Client Terms and Conditions of Business

The Lady will only undertake business under the following terms and conditions which are legally binding and should be read carefully.

Definitions:

The Lady: means The Lady (TL), wholly owned by The Lady Limited, The Kinetic Centre, Theobald Street, Borehamwood, Herts. WD6 4PJ

Client: means the person, firm or corporate body together with any subsidiary or associated company (as defined in the Companies Act 1985 and as amended) to whom the Candidate is introduced.

Candidate: means the person(s) that is/are registered with TL in the interest of seeking employment or their replacement(s).

Engagement: means the engagement, employment or use of the Candidate following an introduction to the Client on a permanent basis, whether under a contract of service or services; under an agency, licence, franchise or partnership agreement or any other engagement.

Introduction: means (i) the Client's interview of a Candidate in person or by telephone, following the Client's instruction to TL to search for a Candidate; or (ii) the passing to the Client of a curriculum vitae (CV) or (iii) any other information relating to the Candidate which leads to the engagement of that Candidate by the Client.

Introduction Fee or Fee: means the fee that becomes due to TL based on the fee structure (available on request) following the successful engagement of a Candidate.

Overseas Placement: means the engagement of a Candidate that is to be employed on a permanent basis anywhere that is outside the borders of the United Kingdom (UK) and Northern Ireland. For the avoidance of doubt, this includes Candidates employed in the UK that will be required to spend any amount of time working outside the UK and Northern Ireland.

Permanent Placement: means the engagement of any Candidate by a Client either on a part time or full time basis for an indefinite period of time or any term lasting longer than eight (8) weeks.

Remuneration: Includes base salary or fees, guaranteed bonus and commission earnings, allowances, inducements payments and all other payments and taxable (and, where applicable, non-taxable) emoluments payable or receivable by the Candidate for services rendered to or on behalf of the Client.

The headings in these Terms and Conditions are for reference only and do not affect their interpretation.

These Terms and Conditions of Business are between TL and the employer (the Client) and are deemed to be accepted by the Client if:

  • The Client receives an introduction of a Candidate from the agency and/or contacts the Candidate and/or interviews the Candidate and/or thereafter engages the Candidate.
  • The Client introduces a Candidate or passes on an introduction to any third party.

GENERAL

1. TL is acting as an Employment Agency as defined in the Employment Agencies Act 1973.

2. When registering a job vacancy with TL, the Client agrees to provide details of the position being offered, including the type of work, duties, hours of work, duration of employment, salary offered, the requirements as to experience and qualifications, any authorisation required by law or any professional body and any risks known to health and safety. TL will endeavour to ensure the suitability of the Candidates introduced to the Client by, wherever possible, conducting interviews in person. There may be instances when, unless expressly requested by the client due to time or geographical constraints, interviews may be conducted using visual media. TL will obtain confirmation of the Candidate’s identity, experience, training and qualifications which TL or the Client consider necessary or which may be required by law or by professional bodies.

3. TL acts as a means of introduction only for permanent staff to be directly employed by the Client. TL endeavours to ensure the suitability of any Candidate introduced to the Client. Notwithstanding this, the Client shall satisfy itself as to the suitability of the Candidate by taking up any references provided by the Candidate or TL before engaging said Candidate. The final responsibility and final decision as to whether such a Candidate should be engaged for a permanent position is that of the Client. If required, 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 Candidate and satisfying any medical and other requirements or qualifications required by law of the country in which the Candidate is engaged to work.

4. TL shall not be liable under any circumstances for any loss, expense, damage, delay, cost or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the introduction to or engagement of any Candidate by the Client or from the failure of TL to introduce any Candidate. No liability shall attach to TL either in contract or in tort for loss, injury or damage sustained as a result of the act or omission of a Candidate, however so arising, even if such act or omission is fraudulent or negligent. The Client acknowledges that it should consider taking out appropriate insurance in order to cover against any losses. TL does not exclude liability for death or personal injury arising from its own negligence.

5. The Client is solely responsible for providing a contract of employment to the Candidate and is responsible for the Candidate’s Tax and National Insurance contributions, if and where applicable, in the country where the Candidate is employed. It is the Client’s responsibility to ensure both parties sign and date the agreed Contract of Employment and further to provide confirmation of this to TL.

6. TL reserves the right to advertise any vacancy registered by The Client using any means it deems necessary to source a suitable Candidate. The Client’s identity and information will be kept strictly confidential during this process. In the interest of increasing the number of responses, vacancies will be advertised on third party websites as well as The Lady’s own internet job board unless the Client advises otherwise.

