Client - user terms
Client User Terms
1. Scope of Agreement
These Terms and Conditions (the “Terms”) constitute the entire agreement between MyExpertPeople and the Client and shall govern all work between them. In the event of a conflict between these Terms and any other agreement, the former shall prevail.
2.1 In these Terms the following words and expressions shall have the following meanings:
"Actual Remuneration" means the total remuneration paid or agreed to be paid to an Candidate in respect of the first year of the Engagement which (so far as applicable) shall include the total gross amount of the following: basic salary, guaranteed profit share or bonus, housing and living allowances, relocation expenses, car allowance, one-off payments and the sum of £5,000 in respect of any car provided to the Candidate by the Client;
"Candidate" means any person introduced via MyExpertPeople to a client for Engagement;
"Client" means any person, firm or corporate body who utilises the services of MyExpertPeople and its Users or any company within the same group of companies or affiliated business;
“Commencement Date” means the date these Terms are accepted in accordance with clause 3.1;
“Engagement" refers to the employment of a Candidate by the Client in any capacity whatsoever including on a permanent basis or on a fixed term contract basis;
“Expert” means people who have who have specific industry knowledge and refer Candidates to Clients;
“Interview” any discussion between a Candidate and the Client regarding the potential Engagement of a Candidate by the Client whether by telephone, email or meeting;
"Introduction" means the submission of a Candidate to the Client by a MyExpertPeople User;
"MyExpertPeople” a recruitment network that enables authorised Users to introduce Candidates to Clients;
"Placement Fees" means the fees due to MyExpertPeople as set out in Clause 9 below;
“Services” referring Candidates for employment to the Client;
“Trusted Source” means people who have specific industry knowledge, and have pre-existing relationships Experts and Candidates;
“Users” means any person registered to use the MyExpertPeople service.
2.2 References in these Terms to the singular include the plural and vice versa. References in these Terms to a gender shall be construed as referring to any gender. The headings in these Terms are inserted for convenience only and shall not affect its construction. References in these Terms to a statute include any modification, amendment or re-enactment of that statute.
3. The Contract
3.1 These Terms are deemed to be accepted by the Client by virtue of its arranging an Interview with the Candidate or Engaging the Candidate without Interview following the Introduction of the Candidate.
3.2 In consideration for MyExpertPeople providing the Services, the Client shall pay the Placement Fees.
3.3 These Terms shall apply from the Commencement Date unless and until terminated in accordance with clause 12.
3.4 The Client acknowledges and agrees that:
3.4.1 by requesting MyExpertPeople to carry out an act on its behalf, the Client authorises MyExpertPeople to act on the Client’s behalf for that purpose;
3.4.2 by requesting MyExpertPeople to Introduce Candidates for a position, the Client authorises MyExpertPeople to actively source candidates that position.
4.1 MyExpertPeople will use reasonable endeavours to ensure the suitability of the Candidate but it does not take up references nor seek independent verification of the information supplied by a Candidate, Expert or Trusted Source. No warranty either express or implied is given by MyExpertPeople as to the suitability of the Candidate for the purposes of the Client or as to the accuracy of any references supplied or qualifications of the Candidate.
4.2 All information given by MyExpertPeople about a Candidate is given in good faith and in reliance on information given to MyExpertPeople by the Candidate and/or the Expert/Trusted Source. It shall be the responsibility of the Client to take such steps as are necessary to satisfy itself of the suitability of the Candidate and to verify the accuracy of the information supplied by or any statement made by the Candidate. The Client is strongly advised to take up any references provided by the Candidate before Engagement.
4.3 The Client shall be responsible for obtaining all work, security and other permits, verifying professional and academic qualifications, the arrangement of medical examinations and/or investigations into the medical history of the Candidate, and satisfying any medical and other requirements or qualifications required by law for the position, which the Candidate is sought.
4.4 The Client:
4.4.1 confirms that it is not aware of anything which will cause a detriment to the interests of the Candidate or the Client if it Engages that Candidate to fill a vacancy; and
4.4.2 will inform MyExpertPeople immediately if it becomes aware of any circumstances which would render such Engagement detrimental to the interests of the Candidate or the Client.
5.1 MyExpertPeople shall not be liable in contract, tort or otherwise for any loss, expense or damage suffered by the Client arising from or in any way connected with the Introduction or Engagement of an Candidate or from the failure of MyExpertPeople to introduce a Candidate or any prospective Candidate.
5.2 Notwithstanding the foregoing, nothing in these Terms shall operate to limit MyExpertPeople's liability for death or personal injury, which occurs as a result of MyExpertPeoples's negligence or that of its employees or Users.
