1 TERMS AND CONDITIONS OF BUSINESS
1.1 These Terms and Conditions of Business are between Interfacio Ltd, a UK registered limited liability company, which provides specialist recruitment consultancy services (The Company, we, us or our) and any employing organisation, or individual† (The Client, you or your) who may chose from time to time to make use of the services offered by Interfacio Ltd for the purposes of gaining introductions to suitable candidates who the client may proceed to employ.
1.2 All business transactions and correspondence whether it be verbal, via email or by post between the Client and the Company shall be subject to these terms and conditions of business. Instructions given to us or requests made by you whether they be made in writing, via email or the Interfacio website or verbally, and including the participation by you in any interview by telephone, email or in person with any person introduced to the Client by us for the purposes of prospective employment (The Candidate), or any engagement of any such candidate, be it in full-time, part-time or contract employment, or under any agency or partnership agreement, shall indicate your acceptance of these terms and conditions.
2 INFORMATION, PRIVACY AND CONFIDENTIALITY
2.1 All details, information and advice provided to us by you are important and are warranted to be true, complete and correct to the best or your knowledge. Any subsequent changes of circumstance or changes to any details previously given by you must be made known to us forthwith.
2.2 We shall treat all information provided as confidential and shall not divulge, publish or communicate any such information to any third party, except for the purpose for which such information is provided if required without your consent.
2.3 We undertake to comply with all applicable UK data protection legislation currently in force.
2.4 Any information provided by us including candidate details, or any other information provided to you by us in the course of our dealings shall be considered to be confidential and shall not be passed on to any third party individual or organisation.
2.5 We reserve the right to publish information (on the interfacio website or in any other internet or print media deemed suitable by us for use in the recruitment or business promotion process) relating to available vacancies where we have been instructed by you and we will ensure that this is done in a way that ensures no specific reference is made to your specific company (we will exclude all names, locations, products, brands or other details) that might enable the identity of your company to be discerned without your express permission.
2.6 You agree to maintain the confidentiality of the fees agreed between us as referred to below and to keep any negotiations or other information connected to your business dealings with Interfacio in strict confidence and not to disclose such information to any third party.
2.7 All candidate introductions are confidential and for the sole purpose of the instruction given to us by you. The passing of candidate details to another employer, which results in any engagement, will render you as the original instructing client liable to payment of the fees as set out below in paragraph 3.2.
3 APPOINTMENTS AND FEES
3.1 An appointment is made when an offer is made in writing to a candidate who has been introduced to the Client by the Company at any time within a 12 month period prior to the agreed start date and when that offer is accepted in writing by the Candidate. The appointment shall include an agreed date for the commencement of employment (Start date). You shall provide to us within 24 hours of making the offer a copy of the letter of offer or other communication of the offer. You shall notify us within 24 hours of receipt of acceptance of the offer.
3.2 Fees payable to the Company by the Client for the introduction of a Candidate are calculated as 20% of gross annual first year projected monetary remuneration, which the Candidate is expected to earn during the first 12 months of his/her engagement by the Client as set out in the offer of employment.† Remuneration includes all salary payments, including all bonus, commission or incentive entitlements. In the case of bonus, commission or incentive payments that may depend upon actual market conditions or performance, the figure shall be based on the agreed on target earnings as set out in the offer of employment or as shall be agreed between the client and the company if this is not the case. No account is taken of any other benefits or entitlements in the calculation of our fees.
3.3 Fees will be invoiced to the client in 6 equal monthly instalments starting on the employment start date with subsequent instalments being invoiced on or after the same date of each following month.
3.4 If for any reasons the candidate leaves the employment or is terminated from the position offered (excluding where the termination is through redundancy see paragraph 3.5 below) before the final payment is due, then any outstanding fees that have not become due shall no longer be payable. In such a situation, the company undertakes to use its reasonable endeavours to provide a suitable replacement candidate if requested to do so by you, and in such a situation only the balance of any outstanding fees from the original appointment will be payable upon the appointment by the client of the replacement candidate. At no time and in no situation will any fees paid be refunded neither shall any invoices for fees due be cancelled.
