TERMS & CONDITIONS
Terms & Conditions of BusinessFor the supply of recruitment services by Art of Freight Ltd
These terms and conditions apply in relation to any employment agency services provided by Art of Freight Ltd (the “Company”)
to any client (the “Client”)
It is agreed as follows:
1. Definitions and Interpretation
In this Agreement, unless the context otherwise requires, the following definitions shall apply:
“Agreement”
means this agreement between the Company and the Client comprising the terms set out in this document;
“Applicant”
means a person in respect of whom, or in respect of whose skills or services, information is provided by the Company to the Client;
“Engagement”
means any direct or indirect engagement (temporary, permanent or on a consultancy basis), employment or use of an Applicant by the Client or anybody corporate to which the Client is connected (including any subsidiary of the Client and any subsidiary of such body corporate), or any third party to whom the Client provides information concerning an Applicant following an Introduction;
“Introduction”
means the earlier of the following events:
(a)
The Company supplying to the Client, orally or in writing, any information sufficient to identify an Applicant or
(b)
The Client interviewing the Applicant in person or otherwise as further set out in clause 2.3.
The words ‘introduce’, ‘introduces’ or ‘introduced’ shall be construed accordingly;
“Introduction Fee”
means the relevant fee percentage of the Engaged Applicant’s Remuneration as set out in clause 3;
“Relevant Rebate Percentage”
means the percentage of rebate entitlement as set out in clause 5;
“Remuneration”
means all payments, bonuses, commission, profit sharing, benefits in kind and any other payments arising from the Engagement and whether payable to the Applicant or to a third party (including, without limitation, a limited company with the Applicant) in respect of or referable to the first year of the Engagement, or which would have been paid if the Engagement had continued for a year.
2. Terms
2.1
In the event of any conflict between this Agreement and any other terms and conditions, this Agreement shall prevail unless expressly agreed otherwise in writing by the Company.
2.2
This Agreement supersedes all previous terms and conditions of business in respect of the subject matter of this Agreement, whether written, oral or implied.
2.3
A Client will be deemed to have accepted the terms of this Agreement by requesting or receiving from the Company an Applicant’s curriculum vitae, by interviewing (whether in person, by telephone or by any other media, including without limitation social media), by Engaging or by continuing to Engage an Applicant, or by passing any information about an Applicant to a third party following an Introduction.
2.4
These terms and conditions shall apply to any Client who directly or indirectly engages any Applicant introduced on a temporary, permanent or consultancy basis.
3. Introduction Fees
3.1
The Introduction Fee is the relevant fee percentage of the Engaged Applicant’s Basic Salary. The relevant fee percentage in respect of a particular Applicant shall be as follows or such other relevant fee percentage as may from time to time be notified in writing to the Client provided that such notification occurs prior to the relevant.
Introduction:
| Applicant’s Annual Salary | Relevant fee percentage |
| £10,000 - £29,999 | 20% |
| £30,000 - £79,999 | 25% |
| £80,000+ | 30% |
3.2
The Client shall pay the Company the Introduction Fee when an Applicant accepts an Engagement within 6 months of the most recent event constituting an Introduction. The Introduction Fee is still payable if an Applicant is engaged in a position other than the one originally intended.
4. Payment of Introduction Fees
4.1
The Client shall immediately notify and communicate the Remuneration (or, to the extent it consists of elements as yet unknown, minimum Remuneration and additional anticipated Remuneration) to the Company on the Engagement of an Applicant following a successful Introduction of an Applicant by the Company to the Client.
4.2
All Introduction Fees payable are due immediately on receipt of invoice which shall be issued by the Company following the notification of an Engagement of a Candidate to the Client and should be made payable to Art of Freight Ltd.
4.3
Any invoices issued pursuant to clause 4.2 which remain unpaid after 14 days of issue will result in the client losing the entitlement to any Relevant Rebate Percentage and/or any discount that may be granted at the sole discretion of the Company for timely payment.
4.4
VAT shall be charged on Introduction Fees, where applicable, at the prevailing rate.
4.5
To the extent that the Remuneration for the relevant period of the Engagement is or will be, in the reasonable opinion of the Company, materially greater than the sum notified by the Client in clause 4.1, the Company shall at any time be entitled to charge an additional Introduction Fee in respect of the difference.
5. Rebate Entitlement
5.1
Should the Engagement terminate before the expiry date of 8 weeks from the date on which an Applicant begins an Engagement at the Client, the Company will pay the Relevant Rebate Percentage, which shall be calculated as follows:
| 1st – 4th week of Engagement | 100% (full rebate) |
| 5th week of Engagement | 75% |
| 6th week of Engagement | 50% |
| 7th week of Engagement | 25% |
| 8th week of Engagement | 0% (no rebate) |
5.2
The Company shall pay the Relevant Rebate Percentage within 14 days of being requested to do so or provide a credit note to the Client for the value of the Relevant Rebate Percentage (to be decided at the Company’s sole discretion) provided that the following conditions are met:
(a) The Client has given the Company written notice of the termination of the Engagement within 7 days of that termination;
(b) The Client has fully paid the Introduction Fee in accordance with clauses 3 and 4;
(c) The Applicant's Engagement is not terminated by reason of redundancy;(d) The Applicant did not leave the Engagement as a result of unlawful discrimination or any other unlawful act against the Applicant; and
(e) The Client has in good faith allowed the Company exclusivity to introduce a suitable replacement Applicant for the same position and the Company has not, within 28 days of the Client’s notification to the Company been able to make an Introduction of a suitable Applicant, provided that the Company shall act in good faith and notify the Client as soon as possible if it does not consider it has any reasonably prospect of finding a suitable replacement candidate.
5.2
If within 6 calendar months of the termination of the Engagement the Applicant is re-engaged by the Client then an Introduction Fee as calculated in clause 3.1 above is payable by the Client to the Company.
5.3
Where a credit note is issued in accordance with clause 5.1 above, this credit note shall be valid for a period of one year from the date of issue.
6. General
6.1
For the purpose of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 as amended the Company is acting as an Employment Agency in relation to supplies under these terms and conditions.
6.2
Time is of the essence for all times, dates and periods specified in this Agreement.
6.3
This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and arrangements (if any), whether written, oral or implied between the Company and the Client relating to the Introduction of Candidates.
6.4
The company can accept no liability whatsoever on behalf of the clients, their servants or agents for any loss, damage, costs or expenses howsoever caused which the client may suffer as a result of the introduction of an applicant.
6.5
No variations can be made to this Agreement unless agreed in writing and signed by a signatory authorised to enter into such agreements by the Company and the Client.
Pursuant to clause 2.3 above, no signature is required to enforce the validity of this Agreement.
