These Terms of Business are between:-
1. Advanced Resource Managers (comprising
Advanced Resource Managers IT Limited, Advanced Resource Managers
Engineering Limited and Advanced Resource Managers International
Limited) of Langstone Technology Park, Langstone Road, Havant,
Hampshire, PO9 1SA (the “Company”), and
2. the person, firm or corporate body together with any
subsidiary or associated company as defined by the Companies Act
2006 and any customer of the Client requiring the services of the
Company ( the “Client”)
a) these Terms are deemed to cover the supply of services
by Advanced Resource Managers IT Limited, Advanced Resource
Managers Engineering Limited or Advanced Resource Managers
International Limited; and
b) where supplying Candidates for employment by the Client
ARM acts as an employment agency; where supplying Candidates for
temporary engagement by the Client ARM acts as an employment
c) the Company operates in the IT, Engineering, Finance,
Legal, Business, ecommerce, iGaming and associated sectors of the
1.1 In these Terms of Business the following definitions
Assignment means the period during which the
Candidate is supplied to render services to the Client.
Candidate means the person introduced by the
Company to the Client for an Engagement, including any officer or
employee of the Limited Company where the individual supplied is a
Limited Company Contractor.
Conduct Regulations means the Conduct of
Employment Agencies and Employment Businesses Regulations 2003.
Confidential Information means any information
relating to the business and affairs of the Company and/or the
Client and to the identity and business and affairs of potential
Candidates, customers and clients which comes to either party’s
attention or possession and which both parties regard or could
reasonably be expected to regard as confidential, whether or not
any such tangible information is marked ‘confidential’.
Engagement means the engagement, employment or
use of the Candidate directly by the Client or any third party or
through any other company on a permanent or temporary basis,
whether under a contract of service or for services; an agency,
license, franchise or partnership agreement; directly or through a
limited company of which the Candidate is an officer or
Introduction means (i) the Client’s interview
of a Candidate in person, by video link or by telephone, following
submission by the Company of details of such person; or (ii) the
passing to the Client of a curriculum vitae or information which
identifies the Candidate; and which leads to an Engagement of that
Candidate within the timeframes set out in clauses 9
Limited Company Contractor means the Candidate,
who may or may not have Opted-Out of the Conduct Regulations, whose
services are supplied by the Company to the Client through a
Limited Company which is contracted by the Company under a Contract
Remuneration includes base salary or fees,
guaranteed and / or anticipated bonus and commission earnings,
allowances, inducement payments, the benefit of a company car and
all other payments and taxable (and, where applicable, non-taxable)
emoluments payable to or receivable by the Candidate for services
rendered to or on behalf of the Client.
Schedule means a document outlining the
principal terms governing an Assignment.
21. Unless the context requires otherwise, references to the
singular include the plural and reference to the masculine include
the feminine and vice versa.
2.2. The headings contained in these Terms are for convenience
only and do not affect their interpretation.
2.3. These Terms of Business are deemed to be accepted by the
Client by virtue of a request for details of or Introduction to
suitable Candidates by CV or in person.
2.4. In submitting a vacancy to the Company the Client agrees
that the Company may advertise that vacancy with or without naming
the Client as agreed at that time.
2.5. No variation or alteration of these Terms of Business shall
be valid unless approved in writing by a Director of the
2.6. These Terms contain the whole agreement between the parties
and supersede and replace any prior written or oral agreements,
representations or understandings between the parties, and in
particular shall supersede any terms set out in any purchase order
other communication issued by the Client to the Company.
2.7. Upon the Client’s request but at the Company’s sole
discretion the Company may agree to vary these Terms, specifically
but not limited to fees, payment terms and rebate terms. The Client
acknowledges that any such variations are strictly subject to the
Client’s close adherence to agreed payment terms and agrees that
upon the Client’s failure to pay within the agreed timescales for
payment the Company is entitled to dis-apply all variations and
revert to standard Terms of Business.
