Terms of Business

For the introduction of permanent and contract staff to be directly employed by the client

These Terms of Business are between EPL Limited and the Employer are deemed to be accepted by the Client by virtue of the introduction of a Candidate.

1. Definitions

In these Terms of Business the following definitions apply.

1.1. “Applicant” means a person introduced by the Company to the Client for an Engagement including any members of the Company’s own staff.

1.2. “Associated company” means any company which is a subsidiary or holding company of the Client or a subsidiary of such holding company and “subsidiary” and “holding company” have the meanings attributed to them by section 736 of the Companies Act 1985.

1.3. “Client” means the person, firm or corporate body together with any subsidiary or associated company as defined by the Companies Act 1985 to whom an Applicant is introduced by the Company.

1.4. “Company” means EPL Ltd, a company incorporated in the Isle of Man under number 123958C and whose registered office is at RAFA House, 19 Bucks Road, Douglas, Isle of Man IM1 3DA which for the purposes of these Terms operates as an employment agency as defined in the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (except where any temporary placement (whereby the Client enters into a contract with the Company for the temporary provision of the Applicant’s services) results from an Introduction to the Client, in which case the Company shall act as an employment business).

1.5. “Engagement” means the engagement, employment or other use, directly or indirectly, of an Applicant by the Client on a permanent, temporary or other basis, whether under a contract of service or for services, or under an agency, license, franchise or partnership agreement or otherwise; or any other employment or engagement of the Applicant with a third party.

1.6. “Introduction” means the Client’s interview of an Applicant in person, by telephone or otherwise, following the Client’s instruction to the Company to search for an Applicant, or the passing to the Client of a curriculum vitae or other information which identifies the Applicant and which, in either or both cases, leads to an Engagement of the Applicant. Introductions are highly confidential and the referral on of an Introduction to another employer, which results in an engagement, renders the Client liable to payment of EPL Limited’s fee in accordance with our Terms of Business. In addition, when a Candidate has been introduced to the Client, resulting in a placement, our standard terms apply even if the candidate is appointed to a position that differs from the original brief, and even if the Client already knows the Candidate.

1.7. “Remuneration” includes base salary or fees, guaranteed and/or anticipated benefits, 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 Applicant for services rendered to or on behalf of the Client. Where a company car is provided by the Client, a notional amount of £4,000 will be added to the salary in order to calculate the Company’s fee.

1.8. Unless the context requires otherwise, references to the singular include the plural and references to the masculine include the feminine and vice versa.

1.9. The headings contained in these Terms are for convenience only and do not affect their interpretation.

2. The Contract

2.1. These Terms of Business are deemed to be accepted by the Client by virtue of an Introduction to, or the Engagement of, an Applicant.

2.2. Unless otherwise agreed in writing by the Managing Director of the Company, these Terms of Business shall prevail over any other terms of business or purchase conditions put forward by the Client.

2.3. No variation or amendment to these Terms of Business shall be valid unless the details of such variation or amendment are agreed between the Company 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.

2.4. Save in respect of the authority given under these Terms, the Company has no authority to act for the Client, and, in particular, has no authority to enter into any contract with the Applicant on behalf of the Client.

3. Notification and Fees

3.1. The Client agrees to:

3.1.1. Notify the Company immediately of any offer of an Engagement which the Client makes to an Applicant;

3.1.2. Notify the Company immediately that the Client’s offer of an Engagement to an Applicant has been accepted or otherwise upon the commencement of an Engagement (whichever first occurs);

3.1.3. Provide details of the Remuneration to the Company; and

3.1.4. Pay the Company’s fee within 7 days of the date of invoice.

3.2. No fee is incurred by the Client until the Applicant commences the Engagement when the Company will render an invoice to the Client for its fees.

