USA Tech Recruitment, Inc
8 The Green Ste. B, in the City of Dover Country of Kent Zip Code 19901
T. +1 (0)9292 245 356
USA Tech Recruitment, Inc
a company registered in the State of Delaware, USA
and whose registered office is at 8 The Green Ste. B, in the City of Dover Country of Kent Zip Code 19901(“Employment
Business”);
Standard Terms of Business
Introduction of Candidates to Clients for Direct Employment/Engagement
An interview of a candidate employment agency has sent is acceptance of these terms.
1.
Definitions
1.1
In these Terms -
“Client” means the person, firm or corporate body to
whom Employment Agency Introduces a Candidate;
“Candidate” means the person Introduced by
Employment Agency to Client including, but not limited to,
any officer or employee of the Candidate if the Candidate
is a limited company, any member or employee of the
Candidate if the Candidate is a limited liability partnership,
and members of Employment Agency’s own staff;
“Conduct Regulations” means the Conduct of
Employment Agencies and Employment Businesses
Regulations 2003 (as amended);
“Data Controller” means -
(a)
"data controller" in the Data Protection Act 1998 in
respect of processing undertaken on or before 24
May 2018; and
(b)
"controller" in accordance with the General Data
Protection Regulation (EU) 2016/679 in respect of
processing undertaken on or after 25 May 2018;
“Data Protection Legislation” means all applicable
laws and regulations, as amended or updated from time to
time, in the United Kingdom relating to data protection,
the processing of personal data and privacy, including
without limitation,(a) the Data Protection Act 1998; (b)
(with effect from 25 May 2018) the General Data
Protection Regulation (EU) 2016/679; (c) the Privacy and
Electronic Communications (EC Directive) Regulations
2003 (as may be amended by the proposed Regulation on
Privacy and Electronic Communications); and (d) any
legislation that replaces or converts into United Kingdom
law the General Data Protection Regulation (EU)
2016/679, the proposed Regulation on Privacy and
Electronic Communications or any other law relating to
data protection, the processing of personal data and
privacy resulting from the United Kingdom leaving the
European Union;
“Engagement” means the engagement, employment or
use of the Candidate by Client or by any Third Party to
whom or to which the Candidate was Introduced by Client
(whether with or without Employment Agency’s
knowledge or consent) on a permanent or temporary
basis, whether under a contract of service or for services;
under an agency, license, franchise or partnership
agreement; or through any other engagement directly or
through a limited company of
which the Candidate is an officer or employee or through
a limited liability partnership of which the Candidate is a
member or employee; or indirectly through another
company and “Engages” and “Engaged” will be
construed accordingly;
“Introduction” means -
(a)
the passing of a curriculum vitæ or information
about the Candidate; or
(b)
the interview of a Candidate in person or by
telephone or by any other audio or visual means,
and the time of the Introduction will be taken to be the
earlier of (a) and (b) above; and “Introduced” and
“Introduces” will be construed accordingly;
“Personal Data” means as set out in, and will be
interpreted in accordance with Data Protection
Legislation;
“Personal Data Breach” means the accidental or
unlawful destruction, loss, alteration, unauthorised
disclosure of, or access to, Personal Data transmitted,
stored or otherwise Processed in connection with these
Terms or which relates to any Candidate;
“Process” means as set out in, and will be interpreted in
accordance with Data Protection Legislation and
“Processed” and “Processing” will be construed
accordingly;
“Remuneration” includes base salary or fees, guaranteed
and/or anticipated bonus and commission earnings,
allowances, inducement payments, shift allowances,
location weighting and call-out allowances, the benefit of a
company car and all other payments or emoluments
payable to or receivable by the Candidate for work (or for
services where applicable) to be rendered to or on behalf
of Client. Where Client provides a company car, a notional
amount of €10,000 will be added to the salary in order to
calculate Employment Agency’s fee;
“Terms” means these terms of business;
“Third Party” means any company or person who is not
Client. For the avoidance of doubt, subsidiary and
associated companies of Client (as defined by s.1159 of the
Companies Act 2006 and s.416 of the Income and
Corporation Taxes Act 1988 respectively) are included
(without limitation) within this definition; and
“Vacancy” means a specific role/s, work or position that
Client requests Employment Agency to submit person for
consideration for such role/s work or position.
USA Tech Recruitment, Inc
8 The Green Ste. B, in the City of Dover Country of Kent Zip Code 19901
T. +1 (0)9292 245 356
2.
These Terms
2.1
These Terms constitute the entire agreement between
Employment Agency and Client in relation to the subject
matter hereof and are deemed to be accepted by Client
and to apply by virtue of (a) an Introduction to Client of a
Candidate; or (b) the Engagement by Client of a Candidate;
or (c) the passing of information about the Candidate by
Client to any Third Party; or
(d) Client’s interview or request to interview a Candidate;
or (e) Client’s signature at the end of these Terms; or (f)
any other written expressed acceptance of these Terms.
For the avoidance of doubt, these Terms apply whether or
not the Candidate is Engaged by Client for the same type
of work and/or Vacancy as that for which the Introduction
was originally effected.
2.2
These Terms supersede all previous agreements between
the parties in relation to the subject matter hereof.
2.3
These Terms prevail over any other terms of business or
purchase conditions put forward by Client save where
expressly agreed otherwise by Employment Agency.
2.4
Client authorises Employment Agency to act on its behalf
in seeking a person to meet Client’s requirements and, if
Client so requests, shall advertise for such a person
through such methods as are agreed with Client and at
Client’s expense.
2.5
For the purposes of these Terms, Employment Agency acts
as an employment agency as defined within the Conduct
Regulations.
3.
Obligations of Employment Agency
3.1
Employment Agency shall use reasonable endeavours to
introduce at least one suitable person to meet the
requirements of Client for each Vacancy. Employment
Agency cannot guarantee to find a suitable person for each
Vacancy. Without prejudice to clause 3.2 below,
Employment Agency shall use reasonable endeavours to
ascertain that the information provided by Employment
Agency to Client in respect of the Candidate is accurate.
3.2
Employment Agency accepts no responsibility in respect of
matters outside its knowledge and Client must satisfy itself
as to the suitability of the Candidate.
4.
Client Obligations
4.1
Client shall satisfy itself as to the suitability of the
Candidate. 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
Candidate, for criminal records and/or background checks
and for satisfying other requirements, qualifications or
permission required by the law and regulations of the
country in which the Candidate is engaged to work.
4.2
To enable Employment Agency to comply with its
obligations under clause 3 Client undertakes to provide to
Employment Agency details of the position which 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 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 Client and what
steps Client has taken to prevent or control such risks.
4.3
Client agrees to provide details of the date Client requires
the Candidate to commence work, 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 Candidate would be entitled to give and
receive to terminate the employment with Client.
4.4
Client agrees that it shall inform Employment Agency of
any information it has that suggests it would be
detrimental to the interests of either Client or the
Candidate for the Candidate to work in the position which
Client seeks to fill.
