a. any Business proposed or undertaken by FR for the Client; and

1.2 In the absence of written confirmation, the use by the Client of any CV (or the details therein) provided by FR or the employment or engagement (or any offer of such) in any capacity, of any Candidate Introduced by FR will constitute acceptance by the Client of these Terms and Conditions.

2.1 FR shall use reasonable skill and care in the sourcing and Introduction of Candidates to the Client.

2.2 The Client shall provide FR with details of the particular Placement, including the anticipated Salary Package, job description and any other information reasonably necessary to enable FR to assess the suitability of a Candidate for that Placement.

2.3 In so far as a Candidate or a third party provides details (whether in the form of academic or professional qualifications, professional background, experience or the like) relating to the Candidate, FR provides no warranty or representation as to the accuracy of such information and FR will not be liable to the Client for any loss (including direct loss, indirect or consequential loss, loss of profit, loss of anticipated revenue, loss of reputation or regulatory fines) or damage, nor shall FR bear any responsibility for any Client legal costs and expenses associated with such matters, whether arising directly or indirectly, as a result of such inaccurate or misleading information and the Client acknowledges that it is their sole responsibility and obligation undertake its own investigations to verify any information provided in respect of that Candidate and ensure that the same is accurate and correct.

2.4 Where the Client has instructed FR to approach a particular Candidate on the Client’s behalf, the Client shall indemnify and keep FR indemnified against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by FR as a result of claims made against FR in connection with such instruction provided that FR has complied with its obligation to use reasonable skill and care and has not acted negligently or illegally in such regard.

2.5 FR gives no representation or warranty that any Candidate is or will be willing and/or available to accept any Placement.

2.6 FR will not be liable for any and all losses, including direct losses, indirect or consequential losses, loss of profit, loss of actual or anticipated savings, loss of anticipated revenue, loss of reputation or regulatory fines, liabilities, costs and expenses (including legal costs and expenses) incurred by the Client arising from the Candidate’s acts or omissions including their acts or omissions in the performance of their employment (whether on a permanent or Fixed Term Placement basis) with the Client.

2.7 The Client acknowledges that the final decision to employ or engage the Candidate rests with it.

2.9 Unless otherwise notified to the contrary by the Client in writing to FR, the Client hereby provides FR with its consent to use and reproduce the Client’s name, logo and trademarks within advertising for the Placement and for FR’s general promotional literature (whether on line or in print) provided always that FR shall not change or otherwise amend the Client’s name, logo or trademark without the Client’s prior written consent. Nothing in this provision shall create any rights of ownership (whether registerable or not) in favour of FR over the intellectual property of the Client.

2.10 FR shall not be responsible for arranging work permits, insurance or other incidental requirements of employment for the Candidate.

3.1 The Placement Fees for non-Fixed Term Placements shall be calculated as a percentage of the Salary Package of the Candidate. This percentage is 25% For the avoidance of doubt, where an offer of employment or engagement is accepted by the Candidate but (through no fault of the Candidate) no employment or engagement results, the Placement Fees shall still be due.

3.2 The Placement Fees for Fixed Term Placements shall be calculated against the equivalent annual full time Salary Package pro-rated to the length of the Fixed Term Placement but otherwise calculated in accordance with the provisions of clause 3.1.

3.3 Placement Fees are exclusive of any Value Added Tax which shall be charged by FR at the prevailing rate.

Any additional costs will only be incurred by or with the Client’s approval and charged at rates agreed between the Parties in writing. Such additional costs will be payable by the Client, even if the Placement to which such additional costs are attributable is not secured.

5.1 Save as provided in clause 6.2, the Client shall pay all FR invoices (including those for additional costs) in full, within fourteen (14) days of the date of a FR invoice without any right of set off.

5.3 The Client is deemed to have accepted an FR invoice if no dispute is raised in respect of the same, within seven (7) days of the date of such invoice. All disputes shall be dealt with promptly, in good faith and escalated to the appropriate levels within FR. For the avoidance of doubt, no disputed payment shall permit the Client any right of set off against future invoices or permit the Client to fail to discharge any other FR invoice issued pursuant to these Terms and Conditions.

