CLIENT TERMS OF ENGAGEMENT
DEFINITIONS AND INTERPRETATION
In these Terms the following definitions and rules of interpretation apply:
CP means any Communication Professional Introduced to the Client as service provider by cSeeker for the purpose of the Engagement whether employed, self employed or providing their services through a personal service company.
Charge means the daily or hourly rate charged to the Client by cSeeker which is calculated according to the number of days or hours (as applicable) worked by the CP and comprises of the cSeeker’s fee.
Client means any person, company, firm or corporate body together with any subsidiary or holding company as defined in section 1159 of the Companies Act 2006 and any associated company who:
- approaches cSeeker with a view to Engaging an CP; or
- to whom an CP is supplied by cSeeker.
Confidential Information means information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of either party being confidential to either party including, without limitation, technical data and know-how relating to the business of either party or any of their suppliers, customers, agents, distributors, shareholders, management or business contracts, including (but not limited to) information that either party creates, develops, receives or obtains in connection with the Engagement, whether or not such information (if in anything other than oral form) is marked confidential or is required to be disclosed by law.
Engagement means an agreement by the Client to request the services for a Temporary Assignment following an Introduction (as defined below) from cSeeker pursuant to the terms of this agreement.
Expenses mean any agreed expenses to be paid by the Client to the cSeeker.
Introduce or Introduction means the provision of information to the Client by cSeeker or the CP which identifies the CP and leads to the Client engaging the CP either directly or through cSeeker (Engagement).
cSeeker means cSeeker Limited (company registration number 08924049) whose registered office is at India House 3rd Floor, 88-90 John Bright Street, Birmingham, B1 1BN.
Recruitment Services means the search for CPs for a Requirement that the Client has notified to cSeeker and Introduction of them to the Client by cSeeker for the purpose of an Engagement for a Temporary Assignment.
Requirement means a request from the Client in any form for an Introduction by cSeeker.
Temporary Assignment means an Engagement agreed between cSeeker and the Client where the CP is Engaged and paid by cSeeker under contracts for service to carry out work for or on behalf of the Client.
Terms means the terms set out herein, which comprise the agreement between cSeeker and the Client.
- The headings in these Terms of Business are inserted for convenience only and shall not affect its construction.
- A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
ACCEPTANCE OF TERMS OF BUSINESS
- When supplying a CP for a Temporary Assignment the CP has entered into a contract for services with cSeeker.
- The Client shall be deemed to have accepted and agreed to these Terms of Business when any of the following events occur:
- the Client requests cSeeker Introduces a CP for any requirement or position, otherwise known as Recruitment Services; or
- the Client, or a third party acting on the Client’s behalf, interviews or approaches a CP; or
- the Client Introduces a CP to any third party; or
- the Client Engages a CP in any capacity; or
- CP begins work for the Client in any capacity; or
- cSeeker provides any of the Recruitment Services to the Client.
OBLIGATIONS OF CSEEKER
- cSeeker shall use its reasonable endeavours to find and Introduce CPs to the Client suitable to carry out work of such nature as the Client shall notify to cSeeker and arrange Temporary Assignments with the CPs.
- cSeeker does not represent, warrant or undertake:
- to find a suitable CP for each vacancy notified to it by the Client; or
- that each CP Introduced to the Client is suitable for the Client’s purposes.
OBLIGATIONS OF THE CLIENT
- The Client shall specify its exact requirements by providing full details of the work for which the CP is required and, in particular, by notifying cSeeker when placing the order of:
- any special skills required for such work;
- any special health and safety matters about which cSeeker is obliged to inform the CP; and
- any requirements imposed by law or by any professional body which must be satisfied if the CP is to fill the Temporary Assignment.
- The Client shall notify cSeeker immediately on the occurrence of the first of the following events:
- the Client makes an offer of Engagement to the CP;
- an CP accepts an offer of Engagement from the Client; or
- the commencement of an Engagement by a CP.