4.5
Client agrees to provide written notice to Employment
Agency within 3 working days where it receives details of a
Candidate from Employment Agency which it has already
received from (a) another company; or (b) a person; or (c)
the Candidate; or (d) any other source including (without
limitation) from social media, job boards or
advertisements placed by Client. Client further agrees that
if no such notice is given by Client to Employment Agency
then in the event of an Engagement of the Candidate by
Client, howsoever arising, Client agrees to pay
Employment Agency a fee in accordance with clause 5.2.
4.6
Where Client does so notify Employment Agency in
accordance with clause 4.5 above and whereupon Client
provides evidence to Employment Agency that such
receipt of details by Client is in direct relation to the
Vacancy, Client will not be liable to pay Employment
Agency a fee for that Candidate in respect of the Vacancy.
Client acknowledges and agrees that where Client is
unable to evidence such or freely admits their possession
of the Candidate’s details was not in relation to the
Vacancy, Client agrees to pay Employment Agency’s fee in
accordance with clause 5.2.
4.7
Client agrees to -
a)
notify Employment Agency as soon as possible (and in
any event, no later than 7 days from the date of offer
or from the date the Engagement takes effect;
whichever is earlier) of any offer of an Engagement
which it makes to the Candidate; and
b)
notify Employment Agency immediately when its offer
of an Engagement to the Candidate has been accepted
and to provide details of the Candidate’s
Remuneration to Employment Agency; and
c)
pay Employment Agency’s fee within the period
set out under clause 6.2.
4.8
Client shall not, and shall not seek to cause Employment
Agency to, unlawfully discriminate in relation to the
services provided by Employment Agency to Client in
connection with these Terms and shall disclose any and all
information requested by
USA Tech Recruitment, Inc
8 The Green Ste. B, in the City of Dover Country of Kent Zip Code 19901
T. +1 (0)9292 245 356
Employment Agency in the event a Candidate makes a
complaint to Employment Agency.
4.9
Client warrants that it shall not, and shall procure that its
employees and agents shall not, pass any information
concerning a Candidate to any Third Party. Client
acknowledges that Introductions of Candidates are
confidential and that failure to comply with this clause 4.9
may cause Employment Agency to breach the Conduct
Regulations and/or the Data Protection Legislation and
accordingly, Client agrees to indemnify Employment
Agency from any and all liability in connection with Client’s
breach of this clause 4.9.
5.
Charges/Fees
5.1
Where Client discloses to a Third Party any details
regarding a Candidate and that Third Party subsequently
Engages the Candidate within 12 months from the date of
the Introduction, Client agrees to pay Employment
Agency’s fee as set out in clause 5.3. There is no
entitlement to any rebate or refund to Client or to the
Third Party in relation to fees paid in accordance with this
clause 5.1.
5.2
Client agrees to pay Employment Agency a fee calculated
in accordance with clause 5.3 where it Engages, whether
directly or indirectly, any Candidate within 12 months
from the date of Employment Agency’s Introduction.
5.3
The fee will be calculated as a percentage of the
Candidate’s Remuneration applicable during the first 12
months of the Engagement (as set out in the table below).
Employment Agency will charge VAT on the fee where
applicable.
Candidate’s
Remuneration
Percentage payable
as the Fee
€0 to €24,999
20%
€25,000 to €49,999
25%
€50,000 and above
30%
5.4
Where the amount of the actual Remuneration is not
known or disclosed, Employment Agency will charge a fee
calculated in accordance with clause 5.3 on the maximum
level of remuneration applicable –
a)
for the Vacancy; or
b)
for the type of position the Candidate had been
originally submitted by Employment Agency to Client
for; or
c)
for a comparable position in the general marketplace.
5.5
Where the Engagement is for a fixed term of less than 12
months, the fee in clause 5.3 will still apply.
5.6
Where Client withdraws an offer of an Engagement made
to the Candidate, Client agrees to pay Employment
Agency a minimum fee of 50% of the Remuneration for
the services provided by Employment Agency prior to
Client’s withdrawal. Client further agrees to indemnify and
hold harmless Employment Agency from any all liability in
connection with Client’s withdrawal of such an offer.
5.7
Charges incurred by Employment Agency at Client’s
written request in respect of advertising or any other
matters will be charged to Client in addition to the fee
and such charges will be payable whether or not the
Candidate is Engaged.
5.8
Client acknowledges that it has no right to set-off,
withhold or deduct monies from sums due to Employment
Agency under or in connection with these Terms.
6.
Invoices
6.1
Except in the circumstances set out in clause 5.1, 5.6 and
5.7 no fee is incurred by Client until the Candidate has
returned a signed contract of employment to the client;
whereupon the Employment Agency will render an invoice
to the Client for its fees.
6.2
Employment Agency shall raise invoices in respect of the
charges payable and Client agrees to pay the amount due
within 14 days of the date of the invoice.
6.3
All invoices will be deemed to be accepted in full by Client
in accordance with the payment terms stated within clause
6.2 unless Client notifies Employment Agency, in writing
within 5 days of receiving the invoice, stating the amount
Client disputes and the reason Client disputes that amount.
In the event Client does so notify Employment Agency that
it wishes to dispute part of an invoice, Client agrees to pay
the undisputed part of the invoice within the agreed
payment terms and shall co-operate fully with Employment
Agency in order to resolve the dispute as quickly as
possible.
6.4
Employment Agency reserves the right to charge interest
on invoiced amounts overdue at the statutory rate as
prescribed pursuant to Section 6 of the Late Payment of
Commercial Debts (Interest) Act 1998 (as may be
calculated using the calculator on the website:
www.payontime.co.uk) from the due date until the date
payment is received in cleared funds and reserves the right
to charge compensation and further recovery costs in
accordance with the Late Payment of Commercial Debts
Regulations 2013.
7.
Rebates
7.1
Where Client qualifies for a rebate in accordance with
clause 7.2, and the employment of the Candidate is
terminated by Client or by the Candidate within the time
periods specified below, Client will be entitled to a rebate
of the introduction fee as follows -
Duration of Employment
Less than 2 weeks
2 weeks to less than 4 weeks
4 weeks to less than 8 weeks
8 weeks to less than 12 weeks
12 weeks or more
7.2
The following conditions must be met in order for Client
to qualify for a rebate -
a)
Client must notify Employment Agency that the
Candidate’s employment has ended within 7 days of
the employment ending or within 7 days of notice
being given to end the employment (whichever is
earlier) together with a reason for the premature end
of the employment;
USA Tech Recruitment, Inc
8 The Green Ste. B, in the City of Dover Country of Kent Zip Code 19901
T. +1 (0)9292 245 356
b)
Employment Agency’s invoice for the fee must have
been paid within the payment terms in accordance
with clause 6.2;
c)
the Candidate’s employment is not terminated by
reason of redundancy or re-organisation or change in
strategy of Client;
d)
the Candidate’s employment is not terminated by
reason of poor performance prior to the completion
of any induction or training period;
e)
if the Candidate’s employment is terminated by
reason of misconduct, rebate is only due where such
misconduct was reasonably foreseeable by
Employment Agency;
f)
the Candidate did not leave the employment because
he/she reasonably believed that the nature of the
actual work was substantially different from the
information Client provided prior to the Candidate’s
acceptance of the employment;
g)
the Candidate did not leave the employment as a
result of discrimination or other acts against the
Candidate; and
h)
the Candidate was not at any time in the 12 months
prior to the start of the employment employed or
hired (whether on a permanent or contract basis,
directly or indirectly) by Client.
