Recruitment Terms
W Talent | Terms & Conditions | Temporary & Contract 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 This Agreement will continue until terminated in accordance with clause 8.
1.3 W Talent acts as an employment business (as defined in Section 13(3) of the Employment Agencies Act 1973) when Introducing Candidates to the Client for an Assignment.
2 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.
AGR - means the anticipated annual full time equivalent gross remuneration payable to a Candidate under an Engagement, which shall in all cases include (without limitation) salary, benefits, commission, bonuses, overseas premiums, reloca- tion/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 - the period during which W Talent supplies the services of a Temporary Worker to the Client.
AWR - means the Agency Workers Regulations 2010.
Candidate - means a person Introduced by W Talent to the Client to be considered for an Assignment.
Client - means any person, firm or company to whom W Talent provides the Recruitment Services.
Charges - means the daily charges payable in respect of Temporary Workers as set out in Clause 4.
Engage - means the employment, engagement or other use of a Candidate other than through W Talent on a permanent or temporary basis, whether under a contract of service or for services, or through any other engagement directly or through a limited company of which the Candidate is a member or employee, or indirectly through another employment business or company which holds itself out as such, and ‘Engaged’, ‘Engages’ and ‘Engagement’ shall be construed appropriately.
Fees - means any applicable Introduction Fee or Fixed Term Contract Fee as set out in Clause 4, together with any Charges or other fees payable by the Client to W Talent under this agreement.
Fixed Term Contract fee - the Fees payable in relation to any Engagement of a Candidate on a fixed term basis as set out in Clause 4.
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 before the Introduction, and ‘Introduction’ shall be construed accordingly.
Limited Company Contractor - means the company or other legal entity Introduced to the Client by W Talent.
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.
Temporary Worker - means a worker who is Introduced and supplied by W Talent to provide services to the Client, otherwise than as an employee of the Client, including a Limited Company Contractor or a Candidate working through an umbrella PAYE provider.
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, United Kingdom, W1W 8HF.
3 SERVICES
3.1 W Talent will use reasonable endeavours to Introduce to the Client a suitable Candidate based on the information provided by the Client under clause 5.4 but it does not guarantee suitability.
4 CHARGES AND PAYMENT
| AGR ≤ £39,999 | £39,000 < AGR ≤ £79,999 | AGR > £79,999 | |
| Introduction Fee | 25% | 30% | 33% |
The above fees are expressed and calculated as a percentage of the AGR.
4.1 Introduction Fees.
4.1.1 If, during the Relevant Period, the Client, an Affiliate of the Client, or any third party to whom the Client has introduced the Temporary Worker Engages a Temporary Worker, the Client shall be liable to pay an Introduction Fee to W Talent, calculated in accordance with the table above (subject to a minimum fee of £5,000). Alternatively, the Client may elect to continue the Assignment for a further period of 52 weeks, during which time the Client shall continue to pay the Charges in full (“Extended Assignment”).
4.1.2 Where the Client elects for an Extended Assignment but Engages the Temporary Worker before the end of the Extended Assignment, the Introduction Fee will be payable in full.
4.1.3 If requested by W Talent, the Client will provide any information relevant for the calculation of any Introduction Fee. If the Client fails to provide this information, W Talent may calculate the Introduction Fee based on the remuneration for similar roles within the general marketplace.
4.2 Fixed Term Contract Fees.
| AGR ≤ £39,999 | £39,000 < AGR ≤ £79,999 | AGR > £79,999 | |
| Fixed Term Contract Fee | 30% | 35% | 40% |
4.2.1 The Fixed Term Contract Fee will be calculated by dividing the AGR of the Candidate by 12 (“Remuneration Figure”).
4.2.2 The Fixed Term Contract Fee will be calculated by dividing the duration of the fixed term contract by the Remuneration Figure and then multiplying this figure by the relevant fee percentages in the table at Clause 4.
4.2.3 Notwithstanding the AGR of the Candidate, the minimum Fixed Term Contract Fee will be £2,500.
4.2.4 If the Client Engages the Temporary Worker on a permanent basis during the fixed term contract or within 12 months of the completion of the fixed term contract, the Client shall be liable to pay W Talent an Introduction Fee in addition to any Fixed Term Contract Fee in respect of the fixed term contract actually performed. The Client shall not have to pay the proportion of the Fixed Term Contract Fee that is not performed by the Candidate.
4.3 Charges.
4.3.1 Prior to commencement of an Assignment, W Talent will confirm the daily Charge payable by the Client for the supply of the Temporary Worker and the Client shall pay this Charge in accordance with these terms and conditions.
4.3.2 The Client shall at the end of each week or month (as agreed between the parties) during the Assignment, approve a time sheet verifying the number of hours spent performing the services by the Temporary Worker, and to certify that the Client is satisfied with the services provided.
