|The terms set out on this page apply if you are an employment business providing us with permanent workers. Under these terms, we agree to pay a fee to each employment business which provides permanent workers.
|If you are an employment business providing us with temporary workers, please consult the appropriate terms here: Supply of Temporary Workers Terms of Business.
|The Employment Business’ attention is drawn in particular to the provisions of clause 6 in connection with the liability of the Employment Business.
Supply of Permanent Staff Terms of Business
1.1 The definitions and rules of interpretation in this clause apply in this agreement (the Agreement):
- Actual Vacancies: the Company’s vacant positions about which the Company informs the Employment Business from time to time (and Actual Vacancy shall be construed accordingly).
- Assignment: the performance of services by the Permanent Worker for the Company (and the expression whilst on Assignment and similar expressions shall be construed accordingly).
- Business Day: a day other than a Saturday, Sunday or public holiday when banks in the UK are open for business.
- Candidate: the person Introduced by the Employment Business to the Company for an Engagement including any officer, employee or other representative of the Candidate if the Candidate is a corporate body, and members of the Employment Business’s own staff.
- Company: Atom Supplies Limited of Unit 1, Ton Business Park, 2-8 Morley Road, Tonbridge, Kent, TN9 1RA with company number 03193057 and the VAT registration number GB662241553 together with any subsidiary or associated firm or corporate body.
- Conduct Regulations 2003: The Conduct of Employment Agencies and Employment Business Regulations 2003.
- Control: (a) the legal or beneficial ownership, directly or indirectly, of more than 50% of the issued share capital or similar right of ownership; or (b) the power to direct or cause the direction of the affairs and/or general management of the company, partnership, statutory body or other entity in question, whether through the ownership of voting capital, by contract or otherwise, and Controls and Controlled shall be construed accordingly.
- Employment Business: the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) by which the Candidate is Introduced.
- Engagement: the employment or use of the Candidate by the Company or any third party to whom the Candidate has been introduced by the Company directly, on a permanent or temporary basis, under a contract of service or for services and Engage, Engages and Engaged shall be construed accordingly.
- Introduction: the Company’s interview of a Candidate (in person, by telephone or by any other means), following the Company’s instruction to the Employment Business to search for a Candidate which leads, in either case, to the Engagement of the Candidate, and Introduce, Introduces and Introduced shall be construed accordingly.
- Introduction Fee: the fee payable by the Company to the Employment Business in respect of an Engagement.
- Junior Employee: a Permanent Worker with a notice period (that is to say, a period of notice to terminate that Permanent Worker’s contract of services or contract for services to be given by that Permanent Worker’s employer, after the expiry of any probationary, trial or similar period) (and Notice Period shall be construed accordingly) of less than or equal to two months.
- Permanent Worker: any Candidate who has been Engaged after an Introduction.
- Remuneration: includes gross base salary or fees, guaranteed bonus and commission earnings, inducement payments, the benefit of a company car and all other guaranteed payments and taxable emoluments payable to or receivable by the Permanent Worker under or pursuant to that Permanent Worker’s Engagement. Where the Company provides a company car, a notional amount of £2,500.00 will be added to the Remuneration.
- Screen: the carrying out of all reasonable steps to obtain and verify: (a) the identity and home address of each candidate; (b) details of any relevant qualifications or authorisations of the Candidate; and (c) two professional references for the Candidate. Should the Employment Business fail to provide such information or documentation (as the case may be) to the Company, it shall inform the Company of all steps it has taken to obtain that information or documentation (as the case may be).
- Senior Employee: a Permanent Worker with a Notice Period of more than two months.
- VAT: value added tax chargeable under the Value Added Tax Act 1994.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 A reference to a subsidiary means a subsidiary company as defined in section 1159 of the Companies Act 2006.
1.5 A reference to a statute or statutory provision is a reference to it as amended, extended, re-enacted or replaced from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.6 A reference to writing or written includes e-mail.
1.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.8 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.9 Any changes of the Agreement shall be confirmed in writing and signed by an authorised representative of the Company and the Employment Business. Otherwise, the previous arrangements shall apply.
2. Employment Business’ Obligations
2.1 This Agreement sets out the agreement between the Employment Business and the Company for the supply of Permanent Workers by the Employment Business to the Company. For the purposes of the Conduct Regulations 2003, the Employment Business acts as an employment business in relation to the Introduction and supply of Permanent Workers pursuant to this Agreement.
2.2 The Employment Business agrees to search, in the United Kingdom, for Candidates who meet the Company’s minimum qualifications and any other additional criteria which are communicated by the Company to the Employment Business in writing (the Minimum Criteria) for the Actual Vacancies.
