Terms and Conditions for the introduction of Permanent or Temporary Workers, Fixed Term Contract Staff or Contractors (To Be Directly Engaged By The Client)
Where you as an individual or company engage Global Village Worker Ltd (hereinafter referred to as GVW) to introduce to you Permanent or Temporary Workers, Fixed Term Contract Staff, or Contractors, you agree to the Terms and Conditions.
1. THE PARTIES
Global Village Worker Ltd, Company number 12888898 of address 4 Old Park Lane, Queens Lodge, London W1K 1QW. Hereafter referred to as GVW.
Client or Employer refers to the potential employer, hirer, or recruitment to whom the Candidate or Replacement Candidate is Introduced. For the avoidance of doubt, the Hirer/ Employer shall also include any subsidiary or associated person, firm, or corporate body (as the case may be) to whom the Candidate or Replacement Candidate is Introduced.
In these Terms the following definitions apply:
“Cancellation Fee” means the fee payable by the Client to GVW when the Client withdraws an offer of Engagement made to the Candidate before the Candidate has accepted the offer and which is calculated in accordance with clause 4.10;
“Candidate” means the person Introduced by GVW to the Client for an Engagement including any officer, employee or other representative of the Candidate if the Candidate is a corporate body, and members of GVW’s own staff;
“Data Protection Laws” means the Data Protection Act 2018, the General Data Protection Regulation (EU 2016/679) and any applicable statutory or regulatory provisions in force from time to time relating to the protection and transfer of personal data;
“Engagement” means the engagement (including the Candidate’s acceptance of the Client’s offer), employment or use of the Candidate by the Client or by any third party to whom the Candidate has been introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services; under an GVW contract, licence, franchise or partnership agreement; or any other engagement; or through a limited company of which the Candidate is an officer, employee or other representatives; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;
“Introduction” means (i) the passing to the Client of a curriculum vitae or information which identifies the Candidate or (ii) the Client’s interview of a Candidate (in person, by telephone or by any other means), following the Client’s instruction to GVW to search for a Candidate; and, in either case, which leads to an Engagement of the Candidate; and “Introduces” and “Introduced” shall be construed accordingly;
“Introduction Fee” means the fee payable by the Client to GVW for an Introduction resulting in an Engagement;
“Losses” means all losses, liabilities, damages, costs, expenses, fines, penalties or interest, whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands;
“Remuneration” includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and, where applicable, non-taxable) emoluments payable to or receivable by the Candidate for services rendered to or on behalf of the Client or any third party. Where the Client provides a company car, a notional amount of will be added to the salary in order to calculate GVW’s fee;
“Replacement Candidate” means any Candidate Introduced by GVW to the Client to fill the Engagement following the Introduction of another Candidate whose Engagement either did not commence or has terminated during the first 4 weeks of the Engagement or after 1/7 of the Term of Engagement as stipulated in this Agreement, whichever the shortest period;
“Vulnerable Person” means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen.
Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.
The headings contained in these Terms are for convenience only and do not affect their interpretation.
3.1.These terms of business and the attached Schedule(s) (“the Terms”) constitute the contract between GVW and the Client for the Introduction of permanent, temporary, contract staff or consultants (to be engaged directly by the Client) and are deemed to be accepted by the Client by virtue of an Introduction or the Engagement of a Candidate, or the passing by the Client of any information about a Candidate to any third party following an Introduction. On interaction with GVW, paying a deposit in terms of a candidate, introduction or engagement of a candidate you as employer or client agree to the terms as stated in this contract/agreement and accept that you will be bound by it in full
3.2. These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director GVW, these Terms prevail over any other terms of business or purchase conditions (or similar) put forward by the Client.
3.3. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a director of GVW and the Client and are set out in writing, a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.
3.4. GVW acts as an employment agency/ facilitator (as defined in Section 13(2) of the Employment Agencies Act 1973) when Introducing Candidates to the Client for direct Engagement by that Client.
NOTIFICATION AND FEE
4.1. The Client agrees to:
4.1.1. notify GVW immediately of the terms of any offer of an Engagement which it makes to the Candidate;
4.1.2.notify GVW immediately that its offer of an Engagement to the Candidate has been accepted and to provide details to GVW of the Remuneration agreed with the Candidate together with any documentary evidence as requested by GVW; and
4.1.3 pay the Introduction Fee, to be calculated in accordance with the provisions of this clause 4, by the due date(s) for payment in clause 4.2.
4.2. The Introduction Fee calculated in accordance with clause 4.3 below is payable if the Client Engages the Candidate within the period of 6 calendar months from the date of (a) the Introduction, (b) the Client’s withdrawal of an offer of Engagement or (c) the Candidate’s rejection of an offer of an Engagement, (whichever is the later).
