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms shall remain in full force and effect to the extent permitted by law.
• Any reference to legislation, statute, act or regulation shall include any revisions, re-enactments or amendments that may be made from time to time.

17.         Notices

• Any notice required to be given under these Terms (including the delivery of any information or invoice) shall be in writing and may be delivered by hand, e-mail, electronically or prepaid first-class post to the registered office of the party as mentioned in these Terms (or as otherwise notified from time to time to the sender by the recipient for the purposes of these Terms).
• Notices shall be deemed to have been given and served:
  5. if delivered by hand, at the time of delivery if delivered before 5.00pm on a business day or in any other case at 10.00am on the next business day after the day of delivery; or
  6. if sent by e-mail, at the time of despatch if despatched on a business day before 5.00 p.m. or in any other case at 10.00 a.m. on the next business day after the day of despatch, unless the transmission report indicates a faulty or incomplete transmission or, within the relevant business day, the recipient informs the sender that the facsimile or e-mail message was received in an incomplete or illegible form; or
  7. if sent by prepaid first-class post, 48 hours from the time of posting.

18.         Variation

• No variation or alteration of these Terms shall be valid unless approved in writing by a Director of the Client and the Recruitment Agency.

19.         Applicable Law

• These General Terms and Conditions are governed by Dutch law and are subject to the exclusive jurisdiction of the courts in the principle place of business of the Recruitment Agency.

Standard Terms of Business

Introduction of Candidates to Clients for Direct Engagement

1. Scope of Agreement
These Terms constitute the entire agreement between the Employment Agency and [Client], a company incorporated in England and Wales under company number [ ] and whose registered office is at [ ] and shall govern all work between them. In the event of a conflict between these Terms and any other agreement, the former shall prevail.

2. Definitions in These Terms:

2.1. “Client” means the person, firm or corporate body to whom the Employment Agency Introduces a Candidate;

2.2. “Candidate” means the person Introduced by the Employment Agency to the Client for an Engagement including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or employee of the Candidate if the Candidate is a limited liability partnership and members of the Employment Agency’s own staff;

2.3. “Data Protection Legislation” means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation (EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) the Data Protection Act 1998 (iii) any successor legislation to the GDPR or the Data Protection Act 1998

2.4. “Employment Agency” means Salt Search Limited (company number 06912620), incorporated in England and Wales with a registered office at 9 Wootton Street, London, SE1 8TG;

2.5. “Engagement” means the engagement, employment or use of the Candidate by the Client or by any Third Party to whom or to which the Candidate was Introduced by the Client (with or without the Employment Agency’s knowledge or consent) on a permanent or temporary basis, howsoever engaged (whether directly or indirectly); and “Engages” and “Engaged” shall be construed accordingly;

2.6. “Exclusivity” means the Employment Agency will be the sole supplier of Candidates to fulfil the Engagement;

2.7. “Introduction” means:
a) the interview of a Candidate in person, by telephone, via Skype or any other method; or
b) the passing of a curriculum vitæ or information about the Candidate.
The time of the Introduction shall be taken to be the earlier of (a) and (b) above; and “Introduced” and “Introduces” shall be construed accordingly;

2.8. “Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003, and references to this particular Regulation are references contained therein;

2.9. “Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, shift allowances, location weighting, call-out allowances, the benefit of a company car and all other payments or emoluments payable to or receivable by the Candidate, for services rendered to or on behalf of the Client. Where the Client provides a company car, a notional amount of £5000 will be added to the salary in order to calculate the Employment Agency’s fee;

2.10. “Terms” means these Terms of Business as further defined by clause 3;

2.11. “Third Party” means any company or person who is not the Client. For the avoidance of doubt, subsidiary and associated companies of the Client (as defined by s.1159 of the Companies Act 2006 and s.416 of the Income and Corporation Taxes Act 1988 respectively) are included in this definition.

3. These Terms

3.1. These Terms constitute the entire agreement between the Employment Agency and the Client in relation to the subject matter hereof and are deemed to be accepted by the Client and to apply by virtue of (a) an Introduction to the Client of, or the Engagement by the Client of, a Candidate or (b) the passing of information about the Candidate by the Client to any Third Party or (c) the Client’s interview or request to interview a Candidate or (d) the Client’s signature at the end of these Terms or (e) any other written expressed acceptance of these Terms. For the avoidance of doubt, these Terms apply whether or not the Candidate is Engaged by the Client for the same type of work as that for which the Introduction was originally affected.

3.2. These Terms supersede all previous agreements between the parties in relation to the subject matter hereof.

3.3. These Terms prevail over any other terms of business or purchase conditions put forward by the Client.

3.4. The Client authorises the Employment Agency to act on its behalf in seeking Candidates and, if the Client so requests, shall advertise for such Candidates through such methods as are agreed with the Client.

3.5. For the purposes of these terms, the Employment Agency acts as an employment agency as defined within the Regulations.

4. Obligations of the Employment Agency 

4.1. The Employment Agency shall use reasonable endeavours to introduce one or more suitable Candidates to meet the requirements of the Client for any particular vacancy. The Employment Agency cannot guarantee to find a suitable Candidate for each vacancy. Without prejudice to clause 4.2 below, the Employment Agency shall use reasonable endeavours to ascertain that the information provided by the Employment Agency to the Client in respect of the Candidate is accurate.

4.2. Employment Agency will use reasonable endeavours to ensure the suitability of the Candidate, but it does not take up references nor seek independent verification of the information supplied by a Candidate. No warranty either expressed or implied is given by Employment Agency as to the suitability of the Candidate for the purposes of the Client or as to the accuracy of any references supplied or qualifications of the Candidate. The Employment Agency accepts no responsibility in respect of matters outside its knowledge.

4.3. All information given by Employment Agency about a Candidate is given in good faith and in reliance on information given to Employment Agency by the Candidate. It shall be the responsibility of the Client to take such steps 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.

4.4. The Client shall be responsible for obtaining all work, security and other permits, verifying professional and academic qualifications, the arrangement of medical examinations and/or investigations into the medical history of the Candidate, satisfying any medical and other requirements or qualifications required by law for the position, which the Candidate is sought.

5. Client Obligations

5.1. To enable the Employment Agency to comply with its obligations under clause 4 the Client undertakes to provide to the Employment Agency details of the position which the Client seeks to fill, including the type of work that the Candidate 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 Candidate 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.

5.2. The Client shall provide details of the date the Client requires the Candidate to commence work, 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 Candidate would be entitled to give and receive to terminate the employment with the Client.

5.3. The Client shall inform the Employment Agency within 5 business days where it receives details of a Candidate from the Employment Agency which it has already received from another agency in relation to the same vacancy. If no such notification is given by the Client then, in the event of an Engagement, the Client agrees the Employment Agency is entitled to charge a fee in accordance with clause 6.1.

5.4. The Client agrees to:
a) notify the Employment Agency within 2 business days that its offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration to the Candidate and the date of Engagement; and
b) pay the Employment Agency’s fee within the period set out under clause 7.2.

5.5. The Client shall not seek to cause the Employment Agency to, unlawfully discriminate in relation to the services provided by the Employment Agency to the Client in connection with these Terms and shall disclose any and all information requested by the Employment Agency in the event a Candidate makes a complaint to the Employment Agency.

5.6. The Client shall be liable to pay the Fee where an offer of Engagement has been made verbally or in writing by the Client, and which is subsequently withdrawn by the Client after acceptance by the Candidate either verbally or in writing.

6. Fees

6.1. The Client shall pay the Employment Agency a fee calculated in accordance with clause 6.3 where it Engages, whether directly or indirectly, any Candidate Introduced by or through the Employment Agency within 12 months from the date of the Employment Agency’s Introduction.

6.2. Introductions of Candidates are confidential. Where the Client discloses to a Third Party any details regarding a Candidate Introduced to the Client by the Employment Agency and that Third Party subsequently Engages the Candidate within 12 months from the date of the Introduction, the Client shall pay the Employment Agency’s fee as set out in clause 6.3 and there shall be no entitlement to any rebate or refund to the Client or to the Third Party.

6.3. The fee shall be calculated as a percentage of the Candidate’s Remuneration applicable during the first 12 months of the Engagement (as set out in the table below) or a fixed amount of £ 5000,- whichever is the higher.

The Employment Agency will charge VAT on the fee where applicable.

