Manners Maclean Limited – Introduction Fees for Permanent Staff
Manners Maclean Limited to be further known throughout this contract as (MM LTD) operates mainly in the provision of business professionals into permanent roles and does this using a retained methodology. (Where the terms differ, they will be added to a schedule in appendix 1) The fees in all assignments are expressed as a percentage of the first year’s gross annual remuneration package which includes bonuses, both annual and sign-on only where guaranteed, living/accommodation/relocation/hardship where applicable.
Structured Search Fee 30.0%
Fees are payable in three installments covering the main phases of the assignment.
Engagement Fee: 10.0% (Invoiced on campaign agreement)
Short-List Fee: 10.0% (Invoiced on shortlist approval)
Completion Fee: 10% (Invoiced on Applicant’s acceptance of contract)
Payment Terms – 30 days net of invoice date. If a placed Applicant were to leave within 12 months, a replacement will be provided without further charge if invoices have been paid according to these terms (condition 11 overleaf).
Value Added Tax or Equivalent – VAT or equivalent will be charged at the prevailing rate where applicable.
Full Terms – Please find printed below.
Standard Terms and Conditions for Permanent Staff
- “Applicant” means the person Introduced by MM LTD to Client including, but not limited to, any officer or employee of the Applicant if the Applicant is a limited company, any member or employee of the Applicant if the Applicant is a limited liability partnership, and members of MM Ltd’s own staff.
- “Data Controller” means (i) “data controller” in the Data Protection Act 2018 and UK GDPR in respect of processing; and (b) “controller” in accordance with the General Data Protection Regulation (EU) GDPR 2016/679 in respect of processing;
- “Data Protection Legislation” means all applicable laws and regulations, as amended or updated from time to time, in the United Kingdom relating to data protection, the processing of personal data and privacy, including without limitation,(a) the Data Protection Act 2018 and UK GDPR; (b) the General Data Protection Regulation (EU) 2016/679 (GDPR); (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications); and (d) any legislation that replaces or converts into United Kingdom law the General Data Protection Regulation (EU) 2016/679, the proposed Regulation on Privacy and Electronic Communications or any other law relating to data protection, the processing of personal data and privacy resulting from the United Kingdom leaving the European Union;
- “Engagement” means the engagement, employment or use of the Applicant by Client or by any Third Party to whom or to which the Applicant was Introduced by Client (whether with or without MM LTD’s knowledge or consent) on a permanent basis,; under an agency, license, franchise or partnership agreement; or through any other engagement directly or through a limited company of which the Applicant is an officer
- or employee or through a limited liability partnership of which the Applicant is a member or employee; or indirectly through another company and “Engages” and “Engaged” will be construed accordingly;
- “Introduction” means – the passing of a curriculum vitæ or information about the Applicant; or the interview of an Applicant in person or by telephone and the time of the Introduction will be taken to be the earlier of (a) and (b) above; and “Introduced” and “Introduces” will be construed accordingly;
- “Personal Data” means as set out in, and will be interpreted in accordance with Data Protection Legislation GDPR;
- “Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed in connection with these Terms or which relates to any Applicant;
- “Process” means as set out in, and will be interpreted in accordance with Data Protection Legislation and “Processed” and “Processing” will be construed accordingly;
- “Third Party” means any company or person who is not Client. For the avoidance of doubt, subsidiary and associated companies of Client (as defined by s.1159 of the Companies Act 2006 and s.416 of the Income and Corporation Taxes Act 1988 respectively) are included (without limitation) within this definition;
- All and any business undertaken by MM LTD , the trading name of Manners Maclean LTD (MM LTD) is transacted subject to the terms and conditions hereinafter set out each of which shall be incorporated or implied in any agreement between MM LTD and the Client. In the event of conflict between these terms and conditions and any other terms and conditions the former shall prevail unless expressly otherwise agreed by MM in writing.
- The introduction of a Candidate or applicant (“Applicant”) introduced by MM LTD whether requested by the client or sent directly to the Client shall be deemed to be acceptance of and agreement to these terms and conditions by the Client except that where MM LTD is retained by the Client for a specific assignment, (“Retained Assignment”) these terms and conditions shall apply upon the acceptance by MM LTD of the Retained Assignment. Introduction fees will be charged whether or not the Client knew of the applicant previously.
