Terms and Conditions CLIENTS / 1 December 2018
These Terms and Conditions of Business set out the basis upon which the Agency will provide its Services within the UK and overseas and will be deemed to come into effect when the Agency confirms acceptance of the Client’s Instructions orally, in writing or by email to the Client and/ or the Client verbally instructs the Agency to submit suitable Applicants for an Engagement.
It is agreed as follows:
1 DEFINITION AND INTERPRETATION
In this Contract, the following words and expressions shall have the following meanings (unless the context requires otherwise):
“Agency” means St Pancras Recruitment, incorporated in England and Wales under company registration number 08060652 and whose registered office is 300 Vauxhall Bridge Road, London, SW1V 1AA.
“Agreement” means the agreement between the Agency and the Client for the provision of the Services incorporating these Terms and Conditions as evidenced by the acceptance by the Agency of the Client Registration Form.
“Applicant” means a person introduced by the Agency to the Client to be considered for an Engagement in respect of childcare and private domestic staff within the UK and overseas;
“Client” means any person, including any family connections of such person, or company who contacts the Agency with the aim of Engaging an Applicant and for whom the Agency has agreed to provide the Services in accordance with these Conditions.
“Client Registration Form” means the instructions and information provided by the Client setting out, amongst other things, the Client’s details and requirements for childcare or other staff whether submitted on line, orally or in writing via email.
“Confidential Information” means all personal and business information about the parties to this Agreement.
“Engagement Commencement Date” means the date on which the Applicant’s Engagement with the Client commences;
“Engagement” means the employment, hire or other use, directly or indirectly and whether under an agreement of service or Agreement for services or otherwise, and on a permanent, temporary or other basis, of an Applicant, by or on behalf of the Client, whether or not that Agreement is in writing but in any case, where the Client provides remuneration (whether monetary or otherwise) to the Applicant;
“Permanent Engagement” means Engagement for any period of more than six calendar months (full-time or part- time);
“Service Fee” means money payable to the Agency by the Client for the Engagement of the Applicant as set out in Schedule 1;
“Temporary Engagement” means an Engagement for any period up to six calendar months (full-time or part-time); and “Services” means an introduction service whereby a Client is introduced to one or more Applicants to work for the Client as a nanny or other form of private domestic staff for the Client’s family.
In this Agreement unless the context clearly requires otherwise:
1.1. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
**1.2. **a reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that person.
1.3. a reference to a “Month” means a calendar month, and “Week” means 7 consecutive days.
2.1 The Agreement between the Agency and the Client, incorporating these Terms and Conditions, shall only come into force when the Agency confirms acceptance of the Client Registration Form orally, in writing or by email to the Client and/ or the Client verbally instructs the Agency to submit suitable Applicants for an Engagement.
2.2 These Terms and Conditions apply to the Agreement to the exclusion of all other terms and conditions and shall to the extent contradictory supersede any other documentation or communication between the Client and the Agency.
2.3 The Agency reserves the right to vary the terms of this Agreement and/or the way it provides the Services by way of written notification to the Client who shall consent to such changes (such consent shall not be unreasonably withheld or delayed) stating the date such amendments will take effect.
2.4. This Agreement together with any schedules (which are expressly incorporated herein), constitutes the entire Agreement between the parties and supersedes all previous agreements, understandings and arrangements between them, whether written or oral in respect of its subject matter. The Client acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Contract. The Client shall not have any claim for innocent or negligent misrepresentation on the basis of any statement in this Contract. Nothing in this Agreement purports to limit or exclude any liability for fraud.
2.5 The Client acknowledges that he / she understands exactly what is included in the Services and he /she is satisfied that the Services are suitable and satisfactory for his / her requirements.
3 CANCELLATION OF AGREEMENT
3.1 If, and only if, the Client is an individual consumer, then he / she may cancel this Agreement within 14 days (“cooling off period”) of entering into it. Accordingly, the Agency is under no obligation to commence provision of the Services until after the expiry of that cooling-off period.
