Signed in as:
filler@godaddy.com
Signed in as:
filler@godaddy.com
SERVICES CONTRACT FOR THE PROVISION OF PERMANENT
RECRUITMENT & SEARCH SERVICES FOR CLIENT TBA
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This contract (Services Contract) is made on the DATE TBC between:
Innotech Recruit Limited is a company registered in England and Wales under number 11930968, whose registered office is situated at Innotech House, Beaminster Road, Stockport, Cheshire, SK4 3HT. (hereinafter called the “Company”);
and
CLIENT TBC, a company registered in the United States and whose registered office is situated at TBC
Referred to individually as Party and collectively herein as “Parties”.
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Table of Contents
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Definitions
1.1 In this Services Contract, the following definitions apply:
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Interpretation
2.1 References to the singular include the plural; references to the masculine include the feminine; reference to any clause is to a clause of this Services Contract. References to the Company shall include its subsidiaries or holding companies where appropriate. The headings in this Services Contract are for convenience only and do not affect their interpretation.
2.2 This Services Contract includes all Exhibits (including the Proposal), and subsequent amendments to this Services Contract shall be construed as an integrated part of this Services Contract.
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3. Scope of Service
3.1 Company is specialised in search of staff for employers. In reliance on the skill, knowledge and experience of the Company, the Client wishes to engage the Company to provide the Search Services in accordance with the terms of this Services Contract.
3.2 From the Service Commencement Date, the Company shall provide the Search Services and shall meet any applicable Service Levels as set out in the Proposal.
3.3 As further detailed in the Proposal, the Company agrees to work against one (1) Search Service mandate and the subsequent Placements resulting from the Search Service.
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4. Term
4.1 The Services supplied under this Services Contract shall continue to be supplied in accordance with this Services Agreement unless this Services Contract is terminated in accordance with clause 12.
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5. Notification and Fees
5.1 The Client agrees to notify the Company immediately after its offer of Placement to the Candidate has been verbally accepted and shall provide details of the full Remuneration package to the Company. If this information is not made available to the Company then the Company will make reasonable estimates based on current market conditions and information supplied by the Candidate. The Company reserves the right to make an additional charge if the full Remuneration package is greater than the sum estimated.
5.2 Pricing Structure
The Fees for Search Services shall be 20% of the first year’s Remuneration for JOB TITLE - TBC. Fees are payable in the following stages:
5.2.1 For any subsequent Placements resulting from the Search Service mandate, the Company shall become entitled to a lump sum fee equivalent to 20% of the first year’s Remuneration package (“Lump Sum Fee”). The Company shall be entitled to invoice for the Lump Sum Fee on written acceptance of the Candidate.
5.2.2 Speculative Candidate Submission & Talent Alert Placement Fee. For speculative candidate submissions or candidates showcased in the Talent Alert, where Innotech Recruit submits the details of a candidate for consideration by the client, if the client chooses to employ the candidate, the introductory fee applied shall be 15% of the first year's salary.
5.3 In addition to the Fees, the Client shall pay the Company such expenses as may be agreed between them.
5.4 All fees and any other charges payable under this Services Contract are calculated in US$ irrespective of the currency in which the Remuneration package is expressed and are exclusive of any applicable VAT, GST, or other sales tax. Fees due are free and clear from all deductions or withholdings whatsoever unless the deduction or withholding is required by law. If any deductions or withholdings are required by law to be made from any of the Fees payable, the Client shall pay to the Company such sum as will, after the deduction or withholding has been made, leave the Company with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.
5.5 The Client is responsible for all agreed expenses incurred by the Candidates in connection with the interview with the Client. Any expenses initially incurred by the Company or the Candidate shall be reimbursed at cost by the Client within fourteen (14) days of receipt of the Company’s invoice.
5.6 All invoices relative to all elements of the Fees set out in the Pricing Structure are payable in full within fourteen (14) days from the receipt by the Client of the Company’s invoice. Failure by the Client to settle any amounts owing by the due date shall entitle the Company to charge interest on invoiced amounts unpaid after the due date at the rate of 4% per annum above the base interest rate of Bank of America from the due date until the date of payment.
5.7 If the Client rejects a Candidate Introduced by the Company at any stage, or the Candidate rejects an offer made by the Client, and the Candidate is subsequently engaged or employed by the Client in any capacity whatsoever, within 12 months of the rejection, including when a Candidate is re-introduced from another source, the Client shall be liable to pay the Company’s Fees in full as calculated above.
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6. Satisfaction Guarantee
6.1 Should the Placement of a successful Candidate terminate within the first six months from the commencement date of the Placement for any lawful reason save redundancy or reorganisation of the Client’s business, then the Company shall use its reasonable endeavours to find a replacement at no additional charge to Client provided that:
(a) The Company has received payment of its Fees within fourteen (14) days from receipt of the invoice; (b) The Client did not employ or engage the Candidate with the intention or likelihood of terminating their engagement or employment or dispensing with the Candidate’s services without proper cause or with a view to obtaining unfairly from the Company a refund; (c) The Client shall have duly honoured all obligations made to the Candidate at the time of the Placement; (d) The Company is notified within seven (7) days from the date of termination of the Placement; and (e) The Candidate is not employed or engaged by a third Party pursuant to clause 8.1. (f) The Client can terminate the search engagement after the 2nd stage payment if no suitable candidate has been selected or offered employment.