4.3.3 If the Client does not authorise the timesheet within 5 working days of completion of the period to which the timesheet relates the Client will be deemed to have authorised and accepted the Charge unless the Client shall have otherwise notified W Talent in writing within such time period. It is acknowledged that the Client shall not decline to approve a time sheet on the basis that it is dissatisfied with the services provided by the Temporary Worker.
4.4 Payment Terms.
4.4.1 Invoices will be raised on a weekly basis and the Client shall pay all of W Talent’s invoices within 7 days of the date of the invoice.
4.4.2 All amounts stated are exclusive of VAT and any other applicable taxes.
4.4.3 If the Client fails to make any payment by the due date, W Talent will be entitled:
4.4.3.1 to charge daily interest on the outstanding amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.4.3.2 to require the Client to pay, in advance, for any Recruitment Services which have not yet been performed;
4.4.3.3 not to perform any further Recruitment Services; and
4.4.3.4 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 to enter into this Agreement and is acting on its own behalf and not for the benefit of any other person.
5.2 The Client authorises W Talent to act on the Client’s behalf when performing the Recruitment Services.
5.3 The Client will ensure that the information provided under clause 5.4 is complete and accurate in all respects, and shall co-operate with W Talent in all matters relating to the Recruitment Services.
5.4 When requesting W Talent to Introduce Candidates, 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 Assignment, 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 the Assignment;
5.4.8 whether the Assignment involves working with vulnerable persons, minors or persons in need of care or attention by reason of old age, infirmity or any other circumstances; and
5.4.9 whether Off Payroll applies to the Client, and the Off Payroll status of the Assignment.
5.5 AWR
5.5.1 The Client shall at all times comply with its obligations under the AWR, to the extent applicable, including but not limited to providing any Temporary Worker with day one rights subject to and in accordance with Regulations 12 and 13 of the AWR.
5.5.2 The Client shall provide W Talent with “Comparator” information, as defined in AWR, prior to the commencement of an Assignment (and at any time upon on request) to enable W Talent to comply with its obligations under AWR and the Client shall immediately provide W Talent with any updates, amendments or corrections to this information.
5.5.3 Where the Temporary Worker is a Limited Company Contractor, the parties acknowledge that the Temporary Worker shall not be considered an agency worker pursuant to Regulation 3(2) of AWR.
5.6 The Client will satisfy itself as to the suitability of any Temporary Worker prior to commencement of Assignment, including verifying the Temporary Worker’s references, skills, experience, professional and academic qualifications.
5.7 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 commences employment with the Client within 6 months of leaving W Talent’s employment, the Client will pay an Introduction Fee to W Talent in respect of that individual.
5.8 Where Off-Payroll applies to the Client and the services are in scope, the Client undertakes and agrees to use reasonable care in assessing the working practices of the services to be provided during an Assignment and to provide W Talent with its status determination and the reasons for the decision in writing prior to the commencement of Assignment, and to comply with the statutory requirement to notify the Temporary Worker directly.
5.9 The Client undertakes and agrees to promptly provide any information reasonably requested at any time by W Talent in order to assist W Talent to comply with Off-Payroll.
5.10 The Client warrants and undertakes that all information it provides to W Talent under this agreement is true and accurate in all respects.
5.11 The Client warrants to comply with its statutory obligation to provide a status disagreement process and to use best endeavours to resolve status determination disagreements fairly.
5.12 The Client undertakes to inform W Talent, prior to commencement of an Assignment, whether the Client is a "small business" (as defined in Off Payroll) and/or is based wholly overseas.
5.13 The Client undertakes and agrees to notify W Talent immediately in the event of any changes to the information provided under clauses 5.9, 5.10 or 5.12 that occur during the duration of the Assignment.
6. CONFIDENTIALITY
6.1 Neither party shall, during or after termination of this agreement, without the prior written consent of the other party, use or disclose to any other person any information of the other party which is identified as confidential or which is confidential by its nature, except as required by law or a court of competent jurisdiction.
7. LIABILITY AND INDEMNITIES
7.1 W Talent shall have no liability to the Client for the acts or omissions of any Temporary Worker or for correcting, remedying or replacing any services performed by any Temporary Worker.
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 on an Assignment, except as notified to the Client.
7.3 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 Charges paid by the Client to W Talent in the 12 months preceding the claim.
7.4 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 other loss of turnover, profits, business or goodwill.
7.5 The Client will indemnify and hold harmless W Talent from and against all loss, damage, liability or injury to W Talent, its employees and third parties, by reason of or arising out of:
7.5.1 the Client's negligence, misrepresentation or the breach of any obligation by the Client under this agreement; or
7.5.2 the Client's failure to comply with any applicable statutory provisions or obligations
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, is unable to pay its debts, ceases to trade, has a receiver appointed over the whole or any part of its assets, has an administrator appointed, enters into any composition with creditors generally, is wound up or any step is taken towards any of these events.
8.2 On termination of this agreement, the Client will pay for all Charges 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 Re- cruitment 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 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 email to W Talent at contract@wtalent.uk or the Client to any email address used in correspondence with W Talent or 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.