7. The Client acknowledges that, on entering into this agreement, it had the opportunity of taking independent legal advice when deciding whether or not to enter into this agreement and to the effect of its terms.

8. If any condition or part thereof is held by a court of competent jurisdiction to be invalid, such invalidity shall not affect the validity of the remaining conditions or part thereof, which shall remain in full force and effect.

9. These terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of TL, these Terms of Business prevail over any other terms of business or purchase conditions put forward by the client. No variation or alteration to these terms shall be valid unless the details of such variation are agreed between TL and the Client and are set out in writing. A copy of these varied terms is given to the Client stating the date on or after which such varied terms shall apply.

10. Any delay in TL enforcing or seeking to enforce any of TL rights arising from the conditions is not a waiver of such rights which remain fully enforceable by us at all times. These Terms and Conditions shall be governed by and be construed in accordance with the laws of England and Wales and each party hereto agrees to submit to the jurisdiction of the English Courts.

11. TL operates a complaints and disputes procedure. If you wish to lodge a complaint or dispute, details of the issue must be submitted to TL in writing and can be sent to TL at the above address.

EMPLOYING CANDIDATES

12. The Client agrees to provide written notification to TL of any job offer made to the Candidate including details of agreed salary and any benefit package, Candidate’s name and the agreed start date. All notifications provided to TL by the Client in accordance with clause 12 will be deemed by TL to be a successful placement of a Candidate. The fee for permanent placements becomes payable on the agreed start date. TL’s entitlement to the introduction fee shall not be affected if TL provides details on a Candidate to a Client and the Client later receives details of the same Candidate from any third party, including another agency or the Candidate themselves.

13. Upon successfully offering employment, you guarantee to ensure that the correct level of Employers’ Liability Insurance policies are held by you providing:

  • Employer’ Liability insurance to a Limit of Indemnity of not less than £10,000,000 in any one occurrence

14. If a Candidate introduced by TL rejects an offer of employment or the Client chooses not to engage the Candidate, a full introduction fee will be payable if the Candidate is later engaged by the Client at any time within twenty-four (24) months. Similarly for a period of twenty-four (24) months in the instance of a Candidate introduced by TL being hired / contracted by the Client on any terms whatsoever without notification to TL and TL subsequently becoming or being made aware of such a full introduction fee with an additional fifty (50) percent penalty fee surcharge becomes payable on demand.

15. If the client subsequently engages or re-engages the candidate within the period of six calendar months from the date of termination of the engagement or withdrawal of the offer, the full fee becomes payable.

16. If after engaging the Candidate on a permanent basis, the Client finds them to be unsuitable for the role in any way but still keeps the Candidate in their employment on a permanent, the original introduction fee remains payable and the original Service Guarantee will be void.

FEES AND INVOICES

17. TL Fees for permanent placements are calculated using a percentage of the Candidate’s first years agreed annual salary and benefits package, discretionary bonuses are not be eligible for inclusion as confirmed in the Client’s job offer. If the Candidate is employed on a part time basis (fewer than twenty-five (25) hours per week), the agreed average weekly salary and benefits package will be annualised to calculate the introduction fee. For UK placements this will be 15% of the first year’s gross annual salary plus VAT and for overseas placements this will be 20% of the first year’s gross annual salary plus VAT. A minimum introduction fee of £2,000 will be charged on roles if the salary calculation is lower than the minimum fee.

18. Invoices for UK permanent placements may be sent before the Candidate starts and, wherever possible, they are post-dated to match the Candidate’s start date. The Client agrees to pay the introduction fee for UK permanent placements within seven (7) working days of the agreed start date of the initial job offer.

19. Invoices for overseas placements are sent upon receiving notification of the Candidate’s Engagement and must be settled prior to the Candidate leaving the UK or commencement of duties. Clients should not confirm any travel plans with the Candidate until the full introduction fee has been settled.

20. If the Client withdraws a confirmed offer of employment for any reason prior to the Candidate commencing work, 50% of the original agreed introduction fee will be payable to TLR as a cancellation fee.

21. The introduction fee charged for a permanent placement is applicable to one placement only. For additional Candidates introduced by TL and engaged by the Client, further introduction fees will be payable in accordance with the prevailing fee structure.

22. TL requires payment to terms. Payment must be made on time, in full and without any deduction, set off or counterclaim.