6. Information required from the Client
6.1 When requesting MyExpertPeople to Introduce Candidates for a vacancy, the Client will provide to MyExpertPeople the following information:
6.1.1 the Client’s full corporate name, address and registered number, or (if it is not incorporated) its full business and trading name and address, and the nature of its business;
6.1.2 the nature of the vacancy, including the type of work involved, its location, the hours of work, the commencement date and the likely duration;
6.1.3 the experience, training, qualifications and any authorisations which are required by the Client, including any qualifications or authorisations required by law or any applicable professional body;
6.1.4 the minimum rate of remuneration, the intervals of payment and any other benefits;
6.1.5 the length of notice to which the Candidate would be entitled to receive or be required to give for termination of employment;
6.1.6 whether the Client intends to Engage the Candidate otherwise than as an employee on a contract of service.
7.1 The Client undertakes to keep confidential and shall procure that its officers, employees and agents and associated and affiliated companies shall at all times keep confidential, the Introduction of the Candidate to the Client, all personal information relating to a Candidate which is supplied to it by MyExpertPeople or a User. Such information is supplied for use by the Client solely in connection with assessing the suitability of the Candidate for an Engagement and the Client shall not be entitled to pass any such information to a third party, including an associated company.
7.2 The Client shall indemnify MyExpertPeople for any costs, claims, damages and expenses that MyExpertPeople may incur as a result of the Client failing to keep such information confidential.
8.1 The Client shall notify MyExpertPeople immediately on any offer of Engagement being made to a Candidate and also when this offer of Engagement has been accepted (whether verbally or in writing) and shall provide written details of the Candidate's Actual Remuneration to MyExpertPeople.
8.2 The Placement Fees shall be payable where an Engagement takes place at any time within 12 months from the date of the Introduction of the Candidate to the Client by MyExpertPeople. Should the Candidate be introduced to the Client on more than one occasion, the Placement Fees shall be payable where the Engagement takes place within 12 months of the last such Introduction.
8.3 The Client shall not have the right to assign the benefit of an Introduction made by MyExpertPeople and if a Client directly or indirectly, intentionally or otherwise refers an Candidate to a third party which results in an Engagement of the Candidate by that third party the Client shall be liable to pay the Placement Fees as if the Candidate had been engaged by the Client on the same terms as the Candidate has been engaged by the third party.
8.4 If a Candidate introduced by MyExpertPeople is rejected by the Client at any stage or a Candidate rejects an offer made by the Client and is subsequently employed by the Client in any capacity whatsoever within 12 months of rejection, including where an Candidate is reintroduced from another source, the Client shall be liable to pay the Placement Fees.
8.5 The Client shall be liable to pay the Placement Fees where an offer of Engagement has been made verbally or in writing by the Client and which is subsequently withdrawn by the Client after acceptance by the Candidate either verbally or in writing, or where the Client through its own actions discourages the Candidate from accepting the Engagement after an offer of Engagement has been made.
9. Placement Fees
9.1 In consideration of the Introductions provided via MyExpertPeople, the Client shall pay the Placement Fees as agreed between the Client and the Expert on the MyExpertPeople system when a Candidate is Introduced.
9.2 Percentage applies to first year’s Actual Remuneration payable to the Candidate, to be invoiced on start date.
9.3 Where the Candidate is engaged on a fixed term basis for a period of less than a year, the Fees shall be calculated on a pro rata basis subject to a minimum fee of £5,000.
9.4 All fees described in this clause are exclusive of VAT, which the Client shall be additionally liable to pay to MyExpertPeople at the prevailing rate.
9.5 Unless otherwise agreed by MyExpertPeople all Fees are calculated and payable in pounds sterling.
9.6 MyExpertPeople shall issue the Client with an invoice for the Placement Fees. The Client shall pay all Placement Fees due, not later than 14 days after the date of the invoice.
9.7 All payments shall be made in full without deduction in respect of any set-off or counterclaim.
9.8 If payment is not received by MyExpertPeople by the date it becomes due, MyExpertPeople reserves the right to charge interest on a daily accrual basis of 4% per annum above the base rate from time to time of Lloyds Bank plc on any sums due but not paid by the Client, from the date payment became due until the actual date of payment, without prejudice to any of its other rights. In addition the Client shall indemnify MyExpertPeople and reimburse it for all costs, losses, damages and expenses reasonably incurred by MyExpertPeople as a result of the Client’s delay or failure in payment and in the collection of such overdue payments.