7.3
Where Client re-engages the Candidate on an
employment, worker or indirect (via a Third Party) basis,
Client agrees that any rebate paid to Client under clause
7.1 in respect of that Candidate, will be immediately repaid
to Employment Agency by Client.
8.
Liability and Indemnity
8.1
Employment Agency shall use reasonable endeavours to
ensure Candidate has the required standard of skill,
experience and necessary qualifications as stated in the
Vacancy; nevertheless, Employment Agency is not liable
for any loss, expense, damage or delay arising from and in
connection with any failure on the part of Employment
Agency or of Candidate to evidence such to Client nor for
any negligence whether wilful or otherwise, dishonesty,
fraud, acts or omissions, misconduct or lack of skill,
experience or qualifications of Candidate.
8.2
Employment Agency is not liable for any indirect or
consequential losses or damage including but not limited
to; loss of profits, revenue, goodwill, anticipated savings or
for claims by third parties arising out of Employment
Agency's performance or failure to perform any of its
obligations in these Terms.
8.3
Notwithstanding clause 8.2 above, nothing in these Terms
will be deemed to exclude or restrict any liability of
Employment Agency to Client for personal injury, death or
fraud directly caused by Employment Agency.
8.4
Employment Agency shall not be liable for failure to
perform its obligations under these Terms if such failure
results by reason of any cause beyond its reasonable
control.
8.5
Client will indemnify and keep indemnified Employment
Agency against any costs (including legal costs), claims or
liabilities incurred directly or indirectly by Employment
Agency arising out of or in connection with these Terms
including (without limitation) as a result of -
a)
any breach of these Terms by Client or by its
employees or agents;
b)
any breach by Client or by Third Party, or any of its
employees or agents, of any applicable statutory
provisions (including, without limitation, any statutory
provisions prohibiting or restricting discrimination or
other inequality of opportunity, immigration
legislation, the Conduct Regulations and Data
Protection Legislation); or
c)
any unauthorised disclosure of a Candidate details by
Client or by Third Party, or any of its employees or
agents.
8.6
Save as required by law, the sole aggregate liability of
Employment Agency arising out of or in connection with
these Terms is limited to €10,000.00.
9.
Termination
9.1
These Terms may be terminated by either party by giving
to the other immediate notice in the event that either
Employment Agency or Client goes into liquidation,
becomes bankrupt or enters into an arrangement with
creditors or has a receiver or administrator appointed or
where Employment Agency has reasonable grounds to
believe Client will not pay Employment Agency’s invoice
within the payment terms agreed within clause 6.2.
9.2
These Terms may be terminated by either party for
convenience by serving 3 months notice in writing.
9.3
Without prejudice to any rights accrued prior to
termination, the obligations within clauses 1, 4.9, 5, 6, 7.3,
8, 11, 12, 13, 14, 15 and 16 will remain in force beyond the
cessation or other termination (howsoever arising) of
these Terms.
10.
Equal Opportunities
10.1
Employment Agency is committed to equal opportunities
and expects Client to comply with all anti-discrimination
legislation as regards the selection and treatment of
Candidates.
11.
Confidentiality
11.1
All information contained within these Terms will remain
confidential and Client shall not divulge it to any Third Party
save for its own employees and professional advisers and
as may be required by law.
11.2
Client shall not without the prior written consent of
Employment Agency provide any information in respect of
a Candidate to any Third Party whether for employment
purposes or otherwise.
12.
Data Protection
12.1
For the purposes of this clause 12 "Data Subject" means as
set out in, and will be interpreted in accordance with Data
Protection Legislation. For the avoidance of doubt, Data
Subject includes Candidate.
12.2
The parties hereto acknowledge that Employment Agency
is a Data Controller in respect of the Personal Data of
Candidate and provides such Personal Data to Client in
accordance with the Data Protection Legislation for the
purposes anticipated by these Terms.
USA Tech Recruitment, Inc
8 The Green Ste. B, in the City of Dover Country of Kent Zip Code 19901
T. +1 (0)9292 245 356
12.3
The parties hereto acknowledge that Client is a Data
Controller but the parties hereto are not Joint
Controllers (as defined within Data Protection Legislation)
save where a specific agreement is made to that effect
between the parties hereto.
12.4
The parties hereto warrant to each other that any
Personal Data relating to a Data Subject, whether
provided by Client, Employment Agency or by Candidate,
will be used, Processed and recorded by the receiving party
in accordance with Data Protection Legislation.
12.5
The parties hereto will take appropriate technical and
organisational measures to adequately protect all Personal
Data against accidental loss, destruction or damage,
alteration or disclosure.
12.6
Client will -
a)
comply with the instruction of the Employment
Agency as regards the transfer/sharing of data
between the parties hereto. If Client requires
Personal Data not already in its control to be
provided by Employment Agency, Client will set out
their legal basis for the request of such data and
accept that Employment Agency may refuse to
share/transfer such Personal Data where, in the
reasonable opinion of Employment Agency, it does not
comply with its obligations in accordance with Data
Protection Legislation;
b)
not cause Employment Agency to breach any of their
obligations under the Data Protection Legislation.
12.7
In the event Client becomes aware of an actual or any
reasonably suspected Personal Data Breach, it will
immediately notify Employment Agency and will provide
Employment Agency with a description of the Personal
Data Breach, the categories of data that was the subject of
the Personal Data Breach and the identity of each Data
Subject affected and any other information the
Employment Agency reasonably requests relating to the
Personal Data Breach.
12.8
In the event of a Personal Data Breach, Client will
promptly (at its own expense) provide such information,
assistance and cooperation and do such things as
Employment Agency may request to -
a)
investigate and defend any claim or regulatory
investigation;
b)
mitigate, remedy and/or rectify such breach; and
c)
prevent future breaches.
and will provide Employment Agency with details in writing
of all such steps taken.
12.9
Client will not release or publish any filing,
communication, notice, press release or report concerning
any Personal Data Breach without the prior written
approval of Employment Agency.
12.10
Client agrees it will only Process Personal Data of
Candidate for the agreed purpose that is introduction for
a Vacancy pursuant to these Terms.
12.11
Client will provide evidence of compliance with clause 12
upon request from Employment Agency.
12.12
Client will indemnify and keep indemnified Employment
Agency against any costs, claims or liabilities incurred
directly or indirectly by Employment
Agency arising out of or in connection with any failure to
comply with clause 12.
13.
General
13.1
Any failure by the Employment Agency to enforce at any
particular time any one or more of these Terms will not
be deemed a waiver of such rights or of the right to
enforce these Terms subsequently.
13.2
Headings contained in these Terms are for reference
purposes only and will not affect the intended meanings of
the clauses to which they relate.
13.3
No provision of these Terms will be enforceable by any
person who is not a party to it pursuant to the Contract
(Rights of Third Parties) Act 1999.
