Recruitment Terms
W Talent | Terms & Conditions | Permanent Recruitment
1. THE AGREEMENT
1.1 This agreement, (which prevails over any other terms and conditions put forward by the Client), takes effect when (a) the Client requests W Talent to Introduce a Candidate; (b) the Client interviews a Candidate; (c) the Client Engages a Candidate; or (d) W Talent provides any Recruitment Services, whichever is earlier.
1.2 W Talent acts as an employment agency (as defined in Section 13(2) of the Employment Agencies Act 1973) when Introducing Candidates to the Client for an Assignment.
2 INTERPRETATION
2.1 In these terms and conditions:
Affiliate - means in relation to a party, any person that controls, is controlled by, or is under common control with that party.
AGR - means the anticipated annual full time equivalent gross remuneration payable to the Candidate which shall include (without limitation) salary, benefits, commission, bonuses, overseas premiums, relocation/living/accommodation allowances, car or car allowances, profit share, “sign on” fees and any other financial emoluments. Where a company car or car allowance is provided, the car will be valued at £8,000 unless agreed otherwise.
Assignment - means any work order required by the Client from time to time.
Candidate - means a person Introduced by W Talent to the Client to be considered for an Engagement.
Client - means any person, firm or company to whom W Talent provides the Recruitment Services.
Engage - means the employment, hire or other use, directly or indirectly and whether under a contract of service or contract for services or otherwise, and/or whether on a permanent, temporary or other basis, of a Candidate by or on behalf of the Client, and ‘Engagement’, ‘Engaged’ shall be interpreted accordingly.
Fees - If the parties have agreed Fees on a retainer-basis, Fees means: the Retainer Fee, the Shortlist Fee and the Completion Fee as set out in Clause 4.1. If the parties have agreed Fees on a contingent-basis, Fees means: the Introduction Fee as set out in Clause 4.2, in either case together with any other fees payable by the Client to W Talent under this agreement.
Introduce - means the provision to the Client of a CV or any other details, whether written or oral, of a Candidate, whether or not the Client had knowledge of that Candidate bfore the Introduction, and ‘Introduction’ shall be construed accordingly.
Recruitment Services - means conducting searches for Candidates for vacancies that the Client has notified to W Talent and Introduction of them to the Client by W Talent .
W Talent - means W Executive UK Limited t/a W Talent, a company registered in England and Wales under company number 15207872, and whose registered office is at Mappin House, 4 Winsley Street, London, UK, W1W 8HF.
3 RECRUITMENT SERVICES
W Talent will use reasonable endeavours to Introduce to the Client a suitable Candidate based on the information provided by the Client under clause 5.2 but it does not guarantee suitability. The Client is solely responsible for satisfying itself as to the suitability and ability of the Candidate prior to an Engagement.
4 FEES AND PAYMENT
| Retainer Based Fees | AGR ≤£39,999 | £39,000 < AGR ≤ £79,999 | AGR > £79,999 |
| Retainer Fee | 8.5% | 10% | 11% |
| Shortlist Fee | 8.5% | 10% | 11% |
| Completion Fee | 8% | 10% | 11% |
| TOTAL | 25% | 30% | 33% |
| Contingent Based Fees | AGR ≤£39,999 | £39,000 < AGR ≤ £79,999 | AGR > £79,999 |
| Introduction Fee | 25% | 30% | 33% |
4.1 Retainer Fees
4.1.1 For retainer-based Fees, W Talent will raise an invoice for the Fees in respect of each Assignment as follows:
(a) the Retainer Fee immediately on commencement of an Assignment;
(b) the Shortlist Fee immediately on presentation by W Talent to the Client of at least 3 Candidates;
(c) the Completion Fee on or before the date on which the Candidate commences an Engagement.
4.1.2 If a retainer-based Assignment is cancelled, or reasonably considered by W Talent to be inactive for a period of 8 weeks or longer, the Client shall pay a cancellation fee of 10% of the AGR, and any advertising costs and travel expenses incurred by W Talent.
4.2 Contingent Fees
4.2.1 For contingent-based Fees, the Client will notify W Talent of any offer of Engagement which it wishes W Talent to make to a Candidate on its behalf; and W Talent will notify the Client whether its offer of Engagement has been accepted.
4.2.2 W Talent will raise an invoice for the Introduction Fee following the commencement of the Engagement. The Client will become liable to pay the Introduction Fee once a Candidate accepts an offer of employment.
