Terms and Conditions for Permanent Staff

The Contract

All and any business undertaken by Samuel Knight International Limited (registered company no. 08931964) of registered address, Ground Floor Unit B, City Quadrant, Waterloo Square, Newcastle upon Tyne, NE1 4DP, UK and/or, its UK trading subsidiaries, (“Samuel Knight”), is transacted subject to the terms and conditions hereinafter set out, each of which shall be incorporated or implied in any agreement between Samuel Knight and the client (“Client”).

In the event of conflict between these terms and conditions and any other terms and conditions, the former shall prevail unless otherwise expressly agreed by Samuel Knight in writing. Samuel Knight is acting in the capacity of an employment agency.
The arrangement of an interview, or the interview of any Applicant introduced by Samuel Knight whether effected by Samuel Knight directly or by the Client shall be deemed to be acceptance of, and agreement to, Samuel Knight’s terms and conditions by the Client. The provision of a CV or any information sufficient to identify the Applicant following a request by a Client shall also be deemed to be acceptance of these terms and conditions. Where Samuel Knight is retained by the Client for a specific assignment (“Retained Assignment”) Samuel Knight terms and conditions shall apply upon the acceptance by Samuel Knight of the Retained Assignment. The Introduction Fee (as defined below) will be charged whether or not the Client knew of the Applicant previously.

Any amendments to these terms and conditions must be in writing and signed by an authorised representative of Samuel Knight.
If any provision, clause or part-clause of these terms and conditions is held to be invalid, void, illegal or otherwise unenforceable by judicial body, the remaining provisions of this contract shall remain in full force and effect to the extent permitted by law.

The Role Details

When specifying the requirements for a particular role the Client shall provide Samuel Knight with full details of:

the intended duties of the applicant (“Applicant”);
any special skills, authorisations, qualifications and training which the Applicant is required to have. Further, the Client should also inform Samuel Knight, if the Applicant is required by law or professional body to have a particular qualification to carry out the role;
the date on which the Client requires the Applicant to commence work;
the location at which the work will be performed and the hours of work;
the minimum rate of remuneration and any other benefits which would be offered to the successful Applicant;
the intervals at which the successful Applicant would be paid;
the length of notice either party would be required to give to terminate the employment;
any special hazards which the Applicant will face;
any health and safety information which the Client wishes Samuel Knight to pass on to the Applicant.

The Fees

On a File Search, a fee shall become payable by the Client on the day the Applicant commences work or enters into an expressed or implied contract of employment with the Client, whichever is the soonest, which term includes employment or use whether under a contract of service or for services (“the Introduction Fee”).

If, after acceptance of an offer of engagement but prior to the Applicant commencing the engagement, the Client decides for any reason, which is outside the control of Samuel Knight, not to proceed with the engagement, it shall still be liable to pay Samuel Knight the applicable Introduction Fee as detailed below.

The Client agrees to notify Samuel Knight forthwith upon the engagement by the Client, in any capacity whether directly or via a third party, of an Applicant introduced by Samuel Knight and, if so requested by Samuel Knight, will provide copies of all terms of such engagement. If the Client fails to provide this information upon request, then Samuel Knight shall, at its discretion calculate the Fee based on the remuneration packages of other Applicants in a similar role.

All fees are expressed and calculated as a percentage of the Applicant’s first year’s anticipated (including guaranteed and non- guaranteed elements) Gross Remuneration which shall include (without limitation) salary, benefits, commission, bonuses, overseas premiums, living/accommodation allowances, profit share, ‘sign on’ fees and any other financial emoluments that have been provided to act as an incentive to the Applicant to join the Client. The provision of a car is valued at £5,000.00 additional remuneration. An Introduction Fee of 25% of the applicants Gross Remuneration will be charged per placement, subject to a minimum Introduction Fee of £3,000.00.

Where applicable, Value Added Tax will be charged in addition at the appropriate rate.

If the client engages Samuel Knight on a Retained Assignment basis, fees will be payable as follows (unless otherwise agreed):

a Retainer Fee is payable immediately upon commencement of the assignment and is non-refundable;
a Shortlist Fee is non-refundable and payable upon presentation to the Client of a minimum of 3 Applicants who in the reasonable opinion of Samuel Knight meet the agreed specification;
a Completion Fee which incorporates the Total Fee based on the actual Gross Remuneration of the Applicant calculated in line with clause 3.4, minus the Retainer Fee and Shortlist Fee (if levied) and is payable on the day the Applicant enters into a binding contract of employment (which term includes employment or use whether under a contract of service or for services) with the Client. If, after acceptance of an offer of engagement, but prior to the Applicant commencing the engagement, the Client decides for any reason, which is outside the control of Samuel Knight, not to proceed with the engagement, it shall still be liable to pay Samuel Knight the Completion Fee. The Client agrees to notify Samuel Knight forthwith upon the engagement by the Client of an Applicant introduced by Samuel Knight and, if so requested by Samuel Knight, will provide copies of all terms of such engagement. If the Client fails to provide this information upon request, then Samuel Knight shall, at its discretion calculate the Fee based on the remuneration packages of other Applicants in a similar role.

