Terms of Agreement with Client: Exclusive Retained Assignment

The following Terms of Business (“Terms”) sets out the agreement between:

Hospitality People Group Ltd
Thomas House
84 Eccleston Square
London SW1V 1PX
(“the Company”)

and

any client who expressly acknowledges and accepts these terms by confirming acceptance of them in writing and signing a confirmation (including via a website, electronic signing tool or signed email attachment/scan) which refers specifically to these terms. (“the Client)

 

  1. The Terms set out in this Agreement (“Terms”) will apply to each assignment on behalf of the Client undertaken by the Company and to any of the positions that the Client may notify to the Company, from time to time, that it seeks to fill (“the position(s)”). The Company will operate as an employment agency within the meaning of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (“the Regulations”) in respect of each and every assignment on behalf of the Client. The Company shall be exclusively retained by the Client in respect of each of the positions notified to the Company by the Client from time to time pursuant to this Agreement.
  1. The Company will use reasonable endeavours to present Individuals to the Client who appear to the Company to be suitable for the position(s). The Company is authorised by the Client to conduct all appropriate searches to identify Individuals suitable for the position(s), to approach such Individuals to ascertain possible levels of interest, to confirm the suitability of interested Individual(s) and to present such Individuals (or details of the same) to the Client for consideration, and thereafter to negotiate and to ‘broker’ possible terms of engagement that the Client may be prepared to offer to a particular Individual. However, any final binding offer of employment, within the meaning of Regulation 21 (1) (b) of the Regulations, will be made by the Client to the Individual directly.
  1. To enable the Company to meet the Client’s requirements in a manner that is compliant with the Company’s obligations under the Regulations, the Client agrees to supply to the Company details of such position(s) as the Client seeks to fill from time to time pursuant to this Agreement, which details will be recorded by the Company and sent to the Client in the form of the Schedule attached hereto (which Schedule refers to the Regulation stipulating the information that the Company is required to record under the Regulations). The Client will notify the Company as soon as reasonably practicable if it wishes to amend or vary any of the details submitted to it in such Schedule form by the Company. If, during the recruitment process, the Client becomes aware of any matter that would be detrimental to the interests of any particular Individual introduced by the Company if the Client was to engage that individual, the Client will notify the Company of the same as soon as reasonably practicable.
  1. The Company shall be entitled to a fee from the Client for each position covered by these Terms, which fee shall be calculated at the agreed percentage of the first year’s remuneration package for each position (“the fee”), and which shall be paid in three stages as follows:

one third of the fee (based on the estimated first year’s remuneration package for the position) upon the Company accepting the Client’s instructions relating to that position;

one third of the fee (based on the estimated first year’s remuneration package for the position) upon the Company presenting to the Client a shortlist of Individuals who, in the reasonable opinion of the Company, have the experience, qualifications and ability that meet the requirements of the Client for any of the positions, provided always (a) that the Company may, in lieu of a formal short-list, present individuals to the Client as they are identified during the course of the search process, in which case the company shall be entitled to invoice upon the presentation of the second Individual for any position and (b) the Company shall be entitled to invoice for this second stage fee in addition to the third stage fee if the Client appoints an Individual (introduced by the Company) to any position without completing the shortlist procedures;

one third of the fee upon the acceptance of any offer of engagement by an Individual introduced to the Client by the Company, based on the actual first year’s remuneration package offered to, and accepted by, an Individual (whether or not the actual period of engagement transpires to be for less than one year) together with any adjustment necessary to reflect any differential between the actual remuneration package and the estimated remuneration package used to calculate the first and/or second stage payments of the fee.

