TERMS AND CONDITIONS OF BUSINESS OF IMPALA SEARCH LIMITED
1. DEFINITIONS - The following expressions shall have the following meanings:
1.1. “Agent” means Impala Search Ltd a company registered in England and Wales under number 11565895 whose registered office is 23 Lawrence Court,
Adenmore Road, London SE64EA
1.2. “Client” means any person who purchases Services from the Agent;
1.3. “Applicant” means any person introduced to the Client by the Agent for an Engagement unless such person was already in touch with Client for an engagement.
1.4. “Engagement” means the employment or use of the Applicant by the Client, or any third party to whom the Client has introduced the Applicant, on a permanent or short-term basis under any form of contract or relevant agreement;
1.5. “Services” means seeking and/or putting forward an Applicant for consideration by, or otherwise introducing that person to the Client in relation to actual or possible vacancies, whether directly on a permanent or temporary employment basis or on a contract worker or other contract for services basis. This includes supplying any CV or other details about qualifications, skills or experience of such an Applicant, or arranging a meeting, call or interview between such Applicant and Client.
1.6. “Terms and Conditions” means the terms and conditions of supply of Services as set out in this document and any subsequent terms and conditions agreed in writing by the Agent;
1.7. “Agreement” means the contract between the Agent and the Client for the provision of the Services incorporating these Terms and Conditions;
2. GENERAL
2.1. These Terms and Conditions shall apply to the Agreement for the supply of Services by the Agent to the Client and shall supersede any other documentation or communication between parties.
2.2. Any variation to these Terms and Conditions must be agreed in writing by the Agent.
2.3. Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Agent may be entitled in relation to the Services, by virtue of any statute, law or regulation.
3. SERVICES
3.1. Any variation to the Services must be agreed by the Agent in writing.
3.2. Time for commencement shall not be of the essence of the Agreement and the Agent shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the Services.
4. PRICE AND PAYMENT
4.1. The default price for Services is 25% of the candidate’s first-year remuneration and is exclusive of VAT and any other charges as outlined in that document. VAT will be charged on the fee where applicable.
4.2. The fee payable to Impala Search Ltd by the Client for an introduction resulting in engagement is calculated in accordance with the fee structure applicable during the first 12 months of the engagement. VAT will be charged on the fee if applicable.
4.3. If the fees paid relate to a short-term placement of an Applicant who then becomes engaged on a long-term placement with the Client within 12 months from the date of the initial introduction the Client shall pay the difference between the placement fees at the time of the change in status.
4.4. Impala Search Ltd will invoice the Client for payment of the fees when the Applicant has signed the contract of employment to the Client. The Client must pay the fees within 21 days of the date of our invoice. All payments must be made in euros unless otherwise agreed in writing between us.
4.5. If applicable, Impala Search Ltd will invoice the Client for payment of the engagement fee upon the start of the search.
4.6. If the Client engages with an Applicant on a contract / freelance basis, Impala Search Ltd charge the Client a fee of 25% mark up of the Applicants monthly charge to the Client based on their monthly timesheet.
4.7. Impala Search Ltd will invoice the Client for payment of the fees when the Applicant has submitted their monthly timesheet. The Client must pay the fees within 21 days of the date of our invoice. All payments must be made in euros unless otherwise agreed in writing between us.
4.8. If, after an offer of engagement has been made to the Applicant, the Client decides for any reason to withdraw it the Client shall be liable to pay Impala Search Ltd a fee of 10% of the fee owed to the Agent.
4.9. The Client must settle all payments for Services within 21 days from the invoice date.
4.10. The Client will pay interest on all late payments at a rate of 5% per annum above the base lending rate of the European Central Bank.
4.11. The Agent is also entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any payment due to the Agent is late.
4.12. The Client is not entitled to withhold any monies due to the Agent unless the payment is formerly disputed.
4.13. The Agent is entitled to vary the price to take account of:
4.13.1. any additional Services requested by the Client.
4.13.2. and any variation must be intimated to the Client in writing by the Agent.
5. CLIENT OBLIGATIONS
5.1. The Client agrees to cooperate with the Agent as may be required.
5.2. The Client shall provide full details to the Agent as to the type of Applicant required and the precise nature of the work the Applicant shall be involved in.
5.3. The Client shall notify the Agent immediately on Engagement of any Applicant introduced by the Agent.
5.4. The Client agrees to pay the appropriate fee as described in Section 4.1 on the placement of a requested Applicant.
5.5. If the Client or a member of the Client’s staff or any acquaintance or associate of the Client, passes on an introduction to any other person or persons within twelve months of the Applicant’s introduction to the Client by the Agent, resulting
in the Engagement of the Applicant, the Client shall be liable for payment of the appropriate fee in accordance with the fees described in Section 4.1.
