Placement Fee Contract Terms and Conditions
Trading Terms and Conditions of PeopleBank The Employment Network,
part of H R Information Ltd ("PeopleBank")
Introduction
1. In these Terms and Conditions the following expressions shall have the following meanings:
"the Company" shall mean - H R Information Ltd (Trading as PeopleBank The Employment Network).
"the Client " shall mean - any person, firm or company receiving an Introduction.
"the Candidate" shall mean - subject to Clause 13 below, any person introduced to the Client
by the Company regardless of whether otherwise known to the Client.
"the Contract" shall mean - the contract duly signed by the Company and the Client setting out the fees payable by the Client
to the Company.
"Emoluments" shall mean - the Candidate's Emoluments (before tax and other deductions)
reasonably anticipated to arise in connection with the first year of the Engagement including
(but without limitation) all salary, wages, bonuses, commissions and share of profits and
revenues and equity provided that where such emoluments are not known or not disclosed by
the Client to the Company (including any situation where the Candidate is self-employed or
otherwise engaged under a contract for service, partnership or joint venture), the Company
may take as such emoluments the Candidate's desired annual income as disclosed from the records
of the Company.
"Engagement" shall mean - any contract whatsoever including without limitation any contract of
service or for services or of partnership or of joint venture made between the Client, or any
person, firm or company associated or connected with the Client, and the Candidate at any time
within twelve months of the Introduction.
"Employment Date" shall mean - the date on which the Candidate starts working for the Client.
"Introduction" shall mean - the communicating by any means whatever by or on behalf of the
Company of the identity of a Candidate to the Client.
2. In these conditions words importing the singular shall include the plural and vice versa
and the words importing the masculine gender shall include the feminine and neuter genders
and vice versa.
3. All and any business undertaken by the Company is transacted subject to these Conditions
all of which shall be incorporated in any agreement between the Company and the Client to the
exclusion of other terms and conditions, representations or agreements. In the event of any
conflict between these Conditions and any other terms and conditions, these Conditions shall
prevail unless expressly otherwise agreed in writing by a Director of the Company. No
Variations can be made to these Conditions without the written consent of a Director of the Company.
No other employee, agent or servant of the Company has any authority to make representations on,
amend, vary, modify or waive any of these conditions.
4. The complete and partial invalidity or unenforceability of any provision herein for any one
purpose shall in no way affect the validity or enforceability of such provision for any other
purpose or of the remaining provisions. Any such provision shall be deemed to be severed for
that purpose subject to such consequential modification as may be necessary for the purpose of
such severance.
5. The interviewing or the Engagement of the Candidate (whichever first occurs) by or on
behalf of the Client shall be deemed acceptance by the Client of an agreement made with the
Company subject to these Conditions.
Fees
6. a) The Client shall pay the Company a fee upon Engagement of the Candidate
(Subject as aftermentioned) in accordance with the Contract.
b) Value added tax must be added to all fees.
c) Fees will be payable as a result of the Engagement notwithstanding the fact that it may
not comply with the Client's original requirement (e.g.) as to number or type of vacancies.
Payment
7. The fee becomes payable within seven days of the rendering of an invoice by the Company following
the Employment Date regardless of when an invoice is received. The Client shall notify the Company in writing immediately upon any Engagement. The
Company reserves the right to be paid a fee based upon total emoluments actually earned and/or
paid during the Candidate's first twelve months of the Engagement if they exceed the Emoluments
as defined. The Company reserves the right to charge interest on fees overdue by more than 7 days
at the rate of 2.5% for each period of 30 days or part thereof delayed payment calculated from
the date of the invoice. Interest will apply both before and after a Court judgement.
Confidentiality
8. The Introduction of the Candidate is confidential. Where the Client passes such Introduction or
any information concerning the Candidate to any other party (whether or not that party is associated
to or connected with the Client) and that party enters into an Engagement, the Client is liable to
pay a fee as provided in Clause 6 as if the engagement was between the Client and the Candidate.
Company Employees
9. The Client shall not solicit the Company's employees and the Client agrees that if any employee
of the Company or of any associated company of the Company with whom the client has dealt becomes
engaged within 12 months of any such dealings in any capacity by the Client, or by any company
associated to or connected with the Client, or by any third party to which the Client has passed
information concerning that employee, then the Client shall be liable to pay a fee in accordance
with Clause 6 as if the employee was a candidate who had been the subject of an Introduction.
Candidate's Suitability
10. In relation to any Candidate, the Company undertakes only to provide the Client with the
Candidate's identity. The Company does not take up references. Accordingly the Client is responsible
for ensuring the suitability of the Candidate and for taking up references, checking qualifications,
including driving licence, work permits, arranging medical examinations and the like. Such
responsibility extends to verifying any written or oral statement or representation about a
Candidate made by the Company's servants or agents.
Limitation and Indemnity
11. a) The Company shall not be liable to the Client for any loss, injury, damage, expense or
delay incurred or suffered by the Client arising directly or indirectly from or in any way
connected with an Engagement and, in particular, but without limitation to the foregoing, for
any such loss, injury, damage, expense or delay arising from or in any way connected with: any
allegation relating to the suitability of the candidate; any act or omission of the Candidate,
whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; or any loss, injury
damage, expense or delay incurred or suffered by the Candidate.
b) Any liability which the Company may have in connection with any Engagement is limited to a sum
not exceeding the lower of the sum paid or due to the Company by the Client pursuant to Clause 6
hereof.
c) Each Engagement represents an individual contract and the Client shall have no right of set
off or counterclaim in respect of different Engagements.
d) Nothing in these conditions shall be construed as purporting to exclude or restrict liability
of the Company to the Client for personal injury or death resulting from negligence (as defined
in the Unfair Contract Terms Act 1977) nor any statutory liability, any exclusion or limitation
of which is prohibited by law.
e) In consideration of the Company entering into an agreement with the client under these
Conditions, the Client hereby undertakes to indemnify the Company in respect of any and all
liability of the Company for: any loss, injury, damage, expense or delay suffered or incurred
by the Candidate, howsoever caused; and any loss, injury, damage, expense or delay suffered or
incurred by anyone arising directly or indirectly from or in any way connected with the acts and
omissions of the Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;
provided that this indemnity is given only in respect of any such loss, injury, damage, expense or
delay caused during or arising directly or indirectly out of or in any way connected with the
Engagement.
f) The Client acknowledges that the limitations and exclusions of the obligations and liabilities
of the Company set out herein are reasonable and reflected in the fee payable to the Company
hereunder and shall accept risk and/or insure accordingly.
Excluded Candidates
12. The Client may at any time prior to an Introduction exclude by notification in writing
to the Company any potential Candidate from these Conditions but these Conditions and provisions
relating to fees shall apply to the Engagement of any Candidate not so excluded whether or not
already known to the client and whether or not introduced to the Client in any other manner or
by any other person prior to or after Introduction by the Company.
Jurisdiction
13. This agreement shall be interpreted in accordance with English law and the parties agree
to submit to the Jurisdiction of the English Courts.
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2000.
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