Client Terms & Conditions
1. Definitions:1.1 In these Terms the following definitions apply:
"Agency" means SHORESIDE whose company number is 15132619
"Business Day" means a day other than a Saturday, Sunday or Public or Bank Holiday.
"Cancellation Fee" means the fee payable by the Client to the Agency when the Client withdraws an Engagement Offer prior to Engagement Commencement and which is calculated in accordance with clause 3.12.
"Candidate" means the person (whether or not previously known to the Client) Introduced by the Agency to the Client for an Engagement including (without limitation) any officer, member, employee or other representatives of the Candidate if the Candidate is a corporate body or partnership (including limited or limited liability partnership), and members of the Agency's own staff.
"Client" means the person, firm or corporate body (together with any subsidiary or associated person, firm or corporate body (as the case may be)) to which the Candidate is Introduced.
"Placement" means the placement, employment or use of the Candidate by the Client or by any third party to whom the Candidate has been introduced by the Client (whether with or without the Agency's knowledge or consent), on a permanent or temporary basis, howsoever engaged (whether directly or indirectly and including (without limitation) under a contract of service or for services, under an agency, licence, franchise or partnership agreement, through a limited company of which the Candidate is an officer, employee or other representative or any other placement) and "Place", "Places" and "Placed" shall be construed accordingly.
"Placement Acceptance" means the Candidate's acceptance of a Placement Offer.
"Placement Commencement" means the commencement of a Placement.
"Placement Offer" means an offer of Placement made to a Candidate.
"Introduction" 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) and "Introduces" and "Introduced" shall be construed accordingly.
"Placement Fee" means the fee payable by the Client to the Agency on a Placement calculated in accordance with clause 3.3. "Replacement Candidate" means any Candidate Introduced by the Agency to the Client to fill the Placement following the Introduction of another Candidate whose Placement either did not commence or was terminated.
"Terms" means these terms of business.
"Vulnerable Person" means any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention, and includes any person under the age of eighteen.
1.2 Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.
1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.
2. The Contract2.1 These Terms constitute the contract between the Agency and the Client for the supply of permanent or contract staff (to be engaged directly by the Client) and are deemed to be accepted by the Client by virtue of either (i) an Introduction, a Placement Offer or a Placement (ii), a request by the Client to receive information regarding a Candidate or to interview a Candidate or (iii) the passing by the Client of any information about a Candidate to any third party. For the avoidance of doubt, these Terms apply whether or not the Candidate is Placed for the same type of work as that for which the Introduction was originally affected.
2.2 These Terms supersede all previous agreements and contain the entire agreement between the parties in relation to the subject matter hereof and shall prevail over any other terms of business or purchase conditions (or similar) put forward by the Client. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Agency which is not set out in these Terms.
2.3 No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a director of the Agency and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.
2.4 The Agency acts as an employment agency when Introducing Candidates to the Client for direct Placement by that Client.
2.5 It is the Client's responsibility to ensure that only one agency is engaged in respect of the Placement of a Candidate. The Client must inform the Agency immediately (and in any event prior to 2pm on the next business day) where it receives details of a Candidate from the Agency which it has already received from another agency. If either (i) no such notification is received by the Agency or (ii) the details of a Candidate sent by the Agency were received by the Client prior to the Client receiving the details of the same Candidate from another agency then, in the event of a (i) Placement Offer being made, the Client agrees the Agency is entitled to charge a Cancellation Fee, or (ii) Placement, the Client agrees the Agency is entitled to charge a Placement Fee, in each case notwithstanding that any additional fees may be payable by the Client to any other agency.
3. Notification and fees3.1 The Client agrees to:
(a) notify the Agency of the terms of any Placement Offer at the same time which it is made to the Candidate;
(b) notify the Agency immediately of any Placement Acceptance and to provide details to the Agency of the Remuneration agreed with the Candidate together with any documentary evidence as requested by the Agency; and
(c) pay the Placement Fee, to be calculated in accordance with the provisions of this clause 3, by the due date for payment in clause 3.9.
(d) notify the Agency immediately if a previously supplied CV is used to fulfil another role/s within 16 months of receiving it from the Agency.
3.2 The Placement Fee is payable if Placement Commencement takes place within the period of 16 calendar months from the latest of the date of (i) the Introduction, (ii) the Client's withdrawal of a Placement Offer, (iii) the Candidate's rejection of an offer of a Placement (iv) the last interview or other meeting or communication between the Client and the Candidate in the 16 months following the Introduction.
