Common use of Principal Terms Clause in Contracts

Principal Terms. application and capacity 1. These Terms of Business, which are subject to the definitions in Section 2, apply to all dealings between you and us relating to our supply of personnel or any other services referred to herein. We operate as an Employment Business (as referred to in the Regulations) unless specified otherwise. 2. We agree as follows: (a) to use our reasonable endeavours to locate Candidates for you, in accordance with your Requirements, and to provide Additional Services if agreed from time to time (b) to supply Candidates to you on Assignment for your Requirement, and to advise you of the terms of each Assignment which may be set out in a written Assignment confirmation (c) if the Candidate we supply proves wholly unsuitable for your purposes within 1 working day of commencement of the Assignment and you notify us within that period of the unsuitability of the Candidate, we shall either allow the Waiver Sum against an invoice issued to you or issue an invoice net of the Waiver Sum (d) to invoice you (i) for the Fee at the times agreed in the Assignment, or (ii) in the case of a Transfer Fee at any time after we become aware of the transfer but any delay in issue shall not affect our entitlement to payment in any event (e) in our contract with the Candidate, which shall be a contract for services unless we inform you otherwise, we shall procure that the Candidate agrees (i) to perform the work required under an Assignment in good faith, and with due care and skill, and that the Candidate will not perform any work during the Period of Supply for any third party which is in conflict with your interests (ii) where appropriate not to make use of your confidential information in terms similar to those set out in clause 9(b) (iii) upon termination of the Assignment to deliver up to either you or an End User any documents and other materials of yours or the End User’s held by the Candidate. 3. You agree to accept our services and you acknowledge and agree the following: (a) the Regulations require us to provide specific information to each Candidate in relation to any Requirement; accordingly to enable us to comply with our obligations you must (i) upon issuing a Requirement or as soon as possible thereafter provide the Requirement Information to us together with answers to any additional questions that we may raise, and (ii) prior to an Assignment notify us of any additional information that may affect the information already provided or which may be relevant to the decision of a Candidate to accept work proposed in the Requirement (b) in order to achieve a satisfactory outcome, you shall check that the Candidate is suitable for your purposes and that you are satisfied with the information and confirmations we have provided to you, regardless of our statutory obligations, and you agree in particular (i) regardless of any references or information that we may provide, to take up your own references for the Candidate and verify the curriculum vitae supplied, and (ii) to ensure that the Candidate has any necessary permit or authority to work for you and comply with asylum and immigration requirements relevant to an employer, and (iii) to explain your requirements to the Candidate promptly on commencement if you have not already done so (c) you shall ensure that the Information provided under clause 3(a) is full and accurate and that you provide us with up to date Information should there be a change to the Information previously provided (d) by reason of your acceptance of clauses 3(a) to (c) we shall not be liable for any loss or damage arising out of a representation, including any mistake or misrepresentation, made by us in good faith that may have induced you to accept an Assignment, or for any breach of contract, negligence or tort of the Candidate (e) from 1st October 2011 to comply with the provisions of Appendix A. 4. You also agree (a) to keep us promptly informed of your intentions in relation to an Engagement of a Candidate throughout the Fee Period following our Introduction, or where we have supplied the Candidate on an Assignment, following the Assignment and during the Transfer Period. Note - we are entitled to our Fee for an Introduction or transfer regardless of the role or tasks to be performed or undertaken by the Candidate (b) if you have previous knowledge of a Candidate prior to a first Introduction by us you must notify us in writing within 3 business days of the Introduction together with supporting documentary evidence. In the absence of such notification such Engagement shall be deemed to have resulted from and effectively be caused by our Introduction and you waive the right to rely on such previous knowledge as a reason for non payment of any Fee and our entitlement to a Fee shall not be affected by any fee you pay to a third party relating to the same Candidate; it is your sole responsibility for checking whether a Candidate has been previously introduced by another party (c) if you are using any Social Media for the purposes of recruitment of persons to fill positions that you have asked us to fill as a Requirement you agree to promptly inform us, and for the avoidance of doubt where we have Introduced a Candidate your decision to Engage the Candidate based on or resulting from the use of Social Media shall not disentitle us to our Fee (d) if you Engage a Candidate within the Fee Period, an Assignment (other than through supply by us) or Transfer Period you shall within 7 days of our written request provide to us information to enable us to identify the Remuneration and term of the Engagement including details of any renewal or extension of an Engagement or of any new Engagement relating to a Candidate (e) unless you have notified us otherwise prior to the commencement of an Assignment, you warrant that there are no circumstances relevant to the work, or any aspect of an Assignment, which may result in the Candidate suffering a detriment of any kind (f) the date of an Engagement shall in all cases be the earlier of the date of an agreement to Engage or the date of commencement of any services under an Engagement. 5. In relation to fees and remuneration the following shall apply: (a) wherever there is an Engagement or Additional Service you shall pay the Fee in accordance with the Payment Terms without any deduction, set off or counterclaim (b) you agree to promptly repay any monies not properly due to you (c) Remuneration shall be calculated on an annualised basis. If you have not informed us of the full projected sum within 14 days of enquiry from us, or by any later date we raise an invoice, Remuneration shall be deemed to be an amount calculated on the basis of the higher of either the rate payable under the last previous Assignment, or where there has been no such previous Assignment, the highest amount or rate indicated by either you or us as payable for the services sought by you at the time of the Introduction of the relevant Candidate, or the highest amount achievable in the market place for a person of similar experience to work in the position that has been filled, such amount to be determined by us and based upon appropriate evidence. 6. As an ongoing obligation throughout an Assignment you agree to (a) be responsible for the health and safety of the Candidate as if the Candidate were a worker directly engaged by you, and, without limiting that responsibility in any way, you shall (i) undertake risk assessments of the activities required to be undertaken by the Candidate and notify the Candidate and us immediately of any specific or potential hazards relating to the Assignment and the precautions that the Candidate should take relating to that risk (ii) not allow the Candidate to undertake any work that is hazardous without first undertaking the assessment and providing the notification referred to in clause 6(a)(i) and ensuring that the work complies with all health and safety procedures and requirements relevant to that work (iii) ensure that any equipment or vehicles provided by you for the use of the Candidate are in good order, suitable, safe and compliant with all relevant regulations and safety requirements (iv) maintain adequate insurances including but not limited to, Employer’s and Public Liability Insurance which provides cover for Candidates supplied by us (b) notify us as soon as possible in writing if you are not satisfied with a Candidate, giving details of your reasons for that dissatisfaction, and in this event you must allow us at least 2 working days to find and supply a suitable replacement (c) ensure that the Candidate is aware of regulations applicable to external contractors (d) be solely responsible for providing reasonable directions and instructions to the Candidate as to the work to be undertaken and for supervising and monitoring performance and compliance with such instructions by the Candidate, but without conflicting with clause 6(f), and you shall provide such instructions and suitable facilities to the Candidate as are necessary to enable the services of the Candidate to be provided