6.4. Where the amount of the actual Remuneration is not known or disclosed, the Employment Agency will charge a fee calculated in accordance with clause 6.3 on the maximum level of remuneration applicable for the position or type of position the Candidate had been originally submitted to the Client for and/or a comparable position in the general marketplace.

6.5. Where prior to the commencement of the Engagement Employment Agency and the Client agree that the Engagement will be on the basis of a fixed term of less than 12 months, the fee will be calculated pro rata. If the Client (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within 12 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 fee based on the additional Remuneration applicable for the extended period of Engagement.

6.6. When agreed with the Client, charges incurred by the Employment Agency at the Client’s written request in respect of advertising or any other matters will be charged to the Client in addition to the fee, and such charges will be payable whether or not the Candidate is Engaged.

7. Invoices

7.1. Except in the circumstances set out in clauses 6.2 and/or 6.6, no fee is incurred by the Client until the date the Candidate is Engaged; whereupon the Employment Agency will render an invoice to the Client for its fees.

7.2. The Employment Agency shall raise invoices in respect of the charges payable and the Client agrees to pay the amount due within 14 calendar days of the date of the invoice.

7.3. All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated within clause 7.2 unless the Client notifies the Employment Agency in writing within 5 business days of the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does notify the Employment Agency that it wishes to dispute part of an invoice, the Client shall pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with the Employment Agency in order to resolve the dispute as quickly as possible.

7.4. The Employment Agency reserves the right to charge interest on invoiced amounts overdue at the statutory rate as prescribed pursuant to Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 (as may be calculated using the calculator on the website: www.payontime.co.uk).

8. Rebates

8.1. In the event of the Candidate leaving the Client’s service within the agreed rebate time period, Employment Agency will have Exclusivity for a period of 4 weeks to introduce a replacement Candidate;and where the Client Engages a replacement Candidate, the Client shall pay the Employment Agency a fee calculated in accordance with clause 6.3 above (“Charges/Fees”).

8.2. Where the Client qualifies for a rebate in accordance with 8.3, and the Engagement of the Candidate is terminated by the Client or by the Candidate within the time periods specified below, the Client shall be entitled to a rebate of the fee pursuant to the table below:

8.3. The following conditions must be met in order for the Client to qualify for a rebate:
a) the Client must notify the Employment Agency in writing that the Candidate’s Engagement has ended within 7 business days of the Engagement ending or within 7 business days of notice being given to end the Engagement; whichever is earlier; b) the Employment Agency’s invoice for the fee must have been paid within the payment terms in accordance with clause 7.2;
c) the Candidate’s engagement is not terminated by reason of redundancy or re-organisation or change in strategy of the Client;
d) the Candidate did not leave the Engagement as a result of discrimination of any kind or other acts against the Candidate;
e) the Candidate was not at any time in the 12 months prior to the start of the Engagement employed or hired (whether on a permanent or contract basis) by the Client.

8.4. Where the Client re-engages the Candidate either on an employment or indirect basis, any rebate paid to the Client under clause 8.1 in respect of that Candidate, shall be immediately repaid to the Employment Agency by the Client.

9. Liability and Indemnity

9.1. The Employment 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 Employment Agency seeking a Candidate for the Client or from the Introduction, or Engagement of any Candidate by the Client or from the failure of the Employment Agency to introduce any Candidate, or from the Client’s disclosure to a Third Party of any details regarding a Candidate.

9.2. Notwithstanding clause 9.1 above, nothing in these Terms shall be deemed to exclude or restrict any liability of the Employment Agency to the Client for personal injury or death.

9.3. The Employment Agency 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.

9.4. The Client shall indemnify and keep indemnified the Employment Agency against any costs (including legal costs), claims or liabilities incurred directly or indirectly by the Employment Agency arising in connection with these Terms including (without limitation) as a result of:
a) any breach of these Terms by the Client or by its employees or agents; and/or
b) any breach by the Client or Third Party, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity, immigration legislation and the Regulations); and/or
c) any unauthorised disclosure of a Candidate details by the Client or Third Party, or any of its employees or agents.

10. Termination

10.1. These Terms may be terminated by either party without liability to the other if:

10.1.1 7 calendar days’ written notice of termination is given; or

10.1.2 either party makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1976) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

10.1.3 either party ceases, or threatens to cease, to carry on business.

11. Equal Opportunities

11.1. The Employment Agency is committed to equal opportunities and expects the Client to comply with all anti-discrimination legislation regarding the selection and treatment of Candidates.

12. Non-solicitation

The Client agrees that it shall not engage or employ any person employed by Employment Agency for the duration of this Agreement and six months thereafter. In the event of a breach of this clause the Client shall be liable to pay the Employment Agency an immediately payable fee equivalent of £25.000.

13. Confidentiality and Data Protection

13.1. All information contained within these Terms shall remain confidential and the Client shall not divulge it to any Third Party save for its own employees and professional advisers and as may be required by law.

13.2. The Client shall not without the prior written consent of the Employment Agency provide any information in respect of the Candidate to any Third Party whether for employment purposes or otherwise.

13.3. Either Party agrees to comply with all the applicable requirements as set out in the applicable Data Protection Legislation and shall not cause or seek to cause the other Party to breach any Data Protection Legislation in connection with these Terms. The Parties acknowledge that for the purposes of the Data Protection Legislation, the Employment Agency is a Data Controller and the Client is a Data Controller (where Data Controller has the meanings as defined in the Data Protection Legislation).

14. Marketing

In order to attract Candidates and for the purposes of successfully representing the Client whilst providing the recruitment services, The Client permits the Employment Agency to use the Client’s trademarks, logos and/ or brand names for any marketing and/or promotional purposes, unless otherwise agreed in writing.

15. General

15.1. Any failure by the Employment Business to enforce at any particular time any of the clauses pursuant to these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.

15.2. Headings contained in these Terms are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate.

15.3. No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.

15.4. If any provision, clause or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms shall remain in full force and effect to the extent permitted by law.

15.5. Any reference to legislation, statute, act or regulation shall include any revisions, re-enactments or amendments that may be made from time to time.

16. Notices

16.1. Any notice required to be given under these Terms (including the delivery of any information or invoice) shall be delivered by hand, sent by facsimile, e-mail or prepaid first-class post to the recipient at its fax number or address specified in these Terms (or as otherwise notified from time to time to the sender by the recipient for the purposes of these Terms).

16.2. Notices shall be deemed to have been given and served:
a) if delivered by hand, at the time of delivery if delivered before 5.00pm on a business day or in any other case at 10.00am on the next business day after the day of delivery; or
b) if sent by facsimile or e-mail, at the time of despatch if despatched on a business day before 5.00 p.m. or in any other case at 10.00 a.m. on the next business day after the day of despatch, unless the transmission report indicates a faulty or incomplete transmission or, within the relevant business day, the recipient informs the sender that the facsimile or e-mail message was received in an incomplete or illegible form; or
c) if sent by prepaid first-class post, 48 hours from the time of posting.

17. Variation

17.1. No variation or alteration of these Terms shall be valid unless approved in writing by the Client and the Employment Agency. These varied terms shall be included in Appendix B: Variation to Terms (‘Appendix B’). In the event of conflict between this Agreement and Appendix B, the terms and conditions as set out in Appendix B shall prevail.

18. Applicable Law

18.1. These Terms shall be construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

19. Sign Off

Client Signature:           _________________________________

Print Name:   

Date:

For and on behalf of Client     

Employment Agency Signature:           _________________________________  

Print Name:   

Date:

For and on behalf of Employment Agency

Standard Terms of Business version April 2018

Standard Terms of Business

Introduction of Candidates to Clients for Direct Engagement

1. Scope of Agreement

1.1. These Terms constitute the entire agreement between the Employment Agency and Client, a company incorporated in XXX under company number XXX and whose registered office is at XXX and shall govern all work between them. In the event of a conflict between these Terms and any other agreement, the former shall prevail.