2.3 The Employment Business agrees to Introduce to the Company only Candidates who meet the Minimum Criteria and have an interest in the position for which they are Introduced, and to Screen those Candidates. The Employment Business will only Introduce Workers who have the right to work in the United Kingdom and, in particular, the Employment Business shall comply with the Immigration Asylum and Nationality Act 2006 and other relevant UK legislation as well as any regulations or relevant codes of practice regarding the reporting of labour movements, concealed employment and the employment of foreign workers.
2.4 Prior to the Introduction, the Employment Business will provide to the Company written confirmation of:
2.4.1 the identity of the Candidate; and
2.4.2 the Candidate’s experience, training, qualifications and authorisations necessary for the Assignment.
3. Company’s obligations
3.1 When notifying the Employment Business about an Actual Vacancy, the Company shall give the Employment Business details of:
3.1.1 the date on which the Company requires the Permanent Worker to commence the Assignment and (if the Assignment is a fixed term Assignment) the duration, or likely duration, of the Assignment;
3.1.2 the type of work the Permanent Worker would be required to do, the location at which, and the hours during which, the Permanent Worker would be required to work, and any risks to the health and safety of the Permanent Worker which are not usual for positions similar to or competitive with the Actual Vacancy; and
3.1.3 the experience, training, qualifications and/or any authorisations which the Company considers are necessary, or which are required by law, applicable regulation or by any professional body in respect of the Actual Vacancy.
4. Notification and the Introduction Fees
4.1 The Company agrees to:
4.1.1 notify the Employment Business in writing of the terms of any offer of an Engagement which it makes to the Candidate;
4.1.2 notify the Employment Business that its offer of an Engagement to the Candidate has been accepted or rejected (as the case may be), and where relevant to provide details to the Employment Business of the Remuneration agreed with the Permanent Worker. The Company shall notify the Employment Business of the Remuneration in good faith; and
4.1.3 pay the Introduction Fee, to be calculated in accordance with the provisions of this clause 4.
4.2 The Introduction Fee calculated in accordance with clause 4.3 below shall only be payable in circumstances where the Company Engages the Candidate within the period of 180 days which commences on the date of the Introduction.
4.3 The Introduction Fee shall be calculated by reference to the Remuneration applicable during the first 12 months of the Engagement and is calculated as follows:
|Remuneration (figures inclusive)
|Percentage fee due
|£0 – £20,000
|£20,001 – £30,000
|£30,001 and above
4.4 In circumstances where the Engagement is for a fixed term of less than 12 months, the Introduction Fee shall be pro-rated so that (for the avoidance of doubt and by way of example only) the Introduction Fee payable in respect of an Engagement with a fixed term of six months shall be 6/12 of the Introduction Fee payable in circumstances where that Engagement had no fixed term.
4.5 The Introduction Fee shall be payable at the end of the month following the date of the Employment Business’ invoice, which invoice shall be rendered once the Candidate commences the Engagement.
4.6 Where applicable, the Employment Business shall charge VAT to the Company, at the prevailing rate. Payment by the Company of VAT shall be conditional upon the Employment Business issuing a valid VAT invoice to the Company.
4.7 If the Company fails to make any payment due to the Employment Business under this Agreement by the due date for payment, the Company shall pay interest on the overdue amount at the rate of 4% per annum above HSBC Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Company shall pay the interest together with the overdue amount.
5.1 If, after an offer by the Company to a Candidate to become Engaged as a Senior Employee has been made and accepted and the Introduction Fee has been paid, the Engagement:
5.1.1 does not commence because the Senior Employee withdraws their acceptance; or
5.1.2 is terminated by either the Senior Employee or the Company before the expiry of the period of 180 days from the date of commencement of the Engagement (the Commencement Date),
the Employment Business shall refund that proportion of the Introduction Fee which is set out below:
|Days elapsed after Commencement Date (inclusive)
|Percentage of Introduction Fee to be refunded
|0-89 days (including if acceptance is withdrawn)
5.2 If, after an offer by the Company to a Candidate to become Engaged as a Junior Employee has been made and accepted and the Introduction Fee has been paid, the Engagement:
5.2.1 does not commence because the Junior Employee withdraws their acceptance; or
5.2.2 is terminated by either the Junior Employee or the Company before the expiry of the period of 112 days from the Commencement Date,
the Employment Business shall refund that proportion of the Introduction Fee which is set out below:
|Days elapsed after Commencement Date (inclusive)
|Percentage of Introduction Fee to be refunded
|0-28 days (including if acceptance is withdrawn)
5.3 If, after the Company has received a refund in respect of any Permanent Worker, that Permanent Worker is re-Engaged within the period of six calendar months which commences on the date of termination, then the amount refunded shall be repaid to the Employment Business. The Company shall not be entitled to any further refunds in respect of that Permanent Worker.