  1. If an assignment relating to all the positions outstanding or part of an assignment (i.e, relating to one, or some, but not all, of the positions outstanding) is terminated by the Client for any reason, then 50% of the next stage payment for each of the positions terminated by the Client shall be payable by the Client to the Company based on the estimated first year’s remuneration package for that position.
  1. Where the Client requires the Company to advertise or incur any other expenses in respect of any position, the Client shall be responsible for meeting the costs of such expenses, upon being invoiced by the Company.
  1. All fees (and any agreed expenses) payable by the Client to the Company shall be paid within 30 days of receipt by the Client of the Company’s invoice. All fees shall be subject to VAT at the prevailing rate. The Company reserves the right to charge interest at the rate in force from time to time under the Late Payment of Commercial Debts (Interest) Act 1998 as the same may be amended from time to time, from the date of the Company’s invoice until the date of payment if the Company’s invoice is not paid within 30 days of the date of receipt by the Client.
  1. The Client shall also be responsible for paying to the Company forthwith an introduction fee at the agreed percentage of the higher of the actual first year’s remuneration package offered (whether or not the actual period of engagement transpires to be for less than one year) or, where appropriate, the estimated first year’s remuneration package as stated in the Schedule if, within a period of 12 months from the date of a final interview of an Individual introduced by the Company or, from the date of presentation where no such interview is held between the Client and the Individual: (i) the Client engages the Individual (irrespective of whether any such engagement is in a position different to that originally specified by the Client to the Company); or (ii) the Client, or anyone engaged by the Client, refers the Individual introduced by the Company to any third party including, but not limited to, any person who would be a “connected person” to the Client within the meaning of Regulation 3 of the Regulations, who engages that Individual; or (iii) in any other circumstances where an engagement of an Individual who has been introduced by the Company to the Client results directly from that introduction.
  1. The Client shall, upon any request from the Company, (i) confirm in writing whether any Individual introduced by the Company has commenced any engagement with the Client and, if so, on what date and on what terms; (ii) furnish the Company with a copy of any written offer letter and/or contract relating to the engagement and/or written particulars of employment provided by the Client to the Individual.
  1. While the Company will comply with its obligations to the Client under the Regulations and will not knowingly submit any Individual who does not appear to the Company to be suitable for the position(s) the Client seeks to fill, save in the case where the Company is required under the Regulations to obtain and furnish references, the Client shall be responsible for taking up and/or satisfying itself as to any references supplied by, or in respect of, the Individual. The Client shall also remain responsible for satisfying itself as to the Individual’s health and medical fitness and for obtaining any necessary work-permits.
  1. The Company shall not be liable whether in contract, tort (including negligence) or otherwise, for any direct, indirect or consequential or other loss, expense or damage suffered or incurred by the Client arising from or connected with the introduction or engagement of any Individual introduced by the Company to the Client or for any delay or any failure by the Company to introduce an Individual to the Client (liability for death or personal injury due to the Company’s negligence being excepted and save as otherwise provided to the contrary by law).
  1. The Client shall not use any other employment agency, employment business, consultancy, third party or other service connected with the presentation, supply or introduction of Individuals, to meet the Client’s requirements for (any of) the position(s) for the period of exclusivity referred to at S9 of the Schedule hereto. The Client shall re-direct any Curricula Vitae (whether written or verbal), direct or indirect applications for (any of) the position(s) through the Company. Any engagement for (any of) the position(s) originating during the Company’s exclusive appointment shall be deemed to be an introduction of an Individual by the Company and an introduction fee shall be payable calculated on the basis of the agreed percentage of the first year’s remuneration package offered to and accepted by the Individual. The Client shall be under the same obligation to provide information about the terms of any such engagement as set out at clause 9 above.
  1. The Client shall have no entitlement to any refund or rebate of the any fees paid or payable by the Client to the Company.
  1. The Client’s agreement to these Terms shall be evidenced by the Client: (i) by the Client signing and returning a copy of these Terms to the Company; or (ii) expressly confirming receipt of these Terms to the Company; or (iii) following the Company giving or sending a copy of these Terms to the Client by any of the means specified in Regulation 33 of the Regulations by the Client (a) interviewing (including by telephone) any Individual presented to the Client by the Company; or (b) engaging any Individual presented by the Company to the Client; or (c) taking any of the steps specified in Clause 8 of these Terms or upon the occurrence of the circumstances provided for in Clause 8.
  1. These Terms supersede all previous Terms of Business issued by the Company to the Client and shall prevail in the case of any conflict between these Terms and any other terms, including those of the Client. No variation or alteration of these Terms shall be valid or enforceable unless confirmed in writing by the Company.
  1. All rights, actions, or remedies which have accrued based on either party’s performance under these Terms shall be exercisable in the event of termination of this Agreement by either party and all sums outstanding or becoming payable to the Company pursuant to these Terms shall become immediately payable to the Company upon any such termination.
  1. If any provision or term in these Terms is held to be void or unenforceable for any reason such provision or term shall be severed from the Terms and this shall not affect the enforceability or validity of the remaining Terms.
  1. The validity, construction and performance of the Terms hereby agreed between the Company and the Client shall be governed by the law of England and Wales. The Company and the Client agree to submit to the exclusive jurisdiction of the English courts and tribunals as regards any claim, dispute or matter arising out of or relating to the Terms.
  1. For the purposes of this Agreement the following words shall have the following meanings:

