Terms and Conditions

Appendix A:  ShareForce Ltd Terms and Conditions for the Introduction of Permanent or Fixed Term Staff

1.0 Definitions:
1.1 In any agreement the following expression shall have the meaning hereinafter defined unless the contract is inconsistent herewith:
1.2 “Agreement” means the Quotation, the client’s acceptance and specification together with the Letter of Engagement and these Terms and Conditions.
1.3 “the Client” means Innovate IT Ltd a registered company in England and Wales with Company Number 04935426 and shall include any servants or agents of the client.
1.4 “ShareForce Ltd” means ShareForce Limited, acting as an employment agency, a registered company in England and Wales with Company Number 07457331.
1.5 “The Contract” means the contract specification as written by ShareForce Ltd.
1.6 “Fees” means the payments due to ShareForce Ltd, at any and all stages of the Agreement.
1.7 “Job Specification” means the specification that defines all aspects of the job requirement.
1.8 “Candidate” means any person or persons that ShareForce Ltd introduces to the Client.
1.9 “Commencement” means the day the Agreement is signed.
1.10 “Placement Date” means the day the Candidate starts working for the Client
1.11 “Expenses” mean the cost of interviewing Candidates that ShareForce Ltd and candidates may incur whilst ShareForce Ltd. fulfils its obligations under the Agreement.

2.0 Client Obligations:
2.1 It is fully the responsibility of the client to read, sign and return the agreement to ShareForce Ltd.
2.2 In the absence of a signed agreement, interviewing any candidate introduced by ShareForce Ltd is deemed as acceptance by the client of ShareForce Limited’s standard terms and conditions and an agreement to pay ShareForce Limited’s fees.
2.3 No deviation from ShareForce Limited’s terms and conditions or from the agreement will be accepted without the written authorisation of a Director of ShareForce Ltd.
2.4 It is the client's responsibility to provide the following for the position(s) in the agreement:
• a written job specification, or;
• access to help ShareForce Ltd form the job specification for the position(s) in the agreement, and;
• sign off as acceptance of the job specification
2.5 In the absence of a written job specification ShareForce Ltd will match candidates to the job description that ShareForce Ltd will issue and the client will be liable under the cancellation section of this agreement should the client alter this specification in anyway.

3.0 Fees:
3.1 Fees are agreed at the outset of the engagement and confirmed in the ‘Letter of Engagement’.
3.2 Fees may be fixed or based on a percentage of total first year remuneration of the successful candidate.
3.3 All fees are payable within 30 days from the date of the invoice and are due without demand.
3.4 Fees are non-refundable, save for special arrangements made within the Letter of Engagement or the Rebate policy referred to in section 4.0.
3.5 Fees are subject to VAT and quoted exclusive of VAT.
3.6 ShareForce Ltd reserves the right to charge interest on all overdue amounts at the rate of 5% per calendar month and reserves the right to reclaim any costs involved in debt recovery.
3.7 During the term of this agreement and for the period of six months thereafter, if the client recruits or employs any candidate introduced by the supplier outside of this specific engagement, on a full time or part time basis or as a consultant, the client agrees to pay a fee equal to 15% of the candidate's 1st year remuneration or, in the case of a contract engagement, 15% of the candidate’s contracted day rate for the contracted duration.
3.8 At the commencement of the service, the client should submit a list of candidates and companies who should not be approached by ShareForce Ltd or provide a means for ShareForce to check candidates against previous applications.

4.0 Rebate:
4.1 ShareForce Ltd offers a rebate.  For the avoidance of doubt, a rebate is based on the Placement Fee constituting a discount against future Placement Fees.
4.2 A rebate is only applicable in circumstances where the invoiced Placement Fee has been remitted within 30 days of invoice.
4.3 The standard rebate structure is as follows:
• 100% rebate of Conclusion fee for termination within 30 days
• 50% rebate of Conclusion fee for termination within 60 days
• 25% rebate of Conclusion fee for termination within 90 days

5.0 Cancellation:
5.1 The service may be cancelled by either party through the provision of notice in writing of not less than one (1) months.  On cancellation, the fees structure referred to in clause 3.7 shall remain live for a period of twelve months. 

6.0 Expenses:
6.1 No expenses for services, consultants or candidates shall be passed onto the client without express prior permission in writing.
6.2 Expenses for consultants and candidates will be invoiced separately at the end of each month.
6.3 Expenses will be charged at cost.

7.0 Confidentiality:
7.1 Assignments are strictly confidential and to pass the details of any candidate to a third party resulting in the employment of that candidate by any party renders the client for whom the assignment was originally undertaken liable to these terms and conditions.

8.0 Limitation of Liability:
8.1 Nothing in this Section 8 or otherwise in this engagement letter shall exclude or in any way limit either party's liability to the other party for (i) fraud, (ii) death or personal injury caused by its negligence (including negligence as defined in s. 1 Unfair Contract Terms Act 1977), (iii) breach of terms regarding title implied by section 12 Sale of Goods Act 1979 and/or section 2 Supply of Goods and Services Act 1982, or (iv) any liability to the extent the same may not be excluded or limited as a matter of law.
8.2 Neither party (the "first party") shall be liable to the other party for loss of or damage to physical property belonging to the other party caused by the negligence of the first party in excess of £250,000 in respect of any event or series of connected events.  For the avoidance of doubt, neither damage to or loss or corruption of data shall constitute loss of or damage to physical property.
8.3 Subject to the prior paragraph 3, ShareForce’ maximum aggregate liability under or in connection with this engagement letter or any collateral contract, whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the greater of the total fees paid by you to ShareForce or £100,000, whichever is greater, under this engagement letter.
8.4 Neither party shall be liable to the other party under or in connection with this engagement letter or any collateral contract, for any loss of actual or anticipated profits (otherwise than in respect of any obligation to pay the fees due to ShareForce) or for any indirect or consequential loss or damage of any kind, in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise.
8.5 The decision to employ a candidate is ultimately the client's responsibility and we advise all clients to make employment offers subject to satisfactory references and pre-employment checks which the client should take up directly, to verify any claimed qualifications, right to work and experience. Clients are responsible for the observance of all employment laws including those relating to any form of discrimination.
8.6 ShareForce Ltd reserves the right to restrict or refuse assignments that would conflict with our obligations to existing clients.