2. Definitions in These Terms: 

2.1. “Client” means the person, firm or corporate body to whom the Employment Agency Introduces a Candidate;

2.2. “Candidate” means the person Introduced by the Employment Agency to the Client for an Engagement including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or employee of the Candidate if the Candidate is a limited liability partnership and members of the Employment Agency’s own staff;

2.3. “Data Protection Legislation” means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation (EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) the Data Protection Act 1998 (iii) any successor legislation to the GDPR or the Data Protection Act 1998

2.4. “Employment Agency” means Salt Search Limited, (company number 06912620) incorporated in England and Wales with a registered office at 9 Wootton Street, London, SE1 8TG;

2.5. “Engagement” means the engagement, employment or use of the Candidate by the Client or by any Third Party to whom or to which the Candidate was Introduced by the Client (with or without the Employment Agency’s knowledge or consent) on a permanent or temporary basis, howsoever engaged (whether directly or indirectly); and “Engages” and “Engaged” shall be construed accordingly;

2.6. “Exclusivity” means the Employment Agency will be the sole supplier of Candidates to fulfil the Engagement;

2.7. “Introduction” means:
a) the interview of a Candidate in person, by telephone, via Skype or any other method; or
b) the passing of a curriculum vitæ or information about the Candidate.
The time of the Introduction shall be taken to be the earlier of (a) and (b) above; and “Introduced” and “Introduces” shall be construed accordingly;

2.8. “Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003; references to a particular Regulation are references contained therein;

2.9. “Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, shift allowances, location weighting, call-out allowances, the benefit of a company car and all other payments or emoluments payable to or receivable by the Candidate for services rendered to or on behalf of the Client. Where the Client provides a company car, a notional amount of €5000 will be added to the salary to calculate the Employment Agency’s fee;

2.10. “Terms” means these Terms of Business as further defined in clause 3;

2.11. “Third Party” means any company or person who is not the Client. For the avoidance of doubt, subsidiary and associated companies of the Client (as defined by s.1159 of the Companies Act 2006 and s.416 of the Income and Corporation Taxes Act 1988 respectively) are included in this definition.

3. These Terms

3.1. These Terms constitute the entire agreement between the Employment Agency and the Client in relation to the subject matter hereof and are deemed to be accepted by the Client and to apply by virtue of (a) an Introduction to the Client of, or the Engagement by the Client of, a Candidate or (b) the passing of information about the Candidate by the Client to any Third Party or (c) the Client’s interview or request to interview a Candidate or (d) the Client’s signature at the end of these Terms or (e) any other written expressed acceptance of these Terms. For the avoidance of doubt, these Terms apply whether or not the Candidate is Engaged by the Client for the same type of work as that for which the Introduction was originally affected.

3.2. These Terms supersede all previous agreements between the parties in relation to the subject matter hereof.

3.3. These Terms prevail over any other terms of business or purchase conditions put forward by the Client.

3.4. The Client authorises the Employment Agency to act on its behalf in seeking Candidates and, if the Client so requests, shall advertise for such Candidates through such methods as are agreed with the Client.

3.5. For the purposes of these terms, the Employment Agency acts as an employment agency as defined within the Regulations.

4. Obligations of the Employment Agency

4.1. The Employment Agency shall use reasonable endeavours to introduce one or more suitable Candidates to meet the requirements of the Client for any particular vacancy. The Employment Agency cannot guarantee to find a suitable Candidate for each vacancy. Without prejudice to clause 4.2 below, the Employment Agency shall use reasonable endeavours to ascertain that the information provided by the Employment Agency to the Client, in respect of the Candidate is accurate.

4.2. Employment Agency will use reasonable endeavours to ensure the suitability of the Candidate, but it does not take up references nor seek independent verification of the information supplied by a Candidate. No warranty either expressed or implied is given by Employment Agency as to the suitability of the Candidate for the purposes of the Client, or as to the accuracy of any references supplied or qualifications of the Candidate. The Employment Agency accepts no responsibility in respect of matters outside its knowledge.

4.3. All information given by Employment Agency about a Candidate is given in good faith and in reliance on information given to the Employment Agency by the Candidate. It shall be the responsibility of the Client to take such steps 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.

4.4. The Client shall be responsible for obtaining all work, security and other permits, verifying professional and academic qualifications, the arrangement of medical examinations and/or investigations into the medical history of the Candidate, satisfying any medical and other requirements or qualifications required by law for the position, which the Candidate is sought.

5. Client Obligations 

5.1. To enable the Employment Agency to comply with its obligations under clause 4 the Client undertakes to provide to the Employment Agency details of the position which the Client seeks to fill, including the type of work that the Candidate 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 Candidate 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.

5.2. The Client shall provide details of the date the Client requires the Candidate to commence work, 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 Candidate would be entitled to give and receive to terminate the employment with the Client.

5.3. The Client shall inform the Employment Agency within 5 business days where it receives details of a Candidate from the Employment Agency which it has already received from another agency in relation to the same vacancy. If no such notification is given by the Client then, in the event of an Engagement, the Client agrees the Employment Agency is entitled to charge a fee in accordance with clause 6.

5.4. The Client agrees to:
a) notify the Employment Agency within 2 business days that its offer of an Engagement to the Candidate has been accepted and to provide details of the Remuneration to the Candidate and the date of Engagement, and
b) pay the Employment Agency’s fee within the period set out under clause 7.2.

5.5. The Client shall not seek to cause the Employment Agency to, unlawfully discriminate in relation to the services provided by the Employment Agency to the Client in connection with these Terms, and shall disclose any and all information requested by the Employment Agency in the event a Candidate makes a complaint to the Employment Agency.

5.6. The Client shall be liable to pay the Fee where an offer of Engagement has been made verbally or in writing by the Client, and which is subsequently withdrawn by the Client after acceptance by the Candidate either verbally or in writing.

6. Fees

6.1. The Client shall pay the Employment Agency a fee calculated in accordance with clause 6.3 where it Engages, whether directly or indirectly, any Candidate Introduced by or through the Employment Agency within 12 months from the date of the Employment Agency’s Introduction.

6.2. Introductions of Candidates are confidential. Where the Client discloses to a Third Party any details regarding a Candidate Introduced to the Client by the Employment Agency and that Third Party subsequently Engages the Candidate within 12 months from the date of the Introduction, the Client shall pay the Employment Agency’s fee as set out in clause 6.3 and there shall be no entitlement to any rebate or refund to the Client or to the Third Party.

6.3. The fee shall be calculated as a percentage of the Candidate’s Remuneration applicable during the first 12 months of the Engagement (as set out in the table below) or a fixed amount of € 5.000,- whichever is the higher.

The Employment Agency will charge VAT on the fee where applicable.

6.4. Where the amount of the actual Remuneration is not known or disclosed, the Employment Agency will charge a fee calculated in accordance with clause 6.3 on the maximum level of remuneration applicable for the position or type of position the Candidate had been originally submitted to the Client for and/or a comparable position in the general marketplace.

6.5. Where prior to the commencement of the Engagement Employment Agency and the Client agree that the Engagement will be based on a fixed term of fewer than 12 months, the fee will be calculated pro rata. If the Client (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within 12 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 fee based on the additional Remuneration applicable for the extended period of Engagement.

6.6. When agreed with the Client, charges incurred by the Employment Agency at the Client’s written request in respect of advertising or any other matters will be charged to the Client in addition to the fee, and such charges will be payable whether or not the Candidate is Engaged.

7. Invoices

7.1. Except in the circumstances set out in clauses 6.2 and/or 6.6, no fee is incurred by the Client until the date the Candidate is Engaged; whereupon the Employment Agency will render an invoice to the Client for its fees.

7.2. The Employment Agency shall raise invoices in respect of the charges payable and the Client agrees to pay the amount due within 14 calendar days of the date of the invoice.

7.3. All invoices will be deemed to be accepted in full by the Client in accordance with the payment terms stated within clause 7.2, unless the Client notifies the Employment Agency in writing within 5 business days of the amount, the Client disputes, and the reason the Client disputes that amount. In the event the Client does notify the Employment Agency that it wishes to dispute part of an invoice, the Client shall pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with the Employment Agency to resolve the dispute as quickly as possible.

7.4. The Employment Agency reserves the right to charge interest on invoiced amounts overdue at the statutory rate as prescribed pursuant to Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 (as may be calculated using the calculator on the website: www.payontime.co.uk).

8. Rebates

8.1. In the event of the Candidate leaving the Client’s service within the agreed rebate time period, Employment Agency will have Exclusivity for a period of 4 weeks to introduce a replacement Candidate; and where the Client Engages a replacement Candidate, the Client shall pay the Employment Agency a fee calculated in accordance with clause 6.3 above (“Charges/Fees”).