3.2 If the Client requires the Agency to provide the Services sooner than 14 days after the Agreement has been made, he / she must instruct the Agency to do so in writing, acknowledging that he / she will lose his right to cancel upon such instruction.
4 RELATIONSHIP OF PARTIES
4.1 Nothing in this Agreement shall create a partnership or agency or the relationship of employer and employee, or other relationship between any of the parties, other than the contractual relationship expressly provided for in this Agreement.
4.2 The Agency is an employment agency acting in accordance with The Employment Agencies Act 1973 and corresponding regulations. It acts as an intermediary which introduces Applicants to prospective clients and vice versa. The Agency has no part, contractual or otherwise, in any arrangement between the Client and the Applicant and is not an agent in law for any person.
4.3 Neither party shall have, nor represent that it has, any authority to make any commitment on the other party’s behalf, except as expressly agreed in this Contract.
4.4 The Agency warrants that it has all necessary authority to perform its obligations set out in this Agreement.
5 OBLIGATIONS OF THE CLIENT
5.1 The Client accepts that the Agency acts only as an introduction agency for childcare and domestic private staff placements and therefore holds no employer responsibility for any Applicant whether introduced on a permanent agreement or a temporary basis. Furthermore, the Client accepts that the Agency has no responsibility and cannot guarantee the length an Applicant will remain within an Engagement.
5.2 The Client is responsible for providing a full detailed job description to the Agency in the Client Registration Form. The Client confirms that the description of work and other information that he / she has provided, or shall provide, is accurate and complete. In addition, the Client accepts that in order for the Agency to provide the Client with the Services to the best of its ability, the Agency shall be able to share limited details of the job with third parties such as Applicants or third parties such as job boards and / or partner agencies. The Agency confirms that no photos, family names or contact details shall be shared to any third parties, except Candidates that the Client wishes to interview.
5.3 The Client agrees to satisfy himself / herself as to the suitability of an Applicant generally and, but not limited, to the following:
5.3.1 taking up references, including the confirmation of any professional, academic or other qualifications;
5.3.2 obtaining DBS checks criminal record checks or police checks in the relevant country and to ask to see copies of any certification obtained by an Applicant, including paediatric first aid certification;
5.3.3 ensuring that the Applicant can drive to the standard expected by the Client;
5.3.4 confirming identity and proof of address confirmation documents by sight and the Client is further advised to periodically check and retain copies of these identity documents and necessary certificates;
5.3.5 and obtaining any necessary medical certificate, the cost of which the Client acknowledges shall be paid by him / her if necessary.
5.4 The Client shall not discriminate against any Applicant and shall comply with the provisions of any anti-discrimination legislation including but not limited to the Equality Act 2010;
5.5 The Client and Applicant shall agree on the duties, hours, conditions and remuneration, with the help of the Agency and the offer to the Applicant shall be set out in a preliminary Offer Letter (prepared by the Agency, checked & signed by the Client). The Agency will present the Offer Letter without delay to the Applicant and retrieve their signed copy – where accepting. The Offer Letter is no substitute for the contract of work, which will need to be provided by the Client.
5.6 The Client shall inform the Agency immediately if (a) an Engagement is accepted by an Applicant and (b) he / she engages an Applicant, giving details of: gross annual salary, start date and end date (if applicable), and whether the Engagement is permanent or temporary.
5.7 The Client shall pay the relevant Service Fee upon the Engagement of the Applicant in accordance with Clause 7.
5.8 The Client will comply with the relevant employment and tax law within the country in which the Applicant will be Engaged, including, but not limited to the provision of a contract of employment, pay slips, correct deductions for tax and national insurance, as well as any pension contributions, if the Applicant is eligible.
5.9 For self-employed Applicants, the Client is responsible for confirmation that the Applicant is eligible for self-employed status and should request documentation confirming self-employed status.
5.10 The Client is responsible for ensuring that the Applicant has current Public Liability Insurance, if required.
5.11 The Client warrants that he / she holds and will maintain appropriate Employer’s Liability insurance for at least £1 million. Employer’s Liability Insurance must be in place for interview and trial sessions and the Engagement of permanent, temporary and contract staff.