3.3 Placement Fees:
The Placement Fee is payable on Placement Commencement and is calculated as follows:
(i) for all (full-time or part-time) permanent Placements of an individual: the equivalent of 18% of the full gross annual salary.
(ii) for all (full-time or part-time) temporary Placements (whether employed on a daily, weekly or monthly basis up to a period of three (3) months), 20% of the accumulated salary earned for the period employed, subject to a minimum charge of £200
3.4 For the purposes of clause 3.3:
(a) "part-time" means 25 hours per week or less and "full-time" means more than 25 hours per week;
3.5 Where the actual Remuneration is not known to the Agency, the Agency will charge a Placement Fee calculated in accordance with clause 3.3 based on its determination of the Remuneration at its sole discretion but taking into account the market rate level of remuneration applicable for the position in which the Candidate has been Placed and with regard to any information supplied to the Agency by the Client and/or comparable positions in the market generally.
3.6 Where prior to Placement Commencement the Agency and the Client agree that the Placement will be on the basis of a fixed term of less than 12 months, the Placement Fee will apply pro-rata. If the Client (a) extends the Placement beyond the initial fixed term or (b) re-Engages the Candidate within 12 calendar months from the date of termination of the agreed period of the fixed term Placement, then the Client shall be liable to pay a further Placement Fee based on the additional Remuneration applicable for (a) the extended period of Placement or (b) the period of the second and any subsequent Placement, subject to the Client not being liable to pay a greater sum in Placement Fees than the Client would have been liable for under clause 3.3 had the Candidate first been Engaged for 12 months or more.
3.7 For the purposes of clause 3.3(ii), in circumstances where the average number of hours the Candidate is actually Placed in one working week increases within six months of the relevant Placement Commencement, the Placement Fee will be increased to reflect the increased average number of hours. To enable the Agency to calculate any increase in the Placement Fee and raise additional invoice(s) accordingly, the Client undertakes (i) to provide, promptly on request, details of the actual number of hours each week worked by the Candidate in such six-month period and (ii) that such details will be true, accurate and complete.
3.8 The Client's obligations under this clause 3 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.
3.9 The Placement Fee shall be payable within 30 days of the date of the Agency's invoice, which will be rendered at any time on or after the date of (i) Placement.
3.10 All invoices must be settled in full in GBP Sterling and for the avoidance of doubt the Client is solely responsible for paying all bank transfer, currency conversion and other fees and charges so that the full amount of the invoice is received by the Agency.
3.11 The Agency reserves the right to charge interest on invoiced amounts unpaid by the due date at the rate of 5% per month of late payment, based on the date of invoice.
3.12 If, after a Placement Offer has been made, the Client decides for any reason to withdraw it at any time prior Placement Commencement, the Client shall be liable to pay the Agency a Cancellation Fee calculated as 10% of what the Placement Fee would have been under clause 3.3 had Placement Commencement taken place.
4. Replacement4.1 If an offer has been made and accepted, the Client has paid the Introduction Fee, and the Engagement does not commence because the Candidate withdraws their acceptance, the Agency will find one replacement Candidate for the same Engagement at no further cost to the Client. If the Candidate’s Engagement has already commenced, but the candidate leaves within 3 months from the Date of Commencement, the Agency will find one replacement Candidate at no cost to the client.
4.2 In order to qualify for a Replacement Candidate the Client must have paid the Placement Fee in full by the due date and notified the Agency in writing of the termination of the Engagement within 7 days of its termination or non-commencement.
4.3 There must be no significant changes to the job specification which may have led to the Candidate terminating the Engagement and the Client must exclusively give the Agency eight weeks from the date of the notice of non-commencement or termination in which to find one suitable Replacement Candidate based on the original specification. The Agency will continue to search for one Replacement Candidate up to and including 12 weeks from the Date of Commencement. Should the Agency not find a suitable Replacement Candidate within the 12 weeks the Agency will be released of its obligations to find a free replacement Candidate for the Client and will instead be charged a full fee for any further Candidates engaged by the Client.
5. Introductions to third partiesIntroductions of Candidates are confidential. If a Client discloses a Candidate's details to a third party, that will be deemed to be a "Third Party Introduction". If that Third Party Introduction results in a Placement of the Candidate by the third party within 12 months of the Agency's Introduction of the Candidate to the Client, then the Client will be liable to the Agency for payment of a Placement Fee in accordance with clause 3. Neither the Client nor the third party shall be entitled to a refund of the Placement Fee under clause 4 in any circumstances.
