1. DEFINITIONS

1.1. In these Terms the following definitions apply:

“Agency” Origin Legal Limited (registered company no. 4976835) of The Studio, Lodge Park, Lodge Lane, Langham, Essex CO4 5NE (“the Agency”); 

“Candidate” means the person introduced by the Agency to the Client for an Engagement including any officer, employee or other representative of the Candidate if the Candidate is a corporate body, and members of the Agency’s own staff; 

“Client” means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to which the Candidate is introduced;

“Engagement” means the engagement (including the Candidate’s acceptance of the Client’s offer), employment or use of the Candidate by the Client or by any third party to whom the Candidate has been introduced by the Client, 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; or through a limited company of which the Candidate is an officer, employee or other representative; and “Engage”, “Engages” and “Engaged” shall beconstrued accordingly;

“Introduction” means (i) the passing to the Client of a curriculum vitæ or information which identifies the Candidate or (ii) the Client’s interview of a Candidate (in person, by telephone or by any other means), following the Client’s instruction to the Agency to search for a Candidate; and, in either case, which leads to an Engagement of the Candidate; and
“Introduces” and “Introduced” shall be construed accordingly;

“Remuneration” includes gross base salary or fees, guaranteed and/or anticipated bonus and commission earnings, allowances, inducement payments, the benefit of a company car and all other payments and taxable (and,
where applicable, non-taxable) emoluments payable to or receivable by the Candidate for services rendered to or on behalf of the Client or any third party. Where the Client provides a company car, a notional amount of £3,000 will be added to the salary in order to calculate the Agency’s fee.

1.2. Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.

1.3. The headings contained in these Terms are for convenience only and do not affect their interpretation.

2. THE CONTRACT

  2.1.  These terms of business and the attached Schedule(s) (“the Terms”) constitute the contract between the Agency and the Client for the Introduction of permanent or contract staff (to be engaged directly by the Client) and are deemed to be accepted by the Client by virtue of an Introduction or the Engagement of a Candidate, or the passing by the Client of any information about a Candidate to any third party following an Introduction.

  2.2.  These Terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of the Agency, these Terms prevail over any other terms of business or purchase conditions (or similar) put forward by the Client.

  2.3.  No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a Director of the Agency and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.

  2.4.  The Agency acts as an employment agency (as defined in Section 13(2) of the Employment Agencies Act 1973) when Introducing Candidates to the Client for direct Engagement by that Client. 

3. NOTIFICATION AND FEES

  3.1.  The Client agrees to:

          3.1.1. notify the Agency immediately of the terms of any offer of an Engagement which it makes to the Candidate;
          3.1.2. notify the Agency immediately that its offer of an Engagement to the Candidate has
          been accepted and to provide details to the Agency of the Remuneration agreed with the Candidate together with              any documentary evidence as requested by the Agency; and
          3.1.3. to pay the Agency’s fee within 14 days of the date of invoice.

  3.2. Except in the circumstances set out in clause 5.1 below, no fee is incurred by the Client until the Candidate commences the Engagement whereupon the Agency will render an invoice to the Client for its fees. 

  3.3. The Agency reserves the right to charge interest on invoiced amounts unpaid for more than 14 days at the rate of 4% per annum above the base rate from time to time of the Bank of England, from the due date until the date of actual payment. 

  3.4.  The fee payable to the Agency by the Client for an Introduction resulting in an Engagement is as
           follows:

           3.4.1. Contingent-based assignment, the amount equal to 25% of the Remuneration applicable
           during the first 12 months of the Engagement.

           3.4.2. Exclusive headhunt / search assignment, the amount equal to 30% of the projected first
           year’s remuneration. The fee will be charged in 2 tranches as follows: one third of the projected fee will be charged                 at the outset of the Engagement as a non-refundable retainer, with the remaining balance of the fee payable on                   the start date of the successful Candidate.

          3.4.3. Exclusive advertisement / search campaign, the amount charged will be subject to a separate agreement                      between Origin Legal and the Client according to the campaign required.

  3.5. The Client’s obligations under this clause 3 shall be performed without any right of the Client to invoke set-off,           deductions, withholdings or other similar rights.

  3.6. VAT is charged at the standard rate on all fees.

4. REFUNDS

    4.1. In order to qualify for the following refund, the Client must pay the Agency’s fee within 14 days of the date of invoice      and notify the Agency in writing of the termination of the Engagement within 7 days of its termination. 

  4.2. If the Engagement terminates before the expiry of 12 weeks from the commencement of the Engagement (except        where the Candidate is made redundant) the fee will be refunded in accordance with the accompanying Scale of                  Refund set out in the schedule to these Terms. 

  4.3. If subsequent to the Client receiving a refund the Candidate is reengaged within a period of 6 calendar months from    the date of termination, the refund shall then be repaid to the Agency. The Client shall not be entitled to any further            refunds in relation to the reengagement of this Candidate.

5. CANCELLATION FEE

    If, after an offer of Engagement has been made to the Candidate that the Candidate has accepted in writing, the Client      decides for any reason to withdraw this offer, the Client shall be liable to pay the Agency a minimum fee of 5% of the            annual Remuneration.

6. INTRODUCTIONS

     6.1 Introductions of Candidates are confidential. If a Client discloses a Candidate’s details to a third party, that will be             deemed to be a “Third Party Introduction”. If that Third Party Introduction results in an Engagement of the Candidate         by the third party within 6 months of the Agency’s Introduction of the Candidate to the Client, then the Client will be           liable to the Agency for payment of the Agency’s fee calculated in accordance with clause 3.4 with no entitlement to          any refund. 

    6.2.  An introduction fee calculated in accordance with clause 3.4 will be charged in relation to any Candidate engaged        as a consequence of or resulting from an introduction by or through the Agency, either direct or indirect, within 6                  months from the date of the Agency’s Introduction.

    6.3. Where the amount of the actual Remuneration charge is not known, the Agency will charge a fee calculated in              accordance with clause 3.4 on the minimum level of remuneration applicable for the position in which the Candidate          has been engaged with regard to any information supplied to the Agency by the Client and / or comparable positions          in the market generally for such positions.

7. SUITABILITY CHECKS

The Agency endeavours to ensure the suitability of any Candidate introduced to the Client. Notwithstanding this the Client shall satisfy itself as to the suitability of the Candidate and the Client shall take up any references provided by the Candidate to it or the Agency before engaging this Candidate. The Client shall be responsible for obtaining work and other permits if required, for the arrangement of medical examinations and / or investigations into the medical history of any Candidate, and satisfying any medical and other requirements or qualifications required by law of the country in which the Candidate is engaged to work.

8. CONFIDENTIALITY AND DATA PROTECTION

All information relating to a Candidate is confidential and subject to the Data Protection Laws and is provided solely for the purpose of providing work-finding services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the Data Protection Laws in receiving and processing the data at all times. In addition information relating to the Agency’s business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.

9. LIABILITY

The Agency shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with the Agency seeking a Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of the Agency to introduce any Candidate. For the avoidance of doubt, the Agency does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law.

10. NOTICES

All notices which are required to be given in accordance with these Terms shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email or facsimile transmission, when that email or facsimile is sent.

11. 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.

12. GOVERNING LAW AND JURISDICTION

These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the
Courts of England & Wales.