5.12 The Client is responsible for the instruction and direction of the Applicant. The Client is responsible for ensuring that the Applicant clearly understands the needs of the Client’s children, household and expected duties.
5.13 During the Client’s Engagement of the Applicant, the Client will ensure that the Applicant is provided with a suitable and safe working environment which in no way may compromise and affect the welfare of the Applicant and will ensure that the place of work is clean and hygienic and complies with appropriate health and safety laws;
5.14 For live in positions, the Client must ensure
5.14.1 adequate household insurance is in place to protect the Applicant’s possessions; and
5.14.2 provision of suitable live-in accommodation to the Applicant, including, without exception, a bedroom for exclusive use and proper access to a bathroom.
5.15 The Client agrees that for the purpose of providing the Services, the Agency can use any medium to find a suitable Applicant or to advertise vacancies including the Internet.
5.16 The Client agrees not to enter into any relationship with the Applicant that may be detrimental to the interest of the Agency during this agreement or within one year from the date of its termination.
6 AGENCY OBLIGATIONS
6.1 The Agency shall take reasonable endeavours to introduce to the Client, Applicants which the Agency considers suitable to be employed by the Client as required in the Client Registration Form and perform the additional services as further set out in this Clause.
6.2 The Agency shall request Applicants to provide; -
6.2.1 An up-to-date CV;
6.2.2 Original Government issued identity documents and address check documents;
6.2.3 Relevant certificates;
6.2.4 DBS certification or other relevant police check from another country; and
6.2.5 Referee contact details.
6.3 The Agency will inform the Client as to the status of each of the above documents set out in Clause 6.2.2- 6.2.5 prior to any decision to Engage. In the event that, for example; the DBS in in progress at the time an offer is made, the Agency shall recommend that an Engagement does not commence until the DBS certification is received and is deemed acceptable. If the Client moves forward and commences Engagement before the DBS or any of the other relevant documents are received, then the decision rests exclusively with the Client as to whether such Engagement should proceed. For the avoidance of doubt, the relevant Service Fee would still be due to be paid in such circumstances.
6.4 The Agency does not give any warranty as to the accuracy of the information supplied to them by the Applicant and which is then transferred to the Client.
6.5 The Agency takes reasonable steps to ensure that both the Applicant and the Client are aware of requirements imposed by law or professional bodies to enable the Applicant to work for the Client in the capacity of the position that the Client wishes to fill.
6.6 Time for commencement shall not be of the essence of the Agreement and the Agency shall not be held liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the Services.
7 FEE AND PAYMENT
7.1 The Service Fee becomes due and payable when an Applicant accepts an offer of Engagement either by verbal or by written agreement, and not at the commencement of Engagement. The Agency will raise an invoice upon the Applicant’s acceptance of an offer of Engagement from the Client. For the avoidance of doubt, such Service Fee is due and payable by the Client within seven days of the date of the invoice even if the Client has not notified the Agency of the Engagement, and in the case of an Engagement overseas must be paid by the Client prior to the date the Applicant departs for such Engagement. The Agency accepts payment by cheque or bank transfer.
7.2 A non-refundable registration fee of £45.00 is payable by the Client upon acceptance by the Agency of the Client Registration Form. The Agency will deduct the amount of such registration fee from any Service Fee due and payable upon acceptance of an offer of Engagement by an Applicant
7.3 The Service Fee for a Permanent Engagement will be calculated as a percentage of the agreed net weekly salary of the Applicant multiplied by 52 weeks depending on whether the Engagement is within the UK or overseas:
7.3.1 UK Engagement: 14% or if such percentage would result in a Service Fee of less than £950, £950.
7.3.2 Overseas Engagement: 16% or if such percentage would result in a Service Fee of less than £950, £950.
7.4 The Service Fee for a Temporary Engagement, being six calendar months or less, shall depend on whether the Engagement is within the UK or overseas:
7.4.1 UK Engagement: £40 per day of £150 per week, whichever is the lesser; or
7.4.2 Overseas Engagement: £250 per week
7.5 VAT, if applicable. shall be charged on all fees due and payable under these terms and conditions.
7.6 In the event that an Applicant is engaged on a Temporary Engagement but the Engagement continues for six calendar months or more, the Client shall be liable to pay the difference between the fee payable for the Temporary Engagement (less any amount already paid by the Client, if applicable) and the fee for the Permanent Engagement in accordance with Clause 7.6.