- Fees: On a Contingent Assignment, a fee (“the Introduction Fee”) shall become payable by the Client on the day the Client and Applicant agree to engage the Applicant (which term includes employment or use whether under a contract of service or for services). On a Retained Assignment, fees will be payable as follows: a retainer fee due immediately upon commencement of the assignment and is non-refundable: a short-list fee, payable upon the presentation to the Client of a minimum of 3 Applicants who in the reasonable opinion of MM LTD meet the agreed specification this is also non-refundable; a completion fee payable on the day an Applicant agrees to an engagement with the Client. All fees shall be calculated in accordance with MM LTD’s attached scale of fees plus VAT (“Introduction Fees for Permanent Staff”).
- In the event that any Applicant who has been introduced by MM Ltd, if the Applicant is subsequently engaged by the Client within twelve months of the date on which the Client is last introduced by MM LTD to that Applicant, the Client shall pay the Introduction Fee to MM LTD in accordance with Condition 3 above.
- Where Client discloses to a Third Party any details regarding an Applicant and that Third Party subsequently Engages the Applicant within 12 months from the date of the Introduction, Client agrees to pay Employment Agency’s fee as set out in clause 5.3. There is no entitlement to any rebate or refund to Client or to the Third Party in relation to fees paid in accordance with this clause 5.1.
- If the Client introduces or re-introduces an Applicant to another person, firm or corporation resulting in the engagement of the Applicant by that person, firm or corporation within twelve months of the last introduction date, the Client shall pay the Register Search fee in accordance with Condition 3 above.
- If a retained Assignment is cancelled or deemed by MM LTD to be inactive beyond a period of 8 weeks, or if the Client for any reason alters materially (at the discretion of MM LTD) its requirements submitted to MM LTD, then, in addition to the Retainer fee and/or Shortlist fee, the Client shall pay an additional cancellation fee of 10% of the stated remuneration, plus all the agreed advertising costs and other expenses incurred by MM.
- All monies shall be paid by the Client within twenty-one days of the invoice date, unless agreed by prior arrangement. Should any invoice remain unpaid for a period of 21 days from the date of invoice:
- (i) any refund which may become due is void and full payment will be due by a Client; and
- (ii) we shall have the right to charge monthly interest at the rate of 3% of the total unpaid amount due. A further invoice for this amount will immediately be submitted to the Client which itself must be paid within 21 days of the invoice date.
- (iii) any discounts on fees agreed by Manners Mclean immediately become null and void and the full fee which would have been payable without any such discounts will immediately become payable and MM LTD will immediately submit to a Client a further invoice for the excess now due, which invoice will be payable within 21 days of the date of invoice.
- If MM LTD provides an advertising service to the Client, the Client will pay the agreed artwork and publishing costs incurred by MM LTD. An advertisement may only be cancelled on sufficient notice to enable MM LTD to withdraw the advertisement. Advertising accounts shall be paid by the Client within seven days of the invoice date.
- MM LTD will not, on behalf of the Client, reimburse an Applicant his travelling and out of pocket expenses in connection with attending an interview with the Client. Such costs shall be paid directly by the Client.
- In the event that an engagement terminates (whether by expiry of notice or otherwise) within 12 weeks of the date of commencement of work by the Applicant and provided:
- (i) the Client notifies MM LTD in writing of the termination of engagement within seven days of such termination; and
(ii) the Client or its subsidiary or associated company shall not engage the Applicant within twelve months from the date of such termination; and
(iii) the termination is not due to redundancy; and
(iv) all monies due from the Client have been paid in accordance with these terms and conditions then MM LTD shall endeavour to find a replacement at no extra cost to the Client except for agreed additional advertising costs.
Replacements will be found based on the original brief without variations, should variations apply, then MM Ltd will be able to charge a full fee for the service.
If MM LTD does not find one replacement it shall refund the fee paid under Condition 3 above, in the same proportion as the unworked period bears to 10 weeks (calculations being done to the nearest week).
12 Fees will also be payable in the event:
- (i) the Client or any body associated with it engages with the candidate within 12 months of the last introduction date in any capacity whether under a contract of service or a contract for services any person who at the time of such engagement or who within 13 weeks immediately prior thereto was employed by MM LTD or any body associated with it: or
- MM LTD shall not be liable to the Client for any loss, liability, damage, costs, claims or expense suffered or incurred by the Client arising from or connected with the recruitment or engagement of any Applicant, howsoever arising.
- Any circumstances allegedly giving cause for complaint about an Applicant, or an invoice must be notified to MM LTD and confirmed in writing within 7 days as the cause of the alleged complaint arises.
