Standard Terms of Business for Introducing Candidates for Permanent Employment
These terms of business apply in relation to any employment agency services provided by Goodman Masson Limited a company incorporated in England and Wales (company number 02769447) whose registered office is at 4th floor, 120 Aldersgate Street, London, EC1A 4JQ (“Goodman Masson”) from time to time to any client (the "Client").
It is agreed as follows:
1. Definitions and interpretation
1.1 In this Agreement, unless the context otherwise requires, the following definitions shall apply:
"Associated Client" means any company in the Client's Group or any other company that the Client may be affiliated, associated or connected with any way.
"Agreement" means this agreement between Goodman Masson and you comprising the terms set out in this document;
"Business Day" means any day (other than Saturday or Sunday) on which clearing banks are open for business in London;
"Candidate" means a person in respect of whom, or in respect of whose skills or services, information is provided;
(a) by Goodman Masson to the Client; or
(b) by another Candidate (the “First Candidate”) to the Client within 12 months of the later of that First Candidate’s interview with the Client or Engagement with the Client, and who is not himself a Candidate and who is known to the First Candidate either through personal dealings or business dealings (this type of Candidate being referred to as an “Associated Candidate”);
"Candidate Request" means what Goodman Masson reasonably deems to be the Client's instruction, request or confirmation to search for a Candidate for a particular position;
"Client's Group" means the Client, any body corporate of which the Client is a subsidiary (as defined in section 1159 of the Companies Act 2006), any other subsidiary of such body corporate and any subsidiary of the Client;
"Data Protection Laws" means the Data Protection Act 1998, any applicable statutory or regulatory provisions and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data;
"Engagement" means any direct or indirect engagement (temporary or permanent), employment or use of a Candidate by the Client, Client's Group or Third Party and “Engage”, and “Engaged” shall have corresponding meanings;
"Engagement Date" means the date on which the Candidate begins an Engagement at the Client;
"Expenses" means any agreed expenses to be paid by the Client;
"Introduction Fee" means the Relevant Fee Percentage of the Engaged Candidate’s Remuneration.
"Force Majeure" means any cause identified or capable of being identified as preventing any party to this Agreement from performing any or all of its obligations arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the party so affected;
"Introduction" means the earlier of the following events:
(a) Goodman Masson supplying to the Client, orally or in writing, any information sufficient to identify a Candidate or
(b) the Client interviewing the Candidate in person or otherwise
unless in the case of either (a) or (b) (as the case may be) within 72 hours (excluding weekends and bank holidays) of delivery to the Client of that information or within 72 hours of the Client's first interview of the Candidate, the Client notifies Goodman Masson in good faith and with supporting evidence that Goodman Masson reasonably considers to be sufficient, that the Candidate is already known to it in the context of being available and interested in the relevant vacancy. 'Introduce', 'Introduces' and 'Introduced' shall be construed accordingly;
"Losses" means any demand, contribution, claim, action, proceeding, liability, loss, damage, costs, expenses, tax, national insurance contributions (to the extent permitted by law) and charges and any related penalties, fines or interest whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred (including without limitation all losses, liabilities and costs incurred as a result of defending or settling any claims);
“Re-engage” means during an Engagement, or following the termination of a Candidate’s Engagement for a fixed term period (for any reason whatsoever), the Client Engages the Candidate in any position for a further fixed term period. ‘Re-engaged’ and ‘Re-engages’ shall be construed accordingly;
Regulations means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 as amended;
Relevant Fee Percentage as set out in Schedule 1;
Relevant Rebate Percentage as set out in Schedule 2;
Role(s) means the duties, responsibilities, experience, qualifications and skills that a Candidate will be expected to fulfil;
Remuneration means all payments, bonuses, commission, profit sharing, London weighting allowance, where a motor vehicle is provided, this will constitute a payment to the value of £5,000, benefits in kind and any other payment arising from the Engagement and whether payable to the Candidate or to a third party (including, without limitation, a limited company connected with the Candidate) in respect of or referable to the first year of the Engagement, or which would (subject to clause 4.3) have been paid if the Engagement had continued for a year.
Third Party means any third party to whom the Client provides information concerning a Candidate following an Introduction.
1.2 Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of this Agreement) and all subordinate legislation made (before or after this Agreement) under it from time to time.
1.3 Where the context permits, words denoting:
(a) persons shall include bodies corporate and unincorporated associations of persons;
(b) the singular includes the plural and vice versa; and
(c) one gender shall include any gender.
2.1 In the event of any conflict between this Agreement and any other terms and conditions, this Agreement shall prevail unless expressly agreed otherwise in writing by a director of Goodman Masson.
2.2 This Agreement supersedes all previous terms and conditions of business in respect of the subject matter of this Agreement whether written, oral or implied.
2.3 A Client will be deemed to have accepted the terms of this Agreement by issuing a Candidate Request to Goodman Masson, by downloading a Candidate's CV, by interviewing (whether in person, by telephone, by video link or by using any other media, including without limitation social media), engaging or continuing to Engage a Candidate, or by passing any information about a Candidate to any third party following an Introduction.
2.4 These terms shall apply to any Client who directly or indirectly Engages any Candidate introduced on a temporary or permanent basis (save where such Engagement is via Goodman Masson in circumstances where Goodman Masson's terms of business as an employment business and/or otherwise as a contractual intermediary apply).
3. Recruitment obligations
3.1 Save in respect of the authority given under this Agreement the Client has no authority to enter into any contract directly with the Candidate on Goodman Masson's behalf.
3.2 The Client will notify Goodman Masson in writing immediately if at any time during this Agreement or for a period of up to 3 months following an Introduction the Client becomes aware or has reason to believe that a Candidate is not suitable for an Engagement.
4. Introduction Fee
4.1 The Introduction Fee is the Relevant Fee Percentage of the Engaged Candidate’s Remuneration. The Relevant Fee Percentage in respect of a particular Candidate shall be the Relevant Fee Percentage set out in Schedule 1 or such other Relevant Fee Percentage as may from time to time be notified in writing to the Client provided that such notification occurs prior to the relevant Introduction.
4.2 The Client shall pay Goodman Masson the Introduction Fee when a Candidate accepts an Engagement with the Client or an Associated Client within twelve months of the most recent event constituting an Introduction (made directly or indirectly via Goodman Masson). The Introduction Fee is still payable if a Candidate is Engaged in a position other than the one originally intended. No charge for work-finding services is made to the Candidate.
4.3 Where an Engagement is agreed in advance to be for a fixed period of 12 months or less Goodman Masson may, as a concession in its sole discretion, accept that (for the purposes of calculating the Relevant Fee Percentage) the Remuneration shall be calculated as the actual amount agreed to be paid for the fixed period provided that:
(a) the Client notifies Goodman Masson in writing prior to the Engagement Date of the fixed term period and the full amount payable for that period;
(b) prior to the commencement of the Engagement, Goodman Masson has accepted in writing that the Relevant Fee Percentage will be calculated on the basis of the fixed period and not on an annualised basis;
(c) the Client pays the concessionary sum within 7 days of the date of Goodman Masson's invoice; and
(d) the Introduction Fee payable in such circumstances shall be as set out in paragraph (b) of Schedule 1.
4.4 Notwithstanding clause 4.3, Goodman Masson shall in its sole discretion be entitled to charge a further Introduction Fee when a candidate is Re-engaged by the Client or an Associated Client within a 6 month period. The Client agrees to notify Goodman Masson in writing before it or an Associated Client Re-engages a Candidate.
4.5 Candidates Introduced by Goodman Masson may have teams reporting to them or working with them in their current employment. Where the Client or Associated Client also Engages a member of the Candidate’s team as an Associated Candidate, Goodman Masson will be entitled to (in its sole and reasonable discretion) charge an Introduction Fee.
4.6 The Introduction Fee and any other fees are subject to VAT where applicable.
5. Payment of Fees
5.1 The Client shall immediately notify and confirm the Remuneration (or, to the extent it consists of elements as yet unknown, minimum Remuneration and additional anticipated Remuneration) to Goodman Masson on the Engagement of a Candidate following a successful Introduction of a Candidate by Goodman Masson to the Client.
5.2 Following the notification of an Engagement of a Candidate to the Client, Goodman Masson shall issue to the Client an invoice detailing the Introduction Fee payable by the Client to Goodman Masson pursuant to clause 4 above.
