Huskky Limited
Secondment Terms & Conditions
v4. 13.03.2023
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DEFINITIONS
1.1 In these Terms the following definitions apply:
“Agency” means the company, Huskky Limited who supplies the Candidate to the Client;
“Candidate” the Interviewee selected by the Client for secondment with the Client;
“Client” the Client and any subsidiary holdings or associated companies (as defined in Section 1159 of The Companies Act 2006 and Sections 449/450 of The Corporation Tax Act 2010 respectively) for the time being of the Client;
“Date of Engagement”: the first day of employment of the Candidate by the Agency or the first day of the Candidate’s training with The Agency, whichever is earlier;
“Employee” any person employed under a contract of service;
“Employees” refers in this document to employees of the Client;
“Engagement”: secondment or use whether under a contract of service or a contract for services, or retention by the Client in any personal or corporate capacity as an Employee, agent or independent contractor either on a short-term, permanent, part-time or self-employed basis whether in a sales position or otherwise. The expressions “employed” and “engaged” shall bear similar interpretation;
"Engagement Fee": costs of employment (including Gross pay, Commission, Bonus, National Insurance, Pension, Bank Holiday pay, Expenses, plus any other costs of employment) plus the Agency administration fee;
“Hirer” the person who it is proposed will engage the Candidate;
“Interviewee” any person presented by the Agency to interview with the Client;
“Party” The Agency and the Client shall each be known as a ‘Party’ and together as the ‘Parties’;
“Permanent Placement Fee” means the fee payable by the Client to the Agency at the end of the 24 month contract period should the client wish to bring the Candidate onto their own PAYE processes;
“Period” The duration of the 24 month agreed contract for each position;
"Prevailing Rate": fees chargeable as quoted within these Terms and Conditions; Retained Fee, Permanent Placement fee;
“Remuneration” includes gross base salary or fees, guaranteed bonus and commission earnings;
“Retained Fee” means the fee payable by the Client to the Agency for each Candidate role as requested by the Client;
1.2. Unless the context requires otherwise, references to the singular include the plural and the masculine includes the feminine and vice versa.
1.3 The headings contained in these Terms are for convenience only and do not affect their interpretation.
1.4 References to any Party in these terms and conditions shall where the context permits include its successors in title
1.5 In these terms and conditions where any Party is more than one person:
1.5.1 that Party’s obligations shall take effect as joint and several obligations;
1.5.2 anything in these terms and conditions which applies to that Party shall apply to all of these persons collectively and each of them separately;
1.5.3 the benefits contained in these terms and conditions in favour of that Party shall take effect as conferred in favour of all these persons collectively and each of them separately.
2. AGREEMENT
2.1 These terms and conditions apply to all introductions of Interviewees and Candidates to the client (‘the Client’) by the ‘Agency’, Huskky Limited (‘Huskky’), carrying on business as an employment business.
2.2 These terms of business constitute the contract between the Agency and the Client for the supply of permanent or contract staff (to be engaged directly by the Client) and are deemed to be accepted by the Client by virtue of an Engagement of a Candidate, or the passing by the Client of any information about a Candidate to any third party following an Introduction.
2.3 These Terms contain the entire Agreement between the Parties and unless otherwise agreed in writing by a director of the Agency, these Terms prevail over any other terms of business or purchase conditions (or similar) put forward by the Client.
2.4 No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between a director of the Agency and the Client and are set out in writing and a copy of the varied terms is given to the Client stating the date on or after which such varied terms shall apply.
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3. REQUIREMENTS
3.1 The Client agrees to provide the Agency with sufficient information to enable the Agency to assess and select a suitable Candidate(s) for the engagement. By doing this the Client agrees to provide:
3.1.1 the identity of the Hirer, and if applicable the nature of the Hirer's business; the date on which the Hirer requires a Candidate to commence work;
3.1.2 the position to be filled, including the type of work required to be done, the location and the hours required to be worked, by the Candidate;
3.1.3 any risks to health and safety relevant to the Engagement, and what steps have been taken by the Client to prevent or control such risks;
3.1.4 the experience, training, qualifications and any authorisation which the Hirer considers necessary, or which are required by law, or by any professional body, for the Candidate to possess.
