THOMAS GRAY CONTINGENCY TERMS – 17.5%
Overview:
We offer a contingency recruitment service for roles at all levels, although more senior roles are often suitable for our Search & Selection service.
Upon receipt of your instructions, we will endeavour to identify and introduce Candidates who are potentially suitable for the role and who have asked to be submitted for such role.
We will provide all reasonable support in obtaining CVs and supporting information, arranging interviews, sharing feedback between the parties, presenting an offer to your chosen Candidate and staying in close contact with the successful Candidate until commencement of their appointment.
Our Fees:
We charge a fee of 17.5% of the Candidate’s remuneration, which is invoiced on commencement of the Candidate’s appointment and due for payment within 14 days.
Free Replacement:
If the Candidate’s appointment terminates within 3 months of its commencement, we will endeavour to source and introduce a suitable replacement candidate without charge, subject to the provisions set out in our Terms of Business.
Our Obligations to You:
We will:
▪ endeavour to identify and introduce potentially suitable Candidates
▪ ensure that all Candidates have been briefed about the role and wish to be submitted for consideration
▪ make any follow-up enquiries with Candidates about their skills and experience
▪ assist you in arranging interviews
▪ obtain and pass on post-interview feedback to both parties
▪ keep in close contact with both parties throughout the recruitment process
Your Obligations to Us:
You will:
▪ provide us with sufficient information about the role to allow us to identify potentially suitable Candidates
▪ make the decision as to whether a Candidate is suitable for your requirements
▪ notify us without delay if you are already in discussions with a Candidate who we have introduced
▪ notify us when an offer of interview or appointment is made to any Candidate
▪ notify us when an offer of appointment is accepted by a Candidate and inform us of the agreed remuneration
▪ pay our fees within the specified payment terms
▪ treat all introductions as being strictly confidential and not provide a Candidate’s information to any third party without our prior consent.
TERMS OF BUSINESS – INTRODUCTION OF CANDIDATES
- DEFINITIONS & INTERPRETATION
1.1. In these Terms of Business (Terms) the following definitions apply:
Appointment Fee means the fee payable by the Client to TGL upon the Engagement of a Candidate or Employee;
Candidate means a person who is Introduced by the Company to the Client;
Client means the person, firm, company or business to which the Candidate is Introduced including, where applicable, any holding, subsidiary or associated company which may Engage the Candidate;
Conduct Regulations means the Conduct of Employment Agencies and Employment Businesses Regulations 2003;
Engagement means the engagement, employment, hire or use of the Candidate by the Client on any basis whatsoever, whether directly or through any third party. Engage, Engaged and Engages shall be interpreted accordingly;
Fixed Term Contract means an Engagement for a fixed period of less than 12 months;
Introduction has the meaning set out in clause 3.3 and Introduce, Introduces and Introduced shall be interpreted accordingly;
Introduction Period means the 12 month period from the most recent Introduction of a Candidate;
Payment Terms means 14 days from the date of TGL’s invoice;
Replacement Candidate means a Candidate who is Introduced by TGL in the circumstances set out in clause 5;
Replacement Period means the 3 month period from commencement of the Candidate’s Engagement;
Remuneration means the gross annualised basic salary or charges payable to or in respect of the Candidate in respect of the Engagement or Third Party Engagement;
TGL means Thomas Gray Limited (Registered in England & Wales No. 07839720) whose registered office is at Crest House, 53 Station Road, Egham, Surrey
Third Party Engagement means the engagement of a Candidate by a party other than the Client following a Third Party Introduction; and Third Party Introduction means the disclosure by the Client of a Candidate’s details to a third party following an Introduction.
1.2. Unless the context requires otherwise, references to the singular include the plural.
1.3. A person includes a natural person, firm, corporate or unincorporated body (whether or not having a separate legal personality).
1.4. A reference to a party means either TGL or the Client and a reference to parties means both TGL and the Client.
1.5. Any phrase introduced by the words including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those words.
1.6. Any reference to legislation includes any amendment or re-enactment of such legislation from time to time and any secondary legislation which may be made pursuant to such legislation.
1.7. The headings in these Terms are for convenience only and do not affect their interpretation.
- THE CONTRACT
2.1. These Terms form the entire agreement between TGL and the Client for the Introduction of Candidates and prevail over any terms or conditions of purchase proposed or issued by the Client unless otherwise agreed in writing by a director of TGL.
2.2. Where the Client has not signed these Terms to indicate acceptance, these Terms shall be deemed to have been accepted where the Client, having received a copy of these Terms, instructs TGL to Introduce Candidates, makes further enquiries about a Candidate who has been Introduced, interviews or meets with a Candidate who has been Introduced by TGL or makes a Third Party Introduction, whichever occurs first.
2.3. No variation to these Terms shall be valid unless such variation is agreed in writing by a director of TGL.
2.4. The Client shall not rely on any statement, promise or representation made or given by or on behalf of TGL which is not set out in these Terms.