8.2. Where the Client qualifies for a rebate in accordance with clause 8.3, and the Engagement of the Candidate is terminated by the Client or by the Candidate within the time periods specified below, the Client shall be entitled to a rebate of the fee pursuant to the table below:

8.3. The following conditions must be met for the Client to qualify for a rebate:
a) the Client must notify the Employment Agency in writing that the Candidate’s Engagement has ended within 7 business days of the Engagement ending or within 7 business days of the notice being given to end the Engagement; whichever is earlier;
b) the Employment Agency’s invoice for the fee must have been paid within the payment terms in accordance with clause 7.2;
c) the Candidate’s engagement is not terminated by reason of redundancy or re-organisation or change in strategy of the Client;
d) the Candidate did not leave the Engagement as a result of discrimination of any kind or other acts against the Candidate;
e) the Candidate was not at any time in the 12 months prior to the start of the Engagement employed or hired (whether on a permanent or contract basis) by the Client.

8.4. Where the Client re-engages the Candidate either on an employment or indirect basis, any rebate paid to the Client under clause 8.1 in respect of that Candidate, shall be immediately repaid to the Employment Agency by the Client.

9. Liability and Indemnity

9.1. The Employment 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 Employment Agency seeking a Candidate for the Client or from the Introduction, or Engagement of any Candidate by the Client or from the failure of the Employment Agency to introduce any Candidate or from the Client’s disclosure to a Third Party of any details regarding a Candidate.

9.2. Notwithstanding clause 9.1 above, nothing in these Terms shall be deemed to exclude or restrict any liability of the Employment Agency to the Client for personal injury or death.

9.3. The Employment Agency 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.

9.4. The Client shall indemnify and keep indemnified the Employment Agency against any costs (including legal costs), claims or liabilities incurred directly or indirectly by the Employment Agency, arising in connection with these Terms including (without limitation) as a result of:
a) any breach of these Terms by the Client or by its employees or agents; and/or
b) any breach by the Client or Third Party, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity, immigration legislation and the Regulations); and/or
c) any unauthorised disclosure of a Candidate details by the Client or Third Party, or any of its employees or agents.

10. Termination

10.1. These Terms may be terminated by either party without liability to the other if:

10.1.1 7 calendar days’ written notice of termination is given; or

10.1.2 either party makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1976) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

10.1.3 either party ceases or threatens to cease, to carry on business.

11. Equal Opportunities

11.1. The Employment Agency is committed to equal opportunities and expects the Client to comply with all anti-discrimination legislation regarding the selection and treatment of Candidates.

12. Non-solicitation

12.1. The Client agrees that it shall not engage or employ any person employed by Employment Agency for the duration of this Agreement and six months thereafter. In the event of a breach of this clause, the Client shall be liable to pay the Employment Agency an immediately payable fee of € 25.000.

13. Confidentiality and Data Protection

13.1. All information contained within these Terms shall remain confidential and the Client shall not divulge it to any Third Party save for its own employees and professional advisers and as may be required by law.

13.2. The Client shall not without the prior written consent of the Employment Agency provide any information in respect of the Candidate to any Third Party whether for employment purposes or otherwise.

13.3. Either Party agrees to comply with all the applicable requirements set out in the applicable Data Protection Legislation and shall not cause or seek to cause the other Party to breach any Data Protection Legislation in connection with these Terms. The Parties acknowledge that for the purposes of the Data Protection Legislation, the Employment Agency is a Data Controller and the Client is a Data Controller (where Data Controller has the meanings as defined in the Data Protection Legislation).

14. Marketing

14.1. In order to attract Candidates and for the purposes of successfully representing the Client whilst providing the recruitment services, The Client permits the Employment Agency to use the Client’s trademarks, logos and/ or brand names for any marketing and/or promotional purposes, unless otherwise agreed in writing.

15. General

15.1. Any failure by the Employment Agency to enforce at any particular time any clauses as outlined in these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently.

15.2. Headings contained in these Terms are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate.

15.3. No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.

15.4. If any provision, clause or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of these Terms shall remain in full force and effect to the extent permitted by law.

15.5. Any reference to legislation, statute, act or regulation shall include any revisions, re-enactments or amendments that may be made from time to time.

16. Notices

16.1. Any notice required to be given under these Terms (including the delivery of any information or invoice) shall be delivered by hand, sent by facsimile, e-mail or prepaid first-class post to the recipient at its fax number or address specified in these Terms (or as otherwise notified from time to time to the sender by the recipient for the purposes of these Terms).

16.2. Notices shall be deemed to have been given and served:
a) if delivered by hand, at the time of delivery if delivered before 5.00pm on a business day or in any other case at 10.00am on the next business day after the day of delivery; or
b) if sent by facsimile or e-mail, at the time of despatch if despatched on a business day before 5.00 p.m. or in any other case at 10.00 a.m. on the next business day after the day of despatch, unless the transmission report indicates a faulty or incomplete transmission or, within the relevant business day, the recipient informs the sender that the facsimile or e-mail message was received in an incomplete or illegible form; or
c) if sent by prepaid first-class post, 48 hours from the time of posting.

17. Variation

17.1. No variation or alteration of these Terms shall be valid unless approved in writing by the Client and the Employment Agency. These varied terms shall be included in Appendix B: Variation to Terms (‘Appendix B’). In the event of conflict between this Agreement and Appendix B, the terms and conditions as set out in Appendix B shall prevail.

18. Applicable Law

18.1. These Terms shall be construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

19. Sign Off

Standard Terms of Business version April 2018

Framework Agreement for the Supply of Recruitment Services

This Framework Agreement is made on _____________________

BETWEEN 

[Client Name] (company number XXX) whose registered office is at [INSERT ADDRESS] (“Client”)

AND

Salt Contracts Limited (company number 06912623) whose registered address is at 9 Wootton Street, London, SE1 8TG (“Salt”)

IT IS AGREED as follows:

1. Definitions and Interpretation

1.1 In this Framework Agreement the following definitions apply:

“Agency Affiliate” means any parent, subsidiary, associate or affiliate company (or companies) of Salt including but not limited to Salt Search Limited (company number 06912620) and Salt Contracts Limited (company number 06912623) both of which have a registered office at 9 Wootton Street, London, SE1 8TG;

“Assignment Schedule” means written confirmation of the details of the Temporary Placement as agreed with the Client prior to the commencement of the Temporary Placement;

“Assignment Term” means the period set out in the Assignment Schedule during which the Consultant is supplied by Salt to render the Services to the Client;

“AWR” means the Agency Worker Regulations 2010;

“Basic Working and Employment Conditions” means those terms and conditions that are ordinarily included in the contracts of comparable employees or workers of the Client, as further defined by the AWR;

“Candidate” means the individual Introduced by Salt to the Client to be considered for a Temporary Placement. For the avoidance of doubt, if the individual is Introduced to the Client via a Service Provider, the Candidate is the individual working through that Service Provider;

“Data Protection Legislation” means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation (EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) the Data Protection Act 1998 (iii) any successor legislation to the GDPR or the Data Protection Act 1998;

“Service Provider” means the limited company or umbrella company that represents the Consultant. The Service Provider enters into a contract for services with Salt for the provision of the Services as outlined in the Assignment Schedule;

“Conduct Regulations” means Conduct of Employment Agencies and Employment Businesses Regulations 2003;

“Consultant” means the individual (operating through the Service Provider) supplied by Salt to provide the Services for the Assignment Term via Salt, including any substitute supplied by the Service Provider;

“End Client” means the company with whom the Client has an agreement and who is the ultimate recipient of the Services;

“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 and “Engage”, “Engages”, and “Engaged” shall be construed accordingly;

“Fees” means the charges payable to Salt by the Client. For a Temporary Placement, they are referred to in clause 7 and 8 of these Terms and are as set out in the Assignment Schedule;

“Client’s Group” means the Client and its subsidiaries, any holding company of the Client’s and any subsidiary of such holding company (all as defined in s.1159 of the Companies Act 2006);

“Introduction” means Salt or an Agency Affiliate has directly or indirectly introduced a Candidate or Consultant to a Client and such introduction has occurred when the earlier of any of the following take 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
c) Salt has passed 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 or client, biography or summary of past experience)
The time of the Introduction shall be taken to be the earlier of (a), (b) and (c) above and “Introduced” shall be construed accordingly;

“Remuneration” includes base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, shift allowances, location weighting, call-out allowances, the benefit of a company car and all other payments or emoluments payable to or receivable by the Candidate, for services rendered to or on behalf of the Client. Where the Client provides a company car, a notional amount of £5000 will be added to the salary in order to calculate the Employment Agency’s fee;

“Relevant Period” means within the 8 weeks immediately following the Temporary Placement or within 14 weeks from the commencement of the Assignment Term (whichever is longer) or if the Temporary Placement did not take place, from the date of the initial Introduction;

“Services” means the services to be performed by the Consultant(s) for the Client and described in the Assignment Schedule;

“Temp to Temp Fee” means 13 times the average fees paid by the Client to Salt during the Candidate’s most recent Temporary Placement, or if there has been no such Temporary Placement, 13 times the weekly rate at which that Consultant was offered to the Client by Salt;

“Temporary Placement” means a placement with the Client during which a Consultant, who is/was engaged by Salt (via the Service Provider) to provide the Services for the Assignment Term;

“Terms” means this Framework Agreement for the Supply of Recruitment Services;

“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, experience, qualifications or biography). For the avoidance of doubt, Third Party includes any company in the Client’s Group or the End Client;

“Transfer Fee” means a sum equivalent to 25% of the Remuneration offered to the Consultant plus VAT. If the Remuneration is unknown, the Client shall have 14 days to respond to Salt’s request for details of the Remuneration. If the Client does not provide Salt with such details of the Remuneration within such time period, the Transfer Fee shall be a sum equivalent to 25% of what Salt considers to be the maximum remuneration package applicable for the position or type of position in the general marketplace, plus VAT.