4.3 All Fees
4.3.1 Subject to clause 4.3.5, Fees are not refundable in any circumstances.
4.3.2 If the Client retracts an offer of Engagement prior to commencement of the Engagement, all Fees remain payable by the Client in full.
4.3.3 The minimum fee payable by the Client in respect of each successful Engagement is £5,000.
4.3.4 If, during the Introduction Period (a) the Client Engages the Candidate; or (b) the Client refers or introduces the Candidate to a third party (including any Affiliate of the Client) and that third party Engages the Candidate, then the Client will be liable for the Fees as set out in this clause 4.
4.3.5 If an Engagement is terminated within 12 weeks from commencement of the Engagement, W Talent will pay a rebate to the Client as follows:
| Week | Rebate to be paid as a % of Completion Fee or Introduction Fee |
| Weeks 1-3 | 100% |
| Weeks 4-6 | 75% |
| Weeks 7-9 | 50% |
| Weeks 10-12 | 25% |
Payment of a rebate is subject to the following conditions:
(a) the Client notifying W Talent in writing within 7 days of the termination;
(b) the termination not being due to redundancy, constructive or unlawful dismissal, corporate restructure, change of management, job description or role details, preg- nancy, illness or injury;
(c) all monies due from the Client being paid in accordance with this agreement; and
(d) the Client engaging with W Talent exclusively for the Introduction of a replacement Candidate and not unduly delaying the interview process.
4.3.6 If the Client or any Affiliate of the Client re-Engages a Candidate within 12 months following the termination of the initial Engagement, any rebate paid by W Talent will be immediately refunded by the Client.
4.4 Payment Terms
4.5 The Client shall pay each invoice issued by W Talent within 14 days of the invoice date. All amounts payable by the Client are exclusive of VAT and any other applicable taxes.
4.6 If the Client fails to make any payment due to W Talent in accordance with clause 4.5, W Talent will be entitled:
4.6.1 to charge daily interest on the outstanding amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
4.6.2 to require the Client to pay, in advance, for any Recruitment Services which have not yet been performed; and
4.6.3 not to perform any further Recruitment Services;
5 CLIENT OBLIGATIONS
5.1 The Client will:
5.1.1 ensure that the information provided under clause 5.2 is complete and accurate in all respects;
5.1.2 co-operate with W Talent in all matters relating to the Recruitment Services; and
5.1.3 immediately inform W Talent of any changes to the Candidate’s terms of employment.
5.2 When requesting W Talent to Introduce Candidates, the Client will provide to W Talent the following information:
5.2.1 the Client’s full corporate details;
5.2.2 the nature of the vacancy, including the type of work involved, its location, the hours of work, the commencement date and the likely duration;
5.2.3 any risks to health and safety known to the Client and the steps taken by the Client to prevent or control such risks;
5.2.4 the experience, training, qualifications and any authorisations which are required by the Client, including any required by law or any applicable professional body;
5.2.5 any expenses payable by or to the Candidate;
5.2.6 the minimum rate of remuneration, the intervals of payment, expenses and any other benefits;
5.2.7 the length of notice to which the Candidate would be entitled to receive or be required to give for termination of employment;
5.2.8 whether the Client intends to Engage the Candidate otherwise than as an employee on a contract of service; and
5.2.9 whether the vacancy involves working with vulnerable persons, minors or persons in need of care or attention by reason of old age, infirmity or any other circumstances.
5.3 The Client will satisfy itself as to the suitability of any Candidate prior to an Engagement. It is the Client’s responsibility to obtain work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of the Candidate, for obtaining and verifying the Candidate's references, for criminal records and/or background checks and for verifying any other requirements, qualifications or permissions.
5.4 The Client undertakes not to employ or seek to employ any member of W Talent ’s staff. If any member of W Talent’s staff accepts an Engagements while employed by W Talent or within 6 months of leaving W Talent’s employment, the Client will pay an Introduction Fee to W Talent as if that member of staff had been Introduced to the Client by W Talent.
5.5 If requested by W Talent, the Client will provide any information relevant for calculation of the Fee. If the Client fails to provide this information, W Talent may calculate the Fee based on the remuneration for similar roles within the general marketplace.
6 CONFIDENTIALITY
The Client warrants that it shall not, and shall procure that its employees and agents shall not, pass any information concerning a Candidate to any third party without the prior written consent of W Talent. The Client acknowledges that Introductions of Candidates are confidential and that failure to comply with this clause 6 may cause W Talent to breach applicable legislation and accordingly, the Client agrees to indemnify W Talent from any and all liability in connection with the Client's breach of this clause.
