Last Updated 31st May 2022
These terms of business are for the introduction of Candidate(s) to Client for permanent and fixed-term positions (the “Agreement”).
This Agreement commences upon acceptance from Client and is valid for a period of 24 months.
1. Definitions
Candidate: means the person Introduced by the Agent to the Client, including, but not limited to, any officer or employee of the Candidate if the Candidate is a limited company, any member or employee of the Candidate if the Candidate is a limited liability partnership, and members of the Agent’s staff;
Client: means the person, firm or corporate body to whom the Agent introduces a Candidate;
Agent: means Salesplayers.com, which is a trading name of Sales Players Ltd, a company incorporated in England and Wales under company number 11312014 and whose registered office is at 33 Manor Fold, Walkden, Manchester, M28 3DG, United Kingdom
Candidate’s Engagement Commencement Date: means the date when a Candidate introduced by the Agent who has accepted an Engagement by the Client is due to begin the Engagement.
Conduct Regulations: means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended);
Confidential information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of either Party for the time being confidential to that Party and trade secrets including, without limitation, technical data and know-how relating to the business of either Party or any of its suppliers, clients, customers, agents, distributors, shareholders or management whether or not such information (if in anything other than oral form) is marked confidential;
Data Controller: is given the definition of “controller” in accordance with the UK GDPR and the Data Protection Act 2018;
Data Protection Legislation: means (i) all applicable data protection and privacy legislation in force from time to time, including the UK General Data Protection Regulation (UK GDPR), the UK’s Privacy and Electronic Communications Regulations (SI 2003/2426) (PECR) and the UK’s Data Protection Act 2018; and (ii) any other legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data/personally identifiable information (including, without limitation, the privacy of electronic communications);
Disclosing Party: is the Party disclosing Confidential Information;
Engagement: means the engagement, employment or use of the Candidate by the Client or by any Third Party to whom or to which the Candidate was Introduced by Client (whether with or without the Agent’s knowledge or consent) on a permanent or temporary basis, whether under a contract of service or for services; under an agency, license, franchise or partnership agreement; or through any other engagement directly or through a limited company of which the Candidate is an officer or employee or through a limited liability partnership of which the Candidate is a member or employee; or indirectly through another company and “Engages” and “Engaged” will be construed accordingly;
Introduction:
1. the passing of a curriculum vitæ or information about the Candidate; or
2. the interview of a Candidate in person or by telephone and the time of the Introduction will be taken to be the earlier of (a) and (b) above; and “Introduced” and “Introduces” will be construed accordingly;
Introduction Fee: means the fee defined in clause 4 and payable by the Client to the Agent if the Candidate Introduced by the Agent is Engaged by the Client;
Key Contact: means the Agent or person appointed by the Agent to manage the relationship with the Client;
Personal Data: means as set out in, and will be interpreted in accordance with Data Protection Legislation;
Personal Data Breach: means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed in connection with this Agreement or which relates to any Candidate;
Receiving Party: is the Party receiving the Confidential Information from the Disclosing Party;
Third-Party: means any company or person who is not the Client. For the avoidance of doubt, subsidiary and associated companies of the Client (as defined by s.1159 of the Companies Act 2006 and s.416 of the Income and Corporation Taxes Act 1988 respectively) are included (without limitation) within this definition;
UK GDPR: means the UK General Data Protection Regulation; and
Vacancy: means a specific role(s), work or position that the Client requests the Agent to submit Candidates for consideration for such role(s), work or position.
2. Obligations of the Agent
2.1 The Agent will use reasonable endeavours to introduce at least 1 Candidate(s) to meet the requirements of the Client for each Vacancy. The Agent makes no guarantee that it will be able to find a suitable Candidate for each Vacancy.
2.2 Without prejudice to clause 2.3 below, the Agent will use reasonable endeavours to ensure that the information provided by the Agent to the Client with regards to the Candidate is accurate and up-to-date.
2.3 The Agent accepts no responsibility with regards to matters outside of its knowledge and it is for the Client to satisfy the suitability of the Candidate for the Vacancy.