13.4
If any provision, clause or part-clause of these Terms is
held to be invalid, void, illegal or otherwise unenforceable
by any judicial body, the remaining provisions of these
Terms will remain in full force and effect to the extent
permitted by law.
13.5
Any reference to legislation, statute, act or regulation will
include any revisions, re-enactments or amendments that
may be made from time to time.
14.
Notices
14.1
Any notice required to be given under these Terms
(including the delivery of any information or invoice) will
be delivered by hand, sent by facsimile, e-mail or prepaid
first class post to the recipient at its fax number or
address specified in these Terms (or as otherwise notified
from time to time to the sender by the recipient for the
purposes of these Terms).
14.2
Notices will be deemed to have been given and served
-
a)
if delivered by hand, at the time of delivery if
delivered before 5.00pm on a business day or in any
other case at 10.00am on the next business day after
the day of delivery; or
b)
if sent by facsimile or e-mail, at the time of despatch if
despatched on a business day before
5.00 p.m. or in any other case at 10.00 a.m. on the
next business day after the day of despatch, unless the
transmission report indicates a faulty or incomplete
transmission or, within the relevant business day, the
recipient informs the sender that the facsimile or e-
mail message was received in an incomplete or illegible
form; or
c)
if sent by prepaid first-class post, 48 hours from the
time of posting.
15.
Variation
15.1
No variation or alteration of these Terms will be valid
unless approved in writing by Client and Employment
Agency.
16.
Applicable Law
16.1
These Terms will be construed in accordance with English
Law and the parties submit to the exclusive jurisdiction of
the Courts of England and Wales.
USA Tech Recruitment Inc
8 The Green Ste. B, in the City of Dover Country of Kent Zip Code 19901
T. +1 (0)9292 245 356
Client Signature :
Print Name :
Date :
For and on behalf of [Client Company Name]
Employment Agency Signature :
Print Name :
Date :
For and on behalf of USA Tech Recruitment, Inc
USA Tech Recruitment Inc
8 The Green Ste. B, in the City of Dover Country of Kent Zip Code 19901
T. +1 (0)9292 245 356
USA Tech Recruitment, Inc
a company registered in the State of Delaware, USA
and whose registered office is at 8 The Green Ste. B, in the City of Dover Country of Kent Zip Code
19901(“Employment Business”);
Standard Terms of Business
Supply of Contractor Services to Clients
An interview of a candidate employment agency has sent is acceptance of these terms.
1. Definitions
1.1 In these Terms -
“Agency Worker” means Representative who works
temporarily for and under the supervision and direction of
Client and/or End User, as is further defined within the
AWR;
“Alternative Hire Period” means the period agreed within
Contractor Schedule;
“Assignment” means the period during which Contractor
renders the Services;
“AWR” means the Agency Workers Regulations 2010 (as
amended);
“Candidate” means the person or company introduced by
Employment Business to Client for an Engagement including,
but not limited to, any officer or employee of Candidate if
Candidate is a limited company, any member or employee of
Candidate if Candidate is a limited liability partnership, and
members of Employment Business’s own staff;
“Client” means the person, firm or corporate body together
with any subsidiary or associated company (as defined by s.
1159 of the Companies Act 2006) to whom Employment
Business supplies or introduces Candidate and/or
Contractor;
“Client Group” means Client, any corporate body of which
Client is a subsidiary (as defined by s. 1159 of the Companies
Act 2006), any other subsidiary of such corporate body and
any subsidiary of Client;
“Conduct Regulations” means the Conduct of
Employment Agencies and Employment Businesses
Regulations 2003 (as amended);
“Contractor” means the company who provide the
Services;
“Contractor Schedule” means the schedule provided by
Employment Business to Client confirming the details relating
to Assignment; “Data Controller” means (i) "data
controller" in the Data Protection Act 1998 in respect of
processing undertaken on or before 24 May 2018; and (b)
"controller" in accordance with the General Data Protection
Regulation (EU) 2016/679 in respect of processing
undertaken on or after 25 May 2018;
“Data Protection Legislation” means all applicable laws
and regulations, as amended or updated from time to time, in
the United Kingdom relating to data protection, the
processing of personal data and privacy, including without
limitation,(a) the Data Protection Act 1998; (b) (with effect
from 25 May 2018) the General Data Protection Regulation
(EU) 2016/679; (c) the Privacy and Electronic
Communications (EC Directive) Regulations 2003 (as may be
amended by the proposed Regulation on Privacy and
Electronic Communications); and (d) any legislation that
replaces or converts into United Kingdom law the General
Data Protection Regulation (EU) 2016/679, the proposed
Regulation on Privacy and Electronic Communications or any
other law relating to data protection, the processing of
personal data and privacy resulting from the United Kingdom
leaving the European Union;
“End User” means the company with whom Client has an
agreement and who is the recipient of the Services;
“Engagement” means the engagement, employment or use
of Candidate and/or Contractor by Client, by Client Group
or by any third party to whom or to which Candidate and/or
Contractor was introduced by Client (whether with or
without Employment Business’s knowledge or consent) on a
permanent or temporary basis, whether under a contract of
service or for services; under an agency, license, franchise or
partnership agreement; or through any other engagement
directly or through a limited company of which Candidate is
an officer or employee or through a limited liability
partnership of which Candidate and/or Contractor is a
member or employee; or indirectly through another
employment business or company which holds itself out as
such and “Engages” and “Engaged” will be construed
accordingly;
“Introduced” means -
a) Client’s interview of a Candidate in person or by
telephone or by any other audio or visual means; or
b) the passing to Client of a curriculum vitæ or
information about Candidate;
whichever is earlier and “Introduces” and “Introduction”
will be construed accordingly;
“Off-Payroll” means Chapter 10 Part 2 of Income Tax
(Earnings and Pensions) Act 2003;
“Opted-Out” means the notice given by Contractor and
Representative in accordance with regulation 32(9) of the
Conduct Regulations; “Personal Data” means as set out in,
and will be interpreted in accordance with Data Protection
Legislation;
“Personal Data Breach” means the accidental or unlawful
destruction, loss, alteration, unauthorised disclosure of, or
access to, Personal Data transmitted, stored or otherwise
Processed in connection with these Terms or which relates
to any Candidate and, where applicable, to any
Representative;
USA Tech Recruitment Inc
8 The Green Ste. B, in the City of Dover Country of Kent Zip Code 19901
T. +1 (0)9292 245 356
“Process” means as set out in, and will be interpreted in
accordance with Data Protection Legislation and “Processed”
and “Processing” will be construed accordingly;
“Qualifying Period” means as defined within regulation 7
of the AWR;
“Quarantine Period” means the “relevant period” as set
out within regulation 10(5) of the Conduct Regulations, or
the period stated within Contractor Schedule where
Contractor has Opted-Out of the Conduct Regulations;
“Remuneration” means basic salary, shift or weighting
allowances, guaranteed and/or anticipated bonus and
commission earnings, car allowance and any other benefit or
allowance;
“Representative” means employee, officer or
representative of Contractor, specified in Contractor
Schedule who renders the Services on behalf of Contractor;
“Services” means the services to be performed by
Representative on behalf of Contractor pursuant to these
Terms, as described in Contractor Schedule;
“Terms” means these terms of business and will include any
Contractor Schedule issued pursuant to these terms of
business; and
“Transfer Fee” means the fee set out within Contractor
Schedule.