“Assignment” shall mean the work the Company agrees to carry out pursuant to these Terms to present Individuals to the Client for (each of) the position(s) that the Client seeks to fill, particulars of which will be given by the Client and recorded by the Company in the form of the Schedule attached hereto.

“Client” shall mean the named party to this Agreement together with any subsidiary, associated, holding or parent companies or, where the context so admits, any other business it owns or controls or which is directly owned or controlled by a third party which also directly or indirectly controls it. Client shall also have the meaning of “Hirer” as set out in Regulation 2 of the Regulations.

“The position(s)” shall mean the job specifications notified by the Client to the Company from time to time pursuant to this Agreement.

“Individual” shall mean a person who the Company has introduced to the Client, and shall include the meaning of ‘Work-seeker’ as set out in Regulation 2 of the Regulations.

“Presentation” or “present(ed)” shall mean the submission of details of an Individual, including any CV or profile, by the Company to the Client, whether in writing or orally (including by telephone) and/or the arrangement of an interview (including any telephone interview) between the Individual and the Client.

“To broker” shall mean the negotiations conducted by the Company on behalf of the Client with an Individual relating to terms and conditions of engagement that the Client may be prepared to offer to an Individual short of any binding offer of employment within the meaning of Regulation 21 (1) (b) of the Regulations, which final binding offer shall only be made by the Client to the Individual directly.

“Introduction” or “introduce(d)” shall mean the presentation of an Individual by the Company to the Client, irrespective of (a) whether the Client knew of that Individual prior to the Company’s presentation of that Individual, or (b) whether the Client receives information about the Individual from any other party or source subsequent to the Company’s presentation of the Individual.

“Engagement” or “engage(s)” shall mean the appointment of an Individual, either in a personal or corporate capacity, by a Client (or other third party) whether under a contract of service, a contract for services, or where the Individual is retained or used under any other contract, including as an agent, distributor, representative or franchisee, or partnership arrangement, and whether on a permanent, temporary or casual basis, within a period of 12 months from the date of a final interview with the Client, or from the date of presentation of the Individual to any such Client where no interview between the Individual and the Client takes place.

“First year’s remuneration package” shall mean (i) the gross basic annual salary offered by the Client and accepted by the Individual, plus (ii) any guaranteed bonus payable by or, on behalf of, the Client to the Individual during, or at the end of the first year of the Individual’s engagement with the Client, plus (iii) any other lump sum payment or the value of any benefit (including any car allowance, shares, share options, employer’s pension contributions, health insurance contributions and any other benefits or perquisites payable within the first year of engagement) to the Individual or for his/her benefit, by or on behalf of the Client in the first year of the Individual’s engagement. Where the client provides a vehicle for the Individual, the sum of £1,500 (plus VAT) shall be added to the fee payable by the Client to the Company.

“Estimated First year’s remuneration package” means the remuneration package for the position that the Client indicates to the Company at the outset of the assignment that it is prepared to pay to fill the position, as recorded at S.7 of the Schedule or, if no such figure is shown at S.7 of the Schedule, as recorded at S.8 of the Schedule.

“Shortlist” shall mean a List of not less than two Individuals who the Company presents or is willing to present to the Client for interview, who, in the reasonable opinion of the Company, have the experience, qualifications and ability that meet the requirements of the Client for any of the positions and who have indicated to the Company that they are willing to attend an interview with the Client with a view to being engaged by the Client, subject to the outcome of the interview and any final terms of engagement offered by the Client.

“Acceptance of an offer…. by an Individual” shall mean a final and unqualified expression of agreement by an Individual to an offer of terms of engagement to that Individual by the Client, whether or not such offer shall be in the form of a formal written contract and whether such expression of agreement by an Individual to such terms shall be made orally or in writing and whether communicated by the Individual to the Client directly or through the Company.

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