Terms and Conditions
COMMERCIAL TERMS
Eutopia is committed to maintaining a high level of service in our dealings with you and would like to thank you in advance for your business. In the meantime, all of Eutopia’s permanent recruitment business is conducted upon the general and full terms printed below, unless otherwise agreed.
INTRODUCTION FEES
Fees are payable on an annual Remuneration Package as follows:
Salaries <£50,000 (or equivalent): 20%
Salaries >£50,000 to <£85,000 (or equivalent): 25%
Salaries >£85,000 (or equivalent): 30%
PAYMENT TERMS
Within 15 days of the commencement of the Engagement.
REBATE TERMS
a) If an Applicant terminates the Engagement within 8 weeks after the commencement date, for any reason (other than the Applicant’s death), Eutopia will seek to introduce a replacement Applicant at no extra charge.
b) Should Eutopia fail to seek a suitable replacement Applicant within 30 days of notification of the Applicant’s termination, Eutopia agrees to refund a proportion of any Fee paid.
c) The refunded proportion of the Fee shall be 8/8 of the Fee if the termination takes place during the first week after the commencement date, 7/8 during the second week, 6/8 during the third week, 5/8 during the fourth week, 4/8 during the fifth week, 3/8 during the sixth week, 2/8 during the seventh week and 1/8 during the eighth week.
d) Any refund or replacement is conditional upon:
- The Fee and any other invoiced sum having been paid by the Due Date
- The Client notifying Eutopia in writing with 7 days of the termination and the reason for it; and
- The Applicant not being re-engaged in any capacity by the Client or any parent, subsidiary or associated company of the Client within twelve months of the Introduction
e) If the Applicant is re-engaged as set out in point 3 above, the Client shall notify Eutopia immediately and repay the refunded amount as if the date of notification was the Payment Date for the purposes of these terms.
1. Definitions
In these terms:
a) “Applicant” means anyone who is referred or about whom information is supplied to a Client. It includes someone who may have been known or referred to that Client before instructions are given or the Introduction is made.
b) “Eutopia” means Eutopia Solutions Limited upon whose behalf these terms are issued.
c) “Client” means the person or persons to whom an Introduction is made. It includes anyone who asks Eutopia for an Introduction, gives Instructions or interviews an Applicant on behalf of a Client (“Client Intermediary”).
d) “Engagement” means any contract under which (directly or indirectly) the Applicant agrees to provide services to or for the Client or at the Client’s direction. “Engagement” and “Engaged” shall be construed accordingly.
e) “Fee” means a sum equivalent to a percentage of the Remuneration Package, calculated at the rates set out above. It includes any additional fees that may have to be charged under Clauses 6 b) 2 and 4. The Fee is exclusive of any VAT or applicable withholding tax, which must be paid by the Client at the prevailing rate.
f)”Instructions” means information about the Engagement, the Remuneration Package or the Client’s requirements concerning an Applicant’s qualifications or experience.
g) “Introduction” means the referral of an Applicant or the provision of any information about an Applicant to a Client by Eutopia or any associate, subsidiary or agent of Eutopia.
h) “Losses” means any kind of loss, cost, expense, charge, damage, liability for death or personal injury caused by negligence.
i) “Remuneration Package” means the total amount, before the deduction of any tax, of the salary, fees, profit share or equivalent remuneration and all commissions, bonuses, allowances (including car allowances) and benefits of any kind in respect of the first year of the Engagement.
2. Precedence of Terms
a) All Instructions are accepted and every Introduction is made subject to these terms. An Introduction is made when a referral or any information about the Applicant arrives at the Client’s office.
b) Giving Instructions, arranging an interview with or requesting further information about or from the Applicant, is acceptance of and agreement to these terms by the Client.
c) These terms are paramount. They prevail over any other terms or conditions which may conflict with their provisions or, but for this term, may have been incorporated into any agreement between Eutopia and the Client.
