These Terms of Business for Recruitment Services (“Terms”) are effective from 09 October 2017 and, unless stated otherwise in these Terms, constitute the entire and only agreement and supersede all prior and pre-existing representations and agreements between Client and Lawrence Harvey, a trading division of LHi Group Ltd, a company registered in England and Wales No. 04444015 with its registered office at 2nd Floor 33 Queen Street, London, England, EC4R 1AP (“Lawrence Harvey”).
1. AGREEMENT: Request or acceptance of referrals from Lawrence Harvey, interviewing or engagement of Candidates referred by Lawrence Harvey, signature of these Terms or a schedule to them or any analogous action on the part of the Client shall constitute the Client’s acceptance of these Terms.
2. FEES AND EXPENSES: When a Candidate is engaged by the Client, Lawrence Harvey’s referral fee will be 25% of the total remuneration, including salary or equivalent, guaranteed commissions, bonuses and any taxable benefits payable by the Client in the first 12 months of the Candidate’s engagement. When a temporary engagement is subject to an agreed Statement of Work, the Client shall pay the charges set out therein.
Unless agreed otherwise, Lawrence Harvey’s fee is earned and Client will be obligated to pay such fee whenever a referral of a Candidate is the effective cause of the direct or indirect engagement of the Candidate by the Client. Lawrence Harvey is entitled to raise its invoice on the commencement of such engagement.
Lawrence Harvey’s fee will be subject to a minimum £5,000 charge and VAT if applicable. Should any accepted offer of engagement be retracted prior to the Candidate joining the Client, the Client shall be liable for an administration fee of £1,750. Client shall reimburse any approved expenses incurred by Lawrence Harvey related to the performance of its services under these Terms.
3. CAUSE OF ENGAGEMENT: A referral by Lawrence Harvey will be deemed to be the effective cause of any engagement which is negotiated, arranged or commences within 12 months of either: (i) the most recent referral or supply of the Candidate to the Client by Lawrence Harvey or (ii) the most recent communication, meeting, interview, offer or other similar activity arising from such a referral or (iii) in the case of a Lawrence Harvey employee, the Client’s most recent communication with that person.
If Lawrence Harvey refers a Candidate that is already in active consideration by the Client and Client advises Lawrence Harvey within 3 business days following the referral, Client will not then owe Lawrence Harvey a fee in the event Client engages that Candidate. Client must on request supply such documentation as may be reasonably required by LH to show this to be the case.
4. REPLACEMENTS & REBATES: If the engagement of a Candidate referred under this agreement for permanent employment terminates within 8 weeks of commencement, provided Client uses its best endeavors to assist with their replacement, then Lawrence Harvey will attempt to refer a replacement at no additional charge within 8 weeks.
Otherwise, Lawrence Harvey shall refund the corresponding fee to Client, less 25% in respect of each 2 week period (or part thereof) of the candidate’s engagement up to a maximum of 8 weeks.
Replacements and fee rebates strictly do not apply if the Candidate has been made redundant, unlawfully dismissed or resigns because Client has significantly modified their job duties or assigned them to another position or if the Client fails to either notify Lawrence Harvey in writing within 5 days of the termination or to pay all fees and expenses relating to such referral on time.
5. PAYMENT TERMS: Client agrees to pay all fees and related expenses within 14 days of either the invoice date or commencement of a Candidate’s engagement (whichever is earlier). Interest of 5% per annum may be charged on fees unpaid once due.
Client must supply Lawrence Harvey with any purchase order or similar accounts payable process requirement within 14 days of acceptance or commencement of an offer of engagement by a Candidate (whichever is earlier). If Client fails to do so, Lawrence Harvey is authorised to invoice the Client without an accompanying purchase order, compliance with such process or similar.
If Client contends that no fee or a lower fee is due in relation to any Candidate referred or supplied by Lawrence Harvey, then Client must pay any undisputed fee on time and provide Lawrence Harvey with such correspondence or documentation at Lawrence Harvey’s reasonable request sufficient to establish the correct fee to be paid.
6. CONFIDENTIALITY: Neither party shall during and after termination of this agreement, without the prior written consent of the other party, use or disclose to any other person any information of the other party which is identified as confidential or which is confidential by its nature.
In particular, referrals by Lawrence Harvey are confidential. If Client discloses any details regarding a Candidate referred by Lawrence Harvey to a third party which results in an engagement by or through any third party, Client must pay Lawrence Harvey’s fee as set out in clause 2 of this Agreement as if the Client had engaged the Candidate, with no entitlement to any replacement guarantee or pro-rata refund.
Lawrence Harvey shall have the right and licence to use the name and logo of the Client in any marketing materials and Lawrence Harvey shall have the right and licence to use any testimonials or other written statements of the Client for the same purpose.