2.5. TGL shall act as an employment agency within the meaning of the Employment Agencies Act 1973 when providing recruitment services under these Terms.
- INTRODUCTIONS & OFFERS
3.1. TGL shall use reasonable endeavours to Introduce a Candidate who meets the criteria specified by the Client under clause 6.1, where applicable, but shall not be under any obligation to introduce a Candidate.
3.2. TGL may advertise the position which the Client is seeking to fill in any print or digital format which TGL may consider appropriate, unless the Client notifies TGL in writing that TGL may not advertise such position or otherwise specifies the information about the position which may not be advertised.
3.3. An Introduction shall take place when:
3.3.1. TGL provides a CV or other information to the Client which expressly or impliedly identifies a Candidate; Thomas Gray Limited is a limited company registered in England and Wales.
3.3.2. TGL arranges an interview or meeting between the Client and a Candidate whether face to face, by telephone or by web/video
conference; or
3.3.3. The parties conduct any negotiations or discussions in respect of the potential Engagement of a specific Candidate.
3.4. An Introduction by TGL shall be deemed to be the effective cause of any Engagement of the Candidate within the Introduction Period, irrespective of whether the Candidate is Engaged in the position for which the Candidate was Introduced, unless all three of the following conditions apply:
3.4.1. The Client had, in the 12-month period prior to TGL’s initial Introduction, been in active discussions with the Candidate, directly or through another employment agency, with a view to Engaging the Candidate;
3.4.2. The Client provides reasonable evidence of such prior active discussions within five working days of TGL initially Introducing the
Candidate; and
3.4.3. The Client has not arranged to interview the Candidate through TGL or instructed TGL to facilitate the Engagement of the Candidate.
3.5. The Client must:
3.5.1. Notify TGL without delay of any offer of an Engagement which it wishes to make to a Candidate and provide the relevant terms of
such offer;
3.5.2. Notify TGL without delay upon the acceptance of an offer of Engagement by a Candidate; and
3.5.3. Provide details to TGL of the Remuneration agreed with the Candidate and, if requested by TGL, a copy of the proposed contract of employment.
- APPOINTMENT FEE
4.1. Where TGL’s Introduction is deemed to be the effective cause of the Candidate’s Engagement pursuant to clause 3.4, the Client will pay an Appointment Fee to TGL in respect of each Candidate who is Engaged by the Client.
4.2. The Appointment Fee payable to TGL by the Client in respect of an Engagement shall be a sum equivalent to 17.5% of the Remuneration.
4.3. If the precise Remuneration is not known, if it is impracticable to calculate the Remuneration or the Client fails to provide details of the Remuneration to TGL, TGL will charge an Appointment Fee based on the Remuneration which, in TGL’s reasonable opinion, is the typical market rate for the Engagement.
4.4. TGL shall issue an invoice for the Appointment Fee on the first day of the Engagement or as soon as reasonably practicable thereafter.
VAT shall be charged at the standard rate on TGL’s invoices.
4.5. The Client shall settle TGL’s invoice within the Payment Terms and time for payment shall be of the essence.
4.6. If the Client does not pay TGL’s invoice within the Payment Terms, TGL may:
4.6.1. Charge late payment compensation on such invoice in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
4.6.2. Charge contractual interest at the rate of 8% per annum above the base rate of the Bank of England from the due date until the date of payment;
4.6.3. Submit a further invoice in accordance with clause 4.9 where applicable; and
4.6.4. Refer the collection of such payment to its legal representatives and, in such circumstances, the Client shall be liable for all costs, fees (including legal fees), charges and disbursements incurred by TGL in recovering payment from the Client.
4.7. The Client shall not be entitled to a refund of the Appointment Fee or any other charges made by TGL under these Terms.
4.8. Where the Candidate is Engaged under a Fixed Term Contract, the Appointment Fee shall be charged on a pro-rata basis. If such Fixed Term Contract is extended, or if the Client Engages the Candidate on a permanent basis within 12 months of the termination of a Fixed Term Contract, the Client shall pay the balance of the full Appointment Fee to TGL.
4.9. Any discount or reduction in the Appointment Fee which is agreed between the parties is contingent upon (i) the Client complying with clause
3.5 in all respects and (ii) the Client paying TGL’s invoice within the Payment Terms.
4.10. If the Client makes a Third-Party Introduction which results in a Third-Party Engagement within the Introduction Period, the Client shall be liable to pay an Appointment Fee which shall be calculated in accordance with clause 4.2.
- REPLACEMENT GUARANTEE
5.1. If the Engagement terminates within the Replacement Period, TGL shall endeavour to Introduce a Replacement Candidate without charge
for the identical position, provided that:
5.1.1. The Client paid the Appointment Fee within the Payment Terms;
5.1.2. The Client notified TGL in writing within 5 working days of the termination of the Engagement, giving the reasons for such termination;
5.1.3. The Client complied with clause 3.5 when Engaging the Candidate;
5.1.4. The Candidate has not been made redundant or dismissed as a result of any business reorganisation or restructure;
5.1.5. The Engagement was not a Fixed Term Contract;
5.1.6. TGL shall not be liable to the Client if TGL is unable to Introduce an acceptable Replacement Candidate; and
5.1.7. TGL shall have no further obligations under this clause 5 if the Client sources a replacement candidate by any other means or decides not to replace the Candidate. Thomas Gray Limited is a limited company registered in England and Wales.
5.2. For the purposes of calculating the Client’s entitlement to a Replacement Candidate under this clause 5, the date on which the Engagement.
terminated shall be deemed to be the date on which the Candidate’s notice period ended or would have ended but for any payment in lieu of notice which was made by the Client.
5.3. If the Client Engages a Replacement Candidate and subsequently re-engages the original Candidate within 12 months, the Client shall be liable to pay an Appointment Fee in respect of the Replacement Candidate, which shall be calculated in accordance with clause 4.
- CANDIDATE CHECKS
6.1. The Client shall provide to TGL all such information as TGL shall reasonably require regarding the position which the Client is seeking to fill including, without limitation, the information specified in Regulation 18 of the Conduct Regulations.
6.2. TGL shall endeavour to ensure that Candidates Introduced to the Client are suitable to work in the position which the Client is seeking to fill by taking reasonably practicable steps to:
6.2.1. Ensure that it would not be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the relevant position;
6.2.2. Ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body for the Candidate to work in the relevant position; and
6.2.3. Confirm that the Candidate is willing to work in the relevant position.
6.3. Notwithstanding TGL’s obligations under clause 6.2, the Client shall exclusively determine whether to Engage a Candidate and the Client must therefore take such steps and carry out such checks as are necessary to ensure that the Candidate is suitable for the relevant position.
- CONFIDENTIALITY & DATA PROTECTION
7.1. The Client must use any information supplied by TGL regarding a Candidate solely for the purpose of conducting the recruitment process and must not:
7.1.1. Disclose any such information to any third party prior to making an offer of Engagement without the express written consent of TGL;
7.1.2. Contact the Candidate’s current employer for a reference until the Candidate has formally accepted an offer of Engagement;
7.1.3. Export any personal data regarding the Candidate outside of the European Economic Area without the express consent of the
Candidate; or
7.1.4. Use such information for any other purpose without the express consent of the Candidate.
- LIABILITY & INDEMNITY
8.1. Whilst TGL will use reasonable endeavours to ensure that any Candidate Introduced to the Client meets the requirements specified by the Client under clause 6.1, if applicable, TGL gives no warranty, whether express or implied, as to the ability, integrity or character of the Candidate.
8.2. TGL shall not be liable to the Client for any indirect or consequential losses or for any loss of profit, loss of business or loss of reputation howsoever arising.
8.3. Subject to clause 8.4, the aggregate liability of TGL to the Client in respect of any claim arising out of or in connection with the performance or non-performance of these Terms and whether in contract, tort (including negligence) or otherwise, is limited to the Appointment Fee paid by the Client to TGL in respect of the Engagement in relation to which such claim arises or, if there was no Engagement or if the claim does not relate to a specific Engagement, the sum of £5,000.
8.4. TGL does not exclude liability for death or personal injury arising from its own negligence, for fraud or fraudulent misrepresentation or for any other claim which may not be limited or excluded by law.
8.5. Save as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are excluded from these Terms to the fullest extent permitted by law.
8.6. Any claim which the Client may bring against TGL in connection with these Terms must be commenced within 12 months of the date on which the Client becomes aware or should reasonably have become aware of such claim.
8.7. The Client shall indemnify TGL against all losses, damages, costs, claims (whether actual or threatened) and fees (including legal fees) suffered or incurred by TGL as a result of the Client’s breach of contract, negligence (or any other tortious act), breach of statutory duty or otherwise.
- GENERAL PROVISIONS
9.1. The Client shall not assign any of its rights or obligations under these Terms without the written consent of TGL.
9.2. The parties do not intend these Terms to be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.
9.3. The Client shall not deduct or set off against any sum due to TGL under these Terms, any sum which is owed or which the Client alleges or claims is owed by TGL to the Client, whether under these Terms or under any other agreement between TGL and the Client.
9.4. If any part of these Terms is determined by any competent authority to be unenforceable to any extent, such part shall, to that extent, be severed from these Terms, which shall continue to be valid to the extent permitted by law.
9.5. No failure or delay by a party in exercising any right or remedy under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Thomas Gray Limited is a limited company registered in England and Wales.
9.6. Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of their obligations under these Terms if such delay or failure result from events, circumstances or causes beyond their reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations.
9.7. These Terms shall be interpreted in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any dispute or claim arising in relation to the construction, interpretation or performance of these Terms.