3. Obligations of the Client
3.1 The Client will satisfy itself as to the suitability Candidate. The Client is responsible for:
a) obtaining work permits and/or other permissions to work that may be required;
b) the arrangement of medical examinations and/or investigations into the medical history of the Candidate, if required for the Vacancy;
c) obtaining the Candidates criminal record and/or background checks if required for the Vacancy; and
d) satisfying other requirements, qualifications or permissions required by the law and regulations of the country in which the Candidate is engaged to work if required for the Vacancy.
3.2 To enable the Agent to comply with its obligations under clause 2, the Client undertakes to provide to the Agent:
a) the identity of the Client and the nature of the Client’s business;
b) details of the position the Client seeks to fill, including the job title;
c) the start date of the position the Client seeks to fill;
d) the duration of the assignment if there is a fixed end date, or to detail the work will be ongoing where there is no fixed end date;
e) the type of work the Candidate will be required to do;
f) the location, days and hours of work;
g) 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 work in the position;
h) any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
i) the minimum rate of remuneration, expenses and any other benefits that would be offered;
j) the intervals of payment of remuneration; and
k) the length of notice the Candidate is required to give to terminate the Engagement with the Client.
3.3 The Client agrees that it shall inform the Agent of any information it holds or is aware of, that would be detrimental to the interests of either the Client or the Candidate, for the Candidate to work in the position the Client is seeking to fill.
3.4 The Client agrees to provide written notice to the Agent within 2 working days where it receives details of a Candidate from the Agent which it has already received from:
a) another company;
b) a person;
c) the Candidate; or
d) any other source including (without limitation) from social media, job boards or advertisements placed by the Client.
3.5 The Client further agrees that if no such notice is given by the Client to the Agent then in the event of an Engagement of the Candidate by the Client, howsoever arising, the Client agrees to pay the Agent a fee in accordance with clause 4.2.
3.6 Where the Client does notify the Agent in accordance with 3.4 above and where the Client provides evidence to the Agent that such receipt of details by the Client is in direct relation to the Vacancy, the Client will not be liable to pay the Agent a fee for that Candidate in respect of the Vacancy. The Client acknowledges and agrees that where the Client is unable to evidence such or freely admits their possession of the Candidate’s details was not in relation to the Vacancy, the Client agrees to pay the Agent’s fee in accordance with 4.2.
3.7 The Client agrees to:
a) notify the Agent as soon as possible (and in no event, later than 1 working day from the date of offer or from the date the Engagement takes effect; whichever is earlier) of any offer of an Engagement to the Candidate;
b) notify the Agent immediately when its offer of an Engagement to the Candidate has been accepted and to provide details of the Candidate’s Remuneration to the Agent; and
c) pay the Agent’s fee within the period set out in 5.2.
d) notify the Agent immediately when its offer of an Engagement to the Candidate has been terminated, along with the details for the termination.
3.8 The Client shall not, and shall not seek to cause the Agent to, unlawfully discriminate in relation to the services provided by the Agent to the Client in connection with this Agreement and shall disclose any and all information requested by the Agent in the event a Candidate makes a complaint to the Agent.
3.9 The Client warrants that it shall not, and will ensure that its employees and agents shall not, pass any information concerning a Candidate to any Third Party. The Client acknowledges that Introductions of Candidates are confidential and that failure to comply with this clause 3.9 may cause the Agent to breach the Conduct Regulations and/or the Data Protection Legislation and accordingly, the Client agrees to indemnify the Agent from any and all liability in connection with the Client’s breach of this clause 3.9.
4. Charges/Fees
4.1 Where the Client discloses to a Third Party any details regarding a Candidate and that Third Party subsequently Engages the Candidate within 18 months from the date of the Introduction, the Client agrees to pay the Agent’s total fee as set out in clause 4.3. There is no entitlement to any rebate or refund to Client or to the Third Party in relation to fees paid in accordance with this clause 4.1.
4.2 The Client agrees to pay the Agent the total fee calculated in accordance with clause 4.3 where it Engages, whether directly or indirectly, any Candidate within 18 months from the date of the Agent’s Introduction.
4.3 If the Client Engages a Candidate introduced by the Agent and the Candidate accepts such Engagement, the Agent shall be entitled to, and the Client shall pay the Agent a Signing-On Fee of 500 Euros upfront and 250 Euros per month for a maximum of 24 months.
