1) Definitions and interpretation
“Applicant” means a person who or entity which is Introduced by EJL to the Client.
“Business Day” means a day other than a Saturday, Sunday or public holiday.
“Candidate” means any Applicant EJL puts forward to be employed or engaged by the Client in any capacity whatsoever and who is subsequently Engaged by the Client.
“Client” means the person, firm or corporate body engaging the service of EJL
“Compensation” means the gross taxable emoluments which would be payable to or receivable by the Candidate from the Client if they worked for 12 months, including but not limited to salary (including any increases), guaranteed and/or anticipated bonuses and commission earnings, profit related pay, allowances, pension contributions and provision of a company car (the value of such benefit to be calculated as per Inland Revenue car benefit assessment rates).
“Conduct Regulations 2003” means the Conduct of Employment Agencies and Employment Business Regulations 2003.
“EJL” means EJ Legal Limited
“Engage” the employment or engagement of an Applicant whether directly or indirectly, whether for a definite or indefinite period or under an agency, licensee, franchise or partnership agreement, within 12 months of the Introduction Date and the terms “Engaged” or “Engagement” shall be construed accordingly.
“Introduce” the provision to the Client of information (whether in writing or verbally), or the passing to the Client of a curriculum vitae, which identifies an Applicant and “Introduction” and “Introduced” shall be construed accordingly.
“Introduction Date” means the date on which EJL Introduces the Candidate to the Client in accordance with Clause 2.
“Introduction Fee” means the fee set out at Clause 3.
“Liabilities” means any expenses, damages, claims, losses, actions, judgments, liabilities, and costs.
“Remuneration” means the entire annual gross taxable emoluments payable to or receivable by the Candidate from the Client during the first year of his/her Engagement or attributable to such period and paid subsequently, including but not limited to salary(including any increases), guaranteed and/or anticipated bonuses and commission earnings, profit related pay, allowances, pension contributions and provision of a company car (the value of such benefit to be calculated as per Inland Revenue car benefit assessment rates).
a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
b) A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
c) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
d) A reference to writing or written includes fax and e-mail.
2) Introduction of Candidates
a) This Agreement regulates the basis upon which the Introductions of Applicants are effected by EJL and are deemed to be accepted by a Client upon the Client's request for details of Applicants or interviews with Applicants (whether by telephone or in person).
b) Pursuant to the Conduct Regulations 2003, EJL acts as an employment agency in relation to the Introduction of Applicants pursuant to this Agreement.
3) Fees for Candidates
a) In consideration of EJL providing the services set out in Clause 2, the Client shall pay the Introduction Fee. The Introduction Fee is:
i) For permanent recruitment: 25% plus VAT of a Candidate's Remuneration.
ii) For fixed-term recruitment: 25% plus VAT of the Candidate’s Compensation ÷ 365 x Number of calendar days of fixed-term contract. Example: An initial fixed-term contract of 12 weeks with Compensation of £35,000 annualised, has been agreed. (£35,000 x 25%)÷ 365 x 84 = £2,013.96 plus VAT. Where the Engagement is on a fixed-term basis and the contract is renewed or extended after its initial fixed-term, further fees will be payable in accordance with the provisions of this clause 3a)ii) until such time as such contract ceases or is confirmed as a permanent position. The fees will be capped at a maximum equivalent of 12 months of a Candidate’s Remuneration.
b) The relevant Introduction Fee is payable if an Applicant is employed or engaged by the Client in any capacity within twelve months of the Introduction Date.
c) Where the Candidate’s actual Remuneration or Compensation is higher than the figure upon which the Introduction Fee has been calculated, the Client shall provide details of the Remuneration or Compensation to EJL within 3 months of the expiry of the first year of the Engagement and EJL shall be entitled to charge a further fee, which shall be calculated by applying the applicable fee rate asper Clause 3a) to the excess amount of the Remuneration or Compensation. The Client undertakes to supply EJL with such information in writing as necessary to calculate such further fee.
d) If, within 12months of the Introduction of an Applicant by EJL to the Client, the Client Engages the Applicant, the Client will:
i) immediately upon making an offer of Engagement to the Applicant, notify EJL of that fact; and
ii) pay EJL the Introduction Fee in accordance with this Clause 3.
