Upon full execution of the Signature Sheet, both Parties shall be bound by the Terms and Conditions found herein.
Whereas:
- MHR desires to retain the Company for use of Recruitment Services from time-to-time; and
- The Company is willing to provide Recruitment Services as a recruitment agency on the Terms and Conditions set herein.
Both Parties hereby agree as follows:
1. Definitions
The word in the left hand column shall have the meaning attributed to it on the right hand column.
“Agreement”
Shall mean the Signature Sheet along with these Terms and Conditions, which together shall form the Agreement between the Parties.
“Applicant”
Shall mean any person Introduced by the Company to MHR, warranted as suitable by the Company in accordance with the provisions of these Terms and Conditions. For the avoidance of doubt, a person already known and engaged by MHR shall not qualify as an Applicant pursuant to these Terms and Conditions.
“Associated Company”
Shall mean MHR and each and any holding company or subsidiary of MHR or of its holding company from time to time (for which purpose “holding company” and “subsidiary” shall have the meanings given to them in Section 1159 of the Companies Act 2006).
“Company”
Shall mean the “Company” as stated on the Signature Sheet, whom for the purpose of these Terms and Conditions, is the supplier of the Recruitment Services.
“Confidential Information”
Shall mean all information shared by one Party with the other, including but not limited to, its business, finances, customers, services, processes and products communicated or received in any way whatsoever including, but not limited to, orally, in writing, electronically or obtained through observation. All such information which is designated as confidential or which is otherwise clearly confidential in nature shall constitute “Confidential Information”.
“Data Protection Legislation”
Shall mean the Data Protection Act 1998, and the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation as amended or updated from time to time in, or applicable to, the United Kingdom.
“Introduction”
Shall mean the presentation of an Applicant to the MHR recruitment team, the date of which shall be recorded, and evidenced by the Company (when requested by MHR), for the purposes of establishing a potential Introduction Period. The Company shall ensure it provides substantial detail, where possible, to allow for MHR to make an assessment of suitability of the Applicant prior to interview.
“Introduces”, “Introduced” and similar variations thereof shall be interpreted in accordance with this definition.
“Introduction Period”
Shall mean 3 months from the Introduction date.
“Effective Date”
Is as stated in clause 1.6.
“Employment”
Shall mean an offer for the employment or use of an Applicant as an employee in any capacity whatsoever whether temporary, fixed term, permanent or as a contractor, made by MHR (or an MHR Associated Company) via a written contract.
“Employment Contract”
Shall mean the written contract of employment between MHR and the Applicant.
“Fees”
Fees payable by MHR shall represent a percentage equal to 13.5% of the Applicant’s first year’s gross basic salary (as outlined in the Employment Contract). Fees shall be calculated pro-rata in the event of an offer for Employment less than one year.
“Force Majeure”
Shall mean an event which is beyond the control of an affected Party and which such Party could not anticipate or mitigate by means of insurance, contingency planning or any other prudent business means. Any event will only be considered Force Majeure if it is not attributable to the wilful act, negligence, default or other failure to take reasonable precautions to the affected Party, its agents, employees or contractors. Industrial dispute or action shall not give rise to an event of Force Majeure.
“MHR”
Shall mean MHR International UK Limited (or “MHR”), a company registered in England and Wales under number 1852206, of Peterbridge House, 3 The Lakes, Northampton, NN4 7HB.
“Party” or “Parties”
Shall mean the Company and/or MHR.
“Personal Data”
Shall have the meaning given to it in the Data Protection Legislation.
“Recruitment Services”
Shall mean the sourcing and processing of suitable Applicants by the Company for MHR in accordance with these Terms and Conditions.
“Signature Sheet”
Shall mean the document which is to be signed by both Parties, which details, inter alia, the Company name.
“Specification”
Shall mean a submission of information by the MHR recruitment team to the Company which details, inter alia, the required attributes (both personal and professional), the vacancy title, the type of work to be performed, the primary working location, hours, and budget (where possible) for an MHR vacancy of which the Company’s Recruitment Services are required.
“Start Date”
Shall mean the Applicant’s first working day at MHR, as detailed within their Employment Contract.
“Term”
Is as stated in clause 1.6.
“Working Days”
Shall mean any day other than Saturdays, Sundays and English bank, and other public holidays.