4.4 If the Candidate resigns or is dismissed for any reason within 14 days of the Candidate’s Engagement Commencement Date, then clause 6.1 below shall apply in relation to the Signing-On Fee.
4.5 If the Candidate resigns or is dismissed for any reason, after 14 days of the Candidate’s Engagement Commencement Date, then the monthly payment of 250 Euros shall discontinue from the following calendar month.
4.6 Charges incurred by the Agent at the Client’s written request in respect of advertising or any other matters will be charged to the Client in addition to the fee and such charges will be payable whether or not the Candidate is Engaged. The Client acknowledges that it has no right to set off, withhold or deduct monies from sums due to the Agent under or in connection with this Agreement.
5. Invoices
5.1 The Agent shall raise invoices in respect of the charges payable and the Client agrees to pay the amount due within 7 days of the date of the invoice.
5.2 All invoices will be deemed to be accepted in full by the Client unless the Client notifies the Agent in writing within 2 working days of receiving the invoice, stating the amount the Client disputes and the reason the Client disputes that amount. In the event the Client does so notify the Agent that it wishes to dispute part of an invoice, the Client agrees to pay the undisputed part of the invoice within the agreed payment terms and shall co-operate fully with the Agent in order to resolve the dispute as quickly as possible.
5.3 The Agent reserves the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on invoiced amounts unpaid by the due date at the rate of 8% per annum above the base rate from time to time of the Bank of England from the due date until the date of payment. Any invoices overdue by more than 45 days will be passed to a commercial debt recovery agent.
6. Rebate Period
6.1 Where any Candidate placed by the Agent with the Client ceases to be engaged with the Client within 14 days of the Candidate’s Engagement Commencement Date a refund of the Signing-On Fee will be payable by the Agent to the Client.
6.2 Such a refund will not be payable if the Candidate is made redundant or the Engagement is terminated on the grounds of ill health or in circumstances where there have been significant or material changes to the Candidate’s original terms of the Engagement.
6.3 If the Agent Introduces a suitable replacement Candidate within one month of the leaving date of the original Candidate, and the Client engages that replacement Candidate, no refund will be payable to the Client, however, no Signing-On Fee will be payable by the Client to the Agent in respect of the replacement Candidate.
6.4 The provisions of this Agreement will then apply in respect to the replacement Candidate as if he/she had been the original Candidate.
6.6 If a refund is payable by the Agent to the Client, the Client will notify the Agent of the amount of the refund and the Agent will issue the Client with a refund for the said amount within 30 days of such notification.
7. Liability and Indemnity
7.1 The Agent shall use reasonable endeavours to ensure the Candidate has the required standard of skill, experience and necessary qualifications as stated in the Vacancy; nevertheless, the Agent is not liable for any loss, expense, damage or delay arising from and in connection with any failure on the part of the Agent or of the Candidate to evidence such to the Client nor for any negligence whether willful or otherwise, dishonesty, fraud, acts or omissions, misconduct or lack of skill, experience or qualifications of Candidate.
7.2 The Agent is not liable for any indirect or consequential losses or damage including but not limited to; loss of profits, revenue, goodwill, anticipated savings or for claims by third parties arising out of the Agent’s performance or failure to perform any of its obligations in this Agreement.
7.3 Notwithstanding clause 7.2 above, nothing in this Agreement will be deemed to exclude or restrict any liability of the Agent to the Client for personal injury, death or fraud directly caused by the Agent.
7.4 The Agent shall not be liable for failure to perform its obligations under this Agreement if such failure results by reason of any cause beyond its reasonable control.
7.5 The Client will indemnify and keep indemnified the Agent against any costs (including legal costs), claims or liabilities incurred directly or indirectly by the Agent arising out of or in connection with this Agreement including (without limitation) as a result of –
a. any breach of this Agreement by the Client or by its employees or agents;
b. any breach by the Client or by a Third Party, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity, immigration legislation, the Conduct Regulations and Data Protection Legislation); or
c. any unauthorised disclosure of Candidate details by the Client or by a Third Party, or any of its employees or agents.