7 LIABILITY
7.1 W Talent will not be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with the Introduction to or the Engagement by the Client of a Candidate, unless such loss, damage, costs or expenses are the direct result of the negligence of W Talent .
7.2 Except in the case of death or personal injury caused by W Talent ’s negligence, the liability of W Talent under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise, will not exceed the Fee(s) paid by the Client to W Talent under this agreement in the 12 months preceding the claim.
7.3 W Talent will not be liable to the Client in contract, tort, negligence, breach of statutory duty or otherwise for any indirect or consequential loss, including any economic loss or loss of turnover, profits, business or good-will.
8 TERMINATION
8.1 Either party may terminate this agreement immediately on written notice to the other party:
8.1.1 if the other party is in material breach of this agreement and (if capable of remedy) the breach is not remedied within 30 days of being notified to do so; or
8.1.2 if the other party becomes insolvent or if an order is made or a resolution is passed for the winding up of the other party or if an administrator, administrative receiver is appointed in respect of the whole or any part of the other party’s assets or business, or if the other party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.
8.2 On termination of this agreement, the Client will pay for all Fees due for payment, including those due for payment after the date of termination from commitments reasonably and necessarily incurred by W Talent for the performance of the Recruitment Services before the date of termination.
8.3 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
8.4 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
9 DATA PROTECTION
9.1 The parties acknowledge that W Talent is a Data Controller in respect of the Personal Data of Candidates and provides such Personal Data to the Client in accordance with the Data Protection Legislation for the purposes anticipated by this agreement.
9.2 The parties acknowledge that the Client is a Data Controller but the parties are not Joint Controllers (as defined within Data Protection Legislation) save where a specific agreement is made to that effect between the parties.
9.3 The parties warrant that any Personal Data relating to a Data Subject, whether provided by the Client, W Talent or by the Candidate, will be used, Processed and recorded by the receiving party in accordance with Data Protection Legislation.
9.4 The parties will take appropriate technical and organisational measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration or disclosure.
9.5 The Client will not cause W Talent to breach any of its obligations under the Data Protection Legislation.
9.6 In the event the Client becomes aware of an actual or any reasonably suspected Personal Data Breach, it will immediately notify W Talent and will provide W Talent with a description of the Personal Data Breach, the categories of data which were the subject of the Personal Data Breach and the identity of each Data Subject affected and any other information that W Talent reasonably requests relating to the Personal Data Breach.
9.7 In the event of a Personal Data Breach, the Client will promptly (at its own expense) provide such information, assistance and cooperation and do such things as W Talent may request to investigate and defend any claim or regulatory investigation, mitigate, remedy and/or rectify such breach, and prevent future breaches.
9.8 The Client agrees it will only Process Personal Data of the Candidate for the purpose of the consideration of the Candidate for an Engagement pursuant to this agreement.
10 GENERAL
10.1 Force majeure. Neither party shall have any liability under or be deemed to be in breach of this agreement for any delays or failures in performance of this agreement that result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances exist for a continuous period of more than 6 months, either party may terminate this agreement by written notice to the other party.
10.2 Amendments. No amendment or variation of this agreement will be valid unless confirmed as agreed, in writing, by an authorised signatory of each party.
10.3 Assignment. Neither party may assign, delegate or otherwise transfer any or all of its rights and obligations under this agreement without the prior written agreement of the other party.
10.4 Entire agreement. This agreement contains the whole agreement between the parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The parties confirm that they have not entered into this agreement on the basis of any representation that is not expressly incorporated into this agreement.
10.5 Waiver. No failure or delay by W Talent in exercising any right, power or privilege under this agreement will operate as a waiver nor will any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.
10.6 Agency. This agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties.
10.7 Severance. If any provision of this agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will be severed from this agreement and rendered ineffective without modifying the remaining provisions of this agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this agreement.
10.8 Notices. Any notice to be given under this agreement must be in writing and sent by first class mail to the registered office or principal place of business of the relevant party.
10.9 Law and jurisdiction. The validity, construction and performance of this agreement is governed by English law and will be subject to the exclusive jurisdiction of the English courts.
10.10 Third parties. For the purposes of the Contracts (Rights of Third Parties) Act 1999 this agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.