- The Client undertakes not to employ or seek to employ any CP. If any CP nevertheless accepts employment within 6 months of a Temporary Assignment , cSeeker reserves the right to charge the Client a fee as if that CP had been Introduced to the Client by cSeeker for employment purposes. Such fee shall be based upon 20% of the annual salary offered to the CP.
- The Client shall:
- not allow any CP to undertake any work other than that which has been notified to cSeeker by the Client in placing the order for that CP in accordance with these Terms of Business;
- verify at the beginning of the Temporary Assignment that the CP is suitable for the purposes for which he/she is required and that the CP has the capability to carry out the duties required. If no confirmation is received within 1 hour of the Temporary Assignment commencing, it shall be assumed that the CP is acceptable and suitable for the purposes as required;
- be responsible for obtaining any work and other permits needed and for ensuring that the CP satisfies any medical requirements or other qualifications that may be appropriate or required by law;
- comply with all obligations, duties and regulations, whether statutory or otherwise including those relating to the place, nature or system of work, in any way arising from or directly or indirectly connected with the services rendered by an CP;
- without prejudice to any other condition of these Terms, supply to cSeeker such information as cSeeker may reasonably require from time to time in relation to the Temporary Assignment, ensure such information is true and accurate at the time it is given, and promptly inform cSeeker of any updates to such information.
- The Client acknowledges and agrees that:
- the Client has control of the CP whilst in attendance on a Temporary Assignment.
- CPs supplied by cSeeker are engaged under contracts for services and are not the employees of cSeeker;
- CPs supplied by cSeeker are deemed to be under the supervision, direction and control of the Client from the time when they report to the Client to take up their duties until their Temporary Assignment ends;
- the Client is responsible for all acts, errors and omissions, whether wilful, negligent or otherwise, as if the CP was the Client’s employee;
- the Client is responsible for the health and safety of the CP during the Engagement;
- the Client shall maintain adequate employer’s and public liability insurance cover for the CP during all Temporary Assignments;
- if the Client reasonably considers the CP to be unsatisfactory, it shall immediately make a complaint to cSeeker by telephone and confirm it in writing within one day of the finding, but shall not have the right to withhold from cSeeker payment of any Charges due.
- The Client agrees to indemnify cSeeker and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by cSeeker, or for which cSeeker may become liable, with respect to any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) arising out of or in connection with the Engagement of the CP.
- The Client shall at all times treat all CPs with due respect and dignity and in particular must take all steps within its control to avoid any illegal discriminatory conduct against them.
- The Client confirms that it is not aware of anything which will cause a detriment to the interests of the CP or the Client in any Temporary Assignment.
- The Client shall inform cSeeker immediately if it becomes aware of any circumstances which would render any Temporary Assignment detrimental to the interests of the CP or cSeeker.
- When an CP is providing its services through a personal service company, cSeeker hereby gives the Client notice that both the CP and personal service company have served a Valid Opt Out on cSeeker in accordance with the provisions of regulation 32(9) of the Regulations. This notice is reversed if cSeeker informs the Client otherwise in writing.
- To the extent the Agency Worker Regulations 2010 (AWR) apply to the CP Engaged on a Temporary Assignment, it shall be the responsibility of the Client to ensure that:
- the CP benefits from the same basic working and employment conditions (as further defined by Regulation 5 of the AWR) as the CP would be entitled to had such CP been recruited directly by the Client;
- the Client complies with all its obligations under the AWR;
- the Client will not do anything to cause cSeeker to be in breach of its obligations under the AWR.
WORKSHEETS AND RECORDS
- The Client shall pay cSeeker the Charges for the work and services performed by the CP during the days of a normal working week.
- cSeeker shall notify the Client of the Charges to be applied at the commencement of the Temporary Assignment.
- The Client acknowledges and agrees that the Charges may be subject to change and any such change shall be notified to the Client in writing.
- cSeeker shall provide the CP with worksheets on which are recorded the completed hours worked by the CP.
- At the end of each Temporary Assignment the Client shall sign the worksheet for each CP verifying the number of hours worked by that CP in respect of the Temporary Assignment.