5.4 Any third party costs and/or expenses (including legal fees and other professional fees) incurred by FR in recovering amounts overdue pursuant to these Terms and Conditions shall be payable by the Client.

6.1 Placement Fees for Retained Searches only shall be calculated on the basis of the Salary Package and invoiced to the Client in three stages:

a.thirty three percent (33%) of the Placement Fee on FR’s agreement to undertake the Business (based on an estimate of the Salary Package);

b.thirty three percent (33%) of the Placement Fee when the short-list of Candidates is presented to the Client by FR or thirty (30) days after FR’s agreement to undertake the Business whichever is the sooner (based on an estimate of the Salary Package); and

c. The balance (if applicable, adjusted for any variance between the estimated and final Salary Package) on the first day of the Client’s employment of the Candidate.

6.2 Placement Fees for Retained Searches are non-refundable. If the Client withdraws the Placement before the Candidate commences, all three stages of fees specified in clause 6.1 will become payable immediately.

7.1 For Fixed Term Placements, if:
a. a new fixed term commences within twelve (12) months from the end of the previous fixed term, and/or the original fixed term (or any subsequent fixed term) is extended, a further fee will be calculated in accordance with the provisions of clause 3.2; or

b. The Candidate accepts permanent employment with the Client within twelve (12) months of the end of the last fixed term, a further fee will be calculated in accordance with the provisions of clause3.1.

7.2 In each circumstance established pursuant to clauses 7.1 and 7.1 b, the Client must notify FR immediately in writing of the occurrence of such circumstance.

8.1 The Client shall inform FR as soon as reasonably practicable and in any event within seven(7) days of the occurrence of any of the events envisaged pursuant to the provisions of this clause 8.1. If FR is not informed the client shall pay the Fee of 50% of annual salary where:

a. although no Placement occurs initially, a Candidate accepts an offer of employment or engagement with the Client within twelve (12) months of the Final Communication; or

b. irrespective of whether or not a Placement resulted from the Introduction of a Candidate by FR to the Client, the Candidate is Introduced by the Client to a third party within twelve (12) months of the Final Communication and such introduction results in an offer of employment or an assignment, whether made through another recruitment agency, third party or by the Client direct.

8.2 The notification to FR under clause 8.1 shall include details of the start date of the employment and full details of the Salary Package agreed.  

9.1 No rebate of Placement Fees shall be made. Should the employment or engagement of a Candidate terminate within a period of eight (8) weeks (including the Candidate’s period of contractual notice with the Client) from the Candidate’s employment commencement date with the Placement, FR shall use reasonable endeavor to seek a replacement Candidate on the condition that:

a. the Candidate leaves of their own volition and not due to any redundancy measures, change in job description or change in work conditions;

b. FR’s invoices have been settled in accordance with these Terms and Conditions;

c.the Client has complied with its obligations to the Candidate including its obligations under any relevant law;

d. the request is given exclusively to FR to replace the Candidate;

9.2 FR only offers such replacement for the initial Candidate placed with the Client in whatever capacity. No replacement for the replacement Candidate in whatever capacity shall be provided.

9.3 If the Salary Package of the replacement Candidate changes from that provided to the original Candidate, the invoiced amount will be adjusted accordingly.

9.4 The offer of searching for a replacement Candidate (where the circumstances noted in clause 9.1 are satisfied) will be valid until found.

9.5 This clause 9 shall constitute the exclusive remedy for the Client with regards to a Candidate’s engagement terminating in the circumstances set out in clause 9.1.

10.1 Each Party will hold information of the other that can be reasonably regarded as being confidential or is notified as being so by the disclosing Party, in confidence and will not disclose such information without the consent of the other Party unless required by law or a court of competent jurisdiction, or it has already been made available to the public other than through a breach of this clause. Any CVs or details of the Candidate provided to the Client by FR shall remain the confidential information of FR.

