Recruitment Terms and Conditions

IT IS HEREBY AGREED AS FOLLOWS

  1. Interpretation
    • Except where the context requires otherwise, words importing the masculine shall include the feminine; words importing the singular shall include the plural; words importing natural personage shall be equally applicable to corporate personage; and vice versa.
    • References to any statutory provision, authority, rule or code of practice shall be deemed to include the amended versions, replacements or successors of such.
    • “Associated Person” shall mean any person who is associated with the Client, whether formally or informally, or who is in common ownership with the Client or who is any partner, employee, agent or subsidiary of the foregoing.
    • “Remuneration” shall mean the gross annual equivalent of all salary, bonus, fees, bonus, profit-related pay and commissions which the recipient shall be entitled to.
  2. Relationship Between the Parties
    • The Client and the Consultant have entered into a contract under which the Consultant will provide recruitment consultancy services to the Client.
    • No term of this agreement or course of dealings between the parties will operate to make the Consultant an employee, worker, agent or partner of the Client.
    • Neither party shall assign or transfer any of their rights, liabilities or obligations arising under this agreement without the prior written consent of the other party.
  3. Introducing Applicants and Engagement
    • From time to time, when the Client has a job vacancy available, he may request the assistance of the Consultant in filling that vacancy albeit that the Client makes no guarantee that he will request the assistance of the Consultant in relation to any specific number of vacancies or at all.
    • Where the Client requests the assistance of the Consultant in filling a vacancy, the Consultant will (subject to availability) provide the Client with a list of persons (“the Applicants”) who meet the specifications which the Client shall provide or are otherwise considered by the Consultant to be suitable for the vacancy (“the Introduction”) and the Client may invite any of the Applicants for interview.
    • If the Client or any Associated Person engages any Applicant, the Client shall pay the Consultant an introduction fee.
    • Clause 3.3 shall apply:
      1. regardless of whether the Applicant is engaged by the Client or any Associated Person as a permanent employee, a temporary employee, on a full-time, part-time or contract basis, or is engaged as an independent contractor or on a piece-work basis;
      2. regardless of whether the Applicant is engaged in relation to the vacancy for which the Consultant introduced him;
      3. wherever an Applicant is engaged within 24 months of the date of the Introduction; and
      4. equally in relation to any third party who is introduced or recommended to the Client by the Applicant, in which case the Consultant shall be treated as having introduced that third party.
  4. Payment of Introduction Fees
    • Wherever the Consultant is entitled to an introduction fee in accordance with Clause 3, the introduction fee shall be calculated with reference to the Remuneration plus Value Added Tax, when applicable which the Applicant (or third party as applicable) shall be paid by the Client or any Associated Person according to the following table:
    • Remuneration Percentage Band
      • 15% Up to £39,999
      • 20% £40,000 – £69,999
      • 25% £70,000 and above
    • The introduction fee shall become due in full at the point the Applicant (or third party as applicable) is engaged by the Client or any Associated Person.
    • The Client agrees to settle all invoices raised against him by the Consultant within 30 days of invoicing.
    • Failure to settle any payments due to the Consultant within the timeframe agreed in 4.3, above, shall entitle the Consultant to claim from the Client, in addition to the sums due, interest on those sums at a rate of 10% percentage points per annum above the Bank of England base rate plus all reasonable costs and expenses which the Consultant shall incur in pursuing the Client for payment.
    • Wherever an Applicant is engaged by the Client but ceases to be so engaged within 8 weeks from the date of engagement, the Client shall be entitled to a pro-rata refund of the introduction fee, whereby for each week of this eight-week period which remains at the time the Applicant ceases to be engaged, the Client shall receive a refund of 1/8th (one eighth) of the introduction fee.
  1. Client’s Obligations
    • The Client will co-operate with the Consultant as may be necessary for the successful performance of this contract.
    • When requesting the assistance of the Consultant in filling a vacancy the Client shall provide the Consultant with an accurate job description relating to the vacancy to be filled and a description or specification of the type of Applicant required.
    • The Client shall notify the Consultant immediately of any proposal to interview an Applicant or to engage an Applicant.
    • Where the Client engages an Applicant, the Client shall, within 7 days of a request by the Consultant, supply a copy of the Applicant’s terms and conditions of employment together with any pay-slips or evidence of Remuneration.
    • The Client shall assume all responsibility for ensuring that the Applicant has the right to work in the UK and has obtained all requisite permissions, consents, permits or certificates for this purpose.
    • The Client shall assume all responsibility for deducting Income Tax, National Insurance Contributions or any other deductions required by law from the Applicant’s Remuneration.
  1. Consultant’s Obligations
    • The Consultant shall discharge his duties under this agreement to a reasonable standard, with the exercise of reasonable skill and care, and in accordance with all relevant codes of practice and statutory provisions.
    • The Consultant shall obtain references for Applicants, but final responsibility for ensuring the suitability of Applicants, including the taking up of additional references, shall be assumed by the Client.
    • The Consultant shall take reasonable steps to ensure that Applicants are suitable for the vacancy as described by the Client, and are of good character, honest, trustworthy and reliable, but the Consultant can take no responsibility for the behavior of the Applicant or for any loss or damage which is caused to the Client or any third party thereby.
  1. Limitation of Liability
    • The Consultant shall not be responsible in any circumstances to the Client or any third party for any damage or loss sustained (including any loss of profit or indirect or consequential economic damage or loss), which is caused by any act, conduct, fault or omission of the Applicant whilst engaged by the Client or an Associated Person.
  2. Indemnity
    • The Client shall indemnify the Consultant against any loss or damage which results from the Client’s breach of this agreement or failure to abide by any of its terms.
  3. Force Majeure
    • Neither party shall be liable for any delay or failure in performing its obligations or duties under this agreement which results from circumstances outside his reasonable control including but not limited to acts of God, industrial action, war, fire, threat of terrorism, civil disturbance or rioting, government or regulatory action, breakdown in plant or machinery, or shortage of raw materials or supplies.
  4. Warranties
    • Both parties and the signatories to this agreement warrant that they are authorised and permitted to enter into this agreement, and have obtained all necessary permissions and approvals.
    • Both parties warrant and undertake that they are not aware as at the date of this agreement of anything within their reasonable control which might or will adversely affect their ability to fulfil the obligations under this agreement.
  5. Counterparts
    • This agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
  6. Governing Law
    • This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the English law.
  7. Severability
    • If any term or provision in this agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law, that term or provision or part shall to that extent be deemed not to form part of this agreement and the enforceability of the remainder of this agreement shall not be affected.
  8. Third Party Rights
    • A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

Website Development Terms and Conditions

The following terms and conditions are agreed between the Parties for the development of a website in accordance with the specification agreed in writing between the Parties.

  1. The Project
    • In consideration of the Client paying KnolPro Tech the relevant Fees (as set out in the Project Specification), KnolPro Tech shall:
    • develop the Website in accordance with the procedure set out in the Project Specification on behalf of the Client (the “Project”); and
    • where agreed between the parties, provide the Services to the Client.
    • Any amendments or variations to the Project Specification must be made in writing and agreed between the Parties. Where one Party does not agree with the proposed amendment or variation, the Parties shall meet and discuss the proposed changes in good faith. Where any changes to the Project Specification would result in additional expense to KnolPro Tech over and above the Fees, KnolPro Tech shall be entitled to charge the Client for the additional expenses at its standard rates from time to time.
  2. Delivery and Acceptance
    • Upon completion of the Project, the Client shall make full payment of the Fees to KnolPro Tech upon which KnolPro Tech shall deliver the completed Website to the Client through the Client’s server.
    • If the Client requires the completed Website to be loaded onto an external fileserver, KnolPro Tech reserves the right to charge additional fees to the Client for this service. The Client is responsible for ensuring that the intended fileserver or disk space is properly configured. KnolPro Tech will not load the completed Project onto a publicly available fileserver or disk space on such a fileserver until the Client has complied with the condition laid out in clause 10.1 below.
    • Once KnolPro Tech has delivered the Website to the Client, the Client shall have a period of 10 working days to test the Website to ensure it conforms to the Project Specification. Acceptance of the Website may only be withheld by the Client if it can demonstrate that the Website does not conform materially to the Project Specification. Upon completion and Acceptance of the website, the Client shall confirm in writing to KnolPro Tech that the Project is complete.