5.3 The Client shall pay the Introduction Fee to Goodman Masson within seven days of the date of the Introduction Fee invoice. If the Introduction Fee is not paid to Goodman Masson within this period, Goodman Masson shall be entitled to charge interest on any amounts which remain outstanding at the rate of 0.5% of the original amounts each full week until the account is settled.
5.4 To the extent the Remuneration for the relevant period of the Engagement is or will be, in the reasonable opinion of Goodman Masson, materially greater than the sum notified in clause 5.1, Goodman Masson shall at any time be entitled to charge an additional Introduction Fee in respect of the difference.
6. Suitability and References
6.1 In accordance with the requirements of the Regulations, Goodman Masson will not supply a Candidate to the Client, such that an Engagement starts without first obtaining confirmation of their identity, that they are willing to work in the Role in which the Client wishes to Engage them and that they have the experience, training, qualifications and any authorisation which the Client considers necessary for the Role or which are required by law or any professional body.
6.2 The information which Goodman Masson has obtained under clause 6.1 above will be provided to the Client as soon as possible, being not later than required by law.
6.3 Goodman Masson will not supply a Candidate to the Client such that an Engagement starts unless it has taken all reasonably practicable steps to ensure that the Client and the Candidate are aware of any requirements imposed by law or any professional body which must be satisfied to enable the Candidate to work in the Role. Goodman Masson will also make such enquiries as are reasonably practicable to ensure that it would not be detrimental to the interests of either party for the Candidate to work in the Role.
6.4 To enable Goodman Masson to comply with its obligations under the Regulations, the Client shall provide Goodman Masson with sufficient information to enable it to select a suitable Candidate for the Role which must include the date on which the Client requires the Candidate to commence work and (if the Engagement is for a fixed period) the likely duration; the nature of the work, the location, hours and any risks to health and safety known to the Client and the steps taken to control such risks; details of the experience, training, qualifications and any authorisations which the Client considers necessary, or which are required by law or any professional body for the Candidate to possess to work in the Role; details of any Expenses payable.
6.5 The Client will also inform Goodman Masson of the minimum rate of Remuneration and (if greater) expected Remuneration and other benefits for the Role, the intervals of pay and the notice required to terminate the Engagement.
6.6 Notwithstanding the above, the Client must satisfy itself as to the suitability of the Candidate and the Client shall take up such references provided to the Client by Goodman Masson or the Candidate before engaging the Candidate. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement for medical examinations and/or any investigations into the medical history of the Candidate and satisfying any medical or other requirements, qualifications or permission required by law applicable to the Engagement.
6.7 In accordance with Regulation 22 of the Regulations, where required, Goodman Masson will take all reasonably practicable steps to obtain copies of any relevant qualifications or authorisations and two references from persons not related to the Candidate who have agreed that the references they provide may be disclosed to the Client. In accordance with Regulation 22 of the Regulations, where required, Goodman Masson shall offer to provide copies of such information to the Client and if it is unable to obtain any of the above information then it shall inform the Client of the steps it has taken to obtain it.
6.8 The Client shall inform Goodman Masson if a Role will include or may include working with, or caring for persons under the age of eighteen and/or a Role which involves caring for or attending any person who by reason of age, infirmity, or any other circumstances is in need of care or attention. If the Role will or may include that, the Client shall provide such information and cooperation as Goodman Masson shall reasonably require to enable Goodman Masson to comply with the requirements of Regulation 22 of the Regulations.
6.9 The obligations of Goodman Masson under clause 6 shall not apply in respect of Associated Candidates save to the extent the Client has notified Goodman Masson as soon as possible after it begins considering any such Associated Candidate and before Engaging the Associate Candidate.
