Recruitment Terms - Permanent

ACCEPTANCE OF TERMS AND CONDITIONS

1.1 This Agreement, (which will prevail over any other terms and conditions put forward by the Client), takes effect when:

1.1.1 the Client requests W Talent to Introduce a Candidate for any position; or

1.1.2 the Client, or a third party acting on the Client’s behalf, interviews a Candidate; or

1.1.3 the Client Engages a Candidate in any capacity; or

1.1.4 a Candidate begins work for the Client in any capacity; or

1.1.5 W Talent provides any of the Recruitment Services to the Client.

1.2 This Agreement will continue until terminated in accordance with clause 8.

1.3 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 DEFINITIONS AND INTERPRETATION

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.

Anticipated Gross Remuneration (AGR)

means in relation to a Candidate, the anticipated first year’s full time equivalent gross remuneration which shall in all cases 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 who approaches W Talent with a view to Engaging or otherwise employing a Candidate, or any person, firm or company to whom a Candidate is Introduced by W Talent .

Engage(s) (or Engagement or Engaged)

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 Re-engages is to 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. If the parties have agreed Fees on a contingent basis Fees means: the Introduction Fee as set out in Clause 4, in either case together with any other fees payable by the Client to W Talent under this Agreement.

Introduce(s) (or Introduction)

means the provision to the Client of a curriculum vitae or any other details, whether written or oral, of a Candidate, whether or not the Client had knowledge of that Candidate before the Introduction.

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 trading as W Talent, a company registered in England and Wales under company registration number 15207872, and whose registered office is at Mappin House, 4 Winsley Street, London, United Kingdom, W1W 8HF.

2.1 Words importing the singular number include the plural number and vice versa.

2.2 References to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement.

2.3 Any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done.

2.4 Where the word including is used in this Agreement, it will be understood as meaning ‘including without limitation’.

3 RECRUITMENT SERVICES

3.1 W Talent will provide the Recruitment Services to the Client in consideration for the Client’s paying the applicable Fees.

3.2 W Talent will use reasonable endeavours to, but does not warrant or represent that it will, Introduce to the Client a suitable Candidate.

3.3 W Talent will:

3.3.1 ensure that any Candidate has given its consent for their details to be submitted for any vacancy for which they are submitted;

3.3.2 at the Client’s request supply to the Client copies of

any relevant qualifications or authorisations in W Talent’s possession which it is permitted to disclose.

4 NOTIFICATION, FEES AND PAYMENT

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:

4.1.1.1 the Retainer Fee immediately on commencement of an Assignment;

4.1.1.2 the Shortlist Fee immediately on presentation by W Talent to the Client of a list of a minimum of 3 Candidates;

4.1.1.3 the Completion Fee on or before the date on which the Candidate commences work with the Client.

4.1.2 If an Assignment, which is on a retainer fee basis, 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 Anticipated Gross Remuneration, and any advertising costs and travel expenses incurred by W Talent.

4.2 Contingent Fees.

4.2.1 For contingent based Fees, W Talent will notify the Client of any offer of employment which it wishes W Talent to make to a Candidate; and W Talent will notify the Client that its offer of employment to the Candidate 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 4.3.6, the Fees are not refundable in any circumstances.

4.3.2 If the Client retracts an offer after it has been made by W Talent and prior to the commencement of the Engagement, all Fees remain payable by the Client.

4.3.3 Notwithstanding any other provision of this Agreement, the minimum fee in respect of each Engagement is £5,000.

4.3.4 The Fees charged for an Engagement are applicable for one Engagement only. For each additional Candidate Engaged by the Client, further Fees will be payable.

4.3.5 If, following a Candidate’s unsuccessful application to the Client via W Talent either:

4.3.5.1 the Client, without notifying W Talent , Engages that Candidate in any capacity within 12 months of W Talent ’s having Introduced a Candidate to the Client; or

4.3.5.2 the Client or the Client’s employee, agent or subcontractor refers or Introduces that Candidate to a third party, including an Affiliate of the Client, and that third party Engages the Candidate in any capacity within 12 months of W Talent ’s having Introduced a Candidate to the Client,

then the Client will be liable for the Fees as set out in this clause 4.

4.3.6 In the event that an Engagement terminated (whether by expiry of notice or otherwise) within 12 weeks of commencing the Engagement, W Talent will pay a rebate to the Client as follows:

This provision is subject to:

4.3.6.1 the Client notifying W Talent in writing of the termination of Engagement within 7 days of such termination; and

4.3.6.2 the Client or any person, firm, body, or corporation associated not Engaging the Candidate within 12 months from the date of such termination; and

4.3.6.3 the termination not being due to redundancy, constructive or unlawful dismissal, corporate restructure, change of management /job description or role details, pregnancy, illness or injury; and

4.3.6.4 all monies due from the Client being paid in accordance with these terms and conditions; and

4.3.6.5 the Client agreeing to engage with W Talent exclusively and not resorting to the use of other agencies and not unduly delaying the interview process.