8. Confidentiality
8.1 Each Party agrees not to disclose to any person or Third Party any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other Party except as permitted by this clause.
8.2 Each Party may disclose the other Party’s confidential information:
(a) to its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other Party’s confidential information comply with this clause 8; and
(b) as may be required by the law, a court of competent jurisdiction or any governmental or regulatory authority.
8.3 No party shall use any other Party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
8.4 All information contained within this Agreement will remain confidential and the Client shall not divulge it to any Third Party save for its own employees and professional advisers and as may be required by law.
8.5 The Client shall not without the prior written consent of the Agent provide any information in respect of a Candidate to any Third Party whether for employment purposes or otherwise.
8.6 However, Confidential Information will not include any information or data that: (i) is already known to the Receiving Party free of any obligations of confidence at the time that it is disclosed to the Receiving Party;
(ii) has become generally publicly known through no wrongful act of the Receiving Party;
(iii) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of this Agreement;
(iv) has been independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information;
(v) has been approved for release by written authorization of the Disclosing Party without restriction; or
(vi) has been furnished by the Disclosing Party to a third party without a similar restriction on disclosure.
9. Data Protection
9.1 For the purposes of this clause 9 “Data Subject” means as set out in, and will be interpreted in accordance with Data Protection Legislation. For the avoidance of doubt, Data Subject includes the Candidate.
9.2 The parties acknowledge the Agent is a Data Controller in respect of the Personal Data of the Candidate and provides such Personal Data to the Client in accordance with the Data Protection Legislation for the purposes anticipated by this Agreement.
9.3 The parties acknowledge that Client is a Data Controller but the parties are not Joint Controllers (as defined within Data Protection Legislation) save where a specific agreement is made to that effect between the parties.
9.4 For the purposes of this clause 9 “Processed” and “Process” will be interpreted in accordance with Data Protection Legislation. The parties warrant to each other that any Personal Data relating to a Data Subject, whether provided by the Client, the Agent or by the Candidate, will be used, Processed and recorded by the receiving party in accordance with Data Protection Legislation.
9.5 The parties will take appropriate technical and organisational measures to adequately protect all Personal Data against accidental loss, destruction or damage, alteration or disclosure.
9.6 The Client will –
a. comply with the instruction of the Agent with regards to the transfer/sharing of data between the parties. If the Client requires Personal Data not already in its control to be provided by the Agent, the Client will set out their legal basis for the request of such data and accept that the Agent may refuse to share/transfer such Personal Data where, in the reasonable opinion of the Agent, it does not comply with its obligations in accordance with Data Protection Legislation; and
b. not cause the Agent to breach any of their obligations under the Data Protection Legislation.
9.7 In the event the Client becomes aware of an actual or any reasonably suspected Personal Data Breach, it will immediately notify the Agent and will provide the Agent with a description of the Personal Data Breach, the categories of data that was the subject of the Personal Data Breach and the identity of each Data Subject affected and any other information the Agent reasonably requests relating to the Personal Data Breach.
9.8 In the event of a Personal Data Breach, the Client will promptly (at its own expense) provide such information, assistance and cooperation and do such things as the Agent may request to –
a. investigate and defend any claim or regulatory investigation;
b. mitigate, remedy and/or rectify such breach; and
c. prevent future breaches.
and will provide the Agent with details in writing of all such steps taken.
9.10 The Client will not release or publish any filing, communication, notice, press release or report concerning any Personal Data Breach without the prior written approval of the Agent.
9.11 The Client agrees it will only Process Personal Data of the Candidate for the agreed purpose that is introduction for a Vacancy pursuant to this Agreement.
10. Discrimination
10.1 The Agent shall not unlawfully discriminate either directly or indirectly against any Candidate on the grounds of disability, age, gender, marital status, race, colour, ethnic or national origin, religion or other belief, or sexual orientation, and shall take all reasonable steps to secure the observance of the provisions contained in this clause 10 by all employees, agents and sub-contractors of the Agent.
10.2 The Agent agrees to monitor the Candidates that it introduces to the Client for the purposes of equal opportunities and, on request from the Client, the Agent will provide the Client with the monitoring data.