7.7 If the Client or a member of the Client’s family or any acquaintance or associate of the Client, passes on the details of an Applicant to any other person or persons within 12 months of the Applicant’s introduction to the Client by the Agency, resulting in the Engagement of the Applicant, the Client shall be liable for payment of the relevant full Service Fee.
7.8 The Client agrees to inform the Agency immediately if an Applicant introduced by the Agency has already been introduced by a third party. If the Client fails to inform the Agency and the Applicant is engaged, the Client shall be liable to pay the Service Fee to the Agency.
7.9 Should the Client be found to have engaged an Applicant who had been introduced to them by the Agency, the Client shall be liable to pay the applicable Service Fee in full and within 7 days. The Client will have no recourse to any previously offered discounts or free replacements.
7.10 Should the Client decide to withdraw the offer of Engagement after an offer of Engagement has been accepted by the Applicant and the invoice has been raised, no refund shall be made. The Agency may offer a discount at its sole discretion.
7.11 Payment is due by the Client within seven working days of the date of any invoice. Timing of payment of the Service Fee shall be of the essence.
7.12 The Agency reserves the right to charge the Client interest in respect of any late payment of any sum due under this Agreement at the rate of 10 per cent per annum above the base rate of Barclays Bank, from the due date until receipt of payment. If the Client fails to pay the Service Fee within 10 days of the due date set out in the invoice, the Agency reserves the right to charge the Client an administration fee of £50.00 in addition to the interest accruing on the outstanding amount in consideration of the time taken to follow up and receive payment as due and payable. The Client will not be entitled to a free replacement in accordance with Clause 8 once the due date for payment has past.
8 REPLACEMENT APPLICANT / CANCELLATION
8.1 These provisions apply in the event that within the first six calendar months of the Engagement Commencement Date or arrival within a live-in position, whichever comes earlier, the Applicant does not commence Engagement with the Client after accepting an offer of employment or the Applicant leaves the Engagement of the Client within the first six calendar months (other than as a result of a breach by the Client of the contract of employment between the Client and the Applicant or a result of the Client’s dismissal of the Applicant other than for reasons of gross misconduct on the part of the Nanny (“gross misconduct” being as determined in accordance with guidance set out by ACAS)).
8.2 The Agency shall not provide details of any potential replacement Applicant unless the Client fulfils following conditions:
8.2.1 the Client has informed the Agency, in writing, within seven days of such termination;
8.2.2 the Client has paid the Service Fee in full and such amount has been received by the Agency prior to the Applicant starting an Engagement;
8.2.3 the terms of the Engagement have not changed, including the working conditions, the job description and the location;
8.2.4 it is not in breach of any UK employment law and/or contract with the Applicant should the Engagement be within the UK;
8.2.5 the Client does not retain the services of that Applicant in any other capacity; and
8.2.6 the Client is looking for a new applicant and it has given a period of four weeks to the Agency to put forward potential replacement Applicants.
8.3 If at the Agency’s discretion the Client has fulfilled the conditions set out above, then it shall put forward details of a replacement Applicant on following terms:
8.3.1 the Agency will run its search for up to one month after the Client has received notification of termination;
8.3.2 the Agency shall introduce a maximum number of three replacement Applicants. For the avoidance of doubt, in the event that the Client does not Engage one of the replacement Applicants provided, no refund will be provided; and
8.3.3 after Engagement of one of the replacement Applicants, the Agency shall have no further obligation to the Client.
8.4 The Client shall use all reasonable endeavours to read and assess the details of any replacement Applicants within 48 hours of receipt. Failure to respond to the Agency regarding any potential replacement Applicants may result in withdrawal of a free replacement.
