Permanent Staff
1. DEFINITIONS
1.1. In these Terms of Business the following definitions apply:
“Agency” means RAVENSEARCH LTD. (Company number 10971203)
“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;
“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 (i) the Client’s interview of an Applicant in person or by telephone, or (ii) the passing to the Client of a curriculum vitae 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. For the avoidance of doubt this includes any on target earnings (OTE).
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 more than 24 hours prior to the engagement of the Applicant or more than 24 hours prior to the Applicant being offered an engagement verbally or in writing, 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 STANDARD FEES
3.1. The Client agrees:
a) To notify the Agency immediately of any offer of an Engagement which it makes to the Applicant. Should such notification not be received in writing within 24 hours of the offer or an Applicant’s Engagement the client will not be eligible for a refund under clause 4 of this agreement.
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 10 days of the date of invoice. Should no such payment be received within 10 days the client will not be eligible for a refund under clause 4 of this agreement. For the avoidance of doubt in these circumstances any unpaid invoices will still be due under the terms of this agreement.
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 10 days at the rate of 8% per annum above the base rate 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 an Introduction resulting in an Engagement is the amount equal to the following % of the Remuneration applicable during the first 12 months of the Engagement as listed below. VAT will be charged on the fee if applicable.
Total Annual Salary % Charge
All salaries = 15%
(Please note there is a minimum charge of £1,500 per engagement unless otherwise agreed in accordance with the whole of clause 2)
3.5. In the event that the Engagement is for a fixed term of less than 24 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 24 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. The Agency’s minimum charge will apply for all fixed term contracts.
3.6. If the Client subsequently engages or re-engages the Applicant within the period of 24 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. If the agency is not informed of such reengagement at least 24 hours before the engagement begins then an automatic fee in line with the Agency’s calculated losses will apply.
4. REPLACEMENTS AND REFUNDS
4.1. In order to qualify for the following refund, the Client must pay the Agency’s fee within 10 days of the date of invoice and must notify the Agency in writing of the termination of the Engagement at least 24 hours beforehand. In the event of gross misconduct the Client must notify the Agency in writing on the same day as the dismissal to be eligible for a refund or replacement; the Client 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 below:
Period of employment % of refund
Within 30 days 100
Within 60 days 50
Within 90 days 25
(A minimum £500 Charge will be applicable in all circumstances and will be deducted from any refund where the Agency retains less than this amount of the Fee)
4.2. 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.
4.3. In circumstances where any of the clauses in this agreement (where explicitly stated or otherwise) are not adhered to then the Agency reserves the right to withhold any, or all of the refund that would be otherwise due.
5. INTRODUCTIONS
5.1. 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 24 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.
5.2. 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 24 months from the date of the Agency’s Introduction.
5.3. The amount of the actual Remuneration must be communicated in writing by the Client to the Agency at least 24 hours before the Engagement of an Applicant or the client will not be eligible for a refund under clause 4 of this agreement. If the Agency is unable to determine the actual remuneration, a fee calculated in accordance with clause 3.4 will be charged. Information supplied to the Agency by the Client and/or comparable positions in the market will be used to calculate the fee which will be based on the maximum level of remuneration applicable for the position in which the Applicant has been engaged.
6. SUITABILITY AND REFERENCES
6.1. Only if explicitly requested in advance by the Client; the Agency is able to ensure the suitability of any Applicant introduced to the Client by checking that the Applicant has the experience, training, qualifications which may be required by law or by any professional body; and that the Applicant is willing to work in the position which the Client seeks to fill.
6.2. The Agency endeavours to take all such steps as are reasonably practicable to ensure that the Client and Applicant are aware of any requirements imposed by law or any professional body to enable the Applicant to work in the position which the Client seeks to fill.
6.3. The Agency endeavours to take all such steps as are reasonably practicable to ensure that it would not be detrimental to the interests of either the Client or the Applicant for the Applicant to work in the position which the Client seeks to fill.
6.4. The Client must satisfy itself as to the suitability of the Applicant and the Client shall take up any references provided by the Applicant to it or the Agency before engaging such Applicant, only if explicitly requested will the Agency perform this task. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Applicant, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Applicant is engaged to work.
6.5. To enable the Agency to comply with any obligations under clauses 6.1, 6.2, 6.3 and 6.4 above the Client undertakes to provide to the Agency details of the position which the Client seeks to fill, including the type of work that the Applicant 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 Applicant 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 orcontrol such risks. In addition the Client shall provide details of the date the Client requires the Applicant 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 remuneration and the length of notice that the Applicant would be entitled to give and receive to terminate the employment with the Client.
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 under the terms of this agreement.
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.