7. Rebate Entitlement
7.1 If the Candidate’s Engagement comes to an end within ten working weeks from the Engagement Date, Goodman Masson will pay the Relevant Rebate Percentage within 28 days of being requested to do so or provide a credit note to the Client for the value of the Relevant Rebate Percentage (to be decided at Goodman Masson's sole discretion) provided the following conditions are met:
(a) the Client has given Goodman Masson written notice of the termination of the Engagement within 7 days of that termination;
(b) the Client has fully paid the Introduction Fee in accordance with clauses 4 and 5;
(c) the Candidate’s Engagement is not terminated by reason of redundancy or re-organisation or change in strategy of the Client or third party or in circumstances which would, in the reasonable opinion of Goodman Masson, constitute grounds for redundancy or unfair dismissal had the relevant qualifying period elapsed since the Engagement date;
(d) the Candidate did not leave the Engagement because he/she reasonably believed that the nature of the actual work was substantially different from the information the Client provided prior to the Candidate’s acceptance of the Engagement;
(e) the Candidate did not leave the Engagement as a result of unlawful discrimination or any other unlawful act against the Candidate; and
(f) the Client has in good faith allowed Goodman Masson exclusivity to Introduce a suitable replacement Candidate for the same position and Goodman Masson has not, within 28 days of the Client's notification to Goodman Masson been able to make an Introduction of a suitable Candidate provided that Goodman Masson shall act in good faith and notify the Client as soon as possible if it does not consider it has any reasonable prospect of finding a suitable replacement Candidate
7.2 If within twelve calendar months of the termination of the Engagement the Candidate is re-Engaged by the Client (other than as a temporary worker provided by Goodman Masson) then an Introduction Fee as calculated in clause 4.1 above is payable by the Client to Goodman Masson.
7.3 Where the Engagement is terminated with notice the Engagement will be deemed (for the purposes of clause 7.1) terminated on the final date of the notice period (including where a payment has been made in lieu of notice), and not (if different) the date when notice is given.
7.4 Where the Client is provided with a credit note in accordance with clause 7.1 above, this credit note shall be valid for a period of 1 year from the date of its issue.
8. Availability of Goodman Masson Candidates
8.1 Goodman Masson shall use all reasonable endeavours to Introduce suitable Candidates but does not guarantee that a Candidate is available to accept any Engagement
9. Introduction of a Goodman Masson Candidate to a Third Party
9.1 The Introduction of a Candidate by Goodman Masson to the Client is confidential. The Client must not supply or provide any information that relates to or helps identify a Candidate to any other person, school, firm or company (a 'Third Party Introduction'). If following a Third Party Introduction, the Candidate is Engaged in a permanent or temporary position within nine months of the last act constituting an Introduction by Goodman Masson to the Client, the Client shall pay to Goodman Masson the Introduction Fee in accordance with clause 4 for the Engagement as if the Client itself had Engaged the Candidate. In these circumstances, the rebate entitlement in clause 7 of these conditions shall not apply.
10. Liability and indemnity
10.1 The Client will indemnify and hold Goodman Masson harmless on a continuing basis for any Losses incurred by Goodman Masson as a result of its breach of this Agreement or arising from its negligent or deliberate acts, defaults or omissions.
10.2 Under no circumstances is Goodman Masson liable for any Losses incurred by the Client or any other entity from the Introduction or subsequent Engagement of a Candidate save for death or personal injury caused by Goodman Masson's own negligence.
10.3 Where a Candidate is Engaged the Client acknowledges that Goodman Masson is not required to check whether the solicitation of or contact with or Introduction of or Engagement of a Candidate (including for the avoidance of doubt, any Associated Candidate) might cause any Candidate, Associated Candidate or the Client to be in breach of any restrictive covenant or other related obligation owed to any current or ex-employer of the relevant Candidate (including for the avoidance of doubt, any Associated Candidate) and under no circumstances is Goodman Masson liable for any Losses or claims incurred by the Client or any other entity from any solicitation of, contact with, Introduction of or subsequent Engagement of a Candidate (including for the avoidance of doubt, any Associated Candidate) save for death or personal injury caused by Goodman Masson’s own negligence.
10.4 The Client acknowledges that by entering into this Agreement it has not relied on any representations, warranties or other assurances made by Goodman Masson other than those expressly set out in this Agreement, provided that nothing in this clause shall operate to limit or exclude any liability for fraudulent misrepresentation.
11. Confidentiality and data protection
11.1 All information contained within this Agreement and any Candidate Request shall remain confidential and the Client shall not divulge it to any third party, save for its own employees and professional advisers on a need to know basis or as may be required by law. The Client will keep any information associated with an Introduction confidential and not use it for any purpose other than specified by us to the Client at the time the information was requested.