3.1.5 the expenses policy, with expenses payable to the Candidate and approval process by the line manager
3.1.6 the minimum rate of remuneration and any other benefits to be offered in respect of the relevant position, and the intervals at which they would be paid; and
3.1.7 where applicable, the length of notice which a successful Candidate would be required to give and entitled to receive, to end the Engagement.
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4. INSTRUCTIONS
4.1 All Instructions are accepted only on the basis that the Agency is the employer of any Candidate or interviewee who is subsequently engaged, and carries on business as an employment business for the purpose of effecting introductions and continuing Engagement between persons desiring to enter into contracts of service or contracts for service (‘Introductions’).
4.2 No Interviewee or Candidate is an employee of the Client or is employed by the Client under a contract of service or under a contract for services. Throughout the entire duration of the Engagement the Client has no employment obligations to the Candidate.
4.3 The Agency agrees to effect Introductions between the Client and Interviewees for such positions as the Client notifies the Agency.
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5. FEES AND SCHEDULES
5.1 The Client agrees that if the Client’s payment is at any time in arrears then the Agency’s obligations under this Agreement shall cease to exist until such time as any payment due from the Client to the Agency is paid together with any interest due to The Agency under clause 5.3.6
5.2 The Agency agrees to engage the Candidate as an employee and ensures that the Candidate is completely aware of the nature and form of this agreement. The Agency will also maintain all employee and employer records and make all statutory payments and returns in relation to the employment of the candidate.
5.3 In consideration of the Agency’s obligations under this Agreement and the supply and continuing Engagement of the Candidate to the Client by the Agency leading to Engagement of the Candidate whether in a consulting position or otherwise, the Client will pay the Agency’s fees at the Prevailing Rate and agrees that:-
5.3.1 all sums are due as follows:
5.3.1.1 Retained Fee is due on Effective Date and is payable as per page 1 of the Agreement;
5.3.1.2 Engagement Fee is due on invoice date payable within 7 days of such date;
5.3.2 if the Client subsequently employs the Candidate after giving the relevant notice to the Agency, as outlined in clause 6.1, only the Permanent Placement Fee is payable as per page 1 of the Agreement, other than those stated in 5.3.1.1 and 5.3.1.2 above;
5.3.3 all sums are subject to VAT;
5.3.4 the Agency shall be entitled to charge interest on any sums unpaid from the date when such sums fall due until actual payment at the rate of 4% above the base-lending rate;
5.3.5 if any sums due under the terms of this Agreement remain unpaid for 14 days from the date due all other sums payable under these terms and conditions shall become payable immediately.
5.4 The Permanent Placement Fee is payable should the Client wish to bring the Candidate onto their own payroll at the end of the 24 month period, prior to the end of this agreement and 6 months after the contract end date.
5.5 The Agency will invoice the Client for the Engagement Fee, plus VAT, on or around the 31st of the prior month, for the duration of the Engagement (for example, a salary due end of February will be invoiced on the 31st of January).
5.6 All monthly payroll information (to include bonus and commission, if applicable) must be notified by the Client to the Agency on or before the last day of the preceding month it is due, or at latest the 7th of the month, to ensure that Payroll can be raised in time.
5.7 Travel, subsistence and all candidate expenses are payable to the Candidate by the Agency on the provisions all expenses are approved by Client in accordance with prevailing Client expenses procedures. Agency shall invoice Client for expenses costs as per Engagement Fee.
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6. TERMINATION
6.1 If the Client decides to terminate the Engagement of the Candidate, for any reason whatsoever, the Client must give at least 30 days notice in writing to a director of the Agency.
6.2 If the Client gives notice as specified in clause 6.1 the Engagement between the Client and the Candidate and the provisions of these terms and conditions shall continue until expiry of the notice.