2.8. Except as permitted by law, the parties shall not disclose
any Confidential Information relating to the other party without
the other party’s prior written consent.
2.9. The Parties shall comply with all relevant laws and
regulations, including but not limited to the Data Protection Act
1998, the Agency Workers Regulations 2010 and the Bribery Act
3. CLIENT’S OBLIGATIONS
3.1 The Client agrees to provide the Company with details
regarding Health & Safety on Client’s site(s).
3.2 The Client warrants that it shall advise the Company
immediately upon requesting its services and certainly no later
than upon confirming any offers of Engagement whether it will be
likely that the Candidate will, in the performance of the services,
come in contact with persons under the age of eighteen (18) or any
person who by reason of age, infirmity or who is otherwise in need
of care or attention.
3.3 Although the Company will carry out ID checks pursuant to
the Conduct Regulations, the client agrees to establish the
Candidate’s eligibility to work in the UK prior to the Candidate’s
commencement of services in accordance with requirements set out in
the Immigration, Asylum & Nationality Act 2006 and any
subsequent amendments thereof.
3.4 The Client shall satisfy itself as to the suitability of the
Candidate and shall be responsible for obtaining work permits and
other permits if required, for the arrangement of medical
examinations and / or investigations into the medical history of
any Candidate, and satisfying any medical and other requirements or
qualifications required by law of the country in which the
Candidate is engaged to work.
4.1 The Company shall not be liable under any circumstances
for any loss, expense, damage, delay, costs or compensation
(whether direct, indirect or consequential) which may be suffered
or incurred by the Client arising from or in any way connected with
the Company seeking a Candidate for the Client or from the
Introduction to or Engagement of any Candidate by the Client or
from the failure of the Company to introduce any Candidate. For the
avoidance of doubt, the Company does not exclude liability for
death or personal injury arising from its own negligence.
5.1 These Terms are governed by the law of England & Wales
and are subject to the exclusive jurisdiction of the Courts of
England and Wales.
CONCERNING THE INTRODUCTION OF PERMANENT STAFF TO BE
DIRECTLY EMPLOYED BY THE CLIENT
6. NOTIFICATION AND FEES
6.1 The Client agrees:
6.1.1 To notify the Company immediately of any offer of
Employment which it makes to the Candidate;
6.1.2 To notify the Company immediately that its offer of
Employment to the Candidate has been accepted and to provide
details of the Remuneration; and
6.1.3 To pay the Company’s fee within 14 days from the date of
6.2 Except in the circumstances as set out in clauses 8.1 and 13
below, no fee is incurred by the Client until the Candidate
commences the Engagement when the Company will render an invoice to
the Client for its fees.
6.3 The Company reserves the right to charge interest on
invoiced amounts unpaid for more than 7 days at the rate of 5% per
annum above the base rate of NatWest bank from the due date until
the date of payment.
6.4 The fee payable to the Company by the Client for the
Introduction of a Candidate is based upon the Remuneration which
the Candidate is entitled to earn during the first 12 months of his
Engagement by the Client. Additionally, VAT at the current rate
will be charged.
Scale of Fees
7.1 In order to qualify for the following rebates, the Client
must pay the Company’s fee within 14 days of the date of invoice
and must notify the Company in writing of the termination of the
Engagement within 7 days of its termination.
7.2 If the Engagement terminates before the expiry of 8 weeks
(except where the Candidate is made redundant) the fee will be
rebated in accordance with the following rebate:
Period of Employment
||% of Credit
Up to 4 weeks
Not exceeding 6 weeks
Not exceeding 8 weeks
8. CANCELLATION FEE
8.1 If, after an offer of Engagement has been made to the
candidate, the Client decides for any reason to withdraw such
offer, the Client shall be liable to pay the Company a minimum fee
of 75% of the Introduction fees plus VAT.