4.3 The Introduction Fee shall be payable within 30 days of the date of GVW’s invoice which shall be rendered once the Candidate commences the Engagement. In the Employer does not pay the invoice in full within the 30 day period, the Employer
4.3. Will lose the right to any discount or reduced introductory fee agreed between GVW and the employer/client, the full standard introductory fee will be payable immediately.
4.3.2. Will be liable for any and all cost, including legal costs, incurred in recovering the invoice amount as well as costs
4.4. The Introduction Fee is the amount equal to 11 % of the Remuneration applicable during the first 12 months of the Engagement.
4.5. Where the actual Remuneration is not known, GVW will charge an Introduction Fee calculated in accordance with clause 4.4 based on its determination of the Remuneration taking into account the market rate level of remuneration applicable for the position in which the Candidate has been Engaged and with regard to any information supplied to GVW by the Client and/or comparable positions in the market generally.
4.6. Where prior to the commencement of the Engagement GVW and the Client agree that the Engagement will be on the basis of a fixed term of less than 12 months, the Introduction/ Retainer Fee will apply pro-rata subject to a minimum fee of £1,500. If the Client (a) extends the Engagement beyond the initial fixed term or (b) re-Engages the Candidate within 6 calendar months from the date of termination of the agreed period of the fixed term Engagement, then the Client shall be liable to pay a further fee based on the additional Remuneration applicable for (a) the extended period of Engagement or (b) the period of the second and any subsequent Engagement, subject to the Client not being liable to pay a greater sum in Introduction Fees than the Client would have been liable for under clause 4.3 had the Candidate first been Engaged for 12 months or more.
4.7. Alternative Introduction Fees can be arranged between GVW and the Client, providing the agreements are in writing and signed by two of GVW’s Directors.
4.8. The Client’s obligations under clause 4 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.
4.9. VAT is charged at the standard rate on all fees.
4.10. GVW reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.
4.11. If, after an offer of Engagement has been made to the Candidate, the Client decides for any reason to withdraw it prior to the Candidate accepting the Engagement, the Client shall be liable to pay GVW a Cancellation Fee of 30% of GVW’s introduction fee, where the annual Remuneration is £19,999 or less and 50% of the Remuneration where the annual Remuneration is £20,000 or more.
4.12. In the event that GVW staff with whom the Client has had personal dealings accepts an Engagement with the Client while employed by GVW (or within 3 months of leaving GVW), the Client shall be liable to pay an Introduction Fee to GVW calculated in accordance with clause 4.4 and 4.12
4.13. Without prejudice to the above provisions, in the event that any Charges are not paid by the due date and therefore become overdue, all and any Charges incurred by the Hirer in respect of GVW Worker or otherwise become immediately due to the Employment Business as a debt.
4.14 The deposit paid to GVW on behalf of the Freelance Consultant is not refundable after 7 working days from the date the deposit has been received by GVW in terms of the engagement and where the Freelance Consultant or GVW has commenced work in terms of the Engagement
4.15 The Freelance Consultant will be remunerated by the Client pro-rate for work already completed after commencement of the Engagement.
5.1. If, after an offer has been made and accepted, the Engagement (a) does not commence because the Candidate withdraws their acceptance; or (b) once it has commenced, is terminated by either the Candidate or the Client (except in circumstances where the Candidate is made redundant) before the expiry of 7 working days from the date of commencement of the Engagement; then subject to the terms of clause 5.2 GVW will refund 50% of the Introduction Fee.
5.2. In order to qualify for the refund set out in clause 5.1:
5.2.1. the Client must comply with the provisions of clause 4.1 and must notify GVW in writing of the termination of the Engagement or the non-commencement of the Engagement within 7 days of its termination or non-commencement; and
5.2.2 the Client must exclusively give GVW 4 weeks from the date of the notice of non-commencement or termination in which to find one suitable Replacement Candidate based on the original specification given for the position the Client is seeking to fill. If after 4 weeks from the date of the notice no suitable Replacement Candidate can be found, the Client will then be eligible for a refund, subject to the rest of this clause 5.
5.3. For the purposes of this clause the date of termination of the Engagement shall be the date on which the Candidate ceases working or would have ceased working for the Client, but for any period of garden leave or payment in lieu of notice, whichever is the later.
5.4. In circumstances where clause 4.6. applies, the full Introduction Fee is payable and there shall be no entitlement to a refund.
5.2.5. If subsequent to the Client receiving a refund the Candidate is re-Engaged within a period of 6 calendar months from the date of termination then the refund shall be repaid to GVW. The Client shall not be entitled to any further refunds in relation to the re-Engagement of this Candidate.
5.3. Cancellation fee
5.3.1. Introductions of Candidates are confidential. If a Client discloses a Candidate’s details to a third party, that will be deemed to be a “Third Party Introduction”. If that Third Party Introduction results in an Engagement of the Candidate by the third party within 6 months of the Agency’s Introduction of the Candidate to the Client, then the Client will be liable to the Agency for payment of and Introduction Fee in accordance with clause4.2. Neither the Client nor the third party shall be entitled to a refund of the Introduction Fee under clause 5 in any circumstances.