1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.

1.3 The headings contained in this Agreement are for convenience only and do not affect their interpretation.

1.4 Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of these Terms) and all subordinate legislation made (before or after these Terms) under it from time to time.

2. The Framework Agreement

2.1 For the avoidance of doubt, these Terms apply to Temporary Placements only.

2.2 Salt shall, upon receipt of an instruction from a Client regarding a Temporary Placement vacancy, source and supply the Client with Consultant(s) to provide services to the Client on a temporary basis in accordance with the relevant Assignment Schedule. Salt shall act as an employment business for the purposes of the Conduct Regulations in this regard.

2.3 It is understood and agreed by the parties that Salt shall be entitled to subcontract any of the Services set out in these Terms to an Agency Affiliate, provided that Salt shall always be responsible for procuring that the Agency Affiliate complies with these Terms.

2.4 Both parties acknowledge that, by entering into these Terms, neither do so on the basis of any representation, warranty or other provision except as expressly provided in writing.

2.5 Unless otherwise agreed in writing, these Terms shall prevail over and supersede any terms of business or purchase conditions (or similar) put forward by the Client and any previous agreements between the parties relating to Temporary Placements. No variation or alteration of these Terms shall be valid unless approved in writing by the Client and Salt.

2.6 Provided these Terms have been sent to the Client, these Terms are deemed to be accepted by the Client and to apply by 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 arranged by Salt commencing; or (d) any other written expressed acceptance of these Terms.

2.7 These Terms consist of a Framework Agreement between Salt and the Client. These Terms will continue to apply and be enforceable during, between and after Temporary Placements and Introductions until either party terminates the Terms in accordance with clause 12. Notwithstanding this, save as expressly provided, termination of a Temporary Placement or these Terms will not release either party from any obligation accrued on or before such termination. In addition, any obligation of a continuing nature in these Terms will remain in force after termination.

2.8 If any term herein conflicts with any term contained in Appendix B: Variation to Terms, then the Appendix B: Variation of Terms shall take precedence over the specified terms only within this agreement.

3. Services Agreement

3.1 These Terms together with the relevant Assignment Schedule constitute the entire agreement between Salt and the Client for the arrangement of Temporary Placements and the supply of the Services. In consideration for the supply of Consultants to the Client, the Client will pay Salt the Fees referred to in clause 7.

3.2 Upon termination of a Temporary Placement there is no further obligation on either party to enter into further Temporary Placements. However, where further Temporary Placements are entered into, the relevant sections of these Terms will apply. Where the terms of an Assignment Schedule contradict or are inconsistent with the terms of these Terms, the Assignment Schedule will prevail.

4. Salt’s Obligations

4.1 Salt shall attempt to source a suitable Consultant for a Temporary Placement vacancy but gives no guarantees as to the suitability of the Consultant for the role. If the Client deems the Consultant to be suitable for the Temporary Placement, Salt will enter into a contract for services with the Service Provider for the duration of the Assignment Term. For the avoidance of doubt, the Consultant is not Salt’s employee. Salt will supply the Consultant to the Client to perform the Services and will use its reasonable endeavours to ensure the Consultant performs the Services in accordance with the Assignment Schedule.

4.2 Salt’s contract for services with the Service Provider shall require the Consultant to:

4.2.1 Comply with the Client’s reasonable requests to perform certain duties provided they are within the scope of the Services;

4.2.2 Comply with the Client’s rules on health and safety, equality, expenses, security and confidentiality;

4.2.3 Provide the Services to the best of the Consultant’s knowledge, skill power and ability.

4.3 Salt will use all commercially reasonable endeavours to ensure all Consultants assigned to perform the Services are sufficiently trained to competently and skillfully perform the Services. However, it will be the Client’s responsibility to interview and assess the suitability of the Consultant to carry out the Services.

4.4 Where the Client requests a replacement in accordance with clause 5.3.11 below, Salt will use all commercially reasonable endeavours to find a replacement Consultant with appropriate training, skill and experience to perform the Services, as soon as reasonably practicable.

4.5 Salt will not charge the Client any additional costs (over and above what the Client had agreed to pay for the original Consultant) in supplying any replacement or substitute Consultant; however, the Client will continue to be obliged to pay for any undisputed time or expenses incurred in carrying out the Services by the original Consultant and the substitute/replacement Consultant.

4.6 Salt is responsible for making payment to the Service Provider of the Consultant and Salt shall procure an undertaking from the Service Provider that it will account for all taxation due to the authorities in respect of remuneration paid to the Consultant.

4.7 Salt will procure that the Service Provider and/or the Consultant will sign any reasonable form of non-disclosure, secrecy, or confidentiality agreement that may be required by the Client and where the Client is subject to the Freedom of Information Act 2000 (‘FOIA’), Salt will offer such reasonable assistance for any request for information by the Client in accordance with the FOIA.

4.8 Salt will procure that the Service Provider and/ or the Consultant will sign any reasonable form of assurance of intellectual property rights that may be required by the Client.

5. Client’s Obligations

5.1 With any request for Salt to fill a Temporary Placement vacancy and with sufficient notice in advance of the Assignment Term to enable Salt to attempt to find a suitable Consultant, the Client will provide Salt with written details of the Temporary Placement, including the type of work that the Consultant would be required to do; the Assignment Term, the details of any relevant End Client, the location and hours of work; the experience, training, qualifications and any authorisation clearances or approval which the Client considers necessary or which are required by law or any professional body for the Consultant 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.

5.2 The Client shall inform Salt of any information it has that suggests it would be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the position which the Client seeks to fill.

5.3 The Client acknowledges that Salt has no right of supervision, direction or control over the Consultant during a Temporary Placement and is under no obligation to the Client to exercise such supervision, direction or control. The Client warrants and undertakes that it shall:

5.3.1 Provide instructions to the Consultant on the work that is to be done as required from time to time;

5.3.2 Not supervise, direct, monitor or control the manner in which the Consultant performs the Services unless it is solely to ensure that he or she is complying with all health and safety procedures, is carrying out the Assignment safely and is not harming himself/herself or others;

5.3.3 Be responsible for all acts of the Consultant during working hours of the Assignment Term;

5.3.4 In all respects comply with all legislation and codes of practice in relation to the Consultant and the Services for the duration of the Assignment Term;

5.3.5 Ensure the location at which the Consultant is due to perform the Services is safe, secure and suitable. The Client shall advise Salt and the Consultant of any specific health and safety risks applicable to the location where the Services are to be provided, together with details of any steps taken to prevent or control such risks;

5.3.6 Assist Salt in complying with any duties it owes (or the Service Provider owes) to the Consultant under the Working Time Regulations 1998 by supplying any relevant information about the Services requested by Salt and providing the Consultant with sufficient rest breaks. The Client will not do anything which might cause Salt to be in breach of any obligations it may owe the Consultant in this regard;

5.3.7 Where appropriate, provide the Consultant with a suitable workspace and with all necessary administrative and technical support to enable the Consultant to efficiently perform the Services;

5.3.8 Notify Salt and the Consultant of all security and other office procedures implemented at the location where Services are to be provided;

5.3.9 Notify Salt within 2 working days of it becoming dissatisfied with the performance of the Services by the Consultant. For the avoidance of doubt, the Client has no authority to discipline the Consultant or to terminate the Temporary Placement via the Consultant. The Client must only discuss any matters relating to a Temporary Placement (in particular rates, duration, extensions, and termination) with Salt and not with the Consultant.