11.2 The Client warrants and undertakes that, in relation to any Candidate information Goodman Masson sends to the Client and generally in relation to this Agreement, it shall comply strictly with all requirements of the Data Protection Act Laws.
12.1 Goodman Masson is committed to equal opportunities and expects the Client to comply with all anti-discrimination legislation as regards the selection and treatment of Candidates.
12.2 For the purpose of the Regulations, Goodman Masson is acting as an Employment Agency in relation to supplies under these terms and conditions.
12.3 Time is of the essence for all times, dates and periods specified in this Agreement.
12.4 Where applicable value added tax will be added to the Introduction Fee. Remuneration in foreign currency will be calculated at the Bank of England Sterling exchange rate applicable on the date of our invoice.
12.5 None of the provisions of this Agreement is intended to be for the benefit of, or enforceable by third parties (other than permitted assignees of either party who shall be entitled to enforce the provisions of this Agreement as if original parties to it) and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.
12.6 Any notice under this Agreement shall be in writing and sent to the addressee at the last known address, fax number or electronic mail address either, respectively, by first class post, or by fax or by electronic mail, and shall be deemed to have been received, in the case of post on the postal date following the date of posting and in the cases of fax and electronic mail on the date of transmission.
12.7 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and arrangements (if any) whether written, oral or implied between Goodman Masson and the Client relating to the Introduction of Candidates. Unless otherwise agreed in writing by an authorised signatory of Goodman Masson, this Agreement prevails over any other terms of business or purchase orders the Client puts forward.
12.8 No amendment to this Agreement is effective unless agreed in writing and signed by a signatory authorised to enter into such agreements by Goodman Masson and the Client. If such an amendment necessitates any change to the agreement between the Client and any Candidate, the Client will ensure that these amendments are made in accordance with the Regulations.
12.9 If any provision or any part of this Agreement is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law:
(a) such provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected;
(b) to the extent permitted by law, the provision severed under Clause 12.9(a), shall be replaced with a provision which is of similar effect but which is not illegal or unenforceable.
12.10 This Agreement shall be governed by and construed in all respects in accordance with English law and in the event of any dispute regarding this Agreement the English Courts shall have exclusive jurisdiction.
Pursuant to clause 2.3 above, no signatures are required to enforce the validity of this agreement.
Relevant Fee Percentage means the percentage of the Engaged Candidate’s (or Engaged Associated Candidate’s) Remuneration which is payable by the Client to Goodman Masson following the Engagement of a Candidate, to be calculated as follows:
(a) In relation to any Engagement other than pursuant to clause 4.3:
20% on Remuneration up to £20,000
25% on Remuneration above £20,000 and up to £45,000
30% on Remuneration above £45,000.
(b) In relation to Engagement pursuant to clause 4.3 (i.e. any Engagement agreed to be shorter than 12 months and otherwise satisfying the requirements of clause 4.3):
30% on Remuneration up to £45,000
35% on Remuneration above £45,000.
For the avoidance of doubt where clause 4.3 applies, the Relevant Fee Percentage will be applied to Remuneration expected to be earned or (if greater) actually earned in the actual Engagement period (i.e. not as a percentage of annualised Remuneration) provided that the Introduction Fee under clause 4.3 shall be calculated on the basis that the Engagement is for a minimum period of 3 months.
Relevant Rebate Percentage means the percentage of the Introduction Fee to be rebated to the Client where a Candidate's Engagement is terminated within 10 working weeks, calculated as follows:
Introduction Fee percentage to be rebated
Week in which employment ends
1- if Engagement ends during the first week, 90% will be rebated
2- if Engagement ends during the second week 80% will be rebated
3- if Engagement ends during the third week 70% will be rebated
4- if Engagement ends during the fourth week 60% will be rebated
5- if Engagement ends during the fifth week 50% will be rebated
6- if Engagement ends during the sixth week 40% will be rebated
7- if Engagement ends during the seventh week 30% will be rebated
8- if Engagement ends during the eighth week 20% will be rebated
9- if Engagement ends during the ninth week 10% will be rebated
10 or later- if Engagement ends during the tenth week or later 0% will be rebated