3. Introductions
a) An Introduction, and any information about an Applicant, is provided to the Client in strict confidence and for the purpose of considering whether it wishes to engage that Applicant. The Client must not disclose an Introduction or any information about an Applicant to anyone else. In particular, the Client must not approach an Applicant’s current employer until the Client has made an offer of Engagement to that Applicant and has the Applicant’s permission to do so.
b) The Client must not re-introduce an Applicant to anyone else. If, within twelve months of the Introduction it does so, and this leads to a contract equivalent to an Engagement with someone other than the Client, the Client must pay the Fee as if there had been an Engagement under these terms unless that other person pays Eutopia a sum equivalent to the Fee.
4. Liability
a) Eutopia will use due skill and care in locating and introducing Applicants. Beyond that, no other term or condition is to be implied concerning Eutopia’s services. In particular, Eutopia does not warrant or make any representations about the suitability of, or the accuracy of any information concerning, an Applicant (as this information comes from the Applicant or other sources outside Eutopia’s control) and none is to be implied from anything Eutopia may undertake or provide.
b) Any decision to proceed with an Introduction, enter into an Engagement or incur any expense is a matter for the Client. The Client agrees that the responsibility for assessing and ensuring an Applicant’s suitability for an Engagement including taking up or confirming references, educational background, medical history, or obtaining any work and other permits and assessing or confirming qualifications, remains with the Client at all times. The Client is strongly advised by Eutopia to, and agrees to, take any of the steps referred to before offering or entering into an Engagement.
c) Eutopia, its subsidiaries, associates, staff and agents (for whom Eutopia acts for the purpose of this and the following provision) shall not be liable, on any basis, for any Losses arising from, caused by or connected with Eutopia’s taking the Client’s Instructions, the Introduction, the acts or omissions of an Applicant or an Engagement even if an Applicant acts or has acted negligently, dishonestly or fraudulently.
d) However, if, despite the previous provision, a Court determines that, for any reason and on any basis, Eutopia or any of its subsidiaries, associates, staff or agents is liable to the Client for any Losses, their aggregate liability shall be limited to the Fee actually paid by the Client.
e) Eutopia shall not under any circumstances be liable for any indirect or consequential loss, loss of revenue, profit, data, goodwill, anticipated savings howsoever caused.
5. Client Responsibilities
The Client agrees
a) To give Eutopia the Instructions it may require from time to time to assist it in locating and introducing Applicants.
b) To act promptly, reasonably and in good faith (including not applying any discriminatory standards or practices) when deciding whether it wishes to engage an Applicant.
c) Not to prevent or impede Eutopia from making an Introduction or otherwise earning and receiving the Fee in any other way.
d) To indemnify Eutopia against any Losses it incurs as a result of the Client’s delay in giving, changes in or failure to give adequate Instructions, or any breach of these terms by, or the negligence or other wrongful act, omission or statement of the Client.
e) Where previously agreed with the Applicant or Eutopia, to be responsible for all reasonable expenses that a selected candidate incurs in attending an interview at the client site or any other agreed location, such expenses to be paid directly to the candidate unless otherwise agreed with Eutopia.
6. Payment of fees
a) The Fee becomes payable by the Client if an Applicant accepts an offer of Engagement at any time within 12 months of the Introduction being made. However, a Fee is not payable if an Applicant accepts an offer but fails to commence the Engagement through no fault of the Client.
b) The Client must:
1. Notify Eutopia immediately an Applicant is offered an Engagement and provide full details of the Remuneration Package (and copies of any relevant contract and other documents if Eutopia so requests) and when a commencement date for the Engagement is agreed.
2. Update Eutopia immediately if there is any change in the offered or agreed Remuneration Package or the commencement date. Eutopia reserves the right to adjust the Fee or require the payment of an additional fee if there is a change.