6. Indemnities and Insurance
6.1 The Employment Business shall indemnify and hold the Company harmless from and against any and all expenses, damages, claims, suits, losses, actions, judgments, liabilities, and costs whatsoever (including legal fees on a full indemnity basis) (Losses) suffered or incurred by the Company arising out of, connected with, or resulting from, the Employment Business’ negligence, misrepresentation or breach of this Agreement.
6.2 The provisions of this clause 6 shall survive termination of this Agreement.
7.1 Each party undertakes that it shall not at any time disclose to any person any confidential information of the other party (including information relating to, the business, affairs, customers, clients or suppliers of that other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 7.2).
7.2 Each party may disclose the other party’s confidential information:
7.2.1 to those of its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with clause 7.1; and
7.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority of competent jurisdiction.
7.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.
8. Data Protection Compliance
8.1 To the extent that any data or information belonging to the Company which the Company makes available to the Employment Business is personal data within the meaning of the Data Protection Act 1998:
8.1.1 the Employment Business will process such data and information only in accordance with the Company’s instructions or as necessary to take reasonable advantage in good faith of the relevant terms of this Agreement; and
8.1.2 the Employment Business will not transmit such data and information to a country or territory outside the European Economic Area without the Company’s prior express written consent.
8.2 To the extent that any data or information belonging to the Employment Business which the Employment Business makes available to the Company is personal data within the meaning of the Data Protection Act 1998:
8.2.1 the Company will process such data and information only in accordance with the Employment Business’ instructions or as necessary to take reasonable advantage in good faith of the relevant terms of this Agreement; and
8.2.2 the Company will not transmit such data and information to a country or territory outside the European Economic Area without the Employment Business’ prior express written consent.
9. Assignment and other Dealings
The Employment Business shall not sub-contract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent without the prior written consent of the Company. It shall be a condition of such consent that the sub-contractor signs and observes an Agreement containing terms at least as onerous as those contained in this Agreement. Without prejudice to this clause, the Employment Business shall in all cases retain sole responsibility for the performance of the tasks assigned to it under this Agreement, regardless of the use of authorised or unauthorised sub-contractors and the Employment Business shall be liable for the acts and omissions of any sub-contractor (of any tier and whether authorised or unauthorised) or any intermediaries whatsoever as if they were the acts and omissions of the Employment Business itself.
10. No Partnership or Agency
10.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
10.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
11. Entire Agreement
11.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.2 Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
11.3 This Agreement applies to the exclusion of any other terms that the Employment Business seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
11.4 No employee, worker, consultant, agent or other representative of the Company who is not a director of the Company has any authority to bind the Company to any contractual terms other than this Agreement. No director of the Company has authority to bind the Company to any contractual terms other than this Agreement otherwise than by way of signature of a written document.
12. Third Party Rights
No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
13.1 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office (if it is a company), its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, sent by registered airmail or other next working day international delivery service, sent by commercial courier or sent by e-mail.
13.2 In circumstances where a notice or other communication is given to the Company under or in connection with this Agreement by a method other than e-mail, a copy of that notice shall be sent by e-mail to the Company. E-mails to the Company shall be sent to [email protected] and shall not be deemed received unless they are expressly acknowledged on behalf of the Company or the subject of an automated read receipt.
13.3 A notice or other communication shall be deemed to have been received:
13.3.1 if delivered personally, when left at the address referred to in clause 13.1;
13.3.2 if sent by pre-paid first class post or other next working day delivery service to and from addresses within the United Kingdom, at 9.00am on the second Business Day after posting;
13.3.3 if sent by registered airmail or other next working day international delivery service to or from addresses outside the United Kingdom, at 9.00am on the fifth Business Day after posting;
13.3.4 if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or
13.3.5 (subject to clause 13.2) if sent by e-mail, one Business Day after transmission.
13.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.5 If any provision or part-provision of the Agreement 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 the Agreement.
13.6 A waiver of any right or remedy under the Agreement or law is only effective if given in writing (and, in the case of the Company, signed by a director of the Company) and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.7 The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Copyright in these terms belongs exclusively to ATOM Supplies Ltd.
All rights (including moral rights) are asserted and reserved.