    • Acceptance of the Website shall be deemed to have taken place upon the occurrence of any of the following events:
      • the expiry of the Test Period and the Client has not raised with KnolPro Tech any material differences between the Website and the Project Specification; or
      • the Client uses any part of the Website other than for test purposes.
      • Upon confirmation of acceptance, KnolPro Tech shall have no further obligations to undertake any work in relation to the Project. The Client may however request that KnolPro Tech undertake further work relating directly or indirectly to the Project. If it agrees to undertake such work, KnolPro Tech reserves the right to charge the Client for any additional work carried out at its standard rates from time to time.
  1. Delivery of Content and Materials
    • The Client undertakes to deliver to KnolPro Tech all content, data, images and other information including logos, trade names, and other customer content required for the Project.
    • The Client acknowledges that KnolPro Tech’s ability to complete the Project is dependent upon the full and timely co-operation of the Client and the Client undertakes to notify KnolPro Tech promptly in writing of any delays in delivering the Client Content. Where the Client has notified KnolPro Tech of any delay, the Client will provide KnolPro Tech with a revised timetable for supplying such Client Content.
    • KnolPro Tech will not be responsible for any delays, missed milestones (where specified in the Project) or additional expenses incurred due to the late delivery or non-delivery of the Client Content where required by KnolPro Tech for the Project.
  2. Fees and Payment
    • The Client will pay the Project fees set out in the Project Specification to KnolPro Tech
    • The Fees shall by payable by the Client in the following instalments:
    • 50% of the Fees to be paid no later than 7 days before commencement of the Project by KnolPro Tech.
    • Outstanding balance of the Fees to be paid no later than 10 days after the acceptance of the website.
    • All Fees payable are exclusive of VAT and, where appropriate, VAT will be added at the rate for the time being applicable.
    • The Client shall make all payments due in full without any further deductions.
    • where KnolPro Tech is providing Hosting Services, disable the Website until payment has been made in full; or
    • terminate this Agreement immediately upon notice.
    • All invoices are sent to the Client via email to the Client’s specified email address. The Client will notify KnolPro Tech of any changes to the invoicing address.
    • KnolPro Tech will return the Deposit to the Client, if the project does not go ahead on account of KnolPro Tech.
    • Without prejudice to any other right or remedy that KnolPro Tech may have, if the Client fails to pay the Fees on the due date, KnolPro Tech may, at its option:
      1. claim interest at its discretion on any unpaid amounts under the Late Payment of Commercial Debts (Interest) Act 1998;
      2. suspend the Project until payment has been made in full;
  1. Intellectual Property Rights
    • The Client grants to KnolPro Tech a non-exclusive, revocable, royalty-free licence to use and reproduce the Client Content solely for the purpose of performing its obligations under this Agreement.
    • The website (including all content and resulting code) will be fully transferred to the Client on completion of the project.
    • KnolPro Tech can register and renew domain names on behalf of and as requested by the Client. Fees and expenses incurred in registration and/or renewal will be included as part of the Fees.
  2. Warranties
    • Each party warrants that it has full power and authority to enter into and perform this Agreement.
    • KnolPro Tech warrants that it will perform its obligations under this Agreement with reasonable skill, care and diligence and that the Client’s use of KnolPro Tech Materials will not infringe any third party intellectual property rights.
    • The Client warrants that it, or its licensors, is the owner of any intellectual property rights in the Client Content and that the Client has authority to use the Client Content in relation to the Website and that KnolPro Tech’s use of the Client Content in accordance with this Agreement will not infringe any third party intellectual property rights.
    • The Client confirms that to the best of their knowledge and belief that the Client Content does not contain anything which may reasonably be considered blasphemous, defamatory or obscene and do not breach any applicable law or regulation.
    • Save as expressly provided in this Agreement, all warranties, conditions, or other terms implied by statute, common law or otherwise are excluded.
  3. Indemnities and Limitation of Liability
    • Nothing in this Agreement shall exclude or restrict the liability of either Party to the other Party for death or personal injury resulting from negligence or for liability for fraudulent misrepresentation or for any other liability which cannot be excluded by applicable law.