6. Suitability checks6.1 The Agency shall use reasonable endeavours to ensure the suitability of Candidates Introduced to the Client to work in the position which the Client seeks to fill by taking reasonably practicable steps to:
(a) ensure that the Placement would not be detrimental to the interests of either the Client or the Candidate;
(b) ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body; and
(c) confirm that the Candidate is willing to work in the position.
6.2 Notwithstanding clause 6.1 the Client must satisfy itself as to the suitability of the Candidate for the position they are seeking to fill.
(a) The Client is responsible for: taking up any references provided by the Candidate before Placing the Candidate;
(b) checking the Candidate's right to work and obtaining permission to work as may be required by the law of the country in which
(c) the arrangement of medical examinations and/or investigations into the medical history of any Candidate; and
(d) satisfying any medical and other requirements, qualifications or permission required for the Candidate to work in the Placement.
6.3 To enable the Agency to comply with its obligations under clause 6.1, the Client undertakes to provide to the Agency details of the position which the Client seeks to fill, including (without limitation) the following:
(a) any information it has that suggests it would be detrimental to the interests of either the Client or the Candidate for the Candidate to work in the position which the Client seeks to fill.
(b) the type of work that the Candidate would be required to do.
(c) the location and hours of work.
(d) the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position.
(e) any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks.
(f) the date the Client requires the Candidate to commence the Engagement.
(g) the duration or likely duration of the Placement.
(h) the minimum rate of Remuneration, expenses and any other benefits that would be offered.
(i) the intervals of payment of Remuneration; and
(j) the length of notice that the Candidate would be entitled to give and receive to terminate their employment with the Client.
6.4 Where the Candidate is Introduced for a position which involves working with, caring for or attending a Vulnerable Person the Agency shall, in addition to the obligations in clause 6.1, take reasonably practicable steps to:
(a) obtain confirmation of the Candidate's identity.
(b) obtain confirmation that the Candidate has the experience, training, qualifications and any authorisation which the Client.
(c) obtain and offer to provide copies to the Client of two references from persons who are not relatives of the Candidate and who considers necessary or which may be required by law or by any professional body; and have agreed that the references they provide may be disclosed to the Client; and any relevant qualifications or authorisations of the Candidate. If the Agency has taken all reasonably practicable steps to obtain such information and has been unable to do so fully it shall inform the Client of the steps it has taken to obtain this information in any event.
7. Confidentiality and data protection7.1 All information relating to a Candidate is confidential and subject to the Data Protection Act 1998 ("DPA") and is provided solely for the purpose of providing work-finding services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes
(i) to abide by the provisions of the DPA in receiving and processing the data at all times;
(ii) not provide any information relating to any Candidate to any third party without the prior written consent of the Agency;
(iii) not to cause the Agency to breach the DPA; and
(iv) provide the Agency with any and all information requested by the Agency in a timely manner to assist the Agency to comply with its obligations under the DPA including (without limitation) any response to a Data Subject access request.
7.2 The Client undertakes that information relating to the Agency's business and any Candidate which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain (through no fault of the Client or breach of this clause 7) or is required to be disclosed by law.
8. Liability8.1 The Agency shall not be liable under any circumstances whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with (i) the Agency seeking a Candidate for the Client (ii) the Introduction to or Placement of any Candidate by the Client (iii) the failure of the Agency to introduce any Candidate (iv) any act or omission of any Candidate (whether wilful, negligent, fraudulent, reckless or otherwise). Nothing in these Terms shall limit or exclude the Agency's liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.
8.2 The Client shall indemnify the Agency against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Agency arising out of or in connection with (i) the Client's breach or negligent performance or non-performance of these Terms (ii) the Agency's enforcement of these Terms.
9. NoticesAll notices which are required to be given in accordance with this Agreement shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.
10. General10.1 A waiver by the Agency of any right under these Terms is only effective if it is confirmed in writing by a director of the Agency and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by the Agency in exercising any right or remedy under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
10.2 If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws.
10.3 No third party is intended to have any rights under or in connection with these Terms.
10.4 On termination of these Terms for any reason, clauses which expressly or by implication have effect after termination (including, for the avoidance of doubt, clauses 7 to 11 (inclusive)) shall continue in full force and effect.
11. Governing law and jurisdictionThese Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the Client irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
Last revised – November 2022