5.3.10 Accept full responsibility for meeting the cost of any travel and accommodation expenses incurred by the Consultant in the performance of the Services;

5.3.11 Where appropriate, request from Salt the replacement of any Consultant who, in the reasonable opinion of the Client, is not performing satisfactorily;

5.3.12 Have the sole responsibility to satisfy itself that the Consultant has the necessary experience, qualification and skills to perform the Services prior to the Assignment Term. The Client undertakes to liaise with the Consultant sufficiently to ensure the Client’s satisfaction in this regard;

5.3.13 notify Salt within 24 hours if the Consultant fails to attend or perform work for the purposes of the Temporary Placement or the Consultant notifies the Client that he or she is unable to provide the Services for any reason;

6. Agency Workers Regulations 

6.1 It shall be the responsibility of the Client and Salt to ensure that if the AWR applies to the Temporary Placement, and the Consultant has rights under the AWR, that the Consultant benefits from the same Basic Working and Employment Conditions as the Consultant would be entitled to, had such Consultant been engaged directly by the Client.

6.2 Both the Client and Salt agree to cooperate with each other and comply with their respective obligations under the AWR and these Terms.

6.3 The Client agrees and acknowledges that:

6.3.1 it shall provide accurate and up-to-date information to Salt on a continuous basis in relation to the Basic Working and Employment Conditions of comparable employees of the Client to ensure that the remuneration paid by Salt to the Consultant for the Temporary Placement complies with AWR;

6.3.2 it shall provide Salt with information on how the Client calculates holiday pay for comparable employees of the Client;

6.3.3 it shall complete Salt’s questionnaire, to Salt’s satisfaction and any other information requests as soon as reasonably practicable in order to ensure compliance with AWR; and

6.3.4 it shall promptly notify Salt upon any changes in the Basic Working and Employment Conditions (including and without limitation to any pay reviews, bonus payments or increased holidays); and

6.3.5 it is responsible for providing the Consultant with access to information regarding relevant employment vacancies and access to the collective facilities and amenities provided by the Client on an ongoing basis from the first day of the Temporary Placement.

6.3.6 it undertakes and agrees to immediately notify Salt where a Consultant has worked for Client or End Client in the same or similar role as the Assignment where, prior to the planned commencement of the Assignment, such role is within the statutory qualifying period.

6.4 The Client warrants and undertakes that it will not structure the Temporary Placement in a manner that prevents or attempts to prevent the Consultant from being entitled to, or from continuing to be entitled to equivalent Basic Working and Employment Conditions, or which is prohibited under the AWR.

6.5 If Salt receives a written request from the Consultant in relation to the Client’s compliance with the AWR, Salt shall promptly pass such request to the Client; whereupon the Client shall compile a written statement setting out in sufficient detail the information necessary to comply with the AWR and present such statement to Salt by the date determined by Salt or in the absence of such date, within 10 days of receipt of such request.

6.6 The Client shall promptly perform a risk assessment on a pregnant Consultant and make any necessary and appropriate reasonable adjustments. Where the AWR applies to the Assignment and the Consultant is pregnant, Client agrees that, following the statutory qualifying period, Client will, and where applicable will procure that End Client will, permit Consultant time off to attend ante-natal medical appointments and ante-natal classes.

7. Timesheets and Fees 

7.1 The Client will ensure that an authorised representative signs timesheet as presented to the Client by the Consultant every Invoicing Period. Salt may require the Client to use the INTIME recording system or any other time registration system as designated by Salt.

7.2 The Client warrants that such signature or approval by the authorised representative is evidence of the Client’s satisfaction and confirmation of the Consultant’s performance, the hours worked and permitted expenses (if any) stated for the period indicated on the timesheet.

7.3 Subject to clause 5.3.9 and in the event that the Client is dissatisfied with the performance of the Services or the hours worked, the Client shall withhold signature (including electronic approval) of the timesheet and give written notice outlining the reasons of such dissatisfaction and the timesheet to which it relates should be issued to Salt immediately.

7.4 Upon receipt of written notice of the Client’s dissatisfaction with the Services, both parties will negotiate in good faith to settle the dispute in a timely manner. The Client will not withhold or offset any amounts in respect of any disputes with or claims against Salt, until and unless the same have been agreed.

7.5 The Client will not refuse or delay signature of the timesheet without reasonable and proper cause. Any withholding of signature will only relate to the timesheet period for which the Client disputes and will not in any way prejudice the Client’s obligation for payment of any undisputed timesheet periods.

7.6 The Client will pay Salt at the standard rate specified in the Assignment Schedule for the time worked by the Consultant, which falls within the standard time specified in the Assignment Schedule. In addition, the Client will pay Salt the non-standard time rate for any non-standard time (both of which are specified in the Assignment Schedule), and the Client will pay a sum to Salt in lieu of the permitted expenses incurred by the Consultant. The Fees and any other sums due to Salt are exclusive of Value Added Tax, which will be shown separately on any invoice submitted by Salt to the Client.

7.7 Salt shall have the right to increase the rates specified in the Assignment Schedule during a Temporary Placement and the Client shall be obliged to pay an increased Fee or additional sums in the following circumstances:

7.7.1 if during the Assignment Term (or any extended Assignment Term) any statutory legislation comes into force or any changes to interpretation or implementation of the law, which affects the rates set out in the Assignment Schedule, the Fees, deductions, tax, payments or any statutory liability of Salt or the Service Provider;

7.7.2 if in Salt’s reasonable opinion any Consultant is eligible for and/or has not received equivalent Basic Working and Employment Conditions (including but without limitation to any bonus, commission, holiday pay or other payment); or

7.7.3 if the Consultant is entitled to holiday over and above the statutory minimum due to the AWR.
In the above circumstances, Salt will notify the Client in writing of any increase in the Fees or additional payments due from the Client in order to meet its statutory obligations.

7.8 Salt will issue the Client with an invoice containing its Fees for each Temporary Placement every invoicing period (weekly or monthly invoicing to be agreed in the Assignment Schedule) in arrears and the Client will pay such invoices in GBP sterling unless it has been agreed that an alternative currency will be used as set out in the Assignment Schedule.

7.9 The Client shall pay Salt’s invoices within 14 days of the date of the invoice. All sums due from the Client to Salt shall be paid in full without any set-off, deduction or withholding whatsoever including for or on account of any taxes or other duties (including but without limitation to any withholding taxes).

7.10 All of Salt’s invoices will be deemed to be accepted in full by the Client unless the Client notifies Salt in writing within 5 working days of the date of the invoice, the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does so notify Salt that it wishes to dispute part of an invoice, the Client shall pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with Salt in order to resolve the dispute as quickly as possible.

7.11 If the Client does not pay any due and undisputed invoice within 14 days of the date of invoice, without prejudice to any other remedy:

7.11.1 Salt may withhold or suspend the provision of Services with respect to any Temporary Placement;

7.11.2 All sums owing by the Client to Salt with respect to any other Temporary Placement will become due and payable immediately;

7.11.3 The Client will pay interest on all sums due from the date that payment of Salt’s invoice should have been made to the date of actual payment at the rate of 2% above the Bank of England’s base rate, calculated daily and compounded monthly;

7.11.4 The Client will indemnify Salt from and against all losses, damages, costs or expenses (including legal expenses on an indemnity basis) incurred as a result of the Client’s failure to pay its invoices on time or in taking steps to recover monies owed by the Client; and

7.11.5 Salt may terminate any existing and future Temporary Placements that it has arranged for the Client with immediate notice and effect and without liability. The parties’ respective rights and liabilities with respect to such Temporary Placement(s) will be as if such Temporary Placement had been lawfully terminated by Salt for breach thereof by the Client.

8. Transfer Fees Re: Temporary Placements

8.1 If the Consultant has opted out of the Conduct Regulations (which the Client should assume is the case in the absence of having been notified otherwise by Salt), the Client will not, nor will any Third Party, during the Assignment Term or for 6 consecutive months immediately following the end of the Temporary Placement or an Introduction (whichever is later), Engage (other than through Salt) any Consultant.