Fees will be payable as a result of the engagement of an Applicant (such term shall include the engagement of an Applicant as an employee, franchisee, consultant, licensee, commission only, partner or agent) notwithstanding the fact that the engagement may not comply with the Client’s original requirement or Role Details. In the event that more than one Applicant is engaged by the Client, then the Client shall pay an Introduction Fee, as detailed above, in respect of each Applicant.

For part-time positions, Fees will be calculated by the using the gross annual remuneration (as set out in Condition 3.4), then a pro-rata application based on the number of days worked per week. The Client agrees to notify Samuel Knight immediately of any increase in days worked by the Applicant and to accept liability of any further Fee that will be due.

If a Retained Assignment is cancelled or deemed by Samuel Knight to be inactive beyond a period of 8 weeks, then in addition to the Retainer Fee and Shortlist Fee (if submitted), the Client shall pay a cancellation fee of 10% of the stated remuneration, plus all the agreed advertising costs and travel expenses.

If Samuel Knight provides an advertising service to the Client, all prior-agreed advertising costs will be charged to the Client as incurred, and the Client will pay the agreed artwork or creative concepts costs incurred by Samuel Knight. An advertisement may only be cancelled on sufficient notice as determined by Samuel Knight, to enable Samuel Knight to withdraw the advertisement.

Samuel Knight shall on behalf of the Client reimburse an Applicant his travelling and out-of-pocket expenses in connection with attending an interview with the Client and such costs shall be paid by the Client within fourteen days of the invoice date.

Payment Terms

All monies due hereunder shall be paid by the Client within fourteen days of the invoice date. In the event of late payment we reserve the right to charge interest on all overdue invoices at a rate of 4% per month. In the event of an engaged Applicant leaving within 8 weeks, a free replacement or pro-rata rebate can only be provided if invoices have been paid to these terms (as set out in Condition 6).

Introductions

In the event that any Applicant is rejected by the Client or any Applicant rejects an offer of engagement by the Client, the Client shall pay the Introduction Fee to Samuel Knight in accordance with this Condition 3 if the Applicant is subsequently engaged by the Client within twelve months of the date on which the Applicant was last introduced to or interviewed by the Client, via Samuel Knight, – whichever is the latter (“the Last Introduction Date”). No rebate will be applicable for such an engagement under any circumstances.

Fees as set out in Condition 3 will also be payable if, within 12 months of the Last Introduction Date;

the Client employs or engages any Applicant, in any capacity, either directly, or via an Employment Business, or Employment Agency; or
the Client uses the services of any Applicant, in any capacity, otherwise than through Samuel Knight whether facilitated directly by the Client or Applicant, including, but not limited to outsourcing, or corporate restructuring; or
the Client employs or engages any Applicant as a direct or indirect result of any Applicant responding to an internal or external advertisement published by the Client, or any or its representatives or agents. No rebate will be applicable for such an engagement under any circumstances.

If the Client introduces or re-introduces an Applicant to another person, firm, body, common directorship or corporation associated with it resulting in the engagement of the Applicant by that person, firm, body, or corporation within twelve months of the Last Introduction Date, the Client shall pay the Introduction Fee in accordance with Condition 3 above. No rebate will be applicable for such an engagement under any circumstances.

The introduction of an Applicant or the provision of an Applicant’s details is done on a strictly confidential basis and is conditional upon the Client agreeing not to disclose any information about an Applicant to any other person, firm or corporation without Samuel Knight’s prior written consent. In particular, the Client shall not approach the Applicant’s referees or current employer unless and until the Applicant has formally accepted the Client’s written offer of engagement.

Fees as set out in Condition 3 will also be payable if within 12 months of acceptance of Samuel Knight’s Terms and Conditions in accordance with Condition 1.3 or the Last Introduction Date, whichever is later:

the Client or any person, firm, body, common directorship or corporation associated with it engages, in any capacity, whether under a contract of service or a contract for services, any person who at the time of such engagement, or who, within 13 weeks immediately prior thereto, was employed by Samuel Knight or anybody associated with it (“Samuel Knight Employee”): or
Any other party engages, in any capacity, whether under a contract of service or a contract for services any Samuel Knight Employee where such engagement has resulted directly or indirectly from the Client passing information about the Samuel Knight Employee to another party. For the avoidance of doubt, any Samuel Knight Employee who has had direct or indirect contact with the Client during any recruitment assignment shall be deemed to be an Applicant for the purposes of these terms and conditions.

In the event that the Engagement is for a fixed term of less than 12 months, the fee in clause 3.4 will apply pro-rata. If the Engagement is extended beyond the initial fixed term or if the Client re-engages the Applicant within 12 calendar months from the date of termination of the first Engagement the Client shall be liable to pay a further fee based on the additional Remuneration applicable for the period of Engagement following the initial.

An introduction fee as set out in Condition 3.4 will be charged in relation to any Applicant engaged within 12 months from the date of the Samuel Knight introduction. It is the responsibility of the Client to notify Samuel Knight within 3 working days if they have already been introduced to the applicant via another source at the point of Samuel Knight’s introduction. For the avoidance of doubt the introduction fee will occur regardless of what position the Applicant is employed in even if this is a different position to which the Company originally introduced the Applicant for.

If an Applicant is subsequently introduced by another Agency, this subsequent Introduction shall not in any event nullify Samuel Knight’s Introduction.

Refunds

In the event that an engagement terminates (whether by expiry of notice or otherwise) within 8 weeks of the date of commencement of work by the Applicant and provided that:

the Client notifies Samuel Knight in writing of the termination of engagement within seven days of such termination; and
the Client or any person, firm, body, or corporation associated with it shall not engage the Applicant within twelve months from the date of such termination; and
the termination is not due to redundancy, constructive or unlawful dismissal, corporate restructure, change of management/job description or Role Details, pregnancy, illness or injury; and
all monies due from the Client have been paid in accordance with these terms and conditions; and
the Client does not resort to the use of other agencies and does not unduly delay the interview process; then

Samuel Knight shall endeavour to find one replacement Applicant (as detailed in the Role Details, as set out in Condition 2, or for the specific role in accordance with the engagement of the first Applicant, as deemed by Samuel Knight) at no extra cost to the Client. Any additional advertising costs and travel expenses will be agreed and charged where necessary.

If Samuel Knight does not find a replacement Applicant it shall pro-rata the fee based on the proportion of time that that candidate completed within the first 8 weeks (pro-rata calculations will be adjusted to nearest week). On Retained Assignments any applicable rebate will be granted against the Completion Fee only. Time lost through absence or holiday will be considered as time worked for the purpose of calculating any rebate that may be due.

Set-off

The Client Agrees that arrangements in relation to each Applicant and each Retained Assignment or File Search represent individual contracts and that the Client shall have no right of set off or counter claim between individual agreements.
Suitability and References

Samuel Knight shall endeavour to ensure the suitability of an Applicant and to maintain a high standard of service and integrity, but makes no warranty, express or implied, as to such suitability. The Client shall immediately inform Samuel Knight should there be any reason or circumstance under which it would be detrimental to the interests of Samuel Knight, the Client or the Applicant for the Applicant to take up a position with the Client.

When assessing the suitability of an Applicant, Samuel Knight shall place reliance on the Role Details provided by the Client and the Client accepts that Samuel Knight will make no further assessment of the Client’s requirements including but not limited to the matters referred to in Condition 2.1.2 above.

Samuel Knight agrees to obtain the Applicant’s confirmation that the Applicant has the experience, training, qualifications and/or authorisations specified in the Role Details. Samuel Knight shall not undertake any further checks unless requested to do so by the Client.

The Client shall be responsible for arranging all medical examinations and investigations of the Applicant (including the confirmation of any professional or academic qualifications) and for obtaining any work and other permits and shall satisfy itself as to the suitability of any Applicant prior to any engagement.

Liability

Samuel Knight shall not be liable to the Client for any loss of profit, loss of business, loss of use or any indirect, special, punitive or consequential damages.

Samuel Knight shall not be liable for any loss, injury, liability, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with an engagement and, in particular, but without limitation to the foregoing, any such loss, injury, liability, damage, expense or delay arising from or in any way connected with;

failure of the Applicant to meet the requirements of the Client for all or any of the purposes for which he is required by the Client (subject to Condition 6);
any act or omission of an Applicant, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise;
any loss, injury, damage, expense or delay incurred or suffered by an Applicant after acceptance of an offer of engagement from the Client; provided that nothing in this Condition 9 shall be construed as purporting to exclude or restrict liability of Samuel Knight to the Client for personal injury or death resulting from negligence (as defined in the Unfair Contract Terms Act 1977) nor any statutory liability, any exclusion or limitation of which is prohibited by law.

The Client hereby undertakes to indemnify Samuel Knight in respect of any and all liability of Samuel Knight which results from any breach by the Client of any of its obligations under these terms and conditions. Any circumstances allegedly giving cause for complaint about an Applicant or an invoice must be notified to Samuel Knight and confirmed in writing as soon as the cause of the alleged complaint arises.

Samuel Knight shall not be held liable for any failure or delay in performing its obligations under these terms and conditions where such failure or delay is caused by events beyond its reasonable control.

Law

These terms and conditions shall be governed and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.

Severability

If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws.