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Terms & Conditions

Maxwell Bond Terms of Business
 

Please read these terms and conditions carefully as they set out the basis on which Maxwell Bond Limited of 2nd Floor, The Tootal Buildings, 56 Oxford Street, Manchester, M1 6EU (“Maxwell Bond”) introduce Candidates to you as Maxwell Bond’s Client and recipient of these terms of business.

These terms of business set out the basis on which Maxwell Bond provides its services in relation to the recruitment of staff for direct engagement and are separate and distinct from any terms of business relating to alternative services.  Maxwell Bond acts as an employment agency.
These terms and conditions apply to all requirements for the Services herein, and the Introduction of any Candidate.
These terms of business may be accepted by the Client by signature at the end of this agreement, however, once received, these terms of business are deemed to be accepted by any request for, or acceptance of, any services from Maxwell Bond, or use of any information provided, whether signed or otherwise.

Definitions
•    “Associate” means any subsidiary, parent or holding company of the Client, or any third party to whom the Client has provided information regarding a Candidate, or any person with which the Client is connected or associated by virtue of common ownership, control or familial connections.

•    “Candidate” means the person Introduced to the Client by Maxwell Bond, including any officer or employee of the Candidate (if the Candidate is a limited company) and any members of Maxwell Bond’s own staff; 

•    “Client” means the person; firm or corporate body together with any subsidiary or associated Company as defined by the Companies Act 2006 to which the Candidate is introduced; 

•    “Data laws” means any data protection legislation applicable from time to time in the UK and use herein of ‘Personal Data’, ‘Controller’, and ‘Data Subject’ shall have the respective meanings defined therein

•    “Engagement” means the Engagement, employment or use of the Candidate by the Client or any Associate on a permanent or temporary basis, whether under a contract of service or for services; under an agency, licence, franchise, or partnership agreement; or any other Engagement; directly or indirectly, including through a limited company of which the Candidate is an officer or employee; engage, engages and engaged shall have their corresponding meaning 

•    “Introduction” means the provision of information by Maxwell Bond in respect of, or relating to, a Candidate

•    “Remuneration” includes base salary, any guarantees and/or anticipated bonus, commission, allowances, car allowances, inducement payments or any taxable benefits, payable to or receivable by the Candidate in respect of an Engagement

•    “Services” means the recruitment services of Maxwell Bond as detailed herein.

1.  Introduction

1.0    The Client shall notify Maxwell Bond promptly, and in any event within 2 working days of an initial Introduction of a Candidate, if the Candidate has been introduced to, or applied directly for a position with the Client, such that the Candidate is already under active consideration for a role with the Client, together with supporting evidence. In the absence of such notification, any Engagement of the Candidate shall be deemed to be as a result of the Introduction by Maxwell Bond.
1.1    The Introduction shall continue for the period of 12 months (“Representation Period”) from the date the CV or Candidate details were provided.  For the avoidance of doubt the fact that a Candidate is introduced or referred from another source or makes a direct application for employment during the Representation Period will not reduce or end the period of an Introduction.

2.  Warranty 
2.0    Whilst Maxwell Bond will use its reasonable endeavours to ensure that the details set out in a CV or otherwise provided by it on a Candidate are accurate, it makes no express warranties and specifically disclaims any implied warranties with respect to such information provided to the extent permissible by law.  
2.1    The Client agrees and undertakes to carry out such checks as it may require on the information provided to assure itself of the accuracy of any information and the suitability of any Candidate, including any references and any work permits or visas as required.
2.2    It is the responsibility of the Client to ensure that a Candidate has any authorisations or licences required to fulfil the role for which the Candidate is Engaged. 
2.3    Maxwell Bond warrants that it will perform its services under these terms of business to a reasonable standard and in accordance with good industry practice.

3.  Client Obligations
3.0    The Client shall provide Maxwell Bond with any information it reasonably requires in respect of any requirement, or otherwise for the performance of its Services, including but not limited to full and accurate information with regard to any role, and the intentions of the Client in respect of a Candidate.  
3.1    The Client shall promptly and within 7 days confirm to Maxwell Bond when and if: -
(a)    a Candidate is offered Engagement; and
(b)    a Candidate accepts any offer of Engagement; and
(c)    a Candidate begins Engagement.
The Client shall provide the confirmation whether the offer, acceptance or commencement relates to the Client or an Associate.  
3.2    As part of the confirmation at clause 3.1, the Client shall confirm the Remuneration package offered and accepted. In the event that confirmation is not provided, for the purpose of Maxwell Bond’s fee, Remuneration shall be calculated as either the highest rate of Remuneration discussed for the role, or an amount reasonably determined by Maxwell Bond to represent the market rate Remuneration for the role, whichever is the greater.
 

4.  Fees
4.1    Where a Candidate is Engaged during the period of an Introduction the Client shall pay Maxwell Bond a recruitment fee (‘Recruitment Fee’). 
4.2    The Recruitment Fee shall, save as provided for in clause 4.4, be calculated as per the table below, a percentage of the annual Remuneration payable to, or for the services of, the Candidate in respect of the Engagement, subject to a minimum fee of £6000*.
 