8.5 In the event that the Client sources a replacement candidate from another source whilst the Agency is searching for a replacement, no refund shall be provided by the Agency.
9.2 Each party to this Agreement undertakes for the benefit of the other that he / she will not:
9.2.1 divulge to any person whatever or otherwise make use of any Confidential Information relating to the other, which he / she learns as a result of this Agreement or any circumstance flowing from the contract; and
9.2.2 post any text, nor image, nor audio-visual material, on any social network or other public place which could be hurtful, embarrassing or damaging to the other party.
9.3 The parties agree that any economic loss, loss of opportunity, business or goodwill and/or of damage to reputation or professional standing arising directly or indirectly, foreseeable or not from a breach of the above provisions must be compensated on the basis of the effect on the damaged party and the parties hereby acknowledge that damages may not be an adequate remedy for such breach and each party will be entitled to see the remedies of an injunction, specific performance and other equitable relief for any threatened or actual breach of this clause 9. The Client accepts personal liability for compliance with these provisions by his / her children of any age, other members of his family and domestic staff.
9.4 If the Client passes confidential information on to a third party resulting in the engagement of an Applicant by a third party within 1 year of the Client being introduced to the Applicant then the relevant Service Fee shall become payable by the Client.
9.5 The obligations contained within this clause 9 shall survive termination of this Agreement for a period of five years from the date of such termination.
10 DATA PROCESSING
“Data Protection Legislation” means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
10.1 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and the Agency is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
**10.2 ** The Agency shall, in relation to any Personal Data (as defined in the Data Protection Legislation) processed in connection with the performance by the Agency of its obligations under this agreement:
a) process that Personal Data only on the written instructions of the Client for the purposes of carrying out a childcare search or other private staffing search in accordance with the terms of this agreement unless the Agent is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Agent to process Personal Data (Applicable Laws). Where the Agent is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Agent shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Agent from so notifying the Client;
b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
d) assist the Client in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
e) notify the Client without undue delay on becoming aware of a Personal Data breach;
f) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the Personal Data; and
g) maintain complete and accurate records and information to demonstrate its compliance with this clause.
11 DISCLAIMERS AND LIMITATION OF THIS CONTRACT
11.1 All implied conditions, warranties and terms are hereby excluded from this Contract.
11.2 In providing the Services, the Agency is committed to maintain a high level of service and efficiency. However, the Service is dependent upon the accuracy of information provided by the Client which is beyond the control of the Agency. Therefore, any decision as to the suitability of an Applicant and the decision to Engage an Applicant is sole discretion of the Client. The Agency does not accept responsibility and shall not be liable for any loss that the Client may incur directly or indirectly, as a result of using the Agency’s Services.
11.3 The Agency shall not be liable to the Client for loss arising from or in connection with representation contracts, statements or undertakings made prior to the date of this Contract.
11.4 The Agency shall not be liable to the Client for any loss or expense which is
11.4.1 indirect or consequential loss; and/or
11.4.2 economic loss or other loss of revenue, turnover, profits, business or goodwill; and/or
11.4.3 loss or damage suffered by the Client as a result of an action brought by third party; and/or
11.4.4 loss or damage caused during the Engagement of the Applicant or any act, omission or negligence of such Applicant.
11.5 The Agency does not exclude or restrict liability for death or personal injury resulting from its negligence.
11.6 Particulars of Applicants, their profiles and other information provided by the Agency are prepared in good faith and solely for the Client’s guidance. No liability, howsoever arising shall be accepted by the Agency for the accuracy or completeness of any Applicant’s profile.
11.7 The Agency offers a draft “Employment Contract” as a guide only and the Client is advised to seek independent legal advice. The Agency is not responsible for the “Employment Contract” or any terms of service between the Client and the Applicant.
11.8 The maximum limit of the liability of the Agency to the Client, whether in contract, tort, negligence, breach of statutory duty or otherwise shall not exceed the sum of £1,000.