- The Client’s signature of the work sheet shall be confirmation of the number of hours worked. If the Client does not sign the work sheet because it disputes the number of hours claimed, the Client shall inform cSeeker as soon as reasonably practicable and shall co-operate fully and promptly with cSeeker to establish what hours, if any, were worked by the CP. Any failure by the Client to sign the time sheet shall not absolve the Client’s obligation to pay the Charges in respect of the hours worked by the CP.
- Receipt of a work sheet signed by the Client shall be deemed conclusive evidence that the Client:
- is satisfied with the work done by the CP;
- agrees to and accepts these Terms; and
- agrees to pay the Fees in full and without dispute or deduction.
- The Client shall not be entitled to decline to sign a work sheet on the grounds that it is dissatisfied with the CP’s work. In cases of unsatisfactory work, the Client should apply the provisions of clause 7.
- cSeeker shall invoice the Client upon receipt of the CP’s work sheet and all invoices shall be paid by the Client in accordance with these Terms of Business.
- An authorised signatory of the Client must approve all Expenses before they are incurred and the Client may pay any Expenses direct to the CP.
- cSeeker assumes no responsibility for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to the CP as appropriate.
- Under no circumstances shall the Client discuss with the CP the Charges paid to cSeeker.
- The Client undertakes to properly supervise the CP to ensure that the CP works to the standards that the Client expects. If the Client reasonably considers that the services of the CP are unsatisfactory, the Client shall:
- notify cSeeker immediately and provide cSeeker in writing with a clear account of the issues and the Client shall be entitled to terminate the Temporary Assignment by directing cSeeker to remove the CP; or
- where the Client has attempted to notify cSeeker but is unable to do so, by instructing the CP to leave the Temporary Assignment immediately, provided always that the Client immediately provides cSeeker in writing with a clear account of the reasons for the termination.
- cSeeker shall notify the Client immediately if it receives or otherwise obtains information which gives cSeeker reasonable grounds to believe that the CP supplied is unsuitable for the Temporary Assignment and shall be entitled to terminate the Temporary Assignment forthwith without prior notice and without liability. Notwithstanding, the Client shall remain liable for all Charges incurred prior to termination of the Temporary Assignment.
- In the event that cSeeker Introduces a suitable replacement CP to the Client the Engagement will be deemed to have started on the date the new CP first commences the Temporary Assignment.
- The Client may cancel a Temporary Assignment at any time. However, a fee will be charged as follows:
|Number of days before Services date that notification is received:||Cancellation charge as % of total cost for Services:|
|● More than 15 days||● Full payment refunded|
|● 8 to 14 days||● 50%|
|● Less than 7 days||● 100%|
- Please note that some separate charges, such as insurance and credit/charge card charges, are non-refundable.
- To cancel a Temporary Assignment the Client must e-mail us at firstname.lastname@example.org. Your Temporary Assignment shall only be deemed cancelled once you receive an email from cSeeker confirming such cancellation.
- If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date we confirm receipt.
- cSeeker have the right, at its sole discretion, to refuse to confirm any reservation for a Temporary Assignment. Where cSeeker have indicated that it will not accept a booking from the Client, cSeeker reserves the right at its sole discretion to cancel any booking made. It will be at cSeeker’s discretion whether any refund will be made to the Client,
- The Agreement may be terminated at any time by either party upon the provision of 28 days notice to the other party, unless otherwise agreed between the parties in writing.
- The Client shall notify cSeeker immediately and without delay and in any event within normal working hours if the CP fails to attend or notifies the Client that the CP is unable to attend for any reason.
- The Client may terminate the agreement made under these Terms immediately if the Client, acting reasonably and in good faith:
- finds the CP to be negligent, inefficient, or technically unsuitable; or
- finds the CP to have committed an act of misconduct which makes it unacceptable for them to continue using the CP, provided always that the Client provides written evidence to cSeeker.