2. These Terms
2.1 These Terms are effective from date of issue to Client and
supersede all previous terms of business issued by
Employment Business.
2.2 These Terms will be deemed to be accepted by Client and to
apply by virtue of (a) the passing of information about a
Candidate to Client by Employment Business or (b) an
Introduction to Client of, or the Engagement by Client of, a
Candidate or (c) Client’s interview or request to interview a
Candidate (including interview by video conferencing or by
telephone) or (d) the signature by Client on a timesheet
relating to services provided by Contractor or (e) Client’s
signature at the end of these Terms or (f) any other written,
expressed acceptance of these Terms. For the avoidance of
doubt, these Terms apply whether or not Candidate is
Engaged by Client for the same type of work as that for
which the Introduction was originally effected.
2.3 These Terms contain the entire agreement between the
parties in relation to the subject matter hereof and, unless
otherwise agreed in writing, these Terms prevail over any
previous terms of business, agreement or any purchase
conditions put forward by Client.
2.4 For the purposes of these Terms, Employment Business acts
as an employment business as defined within the Conduct
Regulations.
2.5 Client authorises Employment Business to act on its behalf in
seeking Candidates and, if Client so requests, will advertise
for Candidates through such methods as are agreed with
Client.
2.6 Where there is a conflict of provisions between the main
body of these terms of business and Contractor Schedule,
the main body of these terms of business will take
precedence save where expressly provided for within the
clauses herein or agreed as a variation set out within
Contractor Schedule.
2.7 Headings contained in these Terms are for reference
purposes only and will not affect the intended meanings of
the clauses to which they relate.
2.8 Unless the context otherwise requires, references to the
singular include the plural and feminine includes masculine
and vice versa.
3. Client Obligations
3.1 Client agrees to, and where applicable will ensure End User
will, be responsible for providing the working environment
for Representative and any necessary resources, tools and
facilities, save where and to the extent Client agrees that
such resources are to be provided by Contractor.
3.2 These Terms are personal to Client and will not be assigned
by it without the prior written consent of Employment
Business. For the avoidance of doubt, this restriction includes
any assignment to any subsidiary, associated company or
member of Client’s group.
3.3 Client undertakes to provide Employment Business with
details of any specific health and safety risks in relation to the
Services and Assignment, together with details of any steps
taken to prevent or control such risks.
3.4 Client shall ensure that Representative works in a safe
environment in accordance with a safe system of work.
Client agrees to indemnify and keep indemnified Employment
Business from and against all loss or liability suffered or
incurred by Employment Business as a result of any claim by
Contractor and/or Representative arising out of any injury or
damage to his/her person or property suffered in the course
of performing the Services.
3.5 Client undertakes to confirm in writing to Employment
Business -
a) the date upon which Candidate is required to
commence the provision of the Services; and
b) the expected duration of the Engagement; and
c) the nature of and/or specifics of the services required to
be provided by Candidate; and
d) the location/s Candidate is expected to deliver the
Services;
e) details of any applicable End User; and
f) the number of hours/days and any specific time-keeping
and recording requirements Client expects of
Contractor; and
g) any experience, training, qualifications, professional body
authorisations that Client, the law or professional body
requires Candidate to possess to provide the Services;
h) any expenses payable by or to Candidate;
i) any site regulations, IT access/security/usage policies,
health and safety procedures and any other procedures
or policies Client (or End User) requires Candidate to
adhere to and will provide copies of any such
policies/procedure to Employment Business, and
j) any health and safety risks and any steps taken to
address those risks.
3.6 Client undertakes to notify Employment Business
immediately of its, or of Client Group’s, or of End User’s,
intention to -
a) engage a Candidate Introduced by Employment Business;
or
USA Tech Recruitment Inc
8 The Green Ste. B, in the City of Dover Country of Kent Zip Code 19901
T. +1 (0)9292 245 356
b) extend Assignment of Representative or otherwise
Engage directly or indirectly a Candidate/Representative
Introduced and/or supplied via Employment Business; or
c) engage a Candidate and/or Representative on a
permanent, contract or temporary basis or otherwise
(including through another recruitment agency,
employment business or limited company).
3.7 Where the AWR applies to Assignment, Client warrants that
it will, from the start of Assignment, provide Agency Worker
with -
a) information about relevant vacant posts with Client, or
with End User where applicable; and
b) save where objectively justifiable, access to any and all
collective facilities and amenities,
in the same manner as if Agency Worker were a direct
worker or employee of Client, or of End User where
applicable.
3.8 Upon request from Employment Business, Client undertakes
to provide (without delay) to Employment Business accurate
information about the working and employment conditions
that are applicable to Client (or applicable to End User
where relevant) whether by contract or by collective
agreement or otherwise and shall include subsequent
variations thereto, that relate to the Client’s (or to End
User’s) employees and direct workers including (without
limitation) –
a) the standard terms and conditions that apply to their
employees and those that apply to their workers;
b) details relating to the application and calculation of, pay
scales, bonuses, commission, overtime, shift allowance,
unsocial hours allowance, hazardous duties, holiday pay,
other related emoluments;
c) entitlements relating to annual leave, night work, rest
periods, rest breaks;
d) benefits of monetary value including, without limitation,
vouchers and stamps; and
e) any other information as may be required by
Employment Business to comply with the AWR.
3.9 Where the AWR applies to Assignment, Client agrees that it
will, upon request from Employment Business and without
delay, provide accurate details relating to the working and
employment conditions (as defined within regulation 5(2) and
regulation 6 of the AWR) of Client’s (or of End User’s as is
applicable) workers and/or employees who undertake the
same or broadly similar work as that of Agency Worker
during Assignment.
3.10 Where the AWR applies to Assignment and where applicable
pursuant to information obtained under clause Error!
Reference source not found. above, Client will, and
where applicable will ensure that End User will, apply the
same or similar process as applied to assess Pay that is
directly attributable to the amount or quality of the work
done by Agency Worker. For the purposes of this clause
“Pay” means as defined in regulation 6(2) of the AWR.
3.11 Where the AWR applies to Assignment and Agency Worker
is pregnant, Client acknowledges and agrees that, following
the Qualifying Period, Client will, and where applicable will
procure that End User will, permit Agency Worker time off
to attend ante-natal medical appointments and ante-natal
classes.
3.12 Where the AWR applies to Assignment, Client acknowledges
and agrees that, following the Qualifying Period and
whereupon Agency Worker is unable to continue to provide
some or all of the Services on maternity grounds due to
reasons of health and safety, Client will, and where applicable
will procure that End User will, undertake to make such
reasonable adjustments as are necessary to allow Agency
Worker to continue providing services for the duration of
Assignment. For the avoidance of doubt, such reasonable
adjustments will include provision of alternative work on
terms no less favourable than those applicable during
Assignment.