5.6. The Client is responsible for complying with all legal obligations connected with the Engagement of the Applicant including providing a suitable contract of employment.
5.7. The Client is responsible for any deductions of Income Tax, National Insurance or other charges from the Applicant.
5.8. The Client is responsible for obtaining any medical certificates, work permits or other approvals for the Applicant prior to the commencement of employment.
6. AGENT OBLIGATIONS
6.1. The Agent shall supply the Services as specified in Section 1.5.
6.2. The Agent shall perform the Services with reasonable skill and care and to a reasonable standard and in accordance with recognised codes of practice and statutory obligations.
6.3. The Agent will take all reasonable steps to introduce Applicants who are of sound character, honest and reliable but cannot be held responsible for the conduct of Applicants at any time.
6.4. The Agent shall keep a copy of the employment contract between the Client and the Applicant on file, but no longer than one year.
6.5. The Agent shall obtain references from Applicants but the Client must take ultimate responsibility as to the suitability of an Applicant, including obtaining further references and medical information if required.
6.6. Once the Client hires an Applicant, the Agent shall not present additional opportunities to the Applicant.
7. REFUNDS
7.1. If an Applicant engaged in permanent employment by the Client does not remain in the Client’s employment for 12 weeks or has their employment terminated by the Client within 12 weeks of the initial date of employment, the Agent will provide a free replacement.
7.2. This will be if the following conditions are met:-
7.2.1. The Client notifies the Agent within 7 days of the Applicant’s termination;
7.2.2. The Client has paid the appropriate placement fee;
7.2.3. The Client has not changed any of the original requirements for the Applicant;
7.2.4. The Applicant did not resign due to unreasonable demands placed upon them by the Client;
7.2.5. The Client still intends to employ an Applicant immediately.
7.3. If the Client has not met the conditions as stated in Condition 7.2 of these Terms and Conditions they remain responsible for full payment of the initial placement fee.
8. TERMINATION
8.1. The Agreement shall continue until any date mutually agreed in writing by both parties or until terminated by either party in accordance with these Terms and Conditions.
8.2. The Client may terminate the Agreement with a four week notice period.
8.3. The Agent may terminate the Agreement if the Client has failed to make over any payment due within 8 weeks of the sum being requested.
8.4. Either party may terminate the Agreement immediately by notice in writing to the other if:
8.4.1. the other party commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
8.4.2. the other party commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances; or
8.4.3. the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
8.4.4. the other party ceases to carry on its business or substantially the whole of its business; or
8.4.5. the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
8.5. Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.
9. WARRANTY: Both parties warrant their authority to enter into this Agreement and have obtained all necessary approvals to do so.
10. LIMITATION OF LIABILITY
10.1. Nothing in these Terms and Conditions shall exclude or limit the liability of the Agent for death or personal injury, however the Agent shall not be liable for any direct loss or damage suffered by the Client or any third party howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the sum insured under the professional indemnity insurance policy held by the Agent in the insurance year in which the Client’s claim is first notified.
10.2. The Agent accepts no liability for any loss, damage, expense or compensation suffered or incurred of any nature by the Client, arising directly or indirectly from an act or omission by any Applicant introduced to the Client by the Agent.
11. INDEMNITY: The Client shall indemnify the Agent against all claims, costs and expenses which the Agent may incur and which arise directly or indirectly from the Client’s breach of any of its obligations under these Terms and Conditions.
12. FORCE MAJEURE: Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
13. ASSIGNMENT: The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Agent.
14. THIRD PARTY RIGHTS: Nothing in these Terms and Conditions intend to or confer any rights on a third party.
15. SEVERANCE: If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
16. OWNERSHIP OF APPLICANTS
16.1. Once an Introduction has been made by the Agent, the Agent will have ownership of the Applicant for a fixed period of twelve months from the date of the Client’s receipt of the Applicant’s CV or partner profile document.
16.2. The Agent will share accurate and factual feedback to the Applicant on the reasons the application is or is not being progressed.
17. WAIVER: The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.
18. NOTICES: Any notice to be given by either party to the other may be served by email, fax or personal service.
19. ENTIRE AGREEMENT: These Terms and Conditions supersede any previous agreements, arrangements, documents or other undertakings either written or oral.
20. GOVERNING LAW: These Terms and Conditions shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the England and Wales courts.