4) Refunds for permanent Candidates
a) Subject to the terms of this Clause 4 and provided all other terms of this Agreement have been complied with by the Client, if a Candidate is Engaged on a permanent basis by the Client and that Engagement ceases within twelve weeks of commencing the Engagement, EJL will reimburse the Client as follows:
i) If the Candidate’s Engagement terminates within less than four weeks of commencement of the permanent Engagement: EJL will reimburse the Client 75% of the Introduction Fee;
ii) If a Candidate’s Engagement terminates within four weeks or more but less than eight weeks after commencement of the permanent Engagement: EJL will reimburse the Client 50% of the Introduction Fees; and
iii) If a Candidate’s Engagement terminates within eight weeks or more but less than twelve weeks after commencement of the permanent Engagement: EJL will reimburse the Client 25% of the Introduction Fee.
b) Reimbursement of any Introduction Fee pursuant to Clause 4(a) is conditional on the following:
i) The Introduction Fee was paid to EJL in full within thirty days of the invoice date;
ii) The Client notifies EJL, inwriting, within five working days of a termination of the Candidate's Engagement; and
iii) No reimbursement will be payable to the Client if:
(1) the Candidate is made redundant; or
(2) if the cause of termination has no bearing on the Candidate’s ability, integrity or character.
c) EJL shall within21 days of written notification received in accordance with Clause 4(b)(ii), make a refund of the Introduction Fee (as appropriate) on the terms set out in Clause4.
d) For the avoidance of doubt, there will be no reimbursement of fees in connection with Candidates Engaged on a fixed-term basis.
a) Without prejudice to any additional right of EJL to render further invoices pursuant to Clause 3(c),invoices are rendered for settlement within thirty days of commencement of the Candidate's Engagement.
b) Without prejudice to any other rights or remedies of EJL, failure to pay invoices within the time stated for payment entitles EJL to charge interest at the rate of four per cent(4%) per annum above Barclays Bank PLC base rates from time to time in force from the due date until the actual date of payment. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount. If EJL incurs any legal costs as a result of non-or late payment of an invoice, the Client will be liable for such costs
c) The Client shall not decline to pay the Introduction Fee on the basis that it is dissatisfied with the work performed by the Candidate. In cases of unsuitable or unsatisfactory work the provisions of Clause 4 shall apply.
6) Applicant and Candidate Information and References
a) All information given by EJL about an Applicant is given in good faith and in reliance upon information given to EJL by the Applicant. EJL does not accept any liability in contract, tort or otherwise for any loss or damage suffered by a Client or any other party whatsoever arising from any misrepresentation or incorrect or misleading information, the actual or prospective Engagement of any Applicant, or any act or omission of a Candidate or Applicant.
b) EJL does not take up references on Applicants or Candidates nor does it seek independent verification of information given to it by an Applicant. It is the Client's responsibility to satisfy itself as to the suitability of an Applicant for any position within its organisation.
c) The Client shall be responsible for obtaining work and other permits, for the arrangement of medical examinations and/or investigations into the medical history of any Applicant, and satisfy any medical and other requirements or qualifications required by law.
d) When making a request for the Introduction of Applicants, the Client will give EJL such information as it requires.
e) EJL shall notify the Client immediately if it believes that any Applicant or Candidate is unsuitable for the vacancy or becomes aware of any matter that indicates that an Applicant or Candidate may be unsuitable for the vacancy or is inconsistent with any information previously provided by the Applicant.
7) Restrictions on activities
a) If, within a period of twelve months (or twenty four months in the case of a partnership level position) from the Introduction Date any other person or persons("Colleagues") are introduced to the Client by the Candidate and are subsequently employed or engaged by the Client then in respect of each such Colleague the Client shall pay an additional fee to EJL calculated in accordance with Clause 3 above, as if such Colleague were an Applicant Introduced by EJL to the Client.
b) Information relating to Applicants and all Introductions are strictly confidential. No introduction of any Applicant by the Client to any third party can be made. In the event that the Client passes on details of an Applicant to a third party, such details having been supplied by EJL to the Client within the preceding 12months, and the provision of those details by the Client results in the employment or engagement of the Applicant by that third party, the Client shall be liable to pay EJL an Introduction Fee in accordance with Clause 3 as if such Applicant were Introduced by EJL to the Client.
c) The parties agree that neither of them will either on their own account or in partnership or association with any person, firm, company or organisation, or otherwise and whether directly or indirectly during, or for a period of 12 months from the termination of this Agreement, solicit or entice away or attempt to entice away or authorise the taking of such action by any other person, any employee in a managerial, marketing, accounting, recruitment, account management or sales capacity and who has worked on the services provided under this Agreement at any time during the term of this Agreement.
a) This Agreement shall commence on the date set out above and shall continue, unless terminated earlier in accordance with this Clause 8, until either party gives to the other party 30 days’ prior written notice at any time.
b) 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) Audit and record-keeping
a) EJL shall keep and maintain until 12 months after the Agreement has been completed, or as long a period as may be agreed between the parties, full and accurate records of the Agreement including, in particular:
i) the services provided by EJL under this Agreement; and
ii) all payments made by the Client.
