Terms and Conditions
Terms of Business (operating as an Employment Agency)
These Terms of Business together with our Conditions of Business set out the terms and conditions of business on which it is agreed that Chef on the Way Ltd (COTW) shall provide permanent recruitment services to the Client.
1. DEFINITIONS AND INTERPRETATION
1.1 In these conditions of business, the following definitions apply:
- “Client” means the person, firm, company or entity, together with any subsidiary or associated company as defined by the Companies Act 2006, to whom a Candidate is supplied or introduced by COTW.
- “Candidate” means any individual on whose behalf COTW effects an Introduction to the Client, whether directly or through an intermediary, including any officer or employee of the Candidate if the Candidate is a limited company.
- “Placement” means the engagement, employment or use of the Candidate by the Client or any third party whether on a permanent, temporary or fixed-term basis under an agency, licence, franchise, partnership or engagement, including an arrangement via a limited company intermediary within a period of 12 months from the date of Introduction.
- “Introduction” means the Client’s interview of a Candidate in person or by telephone, following the Client’s instruction to COTW to search for a Candidate for a Placement; or the passing to the Client of a curriculum vitae or other information which identifies or enables identification of a Candidate and (in either case) where there is a subsequent Placement. For the avoidance of doubt if a Client claims a Candidate is known to them or has already been introduced to them prior to COTW introduction, the Client must demonstrate this, in writing, within 7 days of receipt of a CV from COTW. This must be in the form of a formal written application from the Candidate to the client.
- “COTW” means Chef on the Way Limited, 104 Linkway, SW20 9AZ London.
- “2003 Regulations” means the Conduct of Employment Agencies and Employment Business Regulations 2003.
- “Remuneration” means the relevant Candidate’s total remuneration in respect of the first year’s Placement including all salary, emoluments and benefits which form part of the Candidate’s gross taxable pay before applying for any deductions, exemptions or allowances and where a car forms part of the package, this will be assessed at a value of £5,000 and applied to the remuneration total, any car allowance will be applied at the actual value.
1.2 The headings in these terms are for convenience only and do not affect their interpretation.
1.3 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in conjunction with it or its subject matter or formation is governed by the laws of England and Wales and is subject to the exclusive jurisdiction of the courts of England and Wales.
1.4 If any provision or part-provision of these terms 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 these terms.
2. THE CONTRACT
2.1 These terms shall be deemed to be accepted by the Client on the Introduction or Placement of any Candidate or a request by the Client that COTW introduces a Candidate to the Client. These terms apply whether or not the Client seeks or places a Candidate for the same type of work for which the Introduction or request for an Introduction was originally made and whether or not the Client is also seeking to fill the relevant vacancy by other means such as internal and external advertising.
2.2 Unless otherwise agreed these terms shall apply to all Introductions and Placements.
2.3 No variation or alteration to these terms will be valid unless agreed by a Director of COTW and the Client and confirmed to the Client in writing.
2.4 These terms (in conjunction with COTW’s Conditions of Business contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of COTW, these Terms and Conditions of Business prevail over any other terms and conditions of business or purchase conditions put forward by the Client.
2.5 In the event that the Client should wish to offer employment to any employee of COTW who the Client has been introduced to as a result of working with COTW, and in the event that an offer should be made within a six month period of working with that employee, a fee will be charged equivalent to rates as stated above in Rate Terms (fee table).
3.1 COTW endeavours to ensure the suitability of any Candidate introduced to the Client by obtaining confirmation of the Candidate’s identity; that the Candidate has the experience, training and any authorisation which the Client considers necessary or which may be required by law or by any professional body.
3.2 To enable COTW to comply with its obligations under clause 3.1, the Client undertakes to provide details of the position which the Client seeks to fill, including the type of work that the Candidate would be required to do; the location and hours of work; 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; and any risks to health or safety known to the Client and what steps the Client has taken to prevent such risks. In addition, the Client shall provide details of the date the Client requires the Candidate to commence, the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of
3.3 remuneration and the length of the notice that the Candidate would be entitled to give and receive to terminate the employment with the Client.
4. EXCLUSIVITY TERM
4.1 The Agency agrees to Introduce Candidates to the Client for Engagement directly by the Client for the duration of the Exclusivity Term.
4.2 The Client agrees that during the Exclusivity Term it will exclusively use the services of the Agency for the Introduction of permanent or contract staff. The Client will not use the services of any employment agency, directly or indirectly, other than the Agency save in circumstances where the Agency has searched for Candidates but is unable to Introduce suitable Candidates for Engagement, or in the circumstances set out in clause.
4.3 Nothing in these Terms shall preclude the Client from.
4.4 Responding to unsolicited approaches from third party agencies by referring that agency to the Agency to serve as a sub-contractor or consultant for the Agency.
4.5 Responding to unsolicited approaches from work-seekers directly.
4.6 Directly approaching work-seekers using its own resources.
4.7 Subject to the provisions for earlier termination set out in clause below, the Exclusivity Term shall terminate by either party.