7. DISCLAIMER: Lawrence Harvey makes reasonable efforts to refer and supply Candidates and ensure the accuracy of information provided regarding a Candidate however it does not guarantee either successful referrals, the accuracy of such information or the performance of services by any Candidate and disclaims any responsibility for claim, loss, or liability arising from such inaccuracy, acts or omissions. Client must conduct such investigations as it deems necessary to verify Candidate information, obtain such other information as it may deem relevant and to procure the contractual right to enforce in respect of any acts or omissions of a Candidate.
8. INDEPENDENT CONTRACTOR: The services provided under agreement are provided as an independent contractor. Nothing in this agreement shall be construed as creating the relationship between the parties of principal and agent, joint venturers, partners or employer and employee.
9. ASSIGNMENT: This agreement and all of its provisions are binding on and to the benefit of Lawrence Harvey and Client and their respective successors and permitted assigns, but neither this agreement nor any of the rights, interests, or obligations hereunder may be assigned by either party without the prior written consent of the other.
10. LAWFUL CONDUCT: The parties must not act or allow their associated persons to act in any manner that is not compliant with all applicable laws and regulations, including but not limited to: the Equality Act 2010, the Bribery Act 2010, the Immigration Asylum and Nationality Act 2006, the Working Time Regulations, the Health and Safety at Work Act 1974, the Agency Workers Regulations 2010, the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and the Income Tax (Pay As You Earn) Regulations 2015 or such other obligations as the parties are ordinarily subject to in respect of their own staff, including the provision of Employer’s and Public Liability Insurance.
The parties must provide such information and documentation as may be reasonably required by the other for it to be able to fulfil its obligations in law.
11. THIRD PARTY RIGHTS: A person who is not a party to this agreement shall not have any rights to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.
12. NON-SOLICITATION/DEALING: Client must not, whether during this Agreement or within 12 months from its termination, other than through or with the prior written consent of Lawrence Harvey, directly or indirectly, in any capacity, whether attempting or succeeding, to engage or cause to be engaged or deal with or cause to be dealt with an employee or officer of Lawrence Harvey or any person who held such a position in the 12 months immediately before such act or attempt, whether or not such person would thereby commit any breach of his contract of employment or engagement with Lawrence Harvey.
13. NOTICES: Any notice required to be given under this Agreement shall be delivered by email in the case of the Client to the usual email address of their representatives, in the case of Lawrence Harvey to firstname.lastname@example.org or to either party by registered post to their registered office address or as otherwise notified from time to time to the sender by the recipient for the purposes of this Agreement.
14. COSTS: In the event Lawrence Harvey institutes litigation to enforce its rights under this agreement and is the prevailing party in such litigation, Lawrence Harvey shall be entitled to costs and expenses of the claim incurred in connection with such litigation on the indemnity basis.
15. GOVERNING LAW & JURISDICTION: This agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by the laws of England & Wales. The parties agree that the courts of England & Wales shall have the exclusive jurisdiction over any litigation arising out of this agreement or otherwise.
16. VARIATION: No variation or alteration of this Agreement shall be valid unless approved in writing by a Director of Lawrence Harvey.
17. REGULATIONS: For the purpose of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 or any amendment of those regulations, Lawrence Harvey operates both as an employment business and an employment agency.
18. TERMINATION: This agreement may be terminated by either party on written notice either for convenience on 30 days’ notice or with immediate effect where the other party either (i) commits a material breach which is either not remediable or which they fail to remedy within 14 days of written notification of such breach or (ii) becomes insolvent, bankrupt or has a receiver or administrator appointed over it or any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction), or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business or if a court makes an order to that or a similar effect.
The following paragraphs shall survive termination: 2 (Fees & Expenses), 3 (Cause of Engagement), 5 (Payment Terms), 6 (Confidentiality), 7 (Disclaimer), 10 (Lawful Conduct), 12 (Non-Solicitation), 13 (Notices), 14 (Costs), 15 (Governing Law & Jurisdiction), 18 (Termination) and 19 (Interpretation).
19. INTERPRETATION: For the purpose of this Agreement:
“Candidate” means any person referred by Lawrence Harvey to the Client for an engagement including, but not limited to, any company or other legal entity that person may operate through and any other partner, director, shareholder or employee of company or other legal entity and members of Lawrence Harvey’s own staff.
“Client” means the person, firm, organisation or corporate body together with any subsidiary or associated or connected company or person as defined by the Companies Act 2006 to whom Lawrence Harvey refers or agrees to refer candidates, as may but is not necessarily better described within the signature section of this Agreement.
“refer” means any manner or means of communication of a candidate’s identity, including but not limited to the provision of a curriculum vitae or other information which identifies or from which it is possible to identify the Candidate, the interview in person or by telephone or the engagement of the Candidate. “referral” and “referred” shall have equivalent meanings.