1.  DEFINITION

“Agency” Eight Global Ltd. (registered company no. 14388532) of Acresfield 8-10 Exchange Square, 3^rd Floor, Manchester , England M2 7HA (“The Agency”)

“Candidate” pertains to 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;

“Introduction Fee” means the fee payable by the Client to the Agency for an Introduction resulting in an Engagement

“Rate Card” pertains to the rate card in Schedule 1 attached to these Terms and Conditions;

“Salary” means the Applicant’s gross annualised income (before tax and other deductions) in connection with the first year of the Engagement including (without limitation) allowances and market supplements provided that were such income is not known or not disclosed by the Client to Eight Global, Eight Global determination based on the market level of annual salary applicable for the position in which the Applicant has been Engaged may be applied. For direct engagements that are part time or expected to be shorter than 12 months, the Applicant’s income shall be annualised to a 12 month full time equivalent salary and this gross annualised salary shall be used to calculate the fees. Where actual income information is not provided by the client, full time will be considered as 52 weeks of 37.5 hours per week or 52 weeks of 5 days.                                                                          

“Engagement” means the engagement, 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 be construed accordingly;

“Introduction” means (i) the passing to the Client of a curriculum vite or information which identifies the Candidate or (ii) the Client’s interview of a Candidate (in person, by telephone or by any other means); and, in either case, which leads to an Engagement of the Candidate

2. THE CONTRACT

2.1           These terms of business and the included Schedule (“The Terms”) constitute the contract between the Agency and the Client for the supply 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 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. A copy of the varied terms is 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 Salary agreed with the Candidate together with any documentary evidence as requested by the Agency; and 3.1.3. Pay the Introduction Fee, to be calculated in accordance with the provisions of this clause 3, by the due date for payment in clause 3.6
3.2          The Introduction Fee calculated in accordance with clause 3.3 below is payable if the Client Engages the Candidate within the period of 12 calendar months from the date of (a) the Introduction, (b) the Client’s withdrawal of an offer of Engagement or (c) the Candidates rejection of an offer of an Engagement, (whichever is the later).
3.3          The Agency standard charge is 40% of the Annual Salary. The standard charge will be discounted according to the Rate Card in Schedule 1 below subject to satisfactory compliance with clauses 3.1.1 and 3.1.2 of these Terms and Conditions.
3.4          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
3.5          The Introduction Fee shall be payable within 30 days of the date of the Agency’s invoice which shall be rendered once the Candidate accepts the offer of the Engagement, whether such offer is conditional or not.
3.6          The Agency reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment. The Agency reserves the right to withdraw the discounted rates stated in Schedule 1 or otherwise agreed with the Client and charge 30% on invoiced amounts unpaid by the due date plus 90 days.

4. INTRODUCTIONS TO THIRD PARTIES

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 12 months of the Agency’s Introduction of the Candidate to the Client, then the Client will be liable to the Agency for payment of an Introduction Fee under clause 4 in any circumstances.

5. SUITABILITY

The Agency Endeavours to endure the suitability of any Applicant introduced to the Client. Notwithstanding this the Client is responsible for satisfying itself as to the suitability of the Applicant, taking up references, checking qualifications and identity, carrying out any criminal records bureau disclosure, confirming skills, qualifications, integrity (including licenses, work permits, visas) and arranging medical examinations and the like. Such responsibility extends to verifying any written or oral statement or representation about an Applicant made by The Agency. The Client agrees that it may not delay or refuse to pay fees on the grounds of  the Applicant’s suitability referred to in this clause or otherwise.

6. CONFIDENTIALITY

Information concerning the Applicant is strictly confidential. Where the Client passes an Introduction or information concerning the Application to any other party (whether or not associated to or connected with the Client) and that party enters into an Engagement, the Client is liable to pay the fee as if the engagement was between the Client and the Applicant.

7. LIABILITY

7.1          The Agency shall not be liable to the Client under any circumstance (other than for the death or personal injury arising from The Agency’s own negligence) for any loss, injury, damage expense or delay (whether direct, indirect or consequential)  incurred or suffered by the Client whether arising from or in any way connected with an Engagement or with an allegation relating to the suitability of the Applicant or any act or omission of the Applicant or from the failure of The Agency in introducing an Applicant
7.2          Any liability which the Agency may have in connection with an Engagement is limited to a sum not exceeding the fees paid or due to the Agency by the Client pursuant to the Rate Card in Relation to the Engagement
7.3          Each Engagement represents an individual contract and the Client shall have no right to set off or counterclaim in respect of different Engagements
7.4          The Client acknowledges that the limitations and exclusions of the obligations and liabilities of The Agency set out in these Terms and Conditions are reasonable and reflected in the fees payable to The Agency.