6. INTRODUCTIONS TO THIRD PARTIES
6.1. Introductions of Candidates are confidential. If a Client discloses a Candidate’s details to a third party, that will be deemed to be a “Third Party Introduction”. If that Third Party Introduction results in an Engagement of the Candidate by the third party within 6 months of GVW’s Introduction of the Candidate to the Client, then the Client will be liable to GVW for payment of an Introduction Fee calculated in accordance with clause 4. Neither the Client nor the third party shall be entitled to a refund of the Introduction Fee under clause 5 in any circumstances.
7. SUITABILITY CHECKS
7.1. GVW endeavours to ensure the suitability of Candidates Introduced to the Client to work in the position which the Client seeks to fill by taking reasonably practicable steps to:
7.1.1 ensure that it would not be detrimental to the interests of either the Client or the Candidate;
7.1.2 ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body;
7.1.3. confirm that the Candidate is willing to work in the position
7.1.4 obtain confirmation of the Candidate’s identity; and that the Candidate has the experience, training, qualifications and any authorisation which the Client considers necessary or which may be required by law or by any professional body
7.2 GWV will satisfy itself as to the suitability of the Candidate for the position the Client seek to fill. GVW will be
7.2.1 look into the references provided by the Candidate
7.2.2. Check the Candidate’s right to work and obtain permission to wrok as required by the relevant law of the country in which the Candidate is Engaged to work
7.2.3. Arrange medical examinations and/or investigations into the medical history of the Candidate if required
7.2.4. Satisfying any medical and or other requirements, qualifications or permissions required for the Candidate to work in the Engagement
7.3 To enable GVW to comply with its obligations under clause 7.1 and 7.2. above the Client undertakes to provide to GVW details of the position which the Client seeks to fill, including the following:
7.3.1. the type of work that the Candidate would be required to do;
7.3.2.the hours of work;
7.3.3. the experience, training, qualifications, and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position;
7.3.4. any risks to health or safety is known to the Client and what steps the Client has taken to prevent or control such risks;
7.3.5. the date the Client requires the Candidate to commence the Engagement;
7.3.6. the duration or likely duration of the Engagement;
7.3.7. the minimum rate of Remuneration, expenses, and any other benefits that would be offered;
7.3.8. the intervals of payment of Remuneration; and
7.3.9. the length of notice that the Candidate would be entitled to give and receive to terminate their employment with the Client.
7.4. Where the Candidate is Introduced for a position which involves working with, caring for or attending a Vulnerable Person GVW shall, in addition to the obligations in clause 7.1, take reasonably practicable steps to:
7.4.1. obtain confirmation of the Candidate’s identity;
7.4.2. obtain confirmation that the Candidate has the experience, training, qualifications, and any authorisation which the Client considers necessary or which may be required by law or by any professional body;
7.4.3. Ensure that the Candidate has been vetted to have the relevant clearances required by law to work with a Vulnerable Person and provide the clearances to the Client.
If GVW has taken all reasonably practicable steps to obtain such information and has been unable to do so fully it shall inform the Client of the steps it has taken to obtain this information in any event.
8. INFORMATION TO BE PROVIDED
When GVW Introduces a Candidate to the Client GVW shall inform the Client that they have obtained confirmation of the matters set out in clause 7.1 [and in the case of a position which involves working with Vulnerable Persons the matters in clause 7.4]. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any public or bank holiday) following, save where the Candidate is being Introduced for an Engagement which is the same as one in which the Candidate has worked within the previous 5 business days and such information has already been given to the Client.
9. INTELLECTUAL PROPERTY RIGHTS
The Client agrees that GVW may use the Client’s logo and/or trademark on its websites and any advertising or marketing material GVW may produce from time to time for the purpose only of stating that the Client is a client of GVW.
10.CONFIDENTIALITY AND DATA PROTECTION
All information relating to a Candidate is confidential and subject to the Data Protection Laws and is provided solely for the purpose of providing work-finding services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the Data Protection Laws in receiving and processing the data at all times. In addition, information relating to GVW’s business which is capable of being confidential must be kept confidential and not divulged to any third party, except information that is in the public domain.
11.1. GVW shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with GVW seeking a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of GVW to introduce any Candidate. For the avoidance of doubt, GVW does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.
11.2. The Client shall indemnify and keep indemnified GVW against any Losses incurred by GVW arising out of any non-compliance with the Data Protection Laws, and/or as a result of any breach of, these Terms by the Client.
12.1. All notices which are required to be given in accordance with these Terms shall be in writing and sent by email to the recorded address of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing or by email.
Notice Served by email is deemed served on transmission. Emails need to be sent to firstname.lastname@example.org
If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws.
14. GOVERNING LAW AND JURISDICTION
These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.
The terms and conditions may be updated periodically, please avail yourself of any updates as they will be applicable to the whole of the agreement with immediate effect.