12.1 The Agency may terminate this Agreement at any time, for any reason, with immediate effect by sending notice in writing to that effect. The Client shall remain liable for any outstanding Fees that are due and payable as at the date of termination.
12.2 The termination of this Agreement by this paragraph shall be without prejudice to any other right or remedy to which a party may be entitled.
12.3 There shall be no re-imbursement or credit if the Agency decides in its absolute discretion that the Client has failed to comply with any of the terms of this Contract.
12.4 Notwithstanding termination of this Agreement for whatever reason, all the provisions that are intended to operate or have effect after termination or expiration shall continue in full force and effect.
12.5 The Client agrees that he will not during this Agreement and within one year of its termination, by any means and neither for himself nor for any other person, directly or indirectly, advise, instruct, do or assist in any activity, the effect of which is to compete with the Agency.
13 INDEMNITY BY THE CLIENT
13.1 The Client agrees to indemnify the Agency against all costs, claims, demands, proceedings (civil or criminal), penalties, fines, losses, damages and expenses arising directly or indirectly from:
13.1.1 the Client’s breach of this Contract; and/or
13.1.2 any act, omission or default by the Client, any of its agents, employees, contractors, children of any age, other members of his family and domestic staff.
14 MISCELLANEOUS MATTERS
14.1 If any term or provision of this Agreement is at any time held to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
14.2 No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
14.3 Neither party shall be liable for any failure or delay in performance of this Agreement which is caused by circumstances beyond its reasonable control.
14.4 Any communication to be served on either party by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail. It shall be deemed to have been delivered:
14.4.1 if delivered by hand: on the day of delivery;
14.4.2 if sent by post to the correct address: within 72 hours of posting; and
14.4.3 If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.
14.5 In the event of a dispute between the parties to this Contract, the parties undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing litigation.
14.6 This Agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this Agreement which excludes or restricts the liability of any person, may be enforced under that Act.
14.7 The validity, construction and performance of this Agreement shall be governed by the laws of England and Wales and each party hereby irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
Terms and Conditions CANDIDATES / 1 December 2018
It is agreed as follows:
1 DEFINITIONS AND INTERPRETATION
In this Contract, the following expressions shall have the following meanings:
“Agent” means St Pancras Recruitment, incorporated in England and Wales under company registration number 08060652 and whose registered office is 300 Vauxhall Bridge Road, London, SW1V 1AA;
“Agreement” means the contract between the Agent and the Candidate for agency services incorporating these Terms and Conditions, as evidenced by the signing of or ticking of the acceptance box online of the Registration Form and the acceptance by the Agent in accordance with Clause 3.1;
“Candidate” means any person introduced to the Client by the Agent for Engagement;
“Client” means any family, third party, individual, partnership, company or other organisation or entity which contracts with the Agent with a view to procuring the services of the Candidate within the UK and overseas;
“Engagement” means the employment, engagement or use of the Candidate by the Client, or any third party to whom the Client has introduced the Candidate, on a permanent or short-term basis under any form of contract or relevant agreement;
“Representation Form” means the form to which these Terms and Conditions are attached requesting Representation and setting out, amongst other things, the Candidate’s details and requirements for Engagement;
“Representation” means the representation provided by the Agent to the Candidate upon acceptance by the Agent of the Representation Form in accordance with these Terms and Conditions;
“Terms and Conditions” means the terms and conditions as set out in this document and any subsequent variations as agreed in writing or by email by the Agent and the Candidate.
These Terms and Conditions shall apply to the Agreement and shall supersede any other documentation or communication between parties.
3 REPRESENTATION FORM AND THE AGENT’S OFFER OF REPRESENTATION
3.1 The Agreement between the Agent and the Candidate, incorporating these Terms and Conditions, shall only come into force when the Agent confirms acceptance of the Representation Form verbally in writing or by email to the Candidate.
3.2 The Agent’s acceptance of the Representation Form in accordance with Clause 3.1 shall constitute a binding obligation to the Candidate to use reasonable endeavours to secure Engagement with a Client for the Candidate, at all times subject to the Terms and Conditions below.