- cSeeker may terminate the agreement made under these Terms immediately on giving notice in writing to the Client if:
- the Client commits any breach of these Terms and (in the case of a breach capable of being remedied) shall have failed to remedy the breach within 14 days after receiving a written notice of the breach requiring the breach to be remedied within such period; or
- the Client becomes insolvent, is unable to pay its debts, ceases to trade, has a receiver appointed over the whole or any part of its assets, has an administrator appointed, enters into any composition with creditors generally, is wound up or any step is taken towards any of these events; or
- if, in the sole opinion of cSeeker, the Client’s financial condition is such that cSeeker reasonably believes that Client may not be able to meet its continuing obligations under these Terms.
- If the Client:
- Engages an CP Introduced by cSeeker other than through supply by cSeeker; or
effectively Introduces any CP to any third party, whether directly or indirectly, and that Introduction results in an Engagement of the CP by that third party, the Client shall: immediately notify the Engagement to cSeeker; and pay to cSeeker a Transfer Fee unless the Engagement occurs more than 6 months after:
- the termination of the Temporary Assignment under which the CP was supplied; or
(ii) the Introduction of the CP to the Client by cSeeker; or
(iii) the date of the CP’s last interview with the Client,
whichever is the later.
- All amounts stated are inclusive of VAT and any other applicable taxes, which will if applicable be charged in addition at the rate in force at the time the Client is required to make payment.
- The Client shall pay all invoices in cleared funds no later than 14 days after the date of its issue.
- Except as expressly agreed in writing by cSeeker, all amounts due to cSeeker shall be paid by the Client to cSeeker in full without any deduction or withholding (other than as required by law) and the Client shall not be entitled to claim set off or counterclaim against cSeeker in relation to the payment of the whole or part of such amount.
- If the Client does not make a payment by the date stated in an invoice or as otherwise provided for in these Terms of Business, then cSeeker shall be entitled:
- to charge interest on the outstanding amount at the rate of 8% a year above the base lending rate of Natwest Bank, accruing daily;
- to require the Client to pay, in advance, for any Recruitment Services, or any part of the Recruitment Services, which have not yet been performed;
- not to perform any further Recruitment Services, or any part of the Recruitment Services; and
- to withdraw without notice any CPs currently Engaged by the Client on Temporary Assignments.
- All Introductions are confidential. All work undertaken by cSeeker for the Client in respect of the Introduction of a CP to the Client shall be for the private and confidential use of the Client only and should not be reproduced in whole or in part or relied upon by third parties for any use whatsoever, without the express written authority of cSeeker.
- Each Party (‘Receiving Party’) shall keep the Confidential Information of the other Party (‘Disclosing Party’) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Disclosing Party for performing the Receiving Party’s obligations under these Terms. The Receiving Party shall inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this clause 10, and ensure that the Receiving Party’s officers, employees and agents meet those obligations.
- The obligations of clause 10 shall not apply to any information which:
- was known to or in the possession of the Receiving Party before it was provided to the Receiving Party by the Disclosing Party;
- is, or becomes, publicly available through no fault of the Receiving Party;
- is provided to the Receiving Party without restriction on disclosure by a third party who did not breach any confidentiality obligations by making such a disclosure;
- was developed by the Receiving Party, or on its behalf by a third party who had no direct access to, or use or knowledge of the confidential information supplied by the Disclosing Party; or
- is required to be disclosed by order of a court of competent jurisdiction.
- The obligations of confidentiality set out in this clause 10 shall survive termination of the agreement made under these Terms.
- While cSeeker shall make reasonable efforts to ensure reasonable standards of skills, integrity and reliability in CPs and to comply with the Requirement, the Client accepts and agrees that cSeeker gives no warranty as to the suitability of any CP for any Temporary Assignment.
- cSeeker confirms that, in supplying any CP to the Client, it is not aware of anything which will cause any detriment to the interests of that CP or the Client if the CP fulfils the Temporary Assignment.