8.2 In the event of a breach of clause 8.1:

8.2.1 The Client shall be required to pay Salt the Transfer Fee.

8.2.2 Where the Engagement is initially for less than a year and Salt charges a Transfer Fee on that basis, but that Engagement (the “First Engagement”) is extended beyond the intended term (the “Extended Period”) or where the Client re-Engages the Consultant within the 12 month period following the end of the First Engagement (the “Second Engagement”), the Client shall pay Salt a further Transfer Fee plus VAT based on the Consultant’s Remuneration for the Extended Period or the Second Engagement (as applicable), provided in each case that the Transfer Fee payable by the Client to Salt is no more than it would have been had the Transfer Fee with respect to the First Engagement been based on the Consultant’s Remuneration for the first year of the Engagement.

8.2.3 Notwithstanding clauses 8.2.1 and 8.2.2, if the Engagement of a Consultant is temporary and the Client makes payment to an employment business (other than Salt or any of its Agency Affiliates) for the Consultant’s services rather than directly to the Consultant, the Transfer Fee will not apply but instead the Temp to Temp Fee will apply plus VAT.

8.3 Where the Consultant has not opted out of the Conduct Regulations, if the Consultant has been offered an Engagement directly or indirectly by a Client or Third Party during the Relevant Period, the Client will be required to pay Salt the Transfer Fee or the Temp to Temp Fee (the latter will apply if the Engagement is of a temporary nature and the Client makes payment for the Consultant’s services to an employment business other than Salt or one of the Agency Affiliates) unless the Client has notified Salt within 5 working days of such offer of Engagement being made that it wishes to hire the Consultant for an extended hire period of 6 months on the same rates as those specified in the Assignment Schedule (or if no rates were stipulated, the rate that Salt considers to be the maximum rate achievable for such role). At the end of such 6 month period, no Transfer Fee is payable.

8.4 If the Client elects for the extended hire period referred to in clause 8.3, but before the end of such period the Client or Third Party Engages the Consultant either directly or indirectly (e.g. pursuant to being supplied by another employment business) or the Consultant chooses not to be supplied for the extended hire period, the Client agrees to pay Salt the Transfer Fee plus VAT, reduced to reflect any part of the extended hire period already undertaken by the Temporary Worker and paid for by the Client.

8.5 No refund of the Transfer Fee will be paid if the Client’s or Third Party’s direct or indirect Engagement of the Consultant subsequently terminates.

8.6 With respect to clauses 8.1 and 8.3, an offer of Engagement by any of the following will be deemed to be by the Client:

8.6.1 Any company within the Client’s Group;

8.6.2 any associated person, firm or corporate body (as the case may be); and

8.6.3 Any partnership or joint venture in which the Client is a partner or joint venture;

8.7 The Client acknowledges in good faith that:

8.7.1 Salt’s main business is the introduction and provision of services of qualified and experienced consultants to clients;

8.7.2 In effecting such introductions, Salt is disclosing confidential information in which it has an interest and is entitled to protect;

8.7.3 In the absence of the restrictions contained in this clause, the Client might be in a position to take unfair advantage of Introductions effected by Salt and such confidential information, and thereby cause harm to Salt’s business;

8.7.4 In all the circumstances the duration and the extent of the restrictions in this clause are no more than is reasonably necessary for the protection of Salt’s legitimate business interests; and

8.7.5 These Terms apply whether or not the Candidate or Consultant is Engaged by the Client for the same type of work as that for which the Introduction or Temporary Placement was originally affected.

8.8 For the avoidance of doubt, this clause 8 applies whether or not the Consultant is Engaged by the Client for the same type of work as that for which the Temporary Placement or Introduction was originally affected.

9. Termination of Temporary Placement

9.1 A Temporary Placement may be terminated by:

9.1.1 The Client giving Salt written notice in accordance with the client notice period as specified in the Assignment Schedule; and

9.1.2 Salt giving the Client written notice in accordance with the Salt Notice Period as specified in the Assignment Schedule.

9.2 Notwithstanding clause 9.1, a Temporary Placement may be terminated at any time by the Client by written notice with immediate effect on any of the following grounds, provided the Client gives Salt full written details, and such further cooperation as may reasonably be required, namely:

9.2.1 If the Consultant fails to provide the Services to the satisfaction of the Client and the Client does not want Salt to find a suitable replacement;

9.2.2 If the Consultant fails to provide the Services without prior arrangement for more than 5 working days in any consecutive period of 20 working days;

9.2.3 If the Client is on reasonable grounds dissatisfied with the level of technical skill and/or job performance used in the provision of the Services; or

9.2.4 If there is a material or persistent inability of the Consultant to provide the Services to the standard reasonably required by the Client.

9.3 A Temporary Placement may be terminated by Salt on the same date as these Terms terminate.

9.4 Subject to the foregoing, a Temporary Placement will terminate at the end of the Assignment Term unless extended by express mutual agreement in writing.

10. Intellectual Property Rights

10.1 Any copyright, patents and other intellectual property rights arising in the course of the Services will become and remain the Client’s sole property and Salt will, at the Client’s expense, cooperate with any formal steps required by the Client to vest such rights in the Client.

11. Indemnity

11.1 Whilst Salt will confirm that a Consultant has the right to work in the UK and shall endeavour to obtain appropriate proof of qualifications, Salt cannot warrant and shall not be liable for any loss or expense by the Client (including direct loss, indirect or consequential loss, loss of profit, loss of anticipated revenue, loss of reputation or regulatory fines) arising from any incorrect, misleading or misrepresented information provided by the Consultant or the Service Provider.

11.2 Whilst reasonable efforts will be made by Salt to ensure that the Consultant has the required standard of qualification and experience, Salt shall not be liable for any loss, expense, damage or delay arising from and in connection with any failure to provide a Consultant for all or part of the period of the Assignment Term or from any failure by the Consultant to perform the Services, nor for any negligence (whether wilful or otherwise), dishonesty, misconduct or lack of skill of the Consultant howsoever arising or if the Consultant terminates the Temporary Placement for any reason.

11.3 The Services are provided on a time and materials basis. Salt therefore expressly excludes any liability for project timeframes or any liquidated damages relating to the Services.

11.4 From the moment that the Consultant commences a Temporary Placement, the Client agrees to be responsible for all acts, errors or omissions of the Consultant, whether wilful, negligent or otherwise. The Client will also comply in all respects with all statutes including, for the avoidance of doubt, the Working Time Regulations, Health and Safety at Work Act, the Equality Act, by-laws, codes of practice and legal requirements to which the Client is ordinarily subject.

11.5 Salt will keep the Client indemnified in respect of any claim or demand made by the proper authorities for all taxes, national insurance or social security contributions, and other liabilities, charges and dues in respect of the Services performed by the Consultant under an Assignment Schedule. Such indemnification will not apply in the event that the claim, demand or any such liability arises as a result of the Client’s or any Third Party’s supervision, direction or control of the Consultant or as a result of any other of the Client’s or any third party’s acts or omissions.

11.6 The Client shall indemnify and keep indemnified Salt against any costs, claims or liabilities incurred directly or indirectly by Salt arising out of any Temporary Placement or arising out of any breach of the Terms by the Client or arising out of the Client’s failure to comply with the AWR.

12. Termination of Agreement

12.1 This Agreement may be terminated by either party giving four (4) weeks written notice.

12.2 This Agreement may be terminated by either party by written notice with immediate effect:

12.2.1 If the other party commits any material breach of this Agreement or the Assignment Schedule and fails to remedy the breach within seven (7) days of being required in writing to do so; or

12.2.2 If an order is made or an effective resolution is passed for the winding up of that other party (other than for the purposes of restructuring) or a receiver, administration or administrative receiver is appointed over the undertaking or any of the property or assets of that other party.

13. Liability in all cases 

13.1 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 breach by the Client, any company within the Client’s group or a Third party, or any of its employees or agents, of any applicable statutory provisions (including but not limited to those relating to right to work in the UK checks, and the Equality Act 2010); and/or
c) 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.

13.2 Neither party will be liable for any loss or damage whatsoever or howsoever caused arising from any innocent misrepresentation, except to the extent that such liability may not be lawfully excluded.

13.3 Neither party shall be liable for any claims made against the other unless they are notified within 12 months of the action arising.

13.4 Neither party excludes or limits liability for death or personal injury caused by its negligence, for breach of confidentiality or damages caused by intentional misconduct or gross negligence, any other indemnities included within these Terms or any other type of liability which cannot by law be excluded or limited.

13.5 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. Salt shall not be liable for failure to perform its obligations under these Terms if such failure results due to any cause beyond its reasonable control. 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 by law, such liability will be limited to £1,000,000 for all claims, costs, damage and losses under or in connection with these Terms.

