BluZinc Terms and Conditions of Business

Terms and conditions of doing business with BluZinc, unless a Variation has ben agreed, signed and countersigned in writing.

EMPLOYMENT CONSULTANCY / AGENCY TERMS AND CONDITIONS

BACKGROUND:

These Terms and Conditions shall apply to the provision of Services by the Consultancy to the Client. In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Consultancy in writing.

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Consultancy” means BluZinc Ltd a company registered in England under number 07205297 whose registered office is at 1 Bedford Road, London, WC1R 4BU;

“Candidate” means any person introduced by the Consultancy to the Client for an Engagement;

“Client” means any person, firm or company including any associates or subsidiaries to whom a Candidate is introduced;

“Confidential Information” means any information concerning either Party and relating to its business methods, plans, systems, finances or projects; its trade secrets; its products or services; or any other information which is expressly described as confidential;

“Engagement” means any employment, engagement or use by a Client of an Candidate whether part or full time, with or without a contract;

“Introduction” an introduction will be deemed to have taken place where the Consultancy has provided a Client with any information concerning a Candidate, or where a Client interviews a Candidate following an instruction from a Client to locate a Candidate;

“Introduction Fee” means the fee payable by the Client to the Consultancy in accordance with these Terms and Conditions, on the introduction of a Candidate to a Client which results in the Engagement of a Candidate;

“Remuneration” means any salary, fees, bonuses, commission, allowances, or any other financial benefit payable to, or received by a Candidate for services to a Client; and

“Services” means the employment Consultancy services provided by the Consultancy to the Client as set out in these Terms and Conditions.

1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;

1.2.4 a Schedule is a schedule to these Terms and Conditions; and

1.2.5 a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and 1.2.6 a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

1.4 Words imparting the singular number shall include the plural and vice versa.

1.5 References to any gender shall include the other gender.

2. The Contract

2.1 Any and all business entered into by the Consultancy is subject to these Terms and Conditions and in the event of any conflict with any other Terms and Conditions these terms shall prevail unless agreed otherwise in writing by a Director of the Consultancy.

2.2 No modification or change to these Terms and Conditions will be valid unless the details of any such changes are in writing, signed on  behalf of the Consultancy and the Client, and state the date on or after which such new terms will apply.

2.3 In the event that any part(s) of these Terms and Conditions or part thereof is declared to be invalid, unlawful, void or unenforceable then such terms or parts shall be severed and the remaining terms and conditions shall continue to be valid and enforceable to the fullest extent of the law.

2.4 The Engagement or interviewing of a Candidate, by or on behalf of the Client, or the commencement of work or provision of services by a Candidate for the Client shall be deemed acceptance of these Terms and Conditions.

2.5 These Terms and Conditions supersede all previous terms of business.

3. Vacancies and Advertisements

3.1 The Consultancy shall have the right to decline, cancel or otherwise remove any vacancy advertisement provided by the Client to the Consultancy at any time, for any reason and without giving prior notice to the Client.

3.2 If any vacancy advertisement appears to demonstrate that the Client intends to discriminate on the grounds of gender, sexual orientation, race, religion or age, it will be declined unless the vacancy is exempted from the provisions of the Sex Discrimination Act 1975; the Employment Equality (Sexual Orientation) Regulations 2003; the Race Relations Act 1976; the Employment Equality (Religion and Belief) Regulations 2003; or the Employment Equality (Age) Regulations 2006. In the case of any applicable exemptions, the vacancy
advertisement must be accompanied by a written statement explaining those exemptions and how they apply to the vacancy.

3.3 If, in the opinion of the Consultancy, any vacancy advertisement indicates any illegal purposes on the part of the Client, the Consultancy may, without notice, report the vacancy and the Client to the relevant authorities. Such authorities may include, but are not limited to, the Department for Work and Pensions, ACAS, the Information Commissioner’s Office; and the Recruitment and Employment Confederation.

3.4 Vacancy advertisements shall remain open and viewable by prospective Candidates for a period of 7-14 days or otherwise as agreed between the Consultancy and the Client.

3.5 All vacancy advertisements shall contain details of no more than one single vacancy unless otherwise agreed in writing between the Consultancy and the Client.

4. The Consultancy’s Obligations

4.1 The Consultancy shall use its best and reasonable endeavours to find suitable and willing Candidates to fill such vacancies as are notified to the Consultancy by the Client.

4.2 The Consultancy shall use its best and reasonable endeavours to ensure that all vacancy advertisements are published on the date agreed with the Client or, where no date is agreed, within 24 hours of receiving details of the vacancy.

4.3 The Consultancy will endeavour to ensure that all Candidates introduced to the Client have the experience, qualifications, and authorisations which are required by the Client, by law or by any professional body, for the position(s) that the Client wishes to fill, and will also endeavour to verify the identity of Candidates prior to introducing them to the Client.

4.4 At the same time as proposing a Candidate to the Client the Consultancy will inform the Client of such matters as detailed in sub-Clause 4.3 that the Consultancy has obtained confirmation of.

4.5 The Consultancy will endeavour to take all reasonable steps to ensure that Clients and Candidates are aware of any requirements imposed by law or any professional body on the vacancy / vacancies that the Client seeks to fill.

4.6 The Consultancy cannot guarantee to find a suitable Candidate for each vacancy and gives no warranties as to the suitability of any Candidate.

4.7 Where a Candidate is offered or applying for Engagements that involve working with or caring for any persons under the age of 18, the elderly, the infirm or anyone in need of care and attention, the Consultancy will take all reasonably practical steps to ensure that it obtains
and makes available to Clients copies of all necessary authorisations required for the Engagement, two references from persons unrelated to the Candidate, and confirmation that the Candidate is not unsuitable to work with vulnerable people.

5. The Client’s Obligations

5.1 The Client shall provide to the Consultancy all information which is reasonably required for the Consultancy to provide the Services. The Client shall use its best and reasonable endeavours to ensure that such information is complete, accurate and up-to-date.

5.2 The Client shall ensure that all information provided to the Consultancy does not contain any material which could be regarded as offensive, indecent, obscene, illegal, dishonest, untruthful, defamatory or discriminatory.

5.3 The Client shall ensure that all information provided to the Consultancy does not contain any material which infringes the rights of any third parties (including, but not limited to, intellectual property rights).

5.4 The Client must provide the Consultancy with details of the vacancies that the Client wishes to fill, which must include the type of work required, the date of commencement, the duration, the hours, rates of pay and location as well as the training, qualifications and other
authorisations required by law, the Client and any professional body for the position(s).

5.5 The Client must inform the Consultancy of any Health and Safety risks or requirements of the vacancies the Client wishes to fill, as well as the action taken by the Client to minimise and control such risks.

5.6 The Client must not seek to employ any member of the Consultancy’s staff, but in the event that any member of staff accepts an Engagement with the Client, the Client must pay an Introduction Fee in accordance with Clause 6.

5.7 The Client acknowledges that the Consultancy is under no obligation to provide the Services until all required information has been provided by the Client in accordance with sub-Clause 5.1.

5.8 The Client shall inform the Consultancy immediately in the event that any relevant information changes following the submission of that information to the Consultancy. The Consultancy reserves the right to charge the Client at the rate of 5% of the recruitment fee
for any work required to make alterations to vacancy advertisements or other relevant information it holds.

5.9 Subject to the provisions of sub-Clauses 4.3 and 4.7, the Consultancy shall not verify or otherwise check any Candidate details, howsoever they may be provided to the Client.

5.10 It shall be the sole responsibility of the Client to ensure that Candidates are suitable for the relevant vacancies and to obtain any references required.

5.11 It shall be the sole responsibility of the Client to obtain any required permits (including, but not limited to, work Permits).

5.12 It shall be the sole responsibility of the Client to arrange for any required medical examinations or investigations.

5.13 The Client must notify the Consultancy immediately of any offer of an Engagement that it makes to a Candidate.

5.14 The Client must notify the Consultancy immediately of the acceptance of any offer of Engagement that is made to a Candidate and provide details of the Candidate’s remuneration.

