Terms of Business

INTERPRETATION

In these Terms of Business the following definitions apply:

“Applicant” means any person Introduced by the Agency to the Client for an Engagement including any officer or employee of the Applicant if the Applicant is a limited company and members of the Agency’s own staff;

“Client” means the person identified as the Client in this agreement, and including any person or their representative,(whether an individual, firm or other legal entity) together with any subsidiary or associated person, to whom the Applicant is Introduced;

“Agency” means Infrassocs Ltd of 29 Queen Anne`s gate, London, SW1H 9BU;

“Engagement” means the engagement, employment or use of the Applicant by the Client or any third partyon a permanent or temporary basis, whether under a contract of service or for services; under anagency, licence, franchise or partnership agreement; or any other engagement; directly or indirectly (including through a limited company of which the Applicant is an officer oremployee);

“Introduction” means the earlier of (i) the interview of potential candidate in person or by telephone,following the Client’s instruction to the Agency to search for an Applicant; or (ii) the passing to the Client of a curriculum vitae or other information which identifies a potential candidate for the purposes of a potential Engagement. “Introduces” and “Introduced” shall be construedaccordingly;

“Remuneration” includes base salary or fees, guaranteed bonus or any other guaranteed earnings, but does not include general benefits or longer term compensation such as a company car etc.

1. Unless the context requires otherwise, references to the singular include the plural, and vice versa, and references to the masculine gender include the feminine gender and vice versa.
2. The headings contained in these Terms of Business are for convenience only and do not affect their interpretation.
3. The complete or partial invalidity or unenforceability of any provision in these Terms for any purpose shall in no way affect the validity or enforceability of such a provision for any other purpose or the remaining provisions. Any such provisions shall be deemed to be severed for that purpose subject to such consequential modification as may be necessary for the purpose of such severance.

THE CONTRACT

1. This agreement, incorporating these Terms of Business constitutes the contract between the Agency and the Client. These Terms of Business are deemed to be accepted by the Client and a binding agreement created by virtue of the earlier of an Introduction , or Engagement or the passing of any information about the Applicant by the Client to any third party following an Introduction whether or not the Client signs and returns this agreement to the Agency.
2. These terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of the Agency, these Terms of Business prevail over any other terms of business or purchase conditions put forward by the Client.
3. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a director of the Agency and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.

NOTIFICATION

The Client agrees:

1. To notify the Agency immediately of any offer of an Engagement which it makes to the Applicant;
2. To notify the Agency immediately that its offer of an Engagement to the Applicant has been accepted and to provide details of the Remuneration to the Agency;
3. To notify the Agency immediately that any information about the Applicant is passed by the Client to any third party following an Introduction; and
4. To pay the Agency’s fee within 30 days of the date of invoice.
5. Except in the circumstances set out in clause 3.4 below, no fee is incurred by the Client until the Applicant commences the Engagement when the Agency will render an invoice to the Client for its fees.
6. The fee is payable to the Agency by the Client for an Introduction resulting in an Engagement. VAT will be charged on the fee if applicable.
7. If the Client withdraws an offer then subsequently engages the Applicant within the period of 12 calendar months from the date of withdrawal of the offer or re-engages the Applicant within the period of 12 calendar months from the date of termination of the Engagement or, a full fee calculated in accordance with clause 4.1 becomes payable.

FEES

1. A fee of 25% of the Applicant’s Remuneration becomes payable to the Agency in pounds sterling in cleared funds without deduction, counterclaim, withholding or set-off by the Client for an Introduction resulting in an Engagement. VAT will be charged on the fee if applicable.
2. The Agency reserves the right to charge interest on invoiced amounts unpaid for more than 30 days at the rate of 8% per annum above the base rate published by the Bank of England from the due date until the date of payment. The Client will indemnify the Agent for all costs of recovery of any sums unpaid including interest.
3. If the Engagement is for a fixed term of less than 12 months, the fee in clause 4.1 will be payable pro-rata to the number of weeks or months of the Engagement. 

REFUNDS

1. In order to qualify for the following refund, the Client must pay the Agency’s fee within 30 days of the date of invoice and must notify the Agency in writing of the termination of the Engagement within 7 days of its termination.
2. If the Engagement terminates before the expiry of 6 months from the commencement of the Engagement (except where the Applicant is made redundant) the fee will be refunded in full.

INTRODUCTIONS

1. Introductions of Applicants are confidential. The disclosure by the Client to a third party of any details regarding an Applicant Introduced by the Agency which results in an Engagement with that third party within 12 months of the Introduction renders the Client liable to payment of the Agency’s fee as set out in clause 4.1with no entitlement to any refund.
2. An introduction fee calculated in accordance with clause 4.1 will be charged in relation to any and each Applicant (whether alone or within or any ‘team’ of individuals) engaged as a consequence of or resulting from an Introduction by or through the Agency, whether direct or indirect, within 12 months from the date of the Agency’s Introduction,.
3. Where the amount of the actual Remuneration is not known the Agency will charge a fee calculated in accordance with clause 4.1 on the market standard remuneration applicable for the position in which the Applicant has been engaged with regard to any information supplied to the Agency by the Client and/or comparable positions in the market generally for such positions.

SUITABILITY AND REFERENCES

1. The Agency endeavours to ensure the suitability of any Applicant Introduced to the Client by obtaining confirmation of the Applicant’s identity; and that the Applicant has the experience, training, qualifications and any authorisation which the Client considers necessary or which may be required by law or by any professional body.
2. Notwithstanding clause 7.1 above the Client shall satisfy itself as to the suitability of the Applicant before engaging such Applicant. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Applicant, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Applicant is engaged to work.

LIABILITY

1. The Agency shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the Agency seeking an Applicant for the Client or from the Introduction to or Engagement of any Applicant by the Client or from the failure of the Agency to introduce any Applicant, and the entire liability of the Agency under or in connection with the contract shall not exceed the amount of the Agency's fee.
2. The Agency shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Agency's obligations, if the delay or failure was due to any circumstances, events or causes beyond the Agency's reasonable control. 
3. For the avoidance of doubt, the Agency does not exclude liability for death or personal injury arising from its own negligence.

LAW

1. This Agreement is governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales.