A. General Conditions

  1. These are the terms and conditions of business (“Terms”) between VWA Search Limited (the “Consultancy”) and the company, person, firm or other entity to whom the Consultancy has provided, is providing or will in the future provide services (the “Client”), and are deemed to have been accepted by the Client in respect of any candidate introduced by the Consultancy, by virtue of the interview or engagement of such candidate by the Client. These are the only terms and conditions of business between the Consultancy and the Client.
  2. The Consultancy will interview and thoroughly assess all candidates, recording details of qualifications and work history. It shall submit to the Client copies of the candidate’s CV. The Client can also request a full candidate report at a cost of £100 per candidate report.
  3. Whilst the Consultancy endeavours to ensure the suitability of any candidate introduced to the Client, it is the responsibility of the Client to be satisfied with the suitability of any candidate and to take up references provided by the candidate. The Consultancy gives no warranties as to the candidate’s qualifications, efficiency, experience or integrity.
  4. The Client is responsible for obtaining work and other permits, medical certificates, and any other matter or thing required by law or otherwise in respect of a candidate.
  5. The Consultancy shall not be liable for the loss or damage to property, loss of profits or any other loss or injury to persons, or for any costs or expense for which the Client may be liable arising either directly or indirectly from any act or omission of any candidate introduced by the Consultancy.
  6. The Client shall notify the Consultancy immediately upon the conclusion of a candidate’s interview with the Client or application to the Client of the outcome of such interview or application. The Client shall notify the Consultancy in writing immediately upon the engagement of any candidate and provide details of the candidate’s gross annual salary (where applicable).
  7. Details of candidates disclosed verbally or in writing by the Consultancy to the Client are strictly confidential and are exclusively for the use of the Client.
    Should the Client directly approach or pass on a candidate or their details to any other company, person, firm or other entity resulting in a permanent or temporary engagement within twelve months from the time of introduction of the candidate to the Client, the Client shall pay the relevant fee (the Fee, the Temp Fee, or the Short-term Contract Fee as appropriate) to the Consultancy in accordance with these Terms as if the Client had engaged or employed the candidate.
  8. VAT is payable (where applicable) at the current rate on all fees and other sums payable in accordance with these Terms.

B. Permanent Staff

The following Clauses 9 to 14 (inclusive) shall apply to the employment of candidates on a permanent basis when the Consultancy has provided the candidate’s details or name to the Client or the Client has interviewed the candidate (whichever is later) with a view to that candidate being considered for permanent employment, in which cases the Consultancy shall be operating as an “employment agency” for the purposes of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (“2003 Regulations”).

  1. An introduction fee (the “Fee”), calculated in accordance with Clause 10 below, shall be payable by the Client to the Consultancy if the Client employs on a permanent basis in any capacity whatsoever a candidate within one year of the Consultancy providing the candidate’s details or name to the Client or interview by the Client (whichever is later), irrespective of whether or not the candidate was known to the Client prior to such introduction by the Consultancy.
  2. The Fee payable to the Consultancy shall be calculated as a percentage of the first year’s gross annual salary of the candidate as follows:
    The Fee (as a percentage of gross annual salary) – 25%
  3. The Consultancy will invoice the Client for the total Fee payable on the date the candidate accepts the client’s offer of employment (either orally or in writing). 20% of this Fee, plus VAT, must be paid within 7 days. The balance is payable within 28 days of the candidate commencing employment.
  4. The Consultancy reserves the right to charge interest on amounts of the Fee unpaid within the time limits specified in Clause 11 above at the rate of 4% above the Barclays Bank Plc base lending rate from time to time from the moment such monies become due until the date of actual payment. Partial payments are applied first against interest accrued to the date of payment and any balance against the amount outstanding.
  5. If a candidate is initially rejected by the Client but is then subsequently employed by the Client in any capacity within 12 months after the initial introduction of the candidate to the Client, and the candidate has not been engaged by the Client as a Temp or interviewed as a prospective Temp pursuant to Clauses 15 to 24 below, the Client shall pay the Fee resulting from such employment calculated in accordance with Clause 10 above.
  6. In the event of a candidate introduced by the Consultancy leaving the Client’s employment for any reason within 10 weeks of the date of commencement of such employment, the Consultancy will pay to the Client a refund calculated as follows: 10% of the total Fee (plus VAT) for each full week uncompleted by the candidate in the period of ten (10) weeks following the date of commencement of such employment PROVIDED THAT:
    • 20% of the Fee, plus VAT, was paid within 7 days of the date of the invoice;
    • full payment of the balance of the Fee was made within 28 days of the date of the invoice;
    • the Client provides written evidence of the candidate’s resignation or dismissal; and
    • the job specification for the candidate’s position of employment is not changed after the candidate accepts the position and that the circumstances within the company (including, but not limited to, the identity of the person for whom the candidate is to be working and the address at which the candidate is to work) have not changed in any material respect since the offer date.