3.3. The Company reserves the right to charge the Client interest on any invoiced amounts unpaid for more than 30 days of the date of the invoice (both before and after any judgment) at the rate of 5% per annum above the base rate from time to time of HSBC Bank plc from the due date until the date of actual payment, and any such interest shall be payable on demand.

3.4. The fee payable to the Company by the Client for an Introduction resulting in an Engagement is as per the following bandings:

£25,000 and over	16%
£14,000 – £24,999	13.5%
Up to £13,999	11.5%

The bandings are based on the Applicant’s Remuneration applicable during the first 12 months of the Engagement and the fee is the percentage of such Remuneration set out against the relevant banding. VAT will be charged on the fee if applicable.

3.5. Where a Candidate is employed by the Client on a contract basis for less than 12 months, the fee will be payable on a pro-rata basis. Should the Candidate be subsequently offered a permanent position or an extension of contract, the remainder of the fee, based on our standard terms and conditions, will be payable immediately.

3.6 If the Client or any Associated company of the Client re-engages an Applicant for a further contract period beyond the initial 12 month fee structure, an additional pro rata fee of Engagement, calculated in accordance with clause 3.4 above becomes payable with no entitlement to the refund.

4. Refund Guarantees

4.1. In order to qualify for the following guarantees, all monies due under these Terms must have been paid in full by the Client in accordance with clause 3.1.4 and the Client must notify the Company in writing of the termination of the Engagement within 7 days of its termination.

4.2. If the Engagement terminates before the expiry of 10 weeks from the commencement of the Engagement (except where such termination is as a result of redundancy, pregnancy, injury or ill-health or by reason of an Applicant’s race, sex, sexual orientation, religion or belief, any disability or age) the fee will be rebated in accordance with the Scale of Rebate set out in clause 11.

4.3. If, after an offer of Engagement has been made to an Applicant, the Client decides for any reason to withdraw it, the Client shall be liable to pay the Company a minimum fee of 10% of the annual Remuneration/as indicated on the Scale of Charges.

4.4. If the Client or any Associated company of the Client subsequently re-engages an Applicant within the period of 6 calendar months from the date of termination of the Engagement or withdrawal of the offer, a full fee calculated in accordance with clause 3.4 above becomes payable with no entitlement to the refund.

4.5. A free placement will be offered if the successful Applicant left within the first month of the Engagement. In the event of the replacement Applicant’s remuneration package differing from that of the original Applicant, then a balancing invoice or credit will be issued. Thereafter a percentage rebate on the fee will be payable in accordance with the conditions in this clause 4.

5. Retained Assignments

5.1. In the case of retained searches, where the precise remuneration package is not known in advance, the remuneration package will be estimated for the purpose of the first two installments of the fee. The final installment of the fee will be based on the actual remuneration package and any necessary adjustments will be made. The fees shall be paid in the following installments:

• One third upon acceptance of the Client’s instructions.
• One third upon delivery of the short list of Applicants.
• The final installment upon commencement of the Engagement.

6. Introductions

6.1. Introductions of Applicants are confidential and should not be disclosed to any other person without the Company’s prior written consent. The Client may only use any curriculum vitae (or other information which identifies the Applicant) supplied for the purposes of selecting an Applicant for interview and deciding whether to engage an Applicant.

6.2. The disclosure by the Client (with or without the Company’s prior written consent) to any third party of any details regarding an Applicant introduced by the Company which results in an Engagement with that third party within 6 months of the Introduction renders the Client liable to payment of the Company’s fee as set out in clause 3.4 with no entitlement to any refund. 