Annual Remuneration 

Recruitment Fee

£0 to £29,999.99

22.5%*

£30,000 to £49,999.99

25% 

£50,000 to £74,999.99

30% 

£75,000 and above

35% 

 

4.3    Where the Client informs Maxwell Bond in advance of its commencement that an Engagement is for a fixed term (‘FTC Engagement’), Maxwell Bond will charge a Recruitment Fee calculated as per clause 4.2. 
4.4    Where the Client informs Maxwell Bond in advance of its commencement that an Engagement is temporary, being neither permanent or a FTC Engagement, Maxwell Bond may charge a Recruitment Fee calculated as 25% of the daily, weekly or monthly (as applicable) Remuneration payable to or for the services of the Candidate for the duration of the Engagement. Placement of this nature will be on a different set of terms (‘Contractor Terms’) which will be agreed between all parties prior to an assignment.
4.5    If the Client fails to inform Maxwell Bond that a Candidate is Engaged during the period of an Introduction, then Maxwell Bond will charge a Recruitment Fee calculated as 35% of the annual Remuneration payable to, or for the services of, the Candidate in respect of the Engagement, subject to a minimum fee of £12,000.
4.6    The Recruitment Fees do not include any VAT and the Client shall pay VAT at the appropriate rate on any Recruitment Fee. In the event that Remuneration is in foreign currency it will be calculated at the Bank of England Sterling exchange rate applicable on the date of Maxwell Bond’s invoice.

5.  Payment of fees
5.0    Maxwell Bond may issue an invoice 
(a)    for Recruitment Fees on the day (or after) an Engagement commences 
(b)    for all other fees at times agreed, or on delivery of the service to which the fee relates
(c)    for any agreed expenses, at intervals agreed between the Parties, or otherwise on or after the date on which the expense is incurred.
5.1    The Client agrees to pay Maxwell Bond’s fees within 14 days of the date of invoice (‘Payment Terms’).
5.2    If the Client fails to pay the invoice within the Payment Terms agreed, Maxwell Bond shall be entitled to charge interest at a rate of 8% above the Bank of England Base Rate, from time to time. Maxwell Bond may in addition to any other remedy charge a sum not exceeding £750 + VAT as its administration charge in recovering any sum overdue for more than one month. 
5.3    Any variation to the Recruitment Fees outlined in Clause 4.2, as agreed between Maxwell Bond and the Client, are subject to the payment of undisputed invoices being received on time and within the Payment Terms agreed in Clause 5.1. If payment is not received within the agreed Payment Terms, Maxwell Bond may issue a further invoice that returns the Recruitment Fee to the Standard Table of Fees as outlined in Clause 4.2

6.  Replacement 
6.0    Where the employment of a Candidate for whom a Recruitment Fee is due ends within 8 weeks of its commencement Maxwell Bond shall, subject to the conditions in clause 6.1 being met, use reasonable endeavours to introduce one or more alternative Candidates who in its opinion meet the stated criteria for the role. Maxwell Bond shall not charge any additional fee for the Engagement of a Candidate as a direct replacement for the Candidate who has left.  (‘Replacement Candidate’). If the Client Engages more than one Candidate, or engages the Candidate in an alternative role, a further Recruitment Fee shall be due in respect of that Engagement.
6.1    In order to qualify for a Replacement Candidate the following conditions must all be met:
(i)    the role in which the Candidate is engaged must be one of which Maxwell Bond has been informed of in advance of its commencement
(ii)    the Candidate must be Engaged as a permanent employee 
(iii)    the Client must inform Maxwell Bond within 5 working days of either the Candidate or Client giving notice to terminate the employment, or the employment ending, whichever is the sooner; and
(iv)    the reason for the termination of the employment is not related to redundancy or reorganisation
(v)    Maxwell Bond’s invoice must be paid within the agreed Payment Terms, and the client is not otherwise in breach of these terms and conditions.
6.2         For the avoidance of doubt no other refunds or rebates shall be payable.

7. Confidentiality and data protection 
7.0    The Client agrees to keep all information relating to an Introduction and/or Candidate as confidential and refrain from using such information, including any Personal Data contained therein, for any purpose unrelated to the Services, or Engagement of the Candidate.
7.1    Each Party agrees that any information provided by, or relating to the business affairs of, the other Party shall be treated as confidential and shall not be used, or disclosed by that Party, other than as necessary for the provision, or acceptance, of the Services. The Client acknowledges that the information it provides to Maxwell Bond may be disclosed by Maxwell Bond, subject to reasonable confidentiality obligations, to third parties involved in the provision of the Services, including, but not limited to, Candidates or third-party providers.
7.2    The restriction at clause 7.1 shall not apply to information which is in the public domain (other than by reason of a breach of these terms and conditions) or is trivial or obvious or authorised to be released or required by Court Order to be disclosed.
7.3    The capacity of each party under these terms and conditions shall be that of data Controller and each Party shall comply with its obligations under the Data laws.  
7.4    Each party warrants that it has reasonably appropriate technical and organisational measures within its organisation, including but not limited to measures which protect, as far as reasonably possible, against the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data.
7.5    The Client agrees to draw the attention of any staff deployed to interface with Maxwell Bond to Maxwell Bond’s privacy notice which can be found at:
https://www.maxwellbond.co.uk/privacy-policy
7.6    Each party agrees to cooperate with one another in the event of either an investigation or enquiry by a regulatory body, including but not limited to the Information Commissioners Office, or a request by a data subject to enforce rights relating to any personal data shared as part of, or in connection with, the Services.

8. Anti-Bribery & Corruption 
8.1    Maxwell Bond is a recruitment business who comply with all applicable laws, statutes, directives and/or regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; We do not engage in any activity, practice, or conduct which would constitute an offence under the Bribery Act 2010; including but not limited to; to offer, promise, give, request, agree, receive, or accept bribes. You will comply with the UK law for Anti-Bribery or equivalent (as amended from time to time), including but not limited to implementing ‘adequate procedures’ in line with the guidance issued by the Secretary of State under section 9 of the Bribery Act 2010; promptly report to Agency any request or demand which if complied with would amount to a breach of clause 8.1 of this Agreement or the Bribery Act 2010; ensure that any person associated with it who is performing services and/or providing goods in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Client/Candidate in this clause. 
8.2    Any breach of this clause shall be deemed a material breach of these terms and conditions entitling the party not in breach to terminate it immediately.

9. Liability
9.0    The Client shall at all times act in compliance with applicable laws in respect of both Maxwell Bond and any Candidate, and shall not take any action, or permit any action to be taken that would cause Maxwell Bond to be in breach of any applicable laws, including but not limited to Data laws and equality legislation.
9.1    The Client acknowledges and agrees that because of the nature of the Services, Maxwell Bond is reliant on the information and good faith of Candidates, and third parties who provide information relating to Candidates; accordingly, Maxwell Bond does not give any representation or warranty as to the suitability of any Candidate nor that a Candidate is or will be available to commence any Engagement with the Client. 
9.2    Save where liability cannot be limited by law neither Maxwell Bond nor its staff shall be liable to the Client for any loss, damage, delay or compensation of any kind whether in contract or tort, or for any breach of regulations by any person other than Maxwell Bond, which may arise out of these terms and conditions, nor if a suitable Candidate cannot be found. 
9.3    Save where liability cannot be limited by law 
(a)    neither Party shall be liable to the other for any indirect or consequential losses including loss of revenue, or anticipated profit
(b)    Maxwell Bond’s liability shall be limited to £250,000
(c)    the Client’s liability shall, save for Recruitment Fees payable in accordance with these terms and conditions, be limited to £250,000

 

10. Non-Solicitation
10.0    The Client agrees it shall not, during this agreement and for the period of 12 months thereafter, seek to directly or indirectly employ or otherwise engage (or seek to employ or engage) any employees, staff, officers, or other workers or contractors (‘Staff’) of Maxwell Bond. The Client agrees that should it Engage any member of Maxwell Bond contrary to this clause, it shall pay to Maxwell Bond a fee of £15,000.

11. Miscellaneous
11.0    No Agency: Nothing in these Terms of Business shall constitute any partnership, agency, or agreement of employment between the parties.
11.1    Intellectual Property Rights: Except as expressly stated in these Terms of Business nothing in these terms shall grant or be deemed to grant either party any right, title or interest in any intellectual property rights owned by the other party and nothing in this agreement shall entitle either party to use the other party's logos or trademarks or any other intellectual property rights in any way whatsoever without the prior written consent of the other party.
11.2    Variation: Amendments to these Terms of Business shall not be effective unless confirmed in writing by a Director on behalf of Maxwell Bond.
11.3    Waiver: Neither party shall have been deemed to have waived any right under these Terms of Business by reason of or failure or delay in exercising a right.
11.4    Entire Agreement: These Terms of Business contain the whole agreement between the parties relating to its subject matter and supersedes all previous written or oral agreements relating to it. These Terms constitute the contract between the Maxwell Bond and Client and are deemed to be accepted by virtue of an Introduction to the Client, or the Engagement of a Candidate or the passing of any information about the Candidate to any third party following an Introduction. 
11.5    Interpretation: For the purpose of interpretation 
(a)    the headings to the clauses in this agreement are for ease of reference only and shall not affect their interpretation.
(b)    if any provision of this agreement is declared by any judicial or other competent authority to be void, voidable, illegal, or otherwise unenforceable it may be severed from these Terms of Business and the remaining provisions of the agreement shall remain in full force and effect. The parties shall seek to amend such provision in such reasonable manner as achieves the intention of the parties without illegality
(c)    reference to a statute regulation or statutory provision shall include reference to any amendments thereto and to any subordinate legislation or modification thereto.
(d)    words importing one gender include all other genders and words importing the singular include the plural and vice versa
11.6    Third Party Rights: No person who is not a party to these Terms of Business shall have any rights to enforce its provisions.

12. Law and Jurisdiction
12.0    These Terms of Business shall be governed by and construed and interpreted in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English courts.