TERMS OF BUSINESS FOR THE INTRODUCTION OF PERMANENT OR CONTRACT STAFF (DIRECT ENGAGEMENT BY THE CLIENT)

1. DEFINITIONS

In these Terms of Business (“Terms”), the following definitions apply:

Agency means Nter Talent Limited of c/o Montacs, International House, Kingsfield Court, Chester Business Centre, Chester, CH4 9RF.

Candidate means any individual introduced by the Agency to the Client for an Engagement, including any officer, employee or representative where the Candidate operates through a corporate entity, and includes members of the Agency’s own staff.

Client means the person, firm or corporate body, including any associated or subsidiary company, to whom a Candidate is introduced.

Engagement means the employment, engagement or use of a Candidate by the Client or any third party on any basis, whether permanent, temporary, contract, consultancy, freelance or via a limited company, and “Engage”, “Engaged” and “Engages” shall be interpreted accordingly.

Introduction means the provision of Candidate details or CV information to the Client, or the arrangement of an interview, which leads directly or indirectly to an Engagement.

Introduction Fee means the fee payable by the Client to the Agency when an Engagement results from an Introduction.

Remuneration means all gross earnings and benefits payable to the Candidate, including salary or fees, bonuses, commission, allowances, inducements, benefits in kind and any other financial or non-financial reward.

Cancellation Fee means the fee payable if the Client withdraws an offer of Engagement after it has been made.

Replacement Candidate means a substitute Candidate introduced by the Agency under the replacement provisions set out in these Terms.

References to the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation.

2. THE CONTRACT

These Terms form the entire agreement between the Agency and the Client for recruitment services. They are deemed accepted upon the earlier of an Introduction, an Engagement, or the Client passing Candidate details to any third party.

These Terms prevail over any terms proposed by the Client unless otherwise agreed in writing by a director of the Agency.

No variation shall be valid unless agreed in writing and signed by both parties.

The Agency operates as an employment agency within the meaning of the Employment Agencies Act 1973.

The Agency may assign or transfer its rights and obligations under these Terms.

3. NOTIFICATION AND FEES

The Client agrees to promptly notify the Agency of:

• any offer of Engagement made to a Candidate
• acceptance of that offer
• the agreed Remuneration and start date

The Introduction Fee becomes payable when a Candidate accepts an offer of Engagement and must be paid within 21 days of invoice.

Unless otherwise agreed in writing, the Introduction Fee shall be 25% of the Candidate’s Remuneration during the first 12 months of Engagement, subject to a minimum fee of £2,000. Where equity forms part of the package, a notional £3,000 will be added to the calculation.

For retained or search assignments, fees may be invoiced in staged instalments as agreed in advance.

Where an Engagement is for a fixed term of three months or more, the fee will be calculated on a pro-rata basis. If the term is extended or the Candidate is re-engaged within six months, further fees become payable accordingly.

If a Candidate is Engaged within six months of the Introduction, or following withdrawal or rejection of an offer, the full Introduction Fee remains payable.

All fees are exclusive of VAT. Interest may be charged on late payments in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

If the Client withdraws an offer after it has been made, the full Introduction Fee shall remain payable.

4. REPLACEMENTS

If an Engagement terminates within an agreed replacement period (excluding redundancy), the Agency will use reasonable endeavours to provide one Replacement Candidate at no additional fee.

This is conditional upon:

• full payment of the original Introduction Fee
• written notification within seven days of termination
• the Agency being given a reasonable and exclusive opportunity to source the replacement

No refund of fees shall be payable and only one replacement per Engagement is provided.

If the original Candidate is re-engaged within six months, the full Introduction Fee becomes payable again.

5. INTRODUCTIONS TO THIRD PARTIES

All Introductions are confidential. If the Client shares Candidate details with a third party and that party Engages the Candidate within six months, this will constitute an Introduction by the Agency and the Introduction Fee will be payable in full.

6. SUITABILITY AND CLIENT RESPONSIBILITIES

The Agency will take reasonable steps to verify a Candidate’s identity, qualifications, experience and right to work, and will provide relevant information obtained.

The Client remains solely responsible for satisfying itself as to suitability and for:

• obtaining references
• verifying right to work
• arranging medical checks where required
• ensuring legal or professional compliance

The Client shall provide the Agency with accurate details of the role, responsibilities, remuneration, working conditions, risks and required qualifications.

7. SPECIAL SITUATIONS

Where law or regulation requires additional safeguarding or compliance checks, the Agency will take reasonable steps to obtain appropriate documentation and references. If this is not possible, the Client will be informed.

8. CONFIDENTIALITY AND DATA PROTECTION

All Candidate information is confidential and supplied solely for recruitment purposes. The Client must comply with all applicable data protection legislation, including GDPR, and must not disclose such information to third parties without consent.

Confidential business information relating to the Agency must also be kept confidential.

9. LIABILITY

The Agency shall not be liable for any loss, damage, delay or expense arising from any Introduction or Engagement, except where liability cannot legally be excluded, including death or personal injury caused by negligence.

The Client is responsible for all decisions to Engage a Candidate.

10. NOTICES

Notices must be in writing and may be delivered by hand, post or email to the last notified address. Notices are deemed received when delivered, 48 hours after posting, or upon transmission by email.

11. SEVERABILITY

If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

12. GOVERNING LAW AND JURISDICTION

These Terms are governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.