7. Suitability

7.1. EPL Limited endeavours to make every reasonable effort to ensure the suitability of candidates selected on behalf of Clients but does not personally establish references for permanent placements and cannot accept responsibility for any loss, expense, damage or delay, however occasioned.  The Client is responsible for taking up references concerning the candidate’s skills, qualifications and general integrity, satisfying any medical requirements and obtaining housing licences, visas, work permits or any other additional requirements. The Company endeavours to ensure the suitability of any Applicant introduced to the Client to fill the position which the Client seeks to fill based on the information provided by the Client to the Company on the position, including the type of work an Applicant in that position would be required to do, by obtaining confirmation of the Applicant’s identity; that the Applicant has the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or by any professional body to work in the position which the Client seeks to fill; and that the Applicant is willing to work in the position which the Client seeks to fill; and the Client agrees that, if the Applicant fails to have the experience, training, qualifications or any authorisation which the Client considers are necessary, or which are required by law or by any professional body, the Company shall have no liability to the Client in respect of this.

7.2. Notwithstanding the provisions of clause 7.1, the Company gives no warranty as to the suitability of any Applicant and the Client shall satisfy itself as to the suitability of each Applicant and shall take up any references provided by the Applicant and/or the Company before engaging any Applicant. The Client shall be responsible for obtaining work and other permits if required, for the arrangement of medical examinations and/or investigations into the medical history of any Applicant, and satisfying any medical and other requirements or qualifications required by the law of the country in which the Applicant is engaged to work.

7.3. The Company endeavours to take all such steps as are reasonably practicable to ensure that the Client and the Applicant are aware of any requirements imposed by law or any professional body to enable the Applicant to work in the position which the Client seeks to fill.

7.4. To enable the Company to comply with its obligations under clauses 7.1, 7.2 and 7.3 above, the Client undertakes to provide to the Company details of the position which the Client seeks to fill, including the type of work that the Applicant would be required to do; the location and hours of work; any risks to health or safety known to the Client and the steps the Client has taken to prevent or control such risks; the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Applicant to possess in order to work in the position. In addition, the Client shall provide details of the date the Client requires the Applicant to commence; the duration or likely duration of the work; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration; and the length of notice that the Applicant would be entitled to give and receive to terminate the Engagement with the Client.

8. Liability

8.1. The Company and its staff 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:

8.1.1 or in any way connected with the Company seeking any Applicant for the Client;

8.1.2 the Introduction to or Engagement of any Applicant by the Client;

8.1.3 the failure of the Company to introduce any Applicant. For the avoidance of doubt, the Company does not exclude liability for death or personal injury arising from its own negligence;

8.1.4 in connection with the failure of any Applicant to meet the requirements of the Client for all or any of the purposes for which the Applicant is required by the Client

8.1.5 any act or omission of any Applicant, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; or

8.1.6 any loss, injury, damage, expense or delay incurred or suffered by an Applicant.

8.2 The Client acknowledges that in entering into these Terms, it has not relied on any representations, warranties or other assurances by the Company other than those expressly set out in these Terms, provided that nothing in this clause 8.2 shall operate to limit or exclude any liability for fraudulent misrepresentation between the Company and the Client.

9. Special Situations

9.1. Where the Applicant is required by law, or any professional body, to have any qualifications or authorisations to work in the position which the Client seeks to fill; or the work involves working with or caring for or attending one or more persons under the age of eighteen, or caring for or attending any person who by reason of age, infirmity or any other circumstances is in need of care or attention, the Company will take all reasonably practicable steps to confirm that the Applicant is not unsuitable for the position, including offering to provide copies of any relevant qualifications or authorisations of the Applicant and obtaining and offering to provide two references from persons not related to the Applicant who have agreed that the reference they provide may be disclosed to the Client. If the Company is unable to do any of the above it shall inform the Client that it has taken all reasonably practicable steps to comply with the above provisions of this clause 9.1 and that it has been unable to do so, and inform the Client of the details of the steps the Company has taken in order to try and comply.

10. Law

10.1. These Terms are governed by the law of the Isle of Man and are subject to the exclusive jurisdiction of the Courts of the Isle of Man.

11. Scale of Rebate

11.1. Where an Applicant leaves during the first 10 weeks of the Engagement, a partial refund of the introduction fee or free replacement Applicant shall be offered to the Client in accordance with the scale set out below, subject to the conditions in clause 4.

