Terms and Conditions

1. Definition

(a) Save as otherwise provided in the Contract Details agreed by the Company with the CIient the following terms shall have the following meanings:-

"Assignment" means such work undertaken by the Company for or on behalf of the Client;

"Candidate" means subject to clause 9(d) below any individual introduced by the Company to the Client irrespective of whether such individual is known to the Client (or to any Connected Party) or the role in which they are engaged;

"Client" means any person, firm, company or third party to whom an Introduction is made;

"Company" shall mean Oakfin Limited (registered in England and Wales with company number 15628918) operating under these terms and conditions as an employment agency under the rules and regulations regulating agencies;

"Connected Party" means any person, firm, company or third party associated or connected with the Client;

“Contract Details” means the commercial terms (if any) in addition to or by way of variation to these Terms and Conditions as agreed as between the Company and the Client for the Introduction of any Candidate

"Engagement" means any contract or arrangement of whatsoever kind which shall include, without limitation, any contract of service or for services or of partnership or of joint venture which is made between the Client (and/or any Connected Party) and the Candidate at any time within 12 (twelve) months of the Introduction;

"Introduction" means any way in which the Company communicates to the Client the identity of a Candidate including but not limited to the submission of a CV whether or not the Candidate was previously known to the Client (save as provided for in clause 9(d) below.

"Remuneration Package" means such payments or benefits received by the Candidate (before tax and any other deductions) which are reasonably anticipated the Candidate will receive during the first year of Engagement which shall include but should not be limited to basic salary/wages, guaranteed bonus/commission, any allowances (of any kind) and/or any car (calculated at a rate of £[ ] per annum) provided that where such details are not known or otherwise disclosed by the Client to the Company the Company may take the remuneration package to be such amount as advised by the Candidate to the Company.

(b) In these terms and conditions words importing the singular shall include the plural and vice versa and any words importing the masculine gender shall include the feminine and neuter genders and vice versa. The headings in these terms and conditions are for convenience only and shall not affect the interpretation of these terms and conditions.

(c) These terms and conditions shall apply to all Assignments as conducted between the Company and the Client in respect to the Introduction and/or Engagement of any Candidate and shall for the avoidance of doubt apply to the exclusions above any other terms and conditions of business or any other representations or agreements save for any special conditions agreed by the parties. In the event of any conflict between these terms and conditions and any other terms these terms and conditions shall prevail unless expressly agreed in writing by a director of the Company. No variations shall be made to these terms and conditions without the written consent of a director of the Company and no employee, agent or servant of the Company shall have any authority to make any representations or to amend, vary or modify or waive the terms and conditions as set out hereunder.

(d) In the event that any provision as set out in these terms and conditions is unenforceable this shall in no way affect the validity or enforceability of any of the remainder of such provision or the remaining terms and conditions. Any such provision shall be deemed to be deleted for that purpose subject to any consequential modification as may be necessary for the purpose of such deletion.

2. Legally Binding Contract

(a) The contract between the Company and the Client shall comprise the Contract Details (if any) together with these Terms and Conditions. In the event of an ambiguity between the Contract Details and these Terms and Conditions the former will prevail.

(b) There shall be a separate legally binding contract in place as between the Company and the Client for each Candidate upon the Client’s acceptance of a CV for a Candidate, interviewing a Candidate or the Engagement of a Candidate (whichever is first in time) such contract to be subject to the Contract Details (if any) and these terms and conditions.

(c) For the avoidance of doubt the Client agrees that they shall be bound by these Terms and Conditions as from the date the first Introduction of any Candidate is made by the Company to the Client.

3. Client’s Obligations

(a) As soon as an offer of employment is accepted by a Candidate or otherwise upon the commencement of an Engagement (whichever is first in time) the Client shall notify the Company of the same.

4. Introductions

(a) Any Introduction of a Candidate to the Client is confidential and where such information is passed by the Client to any third party (whether a Connected Party or otherwise) and such party enters into such Engagement the Client shall be liable to pay a fee as provided for in clause 5 below as if the Engagement was as between the Client and the Candidate.

5. Services

(a) The Company shall provide (as required) the following services:-

(i) Contingency Assignments

(ii) Retained Assignments

(iii) Fixed Term Contracts

Full details of the services are available from the Company.

(b) The Client shall pay the Company a fee calculated as 20% of the annual Remuneration Package (or as may otherwise agreed in writing within the Contract Details at the date of the Introduction) upon the Engagement of the Candidate

(d) Any fixed term contract for less than 12 (twelve) months the Client shall pay a further premium of 5% of the Remuneration Package i.e. 25% as set out above on a pro rata basis.

(e) For any Candidate engaged under a Retained Assignment the fee as set out in 4 above shall unless otherwise agreed in writing be paid as to one third at the commencement of the assignment (retainer fee), one third at the short-list stage (short list fee) and the balance upon completion of the assignment (completion fee). In the event a Retained Assignment is cancelled following commencement, the Client will in addition to any fees paid will also be liable for a 10% cancellation fee of the Remuneration Package.

6. Payment

(a) The fee shall become due and payable within 7 days of the date of invoice following the Engagement of the Candidate.

(b) The Company reserves the right to be paid a fee based on the total Remuneration Package actually earned and/or paid during the Candidate’s first 12 months of Engagement should such Remuneration Package exceed the Remuneration Package as defined.

(c) The Company reserves the right to charge interest on any fees overdue by more than 7 days at the rate of 2% for each period of 30 days or part thereof until payment is made.