10) Indemnities and insurance
a) During and after this Agreement, EJL agrees to indemnify the Client from and against any and all Liabilities whatsoever arising out of EJL's negligence, misrepresentation or the breach of any obligation to be performed by EJL under this Agreement.
b) The Client shall be responsible for deduction and payment of all tax, National Insurance contributions and other taxes and levies in respect of persons Engaged by the Client and shall keep EJL Indemnified against all Liabilities including in relation to the making of any statutory payments that may be suffered or incurred by EJL.
c) During and after this Agreement, the Client agrees to indemnify, defend and hold harmless EJL from and against any and all Liabilities whatsoever arising out of the Client’s:
i) negligence or misrepresentation;
ii) breach of any obligation to be performed by or on behalf of the Client under this Agreement; and
iii) acts or omissions by or on behalf of the Client or its personnel.
d) During the term of this Agreement (and for a period of 12 months thereafter), EJL shall maintain in force, with a reputable insurance company, professional indemnity insurance in an amount not less than £1 million and shall on the Client's request, produce both the insurance certificate giving details of the cover and the receipt for the current year's premium.
e) The provisions of this Clause 10 shall survive termination of this Agreement.
a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11(b).
i) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause11; and
ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12) Data protection compliance
The provision of information by EJL to the Client as required for the services that EJL provides as a specialist legal recruitment agency and to enable the Client to determine whether it wishes to Engage any Applicant. Services include presenting candidate profiles that may be of interest; and managing the recruitment and interview process. The lawful basis for EJL doing so is that this is necessary for the performance of a contract with the Client and/or for EJL's legitimate interests in the efficient running of a recruitment business.
“Controller”, “data controller”, “processor”, “data processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures”:
as set out in the Data Protection Legislation in force at the time.
“Data Protection Legislation”:
the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
the parties to this Agreement, the personnel of each party and 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 this Agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: full name, marital status, title, gender, contact details including personal and business email addresses and phone numbers; job title and role, current and previous employers, education, academic record and professional qualifications, notice period, current salary, religious beliefs, family status, health and other relevant information that may be provided from a CV or by an Applicant.
“UK Data Protection Legislation”:
all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
b) This Clause 12sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the “Data Discloser”)will regularly disclose to the other party (the “Data Recipient”) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
c) Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation.
d) Each party shall:
i) ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
ii) give full information to any data subject whose personal data may be processed under this Agreement of the nature 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;
iii) process the Shared Personal Data only for the Agreed Purposes;
iv) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
v) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;
vi) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
vii) not transfer any personal data outside of the European Economic Area unless the transferor:
(1) complies with the provisions of Article 26 of the General Data Protection Regulation (in the event the third party is a joint controller); and
(2) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article45 of the General Data Protection Regulation; (ii) there are appropriate safeguards in place pursuant to Article 46 of the General Data Protection Regulation; or (iii) one of the derogations for specific situations in Article49 of the General Data Protection Regulation applies to the transfer.
e) Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
i) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
ii) promptly inform the other party about the receipt of any data subject access request;
iii) provide the other party with reasonable assistance in complying with any data subject access request;
iv) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
v) 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, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
vi) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
vii) 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 personal data;
viii) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
ix) maintain complete and accurate records and information to demonstrate its compliance with this Clause12; and
x) 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 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.
f) Each party shall indemnify the other against all Liabilities (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, and reasonable assistance in dealing with the claim.
13) Warranties and undertakings
a) EJL warrants that it has the necessary expertise to provide the services contemplated in this Agreement and will perform them in keeping with the highest professional business standards by using appropriately qualified, experienced and trained personnel.
b) Each party warrants that it does and it shall comply with the all relevant statutes, laws, regulations and codes of practice from time to time in force in the relevant territory.
a) Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
b) No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
c) If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
15) Entire Agreement
a) This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
b) Each party acknowledges that in entering into this Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
a) Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:
i) delivered by hand or by pre-paid first-class post or other next working day delivery service a tits registered office;
ii) sent by fax to its main fax number; or
iii) sent by email to a director of the relevant party.
b) Any notice or communication shall be deemed to have been received:
i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting or at the time recorded by the delivery service;
iii) if sent by fax, at9.00 am on the next Business Day after transmission; and
iv) if sent by email, at the time the email was recorded as received by the relevant recipient.
17) Governing law and Jurisdiction
a) This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
b) Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).