- The Client agrees that it will not, nor will it attempt directly or indirectly to solicit, interfere with, procure or entice away, either alone or jointly with any other firm, company or other organisation, any employee of MM LTD , with whom it was involved in the delivery of recruitment services, to leave the employment of MM LTD (whether or not it would be a breach of contract by the employee) for a period of 12 months after receiving these terms. If such solicitation, interference, procuration, or enticement results in the MM LTD employee leaving then a placement fee equating to 30% of annual base salary will apply.
- Data Protection
- i) comply with the instruction of the MM as regards the transfer/sharing of data between the parties hereto. If Client requires Personal Data not already in its control to be provided by Employment Agency, Client will set out their legal basis for the request of such data and accept that MM may refuse to share/transfer such Personal Data where, in the reasonable opinion of Employment Agency, it does not comply with its obligations in accordance with Data Protection Legislation;
- ii) not cause MM to breach any of their obligations under the Data Protection Legislation.
- a) investigate and defend any claim or regulatory investigation; b) mitigate, remedy and/or rectify such breach; and
- c) prevent future breaches and will provide MM with details in writing of all such steps taken.
- These terms and conditions shall be governed and construed in accordance with English Law and the parties must submit to the exclusive jurisdiction of the English Courts.
- Any amendments to these Terms of Business can only be agreed prior to commencement of the interview process and must be agreed in writing. In the absence of any written agreements to amendments, these Standard Terms of Business will apply in full.
- No variation of Introduction Fees for Permanent Staff will apply unless confirmed in writing by MM .
(ii) any such person as is referred to in (a) is or becomes engaged by any other party within 12 months of the last introduction date, where such engagement has resulted directly or indirectly from the Client passing information about such person to that other party.
(iii) The fees payable in these events are in accordance with Condition 3 above or £60,000 whichever is the greater.
- 13. The Client shall be responsible for taking up any references (including the confirmation of any professional or academic qualifications) and for arranging all medical examinations and investigations of the Applicant and for obtaining any work and other permits and shall satisfy itself as to the suitability of any Applicant prior to an engagement.
- 14. MM LTD shall endeavor to ensure the suitability of an Applicant and to maintain a high standard of service and integrity, but cannot make warranty for any candidate. It is the client’s responsibility to conduct final interviews and make decisions on the outcome of a candidate
For the purposes of this clause 18 “Data Subject” means as set out in and will be interpreted in accordance with Data Protection Legislation. For the avoidance of doubt, Data Subject includes Candidate.
18.1. a) The parties hereto acknowledge that MM is a Data Controller in respect of the Personal Data of Candidate and provides such Personal Data to Client in accordance with the Data Protection Legislation for the purposes anticipated by these Terms; b) The parties hereto acknowledge that Client is a Data Controller but the parties hereto are not Joint Controllers (as defined within Data Protection Legislation) save where a specific agreement is made to that effect between the parties hereto; c) The parties hereto warrant to each other that any Personal Data relating to a Data Subject, whether provided by Client, MM or by Candidate, will be used, Processed, and recorded by the receiving party in accordance with Data Protection Legislation; d) The parties hereto will take appropriate technical and organisational measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration, or disclosure.
In the event Client becomes aware of an actual or any reasonably suspected Personal Data Breach, it will immediately notify MM and will provide MM with a description of the Personal Data Breach, the categories of data that was the subject of the Personal Data Breach and the identity of each Data Subject affected and any other information the MM reasonably requests relating to the Personal Data Breach.
18.2. In the event of a Personal Data Breach, Client will promptly (at its own expense) provide such information, assistance and cooperation and do such things as MM may request to –
18.3. Client will not release or publish any filing, communication, notice, press release or report concerning any Personal Data Breach without the prior written approval of MM.
18.4. Client agrees it will only Process Personal Data of Candidate for the agreed purpose that is introduction for a Vacancy pursuant to these Terms.
18.5. Client will provide evidence of compliance with clause 18 upon request from MM.
18.6. Client will indemnify and keep indemnified MM against any costs, claims or liabilities incurred directly or indirectly by MM arising out of or in connection with any failure to comply with clause 18.
18.7. Each party shall comply with the Data Protection Legislation on data protection and privacy for all individuals within the European Union and the terms “Data Controller” and “Data Processor” will have the meanings given to them under the Act. To the extent that any data or information provided by one party to the other party contains personal data within the meaning of the Data Protection Legislation or equivalent legislation, the party deemed to be the Data Processor will: (i) process such data and information only in accordance with the Data Controller’s instructions; (ii) not transmit such data and information to a country or territory outside the European Economic Area without the Data Controller’s prior written consent unless at least one of the permitted derogations set out in the GDPR ; and (iii) take such technical and organisational measures against unauthorised or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate.