Terms of business — Thorpe & Partners

Our Terms of Business

Unless otherwise agreed our standard terms of business shall apply, as detailed herein.

Our terms will be accompanied by a clear proposal of the assignment, our approach and fees.

TERMS OF BUSINESS (Permanent Hiring - Contingent)

1. THE DEFINITIONS

Annual Remuneration: All salary, guaranteed bonuses, commission payments, other payments and allowances payable to a Candidate during the first 12 months of an Engagement.

Candidate: A person introduced by us to you.

Client: the person, firm, or corporate body together with any subsidiary or associated Company as defined by the Companies Act 1985 to which the Candidate is introduced.

Agency: Thorpe Partners Limited company number 15181662 and having its registered office at 31 Lower Fyfield, Marlborough, England, SN8 1PY

Conduct Regulations 2003: The Conduct of Employment Agencies and Company Regulations 2003.

Data Protection Legislation: The Data Protection Act 1998, GDPR or any other relevant data protection legislation.

EAA: The Employment Agencies Act 1973. The Agency acts as an employment agency (as defined in Section 13(2) of the Employment Agencies Act 1973) when Introducing Candidates to the Client for direct Engagement by that Client.

Introduction: Any information provided by us to you which identifies a Candidate. means (i) the passing to the Client of a curriculum vitae or information which identifies the Candidate or (ii) the Client’s interview of a Candidate (in person, by telephone or by any other means), following the Client’s instruction to the Agency to search for a Candidate; and, in either case, which leads to an Engagement of the Candidate; and “Introduces” and “Introduced” shall be construed accordingly;

Engagement / Engaged: The engagement (including the Candidate’s acceptance of the Client’s offer), employment or use of the Candidate by the Client or by any third party to whom the Candidate has been introduced by the Client, on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise or partnership agreement; or any other engagement; or through a limited company of which the Candidate is an officer, employee or other representative; and “Engage”, “Engages” and “Engaged” shall be construed accordingly;

Start Date: The date on which a Candidate starts work for you on an Engagement.

Introduction Fee: The fee/s you pay to us for an Introduction / use of our services under this agreement as detailed herein and are payable If a Candidate is Engaged by you at any point during the 12 months following an Introduction.

Vacancy: Any position for which you ask us to make Introductions also referred to as an “Assignment/s”, “Project/s” or “Role/s” herein

2. OUR OBLIGATIONS

2.1 We are acting as an Employment Agency for the purposes of the EAA and the Conduct Regulations 2003.
2.2 We agree to search for Candidates who meet your criteria for any Vacancies.
2.3 We will work within any timescales we agree with you.
2.4 We will meet with you regularly to review how matters are progressing.
2.5 If a Candidate is Engaged by you, we agree that we will not solicit that Candidate for another position within six months from the Start Date. This will not apply if a Candidate applies for a position in response to a public advertisement.

3. YOUR OBLIGATIONS

3.1 When informing us about a Vacancy, you will confirm:

(a) the date you require the Candidate to start and the likely duration of the Engagement;

(b) the position you are looking to fill, the type of work the Candidate will be required to do, the location and hours of work and any relevant health or safety risks.

(c) the experience, training, qualifications and authorisations necessary for the role; and

(d) full details of the proposed Annual Remuneration, including any bonuses and other monetary benefits.

3.2 If we introduce a Candidate who is already known to you, you will let us know straight away and provide reasonable supporting documentation within 48 hours of the Introduction.

You will be liable to pay us the Introduction Fee if that Candidate is Engaged by you.

3.3 You will not pass any Candidate information on to a third party. If you do, and if the third party employs or engages. the Candidate, you will let us know as soon as possible and you will pay the Introduction Fee due for the Engagement.

3.4 Any changes to a search mandate must be confirmed to us in writing.

3.5 You agree that mandates are taken on by us on an exclusive basis unless we expressly agree otherwise.

4. OUR FEES

4.1 The specific fees for this assignment are detailed in above in the “Our Fee Structure” section of this agreement.

4.2 Notwithstanding 4.1 an Introduction If a Candidate is Engaged by you at any point during the 12 months following an Introduction.

4.3 Our fees quoted herein are Net of local taxes which shall be applied at the appropriate rate/s.

4.4 You agree to pay us within 14 days of the date of our invoice.

4.5 If an Engagement is terminated for any reason within 90 days of the Start Date, undertake a replacement search without charge, making all reasonable efforts to provide you with viable alternative candidates to fill the vacancy within 90 days (or unless otherwise agreed).

4.6 The replacement candidate service as defined at 4.5 will only be provided if the following conditions are met:

(a) our fees had paid by you within 14 days of the date our invoice;

(b) you notified us in writing within 7 days of notice of termination of the Engagement being given and provided full details of the circumstances and date of termination;

(c) you complied with all your obligations to the Candidate in line with any offer letter and/ or contract;

(d) you did not materially change the Candidate’s job description or responsibilities;

(e) correct notice of termination was given to or by the Candidate;

(f) the termination of the Engagement is not due to redundancy, restructuring, insolvency or the reorganisation of your business.;

(g) you do not owe us any money, whether relating to the Candidate or otherwise.

4.6 If you do not pay an invoice within 14 days, then we reserve the right to charge interest on the amount due at the rate of 8% p.a.

5. ENDING OUR AGREEMENT

5.1 Either of us can terminate this agreement immediately on written notice to the other.

5.2 On termination, we will invoice you for any fees due in accordance with this agreement. For clarity all Retained fees shall become immediately payable and are non-refundable.

5.3 Clause 4.1 will apply even when this agreement has been terminated.

6. CONFIDENTIALITY

6.1 Both of us agree that, during this agreement and for a period of two years after termination, we will protect any confidential information concerning the business of the other.
6.2 We may both disclose the other’s confidential information to our employees as required for the purposes of this agreement or as required by law.

7. COMPLIANCE

7.1 We will both comply with our obligations under any applicable Data Protection Legislation and take reasonable precautions to protect the data of the other.
7.2 We will both ensure that we comply with any anti-bribery rules in the conduct of our business.
7.3 We with both ensure that we comply with any modern slavery legislation.

8. LIABILITY

8.1 The liability of each of us to the other under this agreement will not exceed the total amount of the Introduction Fees paid by you to us in previous the 12-month period.
8.2 We are not responsible for any costs or losses you may incur arising from the actions of a Candidate or from your breach of any legislation.

8.3 Nothing in this agreement will exclude or limit the liability of either of us for death or personal injury arising as a result of negligence, fraudulent misrepresentation, fraud or any other liability that cannot be excluded by law.

9. OUR EMPLOYEES

9.1 We both agree that, during this agreement and for a period of 6 months after it ends, we will not solicit or employ any person who is employed or engaged by the other.

10. THE FORMALITIES

10.1 Any changes to this agreement must be in writing.
10.2 This agreement sets out all of the terms agreed between us.
10.3 No third party may enforce any term of this agreement.
10.4 This agreement and any dispute or claim shall be governed by the law and exclusive jurisdiction of the courts of England and Wales.

TERMS OF BUSINESS (Permanent Hiring - Retained)