Terms and Conditions for Clients

1. DEFINITIONS

1.1 In these Terms of Business the following expressions shall have the following meanings:

•  "The Applicant" means the person introduced by the Agency to the Client for an Engagement.

•  "Client" means the person; firm or corporate body together with any subsidiary or associated Company as defined by the Companies Act 1985 in which the Applicant is introduced.

•  "Agency" means A Perfect Balance Limited of 43 Bath Place, Chilbolton Avenue, Winchester, Hampshire, SO22 5HH

•  "Engagement" means the engagement, employment or use of the Applicant by the Client or any third party on a permanent or temporary basis.

•  "Introduction" means (i) the communicating by any means whatsoever of the identity of the Applicant (ii) the Client's interview of an Applicant in person or by telephone, following the Client's instruction to the Agency to search for an Applicant; or (iii) the passing to the Client of a curriculum vitae or information, verbally or in writing.

•  "Remuneration" include 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 Applicant for services rendered to or on behalf of the Client.

1.2 Unless the context requires otherwise, words importing the singular shall include the plural and vice versa.

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

1.4 The agency will operate as an employment agency in relation to the client. The agency will have no authority to enter into a contract with the Applicant on behalf of the Client.

1.5 The complete and partial invalidity or unenforceability by any competent authority of any provision herein for any purpose shall in no way affect the validity or enforceability of such provision for any other purpose of the remaining provisions.

2. THE CONTRACT

2.1 These terms constitute the contract between the Agency and the Client and are deemed to be accepted by the Client by virtue of an Introduction to, or the Engagement of an Applicant or the passing of any information about the Applicant 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 duly authorised officer of the Agency, these Terms of Business prevail over any other terms of business or purchase conditions 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 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.

3. NOTIFICATION AND FEES

3.1. The Client agrees:

(a) To notify the Agency immediately of any offer of an engagement which the Client makes to the Applicant;

(b) To notify the Agency immediately that Clients offer of an Engagement to the Applicant has been accepted and to provide details of the Remuneration to the Agency: and

(c) To pay the Agency's fee within 7 days of the date of invoice, and to pay fees for placements outside of the UK prior to the departure of the Applicant from their country of residence.

3.2 The Agency reserves the right to charge interest on the fees overdue at the rate of 5% from the due date until the date of payment. Interest will apply both before and after a Court Judgement.

3.3 The fee payable to the Agency by the Client for an Introduction resulting in an Engagement is clearly outlined on the Fee information sheet.

3.4 The fee for the introduction becomes payable upon confirmation of booking the Candidate (not the date booking commences). The fee must be paid within seven working days of the date of invoice, or prior to the booking, whichever is sooner. The Client must confirm the booking in writing to the Applicant and is liable to pay the Applicant from the date he/she is booked.

3.5 All fees must be paid in full prior to Applicant commencing employment with the Client.

3.6 Placements for periods of longer than six months are deemed permanent. In the event that the Engagement is for a fixed term of between 6 and 12 months, the fee in clause 3.3 will apply pro-rata. If the Engagement is extended beyond the initial fixed term or if the Client re-engages the Applicant within six 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 fixed term, up to the termination of the second Engagement or the first anniversary of its commencement, whichever is the sooner.

3.7 In the event that the Applicant appointed on a temporary basis is invited to take up a permanent position with the Client then a full permanent fee will be charged at the applicable rate.

3.8 In the first year of engagement in the event that the agreed hours that the Applicant works are increased at the request of the Client and subsequently agreed by the Applicant, the Agency reserves the right to charge the increase on the relevant fee.

3.9 The fee payable to the Company by the Client for an introduction resulting in an Engagement is the amount equal to 10% of the Remuneration applicable during the first 12 months of Engagement.

4. GUARANTEE AND REFUNDS

4.1 In order to qualify for the following guarantee, the Client must pay the Agency's fee within 7 days of the date of invoice and for overseas Placements prior to the Applicant's departure from their country of residence, and the Client must notify the Agency in writing of the termination of the Engagement within 7 days of its termination. Accounts not so settled remain payable in full.

4.2 The employment has not been terminated due to unreasonable demands by the Client or there has been a change in job description, hours, pay or job location.

4.3 If the engagement terminates with just cause before the expiry of 6 weeks from the commencement of the Engagement (except where the Applicant is made redundant) every effort will be made by the Agency to find a suitable replacement Applicant at no extra charge, within three months of notification of termination to the Agency. Only one such replacement is due per introduction fee paid.

4.4 Should a replacement Applicant not be found, the Agency will, at the discretion, issue a credit note or a refund based on the day of the Applicant's departure from the position of employment on the following scale

Period of Engagement                                             Percentage of Refund

1-2 weeks                                                                        50%

2-3 weeks                                                                        35%

3-4 weeks                                                                        25%

4-6 weeks                                                                        10%

No refund is available after six weeks.

4.5 If the Client re-engages the Applicant within six months from the date of termination of the first Engagement there shall be no entitlement to a refund and any refund paid or allowed by the Agency shall be repaid by the Client.

5. INTRODUCTIONS

5.1 Introductions of Applicants are confidential. The disclosure by the Client to a third party of any details regarding an Applicant introduced by the Agency which results in an Engagement with that third party within 6 months of the Introduction renders the Client liable to payment of the Agency's fee as set out in clause 3.3 with no entitlement to any refund.

5.2 An introduction fee calculated in accordance with clause 3.3 will be charged in relation to any Applicant engaged as a consequence of or resulting from an introduction by or through the Agency, whether direct or indirect, within six months from the date of the Agency's Introduction.

5.3 Where the amount of the actual Remuneration is not known the Agency will charge a fee calculated in accordance with clause 3.3 on the minimum level of remuneration applicable for the position in which the Applicant has been engaged with regards to any information supplied to the Agency by the Client and/or comparable positions in the market generally for such positions.

5.4 Details of an Applicant will be deemed to have been passed on, and an introduction fee payable by the Client in consequence, if an Applicant is engaged by a person connected with the Client within twelve months of any information concerning that Applicant being supplied to the Client by the Agency. The phrase "connected with" has the meaning set out in regulation 3 of the conduct of Employment Agencies and Employment Businesses Regulations 2003.

5.5 Introductions are strictly confidential and all documents prepared or information supplied concerning an Applicant are for the exclusive and confidential use of the Client and must not be passed on to another employer or any other person without the express agreement of the Agency. No documentation or other information supplied by the Agency shall be reproduced except with prior agreement from the Agency. The Client shall not contact any Applicant or other person disclosed in information supplied by the Agency without the prior agreement of the Agency.

6. SUITABILITY AND REFERENCES

6.1 The Agency endeavours to ensure the suitability of any Applicant introduced to the Client by obtaining confirmation of the Applicant's identity: that the Applicant has the experience, training, qualifications and any authorisation which the Client considers necessary or which may be required by law or by any professional body: and that the Applicant is willing to work in the position which the Client seeks to fill.

6.2 The Client shall satisfy themselves to the overall suitability of the Applicant and the Client shall take up any references provided by the Applicant to it or the Agency before engaging such Applicant. The Client is responsible for obtaining work permits and/or such other permissions to work as may be required, for the arrangement of medical history of any Applicant, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Applicant engaged in work.

6.3 If the position which the Client seeks to fill is one for which the Applicant is required by law or by any professional body to have any qualifications or authorisation to work, or is one which involves working with or caring for or attending a person or persons under age 18 or caring for or attending person who by reason of age, infirmity or other circumstances is in need of care or attention, the Agency will obtain copies of any relevant qualifications or authorisations of an Applicant and two references in relation to the Applicant and provide copies to the client.

7. DETAILS OF THE CLIENT

7.1 Prior to the Agency providing any details of an Applicant to the Client, the Agency will take all reasonable steps to comply wit the conduct of Employment Agencies and Employment Business regulations 2003 and to obtain as much relevant information in regards to the Client and the position as is reasonably possible.

7.2 The Client authorises the Agency to advertise the availability of the positions which the Client engages the Agency to seek to fill.

8. CANCELLATION  

8.1   If the Client cancels a confirmed booking less than fourteen working days prior to commencement of the Applicant, the full fee is payable, and one week's salary is payable to the Applicant. If the Client wishes to cancel a booking due to extenuating circumstances, the Client can do so by informing the Agency in writing providing fourteen working days notice, the Agency reserves the right to charge 25% of the fee for work incurred.

9. LIABILITY

9.1 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 supplying an Applicant. For the avoidance of doubt, the Agency does not exclude liability for death or personal injury arising from its own negligence.

9.2 Applicants are not the employees of the Agency. No warranty is offered in respect of suitability, honesty, capability or character of any Applicant introduced by the Agency and employed by the Client.

9.3 The Agency accepts no liability for any act or omission of any Applicant introduced by the Agency even if such act or omission is negligent or fraudulent or reveals any dishonesty.

10. LAW

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

10.2 These Terms and Conditions are valid from 1 st August 2007 and supersede all previous terms of business