SHIELDS Facility & Manpower Services – Terms of Service and Trade
1. DEFINITIONS
1.1 “SFMS” shall mean SHIELDS Facility & Manpower Services its successors and assigns or any person acting on behalf of and with the authority of SHIELDS Facility & Manpower Services.
1.2 “Client” shall mean the person, firm or corporate body described as such on the invoices, application for credit, quotation, work authorization or any other forms to which these terms and conditions apply, and shall mean any person acting on behalf of and with the authority of such person or firm or corporate body.
1.3 “Engagement” shall mean the engagement, employment or use of the Candidate by the Client.
1.4 “Fee” shall mean the percentage of the Remuneration, which is payable by the Client to SFMS for the Introduction of the Candidate in accordance with Clause 3 of this contract.
1.5 “Introduction(s)” shall mean the introduction of a Candidate to the Client by SFMS where the Fee is payable only upon the Candidate’s acceptance of the Client’s offer of an Engagement. No prior specific instruction from the Client is required to effect an Introduction.
1.6 “Remuneration” shall mean the aggregate gross annual taxable salary payable to or receivable by the Candidate pursuant to the Engagement.
1.7 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis.
1.8 “Services” shall mean all services supplied by SFMS to the Client whereby Candidates are recruited into temporary, contract or permanent employment in line with these terms and conditions and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
1.9 “Candidate” shall mean an applicant for a temporary, contract or permanent position of employment introduced to the Client by SFMS.
2. ACCEPTANCE
2.1 Any instructions received by SFMS from the Client for the supply of Services and/or the Client’s acceptance of Services supplied by SFMS shall constitute acceptance of the terms and conditions contained herein.
2.2 Introductions are effected by SFMS and are deemed to be accepted by the Client upon the Client’s request for details of Candidates or interview with Candidates (whether by telephone, video call or in person).
2.3 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Fee.
2.4 Upon acceptance of these terms and conditions by the Client the terms and conditions are irrevocable and can only be amended with the written consent of SFMS.
2.5 The Client undertakes to give SFMS at least fourteen (14) days notice of any change in the Client’s name, address and/or any other change in the Client’s details.
3. THE CONTRACT
3.1. These terms of business (“the Terms”) constitute the contract between SFMS and the Client for the supply of permanent, temporary or contract staff (to be engaged directly by the Client) and are deemed to be accepted by the Client by virtue of its request for an interview or information in relation to a Candidate Introduced by SFMS or an Introduction or the Engagement of a Candidate, or the passing by the Client of any information about a Candidate to any third party following an Introduction.
3.2. These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a director of SFMS, these Terms prevail over any other terms of business or purchase conditions (or similar) put forward by the Client.
3.3. No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a Director of SFMS 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.
3.4. SFMS acts as an employment agency when Introducing Candidates to the Client for direct Engagement by that Client.
3.5. For the avoidance of doubt these Terms shall only apply to the Introduction of Candidates by SFMS.
4. FEE AND PAYMENT
4.1 It is the responsibility of the Client to issue a relevant Purchase Order prior to the Candidate’s start date. Failure by the Client to do so will not, under any circumstances whatsoever, be accepted as grounds for failure to pay SFMS fees as per the payment terms agreed between SFMS and the Client.
4.2 SFMS may, at its sole discretion, delay rendering its invoice until the successful Candidate’s start date.
4.3 Time for payment for the Services shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due, at SFMS's sole discretion:
(a) fourteen (14) days following the date of the invoice for Introduction services and out-of-pocket expenses; and
(b) seven (30) days following the date of the invoice for hiring or appointing the candidate.
4.4 At the SFMS's sole discretion 100% of the Fee shall be due on the event of Introduction(s), upon the Candidate’s commencement of employment with the Client.
4.5 For the purpose of Fee calculation:
(a) remuneration DOES NOT include bonus/profit share, allowances and any signing-on payment or equivalent, payment of pension contributions (whether to the Client’s or Candidate’s own scheme), company vehicle, or any housing or accommodation allowances.
(b) Where the salary offered to the Candidate is expressed to be net, (i.e. after deductions) then for the purposes of calculating the Remuneration this will be grossed up to reflect the value prior to tax or other deductions, by a percentage agreed between SFMS and the Client, or failing agreement, by a factor of 40%.
4.6 In the event of a Candidate engaged by the Client as a consequence of or resulting from an Introduction by or through SFMS, during the preceding 12 months period, SFMS shall, at its own discretion, charge the Client with the relevant placement Fee.
4.7 In the event of a Candidate being employed for an agreed set period and having completed the initial contract if the Candidate is subsequently offered a permanent contract by the Client within a six (6) month period of the completion date of the initial contract, SFMS is entitled, in its
own discretion, to charge an additional agreement fee of the original placement Fee.
4.8 In the event of a Candidate attending an interview and not being offered a position immediately but subsequently being hired within six (6) months from the date of the interview, SFMS shall, at its own discretion, charge the Client with the relevant placement Fee.
4.9 In the event where the Client introduces a Candidate, that has been previously introduced to them by SFMS, to a third party and subsequently the third party engages the Candidate within employment within 12 months of the date of the Introduction, SFMS shall, at its own discretion, charge the Client with a placement Fee in respect of that Candidate.