9.9 If the Client passes on details of the Candidate to a third party and the services of the Candidate are retained by a third party in any capacity, in any role, the Client is immediately liable to MyExpertPeople for the full Placement Fees as set out in this clause (or any outstanding balance thereof).
9.10 If no initial Engagement results from the Introduction but the services of the Candidate are subsequently retained in any capacity, in any role by the Client within 12 months of the date of the last interview between the Candidate and the Client, the Client shall immediately be liable to MyExpertPeople for the full Placement Fees for this Engagement.
9.11 Failure to pay any Placement Fees due within the payment terms outlined in Clause 9 above will invalidate Clause 10.
10. Replacements and refunds
10.1 In the event of the Candidate leaving the Client's service within 28 days of their start date, MyExpertPeople will Introduce replacement Candidates at no additional Placement Fee.
10.2 If no suitable replacement Candidate can be found within one month of the first Candidate being Introduced, MyExpertPeople will refund 100% of the Placement Fee which it has received from the Client.
10.3 No rebate of the Placement Fee or replacement will be made if the Client terminates the Candidate’s contract without reasonable cause, or if the termination is due to redundancy.
11. Warranty and Indemnity
11.1 The Client will indemnify and hold harmless MyExpertPeople from and against all claims and losses arising from loss, damage, liability, injury to MyExpertPeople, its employees and third parties, by reason of or arising out of:
11.1.1 any loss, injury, expense or delay suffered or incurred by a Candidate, however caused, and/or
11.1.2 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 Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise, that arises directly or indirectly out of or in any way connected with arising out of or in any way connected with the Introduction, Engagement or use of a Candidate, the withdrawal by the Client of a vacancy, any information supplied by the Client to MyExpertPeople or the Client’s breach of these Terms.
11.2 The Client acknowledges that it will be acting as a data processor as defined in the Data Protection Act 1998 (the “Act”), in relation to Candidate data and warrants that it will comply with all obligations and requirements of a data processor as set out in the Act.
12.1 Either party may terminate these Terms at any time by giving 30 days written notice to the other.
12.2 MyExpertPeople may terminate these Terms immediately, upon written notice to the Client in the event that:
12.2.1 the Client is in material breach of these Terms and such breach (if remediable) is not remedied within 7 days from the date of notice requiring that party to remedy the same;
12.2.2 the Client becomes bankrupt or enters into liquidation, has a receiver, manager or administrator appointed over its assets or any part thereof, enters into any composition or arrangement with its creditors generally or are otherwise unable to pay its debts as they fall due or that party suspects that any of the above is the case; or
12.2.3 the Client ceases, or threatens to cease, to carry on business.
12.3 On termination of these Terms, the Client will pay for all Services provided up to the date of termination, and for all expenditure falling due for payment after the date of termination from commitments reasonably and necessarily incurred by MyExpertPeople for the performance of the Services before the date of termination.
13.1 These Terms contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into these Terms on the basis of any representation that is not expressly incorporated into these Terms. Nothing in these Terms excludes liability for fraud.
13.2 No variation or alteration of these Terms shall be valid unless agreed in writing by a director of MyExpertPeople.
13.3 These Terms are personal to the Parties and neither Party shall be entitled to assign or transfer or purport to assign or transfer any of its rights under these Terms and further shall not be entitled to sub-contract any of its obligations under these Terms without the prior written consent of the other Party.
13.4 These Terms will 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 will have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
13.5 Both parties agree that these Terms shall not be enforceable by a third party by virtue of the Contracts (Rights of Third Parties) Act 1999, and these Terms or any Agreement to which they are applicable can be rescinded or varied by written agreement between the parties without the consent of any such third party. For the purposes of this clause a third party means any person who is not a party to these Terms.
13.6 In the event that any of these Terms is determined invalid, unlawful or unenforceable to any extent, it shall be severed from the remainder of these Terms which shall continue to be valid to the fullest extent permitted by law.
13.7 Failure by either party to exercise or enforce any right conferred by these Terms shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or any other right on any other occasion.
13.8 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 that 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 exist for a continuous period of more than 6 months, either Party may terminate these Terms by written notice to the other Party.
13.9 Any notice to be given under these Terms must be in writing and sent by first class mail. MyExpertPeople’s address for service is Gainsborough House, Sheering Lower Road, Sawbridgeworth, England, CM21 9RG. The Client’s address for service shall be the address provided by the Client upon registering with MyExpertPeople.
13.10 These Terms shall be governed and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts for all purposes in connection with these Terms.