Terms of Business
Client terms of business for the introduction of permanent or contract staff to be directly employed by the client.
1. DEFINITIONS
1.1 In these Terms of Business the following definitions apply:
“Applicant” means the person introduced by the Agency to the Client for an Engagement including any officer or employee of the Applicant if the Applicant is a limited company and members of the Agency’s own staff;
“Client” means the person; firm or corporate body together with any subsidiary or associated Company as defined by the Companies Act 1985 to which the Applicant is introduced;
“Agency” means Dobson Welch Limited of Hanover Buildings, 11-13 Hanover Street, Liverpool L1 3DN;
“Engagement” means the engagement, employment or use of the Applicant by the Client or any third party on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement; directly or through a limited company of which the Applicant is an officer or employee;
“Introduction” means (a) the Client’s interview of an Applicant in person or by telephone, following the Client’s instruction to the Agency to search for an Applicant; or (b) the passing to the Client of a curriculum vitce or information which identifies the Applicant; and which leads to an Engagement of that Applicant;
“Remuneration” includes 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 Applicant for services rendered to or on behalf of the Client. Where the Client provides a company car, a notional amount of [specify] will be added to the salary in order to calculate the Agency’s fee;
1.2. Unless the context requires otherwise, references to the singular include the plural.
1.3. The headings contained in these Terms of Business are for convenience only and do not affect their interpretation.
2. THE CONTRACT
2.1. These Terms constitute the contract between the Agency and the Client and are deemed to be accepted by the Client by virtue of an Introduction to, or the Engagement of an Applicant or the passing of any information about the Applicant to any third party following an Introduction.
2.2. These terms contain the entire agreement between the parties and unless otherwise agreed in writing by [a director of] the Agency, these Terms of Business prevail over any other terms of business or purchase conditions put forward by the Client.
2.3 No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between the Agency and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.
3. NOTIFICATION AND FEES
3.1. The Client agrees:
a) To notify the Agency immediately of any offer of an Engagement which it makes to the Applicant; and
b) To notify the Agency immediately that its offer of an Engagement to the Applicant has been accepted and to provide details of the Remuneration to the Agency; and
c) To pay the Agency’s fee within 14 days of the date of invoice.
3.2. Except in the circumstances set out in clause 5.1 below, no fee is incurred by the Client until the Applicant commences the Engagement when the Agency will render an invoice to the Client for its fees.
3.3 The Agency reserves the right to charge interest on invoiced amounts unpaid for more than 14 days 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.
3.4 The fee payable to the Agency by the Client for introduction of an applicant is based on the remuneration which the applicant is entitled to earn during the first 12 months of his/her engagement by the client. Remuneration includes all taxable Client.
The scale of fees are listed below and are subject to VAT for all remuneration levels
| Remuneration | Rate |
| Up to £6,999 | £1,000 Flat Fee |
| £7,000 to £14,999 | 16% |
| £15,000 to £24,999 | 18% |
| £25,000 to £29,999 | 20% |
| £30,000 to £49,999 | 25% |
| £50,000 to £99,999 | 30% |
| £100,000 plus | 35% |
| Retained assignments | (Fees are applied in accordance with the Scale of Fees and are subject to the standard terms and conditions of business. Fees for “Retained Assignments” do not include advertising costs and other expenses) MINIMUM FEE APPLICABLE |
| Retainer | 1/3 |
| Shortlists | 1/3 |
| Completion | 1/3 |
The above fee will apply unless an agreed discount has been agreed via a separate written agreement, if the client does not meet the conditions of the agreement then the above fees will apply.
3.5 In the event that the Engagement is for a fixed term of less than 6 months, the fee in clause 3.4 will apply pro-rata. If the Engagement is extended beyond the initial fixed term or if the Client re- engages the Applicant within 6 calendar months from the date of termination of the first Engagement the Client shall be liable to pay a further fee based on the additional Remuneration applicable for the period of Engagement following the initial fixed term up to the termination of the second Engagement or the first anniversary of its commencement, whichever is the sooner.
3.6 If the Client subsequently engages or re-engages the Applicant within the period of 6 calendar months from the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with clause 3.4 above becomes payable.
4. REFUNDS
4.1. In order to qualify for the following refund, the Client must pay the Agency’s fee within 14 days of the date of invoice and must notify the Agency in writing of the termination of the Engagement within 7 days of its termination.
4.2. If the Engagement terminates before the expiry of 8 weeks from the commencement of the Engagement (except where the Applicant is made redundant) the fee will be refunded in accordance with the accompanying Scale of Refund set out in the schedule to these Terms of Business
4.3. In circumstances where clause 3.6 applies the full fee stated in clause 3.4 is payable and there shall be no entitlement to a refund.
5. CANCELLATION FEE
5.1 If, after an offer of Engagement has been made to the Applicant, the Client decides for any reason to withdraw it, the Client shall be liable to pay the Agency a minimum fee as indicated on the Scale of Refund set out in the schedule to these Terms of Business.
6. INTRODUCTIONs
6.1. Introductions of Applicants are confidential. The disclosure by the Client to a third party of any details regarding an Applicant introduced by the Agency which results in an Engagement with that third party within 6 months of the Introduction renders the Client liable to payment of the Agency’s fee as set out in clause 3.4 with no entitlement to any refund.
6.2. An introduction fee calculated in accordance with clause 3.4 will be charged in relation to any Applicant engaged as a consequence of or resulting from an introduction by or through the Agency, whether direct or indirect, within 6 months from the date of the Agency’s Introduction.
6.3. Where the amount of the actual Remuneration is not known the Agency will charge a fee calculated in accordance with clause 3.4 on the minimum level of remuneration applicable for the position in which the Applicant has been engaged with regard to any information supplied to the Agency by the Client and/ or comparable positions in the market generally for such positions.
6.4 The agency endeavours to ensure the suitability of the applicant introduced to the Client. The Client shall notwithstanding satisfy him/herself as to the suitability of any applicant and shall take up any references provided by the applicant and/or investigations into the medical history of any applicant and satisfy any medical or other requirements or qualifications by law.
7. LIABILITY
7.1 The Agency 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 the Agency seeking an Applicant for the Client or from the Introduction to or Engagement of any Applicant by the Client or from the failure of the Agency to introduce any Applicant. For the avoidance of doubt, the Agency does not exclude liability for death or personal injury arising from its own negligence.
8. LAW
8.1 These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales
9 SCALE OF REFUND
9.1 The following scale of refund only applies in the event that the Client complies with the provisions of clause 3.1 of these Terms of Business.
Week in which the Applicant leaves % of introduction fee refunded
| 1-2 | 80% |
| 3-4 | 50% |
| 5-6 | 30% |
| 7-8 | 20% |
Unless a free replacement has been specifically agreed via a separate written agreement.
9.2 Where the Applicant leaves during the first 8 weeks of the Engagement, a partial refund of the introduction fee shall be paid to the client in accordance with the scale set out in this clause, subject to the condition in clause 4.1.
9.3 There will be no refund where the Applicant leaves during or after the 9th week of the Engagement.
9.4 In the event of the Client cancelling the Engagement after an offer of an Engagement has been made to the Applicant the minimum fee specified in clause 5 shall become payable which shall be calculated as follows: 5% of the Remuneration where the annual Remuneration is £ [20,000] or less and 10% of the Remuneration where the annual Remuneration is £ [20,000] or more.
10. RETAINED ASSIGNMENTS
10.1 Fees shall be payable by the Client for a retained assignment as more fully described in the Scale of Fees section above (“Retained Assignment”) in accordance with the Scale of Fees. These fees shall be invoiced in three parts (a), the first part of the Retainer amounting to one third of the estimated total fee, to be invoiced on the commencement of the Retained Assignment, (b) the second part, the “Shortlist”, amounting to one third of the estimated total fee, to be invoiced on presentation of a short-list and (c) the third part, the “Completion”, being the balance of the fee, to be invoiced on the day that an Applicant commences employment with or otherwise works for on behalf of the Client.
10.2 In the event that a Retained assignment is subsequently cancelled by the Client, or the Client, for any reason, alters materially (in the view of the Agency) the terms of reference submitted to the Agency then, in addition to the full amount of feed payable in accordance with the Scale of Fees, the Client shall pay an additional fee of 10% of the Gross Annual Remuneration Package, plus all advertising costs and other expenses incurred by the Agency (such remuneration and advertising costs shall be agreed at the commencement of the Retained Assignment).
10.3 This service, as referred to in Clause 10 above is particularly suitable for Senior, Middle ranking or specialist appointments and generally involves combining an Advertising Campaign with a Database Search Campaign. For a Retained Assignment the Agency obtains information about the Client’s requirements and agrees an applicant specification. The agency maintains close contact with the Client throughout the entire process, arranging meetings and providing feedback to ensure a successful completion of the Retained Assignment.
Due to the commitment made by the Client, by the payment of a retainer, the Agency can treat the campaign as high priority which will then take precedence over Database Search assignments.
REGISTERED OFFICE
Hanover Buildings, 11-13 Hanover Street, Liverpool L1 3DN
Tel: 07525 346 958
Email: claire@dobson-welch.co.uk