4 APPOINTMENT AS AGENT
4.1 The Agent shall operate at all times as an employment agency in accordance with the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and the Employment Agencies Act 1973.
4.2 The Agent will, subject to the Candidate’s Representation Form and these Terms and Conditions, act as the Candidate’s agent and use reasonable endeavours to negotiate and conclude agreements with Clients in respect of procuring Engagements.
4.3 This Agreement does not give rise to a contract of employment between the Agent and the Candidate nor shall it constitute a partnership or joint venture.
4.4 The Agent will not charge a fee to the Candidate for acting upon its behalf in order to secure, or attempt to secure, an Engagement.
4.5 The Agent is in the business of procuring employment for maternity nurses, nannies, housekeepers and childcarers and other private, domestic staff in the UK and overseas and accordingly nothing in this Agreement or these Terms and Conditions shall restrict the Agent from acting as agent for any third party and providing to it services the same or similar to those set out in these Terms and Conditions.
5 CANDIDATE OBLIGATIONS
5.1 The Candidate should not engage in any conduct which is detrimental to the interests of the Agent, would negatively affect the Agent’s relationship with the Client or is likely to bring the Agent into disrepute.
5.2 The Candidate shall, before the commencement of the Representation, have provided the Agent with satisfactory evidence of their identity which shall include, but not be limited to, a certified copy of the Candidate’s passport, birth certificate or driving licence.
5.3 The Candidate shall provide the Agent with his / her DBS certificate issued within the past three years or in the event that the Candidate has signed up for the annual update services, his / her DBS code for Update Service, with the corresponding certificate or DBS issued within last 12 months. The DBS must be suitable for the workforce that they want to work in and furthermore must be enhanced for a role involving children or vulnerable adults. In the event the Candidate requires a new or updated DBS to be carried out, the cost of any such DBS and the subscription to the DBS Update Service shall be borne by the Candidate.
5.4 Alternatively if the Candidate has been working overseas, then the Candidate shall provide the Agency with a local police clearance or a childcare suitability card
5.5 The Candidate confirms that all information provided to the Agency is true and accurate in all material aspects and that any documentation provided as evidence to the Agency are originals or certified copies of the original documentation.
5.6 If, in respect of any prospective employment, the Candidate is required by local law, any professional body or by the Client to hold or have any experience, training qualifications and/or authorisations, the Candidate shall provide the Agent with: (a) up to date copies of such qualifications and/or authorisations; and (b) the names of two referees (who are not relatives or friends of the Candidate) who the Candidate agrees that the Agent may approach at any time for the purpose of obtaining references about the Candidate.
5.7 The Candidate acknowledges that he / she is responsible for paying for any related costs such as applying for a DBS, paying for insurance (public liability insurance, travel insurance, medical insurance (when abroad) etc.), travel costs to your place of work. When interviewing, some Clients may compensate Candidates for the cost of travel, but this is a matter between the Candidate and the Client. The Candidate acknowledges that any matter concerning the cost of travel must be agreed in advance, otherwise the Client will assume that the Candidate will bear the cost of travel. For overseas interviews the Client will pay the cost of travel. Further costs which the Candidate may be required to pay for are the costs of obtaining a passport, medical check (where required) and adequate and up to date public liability insurance.
5.9 The Client shall attend any interview arranged by the Agency with the Client with satisfactory evidence of their identity as well as all relevant documentation relating to their experience and qualifications.
5.10 The Candidate shall immediately inform the Agent should there be any reason or circumstance under which it would be detrimental to the interests of the Agent, the Client or the Candidate for the Candidate to take up a particular position with a Client. It is the Candidate’s responsibility to determine whether an Engagement is suitable for the Client.
5.11 The Candidate shall inform the Agent of any interviews arranged between the Client and the Candidate, excluding those already organised by the Agent with the Client on behalf of the Candidate.
5.12 The Candidate acknowledges that any offer of employment is subject to the receipt of satisfactory references and, if required, evidence of any training, qualifications or experience, with respect to the Candidate.