3. Pay the Fee within 30 days of the commencement of the Engagement (“the Payment Date”).
c) Eutopia will calculate and invoice the Client for the Fee and for any other sum payable by the Client under these terms. Unless there is an obvious error in any calculation shown on any invoice, the invoiced sum will be final and binding as the sum due from the Client. It is absolutely essential that the Fee and any other invoiced sum is paid, without deduction, by the Payment Date or, if for any reason it is issued later than the Payment Date, within 15 days from the date of any invoice.
d) The Client must not make any deduction from, or assert or exercise any set-off, lien or other right or claim against the Fee, any other invoiced sum or any interest that may become payable under clauses 6 e) 1.
e) If the Fee or any other invoiced sum is not paid within the time specified in Clause 6 c) (“the Due Date”) and in full, then
1. Interest shall be paid on any outstanding balance, for the first 30 days, at the rate of 5% above, and thereafter, at the rate of 8% above the Barclays Bank’s (or its successor’s) prevailing base lending rate, that interest accruing daily from the Due Date until payment (whether before or after judgement) and, while any part of the balance or interest remains outstanding.
2. Eutopia may give notice to the Client terminating or, at its option, suspending, in either case with immediate effect, its performance of and any of its obligations under this and any other agreement then in force between itself and the Client, until the outstanding balance and any interest has been paid in full. Eutopia will not incur any liability, upon any basis or for any reason, for any Losses resulting from, and the Client will indemnify Eutopia against any Losses it incurs as a result of, any termination or suspension. A termination or suspension will not release the Client from performance of, or any of its obligations under, or otherwise vary the terms of any agreement.
3. Eutopia may also recover from the Client, as a sum due under these terms, any costs or other expenses it incurs, in enforcing and recovering any payments due from the Client.
7. Term and Termination
a) This Agreement shall commence on the date these terms were signed by the Client and shall continue unless otherwise terminated by either party upon giving to the other 30 days written notice.
b) Either party shall be entitled to terminate this Agreement forthwith by notice in writing to the other party, if the other party shall commit or allow to be committed:
i) any material or irremediable breach of any of this Agreement; or
ii) any other breach of this Agreement (not being material), where the party in breach shall fail to remedy any such breach (where capable of remedy) within 14 days after notice has been given by the innocent party to the party in breach requiring remedy of the same.
8. General
a) This is the entire agreement between the parties. The agreement may not be cancelled and these terms may not be varied or their application or any breach of them waived other than by a document signed by a Director of Eutopia. No one else acting for Eutopia has authority to agree to any variation or waiver.
b) If a specific fee or payment arrangement has been made between Eutopia and the Client, which includes a variation of any of these terms and the Client breaches any term of that arrangement, then all of these terms shall be substituted for and form part of that agreement with immediate effect.
c) In addition to and without prejudicing any of its other remedies, Eutopia may terminate the agreement between the parties with immediate effect if the Client breaches any of its terms or (in Eutopia’s view) materially alters the instructions.
d) If the agreement is cancelled or terminated because of a material alteration to the Instructions, the Client must indemnify Eutopia against Losses incurred by it to that date or resulting from the cancellation or termination.
e) Eutopia shall not incur any liability to the Client for any Losses if the performance of Eutopia’s obligations is prevented or delayed by the acts or omissions of others or other events, which are beyond its control.
f) If any of these terms is or becomes invalid or unenforceable for any reason, the others shall continue in full force and effect.
g) These terms supersede any other terms previously issued by Eutopia or applied to any permanent placement business between the parties.
h) Both Eutopia and the Client agree not to entice, approach, solicit or induce with offers of employment or engagement, directly or indirectly, any of the other party’s employees that it has had direct contact with under this agreement, without the prior agreement of the other party. In the event that the Client employs or engages an employee of Eutopia, then a Fee calculated upon that person’s Remuneration Package at the rates shown above, shall become payable to Eutopia by the Client on the same terms herein.
i) Eutopia acts as an employment agency (as defined in Section 13(2) of the Employment Agencies Act 1973) when Introducing Applicants to the Client for direct Engagement by the Client.
j) The terms and any agreement between the parties are governed by and are to be construed in accordance with the laws of England and Wales unless Eutopia decides otherwise. Eutopia and the Client submit to the exclusive jurisdiction of the English courts and proceedings must be brought in London unless Eutopia decides otherwise.