6.3 If the Client terminates the Engagement of the Candidate, for any reason whatsoever, the whole of The Agency’s fees at the Prevailing Rate remains payable and any balance due from the Client to The Agency will become payable immediately.
6.4 If the Candidate or the Client terminates the Engagement before the end of the period of 24 months from the Date of Engagement, (‘the Period’), The Agency will not be liable for any loss, damage, costs or claims of the Client, howsoever arising.
6.5 If the termination of the Engagement, as per clause 6.1, is before the expiry of the Period, notice should be served in writing to the Agency within 7 days of said termination.
6.6 Upon termination of the Engagement, the Candidate will be entitled to be paid for any accrued but untaken holidays. Any holiday pay will be deemed to form part of the Engagement Fee and will be invoiced and payable in accordance with these Terms & Conditions.
7. CLIENT AGREEMENT ON BEHALF OF CANDIDATE
7.1 The Candidate is to be under the direction, supervision and control of the Client from the Date of Engagement and the Client will engage the Candidate under this contract of service and will treat the Candidate in the same manner as its own Employees. Without prejudice to the above the Client agrees:
7.1.1 to be responsible for all acts, errors, mistakes or omissions whether willful, negligent or otherwise of the Candidate;
7.1.2 to comply with all obligations, duties, restrictions and regulates (whether) statutory or otherwise and without prejudice to the generality of the foregoing (those relating to place, nature or system of work) from time to time in force in any way arising whether directly or indirectly from the services rendered by the Candidate;
7.1.3 to take out adequate insurance cover in respect of the Candidate;
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7.1.4 to be responsible for all reasonable costs, claims and expenses of the Candidate arising whether directly or indirectly from the services rendered by the Candidate
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7.2 Whilst every effort is made by The Agency to ensure that a Candidate possesses a reasonable standard of skill and expertise the Client is responsible for obtaining any reference concerning a Candidate’s skills, qualifications and general integrity and shall obtain any necessary work permits and satisfy itself about any medical requirements or other qualifications as are required by law. The Agency, anyone employed by the Agency or associated with the Agency:
7.2.1 accept no responsibility and shall not be liable in any circumstances for any information or representations supplied or given to the Client based on the information, details or particulars supplied to The Agency by the Candidate;
7.2.2 accept no responsibility and give no warranties as to the capabilities, suitability, history, character, age, experience or otherwise of the Candidate;
7.2.3 shall not be liable for any loss, damage, expenses (including legal expenses) costs, claims or delay, howsoever caused, suffered or incurred by the Client, arising from the negligence, dishonesty, conduct, actions, lack of experience or skill or otherwise of the Candidate.
7.3 The Client accepts all responsibility for the Candidate in respect of all statutes, bye-laws and other legal requirements including any statutory re-enactment or modification thereof from time to time in force to which the Client is ordinarily subject in respect of the Client’s own Employees and servants.
7.4 The Client agrees to supervise the Candidates engaged by them sufficiently to meet the reasonable standards expected from the Candidate. If the Client decides to terminate the Engagement with the Candidate the Client may do so in accordance with the provisions of these Terms and Conditions and for the avoidance of doubt shall still be liable for all sums due under these terms and conditions.
7.5 Neither Party shall (except with the prior written consent of the other and excluding secondment staff) during the term of these terms and conditions, and for a period of one year thereafter, shall:
7.5.1 solicit the services of any staff of the other party whom have been engaged in the provision of services or the management of this agreement.
7.5.1.2 this includes anyone engaged in any significant part thereof either as principal, agent, employee independent contractor or any other form of employment or engagement, other than by means of a national advertising campaign open to all-comers and not specifically targeted at such staff of the other party.
7.5.1.3 A breach of this clause by either Party will render them liable to pay the other Party a liquidated damages fee in accordance with the following scale: non-senior employee £10,000 plus VAT, senior employees (defined as any basic annual salary in excess of £50,000) £20,000 plus VAT.
7.6 Introductions of Candidates are confidential.
7.6.1 If a Client discloses a Candidate’s details to a third party, that will be deemed to be a “Third Party Introduction”. If that Third Party Introduction results in an Engagement of the Candidate by the third party within 6 months of the Agency’s Introduction of the Candidate to the Client, then the Client will be liable to the Agency for payment of an Introduction Fee in accordance with the stated Introduction Fee in this contract. Neither the Client nor the third party shall be entitled to a refund of the Introduction Fee in any circumstances.
7.7 The Client agrees to indemnify and to keep the Agency fully indemnified against all costs, claims, demands, expenses and liabilities arising from the breach by the Client of these terms and conditions or arising out of or relating to the Engagement of the Candidate by the Client.
7.8 These terms and conditions represent the entire agreement between the Parties with respect to the matters contained herein and no other promises, terms, conditions or obligations, oral or written, express or implied other than those contained herein shall apply.
7.8.1 No oral promise, variation or amendment to these terms and conditions, or commitment relating to them shall be valid unless made expressly and in writing and signed by a director of The Agency and by or on behalf of the Client.
7.9 These terms and conditions override all previous contracts whether express or implied between the Parties.
7.10 Any delay on the part of the Agency in enforcing any term, condition, right or remedy in respect of these terms and conditions shall not be deemed to be a waiver of any right or remedy whatsoever of the Agency.
8. NOTICE
8.1 Any notice given under these terms and conditions shall be in writing and may be served:
8.1.1 Personally;
8.1.2 by registered or recorded delivery mail;
8.1.3 or by any other means agreed between the Parties
8.2 Each Party’s address for the service of notices shall be the address of its registered office or principal place of business, as appropriate, or such other address as that Party specifies by notice in writing to the other.
8.3 A notice shall be deemed to have been served:
8.3.1 if it was served in person at the time of service;
8.3.2 if it was served by post, 48 hours after it was posted
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9. SUITABILITY CHECKS
9.1 The Agency endeavours to ensure the suitability of Candidates Introduced to the Client to work in the position which the Client seeks to fill by taking reasonably practicable steps to:
9.1.1 ensure that it would not be detrimental to the interests of either the Client or the Candidate;
9.1.2 ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body; [and]
9.1.3 confirm that the Candidate is willing to work in the position
9.2 Notwithstanding clause 9.1 the Client shall be obliged to satisfy itself as to the suitability of the Candidate for the position they are seeking to fill. The Client is responsible for:
9.2.1 taking up any references provided by the Candidate before Engaging the Candidate;
9.2.2 checking the Candidate’s right to work and obtaining permission to work as may be required by the law of the country in which the Candidate is Engaged to work;
9.2.3 the arrangement of medical examinations and/or investigations into the medical history of any Candidate; and
9.2.4 satisfying any medical and other requirements, qualifications or permission required for the Candidate to work in the Engagement.
9.3 To enable the Agency to comply with its obligations under 9.1 above the Client undertakes to provide to the Agency details of the position which the Client seeks to fill, including the following:
9.3.1 the type of work that the Candidate would be required to do;
9.3.2 the location and hours of work;
9.3.3 the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position;
9.3.4 any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
9.3.5 the date the Client requires the Candidate to commence the Engagement;
9.5.6 the duration or likely duration of the Engagement;
9.3.7 the minimum rate of Remuneration, expenses and any other benefits that would be offered;
9.3.8 the intervals of payment of Remuneration; and
9.3.9 the length of notice that the Candidate would be entitled to give and receive to terminate their employment with the Client.
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10. CONFIDENTIALITY AND DATA PROTECTION
10.1 All information relating to a Candidate is confidential and subject to the Data Protection Act 1998 (“DPA”) and is provided solely for the purpose of providing work-finding services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the DPA in receiving and processing the data at all times. In addition, information relating to the Agency’s business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.
11. SEVERABILITY
11. If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws.
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12. GOVERNING LAW AND JURISDICTION
12. These Terms are governed by the law of These Terms are governed by the law of England & Wales and are subject to the exclusive jurisdiction of the Courts of England & Wales