14. Confidentiality and Data Protection

14.1 All information relating to a Candidate and Consultant is confidential and where that information relates to an individual is also subject to the applicable Data Protection Legislation and is provided solely for the purposes of providing services to the Client. Either Party shall comply with all the applicable requirements as set out in the applicable Data Protection Legislation and shall not cause or seek to cause the other Party to breach any Data Protection Legislation in connection with these Terms. The Parties acknowledge that for the purposes of the Data Protection Legislation, the Employment Agency is a Data Controller and the Client is a Data Controller (where Data Controller has the meanings as defined in the Data Protection Legislation.

14.2 Both parties recognise that information disclosed to the other in the course of the negotiation of and the performance of a Temporary Placement will contain and incorporate confidential information in which the other has an interest. Both parties agree that they will keep such information confidential, and will neither use nor disclose to a third party any part or the whole of such information (or information gained from such disclosure), until or unless such information becomes public knowledge through no fault of the party using such information.

14.3 All information contained within these Terms shall remain confidential and the Client shall not divulge it to any Third Party save for its own employees and professional advisers and as may be required by law.

14.4 The Client shall not without the prior written consent of Salt provide any information in respect of any Candidate or Consultant to any Third Party whether for employment or engagement purposes or otherwise.

15. General 

15.1 Any failure by Salt to enforce at any particular time any one or more of these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently nor shall it prejudice Salt’s right to take action in respect of the same or any later breach. No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999 but this does not affect any right of any Agency Affiliate or the Consultant to enforce any provision of these Terms against the Client. If any of the provisions of this Agreement shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining provisions, which shall continue to be valid to the fullest extent permitted by applicable laws.

15.2 Salt shall not be liable for any delay or non-performance of its obligations under these Terms to the extent that such delay or non-performance is caused by Force Majeure Event. For the purposes of these Terms, “Force Majeure Event” shall mean any event beyond Salt’s reasonable control including without limitation, fire, floods, storms, earthquakes, natural physical disasters, acts of war, acts of terrorism or threats of, or industrial action or acts of government.

15.3 Any notice under these Terms shall be made in writing. Notices may be sent by post, fax or email. Any notice served by post shall be deemed to have been served 48 hours after it was posted and proof that the notice was properly addressed, pre-paid and posted shall be sufficient evidence of service. Any notice served by fax shall be deemed to have been received on transmission as evidenced by the transmission report. Correctly addressed emails shall be deemed to be received in despatch, as evidenced by hardcopy printouts.

16. Marketing

In order to attract Candidates and for the purposes of successfully representing the Client whilst providing the recruitment services, The Client permits Salt to use the Client’s trademarks, logos and/ or brand names for any marketing and/or promotional purposes, unless otherwise agreed in writing.

17. Governing Law & Jurisdiction 

These Terms shall be construed in accordance with the law of England & Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

Client Signature:           _________________________________

Print Name:   

Date:

For and on behalf of Client     

Salt Signature:           _________________________________  

Print Name:   

Date:

For and on behalf of Salt  

Appendix A: Assignment Schedule 

Margin Only Agreement

Effective Date: xxx

This Margin Only Agreement (‘Agreement’) is entered into between: xxx under Company No xxx and whose registered office is at xxx (hereinafter called “the Client”) and Salt Contracts Limited under Company Number 06912623, whose registered office is at 9 Wootton Street, London, SE1 8TG (hereinafter called “Salt”).

RECITALS
A. Salt is in the business of locating, resourcing and supplying skilled Candidates.
B. Salt intends to Introduce Candidates to the Client. The Client shall Engage with the successful Candidate.
C. In consideration of the recruitment services provided by Salt and the Introduction of the Candidate and subsequent Engagement with the Client, the Client will pay a Fee to Salt throughout the duration of its Engagement with the Candidate.

IT IS HEREBY AGREED AS FOLLOWS:

1. Definitions

1.1 In these Terms –

“Agreement” means this Margin Only Agreement and shall include any Assignment Schedule issued pursuant to this Agreement;

“Assignment” means the period during which the Candidate renders Services to the Client as set out in the Assignment Schedule;

“Data Protection Legislation” means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation (EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) the Data Protection Act 1998 (iii) any successor legislation to the GDPR or the Data Protection Act 1998

“Engagement” means any engagement, employment, retention or use of the Candidate’s services by the Client, or by any third party to whom they have been introduced by the Client on a permanent or temporary basis which shall include under an employment contract, contract for services, agency worker contract, licence, franchise or partnership arrangement, or via any other supplier and “Engage”, “Engages” and “Engaged” shall be construed accordingly;

“Fee” means the Agreed Daily Rate as outlined in the relevant Assignment Schedule;

“Introduction” means the provision of any information to the Client by Salt which identifies a Candidate and in respect of which the Client acknowledges receipt whether orally or in writing and “Introduces” shall be construed accordingly;

“Services” means all or any part of the work or services performed by the Candidate as set out in the Assignment Schedule hereto and performed from time to time pursuant to this Agreement;

2. Term of Agreement

a) This Agreement will apply to the Effective Date and will continue until terminated by either party by giving 1 week written notice to the other party.

b) Either party shall be entitled to terminate this Agreement without notice to the other in the event that:
(i) The other party is in breach of this Agreement and fails to remedy such breach (if capable of remedy);
(ii) The other party goes into liquidation, becomes bankrupt or enters into an arrangement with creditors or members or has a receiver or administrator appointed;
(iii) The agreement between the Candidate and the Client terminates for whatever reason;

c) In the event that the contract is terminated the clauses below detailing the Contract Fees will survive this Agreement.

3. Selection

a) Salt will make reasonable endeavours to select Candidates who are suitable for the Client’s requirements.

b) All Candidates will be subject to telephone and/ or face-to-face interview by the Client’s Interviewers. The Client will arrange these interviews via Salt.

4. Contract Fees

a) The Client will pay the Agreed Daily Rate to Salt for each day during which Candidate’s services are supplied. This Daily Rate will apply regardless of the actual number of hours worked by the Candidate.

b) The Client agrees to provide a Candidate signed and dated summary of the days worked in each week by each Candidate on a weekly basis to accounts@welovesalt.com. Should Salt not be advised of the days worked within 7 days of the week finishing, the Client agrees to be charged for five (5) days in each working week.

c) The Client agrees that for every Candidate who is introduced by Salt and consequently hired by the Client, Salt retains candidate ownership for 12 months following the date on which the Candidate is Engaged by the Client. This means that Salt, within the specified timeframe, is entitled to the Agreed Daily Rate as long as the Candidate provides Services to or for the benefit of the Client, its affiliates and/ or its end clients.

5. Payment Terms

a) Salt shall submit invoices to the Client for the Agreed Daily Rate detailed in Appendix One on a monthly basis.

b) The Client agrees to pay Salt’s invoices in full within 30 days of receipt.

c) Salt is entitled to charge interest to the Client on any outstanding amounts as prescribed pursuant to Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 as amended from time to time (and as may be calculated using the calculator on the website: c) www.payontime.co.uk).

6. Liability

Salt will use reasonable endeavours to ensure the suitability of the Candidate but it does not take up references nor seek independent verification of the information supplied by a Candidate. No warranty either expressed or implied is given by Salt as to the suitability of the Candidate for the purposes of the Client or as to the accuracy of any references supplied or qualifications of the Candidate.

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 to the Client or a subsequent engagement of any Candidate by the Client. Save as cannot be excluded by law, the sole aggregate liability of Salt to the Client arising in connection with this Agreement shall not exceed £ 10.000.

7. Confidentiality and Data Protection

All information relating to a Candidate is confidential and is provided solely for the purposes of providing Services to the Client. Either Party shall comply with all the applicable requirements as set out in the applicable Data Protection Legislation and shall not cause or seek to cause the other Party to breach any Data Protection Legislation in connection with these Terms. The Parties acknowledge that for the purposes of the Data Protection Legislation, the Employment Agency is a Data Controller and the Client is a Data Controller (where Data Controller has the meanings as defined in the Data Protection Legislation).

8. General
a) If any part of this Agreement is found to be unlawful or unenforceable then that part will be deemed to be deleted from this Agreement to the extent thereof and the parties will endeavour in good faith to perform the intention and purpose of that deleted part in a manner that is lawful or enforceable as the case may be.

b) Both parties agree that the terms of this Agreement are fair and reasonable in all the circumstances.

c) It is agreed that this Agreement will be governed and construed according to the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English Courts.

Signed for and on behalf of: