These Main Client Terms (‘Main Terms’) together with the Client Services Agreement ('CSA') which we have sent to you comprise the basis upon which we conduct business. A copy of the CSA is available on request. The CSA and Main Terms are referred to throughout as ‘Terms of Business’ or ‘these Terms’.

We are Calobra Digital Ltd (company registration number 15860407) of First Floor 1 Des Roches Square, Witan Way, Witney, Oxon, England, OX28 4BE including, for the purposes of these Terms of Business, our branch offices and our subsidiary companies (as defined by s.1159 Companies Act 2006) or associated bodies corporate (as defined by s.256 Companies Act 2006) (throughout ‘we’, ‘us’, ‘our’ and ‘ours’). 

Note: we may publish updated versions of these Main Terms from time to time. 

 

Section 1 - definitions and meanings  

Additional Service - any additional specific service, which may be ancillary to or as part of the Services or which may relate to other business, which we provide to you following your request

Assignment - an Engagement in respect of which details have been negotiated and agreed through us or in respect of which you have kept us informed in advance of commencement, being either a Perm Placement, or a Fixed Term Apprenticeship, and references to Assignment shall include the period of a Fixed Term Apprenticeship

NOTE: an Engagement which you do not agree with us in advance is not an Assignment

Candidate - any person, whether presenting as an individual, a contractor, an interim manager, whether self-employed or otherwise, and/or a limited company through which a person is offering services, or a supplier company, in respect of whom or which, or in respect of whose skills or services, information is provided to you by us

Conduct Regulations - the Conduct of Employment Agencies and Employment Businesses Regulations 2003 

Connected Person - a person with whom we conduct business, being (a) a subsidiary company (as defined by s.1159 Companies Act 2006) or associated bodies corporate (as defined by s.256 Companies Act 2006) of yours, or (b) a business (whether corporate or unincorporated)

(i)             which is a member of, director of, or partner in, your company or business, or

(ii)            of which you are a member, or director or partner, or

(iii)          for which either you or a representative of yours is authorised by you (whether expressly or impliedly) to undertake work (other than solely in a professional capacity), or

(iv)           which has a director or shareholder in common with you

CSA - the specific document headed ‘Client Services Agreement’ which we have sent to you and which comprises part of the Terms of Business

Data Laws - the EU Regulation 2016/679 (General Data Protection Regulation) and any data protection legislation applicable from time to time in the UK and use herein of ‘Personal Data’, ‘Controller’, and ‘Data Subject’  shall have the respective meanings defined therein

End User - any third party to whom you provide information concerning a Candidate following an Introduction and for whose benefit the Candidate provides any services and any associate (as defined by s.435 Insolvency Act 1986) of that third party

Engagement - an engagement, arrangement or employment, of any description (including as defined by s.13(1)(a) of the Employment Agencies Act 1973) under an Assignment or otherwise, whether direct or indirect, express or implied, including an Offer, under which a Candidate is due to provide or provides any services for your benefit or for the benefit of, or to, an End User including, but not limited in meaning to, an engagement or employment which is temporary, fixed term or permanent in nature or through the intermediary of a limited company or by contract through a third party, the date of which shall be deemed to be the earlier of the date of an agreement to Engage or the date of commencement of any services under an Engagement, and ‘Engage’ and ‘Engaged’ shall have corresponding meaning

Expenses - any expenses you have agreed to pay

Fees - the payment due for the Services and ‘Fee’ shall have corresponding meaning

Fee Period - the longer of (a) any time after an Introduction where the Introduction was the effective cause of the Engagement, or (b) 9 months after any of

(i)             an Introduction relating to the Candidate 

(ii)            the end of negotiations relating to an Introduced Candidate 

(iii)          the last day of an Assignment of the Candidate

Fee Scales - as set out in the CSA and references to Fees are references to the Fees described therein 

Introducer - an employment agency as referred to in the Conduct Regulations

Introduction - the provision of information by us or by a Candidate, whether or not such information includes the Candidate’s name, that enables you to identify a Candidate or relating to a Candidate already identified, and ‘Introduce’ and 'Introduced' shall have corresponding meaning

