AFCON PEOPLE SOLUTIONS LIMITED
TERMS AND CONDITIONS FOR PERMANENT RECRUITMENT

1.                    Introduction AfconPeople Solutions Limited (the “Company”) effects introductions between employers, partnerships or entities (“Client(s)”) seeking providers of services and potential employees, partners or consultants (“Employee(s)”). These Terms and Conditions (“Agreement”) may not be modified or amended except in writing and signed in the case of the Client by a duly authorised representative and in the case of the Company by a Director of the Company.

2.                    Fees An introduction (“Introduction”) will have been effected once the Client and Employee make contact as a result of the Company’s notification of a current, potential or other requirement.  Fees will be charged by the Company for any Employee engaged by either an employment or a services contract as a consequence of, or resulting from, an application by a Client to the Company (“Engaged”) even if the Introduction is made indirectly. 

These terms and conditions will apply to any person who is Introduced by the Company and enters into an employment contract, a position as partner or is contracted either for services or a business they control is contracted for services  “Engagement” whether or not the individual is employed as full-time employee of Client.  Fees will also be charged if a potential Employee introduced by the Company to a Client is Engaged within twelve months of the date of initial Introduction.

Including when a client engages the (“introduction”) candidate on a Interim/Contract or Commission based contract, the client shall be liable for a charge of between 5% - 15% of the annual Commission / Bonus paid to the candidate. Fees are charged for each Introduction of each Employee, and are calculated as percentage of remuneration in the first year of Engagement. 

Total remuneration shall consist of basic salary (“Total Remuneration”).  Clients undertake to inform the Company in writing of the terms of Engagement and to provide such information that may be necessary to calculate the Fees payable. Fees for Engagement from all potential Employees are payable when the potential Employee introduced by the Company commences the Engagement with the Client or any third party via the Client.  Fees are calculated as a percentage of the Employee’s first year’s Total Remuneration.

Fees payable are as follows:  

18% from GBP      0.00 -   50 000

20% from GBP50 0001 – 100 000

25% from GBP100 001 – 150 000

30% from GBP150 001 – 200 000

All invoices shall in addition be subject to VAT and will bear VAT and any other applicable taxes required by law from time to time at the applicable rate. Invoices shall be issued on receipt by Company of confirmation of start date of each Engagement and will be payable within 14 days of the invoice date.  If any payment is in arrears, the Company reserves the right to charge interest calculated on a daily basis from the due date at the rate of 4% above the base rate of National Westminster Bank plc for the time being.

3.        Replacements The Company will use reasonable efforts to introduce a replacement Employee at no extra charge to Client provided the Employee is terminated in the following circumstances:

(i)             the Company’s Fee in respect of the Introduction of the Employee has been paid in full within 14 days of the date of the invoice;

(ii)            the Employee’s contract is terminated by Client or been dismissed from Engagement with Client within 8 weeks of commencement of that Engagement;

(iii)           the Client notifies the Company in writing of the termination of the Engagement within seven days of the termination;

(iv)           the Employer or any subsidiary or affiliate of the Client shall not re-Engage the Employee within twelve months of the date of termination of Engagement;

(v)           the termination is not due to redundancy or the liquidation, bankruptcy, dissolution or amalgamation or reorganisation of the Client or major changes in the original job specification. In the event that the Client has fulfilled all the above conditions and is entitled to a replacement Introduction without Fee and the Company is not able to provide such replacement Employee within 3 months of receipt of notice by the Company of the termination of the original Employee, the Client will receive a repayment calculated as a proportion of the Fee net of VAT, calculated as follows: 10% of the fee relating to an Employee terminated within 13 weeks of commencement of Engagement, shall be refundable by the Company to the Client for each week of the initial 13 weeks that the Employee was not Engaged.

4.                    Qualifications Confirmation of professional and academic qualifications, medical examinations, taking up references, obtaining all necessary work permits and ascertaining the suitability of any potential Employee prior to Engagement are the Client’s responsibility

5.                    Assignment The benefit of Introductions made by the Company is not assignable by Clients and any Client who passes on an Introduction of a potential Employee to a third party will be charged the appropriate Fee, as set out above, in the event of an Engagement.  Clause 3 will not apply in such circumstances.  

6.                    Liability 6.1           In effecting Introductions, the Company is obliged to rely upon the good faith of potential Employees and cannot accept responsibility for any loss or expenditure incurred by a Client in attempting to effect an Introduction with a potential Employee.  The Company cannot accept responsibility for any information or representation concerning potential Employees to whom Clients may be Introduced and in particular the history, character, age, capability or suitability of any potential Employee.  No representation or warranty is made that any potential Employee is or will be available to fill a situation.

 6.2           Due to the limited nature of the Introductions made by Company hereunder, the parties hereto agree the following:

6.2.1    Nothing in this Agreement shall limit either party’s liability to the other party against any claim for or in respect of the death or personal injury of any person if and to the extent that such death or injury arises out of its negligence.

6.2.2    Without prejudice to the scope of the service level obligations of the Company (if any) set out in an Order Form.  If the Company shall be in default in the provision of any Introductions or other services, then provided that the Client has notified the Company of that default within a reasonable period, and the Client has remedied that default at its own expense and within a reasonable time of having been given notice so to do, then the Company shall have no further liability in respect of such default.

6.2.3    In no circumstances (other than liability arising under clause 6.2.1) will the Company be liable to the Client in contract, tort (including in each case negligence) or otherwise for any indirect, special or consequential loss arising out of or in connection with this Agreement. In particular, and without limitation to the aforegoing, the Company will not be liable for the following types of loss (whether they arise directly or indirectly and whether or not the Company has been advised of the possibility of such loss): a)     business, b)     revenue, c)     profits, d)     anticipated savings e)     goodwill, f)     loss of, damage to or corruption of data;  or any loss arising out of the performance or non-performance by Employees.

6.2.4    Save as provided in clause 6.2.1 and without prejudice to clauses 6.2.2, 6.2.3 and 6.2.5, the Company's total and aggregate liability to the Client for all claims made by the Client from any cause relating to, in connection with, or arising out of this Agreement regardless of the form of action whether in contract or in tort (including in each case in negligence, breach of statutory duty or otherwise will not exceed: a)     in the case of damage to or loss of tangible property caused by it or its employees, servants or agents in the course of providing the Introductions, up to a maximum of £250 000, Thousand Pound in respect of any one event or series of connected events; and b)     in the case of other losses a total aggregated amount not to exceed £1 000,000, (one million pounds sterling).

6.2.5    The express terms of this Agreement are to the fullest extent permitted by law; in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise including without limitation the implied warranties or conditions of merchantability, satisfactory quality and fitness for a particular purpose all of which are hereby excluded.

7.                    Company Staff Members The notification of the Company (in writing or otherwise) of a vacancy or agreeing to an Introduction to or Engagement of a potential Employee introduced by the Company shall constitute an acceptance of these Terms and Conditions and the Client shall be deemed to be bound by these terms.  In the event a Curriculum Vitae (“CV”) is introduced by the Company and the potential Employee proceeds through the Company, any introduction via a third party will not affect these terms and conditions and the Fees will be payable. Where the Client Engages an employee, a consultant or contractor to the Company (“Staff Member”) Client will pay a Fee to the Company as if that Staff Member had been Introduced by the Company as a potential Employee in accordance with these terms and conditions. Where a potential Employee, previously a Staff Member of the Company on a temporary or contract basis, is offered a permanent position the full Fees as calculated under clause 2 above is due. 

8.                    Data Protection The parties agree that they will at all times comply with the provisions and obligations imposed by applicable data protection laws, regulations and principle in storing and processing personal data.  Both parties agree to indemnify each other in respect of any unauthorised disclosure of personal data.

9.                    Publicity Neither party shall make any public disclosures without the consent of the other relating to the subject matter of any agreement except for any disclosures required by any legal, accounting or regulatory requirement.

10.                 Severability In the event any provision or part thereof of these Terms and Condition is held to be invalid or unenforceable, the remaining provision and parts of these Terms and Conditions shall remain in full force and in effect.

11.                 Waiver The waiver by the Company of any default or breach of these Terms and Conditions shall not constitute a waiver of any other or subsequent default or breach.

12.                 Construction Headings have been included for convenience only and shall not be used in construing any provision of these Terms and Conditions.  

13.                 Entire Agreement These Terms and Conditions constitute the entire agreement between the parties and supersedes all previous agreements or representations save for fraudulent misrepresentation.

14.          These Terms and Conditions shall be governed by and interpreted in accordance with English Law.  The parties agree to submit to the exclusive jurisdiction of the courts of England.  

Signed by……………………………………………………………………………….…..

Job Title……………………………………………………………………………….…….

For and on behalf of (Client Name)…………………………………………………….

Date………………………..………………..

copyright 2009