3.13 Client undertakes and agrees to immediately notify
Employment Business where an Agency Worker has worked
for Client/End User in the same or similar role as Assignment
where, prior to the planned commencement of Assignment,
such role is within the Qualifying Period.
3.14 Client warrants and undertakes that it will not, and where
applicable will procure that End User will not, seek to deny
Agency Worker’s entitlement to rights under the AWR by
virtue of the structure of assignments and shall at all times
comply with regulation 9 of the AWR.
3.15 Where Off-Payroll applies to Client, Client undertakes and
agrees to assess the working practices of Services to be
provided during Assignment and to notify Employment
Business of the results of such assessment prior to the
commencement of Assignment.
3.16 Where Off-Payroll applies to Client or applies to End User,
Client undertakes and agrees to provide any information
reasonably requested at any time by Employment Business
promptly in order to assist Employment Business to comply
with Off-Payroll.
3.17 Client undertakes and agrees to notify Employment Business
in the event of changes to information provided under
clauses Error! Reference source not found. or Error!
Reference source not found. that occur during the term
of Assignment.
3.18 Client warrants and undertakes that all information it
provides to Employment Business under these Terms is true
and accurate.
4. Employment Business’s Obligations
4.1 Employment Business shall use reasonable endeavours to
introduce Candidates to Client who meet Client’s stated
requirements.
4.2 Where Employment Business and Client have agreed that
Employment Business will supply Client with the services of a
particular Candidate, Employment Business will give Client a
Contractor Schedule confirming the name of Contractor and
Representative, the agreed pay rates/fees, duration of
Assignment, description of the Services, notice periods and
any other relevant details communicated and agreed between
the parties.
4.3 Employment Business shall use reasonable endeavours to
ensure that Contractor and Representative co-operates with
Client and complies with all Client’s reasonable and lawful
instructions.
4.4 Employment Business shall use reasonable endeavours to
ensure that Contractor enters into an agreement which
contains an obligation on Contractor and Representative to
assign to Employment Business (for onward assignment to
Client) or directly to Client (as directed by Client to
Employment Business), Contractor’s and Representative’s
USA Tech Recruitment Inc
8 The Green Ste. B, in the City of Dover Country of Kent Zip Code 19901
T. +1 (0)9292 245 356
intellectual property rights of whatever nature and, if capable
of registration, whether registered or not, in all documents
or other material and data or other information and
processes provided or created by Contractor and
Representative in the provision of the Services.
4.5 Employment Business shall use reasonable endeavours to
ensure that Contractor enters into an agreement which
contains an obligation on Contractor and Representative to
keep confidential all confidential information of Client
obtained during Assignment. For the purposes of this clause
Error! Reference source not found., confidential
information is confidential if it is clearly marked confidential
or if Client states it is confidential clearly in writing to
Representative.
5. Charges/Fees
5.1 Client agrees to pay Employment Business’s charges for the
Introduction and the services of Contractors / Candidates as
set out in the relevant Contractor Schedule.
5.2 Signature by Client (or by End User where applicable) of
timesheets or other verification of hours or days worked is
confirmation of the amount of time worked by
Representative and of satisfaction with the Services provided.
Failure to sign/authorise the timesheet does not absolve
Client of its obligation to pay the charges for the Services
provided by Representative on behalf of Contractor.
5.3 If Client is unable to sign a timesheet (or other agreed
method of verification of hours/days) produced for
authentication by Representative because Client disputes the
amount of time claimed, then Client will notify Employment
Business within two working days from the presentation to
the client of the claimed hours/days for verification and will
co-operate fully and in a timely fashion with Employment
Business, including providing documentary evidence of the
hours/days worked by Representative, to enable Employment
Business to establish what periods of time, if any,
Representative worked.
5.4 With reference to clause Error! Reference source not
found., where such time off to attend ante-natal medical
appointments and ante-natal classes falls within the normal
working periods of Agency Worker during Assignment,
Client agrees to pay Employment Business’s charges, in
accordance with clause Error! Reference source not
found., for such periods whether by inclusion of such time
on a timesheet or otherwise.
5.5 There are no refunds or rebates payable by Employment
Business to Client (or to Client Group or, for the avoidance
of doubt, End User) in respect of Employment Business’s
charges.
5.6 Client agrees to pay Employment Business all reasonable
business expenses incurred by Contractor/Representative in
the provision of the Services as agreed within Contractor
Schedule.
5.7 In the event notification in accordance with Error!
Reference source not found. is provided to Employment
Business after the commencement of Assignment or in the
event of information provided in accordance with clauses
Error! Reference source not found. and Error!
Reference source not found., Client agrees and accepts
that Employment Business is entitled to vary its charge to
Client in order to comply with Off-Payroll.
5.8 VAT will be payable in addition to charges/fees.
5.9 Client acknowledges and agrees that Employment Business
may, upon notice, increase the charge rate set out in under
clause Error! Reference source not found. (or as set out
in the relevant Contractor Schedule if applicable) in order to
comply with the AWR or with Off-Payroll.
5.10 Client acknowledges that it has no right to set-off, withhold
or deduct monies from sums due to Employment Business
under these Terms.
6. Invoices
6.1 Employment Business will raise invoices monthly (unless
otherwise specified in Contractor Schedule) in respect of the
charges payable and Client agrees to pay such invoices within
thirty days (30) of the date of the invoice, unless otherwise
specified in Contractor Schedule.
6.2 All invoices will be deemed to be accepted in full by Client
unless Client notifies Employment Business in writing within
five days of the amount Client disputes and the reason Client
disputes that amount. In the event Client does so notify
Employment Business that it wishes to dispute part of an
invoice, Client agrees to pay the undisputed part of the
invoice within the agreed payment terms and will co-operate
fully with Employment Business in order to resolve the
dispute as quickly as possible.
6.3 Employment Business reserves the right to charge interest on
invoiced amounts overdue at the statutory rate as prescribed
pursuant to Section 6 of the Late Payment of Commercial
Debts (Interest) Act 1998 (and as may be calculated using the
calculator on the website: www.payontime.co.uk) from the
due date until the date payment is received in cleared funds
and to charge compensation and further recovery costs in
accordance with the Late Payment of Commercial Debts
Regulations 2013.
7. Termination of Assignments
7.1 Client may instruct Employment Business, in writing, to end
the Services of Contractor immediately in the event of
substantial non-performance or serious misconduct by
Contractor, provided that Client provides detailed, written
confirmation of the non-performance and/or misconduct.
7.2 Employment Business may end any Assignment immediately
by giving Client notice in writing if Client is in material breach
of these Terms.
7.3 Either party may terminate Assignment prior to the end of
Assignment by giving not less than 4 weeks’ notice in writing,
or such other period of notice as agreed and set out in the
relevant Contractor Schedule.
7.4 When notice of termination of Assignment is served by
Client, payment for each week of notice will be based on the
specified hours/days agreed in Contractor Schedule or actual
hours worked by Representative, whichever the greater.