1.2 A reference to a statutory provision shall be construed as including a reference to that provision as amended, consolidated or re-enacted (whether before or after the Effective Date).
1.3 Any headings are used for ease of reference only and shall not affect the construction of any provisions of these Terms and Conditions.
1.4 Where the context admits or requires the singular it shall include the plural and the masculine shall include the feminine and vice versa.
1.5 If there is conflict between any provisions in these Terms and Conditions and any Specification or Signature Sheet, then unless expressly stated to the contrary, these Terms and Conditions shall take precedence.
1.6 These Terms and Conditions shall be effective from the date of the last signature on the Signature Sheet (the “Effective Date”) and shall continue to govern in full force and effect until terminated by either Party in accordance with clause 8 (the “Term”).
2. Services
2.1 MHR shall initiate the Recruitment Services via providing the Specification to the Company. Under no circumstance may the Company make contact, whether direct or indirect with any MHR employee who does not form part of the MHR recruitment team for the purpose of Recruitment Services without the MHR recruitment team’s prior consent.
2.2 Upon receipt of the Specification, the Company shall use all reasonable endeavours to provide MHR with a suitable Applicant for Introduction in a timely manner. The vacancy to which the Recruitment Services are relevant to shall be provided to the Company on an exclusive basis until and unless otherwise notified, the discretion of which remains with MHR at all times.
2.3 Post an accepted offer of Employment from the Applicant, the Company shall be responsible for the following:
2.3.1 obtaining references (including but not limited to the confirmation of any professional or academic qualifications);
2.3.2 arranging any required medical examination and investigations; and
2.3.3 obtaining any work and other permits.
2.4 Both Parties shall work in good faith to ensure an efficient level of communication regarding the Recruitment Services is maintained. In particular MHR shall endeavour to provide the Company with necessary interview availability, feedback post interview and CV submission.
3. Remuneration
3.1 Invoices shall be submitted by the Company post signature of the Employment Contract. MHR shall then pay to the Company the Fees within 30 days from the receipt date of invoice. Any disputed amount shall be raised by MHR within 14 Working Days of said receipt date. For the avoidance of doubt, no Fees shall be payable to the Company for Recruitment Services performed in non-compliance with clause 2.1.
3.2 Unless expressly agreed otherwise, MHR shall not be liable for any of the Applicants or the Company’s out-of-pocket expenses incurred in relation to the Recruitment Services.
3.3 In the event of the following, MHR shall be entitled to a refund (or discount, as may be applicable) of the Fees at the rates listed in clause 3.4:
3.3.1 MHR lawfully terminates the Employment for any reason other than redundancy; or
3.3.2 the Applicant submits notice to, or terminates the Employment Contract;
3.4 Compensation shall be due at the following applicable rates, payable by the Company within 14 days (where applicable):
Time period from the Start Date
Refund/Discount Applicable
Up to 4 weeks inclusive
90% of the Fees paid
5-8 weeks inclusive
60% of the Fees paid
9-12 weeks inclusive
50% of the Fees paid (or a 50% discount on finding a replacement Applicant*)
13-16 weeks inclusive
15% of the Fees paid (or a 15% discount on finding a replacement Applicant*)
*Where an option for a discount applies in lieu of a refund, the Company shall have sole discretion in which option it chooses. The Company shall only be entitled to 1 replacement Applicant per vacancy, in the event the replacement Applicant meets the criteria of clause 3.3, MHR shall be automatically entitled to the applicable refundable amount.
3.5 In the event that the Applicant’s Employment Contract includes no clear Start Date, then the date of the Employment Contract itself shall apply for the purposes of calculating any refund or discount due pursuant to 3.4.
3.6 For the avoidance of doubt, MHR shall be liable for Fees whereby:
3.6.1 the Applicant is offered and accepts Employment, even if said Employment is for a different Specification or vacancy to that of which they were Introduced; and
3.6.2 if the Applicant is offered and accepts Employment within the Introduction Period, even if said Employment is for a different Specification or vacancy to that of which they were Introduced.
4. Company Obligations
4.1 The Company shall use all reasonable efforts to ensure the suitability of any Applicant prior to Introduction to MHR, this shall include ensuring the Applicant meets the relevant non-negotiable Specification (as may be outlined by MHR from time-to-time). Without prejudice to MHR’s remedies available pursuant to applicable law or these Terms and Conditions, both Parties do however agree that it is for MHR to satisfy itself of the suitability of an Applicant prior to entering into an Employment Contract.
4.2 Where applicable, and pursuant to an event of clause 3.3, the Company shall use all reasonable endeavours to find a replacement Applicant within a timely manner. The Company shall ensure regular updates are communicated to the MHR recruitment team regarding a replacement Applicant. Failure of the Company to replace the Applicant for any reason shall result in the discount being transferrable to a future or separate vacancy. Such transfer shall be agreed between the Parties in good faith. Failure of the Parties to agree shall result in a refund to MHR at the rates found in clause 3.4.
4.3 The Company hereby warrants that it shall perform the Recruitment Services in accordance with applicable law as a recruitment agency, in particular it shall not discriminate against any Applicant whether directly or indirectly, on any grounds/characteristic as protected by the Equality Act 2010.
5. MHR Obligations
5.1 MHR shall endeavour to promptly notify the Company upon:
5.1.1 MHR making an offer of Employment to an Applicant;
5.1.2 any subsequent rejection or acceptance of an offer pursuant to clause 5.1.1; and
5.1.3 an event pursuant to clause 3.3 occurring.
5.2 The MHR recruitment team warrants not to directly recommend an Applicant to any third party for hire. It may however, identify to the Company, a potentially interested third party.
5.3 MHR agrees to provide sufficient information in the Specification to enable the Company to assess the suitability of an Applicant prior to Introduction.
6. Confidentiality
6.1 The Parties may receive from the other Party Confidential Information, in which event neither Party shall use, copy or disclose said Confidential Information to any third party without the other Party’s written consent. Nothing in this clause 6.1 shall however prevent either Party from disclosing Confidential Information internally or to an Applicant where it is, necessary, reasonable to do so, and whereby those such internal representatives and/or Applicant(s) are contractually bound not to disclose the same.
6.2 The restrictions in 6.1 shall not apply to:
6.2.1 items which were already in the possession of the Party concerned before disclosure (except as a result of breach of these Terms and Conditions);
6.2.2 items obtained from another source which is free to disclose the same; and
6.2.3 items which are in the public domain (except as a result of breach of these Terms and Conditions);
6.3 Both Parties shall ensure that any Personal Data of an Applicant shared pursuant to the Recruitment Services under these Terms and Conditions are used and processed in accordance with Data Protection Legislation.
6.4 Each Party shall fully indemnify the other for any losses suffered or incurred by the other as a result of a breach of this clause 6.
7. Liability
7.1 Nothing in these Terms and Conditions shall exclude or limit the liability of either Party for death or personal injury caused by that Party’s negligence, or for fraudulent misrepresentation.
7.2 Subject to clause 7.1, MHR shall not under any circumstances have any liability for any loss or damage which may be suffered by the Company (or any other person having benefit of these Terms and Conditions) whether arising in respect of breach of contract or any representation or tortious act or omission (including negligence and breach of statutory duty) or otherwise howsoever arising under or in connection with these Terms and Conditions, and which falls within any of the following categories:
7.2.1 indirect or consequential loss or damage (irrespective of whether the Company was aware of the circumstances giving rise to such loss or damage);
7.2.2 loss of profits;
7.2.3 loss of revenue;
7.2.4 loss of anticipated savings;
7.2.5 loss of business opportunity; or
7.2.6 loss of goodwill.
7.3 Other than the liability referred to in 7.1, the total aggregate liability of MHR in connection with a breach of these Terms and Conditions (whether arsing in contract, tort or otherwise) shall be limited to an amount equal to 125% of the total Fees paid in the annum of which the breach occurred.
7.4 Other than liability pursuant to clauses 7.1 and 6, the total aggregate liability of the Company in connection with a breach of these Terms and Conditions (whether arising in contract, tort or otherwise) shall be limited to an amount equal to 200% of the total Fees paid in the Term.
8. Termination
8.1 Conditional upon clause 8.3, these Terms and Conditions, including any request for Recruitment Services pursuant to them, may be terminated by either Party immediately via written notice to the other.
8.2 Termination of MHR for whatever reason shall be without liability to the Company.
8.3 Termination by the Company pursuant to clause 8.1 where the Company still owes a replacement Applicant pursuant to clause 3 (of which the refund at the rate stated within clause 3.4 has not been paid in full), shall be subject to a refund being paid at 100% of the Fees paid for that particular Applicant. Such payment shall have cleared in MHR’s account prior to the exercise of termination by the Company pursuant to clause 8.1.
