THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8
(LIMITATION OF
LIABILITY).
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when
banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services in accordance
with clause 5.
Commencement Date: has the meaning given in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with
clause 11.5.
Contract: the contract between the Supplier and the Customer for the supply of Services
in accordance with these Conditions.
Customer: the person or firm who purchases Services from the Supplier.
Customer Default: has the meaning set out in clause 4.2.
Intellectual Property Rights: patents, copyright and trade marks and service marks,
business names and domain names, rights in get-up and trade dress, goodwill and the right to sue
for passing off or unfair competition, rights in designs, rights in computer software, database
rights, rights to use, and protect the confidentiality of, confidential information (including
know-how and trade secrets), and all other intellectual property rights, in each case whether
registered or unregistered and including all applications and rights to apply for and be
granted, renewals or extensions of, and rights to claim priority from, such rights and all
similar or equivalent rights or forms of protection which subsist or will subsist now or in the
future in any part of the world.
Order: the Customer's order for Services as set out by the Customer's written acceptance
of a quotation by the Supplier, or overleaf, as the case may be.
Services: the services, supplied by the Supplier to the Customer as set out in the
Specification.
Specification: the description or specification of the Services provided [in writing] by
the Supplier to the Customer.
Supplier: Carewayhire Recruitment Agency UK LTD registered in England and Wales
with company number 12862333
1.2 Interpretation:
a) Unless expressly provided otherwise in this contract reference to legislation or a legislative
provision:
- is a reference to it as it is in force as at the date of this Contract; and
- shall include all subordinate legislation made as at the date of this Contract under that
legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or
any similar
expression, shall be construed as illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
2. Basis of contract
The following definitions and rules of interpretation apply in these Conditions.
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance
with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written
acceptance of the Order at which point and on which date the Contract shall come into existence
(Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and
any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or
published for the sole purpose of giving an approximate idea of the Services described in them. They
shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the
Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or
course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of [20] Business Days from its date of issue.
3. Supply of Services
3.1 The Supplier shall supply the Services to the Customer in accordance with the
Specification in all material respects.
3.2 The Supplier shall use all reasonable endeavours to meet any performance dates
specified in, but any such dates shall be estimates only and time shall not be of the essence
for performance of the Services.
3.3 The Supplier reserves the right to amend the Specification if necessary to comply
with any applicable law or regulatory requirement, or if the amendment will not materially affect
the nature or quality of the Services, and the Supplier shall notify the Customer in any such
event.
3.4 The Supplier warrants to the Customer that the Services will be provided using
reasonable care and skill.
4. Customer's obligations
4.1 The Customer shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier with such information and materials as the Supplier may
reasonably require in order to supply the Services, and ensure that such information is complete and
accurate in all material respects;
and
(d) comply with any additional obligations as set out in the Specification.
4.2 If the Supplier's performance of any of its obligations under the Contract is
prevented or delayed by any act or omission by the Customer or failure by the Customer to
perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall
have the right to suspend performance of the Services until the Customer remedies the Customer
Default, and to rely on the Customer Default to relieve it from the performance of any of its
obligations in each case to the extent the Customer Default prevents or delays the Supplier's
performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred
by the Customer arising directly or indirectly from the Supplier's failure or delay to perform
any of its obligations as set out in this clause 4.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or
losses sustained or incurred by the Supplier arising directly or indirectly from the Customer
Default.
5. Charges and payment
5.1 The Charges for the Services shall be calculated on a fixed fee basis for the
services as listed below:
(a) Service A (In country)- GBP 1850.00 (One thousand eight hundred and fifty
pounds only).
The
service provided here will be CV writing and advice, training for attending the interview
and
general consultation. GBP 500 (Five hundred pounds) to be paid in advance at the time of
commencement of work. In case the contract is terminated by customer, 20% of £500, ie, £100
will
be taken towards the administrative cost and balance £400 will refund to the customer with
in 30
working days from the date of termination of contract.
(b)Service B (customers from outside the United Kingdom)- GBP 2500 (Two
thousand five hundred only) towards administrative cost, general consultation, CV writing
and advise,training for attending the interview, arraning the accommodation in UK, arranging
the tranfers from the UK airports to the destination and includes maximum GBP 250 pounds
towards the flight ticket towards travelling to UK. Any cost for flight ticket which comes
more than £250 need to be paid further by the customer; In case the customer terminates the
contract contract, 50% of the cost paid by the customer will be taken by the supplier
towards the cost.