4.3.7 W Talent will use reasonable endeavours to Introduce a replacement Candidate to the Client, if a Candidate leaves as per clause 4.3.6. No additional Fees will be charged to the Client for the replacement provided. If a replacement Candidate is sought by the Client following a rebate being paid as per 4.3.6, any rebate paid will be refunded to W Talent.

4.4 Payment Terms.

4.5 The Client shall pay all of W Talent’s invoices within 14 days of the date of the invoice.

4.6 All amounts stated are exclusive of VAT and any other applicable taxes.

4.7 If the Client does not make a payment by the due date, W Talent will be entitled:

4.7.1 to charge interest (both before and after any judgment) on the outstanding amount at the rate of 5% a year above the base lending rate Barclays Bank plc, accruing daily;

4.7.2 to require the Client to pay, in advance, for any Recruitment Services (or any part of the Recruitment Services) which have not yet been performed;

4.7.3 not to perform any further Recruitment Services (or any part of the Recruitment Services); and

4.7.4 to revoke any favourable payment terms which have been agreed with the Client.

5 CLIENT’S OBLIGATIONS AND ACKNOWLEDGEMENTS

5.1 The Client warrants that it has full capacity and authority to enter into and perform this Agreement and it is acting on its own behalf and not for the benefit of any other person.

5.2 The Client acknowledges and agrees that it authorises W Talent to act on the Client’s behalf and to advertise roles with the Client.

5.3 The Client will:

5.3.1 ensure that the information provided as per clause 5.4 below are complete and accurate;

5.3.2 cooperate with W Talent in all matters relating to the Recruitment Services;

5.3.3 be responsible for all payments to and in respect of the Client’s employees, including wages, holiday pay and national insurance contributions;

5.3.4 not discriminate against any Candidate on the grounds of any protected characteristics; and

5.3.5 immediately inform W Talent of any changes to the Candidate’s terms of employment.

5.4 When requesting W Talent to Introduce Candidates for a vacancy, the Client will provide to W Talent the following information:

5.4.1 the Client’s full corporate details;

5.4.2 the nature of the vacancy, including the type of work involved, its location, the hours of work, the commencement date and the likely duration;

5.4.3 any risks to health and safety known to the Client and the steps taken by the Client to prevent or control such risks;

5.4.4 the experience, training, qualifications and any authorisations which are required by the Client, including any required by law or any applicable professional body;

5.4.5 any expenses payable by or to the Candidate;

5.4.6 the minimum rate of remuneration, the intervals of payment, expenses and any other benefits;

5.4.7 the length of notice to which the Candidate would be entitled to receive or be required to give for termination of employment;

5.4.8 whether the Client intends to Engage the Candidate otherwise than as an employee on a contract of service; and

5.4.9 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.

5.5 The Client will satisfy itself as to the suitability of any Candidate for the vacancy for which the Candidate has been Introduced. It is the Client’s responsibility to:

5.5.1 take up and verify references relating to the Candidate’s qualifications, skills, character and experience;

5.5.2 check the validity of the Candidate’s qualifications;

5.5.3 ensure, where appropriate, that the Candidate is capable of operating any equipment or machinery to the necessary level;

5.5.4 obtain any certificate of sponsorship or permit needed to enable the Candidate to work in the United Kingdom; and

5.5.5 ensure that the Candidate satisfies any medical requirements or other qualifications that may be appropriate or required by law.

5.6 The Client will notify W Talent if it wishes to make an offer of employment to a Candidate on the Client’s behalf.

5.7 By agreeing to Engage or make use of a Candidate in any way, the Client will be liable for the Fee in its entirety.

5.8 If the Client effectively Introduces any Candidate to any third party, whether directly or indirectly, including any Affiliate of the Client, and that Introduction results in an Engagement of the Candidate by that third party, the Client will:

5.8.1 immediately notify the Engagement to W Talent ; and

5.8.2 pay to W Talent the Fees in accordance with clause 4.

5.9 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 .

5.10 The Client:

5.10.1 confirms that it is not aware of anything which will cause a detriment to the interests of the Candidate or the Client if it Engages that Candidate to fill a vacancy; and

5.10.2 will inform W Talent immediately if it becomes aware of any such circumstances.

5.11 The Client will provide W Talent with all information reasonably necessary to enable W Talent to communicate an offer to a Candidate or to otherwise provide the Recruitment Services.

