VERRUS TERMS AND CONDITIONS OF BUSINESS – JANUARY TO DECEMBER 2023

The following terms (to the exclusion of any others stipulated by the Client) apply to all contracts for the engagement of staff introduced directly or indirectly by Verrus Group (“the Company”) to the Client (which phrase shall where the context admits include any associated, holding or subsidiary, individual, firm or corporation of the Client):

Section 1 – Applicant Placement

1.1           

The interviewing (or the arrangement of an interview) or offering of employment by the Client to an Applicant introduced by the Company constitutes acceptance by the Client of these terms and conditions. “Employment” includes employment by the Client immediately upon acceptance of any offer of employment.

1.2              

The receipt of a CV, resume, or profile in a paper or any electronic format is deemed to be an introduction.

1.3              

All introductions last for a full twelve months from the last documented point of dialogue between the Client and the Company. As such, the contract fee (as defined in these terms) is payable if an Applicant is employed within this period by the Client whether further interviews are organised by the Company or by any other method, and whether the Company was the effective cause of the offer of employment.

1.4              

The contract fee shall also be payable by the Client if the offer of employment or the employment itself is by an associated, holding, or subsidiary individual, firm or corporation of the Client. That payment will be without prejudice to any other rights the Company may have.

1.5              

The Client will also be responsible for the payment of any fee under this Agreement in the event of the Applicant entering into a commercial relationship with the Client (or with an associated, holding, or subsidiary individual, firm or corporation of the Client), but in a self-employed state rather than as an employee of the Client. Where such commercial relationship is entered into after the introduction of the Applicant to the Client by the Company, then it will be deemed that the commercial relationship was entered into because of that introduction.

1.6              

Where the Client enters a commercial relationship with an employee of the Company, by which the employee ceases to be an employee of the Company and then becomes an employee of the Client or carries out work as a self-employed private individual for the Client, the Client will be charged a fee for the introduction of that employee to the Client. The fee will be calculated in accordance with the formula set out in the terms below (see clause 1.11) for the contract fee as if the employee had been an Applicant introduced to the Client by the Company subject to minimum fee of £25,000.

1.7              

No fee is payable by the Client until the Client’s job offer is accepted by the Applicant or a Start Date is agreed, or until a commercial relationship is entered into as described in clauses 1.4, 1.5 & 1.6 above.

1.8              

The fee is calculated as a proportion of the “Total Annual Commencing Remuneration” (or the annual equivalent in the case of shorter term offers of employment), which shall include: Basic or fixed salary, gross pension contributions, fifty percent of projected (“on-target”) bonuses and commission, one-off payments upon joining, weightings and any other taxable emoluments, company car valued at £10,000 or true value of car allowance, private medical cover at true value, plus the value of stock options / share options / equity provided during the first twelve months of employment at true value. The proportion of the “Total Annual Commencing Remuneration” that the fee is calculated upon is outlined in the table set out in clause 1.11 below.

1.9              

The fee in respect of the introduction of Applicants appointed to Non-Executive Directorships, contractor, consultancy, or commission-only roles will be a minimum of £25,000. Such introductions will not have the benefit of the replacement employee facility mentioned below (clause 3.1).

1.10            

1.11            

Table of Calculation of Contract Fee:

                    Total Annual Commencing Remuneration                                   Proportion

                    To £49,999                                                                                  30%

                    £50,000 to £149,999                                                                    35%

                    £150,000 plus                                                                              40%

This scale of fees cannot be varied except by written agreement by a Director of the Company prior to interviews being arranged, or offers made. The calculation may be subject to a minimum charge in cases coming within the terms of clauses 1.5 or 1.6 above.

1.12             

Invoices for non-UK placements will be issued in GBP and calculated according to the live mid-market currency exchange rate from XE (www.xe.com) upon invoice date.  If the Client prefers to be invoiced in a non-GBP currency, then the contract fee will be subject to a 2.5% ICL (International Currency Levy) which factors in both international and domestic bank charges and currency exchange fluctuations at source.

1.13            

If you refer an Applicant on to a third party who subsequently employs or enters a commercial relationship with the Applicant within 12 months of our latest contact with you regarding the Applicant, you will be liable to pay a fee as if you employed them yourself. It is your responsibility to notify the third party of our involvement at the time of your referral to them.