Month in which the Applicant leaves	% of Introduction fee refunded
Within 4 weeks	Free Replacement
Up to 6 weeks	40 %
up to 10 weeks	25 %

12. Data Protection

12.1 Each party warrants and undertakes to the other that, in relation to these Terms, it shall comply strictly with all requirements of the Data Protection Act 1998, any applicable statutory or regulatory provisions and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data.

13. Third Party Rights

13.1 None of the provisions of these Terms is intended to be for the benefit of, or enforceable by third parties (other than permitted assignees of the Company who shall be entitled to enforce the provisions of these Terms as if original parties to it) and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

Supplying temporary staff services – client terms of business

1.     Definitions

1.1. In these Terms of Business the following definitions apply:

“Assignment” means the period during which the Temporary Worker is supplied to render services to the Client;

“Client” means the person, firm or corporate body together with any subsidiary or associated company as defined by the Companies Act 1985 to which the Temporary Worker is supplied;

“The Employment Business” means EPL Ltd, 19 Bucks Road, Douglas, Isle of Man IM1 3DA

“Engagement” means any employment or use of the Temporary Worker on a permanent or temporary basis, whether under a contract of service or for services; an agency, license, franchise or partnership arrangement; or any other engagement; directly or through a limited company of which he is an officer or employee

“Temporary Worker” means the individual whose services are supplied by the Employment Business to the Client.

“Introduction” means (i) the Client’s interview of a Temporary Worker in person or by telephone, following the Client’s instruction to the Employment Business to search for a Temporary Worker; or (ii) the passing to the Client of a curriculum vitae or other information which identifies the Temporary Worker; and which leads to an Engagement of that Temporary Worker by the Client.

1.2. Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa.

1.3. The headings contained in these Terms are for convenience only and do not affect their interpretation.

2. The Contract

2.1. These Terms constitute the contract between the Employment business and the Client for the supply of the Temporary Worker’s services by the Employment Business to the Client and are deemed to be accepted by the Client by virtue of its request for, interview with or Engagement of the Temporary Worker.

2.2. No variation or alteration to these Terms shall be valid unless approved by the Employment Business in writing.

2.3. Unless otherwise agreed in writing by the Employment Business, these Terms prevail over any terms of business or purchase conditions offered by the Client.

3. Charges

3.1. The Client agrees to pay the hourly charges of the Employment Business 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 Temporary Worker. The charges are comprised mainly of the Temporary Worker’s remuneration but also include the Employment Business’ commission, employer’s national insurance contributions and any travel, hotel or other expenses as may have been agreed with the Client or, if there is no such agreement, such expenses as are reasonable. In addition, the client is also responsible should the candidate be required to attend any antenatal or related appointments during working hours. Any such hours will be indicated on the timesheet submitted by the candidate and this will in turn be paid accordingly by the end user [client the candidate is assigned to]. VAT is payable on the entirety of these charges.

3.2. The charges are invoiced to the Client on a weekly basis and are payable within seven days [7]. The Company reserves the right to charge interest on any overdue amounts at the rate of 5% per annum above the base rate from time to time of HSBC Bank from the due date until the date of payment.

4. Timesheets

4.1. At the end of each week of an Assignment (or at the end of the Assignment where it is for a period of one week or less or is completed before the end of a week) the Client shall sign the Employment Business’ time sheet verifying the number of hours worked by the Temporary Worker during that week.

4.2. Signature of the time sheet by the Client indicates satisfaction with the services provided by the Temporary Worker and confirmation of the number of hours worked.  Failure to sign the time sheet does not absolve the Client’s obligation to pay the charges in respect of the hours worked.

5. Remuneration

5.1. The Employment Business assumes responsibility for payment of the Temporary Worker’s remuneration and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to the Temporary Worker.