5.12 If W Talent ’s performance of any of its obligations under this Agreement is prevent or delayed by any act or omission of the Client or failure of the Client to perform any relevant obligation (Client Default) without limiting or affecting any other right or remedy available to it:

5.12.1 W Talent shall have the right to suspend performance of the Recruitment Services until the Client remedies the Client Default;

5.12.2 W Talent shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from W Talent ’s failure or delay to perform any of its obligations set out in this clause 5.12; and

5.12.3 the Client shall reimburse W Talent on written demand for any costs or losses sustained or incurred by W Talent arising directly or indirectly from the Client Default.

5.13 If requested by W Talent , the Client will provide copies of all terms applicable to any Engagement and any other 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 market place.

5.14 Any and all payments due to the Candidate pursuant to the Candidate’s engagement with the Client shall be paid by the Client directly. Where the Client employs the Candidate, the Client will be responsible for payment of their remuneration, national insurance contributions and PAYE deductions and the Client shall also be liable for all payments due to the Applicant arising out of the Applicant’s holiday entitlement as prescribed under English Law.

6 CONFIDENTIALITY

6.1 Each party (Receiving Party) will keep the confidential information of the other party (Supplying Party) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party will only use the confidential information of the Supplying Party for the purposes of this Agreement and for performing the Receiving Party’s obligations under this Agreement. The Receiving Party will inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this clause 6.2, and ensure that the Receiving Party’s officers, employees and agents meet those obligations.

6.2 The obligations set out in this clause will not apply to any information that:

6.2.1 was known to or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;

6.2.2 is, or becomes, publicly available through no fault on the part of the Receiving Party;

6.2.3 is provided to the Receiving Party without restriction on disclosure by a third party who did not breach any confidentiality obligations by making such a disclosure;

6.2.4 was developed by the Receiving Party, or on its behalf by a third party who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or

6.2.5 is required to be disclosed by order of a court of competent jurisdiction.

6.3 The obligations set out in this clause will survive termination of this Agreement.

7 WARRANTIES, LIABILITY AND INDEMNITIES

7.1 W Talent gives no warranty as to the suitability of any Candidate for any vacancy.

7.2 W Talent confirms that, in Introducing any Candidate to the Client, it is not aware of anything which will cause any detriment to the interests of that Candidate or the Client if the Client Engages the Candidate to fill a vacancy except as notified to the Client.

7.3 Neither W Talent nor any of its staff will 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 negligent acts or omissions of W Talent .

7.4 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 howsoever will not exceed the Fee(s) paid by the Client to W Talent under this Agreement.

7.5 W Talent will not be liable to the Client in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including any economic loss or other loss of turnover, profits, business or good-will.

7.6 The Client will indemnify and hold harmless W Talent from and against all losses arising from loss, damage, liability, injury to W Talent , its employees and third parties, by reason of or arising out of:

7.6.1 any loss, injury, expense or delay suffered or incurred by a Candidate, however caused; and/or

7.6.2 any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise,

7.6.3 that arises directly or indirectly out of or in any way connected with arising out of or in any way connected with the Introduction, Engagement or use of a Candidate, the withdrawal by the Client of a vacancy, any information supplied by the Client to W Talent or the Client’s breach of this Agreement.

8 TERMINATION

8.1 Either party may terminate this Agreement, at any time, immediately on written notice to the other party (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 (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or 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 or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.

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 following definitions apply in this clause 9:

Agreed Purposes

means the performance of each party of its obligations under this Agreement.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures

as set out in the Data Protection Legislation.

Data Discloser

a party that discloses Shared Personal Data to another party.

Data Protection Legislation

a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data

EU GDPR

the General Data Protection Regulation ((EU) 2016/679).

Permitted Recipients

the parties to this Agreement, the employees of each party, any third parties engaged to perform obligations in connection with this Agreement.

Shared Personal Data

the personal data to be shared between the parties under clause 9.2 of this Agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:

names, contact details, criminal offence and other descriptive information that Candidates and potential Candidates may provide to each party.

UK GDPR

has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

9.2 This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that the Data Discloser will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

9.3 Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.

9.4 Each party shall:

9.4.1 ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

9.4.2 give full information to any data subject whose personal data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

9.4.3 process the Shared Personal Data only for the Agreed Purposes;

9.4.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

9.4.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;

9.4.6 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and

9.4.7 not transfer any personal data received from the Data Discloser outside the UK or EEA unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

9.5 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

9.5.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

9.5.2 promptly inform the other party about the receipt of any data subject rights request;

9.5.3 provide the other party with reasonable assistance in complying with any data subject rights request;

9.5.4 not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;

9.5.5 assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

9.5.6 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

9.5.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the Shared Personal Data;

9.5.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

9.5.9 maintain complete and accurate records and information to demonstrate its compliance with this clause 9 and allow for audits by the other party or the other party's designated auditor; and

9.5.10 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.

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 agree-ment 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, partnership etc. 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 circum-stances 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 to which the parties submit.

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.