Section 2 – Retained Search and Selection

2.1              

Retained Search and Selection is when the Company is engaged to locate one or more Applicants to fulfil a particular role or roles within the Client, the Company doing so by what means it considers appropriate, but which will usually involve the direct approach to potential Applicants.

2.2              

The fee for Retained Search and Selection is calculated as a proportion of the “Total Annual Commencing Remuneration” offered to the Applicant in accordance with the table set out in clause 1.11 above, unless a specific fee is agreed in writing between a Director of the Company and the Client prior to the work of the Company commencing. One third of the fee is chargeable and payable on the Client giving instruction to the Company to act on their behalf. One third of the fee is chargeable and payable on the Company providing the Client with a shortlist of applicants for interview. The final balance of the fee is chargeable and payable when the Applicant provides written acceptance of the Client’s offer. None of these staged payments are refundable in the event of no offer or no appointment being made.

2.3               

The Client shall not make any approach to the Applicant’s present or prior employers without the Applicant’s prior verbal/written consent.

2.4              

If the Client withdraws the instruction to the Company to proceed with a search and/or selection assignment, or materially alters its instructions submitted to the Company once the campaign has started and accordingly the campaign project is not concluded then a withdrawal/cancellation fee equivalent to 50% of the outstanding balance of the agreed assignment fee will be payable. Where no specific assignment fee has been agreed other than a proportion the Total Annual Commencing Remuneration, then the withdrawal/cancellation fee shall be based upon what the Company shall estimate to be the total of the probable fees calculated under clause 1.11 based on the Total Annual Commencing Remuneration of each of the positions to be filled by the search.

2.5              

If the contract period is for less than twelve months, the fee is calculated on the annual equivalent value of the total financial benefit to the Applicant under the contract. That benefit is for this purpose grossed up to provide a figure for the equivalent annual value. The fee is taken as a percentage of that annual equivalent value according to the same scale of percentage charges as apply elsewhere in these terms to a normal permanent contract.

2.6               

An additional charge will be made to the Client for out-of-pocket expenses necessarily incurred in performing the obligations of the Company under the agreement (for example, accommodation and travel expenses).

2.7              

The Client will be charged separately for any advertising that the Company arranges on behalf of the Client, as long as the advertising has been agreed between the Client and the Company. All advertising charges (that is, the charge of the Company in respect of the cost of placing advertisements in publications on behalf of the Client) will be agreed between the Client and the Company

Section 3 – Replacement Employee Facility

3.1              

If an Applicant fails to commence or alternatively leaves the Client’s employment within the first 8 weeks from the Start Date then the Company will, subject to payment of the Company’s invoices within the due dates (see clause 6.1) and to receiving notification by recorded delivery within 7 days of the Applicant’s departure, use reasonable endeavours to provide a replacement Applicant for no additional fee.

Section 4 – Data Protection

4.1.             

The following definitions apply in these Terms:

Agreed Purposes“: the sourcing and assessing of candidates for work positions.

Appropriate technical and organisational measures“: as set out in the Data Protection Legislation.

Controller“, “data controller“, “processor“, “data processor“, “data subject“, “personal data“, “processing” and appropriate technical and organisational measures“: as set out in the Data Protection Legislation.

Data Protection Legislation“: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);

Permitted Recipients“: the parties to this agreement, the employees of each party, and any third parties engaged to perform obligations in connection with this agreement.

Shared Personal Data“: the personal data to be shared between the parties under this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: Identity Data; Contact Data; Financial Data; and Special Category Data (including about race or ethnicity, religious or philosophical beliefs, trade union membership and information about health.

UK GDPR“: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

4.2              

These Terms set out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

4.3              

Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.

4.4              

Each party shall:

(a)        

ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;

(b)        

give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

(c)         

process the Shared Personal Data only for the Agreed Purposes;

(d)        

not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

(e)        

ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement;

(f)         

ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and

(g)        

not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

4.5              

Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

(a)        

consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

(b)        

promptly inform the other party about the receipt of any data subject access request;

(c)         

provide the other party with reasonable assistance in complying with any data subject access request;

(d)        

not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;

(e)        

assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f)         

notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

(g)        

at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;

(h)        

use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

(i)          

maintain complete and accurate records and information to demonstrate its compliance with this clause 8; and

(j)          

provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

Section 5 – Referencing Terms & Conditions

5.1               Copyright and Confidentiality

(a)         

Title to and all of the intellectual property rights in all reports and information provided to the Client by the Company shall at all times remain vested in the Company and the Client shall acquire no proprietary rights whatsoever therein and the Client shall be entitled to make such number of copies thereof as it may reasonably require for those purposes permitted under sub-clause 5.1 (b) below.