12. Non-exclusivity
12.1 The Agent acknowledges that this Agreement does not constitute an exclusive arrangement between the Client and the Agent and the Client does not guarantee any committed level of business.
12.2 The Client acknowledges that this Agreement does not constitute an exclusive arrangement between the Agent and the Client and the Agent does not guarantee any committed level of business.
14. Termination
14.1 This Agreement may be terminated by either party by giving to the other immediate notice if either the Agent or the Client goes into liquidation, becomes bankrupt or enters into an arrangement with creditors or has a receiver or administrator appointed or where the Agent has reasonable grounds to believe the Client will not pay the Agent’s invoice within the payment terms agreed within clause 5.
14.2 Either Party may terminate this Agreement for whatever reason at any time by giving the other 30 days’ notice in writing. Any fees payable by either party will still be payable.
14.3 Either Party may terminate this Agreement with immediate effect on written notice to the other Party if a Party:
(a) commits a material or persistent breach incapable of remedy;
(b) commits a material or persistent breach capable of remedy and fails to remedy the same within 21 days of being notified of such breach;
(c) commits a material or persistent breach of any Data Protection Legislation; (d) commits any act of discrimination; or
(e) ceases to carry on business, is declared insolvent, bankrupt or enters into suspension of payments or makes any arrangement with creditors, enters into liquidation whether compulsorily or voluntarily (except for the purpose of reconstruction or amalgamation) or has a receiver appointed over the whole or substantially the whole of its assets, or allows any execution to be levied over its goods, unless the insolvency, bankruptcy, liquidation, suspension of payments or receivership is lifted within 30 days.
14.4 Without prejudice to any rights accrued prior to termination, the obligations within 4, 7.3, 9, 14, 15, 17, 21 and 22 will remain in force beyond the cessation or other termination (howsoever arising) of this Agreement.
15. General
15.1 Any failure by the Agent to enforce at any particular time any one or more of these terms of this Agreement will not be deemed a waiver of such rights or of the right to enforce these terms subsequently.
15.2 If any provision, clause or part-clause of this Agreement is held to be invalid, void, illegal or otherwise unenforceable by any judicial body, the remaining provisions of this Agreement will remain in full force and effect to the extent permitted by law.
15.3 Any reference to legislation, statute, act or regulation will include any revisions, re-enactments or amendments that may be made from time to time.
16. Relationship with the Client
16.1 This Agreement does not intend to create a relationship of principal, partnership or joint venture and the Agent does not have any authority to negotiate or enter into any contracts on behalf of the Client.
16.2 Neither Party is entitled to assign this Agreement without the prior written consent of the other.
17. Rights of Third Parties
17.1 No provision of this Agreement will be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999.
18. Amendments and Variations
18.1 Agent reserves the right to make amendments, variations or alterations to this Agreement by giving 30 days’ notice in writing to Client. Any amendments to the charges/fees will only be applied to new future Candidates.
19. Entire Agreement
19.1 This Agreement contains the entire agreement between the Client and the Agent and unless otherwise agreed in writing by the Client, this Agreement shall prevail over any terms of business or conditions put forward by the Agent.
19.2 The Parties agree and acknowledge that this Agreement supersedes any and all previous agreements made between the Parties.
20. Notices
20.1 Any notice required to be given under this Agreement (including the delivery of any information or invoice) may be sent by e-mail to the Agent: legal@salesplayers.com
20.2 Notices will be deemed to have been given and served:
a. if delivered by hand, at the time of delivery if delivered before 5.00 pm on a business day or in any other case at 9.00 am on the next business day after the day of delivery; or
b. if sent by e-mail, at the time of dispatch, if dispatched on a business day before 5.00 p.m. or in any other case at 9.00 a.m. on the next business day after the day of dispatch, unless the transmission report indicates a faulty or incomplete transmission or, within the relevant business day, the recipient informs the sender that the e-mail message was received in an incomplete or illegible form; or
c. if sent by prepaid first class post, 48 hours from the time of posting.
21. Governing Law and Jurisdiction
21.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.
21. Governing Law and Jurisdiction
If you have further questions regarding these terms, please use the contact form on our website to get in touch.