5.15 The Client must notify the Consultancy immediately if, following the Engagement of a Candidate, the Candidate’s remuneration increases at any time during the first 12 months of the Engagement, and the introduction fee detailed in clause will be increased accordingly.

5.16 The Client must within 2 days days of offering an Engagement to a Candidate provide the Consultancy with a copy of the job offer or contract given to the Candidate.

5.17 Notwithstanding sub-Clauses 4.3 and 4.7 above the Client must satisfy itself as to the suitability of a Candidate for any vacancy, and the Client must be responsible for taking up references and checking the validity of qualifications.

6. Fees and Payment

6.1 The Introduction Fee payable by the Client to the Consultancy upon the commencement of an Engagement by a Candidate shall be calculated as the amount equal to a % of the Candidate’s remuneration during the first 12 months of the Engagement exclusive of VAT.

The fee structure is set out as:

a) Up to $99,999 at 25%, from $100,000 at 30%

6.2 If the Engagement of a Candidate is for a fixed term of less than 12 months then fee will be calculated pro rata as above.

6.3 In the event that an Engagement for a fixed term of less than 12 months is extended then a fee based on the Candidate’s remuneration for the period up to 12 months from the original Engagement will become payable by the Client.

6.4 The Client will not be liable for any fees until a Candidate commences an engagement when the Consultancy will render an invoice to the Client.

6.5 The Client must pay the Consultancy’s fees within 7 days of receiving the invoice.

6.6 The Consultancy reserves the right to charge interest at the rate of 8% above HSBC rate of interest per annum on any invoiced fees that remain unpaid by the Client from the due date to the date of payment.

6.7 Except where a Candidate has been made redundant the Client may be entitled to a refund of the Introduction Fee where it was paid on time, and where the Engagement is terminated within 8 weeks of the Candidate commencing the engagement, at the rate of 12.5 of the Introduction Fee for each week of the 8 week period not worked by the Candidate.

6.8 Where a Client has made an offer of Engagement to a Candidate but withdraws it before the Candidate commences the Engagement the Client must pay the Consultancy an amount equal to not less than 15% of the annual remuneration to which the Candidate would have
been entitled if the Engagement had proceeded.

7. Confidentiality

7.1 Each Party undertakes that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party, it shall, at all times:

7.1.1 keep confidential all Confidential Information;

7.1.2 not disclose any Confidential Information to any other party;

7.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions;

7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

7.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4 above.

7.2 Either Party may:

7.2.1 disclose any Confidential Information to:

7.2.1.1 any sub-contractor or supplier of that Party;

7.2.1.2 any governmental or other authority or regulatory body; or

7.2.1.3 any employee or officer of that Party or of any of the aforementioned persons; to such extent only as is necessary for the purposes contemplated by these Terms and Conditions, or as required by law, and in each case subject to that Party first informing the person in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause

7.2.1.2 above or any authorised employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

7.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is, or has become, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.

7.3 The provisions of this Clause 7 shall continue in force in accordance with their terms,
notwithstanding the termination of these Terms and Conditions for any reason.

8. Data Protection

8.1 The Client shall be required to comply with the provisions of the Data Protection Act 1998 and any other relevant data protection legislation from time to time in force when processing or otherwise dealing with personal data relating to Candidates. All such information shall remain confidential.

8.2 The Client shall, as required by the Data Protection Act 1998, notify itself as a data controller
to the Information Commissioner’s Office.

9. Liability

With the exception of death or personal injury the Consultancy shall not be liable or responsible for any loss or damages of any nature whether direct or indirect including any loss of profits or any consequential damages suffered or incurred by the Client as a result of the Introduction of a Candidate to the Client by the Consultancy, the Engagement of a Client Introduced by the Consultancy or the failure of the Consultancy to Introduce any Candidate to the Client.

10. Indemnity

The Client shall indemnify the Consultancy against any costs, liability, damages, loss, claims or proceedings which may arise out of its use of the Services or out of any breach of any part of these Terms and Conditions.

11. Force Majeure

Neither Party to these Terms and Conditions shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

12. Law and Jurisdiction

12.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

12.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.