6.2 If the Company is unable to find a suitable replacement within 3 months of the Candidate’s termination date, then the Client will be entitled to rebate in accordance with the Satisfaction Guarantee set out below:
For the avoidance of doubt and pursuant to clause 5.2 the above rebate applies to the Completion fee only or in respect of the Lump Sum Fee, this shall be 10% of the Lump Sum Fee.
6.3 No rebates are applicable in relation to invoiced costs or expenses, other than those set out above.
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7. Service Levels
7.1 The Client acknowledges that the provision of the Search Services relies on shared responsibilities between the Company, the Client and the Candidate.
7.2 Such Service Levels shall be set out from time to time in the Proposal.
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8. Introductions
8.1 An Introduction Fee calculated in accordance with clause 5.2 will be charged in relation to any Candidate engaged as a consequence of or resulting from an Introduction by or through the Company, whether direct or indirect, within 24 months from the date of the Company’s Introduction.
8.2 Any Candidates the client wishes the Company not to include in the Search Services must be disclosed before commencement. To avoid doubt, the associated Search Service Fees shall be due if a candidate has not been disclosed before the commencement of Search Services.
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9. Suitability and References
9.1 The Company endeavours to ensure the suitability of any Candidate Introduced to the Client by obtaining confirmation of the Candidate’s identity; that the Candidate has the experience, training, qualifications and any authorisation which the Client considers necessary or which may be required by law or by any professional body; and that the Candidate is willing to work in the position which the Client seeks to fill.
9.2 The Company endeavours to take all such steps as reasonably practicable to ensure that the Client and Candidate are aware of any requirements imposed by law or any professional body to enable the Candidate to work in the position the Client seeks to fill.
9.3 Notwithstanding clauses 9.1, 9.2, and 9.3 above, the Client shall satisfy itself as to the suitability of the Candidate, and the Client shall take up any references provided by the Candidate to it or the Company before engaging such Candidate. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Candidate, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Candidate is engaged to work.
9.4 To enable the Company to comply with its obligations under clauses 9.1, 9.2, and 9.3 above the Client undertakes to provide to the Company details of the position which the Client seeks to fill, including the type of work that the Candidate would be required to do; the location and hours of work; 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 to work in the position; and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks. In addition, the Client shall provide details of the date the Client requires the Candidate to commence, the duration or likely duration of the work; the minimum rate of Remuneration, expenses and any other benefits that would be offered; the intervals of payment of Remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with the Client.
9.5 The Company agrees to deliver the Search Services in accordance with the items set out in the Proposal.
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10. Restrictions
During the provision of Search Services, the Company agrees not to employ or instigate the employment or engagement of any employee of the Client, whether or not such person would be in breach of contract as a result of such employment or engagement.
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11. Liability
The Company shall not be liable under any circumstances 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 the Company seeking a Candidate for the Client or from the Introduction to or Placement of any Candidate by the Client or from the failure of the Company to introduce any Candidate. For the avoidance of doubt, the Company does not exclude liability for death or personal injury arising from its own negligence.
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12. Termination
12.1 Either Party may terminate this agreement or any contract incorporating this Services Contract, without cause, by serving thirty (30) days' written notice to the other Party.
12.2 In the event of termination of this Services Contract, the Client remains liable to pay to the Company all outstanding costs, Fees and out-of-pocket expenses incurred up to the termination date.
12.3 In the event of termination of this services contract, completion fees will still apply to any introduced candidates for the agreed period of 12 months, regardless of termination.
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13. Law
This Services Contract and any dispute or claim arising out of its subject matter or formation (including non-contractual disputes) shall be governed by, construed and interpreted in accordance with the laws of the State of Delaware, and shall be subject to the non-exclusive jurisdiction of the courts of Delaware.
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14. Compliance with US Laws
14.1 Both Parties agree to comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of their obligations under this Services Contract.
14.2 The Company shall ensure that all Candidates introduced to the Client are legally authorized to work in the United States and shall provide evidence of such authorization upon request by the Client.
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15. Data Protection and Privacy
15.1 The Parties agree to comply with all applicable data protection and privacy laws, including but not limited to the California Consumer Privacy Act (CCPA) and other relevant state laws.
15.2 The Company shall implement and maintain appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration, or disclosure.
15.3 The Client consents to the Company processing personal data of Candidates for the purpose of providing the Search Services, in accordance with applicable data protection laws.
Innotech Recruit Limited
Innotech House, Beaminster Road, Stockport, Cheshire, SK4 3HT, United Kingdom
Company Registration No. 11930968 | VAT No.GB 322 0723 49 | ICO Registration No. ZA526916
Copyright © 2024 Innotech Recruit - All Rights Reserved.