23. In the event that an account is outstanding, TL reserves the right to levy a surcharge of 15% of the debt, plus VAT at the prevailing rate. You agree that you will be legally liable to pay us that surcharge and that payment of the same can be enforced against you in court. You also agree to pay interest at the relevant reference rate provided for under the Late Payment of Commercial Debts (Interest) Act 1998, whereby interest is payable both after and before any judgement of the court and continues to accrue. In such an event the original Service Guarantee will be void.

24. TL takes full responsibility for candidate due diligence and under its service guarantee, should TL fail in its duty of due diligence, the client would then be eligible for a free replacement.

25. (a). The Client shall not, without the prior written consent of TL, at any time from the date of this agreement to the expiry of twelve months after the termination or expiry of this agreement, solicit or entice away from TL or employ or attempt to employ any person who is, or has been, engaged as an employee [consultant or subcontractor] of TL in the provision of Services.

25. (b) Any consent given by TL in accordance with the above clause (25.a) shall be subject to the Client paying TL a sum equivalent to 50% of the net current annual remuneration of the Client's employee, consultant or subcontractor.

26. All introduction fees quoted are exclusive of VAT.

CONFIDENTIALITY

27. The Client shall keep all introductions of Candidates by TL and their details confidential. The Client undertakes not to disclose any introductions or Candidate details to third parties. Any breach of this undertaking resulting in the engagement of a Candidate by a third party renders the Client liable for full payment of TL’s introduction fee and the provisions of the Service Guarantee shall not apply.

EXTENUATING CIRCUMSTANCES

28. Where the Candidate is required by law, or any other professional body to have any qualifications or authorisations to work in the position which the Client seeks to fill; or the work involves caring for or attending one or more persons under the age of eighteen, or any other person who by reason of age, infirmity or who is otherwise in need of care or attention, TLR will take all reasonably practicable steps to obtain and offer to provide copies of any relevant qualifications or authorisations of the applicant, two references from persons not related to the Applicant who have agreed that the references they provide must be disclosed to the Client and has taken all reasonably practical steps to confirm that the Candidate is suitable for the position. If TL is unable to do any of the above it shall inform the Client of the steps it has taken to obtain this information in any event.

LIABILITY

29. TL 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 TL seeking a Candidate for the Client or from the introduction to or engagement of any Candidate by the Client of from the failure of TL to introduce any Candidate. For the avoidance of doubt, TL does not exclude liability for death or personal injury arising from its own negligence.

SERVICE GUARANTEE

30. The Service Guarantee entitles the Client to one (1) free replacement per introduction paid if the Candidate leaves the Client’s employment, irrespective of whether the candidate or the client initiates the departure. The Service Guarantee is available only on all permanent placements and covers the first three (3) months of the Candidate’s employment, but to qualify the Client must:

  • notify TL in writing within 24 hours of the termination of the Candidate’s employment, giving the reasons for termination
  • confirm in their written correspondence that the basis on which the Candidate was Engaged has not altered in any way from the job description provided to TL
  • have paid the introduction fee in full within seven (7) working days of the first day of work for UK placements and prior to the Candidate leaving the UK or commencing their duties for overseas placements
  • not be in breach of these Terms and Conditions

31. If a Candidate leaves within the first two weeks and a suitable replacement cannot be found within a reasonable period of time, TL may make a refund or issue a credit note for the full introduction fee paid. Areasonable amount of time to source the replacement will be deemed to be 6 weeks.

32. If the Candidate leaves the employment as a result of the Client's failure to comply with the agreed hours, salary and duties that were provided to TL and/or the Candidate is unfairly or unreasonably dismissed and/or if the working conditions for the Candidate are found to be unreasonable, the full introduction fee will remain payable to TL and the Service Guarantee will not apply.

33. If the final agreed salary between the Client and Candidate is lower than the original salary figure provided to advertise the vacancy, TL reserves the right to use the original salary figure to source the replacement Candidate and the Client will be liable for any difference in introduction fees that would result if they employ the replacement Candidate at the higher salary rate.

34. If for any reason the Client chooses not to source a replacement using TL, the Service Guarantee will no longer apply and no refund will be available regardless of when the Candidate’s employment was terminated.

35. The Client undertakes to provide a contract of employment upon engagement and is responsible for the candidate's Tax and National Insurance contribution, obtaining work permits and satisfying any medical requirements or qualifications as required by law.

36. For distances in excess of 100 miles the Client may be requested to reimburse all reasonable travelling expenses to the interview upon presentation of receipt and by arrangement.

37. In exceptional cases, TL will have absolute discretion to approve a refund and in the event this takes place, an administration fee of £250 plus VAT will be applicable.

LAW

38. These Terms are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.