(b)         

The Client undertakes that it shall use the information solely for the internal purposes of ratification of Applicant details for recruitment purposes only and will agree to:

(i)          

Keep the information strictly confidential

(ii)          

Not publish all or any part of the information  

(iii)         

Not allow the Applicant to see all or any part of the document

(iv)         

Not divulge or disclose all or any part of the information to any third party

(v)         

Permit access to the information only to those of its officers or employees of the Client who need to know the information and that the Client accepts responsibility that officers or employees also comply with the provisions of sub-clauses (i) to (iv) above

5.2               Security

(a)         

The Client agrees that it will maintain appropriate technical and organisational security measures and procedures to prevent accidental or unauthorised persons gaining access to all or any part of the information provided on the referencing report

(b)         

The Client will inform the Company immediately on becoming aware of any unauthorised use and/or disclosure all or any part of the referencing material

5.3               Liabilities of the Company and the Client

(a)         

The Client agrees and acknowledges that the information provided to it by the Company is on the assumption that it is not used as the sole basis for a decision of the Client

(b)         

The Client agrees and acknowledges that it is their responsibility to inform the Company of any offers of employment made to an Applicant or Applicants introduced by the Company under the terms outlined in Section 1. If the Company is subsequently made aware that an offer of employment has been made by the Client and accepted by the Applicant without such communication having been made then the Company reserves the right to invoice the Client with a fee calculated in accordance with the formula set out in the terms of clause 1.11, with any previously agreed variation rescinded and an additional surcharge equal to 25% of the fee calculated in accordance with the formula set out in the terms of clause 1.11

(c)         

The Client acknowledges that the information will represent or be based on information provided to the Company by third parties whose accuracy the Company cannot control. Therefore:

(i)          

The Company does not warrant that the accuracy of the information or the validity of any advice given or opinion expressed on the basis of such information and shall in no circumstances be liable for any loss of whatsoever nature suffered by the Client as a result of its use of any information or its reliance upon any such advice or opinion including without limitation any loss suffered as a result of any claim by the Applicant of any such information advice or opinion

(ii)        

The Company will not be liable for any indirect or consequential loss or loss of profits arising out of recommendations made as a result of the referencing process

5.4               Co-operation and Assistance

The Client shall at its own cost co-operate with the Company to such extent and provide to the Company such information and assistance as the Company shall reasonably require to perform its obligations in connection with the referencing services

5.5               Consent

The Company will assume all responsibility for gaining the consent from the Applicant to be reference checked.

Section 6 – General Provisions

6.1            

All invoices are due for payment within seven days of the invoice date. If invoices are not paid within seven days the Company reserves the right to pass the unpaid invoice to a third-party debt collection partner, to withdraw the replacement employee facility referred to in Section 3 and to rescind any variation in the fee calculation referred to in clause 1.11 such that the full fee becomes payable.

6.2           

The Company reserves the right at any time to withdraw any credit terms granted and charge interest on accounts which remain unpaid after the invoice due date at the rate of 3% above HSBC minimum lending rate, and such accounts will be passed to a debt recovery agency, and all costs incurred will be recoverable from the Client.

6.3              

The Company does not take up references on Applicants and the Client is advised and recommended to do so before making an offer of employment. The Company accepts no responsibility for any loss or damage sustained by the Client or any third party arising directly or indirectly from any act of omission of Applicant in pursuing his employment duties, or in not commencing them on the start date, or discontinuing them thereafter or otherwise.

6.4              

All sums referred to in these Terms are subject to the VAT where applicable.

6.5              

This is the entire contract between the parties and any variation or addition to it shall be agreed in writing. If the Client employs an Applicant introduced by The Company (see clause 1.3) without notifying the Company then The Company has the right to immediately withdraw any variation or reduction to the contract and the full fee plus interest at the rate of 3% above HSBC minimum lending rate is payable within seven days.

6.6              

This set of Terms supersedes any previous Terms agreed between the parties, unless any prior written agreements are in place (as per 1.11) which will last for a maximum period of 12 months.

6.7

This Agreement and any dispute or claim (including non-contractual disputes and claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. 6.8 The parties irrevocably agree that the English Courts shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter of formation.

6.8

The parties irrevocably agree that the English Courts shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter of formation.