8.4 These Terms and Conditions, including any request for Recruitment Services pursuant to them, may be terminated:
8.4.1 by either Party immediately if the other Party commits a material breach of these Terms and Conditions which (in the case of a breach capable of being remedied) has not been remedied within 14 Working Days of a written notice from the Party not in default requiring the other Party to remedy the breach;
8.4.2 immediately by the Company if an undisputed amount due is overdue and not pad within 14 Working Days of the Company giving written notice to MHR setting out details of the amount and stating that said amount is overdue;
8.4.3 immediately by either Party if any of the following events (or any event analogous to any of the following in a jurisdiction other than England and Wales) occurs in respect of the other Party:
a) a proposal is made for a voluntary arrangement or for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors;
b) a receiver, manager, or administrative receiver is appointed over any or all of its undertaking or assets; or
c) it becomes insolvent within the meaning of section 123 Insolvency Act 1986.
8.5 For the avoidance of doubt, termination of these Terms and Conditions for whatever reason shall terminate any request for Recruitment Services. MHR retains the right to retract a request for Recruitment Services at any time without liability to the Company.
8.6 This clause 8.6, clauses 3.6, 6 and 7 (in their entirety) shall survive termination of these Terms and Conditions.
9. General
9.1 The Parties agree that no person may enforce these Terms and Conditions pursuant to the Contracts (Rights of Third Parties) Act 1999 (or any successor legislation thereof). This includes, for the avoidance of doubt, an Applicant.
9.2 The Signature Sheet, along with these Terms and Conditions represent the entire agreement between the Parties, and no terms contained within the Company’s own contract (or similar document which seeks to impose terms) shall apply. Furthermore, no variation shall be binding upon the Parties unless made in writing and signed by a duly authorised representative of each Party. The Parties agree that except for the warranties made expressly within these Terms and Conditions, that all other prior agreements or understandings, whether express or implied, are hereby to the fullest extent applicable by law made null and void.
9.3 Any notice required (including by law) or permitted under these Terms and Conditions shall be made in writing in the English language and delivered in person, sent by first class mail (or air mail) t the Party’s address as stated at the top of these Terms and Conditions. Notices submitted in accordance with this clause 9.3 shall be deemed delivered upon delivery (if delivered in person) or 72 hours after being posted.
9.4 Nothing in these Terms and Conditions is intended to, or shall, operate to create a partnership or joint venture of any kind between the Parties, nor authorise either Party to act as agent for the other Party, or authorise either Party to act in the name or on behalf of, or otherwise to bind, the other Party in any way. For the avoidance of doubt, neither Party shall be required to commit to a minimum or maximum amount of requests for Recruitment Services.
9.5 In the event that any part or any term of these Terms and Conditions are found invalid, unlawful or unenforceable to any extent then such term, or such part thereof shall be severed from the remaining terms of the Terms and Conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.
9.6 Failure or neglect by MHR to enforce at any time any of the provisions herein shall not be construed as, nor shall it be deemed to be, a waiver of MHR’s rights hereunder nor in any way affect the validity of the whole or any part of these Terms and Conditions nor prejudice MHR’s rights to take subsequent action.
9.7 No Party shall in any circumstances be liable to the other Party for any losses suffered by the other Party by reason of any failure or delay in the performance of its obligations per these Terms and Conditions which is due to Force Majeure. Notwithstanding the foregoing, each Party shall use reasonable endeavours to continue to perform, or resume performance of, such obligations for the duration of such Force Majeure.
9.8 These Terms and Conditions (and any subsequent request for Recruitment Services thereunder) may not be assigned or transferred in any way by the Company without MHR’s prior written consent. MHR shall be entitled however, to assign the benefit (subject to the burden) of these Terms and Conditions to a company which succeeds to the business of MHR as a result of any internal reorganisation, reconstruction or amalgamation of MHR or any group of companies of which MHR from time to time forms part of.
9.9 These Terms and Conditions shall be governed by the laws of England and Wales and the Parties agree to submit any disputes under or in connection with this Agreement to the exclusive jurisdiction of the English courts.
9.10 Both Parties accept that these Terms and Conditions are entered into upon signature of a duly authorised representative of each Party on the Signature Sheet.