C. Temporary Workers

If the Client engages a candidate as a temporary worker (a “Temp”) when the Consultancy has provided the candidate’s details or name to the Client or the Client has interviewed the candidate (whichever is later) with a view to that candidate being considered for a temporary engagement, the following Clauses 15 to 24 (inclusive) shall apply, in which cases the Consultancy shall be operating as an “employment business” for the purposes of the 2003 Regulations.

  1. The Consultancy shall notify the Client of its fees in respect of a Temp (the “Temp Fee”) at the time the Client makes a booking for a Temp. The Temp Fee shall take the form of an hourly rate and shall be calculated for any given time period in accordance with the number of hours the Temp provides services for the Client.
  2. The Temp Fee payable in respect of the engagement of the Temp, with VAT payable in full, shall be made up as follows;
    • hourly charges for the Temp at the appropriate hourly rate (subject to a minimum of 4 hours);
    • amounts in respect of employer’s and employee’s National Insurance Contributions due from the Consultancy in relation to the Temp’s employment, calculated by reference to length of time for which the Temp has been booked by the Client (subject to a minimum of 4 hours);
    • amounts in respect of paid annual leave entitlements (up to a maximum of 37.5 hours a week) and all other statutory contributions as required, in relation to the Temp’s employment; and
    • all travelling, hotel and other expenses as may be agreed between the Client and the Consultancy incurred by the Consultancy or the Temp in the course of the engagement plus an additional 10% administration fee.
  3. The Consultancy shall make wage payments to the Temp including for the avoidance of doubt, paid annual leave entitlements (up to a maximum of 37.5 hours a week). The Consultancy shall deduct from sums paid to the Temp, Income Tax (PAYE) and National Insurance Contributions required by statute and Inland Revenue regulations.
  4. At the end of each week of the Temp’s engagement (unless otherwise agreed between the parties in writing) the Client shall sign the timesheet prepared by the Temp verifying the number of hours worked and the total rest periods taken by the Temp. Where the Temp’s engagement is for a period of less than one week then the Client shall complete a timesheet for that shorter period before the end of the week that the engagement took place.
  5. The signature on the timesheet by or on behalf of the Client shall be deemed conclusive evidence that the Temp’s services have been provided for the hours as stated thereon. If the Client does not sign the timesheet the Consultancy shall be entitled to be paid the Temp fee for the full period of the booking or, if longer, the full period for which the Temp has provided services to the Client, unless the Client and the Consultancy otherwise agree in writing.
  6. The Client will be invoiced weekly for Temp Fees and all such sums are payable within 7 days of presentation of an invoice to the Client.
  7. The Consultancy reserves the right to charge interest on amounts of the Temp Fee unpaid for more than 7 days of presentation of an invoice at the rate of 4% above the Barclays Bank Plc base lending rate from time to time from the moment such monies become due until the date of actual payment. Partial payments are applied first against interest accrued to the date of payment and any balance against the amount outstanding.
  8. Should a Temp supplied prove unsatisfactory, the Client may terminate the Temp’s assignment and no Temp Fee will be payable provided that the Client informs the Consultancy of that Temp’s unsuitability within 4 hours of the Temp commencing duties, by telephone, with written confirmation from the Client following within 3 days.
  9. Temp-Perms If the Client proposes to offer a permanent position of employment to a Temp introduced by the Consultancy, such employment to commence within the Relevant Period (as defined below), the Client will be liable to pay the Consultancy the Fee (in accordance with Clauses 9 to 13 above) in respect of such employment as if such candidate had been introduced by the Consultancy pursuant to Clauses 9 to 13 above, except that the Client shall instead be entitled to opt for alternative arrangements in accordance with Clause 24 below. If the Client does not opt for the arrangement described in Clause 24 below, 25% of gross annual salary payable under Clause 10 above will be reduced at a rate of 0.25% for each full week of services previously provided by the Temp to the Client during the then current temporary engagement, provided that the Fee shall not in any event be less than 10% of gross annual salary.
    If such permanent engagement is terminated for any reason within 10 weeks of commencement of such employment, the Client shall not be entitled to any refund under Clause 14.
  10. Instead of simply offering a Temp a permanent position of employment, the Client may by written notice to the Consultancy elect for a hire period of 12 months, commencing on the date that such permanent employment would otherwise have commenced, during which period the Temp will be supplied to the Client by the Consultancy in accordance with Clauses 15 to 22 above. The Temp Fee for such supply shall be at the same rate as was applicable on the date of such notice or, if none, for the most recent supply before the date of such notice. On expiry of such hire period, no Fee shall be payable under Clause 23 if the Temp takes up a permanent position of employment with the Client.
    For the purposes of these Terms, “Relevant Period” shall mean, if there has been no supply (as defined by the 2003 Regulations), within one year of the Consultancy providing the candidate’s details or name to the Client or interview by the Client (whichever is later) or, if there has been a supply (as so defined), whichever of the following periods ends later:

    • the period of 8 weeks commencing on the day after the day on which the Temp last worked for the Client pursuant to being supplied by the Consultancy; or
    • the period of 14 weeks commencing on the first day on which the Temp worked for the Client pursuant to the supply of that Temp to the Client by the Consultancy;

    except that, in the case of paragraph (b) above, no account shall be taken of any such supply that occurred prior to a period of more than 42 days during which the Temp did not work for the Client pursuant to being supplied by the Consultancy.

D. Short-term Contracts

The following Clauses 25 to 30 (inclusive) apply in the case of Short-term Contracts, in which cases the Consultancy shall be operating as an “employment agency” for the purposes of the 2003 Regulations.

  1. A “Short-term Contract” occurs where the Client employs a candidate on the Client’s payroll (i.e. not as a temporary worker) for a fixed period of time (normally 3 to 6 months). For the avoidance of doubt, a candidate employed on a Short-term Contract under this Clause 25 is an employee of the Client, not an employee of the Consultancy.
  2. The fee payable by the Client to the Consultancy for the introduction of a candidate on a Short-term Contract (the “Short-term Contract Fee”) is calculated by charging the relevant percentage fee for the salary level on the same basis as in Clause 10, but with the salary pro rated for the length of the contract, subject to a minimum Short-term Contract Fee of £1,500 plus VAT.
  3. All Short-term Contract Fees will be invoiced quarterly in advance and shall be payable within 7 days of the date of the invoice.
  4. The Consultancy reserves the right to charge interest on amounts of the Short-term Contract Fee unpaid for more than 7 days after presentation of an invoice at the rate of 4% above the Barclays Bank Plc base lending rate from time to time from the moment such monies become due until the date of actual payment. Partial payments are applied first against interest accrued to the date of payment and any balance against the amount outstanding.
  5. Should a Short-term Contract candidate be employed by a Client on a permanent basis (whether during or after the period of the Short-term Contract) the Client will be liable to pay the Fee in accordance with Clause 10 as if the candidate had been introduced by the Consultancy. In this case the Fee shall be reduced by the amount of the Short-term Contract Fee already paid to the Consultancy by the Client under Clause 26.
  6. In the event of a candidate introduced by the Consultancy on a Short-term Contract leaving the Client’s employment for any reason within 4 weeks of the commencement of a contract for up to 4 months, within 6 weeks of the commencement of a contract for more than 4 months but less than 6 months or within 8 weeks of the commencement of a contract for 6 months or more, the Consultancy will pay to the Client a refund calculated as follows:
    • in the case of a contract for up to 4 months, 25% of the total Fee (plus VAT) for each full week uncompleted by the candidate in such period of 4 weeks;
    • in the case of a contract for more than 4 months but less than 6 months, 162/3% of the total Fee (plus VAT) for each full week uncompleted in such period of 6 weeks; or
    • in the case of a contract for 6 months or more, 12½% of the total Fee (plus VAT) for each week uncompleted by the candidate in such period of 8 weeks

    PROVIDED THAT:

    • 20% of the Fee, plus VAT, was paid within 7 days of the date of the invoice;
    • full payment of the balance of the Fee was made within 28 days of the date of the invoice;
    • the Client provides written evidence of the candidate’s resignation or dismissal; and
    • the job specification for the candidate’s position of employment is not changed after the candidate accepts the position and that the circumstances within the company (including, but not limited to, the identity of the person for whom the candidate is to be working and the address at which the candidate is to work) have not changed in any material respect since the offer date.

E. Miscellaneous

  1. No variation can be made to these Terms without the prior written consent of the Consultancy.
  2. A person who is not the Client or the Consultancy has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.
  3. These Terms shall be governed by, and construed in accordance with English Law and each of the parties submits to the exclusive jurisdiction of the English courts.