CONCERNING INTRODUCTION FEES
9.1 Introductions of Candidates are confidential. The disclosure
by the Client to a third party of any details regarding a Candidate
introduced within 12 months of the Introduction or 6 months of the
Engagement renders the Client liable to payment of the Company’s
fee as set out in Clause 6.4 without entitlement to any refund.
9.2 An introduction fee calculated in accordance with Clause 6.4
will be charged in relation to any Candidate engaged as a
consequence of or resulting from an introduction by or through the
Company, whether direct or indirect, within 12 months from the date
of the Company’s Introduction or 6 months from the date of
Engagement, irrespective of whether the Candidate was previously
known to the Client or not. A Candidate shall be considered to have
been Introduced to the Client exclusively by the Company, unless
prior to the commencement of the Assignment the Client notified the
Company that it was already in contact with the Candidate and is
able to substantiate its assertion to the Company’s reasonable
9.3 Where the amount of the actual Remuneration is not known the
Company will charge a fee calculated in accordance with Clause 6.4
on the minimum level of remuneration applicable for the position in
which the Candidate has been engaged with regard to any information
supplied to the Company by the Client and / or comparable positions
in the market generally for such positions.
9.4 In the event that any employee of the Company with whom the
Client has had personal dealings accepts an Engagement with the
Client within 3 months of leaving the Company’s employment, the
Client shall be liable to pay an introduction fee to the Company in
accordance with Clause 6.4
CONCERNING THE SUPPLY OF TEMPORARY STAFF
10. NOTIFICATION AND FEES
10.1 The Client agrees to pay the Company’s hourly charges as
notified at the commencement of the Assignment and as may be varied
from time to time during the Assignment. The charges are calculated
according to the number of hours worked by the Candidate times the
hourly rate as may from time to time be agreed with the Client, and
will be confirmed in the relevant Schedule. Alternatively the
charges may be set at a daily rate. The charges are comprised
mainly of the Candidate’s remuneration (including, if applicable,
Holiday Pay under the Working Time Regulations 1998) but also
include the Company’s fees, any statutory contributions applicable
and travel, accommodation or other expenses as may have been agreed
with the Client or, if there is no such agreement, such expenses as
are reasonable. VAT is payable on the entirety of these charges.
Charges are payable within 14 days from the date of a monthly
submitted invoice, or within 30 days from the date of a weekly
10.2 The Company reserves the right to charge interest on
invoiced amounts unpaid for more than 7 days at the rate of 5% per
annum above the base rate from time to time of NatWest bank from
the due date until the date of payment.
10.3 The Company remunerates Candidates by reference to the time
sheets completed by the Candidate. Accordingly, each and every time
sheet verified by an employee, officer or representative of the
Client shall be conclusive evidence of the number of hours worked
by the Candidate and shall be conclusive evidence of the Client’s
satisfaction with the services rendered by the Candidate.
10.4 For the avoidance of doubt, Candidates will not be
employees of the Client or the Company and the Client should not
treat them like employees.
11. INTRODUCTION FEES
11.1 This clause applies to the direct Engagement by the Client
of a Candidate introduced by the Company; the Introduction by the
Client of a Candidate to any third party resulting in the
Engagement of the Candidate by that or any other third party, and
to the Candidate being supplied to the Client via another
employment business in accordance with Regulation 10 of the Conduct
11.2 In the circumstances described in clause 11.1 above, the
Client may at its election either pay the Company an introduction
fee in accordance with clause 11.3 below or commit to engage the
Candidate as such for a further period in accordance with clause
11.4 below, except where the Candidate is an Opted-Out Limited
Company Contractor, for whom timescales as per Clause 9.2 and an
introduction fee as per Clause 11.3 shall apply. Where following
written notice by the Company the Client fails to make such
election within 7 days following service of the said notice, the
right of such election shall pass irrevocably to the Company who
may elect by written notice.
