TERMS AND CONDITIONS RELATING TO THE PROVISION OF SERVICES
by professionalassociates.com (part of GCG plc) (“PA.com”) to [ ] (“Client”) for the introduction of independent resource.
Version 2.2
Issued: 05 June 2006
Acceptance of Terms
1. By interviewing for hiring or by employing in any manner an independent resource introduced by PA.com having received these terms and conditions, the Client agrees to and accepts the following terms and conditions. These terms and conditions may not be varied at any time except in writing by PA.com to the Client.
2. The Client agrees to keep these terms and conditions, and the terms of its engagement of an independent resource hereunder, confidential and will not disclose any part of them to a third party, including any Introduced (as defined below) independent resource.
Fees
3. The fee payable by the Client to PA.com (“Fee”) is for the service of introducing an independent resource which results in that independent resource being engaged by the Client on a contract for services, whether an offer is made immediately or at any time within a 12 month period following the date of final interview or initial Introduction, whichever is the later. For the avoidance of doubt “Introduction” in these terms and conditions means the presentation of an independent resource to the Client by PA.com whether or not that independent resource was known previously to the Client. No Fees shall be altered without PA.com’s prior written consent.
4. PA.com has no employer/employee relationships with any independent resource that is introduced to the Client. The independent resource will be responsible for all its own tax and National Insurance howsoever due and its acts and omissions. The Client acknowledges that independent resources Introduced by PA.com will be bound to PA.com by certain terms relating to their registration with, and use of, PA.com’s website, database and services.
5. The Fee payable will be as agreed between the Client and PA.com. All Fees are subject to V.A.T. at the current rate.
6. Should the Client fail to disclose to PA.com that an Introduction has resulted in an engagement of an independent resource then PA.com is entitled to charge the Client in accordance with the Fees described above, which the Client agree to pay in accordance herewith.
7. All Introductions are confidential. If the Client or any company representative of the Client refers an independent resource candidate to a third party within 6 months of their Introduction by PA.com, then it is agreed that PA.com shall be entitled to invoice the Client the Introduction Fees as though the Client had themselves engaged the applicant, which the Client agrees to pay in accordance herewith.
8. Should the Client wish to permanently employ on a service contract any independent resource Introduced by PA.com within 12 months of the Introduction, the Client agrees to pay an Introductory Fee equivalent to 50% of the 1st year gross annual salary of the said independent resource in their new role.
Payment Terms
9. Invoices are issued on a monthly basis following submission of signed weekly timesheets sent by the independent resource to PA.com. The invoice is payable by the Client 30 days after its issuance. Late payments of any invoice will in all circumstances attract interest which will be calculated from the due date of the invoice at a rate of 4%p.a. above the standard variable lending rate of HSBC bank in the United Kingdom on a daily basis, compounded monthly. Such interest will continue to accrue until the date on which the original invoice and applicable accrued interest to date has been paid in full.
10. On behalf of the independent resources PA.com conducts invoicing services between the Client and the independent resource and the GCG invoice will cover the Fee of the independent resource. Any payments for expenses, as agreed directly between the Client and an independent resource, are settled directly between those parties. The Client shall permit any independent resource to pass copies of their timesheets and expense forms to PA.com to enable proper payment to be made. The Client shall also pass copies thereof if requested to PA.com.
Skills & Qualifications
11. PA.com will endeavour to ensure that all independent resources are suitable for the vacancy as described by the Client. It does not however warrant the skill, suitability and/or ability of any independent resource, which shall be the responsibility of the Client. Independent resource candidates’ details are taken in Uberrima Fides and it is agreed that PA.com cannot be held liable for any inaccuracies or omissions. It is the responsibility of the Client to take up all and any references it require and to satisfy themselves of the independent resource candidates’ suitability in all respects. The Client is also responsible for obtaining any work permit necessary, for satisfying any medical requirement and for ensuring that all legal obligations connected to the vacancy are met.
Liabilities
12. PA.com’s total liability in contract, tort (including negligence), misrepresentation or breach of any statutory duty howsoever arising out of or in connection with this Agreement or PA.com’s services shall be limited to £5,000.
13. PA.com shall not be liable to the Client for:
- any indirect, special or consequential loss or damage;
- economic loss or damage;
- incurring of liability for loss or damage of any nature whatsoever suffered by third parties (including the Client’s customers); or
- any loss of or damage to actual or anticipated (i) profit, (ii) interest, (iii) revenue, (iv) savings, (v) business, or (vi) goodwill,
- even if the Client advised PA.com in advance of the possibility of such loss or damage, in each case howsoever caused or arising.
14. Nothing in these terms and conditions shall exclude or limit either party’s liability for (i) personal injury or death arising from negligence, or (ii) fraud.
15. The parties agree that, in acknowledging the services being provided, the limits to liability set out in Clauses 11, 12 and 13 are fair and reasonable in all the circumstances.
General
16. These terms and conditions shall apply to any independent resource who is engaged by the Client for the duration of that engagement.
17. English law shall apply and the English courts shall have the sole jurisdiction in any dispute arising regarding the construction and application of these terms.