3.5 If for any reason the candidate is made redundant before the final payment is due or before the entire fee has been paid in full, the client accepts that they will pay the full amount of the Fee.†
3.6 If after the Candidate has accepted an offer of employment, the Client decides not to proceed with the appointment for any reason, then the Client shall be liable to pay the Company a minimum fee of £500.00 (or equivalent in agreed invoicing currency as per paragraph 3.8). In such a situation, the company accepts no liability in respect of any other material or consequential losses, costs or claims that may be incurred by the client as a result of such action.††
3.7 Should the Client or any subsidiary or associated company of the client subsequently re-engage the candidate within the period of 12 calendar months from the date of termination, or withdrawal of the offer, a full fee in accordance with paragraph 2 above, shall become immediately payable.
3.8 The currency used for the invoicing of fees shall be either UK pounds sterling (GPB), US dollars (USD) or Euros (Euro) as directed by the client. Where the currency of the salary offered is not any of these, the exchange rate to be used for the calculation of fees shall be the prevailing UK Barclays bank spot foreign exchange rate prevailing between to the two currencies in question at the opening of business on the employment start date.
3.9 An introduction fee calculated in accordance with Paragraph 3.2 of these terms will be charged in relation to any candidate engaged as a consequence of, or resulting from an introduction by, or through the Company, however that introduction may have been made or come about.† The term 'candidate' refers to the person introduced by the Company to the Client, and may include any member of the Company's own staff or associate of the Company.
4 PAYMENT TERMS. LATE PAYMENTS AND EARLY SETTLEMENT DISCOUNTS
4.1 All invoices are subject to UK VAT, where applicable, at the prevailing rate.
4.2 All invoices are payable within 30 days of the invoice date.
4.3 We have a right to charge interest at the rate of 2.5% per month above the base lending rate of Barclays Bank Plc from time to time or part thereof on all accounts remaining unpaid 30 days after the invoice date.
4.4 An early settlement discount of 10% of the invoice value may be taken for payments received by the company on or before 14 days after the date of invoice.
5 LIMITATION OF LIABILITY
5.1 Except as set out in these terms and conditions, we shall not be liable to you or to any third party for any lost profits; any loss of business; any cost of replacement services; any punitive or exemplary damages; or any indirect, consequential, incidental or special losses or damages of any kind or nature whatsoever, howsoever caused; and, unless otherwise excluded under this condition, your exclusive remedy for any claim, loss or damages in any way related to any services provided or anticipated to be provided under these conditions shall be limited to the aggregate value of any service levels purchased from us. Nothing contained in this condition shall prevent either party from seeking interlocutory relief.
5.2 The Company endeavours to ensure the suitability of any applicant introduced to the Client.† The Client shall notwithstanding satisfy himself as to the suitability of any applicant and shall take up any references provided by any applicant and/or the Company before engaging such applicant.† The Client shall be responsible for obtaining work and other permits, for the arrangement of medical examinations and/or investigations into the medical history of any applicant and satisfy any medical and other requirements or qualifications required by law.
5.3 The Company shall not be liable under any circumstances for any loss, damage, delay or expense suffered or incurred by the Client arising from or in any way connected with the Company seeking an applicant for the Client or the introduction by the Company to the Client of any applicant or the engagement of any applicant by the Client.
6.1 Failure or neglect by Interfacio Ltd to enforce at any time any of the provisions of these terms and conditions shall not be construed nor shall be deemed to be a waiver of the companys rights under these terms and conditions nor in any way affect the validity of the whole or any part of these terms and conditions nor prejudice the companys rights to take subsequent action.
7.1 In the event that any of the terms, conditions or provisions of these terms and conditions shall be determined by an competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent by severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
8 APPLICABLE LAW AND JURISDICTION
8.1 The laws and England and Wales shall govern these conditions and your use of our services and the parties hereby submit to the exclusive jurisdiction of the English courts.
8.2 No variation is to be made to these terms without the written consent of a director of Interfacio Ltd.