7. Guarantee Period

(a) If the Engagement of any Candidate is terminated within three months of the date of the Engagement the Company shall be entitled to a refund as set out in the table below subject to clause 8(b) below.

Period of Engagement

Refund as percentage of Fee paid

For one month 100%

For more than one month but less than two months 50%

For more than two months but less than three months 25%

More than three months No refund

(b) Payment of any refund shall be subject to:-

(i) any invoice for the Candidate having been paid on time and in full; and

(ii) the Client having notified the Company of termination of Engagement within 7 days of the same; and

(iii) termination of the Engagement is for any reason other than redundancy; and

(iv) the Client replacing the Candidate and the Company being permitted the opportunity by the Client to find a replacement Candidate within 12 weeks of formal notification of the termination of the Engagement.

8. Suitability of Candidate

(a) The Company shall provide to the Client the identity of the Candidate only and shall not take up references which shall be the responsibility of the Client. For avoidance of doubt the Client shall be responsible for ensuring the suitability of the Candidate which shall include verification of any written or oral statement made by the Company in respect to the Candidate.

(b) The Client shall retain responsibility for obtaining such work or other permits as may be necessary and satisfying itself that the Candidate has any specific requirements or qualifications as are required in relation to any particular Engagement.

(c) The Client shall ensure that it provides the Company with full details of any health and safety issues in respect to the position which is being offered.

(d) The Client may at any time prior to any Introduction notify the Company of any potential Candidate to which these terms and conditions should not apply save that otherwise these terms and conditions shall apply to the Engagement of any other Candidate.

9. Clients Obligations

(a) The Client shall not make any offer to a Candidate other than through the Company.

(b) The Company shall either at the same time or immediately making an offer to a Candidate notify the company of the full terms of the offer and or copy the company into any communications with the Candidate up to the commencement of the Engagement.

(d) The Client shall pay for the Company’s services in accordance with the terms of clause 6 (Fees).

10. Company Employees

The Client agrees that it shall not within 12 months of any Engagement solicit for employment or employ or engage any Company employee where such employee has been directly involved in the Assignment which results in such Engagement save that in breach of this provision the client shall pay to the Company a Fee in accordance with clauses 6 and 7 above.

11. Limitation and Indemnity

(a) The Company shall not be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered arising directly or indirectly from or in any way connected with any Engagement which shall include but not be limited to any such loss, injury, damage, expense or delay arising from or in any way connected with the suitability or otherwise of the Candidate for the Engagement, and/or any act or omission of the Candidate (whether wilful, negligent, fraudulent, dishonest, reckless or otherwise) and/or any loss, injury, damages, expense or delay incurred or suffered by the Candidate.

(b) Nothing in these terms and conditions shall exclude any liability of the Company for any personal injury or death resulting from the Company’s negligence, breach of statutory duty or any exclusion or limitation prohibited by law.

(c) Each Engagement shall be treated as an individual contract and the Client shall have no right of set-off or counterclaim in respect of separate Engagements.

(d) In consideration of the Company entering into an agreement with the Client under these terms and conditions the Client undertakes to indemnify the Company in respect of any liability of the Company arising out of any loss, injury, damage, expense or delay suffered or incurred by the Candidate howsoever arising, and/or any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly or in any way connected with the acts and omissions of the Candidate (whether wilful, negligent, fraudulent, dishonest, reckless or otherwise) save that this indemnity shall only apply in respect of any loss, injury, damage, expense or delay arising directly or indirectly or in any way connected with the Engagement.

(e) Any liability which the Company may have in connection with any Engagement shall be limited to the fee paid or due to the Company from the Client pursuant to clause 6 above.

12. Data Protection

(a) The Client agrees that it shall only process personal data provided by the Company concerning any Candidate relating to an Engagement or a potential Engagement in accordance with the data protection laws and regulations in place from time to time.

(b) The Company shall be entitled to hold and use information relating to the Client for the purpose of carrying out its business.

13. Notices

(a) In these terms and conditions any notices required to be served on the Company or the Client shall be deemed to be served:-

(i) if sent by post, on the second business day following date of posting; or

(ii) if sent by email on the date of receipt if sent between 9am and 5pm on a business day or otherwise on the next business day.

14. General

(a) No agreement to which these terms and conditions apply shall be assigned or transferred by the Client without the Company’s prior written consent.

(b) In the event of any conflict between the terms of the Contract Confirmation Form and these Terms and Conditions the latter will take precedence.

(c) The parties do not intend that any of these terms and conditions shall be enforced by any other party pursuant to the Contracts (Rights of Third Parties) Act 1999.

(d) In the event of any dispute between the parties they shall use all reasonable commercial efforts to settle any issue but failing settlement shall consider mediation in advance of the issue of legal proceedings. This requirement shall not apply to the recovery of unpaid Fees due to the Company by the Client.

(e) The agreement as between the Company and the Client comprising the Contract Confirmation Form and these Terms and Conditions shall be governed in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.

The Client acknowledges receipt of these Terms and Conditions and accepts all business conducted with the Company for permanent placements shall be in accordance with the terms as set out above. In the event these terms are not signed and returned to the Company the Client accepts that these terms shall be legally binding upon the first Introduction of a Candidate by the Company to the Client.

Signed ……………………………………………………………

Name ………………………………………………………

Position ……………………………………………………..

Date ………………………………………………..

Terms adopted June 2024

Terms and Conditions

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