11.3 The introduction fee will be calculated in accordance with
the Company’s scale of fees for permanent engagements as per clause
6.4 above. Where the Client fails to inform the Company of the
remuneration, the introduction fee will be calculated by
multiplying the last known hourly charge rate of the Company for
the Candidate’s services by 400. No rebate of the introduction fee
will be paid in the event of subsequent termination of the
engagement. VAT is payable in addition to any fee due.
11.4 Alternatively, the Client may continue to use the services
of the Candidate through the Company on these Terms for the period
of 6 months.
12. SUITABILITY OF THE CANDIDATE AND LIABILITY OF THE
12.1 Whilst reasonable effort is made by the Company to ensure
Candidates have the appropriate standards of skill, integrity and
reliability, the Company is not liable for any loss, expense,
damage, delay or disruption arising from the provision of a
Candidate, the failure to provide or replace any Candidate for all
or part of the Assignment, the negligence, dishonesty, misconduct
or lack of skill of the Candidate in the course of the Assignment.
Nothing in this clause 12.1 shall exclude the Company’s liability
for death or personal injury arising from its own negligence.
12.2 Candidates are engaged by the Company under contracts for
services and are not employees of the Company. With the exception
of Limited Company Contractors they are under the reasonable
supervision, direction and control of the Client from the time they
report to take up duties and for the duration of the Assignment and
any subsequent contract extensions. The Client agrees to be
responsible for all acts, errors or omissions of the Candidate,
whether wilful or negligent.
12.3 If the Client reasonably considers that the services of the
Candidate are unsatisfactory, the Client may terminate the
Assignment either by instructing the Candidate to leave the
Assignment immediately, or by directing the Company to remove the
12.4 The Client will comply in all respects with the Health and
Safety at Work Act 1974, the Working Time Regulations, the Data
Protection Act 1998 and all other by-laws, codes of practice and
legal requirements to which the Client is ordinarily subject in
respect of its own staff. Where the Candidate is supplied through
or incorporated under a limited company, the Candidate will decide
how best to perform the Assignment and will be responsible for all
acts, errors or omissions during and after the assignment.
CONCERNING SEARCH & SELECTION
13. PAYMENT INSTALMENTS
13.1 For all Search and Selection requirements the fee will be
30% of the Remuneration on offer and will be payable by the Client
in the following instalments: (1) one third of the fee upon the
Company accepting the Client’s instructions; (2) one third of the
fee upon the Company delivering to the Client a short-list of
qualified candidates and (3) upon the applicant commencing the
position the final instalment will be invoiced.
13.2 All invoices are payable within 14 days of invoice.
13.3 Where the precise Remuneration is not known in advance, the
Remuneration will be estimated for the purposes of the first two
instalments of the fee. The final instalment of the fee will be
based on the actual Remuneration and any necessary adjustments will
13.4 The Client’s decision not to proceed with the Search or
appointment of the Applicant will not confer entitlement to
14. CORRUPT GIFTS AND PAYMENTS
14.1 Neither party shall offer or give
or agree to give any person employed by or connected with the other
party any gift or consideration of any kind as an inducement or
reward for doing or forbearing to do or for having done or forborne
to do any act in relation to this Agreement, or for showing or
forbearing to show favour or disfavour to any person in relation to
15. ADDITIONAL SERVICES
15.1. From time to time the Company may inform the Client of
other products and services offered by the Advanced Resource
Managers group of companies which may be of interest to the Client.
The Client may opt out of such communications by sending an email
to that effect to email@example.com.
15.1 The Company is ISO9001:2008 registered and is obliged to
inform its customers about its complaint procedures. Complaints
should in first instance be addressed to the ARM Consultant. In the
event that a complaint cannot be settled with the ARM consultant
the Client should contact the Company’s Recruitment Compliance
Manager, ARM, Langstone Technology Park, Langstone Road, Havant,
PO9 1SA or email firstname.lastname@example.org
16. AGREEMENT TO TERMS
16.1 Unless otherwise agreed in writing by a Director of the
Company, this Agreement shall prevail over any other terms of
business or purchase conditions put forward by the Client.