- Neither cSeeker nor any of its staff shall be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with the Introduction or supply of an CP to the Client or with any failure by cSeeker to Introduce or supply an CP for all or part of any period booked by the Client (except that in the latter case the Client may be entitled to a reduction or cancellation of the Introduction Fee payable). In particular, but without limiting the generality of the foregoing, cSeeker shall not be liable for any loss, injury, damage, expense or delay arising from or in any way connected with:
- any failure of the CP to meet the Client’s requirements for all or any of the purposes for which the CP is required by the Client; or
- any act or omission of an CP, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; or
- any loss, injury, damage, expense or delay suffered by an CP.
- Except in the case of death or personal injury caused by cSeeker’s negligence, the total liability of cSeeker under or in connection with the agreement made under these Terms whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever shall not exceed the total Charges paid or due to be paid by the Client (as applicable) to cSeeker under the agreement made under these Terms. cSeeker shall not be liable for any matter not reported to it within 7 days of its occurrence.
- cSeeker shall not be liable to the Client in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the Client of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.
- The Client shall indemnify and hold harmless cSeeker from and against all Claims and Losses arising from loss, damage, liability, injury to cSeeker, its employees and third parties, by reason of or arising out of:
- any loss, injury, expense or delay suffered or incurred by a CP, however caused;
- any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a CP, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;
- any loss, injury or delay suffered or incurred by cSeeker as a result of any act or omission of the Client; or
- any loss, injury or delay suffered or incurred by cSeeker as a result of the Client’s failure to comply with the AWR, or its obligations set out in clause 4.13, that arises directly or indirectly out of or is in any way connected with the relevant Temporary Assignment, any information supplied by the Client to cSeeker or the Client’s breach of these Terms of Business. ‘Claims’ shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and ‘Losses’ shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.
- The Client warrants that it shall process any personal data supplied by cSeeker in connection with a CP only in connection with an Engagement or potential Engagement and that it shall comply with the provisions of the Data Protection Act 1998 in relation to the processing of such data.
- The Client agrees to indemnify and keep indemnified and defend at its own expense cSeeker against all costs, claims, damage or expenses incurred by cSeeker or which cSeeker may become liable due to the failure of the Client to comply with its obligations in accordance with clause 12.1.
- All notices in connection with the agreement under these Terms shall be in writing, addressed to the recipient at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, fax or e-mail. Notices shall be deemed to have been received: if delivered personally, when left at the address referred to above; if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second working day after posting; or, if sent by fax or e-mail, one working day after transmission. This clause 13.1 shall not apply to the service of any proceedings or other documents in any legal action.
- No Amendments. Unless otherwise agreed in writing by a director of cSeeker, these Terms shall prevail over any other terms of business or purchase conditions put forward by the Client. No variation or alteration of these Terms shall be valid unless approved in writing by a director of cSeeker.
- Assignment and Sub-Contracting. The Client shall not without the prior written consent of cSeeker, assign, transfer, sub-contract, mortgage, charge or deal in any other manner with the agreement made under these Terms or any of its rights and obligations under or arising out of the agreement, or purport to do any of the same.
- Entire Agreement. The agreement made under these Terms constitutes the whole agreement between the parties and supersedes all previous agreements, representations or understandings, whether written or oral, between the parties relating to its subject matter. Each party acknowledges that, in entering into the agreement made under these Terms, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Terms.
- Force Majeure. Neither Party shall have any liability under or be deemed to be in breach of these Terms for any delays or failures in performance of these Terms which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either Party may terminate the agreement made under these Terms by written notice to the other Party.
- No failure or delay by cSeeker in exercising any right, power or privilege under these Terms shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights and remedies provided by law.
- Relationship of the Parties. The agreement made under these Terms shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in these Terms. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
- If any provision of these Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provisions of these Terms, and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms.
- Contracts (Rights of Third Parties) Act 1999. For the purposes of the Contracts (Rights of Third Parties) Act 1999 the agreement made under these Terms is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
- Governing Law and Jurisdiction. The agreement made under these Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the agreement made under these Terms or its subject matter or formation (including non-contractual disputes or claims).
Last Update: 22 July 2016