(c) Priority Service (customers from outside the United Kingdom) GBP 60 (
Sixty pounds only) The services provided will be unlimited communication to the customer,
organisng interview with in 35 to 45 working days, organising minimum 2 interviews to
maximum 3 interviews. This fee paid is not refundable.
(d) the Supplier shall be entitled to charge the Customer for any expenses reasonably
incurred by the individuals whom the Supplier engages in connection with the Services
including travelling expenses, hotel costs, subsistence and any associated expenses, and for
the cost of services provided by third parties and required by the Supplier for the
performance of the Services, and for the cost of any materials.
5.2 The Supplier shall invoice the Customer on completion of services in arrear.
5.3 The Customer shall pay each invoice submitted by the Supplier:
(a) within [15] days of the date of the invoice [or in accordance with any credit terms agreed
by the Supplier and confirmed in writing to the Customer]; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier,
and
time for payment shall be of the essence of the Contract.
5.4 All amounts payable by the Customer under the Contract are exclusive of
amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable
supply for VAT purposes is made under the Contract by the Supplier to the Customer, the
Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier
such additional amounts in respect of VAT as are chargeable on the supply of the Services at
the same time as payment is due for the supply of the Services.
5.5 If the Customer fails to make a payment due to the Supplier under the Contract
by the due date, then, without limiting the Supplier's remedies under clause 9, the Customer
shall pay interest on the overdue sum from the due date until payment of the overdue sum,
whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a
year above the Bank of England's base rate from time to time, but at 4% a year for any period
when that base rate is below 0%.
5.6 All amounts due under the Contract shall be paid in full without any set-off,
counterclaim, deduction or withholding (other than any deduction or withholding of tax as
required by law).
6. Intellectual property rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the
Services (other than Intellectual Property Rights in any materials provided by the Customer)
shall be owned by the Supplier.
6.2 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free,
non-transferable licence to copy and modify any materials provided by the Customer to the
Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
7.Data protection
The parties shall comply with their data protection obligations as set out in
Schedule 1.]
8. Limitation of liability:
The customer's attention is particularly drawn to this clause.
8.1 The Supplier has obtained recruitment liablity insurance cover in respect of its
own legal liability for individual claims not exceeding £5 million per claim as Professional
Indemnity. Customer is responsible for making its own arrangements for the insurance of any
excess loss.
8.2 Unless the Customer notifies the Supplier that it intends to make a claim in
respect of an event within the notice period, the Supplier shall have no liability for that
event. The notice period for an event shall start on the day on which the Customer became, or
ought reasonably to have become, aware of the event having occurred and shall expire one month
from that date. The notice must be in writing and must identify the event and the grounds for
the claim in reasonable detail.
8.3 This clause 8 shall survive termination of the Contract.
9. Termination
9.1 Without affecting any other right or remedy available to it, either party may
terminate the Contract by giving the other party [15] days written notice.
9.2 Without affecting any other right or remedy available to it, either party may
terminate the Contract with immediate effect by giving written notice to the other party if:
a) The other party commits a material breach of any term of the Contract and (if such a breach
is
remediable) fails to remedy that breach within [7] days of that party being notified in writing
to do so;
9.3 Without affecting any other right or remedy available to it, the Supplier may
terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; OR
b) Not providing the required documents or information’s as requested by the supplier.
9.4 Without affecting any other right or remedy available to it, the Supplier may
suspend the supply of Services under the Contract or any other contract between the Customer and
the Supplier if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
10. Consequences of termination
10.1 On termination of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid
invoices and interest and, in respect of Services supplied but for which no invoice has been
submitted, the Supplier shall submit an invoice, which shall be payable by the Customer
immediately on receipt;
10.2 Termination [or expiry] of the Contract shall not affect any rights, remedies,
obligations or liabilities of the parties that have accrued up to the date of termination [or
expiry], including the right to claim damages in respect of any breach of the Contract which
existed at or before the date of termination [or expiry].
10.3 Any provision of the Contract that expressly or by implication is intended to
come into or continue in force on or after termination [or expiry] of the Contract shall remain
in full force and effect.