5.13 In the event that the Candidate is unable to take up an Engagement that has been agreed with a Client the Candidate shall notify the Agent and the Client as soon as is reasonably practicable, together with the reasons for why the Candidate is unable to take up such Engagement.
5.14 If, following an introduction from the Agent to the Client with respect to the Candidate, the Candidate receives an offer of employment or Engagement to work for or with a Client introduced by the Agent, the Candidate shall inform the Agent immediately and provide the Agent with full details of the offer including a copy of the offer letter/contract of employment.
5.15 The Candidate shall notify the Agent immediately if there is any reason why they are unable to continue with Engagement with the Client or if they no longer wish the Agency to seek suitable employment for them.
5.16 The Candidate shall treat all information about any potential job with the Agency as confidential and will not pass any details concerning any Client of the Agency or potential Engagement to a third party, without obtaining the Candidate’s written consent first.
5.17 The Candidate shall treat the Client and the property with care and respect at all times. In particular the Candidate shall not either during his or her Engagement or afterwards, disclose, divulge or publish, including on all social media, to any person, firm or company any confidential information concerning the business, affairs and concerns of the Client, the Client’s family or the Client’s friends or their transactions and business, except:
a) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or
b) to such persons who have been authorised by the Client who need to know such information for the purposes of exercising the Client’s rights or carrying out her obligations under or in connection with this agreement.
6 AGENT OBLIGATIONS
6.1 The Agent shall use reasonable endeavours to secure a suitable Engagement for the Candidate but shall be under no obligation to find Employment for the Candidate.
6.2 The Agent shall provide the Representation with reasonable skill, care and in accordance with the recognised codes of practice and statutory obligations.
6.3 The Agent shall take all reasonable steps to ensure Clients are professional and courteous but cannot be held responsible for the conduct of any third parties.
6.4 An offer of employment by a Client is not made until written details are received from the Client. The Agent does not accept any responsibility and shall not be liable for any loss suffered by the Candidate in connection with the acceptance of such offer, this Agreement or otherwise (including, but limited to loss caused by reason of the Candidate’s decision to resign from his/her current employment or any existing Engagement before or after receipt of the Client’s written offer).
7.1 The Agreement shall continue until the agency services have been provided in accordance with the terms of the Representation Form or any subsequent date as mutually agreed in writing by both parties or until terminated by either party in accordance with these Terms and Conditions.
7.2 The Agent may terminate this Representation without notice at any time and for any reason at the Agent’s sole discretion.
7.3 The Candidate shall be entitled to terminate the Representation at any point by writing to the Agent or if the Agent fails to comply with any aspect of these Terms and Conditions and this failure continues for a period of 4 weeks after notification of non-compliance is given.
7.4 Either party may terminate the Agreement by notice in writing to the other if the other party commits a material breach of these Terms and Conditions which cannot be remedied or, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so.
7.5 Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.
8 LIMITATION OF LIABILITY
8.1 Subject to Clause 8.2, a party (the “First Party”) shall not be liable for any losses (direct or indirect) incurred by the other party (whether or not due to the failure of the First Party to comply with this Agreement) except for those losses which can reasonably be foreseen by the First Party would result from its failure to comply with this Agreement provided that any such liability of the Agent shall be limited to the sum insured under the professional indemnity insurance policy held by the Agent in the insurance year in which the Candidate’s claim is first notified.
8.2 This Clause 8 does not exclude or limit in any way the Agent’s liability for:
8.2.1 death or personal injury caused by the negligence of the Agent; or
8.2.2 fraud or fraudulent misrepresentation; or
8.2.3 any other matter for which it would be illegal or unlawful for the Agent to exclude or attempt to exclude the Agent’s liability.
9 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fireand the party shall be entitled to a reasonable extension of its obligations.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.
Any notice to be given by either party to the other may be served by email, in person or by post to the address of the other party given in the Representation Form or such other address as such party may from time to time have communicated to the other in writing.
13 GOVERNING LAW
These Terms and Conditions, and any non-contractual obligations arising therefrom, shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.