    • Subject to clause 7.1 and 7.4, neither Party shall be liable, whether in contract, tort (including negligence), statutory duty or otherwise, under or in connection with this Agreement for any loss of revenue, loss of actual or anticipated profits, loss of business, loss of operating time or loss of use, loss of opportunity, loss of reputation, loss of, damage to or corruption of data or any indirect or consequential loss or damage howsoever caused.
    • Notwithstanding clause 7.2 above, KnolPro Tech shall have no liability for any loss or damage caused to the Client due to:
      1. any network failure and/or inability on the part of the Client to access the Website due to a problem with the Internet and/or any telecommunications network;
      2. any viruses, worms, Trojan horses or other similar devices.
    • The Client shall indemnify and keep KnolPro Tech fully indemnified against any and all third-party claims of infringement of intellectual property rights affecting the Client Content or the Hosting Services.
    • The Client acknowledges that it is for the Client to ensure that the Website does not infringe the laws of any jurisdiction within which it is actively promoted.
  4. Termination
    • If the Client is not taking services from KnolPro Tech, this Agreement will terminate automatically upon delivery of the Project Release to KnolPro Tech, unless otherwise extended by the Parties in writing. Otherwise, this Agreement shall continue unless or until terminated by either Party in accordance with the terms of this Agreement.
    • Either Party may terminate the Agreement immediately in the event that the other Party:
      • has a receiver appointed to administer any of its property or assets
      • is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
      • commits a material or persistent breach of its obligations under this Agreement which is incapable of remedy (and non-payment shall be deemed a material breach)
      • makes or proposes any voluntary agreement or enters into a compromise for the benefit of its creditors;
      • fails to remedy a breach of any of its obligations under this Agreement, where it is capable of remedy, or persists in any breach of any of its obligations under this Agreement after having been required in writing to remedy or desist from such breach within a period of 30 days;
      • being a company, becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction);
      • ceases or threatens to cease to carry on business; or
      • has failed to meet expectations. In this case the client will pay KnolPro Tech for all work completed at the hourly rate of KnolPro Tech. KnolPro Tech will then pass all material developed under the project to the client.
      • On the termination of the Agreement the Client undertakes to return promptly any test examples of the Website and any document, manuals or other printed materials which have been delivered to the Client by KnolPro Tech and to return or destroy any copies thereof (as requested by KnolPro Tech).
      • Any termination of the Agreement shall be without prejudice to any rights accrued in favour of either Party and will not affect those provisions of the Agreement which are by their construction intended to survive such termination.
  1. Confidentiality
    • Each Party undertakes that it shall not at any time during this Agreement, and for a period of 2 years after completion of the Project, disclose to any person any confidential information concerning the business, affairs, trade secrets, technical, commercial, financial, operational, marketing or promotional information or data of either Party or the terms of this Agreement, except as may be required by law, court order or any governmental or regulatory authority.
  2. Notice
    • Any notice given by either Party must be provided in writing
    • Neither Party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute.
  3. Non-Solicitation
    • The Client undertakes for the duration of this Agreement and for a period of six months after its termination not to directly or indirectly solicit or induce any of KnolPro Tech’s employees to leave the employment of KnolPro Tech whether to work on a freelance or consultancy basis or to be directly employed by the Client.
  4. General
    • Failure or delay by either Party to enforce any right or remedy under the Agreement shall not to be taken as or deemed to be a waiver of that right or remedy, unless the waiving party acknowledges the waiver in writing. Waiver of a breach of any term of this Agreement shall not operate as a waiver of breach of any other term or any subsequent breach of that term.
    • If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction (or in any other jurisdiction) of any other provision of this Agreement.
    • No addition to or modification of any clause in the Agreement shall be binding on the Parties unless made by in writing and signed by both Parties.
    • This Agreement constitutes the entire agreement and understanding of the Parties in respect of the subject matter of this agreement and supersedes and extinguishes any prior agreements, undertakings, promises or conditions between the Parties relating to the subject matter. Each party acknowledges to the other that it has not been induced to enter into this Agreement nor has it relied upon any representation, promise, assurance, warranty or undertaking not contained in this Agreement.
    • A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of this Agreement.
  5. Jurisdiction
    • This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual claims or disputes) shall be interpreted construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.