4.8 Either party may immediately terminate the Exclusivity Term by notice to the other if the other:
4.9 Commits a breach of these Terms which in the case of a breach capable of remedy shall not have been remedied within 14 days of the receipt by the other of a notice from the innocent party identifying the breach and requiring its remedy.
- 4.91 Is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the party resulting from such reconstruction or amalgamation if a different legal entity shall agree to have the contract assigned to it and to take on all liabilities and obligations thereunder whether actual or contingent).
- 4.92 For the avoidance of doubt in the event that the Exclusivity Term is terminated by either party, the Client remains obligated to pay any fees owed to the Agency in accordance with the Terms, irrespective of whether these fees relate to an Introduction made before or after the Exclusivity Term is terminated.
5. NOTIFICATION AND FEES
5.1 The fee payable by the Client for the Introduction of a Candidate where a permanent Placement is subsequently accepted by the Candidate will be calculated by reference to the Candidate’s Remuneration as per Rate Terms (fee table) subject to a minimum fee per placement totalling £500.
5.2 If a Candidate is employed on a part-time basis, the fee payable will be at the same rate as a full-time permanent Placement; i.e. a Candidate on an annualised Remuneration of £ 30,000 but the Candidate works only 3 days per week, the fee payable will still be calculated at 7%.
5.3 Where prior to the Placement it is agreed that this Placement will be based on a fixed term of less than 12 months, the fee will be calculated as per COTW’s rate terms on a pro-rata basis, i.e. a Candidate on a £ 25,000 annual Remuneration who is offered a Fixed Term Contract of 6 months will incur a fee of All Fixed Term Contract Fees will be subject to a minimum fee of
5.4 Where a fixed term placement is extended or a permanent placement accepted further fees are payable calculated as per the Rate Terms (fee table).
5.5 Fees are payable upon candidate placement weather trial basis, probation or otherwise
5.6 The Client agrees to:
5.7 Notify COTW within 7 days of acceptance if a Candidate accepts an offer of a Placement.
5.8 Notify COTW within 7 days of the offer of Placement detail of the Candidate’s Remuneration, and to provide COTW with a copy of the offer letter to the Candidate and contract of employment: and
5.9 Pay COTW’s fee in relation to the Introduction within 7 days of the invoice date.
5.92 All charges are subject to VAT at the current rate.
Where a Candidate accepts a Placement within 12 months of an Introduction either directly or indirectly (to a third party) the Candidate will be considered to have been Introduced as a result of COTW’s efforts and will be charged at the Rate Terms (fee table). Any agreed variation to the standard Rate Terms will become null and void and any fee due will revert to COTW standard Rate Terms (fee table).
5.93 For the avoidance of doubt this clause will restart at the beginning of each new Fixed Term Contract.
5.94 Where a written offer of a Placement has been accepted but is subsequently withdrawn by the Client, the Client shall be liable to COTW for the Introduction fee in full.
5.95 COTW reserves the right to charge interest on any overdue amounts at 5% above Royal Bank of Scotland base rate, calculated on a day to day basis, as from the due date of the invoice until the day of receipt of payment.
5.96 In the event COTW has agreed on any variation to its standard Rate Terms, and in the event that the invoice has not been settled in line with our conditions of business, COTW reserves the right to charge the client under the terms of our Standard Rate Terms (fee table).
6. CANDIDATE GUARANTEES
6.1 In order to benefit from COTW’s guarantees (where applicable), the Client must have paid all fees due to COTW within the payment terms set out in 4.2.3 and must notify COTW, in writing, within 7 days of a Candidate’s departure date.
6.2 In the event a Candidate resigns, or the Client lawfully terminates a placement, COTW must be given the opportunity to replace the Candidate exclusively for a period of 2 weeks from the Candidate’s last working day. If no suitable replacement is found within 2 weeks, then a rebate will be offered as set out above in the Terms of Business.
6.3 In the event a Candidate leaves within payment terms it is imperative that the original invoice is processed for payment as per its due date. This should happen in conjunction with COTW sourcing a replacement, if applicable, and protects any guarantee that may be due. If a role is being sourced within this time and the invoice is not settled as per its due date COTW reserve the right to charge a further fee as per the Rate Terms (see table above).
6.4 For the avoidance of doubt when calculating the level of rebate due the first and last day of employment will be used and trial periods are not recognised.
6.5 If a Candidate leaves due to reasons of redundancy or restructuring, no guarantees will apply.
6.6 In the event a Candidate leaves, and a replacement is made free of charge, COTW will be deemed to have fulfilled its obligation as outlined in its guarantees. No further replacements will be offered free of charge and no rebate will be payable.
7.1 Whilst COTW shall make all reasonable efforts to ensure that Candidate’s supplied to the Client are suitable and have the necessary skills and competence for the placement concerned, COTW cannot accept any liability for the conduct of introduced parties, and recommends that Clients take up their own references on every occasion to satisfy themselves as to a Candidates qualifications, efficiency and integrity. COTW does not accept any responsibility for any shortcomings in candidates recruited by the Client.
8. GOVERNING LAW AND JURISDICTION
These Terms are governed by the law of England & Wales/Scotland/Northern Ireland and are subject to the exclusive jurisdiction of the Courts of England & Wales/Scotland.