4.10 In the event where a Candidate introduced by SFMS to the Client is already known to the Client as a result of direct contact or contact through another agency/consultancy, the Client shall notify SFMS of that fact within four (4) working days from the Introduction. Failure to comply will result with the Client liability to pay a placement Fee in the event of its Engagement of that Candidate within 12 months of the Introduction. In each case the Fee will be equal to the sum which would have been payable if the original Introduction had resulted in an Engagement.
4.11 All out-of-pocket expenses incurred by SFMS including, but not limited to, research, traveling expenses, interview expenses, will be invoiced in addition to the Fee(s), where such expenses have been agreed in advance between SFMS and the Client.
4.12 The services of Candidates taking up contract employment with the Client will be invoiced at an agreed hourly/daily/weekly rate.
4.13 Invoices for contract employment will be raised monthly and are payable on receipt.
4.14 Payment will be made by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Client and SFMS.
4.15 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Fee.
4.16 Receipt by SFMS of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honored, cleared or recognized and until then SFMS's ownership or rights in respect of the Services shall continue.
5. GUARANTEE
5.1 In the event of a Candidate ceasing employment within three (3) months of the commencement date, the Client shall notify SFMS in writing within seven (7) days of termination. SFMS shall, at its own discretion, undertake to supply a replacement at no additional cost.
5.2 Guarantees do not apply to replacement Candidates and are dependent on invoices and all moneys due from the Client being paid by the due date.
5.3 The guarantee in Clause 5.1 shall not cover any termination of employment which may be caused or partly caused by or arise through reasons beyond SFMS's control including, but not limited to:
(a) redundancy, consultancy closure, restructuring, change of management or significant change in job description; or
(b) employment termination not in accordance with any applicable code of practice.
6. DEFAULT & CONSEQUENCES OF DEFAULT
6.1 If any account remains overdue after thirty (30) days then a late payment fee of 5.00% of the amount overdue shall be levied for administration Fees which sum shall become immediately due and payable.
6.2 If the Client defaults in payment of any invoice when due, the Client shall indemnify SFMS from and against all costs and disbursements incurred by SFMS in pursuing the debt including legal costs on a solicitor and own client basis and SFMS's collection service costs.
6.3 Without prejudice to any other remedies SFMS may have, if at any time the Client is in breach of any obligation (including those relating to payment); SFMS may suspend or terminate the supply of Services to the Client and any of its other obligations under the terms and conditions. SFMS will not be liable to the Client for any loss or damage the Client suffers because SFMS exercised its rights under this clause.
6.4 Without prejudice to SFMS's other remedies at law SFMS shall be entitled to cancel all or any part of any order of the Client which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to SFMS shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to SFMS becomes overdue, or in SFMS's opinion the Client will be unable to meet its payments as they fall due; or
(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
7. CLIENT'S RESPONSIBILITIES
7.1 It is the Client’s responsibility to:
(a) ensure that all future communication with Candidates is performed with the consent of SFMS; and
(b) treat the initial 12 weeks of employment as a “mutual responsibility” period and ensure that the new employee is given a robust induction and all necessary training and support during the early stages of their tenure; and
(c) ensure at the time of interview with a Candidate that they are satisfied with the Candidate’s qualifications, capability, integrity and suitability to the position specification; and
(d) take up any references (including the confirmation of any professional or academic qualifications); and
(e) arrange all medical examinations and investigations of the Candidate; and
(f) obtain any work or other permits; and
(g) familiarize themselves with all relevant legislation regarding employment of Candidates.
8. ASSIGNMENT
8.1 These Terms shall not be assigned or transferred by the Client except with the prior written consent of SFMS.
8.2 SFMS shall be entitled (without the consent of Client) to transfer these Terms and/or assign its obligations, rights and benefits in these Terms to a third party.
9. GENERAL
9.1 Each clause of this contract is severable and distinct from the others. If any provision of these terms and conditions is or becomes invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
9.2 After an initial interview with the Candidate any and all direct communication by the Client with the Candidate will be solely with the written consent of SFMS.
9.3 SFMS shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by SFMS of these terms and conditions.
9.4 In the event of any breach of this contract by SFMS the remedies of the Client shall be limited to damages. Under no circumstances shall the liability of SFMS exceed the Fee of the Services.
9.5 The Client shall not be entitled to set off against or deduct from the Fee any sums owed or claimed to be owed to the Client by SFMS.
9.6 SFMS reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which SFMS notifies the Client of such change. Except where SFMS supplies further Services to the Client and the Client accepts such Services, the Client shall be under no obligation to accept such changes.
9.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
10. DISCLAIMER
10.1 SFMS interviews Candidates and obtains details from them of their qualifications, skills and experience, which SFMS records and retains. The information contained in SFMS's assessment and report is therefore based on details supplied to SFMS and is correct to the best of SFMS's knowledge. SFMS accepts no responsibility whatsoever for errors, omissions or incorrect conclusions.
10.2 Whilst SFMS endeavors to select Candidates which, in SFMS's opinion, are most suitable to the Client’s needs, SFMS shall accept no liability on behalf of themselves, SFMS's employees, agents or assigns for any loss or damage, costs of compensation, howsoever caused, which the Client may suffer or for which the Client may become liable arising out of, or in connection with, or as a result of, the introduction by SFMS to the Client, of any Candidate.
10.3 SFMS cannot accept responsibility for any loss or expense incurred due to the Client’s lack of familiarity with any relevant legislation regarding employment of Candidates, or as a result of any infringement.