Client agrees to make payment in accordance with clauses
5.1, 5.2, and Error! Reference source not found. above
irrespective of whether or not Contractor continues to
provide the Services during this notice period.
7.5 In any event of termination of Assignment pursuant to clause
Error! Reference source not found., Employment
Business shall use reasonable endeavours to provide an
alternative Contractor and/or Representative within fourteen
days that in the reasonable opinion of Employment Business
is suitable to provide the Services.
7.6 These Terms may be terminated by either party by giving to
the other immediate notice in the event that either
USA Tech Recruitment Inc
8 The Green Ste. B, in the City of Dover Country of Kent Zip Code 19901
T. +1 (0)9292 245 356
Employment Business or Client goes into liquidation,
becomes bankrupt or enters into an arrangement with
creditors or has a receiver or administrator appointed or
where Employment Business has reasonable grounds to
believe Client will not pay Employment Business’s invoice
within the payment terms agreed within clause Error!
Reference source not found..
7.7 Employment Business may substitute Contractor and/or any
Representative with another suitably qualified and similarly
skilled Contractor and/or Representative with reasonable
notice at its absolute discretion.
7.8 Employment Business may, at its absolute discretion and at
any time, terminate Assignment upon immediate notice
where in the opinion of Employment Business Contractor
and/or Representative is no longer suitable to provide the
Services.
7.9 Following termination (howsoever arising) of these Terms,
the provisions contained within clauses Error! Reference
source not found., Error! Reference source not
found., Error! Reference source not found., Error!
Reference source not found., Error! Reference source
not found., Error! Reference source not found., Error!
Reference source not found., Error! Reference source
not found., Error! Reference source not found., Error!
Reference source not found., Error! Reference source
not found., Error! Reference source not found., Error!
Reference source not found., Error! Reference source
not found., Error! Reference source not found., Error!
Reference source not found., Error! Reference source
not found. and Error! Reference source not found. will
continue in full force and effect.
8. Engagement of Representatives by Client or
Third Parties
8.1 Subject to clause Error! Reference source not found.,
Client agrees that when Client or Client Group or End User
-
a) employs a Representative or
b) Engages a Representative, other than through
Employment Business,
either during Assignment or within the Quarantine Period,
Client agrees to notify Employment Business of that
Engagement and agrees to pay Employment Business the
Transfer Fee stated in Contractor Schedule irrespective of
the planned duration of the Engagement. No refund of the
Transfer Fee will be paid in the event that the Engagement
subsequently terminates. VAT is payable in addition to any
fee due.
8.2 Subject to clause Error! Reference source not found.,
where there has been an Introduction of a Candidate to
Client which does not immediately result in the supply of the
services of that Candidate by Employment Business to Client,
but which later leads to an Engagement of Candidate by
Client or by Client Group or by End User (howsoever
arising) within 12 months from the date of Introduction,
Client agrees to notify Employment Business of that
Engagement and agrees to pay the Transfer Fee in
accordance with clause Error! Reference source not
found. above. VAT, where applicable, is payable in addition
to any fee due.
8.3 All Introductions are confidential. If Client passes details of a
Candidate and/or Contractor and/or Representative to any
third party (including, for the avoidance of doubt, Client
Group or End User) resulting in the Engagement of that
Candidate and/or Contractor and/or Representative, then
Client agrees to pay the Transfer Fee. VAT, where applicable,
is payable in addition to any fee due.
8.4 Client acknowledges and agrees that where it fails to notify
Employment Business of the actual Remuneration/fees it (or
where applicable, Client Group or End User) intends to
(directly or indirectly) pay Candidate/Representative,
Employment Business will be entitled to calculate the
Transfer Fee based on comparable market rates for similar
roles.
8.5 For the avoidance of doubt, no refund of the Transfer Fee
will be paid in the event that the Engagement subsequently
terminates.
9. Alternative Hire Period
9.1 Where the Conduct Regulations apply, as an alternative to
the Transfer Fee agreed in clause Error! Reference source
not found. Client may provide Employment Business with
written notice in accordance with clause Error! Reference
source not found. above and to require Employment
Business to supply the services of Representative to Client
for a further period set out as the Alternative Hire Period
within Contractor Schedule, during which period Client will
pay the charges agreed pursuant to clause Error!
Reference source not found. above.
9.2 Where the Conduct Regulations apply, as an alternative to
the Transfer Fee agreed in clause Error! Reference source
not found., Client may provide Employment Business with
five (5) days written notice to require Employment Business
to supply the services of Candidate to Client for the
Alternative Hire Period agreed in Contractor Schedule,
during which period Client agrees to pay the charges agreed
pursuant to clause Error! Reference source not found.
above or where none agreed, pursuant to market rate in the
sole opinion of Employment Business.
9.3 Upon completion of the entire duration of Alternative Hire
Period and the payment in full of invoices relating thereto,
Client may engage with Candidate/Representative directly or
indirectly without any additional payment to Employment
Business.
9.4 Where Client does not give such notice as required within
clauses Error! Reference source not found. and Error!
Reference source not found. before
Candidate/Representative is Engaged, Client acknowledges
and agrees that Transfer Fee will become due in full to
Employment Business.
9.5 Pursuant to clauses Error! Reference source not found.
and Error! Reference source not found. above, a
Contractor Schedule will be issued by Employment Business
and these Terms will continue in full force and effect during
the Alternative Hire Period.
9.6 In the event Candidate/Representative ceases to provide
services for whatever reason during the Alternative Hire
Period, Client acknowledges and agrees that the Transfer Fee
will become due, minus the portion directly relating to the
gross profit of Employment Business paid by Client to
Employment Business during the period of the Alternative
Hire Period that Candidate/Representative completed.
9.7 For the avoidance of doubt, there will be no refund of any
fees or charges paid by Client to Employment Business in
relation to the Alternative Hire Period and/or Transfer Fee.
USA Tech Recruitment Inc
8 The Green Ste. B, in the City of Dover Country of Kent Zip Code 19901
T. +1 (0)9292 245 356
10. Data Protection
10.1 For the purposes of this clause Error! Reference source
not found. "Data Subject" means as set out in, and will be
interpreted in accordance with Data Protection Legislation.
For the avoidance of doubt, Data Subject includes Candidate
and Representative.
10.2 The parties hereto acknowledge that Employment Business is
a Data Controller in respect of the Personal Data of
Candidate/Representative and provides such Personal Data
to Client in accordance with the Data Protection Legislation
for the purposes anticipated by these Terms.
10.3 The parties hereto acknowledge that Client is a Data
Controller but the parties hereto are not Joint Controllers
(as defined within Data Protection Legislation) save where a
specific agreement is made to that effect between the parties
hereto.
10.4 The parties hereto agree that the Representative is not
Client's Data Processor (as defined within Data Protection
Legislation) save where agreed otherwise within a
Contractor Schedule and subject to additional terms and
conditions.
10.5 The parties hereto warrant to each other that any Personal
Data relating to a Data Subject, whether provided by Client,
Employment Business or by Candidate or Representative, will
be used, Processed and recorded by the receiving party in
accordance with Data Protection Legislation.