6. Introduction fees

6.1. The direct Engagement by a Client of a Temporary Worker introduced by the Employment Business, or the introduction by the Client of a Temporary Worker to any third party resulting in an Engagement (or, where applicable, if the Temporary Worker has become incorporated under a limited company, the Engagement of that limited company) renders the Client subject to the payment of an introduction fee.

6.2. Where the Client fails to inform the Employment Business of the annual remuneration, the introduction fee will be calculated by multiplying the hourly charge of the Employment Business for the Temporary Workers’ services by a figure of 300 times the hourly rate No refund of the introduction fee will be paid in the event that the Engagement subsequently terminates. VAT is payable in addition to any fee due.

7. Liability

7.1. Whilst every effort is made by the Employment Business to give satisfaction to the Client by ensuring reasonable standards of skills, integrity and reliability from Temporary Workers and further to provide them in accordance with the Client’s booking details, the Employment Business is not liable for any loss, expense, damage or delay arising from any failure to provide any Temporary Worker for all or part of the period of booking or from the negligence, dishonesty, misconduct or lack of skill of the Temporary Worker.  For the avoidance of doubt, the Employment Business does not exclude liability for death or personal injury arising from its own negligence.

7.2. Temporary Workers are engaged by the Employment Business under contracts for services. They are not the employees of the Employment Business but are deemed to be under the supervision, direction and control of the Client from the time they report to take up duties and for the duration of the Assignment.  The Client agrees to be responsible for all acts, errors or omissions of the Temporary Worker, whether wilful, negligent or otherwise as though he was on the payroll of the Client.   The Client will also comply in all respects with all statutes including, for the avoidance of doubt, the Working Time Regulations, Health and Safety At Work Act etc, by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the Client’s own staff (excluding the matters specifically mentioned in Clause 5 above), including in particular the provision of adequate Employer’s and Public Liability Insurance cover for the Temporary Worker during all Assignments.

7.3. The Client shall advise the Employment Business of any special health and safety matters about which the Employment Business is required to inform the Temporary Worker.  The Client will assist the

Employment Business in complying with the Employment Business’ duties under the Working Time Regulations by supplying any relevant information about the Assignment requested by the Employment Business and the Client will not do anything to cause the Employment Business to be in breach of its obligations under these Regulations.  Where the Client requires or may require the services of a Temporary Worker for more than 48 hours in any week, the Client must notify the Employment Business of this requirement before the commencement of that week.

7.4. The Client shall indemnify and keep indemnified the Employment Business against any costs, claims or liabilities incurred by the Employment Business arising out of any Assignment or arising out of any non-compliance with clause 7.2 and 7.3 and/or as a result of any breach of these Terms by the Client.

8. Termination

8.1. The Client undertakes to supervise the Temporary Worker sufficiently to ensure the Client’s satisfaction with the Temporary Worker’s standards of workmanship.  If the Client reasonably considers that the services of the Temporary Worker are unsatisfactory, the Client may terminate the Assignment either by instructing the Temporary Worker to leave the Assignment immediately, or by directing the Employment Business to remove the Temporary Worker.  The Employment Business may in such circumstances reduce or cancel the charges for the time worked by that Temporary Worker, provided that the Assignment terminates:-

a) within four hours of the Temporary Worker commencing the Assignment where the booking is for more than seven hours; or

b) within two hours for bookings of seven hours or less;

and also provided that notification of the unsuitability of the Temporary Worker is confirmed in writing to the Employment Business within 48 hours of the termination of the Assignment.

8.2. Any of the Client, the Employment Business or the Temporary Worker may terminate an Assignment at any time without prior notice and without liability.

8.3. The Client shall notify the Employment Business immediately and without delay and in any event within [24] hours if the Temporary Worker fails to attend work or notifies the Client that he is unable to attend work for any reason.

9. Law

9.1. These Terms are governed by the law of the Isle of Man and are subject to the exclusive jurisdiction of the Courts of the Isle of Man.