10.2 Both Parties shall comply with its obligations in respect of the privacy of data as more particularly set out in the General Data Protection Regulations 2018 and the Privacy and Electronic Communications Regulations 2003. The Client shall indemnify FR against all liabilities, costs, expenses, damages and direct losses and all interest, penalties and reasonable legal and professional costs and expenses suffered or incurred by FR arising out of or in connection with any third party claims (including those of Candidates) caused by the misuse of a Candidate’s personal data by the Client or its Subsidiaries, or the employees, directors, agents or contractors of each.

11.1 Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

12.1 Neither Party shall be liable to the other under or in connection with these Terms and Conditions or any contract made upon them for any indirect or consequential loss, loss of profits, loss of business, loss of revenue loss of anticipated savings, loss of reputation or regulatory fines. Nothing in these Terms and Conditions limits any warranty, exclusion or limitation of liability or right imposed by statute or regulation to the extent that it cannot lawfully be excluded or limited.

12.2 Subject to the extent that a liability cannot be lawfully excluded or limited, the maximum liability of each Party to the other in respect of any Placement shall be limited to one hundred and twenty percent (120%) of the Placement Fees which are payable.

12.3 (Mutual for our client’s protection also) The Client will not during the course of FR’s engagement and for a period of twelve(12) months thereafter (either on its own account or for any other individual or organisation), directly or indirectly induce, entice or solicit away or try to induce, entice or solicit away from FR any individual who is an employee, director or consultant of FR. If the Client employs or engages any person in breach of this provision, the Client shall pay to FR on demand the sum equivalent to fifty percent (50%) of the Salary Package of such person. The Parties agree that this is a genuine pre-estimate off loss.  

12.4 If any clause is held by a court of competent jurisdiction to be illegal or unenforceable, that part will be severed from all other terms without affecting the validity or enforceability of all other provisions of these Terms and Conditions.

12.5 If a Party is prevented in the performance of its obligations under these Terms and Conditions by circumstances that are beyond the control of that Party(acting reasonably) then that Party will not be liable for what would have been a breach of its obligations under these Terms and Conditions.

12.6 No failure or delay by either Party in exercising any right or remedy available to it will constitute a waiver of that or any other right or remedy. No waiver or amendment of any clause will be effective unless confirmed in writing to the other Party and in the case of FR, by a director of FR.

12.7 Those clauses which, by their nature, are intended to continue to have effect following termination or expiry of these Terms and Conditions shall survive and continue to bind the Parties.

12.8 A person who is not a Party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to benefit from or enforce any term of these Terms and Conditions.

12.9 Any variation to these Terms and Conditions, including the attempted introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by an authorised signatory of FR.

In these Terms and Conditions the following words shall have the following meanings unless the context dictates otherwise.

“Additional Costs” shall for example mean any advertising campaign, additional pre- employment screening requirements or the like for a specific Placement or any other agreed supplementary charges.

“Business” means work performed by FR in relation to permanent or Fixed Term Placements including, FR providing CVs (solicited or unsolicited), FR receiving instructions from the Client for a Placement, long/short listing of Candidates, Introducing a Candidate, FR’s arrangement of or conducting interviews with Candidates or any other act either directly or indirectly relating to the sourcing or supply of a Candidate.

“Candidate” means an individual Introduced by FR to the Client.

“Client” means you or your ultimate holding company and all of its subsidiaries.

“CV” means curriculum vitae.

“Fixed Term Placement” means any Candidate Introduced to the Client who is employed or engaged directly by the Client on a fixed term contract.

“Final Communication” means the latest date on which Parties communicated in respect of a Candidate.

“Introduced” means the communicating (through whatever medium) of a Candidate’s CV, along or shortlist of Candidates and/or details of a Candidate by FR to the Client or any other verbal or written communication between FR and the Client that enables the Candidate to be identified and “Introduction” and “Introduce” shall be construed accordingly.

“Parties” means collectively FR and the Client and each individually shall be referred to as a “Party”.

“Placement” means a position or role to which a Candidate may be or is appointed on a permanent or Fixed Term basis (including a Fixed Term Placement) with the Client.

“Placement Fees” means the fees due to FR in relation to a specific Placement calculated in accordance with these Terms and Conditions.

“FR” means Fairmont Recruitment Limited, a company incorporated in England and Wales whose registered office is 74 Dickenson Road, Manchester M14 5HF Company no.11307333