10.6 The parties hereto will take appropriate technical and
organisational measures to adequately protect all Personal
Data against accidental loss, destruction or damage,
alteration or disclosure.
10.7 Client will -
a) comply with the instruction of the Employment Business
as regards the transfer/sharing of data between the
parties hereto. If Client requires Personal Data not
already in its control to be provided by Employment
Business, Client will set out their legal basis for the
request of such data and accept that Employment
Business may refuse to share/transfer such Personal
Data where, in the reasonable opinion of Employment
Business, it does not comply with its obligations in
accordance with Data Protection Legislation;
b) not cause Employment Business to breach any of their
obligations under the Data Protection Legislation.
10.8 In the event Client becomes aware of an actual or any
reasonably suspected Personal Data Breach, it will
immediately notify Employment Business and will provide
Employment Business with a description of the Personal Data
Breach, the categories of data that was the subject of the
Personal Data Breach and the identity of each Data Subject
affected and any other information the Employment Business
reasonably requests relating to the Personal Data Breach.
10.9 In the event of a Personal Data Breach, Client will promptly
(at its own expense) provide such information, assistance and
cooperation and do such things as Employment Business may
request to -
a) investigate and defend any claim or regulatory
investigation;
b) mitigate, remedy and/or rectify such breach; and
c) prevent future breaches.
and will provide Employment Business with details in writing
of all such steps taken.
10.10 Client will not release or publish any filing, communication,
notice, press release or report concerning any Personal Data
Breach without the prior written approval of Employment
Business.
10.11 Client agrees it will only Process Personal Data of Candidate
or of Representative for the agreed purpose of provision of
Services pursuant to these Terms.
10.12 Client will provide evidence of compliance with clause
Error! Reference source not found. upon request from
Employment Business.
11. Liability
11.1 Employment Business shall use reasonable endeavours to
ensure Representative has the required standard of skill,
integrity and reliability; nevertheless, Employment Business is
not liable for any loss, expense, damage or delay arising from
and in connection with any failure on the part of Contractor
or their Representative to perform the Services nor for any
negligence whether wilful or otherwise, dishonesty, fraud,
acts or omissions, misconduct or lack of skill of Contractor
or of their Representative howsoever arising.
11.2 All Contractors are engaged under contracts for services.
They are not the employees of Employment Business.
11.3 Client will comply, and will procure that End User will
comply, in all respects with all relevant statutes, by-laws and
legal requirements including provision of adequate public
liability insurance in respect of Representative where
appropriate. Client agrees to allow and reasonably assist
Employment Business in complying with its legal obligations
regarding the introduction of Candidate/s and supply of
Services by Contractor/s.
11.4 Employment Business is providing resourcing services
comprising of sourcing, introduction of Candidates and
payment of fees to Contractor in relation to Services
performed by Representative and accordingly, Employment
Business does not accept any liability, howsoever arising, for
the quality of services provided by Representative and
Contractor, save for death or personal injury caused by
Employment Business’s direct negligence.
11.5 Save where required by law, the parties hereto are not liable
for-
a) any loss of profits, loss of business, loss of revenue,
depletion of goodwill, pure economic loss, loss of
anticipated savings, damages, charges, expenses and/or
similar losses; or
b) any special, indirect or consequential losses;
11.6 Save as required by law, the sole aggregate liability of
Employment Business to Client arising in connection with
these Terms will be limited to ten thousand pound sterling
£10,000.
12. Indemnity
12.1 Client agrees to indemnify and keep indemnified Employment
Business against any costs, claims or liabilities incurred
directly or indirectly by Employment Business arising out of
or in connection with these Terms including (without
limitation) as a result of:
a) any breach of these Terms by Client (including its
employees, subcontractors and agents); and
b) any breach by Client, or any of its employees or agents,
of any applicable statutory provisions (including, without
limitation, any statutory provisions prohibiting or
USA Tech Recruitment Inc
8 The Green Ste. B, in the City of Dover Country of Kent Zip Code 19901
T. +1 (0)9292 245 356
restricting discrimination or other inequality of
opportunity).
13. General
13.1 Employment Business is not liable for any delay or failure in
performance of its obligations to Client where this arises
from matters outside its reasonable control.
13.2 Any failure by Employment Business to enforce at any
particular time any one or more of these Terms will not be
deemed a waiver of such rights or of the right to enforce
these Terms subsequently.
13.3 If any provision, clause or part-clause of these Terms is held
to be invalid, void, illegal or otherwise unenforceable by any
judicial body, the remaining provisions of these Terms will
remain in full force and effect to the extent permitted by law.
13.4 No provision of these Terms will be enforceable by any
person who is not a party to it pursuant to the Contract
(Rights of Third Parties) Act 1999 ("the Act"). This does not,
however, affect any right or remedy of a third party that
exists or is available independently of the Act.
13.5 Without prejudice to clause Error! Reference source not
found., whereupon these Terms and/or Contractor
Schedule/s are executed by the signature of duly authorised
representatives of the parties this forms a binding agreement
and will supersede all previous agreements or
representations whether written or oral including without
limitation Client’s terms and conditions, purchase order or
other Client documents with respect to the provision of
services set out herein provided by Employment Business.
These Terms may not be modified or amended except in
writing and signed by a duly authorised representative of
Employment Business.
13.6 The parties acknowledge that AWR, Conduct Regulations
and Off-Payroll are not inter dependent and their applicability
to Assignment does not determine supervision, direction or
control by Client.
14. Notices
14.1 Any notice required to be given under these Terms will be
delivered by hand, sent by facsimile, e-mail or prepaid first
class post to the recipient at its fax number or address
specified in these Terms (or as otherwise notified from time
to time to the sender by the recipient for the purposes of
these Terms)
14.2 Notices in connection with these Terms will be deemed to
have been given and served,
a) if delivered by hand, at the time of delivery if delivered
before 5.00pm on a business day or in any other case at
10.00am on the next business day after the day of
delivery;
b) if sent by facsimile or by e-mail, at the time of despatch
if despatched on a business day before 5.00 p.m. or in
any other case at 10.00 a.m. on the next business day
after the day of despatch, unless the transmission report
indicates a faulty or incomplete transmission or, within
the relevant business day, the authorised recipient
informs the sender that the facsimile or e-mail message
was received in an incomplete or illegible form; or
c) if sent by prepaid first class post, 48 hours from the time
of posting.
For the avoidance of doubt and for the purpose of this clause
Error! Reference source not found., a “business day” will
mean any day excluding Saturday, Sunday and public holidays.
15. Governing Law
15.1 These Terms shall be construed in accordance with the laws
of England and Wales and all disputes, claims or proceedings
between the parties relating to the validity, construction or
performance of these Terms shall be subject to the exclusive
jurisdiction of the courts of England and Wales.
USA Tech Recruitment Inc
8 The Green Ste. B, in the City of Dover Country of Kent Zip Code 19901
T. +1 (0)9292 245 356
Client Signature :
Print Name :
Date :
For and on behalf of [Client Company Name]
Employment Agency Signature :
Print Name :
Date :
For and on behalf of USA Tech Recruitment, Inc