11. General
11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for
delay in performing, or failure to perform, any of its obligations under the Contract if such
delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2 Assignment and other dealings.
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a
trust over or deal in any other manner with any or all of its rights and obligations under the
Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a
trust over or deal in any other manner with any of its rights and obligations under the Contract
[without the prior written consent of the Supplier].
11.3 Confidentiality.
(a) Each party undertakes that it shall not [at any time OR at any time during the Contract, and
for a period of [two] years after termination [or expiry] of the Contract,] disclose to any
person any confidential information concerning the business, affairs, customers, clients or
suppliers of the other party, except as permitted by clause 11.3(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who
need to know such information for the purposes of carrying out the party's obligations under
the Contract. Each party shall ensure that its employees, officers, representatives,
contractors, subcontractors or advisers to whom it discloses the other party's confidential
information comply with this clause 11.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
(c) Neither party shall use the other party's confidential information for any purpose other
than to perform its obligations under the Contract.
11.4 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and
extinguishes all previous agreements, promises, assurances, warranties, representations and
understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall
have no remedies in respect of any statement, representation, assurance or warranty (whether
made innocently or negligently) that is not set out in the Contract. Each party agrees that it
shall have no claim for innocent or negligent misrepresentation [or negligent misstatement]
based on any statement in the Contract.
11.5 Variation. Except as set out in these Conditions, no variation of the Contract
shall be effective unless it is in writing and signed by the parties (or their authorised
representatives).
11.6 Waiver. A waiver of any right or remedy under the Contract or by law is only
effective if given in writing and shall not be deemed a waiver of any subsequent right or
remedy. A failure or delay by a party to exercise any right or remedy provided under the
Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall
it prevent or restrict any further exercise of that or any other right or remedy. No single or
partial exercise of any right or remedy provided under the Contract or by law shall prevent or
restrict the further exercise of that or any other right or remedy.
11.7 Severance. If any provision or part-provision of the Contract is or becomes
invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the
validity and enforceability of the rest of this agreement. If any provision or part-provision of
this Contract deleted under this clause 11.7 the parties shall negotiate in good faith to agree
a replacement provision that, to the greatest extent possible, achieves the intended commercial
result of the original provision.
11.8 Notices
(a) Any notice or other communication given to a party under or in connection with the Contract
shall be in writing and shall be delivered by pre-paid first-class post or other next working
day delivery service at its registered office, suite 4A Breeden, Edleston Road, Crewe, CW2 7EA ;
(b) Any notice or communication shall be deemed to have been received:
(i) if sent by [pre-paid first-class post or other] next working day delivery service, at
[9.00 am] on the [second] Business Day after posting; [or]
(ii) if sent by email at the time of transmission, or, if this time falls outside business
hours in the place of receipt, when business hours resume. In this clause 11.8(b)(iii),
business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday
in the place of receipt.
(c) This clause 11.8 does not apply to the service of any proceedings or other documents in any
legal action or, where applicable, any other method of dispute resolution.
11.9 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.10 Governing law. The Contract, and any dispute or claim (including
non-contractual disputes or 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 law of England and
Wales.
11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and
Wales shall have exclusive jurisdiction to settle any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection with the Contract or its
subject matter or formation.
Schedule 1
Data protection
We have put in place appropriate security measures to prevent your personal data from being
accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition,
we limit access to your personal data to those employees, agents, contractors and other third
parties who have a business need to know. They will only process your personal data on our
instructions and they are subject to a duty of confidentiality.
We have put in place procedures to deal with any suspected personal data breach and will notify
you and any applicable regulator of a breach where we are legally required to do so.
We will only retain your personal data for as long as reasonably necessary to fulfil the purposes
we collected it for, including for the purposes of satisfying any legal, regulatory, tax,
accounting or reporting requirements. We may retain your personal data for a longer period in
the event of a complaint or if we reasonably believe there is a prospect of litigation in
respect to our relationship with you.
To determine the appropriate retention period for personal data, we consider the amount,
nature and sensitivity of the personal data, the potential risk of harm from unauthorised
use or disclosure of your personal data, the purposes for which we process your personal
data and whether we can achieve those purposes through other means, and the applicable
legal, regulatory, tax, accounting or other requirements.
