SERVICES CONTRACT FOR THE PROVISION OF PERMANENT
RECRUITMENT & SEARCH SERVICES
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These Terms of Business (the "Agreement") are entered into between Innotech Recruit Limited (registered company no. 11930968) “The Agency”, with its registered office at Beaminster House, Stockport, Cheshire, SK4 3HT, United Kingdom and the client named in the accompanying proposal or engagement letter (the "Client").
1. Introduction
1.1. Innotech Recruit Limited is a recruitment agency specializing in the sourcing and placement of candidates for the Client’s business. These Terms of Business govern the relationship between Innotech Recruit Limited and the Client for the provision of recruitment services.
1.2. By engaging Innotech Recruit Limited to source and place candidates, the Client agrees to be bound by these Terms of Business.
2. Services Provided
2.1. Innotech Recruit Limited will source and introduce candidates for consideration by the Client for roles as specified by the Client. The introduction of candidates is based on the Client’s specifications, including job descriptions, qualifications, experience requirements, and other criteria.
2.2. Innotech Recruit Limited will take reasonable steps to ensure that all candidates introduced meet the Client's requirements, but the Client acknowledges that the ultimate responsibility for hiring decisions rests with the Client.
3. Introduction and Placement Fee
3.1. The Client agrees to pay Innotech Recruit Limited a placement fee for each candidate who is successfully placed in a role with the Client. This fee is calculated as a percentage of the candidate’s first-year salary, as agreed upon in writing at the time of the introduction.
3.2. Unless otherwise agreed in writing, the standard fee is 20% of the candidate’s first-year salary.
4. Commencement Fee
4.1. Upon engagement of Innotech Recruit Limited's recruitment services, the Client agrees to pay a commencement fee of 20% of the estimated first-year salary of the role(s) for which candidates will be sourced.
4.2. The commencement fee is payable upon agreement to proceed with recruitment services and will be credited against the final placement fee when a candidate is successfully placed.
4.3. The commencement fee is non-refundable and will not be credited against the fee for any future placements if the Client decides not to move forward with recruitment.
5. Speculative Candidate Submissions/Talent Alert Candidates
5.1. In addition to the standard recruitment services, the Client may receive speculative candidate submissions, which may include Talent Alert candidates. These candidates are identified by Innotech Recruit Limited based on industry trends, market insights, or the Client’s general hiring needs.
5.2. The Client agrees to pay a fee of 15% of the candidate’s first-year salary for any Talent Alert candidates introduced and successfully placed with the Client.
5.3. A “Talent Alert candidate” is defined as a candidate introduced by Innotech Recruit Limited who has not been specifically requested by the Client but is considered by Innotech Recruit Limited to be a good fit for the Client’s business needs, based on its ongoing recruitment activity or the candidate's qualifications.
5.4. The placement fee for Talent Alert candidates is payable under the same terms as outlined in Section 3.1, with payment due within 14 days of the candidate’s start date.
6. Replacement Guarantee
6.1. In the event that a candidate introduced and placed by Innotech Recruit Limited leaves the Client’s employment within the first 12 weeks from the candidate’s start date, Innotech Recruit Limited will provide a replacement candidate at no additional cost to the Client, subject to the terms outlined below.
6.2. Innotech Recruit Limited agrees to provide a suitable replacement candidate within 3 months from the candidate’s termination date.
7. Payment Terms
7.1. The Client agrees to pay the placement fee as outlined in Sections 3, 4.1, and 5.4 within 14 days of the candidate's start date. All payments are due in full, unless otherwise agreed in writing.
7.2. The Agency reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment.
7.3. The Client agrees to pay any additional costs associated with the recruitment process, including but not limited to advertising costs, background checks, or other assessments, if applicable and agreed upon in advance.
7.4. VAT is charged at the standard rate on all fees
8. Candidate Ownership
8.1. Candidates introduced by Innotech Recruit Limited are the intellectual property of Innotech Recruit Limited for a period of 12 months from the date of introduction.
8.2. If a candidate introduced by Innotech Recruit Limited is hired by the Client within the period specified in Section 8.1, regardless of whether the candidate was hired due to direct introduction or as a result of subsequent contact by the Client, the Client is still liable for the placement fee as outlined in Section 3.
9. Termination of Agreement
9.1. Either party may terminate this Agreement by providing 30 days' written notice to the other party.
9.2. If the Client terminates the Agreement, Innotech Recruit Limited is entitled to any fees for candidates introduced prior to termination, and the Client agrees to honour the terms of payment for those candidates.
10. Confidentiality
10.1. Both parties agree to keep confidential any and all information related to candidates, terms of business, and other proprietary information disclosed during the recruitment process.
10.2. This confidentiality obligation will continue beyond the termination of this Agreement.
11. Data Protection
11.1. Definitions: For the purposes of this clause, the terms used (e.g., "Data Protection Laws," "Personal Data," "Data Subject," etc.) have the meanings ascribed to them under applicable Data Protection Laws, including the GDPR, Data Protection Act 2018, and related regulations.
11.2. Data Controllers: Each Party (Agency, Consultancy, and Client) shall be considered a Controller of the Shared Personal Data, and they must ensure that data is shared and managed in compliance with Data Protection Laws.
11.3. Compliance with Data Protection Laws: Each Party agrees to comply with all applicable Data Protection Laws when exercising and performing its obligations under this Agreement.
11.4. Agency’s Obligations: The Agency will:
11.5. Responsibilities for Data Subject Requests and Complaints:
11.6. Indemnity: Each Party (the "Indemnifying Party") will indemnify the others for any loss or liability arising from a breach of its obligations under this clause, including fines, compensation, and costs. The Agency will indemnify the Client for any third-party costs arising from its breach of this clause.
11.7. Material Breach: Any breach of obligations under this clause by the Agency is considered material for the purposes of this Agreement.
11.8. Survival: The obligations of this clause will continue even after the termination of this Agreement.
12. Governing Law and Jurisdiction
The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of England, and each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any such dispute or claim.
13. Miscellaneous
13.1. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, whether written or oral.
13.2. No amendments or modifications to this Agreement will be valid unless made in writing and signed by both parties.
13.3. Current Agreements Supersede These Terms: The Client agrees that any current written agreements between the Client and Innotech Recruit Limited for recruitment services will supersede and take precedence over the terms outlined in this Agreement. This Agreement will not apply if any prior agreement is in place and remains valid.
Innotech Recruit Limited
Innotech House, Beaminster Road, Stockport, Cheshire, SK4 3HT, United Kingdom