Main Terms - this document comprising our current terms and conditions

Offer - an offer to engage the Candidate communicated either by you or us at your request and which is accepted by the Candidate

Party - you or us, together referred to as ‘Parties’

Payment Terms - the payment terms set out in the CSA or otherwise agreed in writing signed by a director of ours

Perm Placement - an Assignment where the Candidate is Engaged by you or an End User for regular employment, whether on a full or part time basis, not being a Temp Placement 

Apprentice Fixed Term Placement - an Assignment where the Candidate is Engaged by you or an End User for a fixed-term apprenticeship role, whether on a full or part-time basis, not being a Temp Placement.

Temp Placement - an Assignment where the Candidate is Engaged by you or an End User on a temporary basis, not being a Perm Placement

Privacy Notice - our privacy notice made pursuant to the Data Laws from time to time 

Remuneration - any payment for the services of the Candidate under an Engagement calculated in accordance with Section 3

Requirement - a request from you in any form (whether oral or otherwise) for our Services 

Services - to locate and introduce Candidates for you in accordance with your Requirements from time to time, Assignments and/or any Additional Service

Social Media - any electronic means of processing, viewing, obtaining or exchanging information or communications about persons through use of the internet or web based technologies/applications, electronic platforms or any telephonic (mobile or otherwise) messaging system

Special Terms - any Special Terms in the CSA

 

 

Section 2 - general obligations, information and introductions

2.0          We agree to use our reasonable endeavours to provide the Services. For the purpose of the Conduct Regulations we operate as an Introducer.

2.1          You agree to accept our Services and you acknowledge and agree

(a)            the Conduct Regulations and other statutory obligations require us to provide specific information to each Candidate and to other authorities in relation to any Requirement; accordingly to enable us to comply with our obligations and to help us introduce a suitable candidate you must 

(i)             upon issuing a Requirement or as soon as possible thereafter provide the information set out in the Schedule together with answers to any additional questions we may raise, and

(ii)            prior to an Engagement promptly inform us of any additional information or any change to information already provided

(b)           in order to achieve a satisfactory outcome, to check that the Candidate is suitable for your purposes and that you are satisfied with the information and confirmations we have provided to you, regardless of our statutory obligations, and you agree in particular

(i)             regardless of any references or information that we may provide, to take up your own references for the Candidate and verify the experience, training and qualifications of the Candidate or other information supplied

(ii)            to ensure that the Candidate has any necessary permit or authority to work for you and comply with asylum and immigration requirements relevant to an employer

(iii)          to explain your requirements to the Candidate promptly on commencement of the Engagement if you have not already done so

(c)            where you need authorisation or a licence to be able to engage a Candidate or allow the Candidate to work in the position you seek to fill, your request for us to seek a Candidate shall be deemed to be your confirmation that you have all necessary authorisations and licences unless you inform us otherwise, for example where you are in the process of applying for the required authorisation

(d)           to ensure that all information you provide to us is full and accurate

(e)            to keep us promptly informed of your intentions in relation to an Engagement of a Candidate throughout the Fee Period. 

2.2          We may Introduce Candidates to you regardless of any specific Requirement and for the avoidance of doubt you may Engage the Candidate for any purpose, job or role regardless of any stated initial intention. In the event that you have not already provided us with information in accordance with this Section, you agree to provide us with that information promptly.

2.3          Transparency is important to avoid duplication of effort. Accordingly, you agree to tell us promptly if you are using any Social Media, using a third party to fill positions or you are actively considering an individual introduced from another source or already known to you, for filling a Requirement. In all cases it is your sole responsibility for checking whether a Candidate has been previously introduced by another party and for keeping us informed.

2.4          If you are already, at the time we first Introduce a Candidate to you, actively considering the Candidate for Engagement such that you believe that we have no entitlement to a Fee, it is important that you notify us in writing within the notification period specified in the CSA, or, if no period is specified, within 3 working days of the earliest date upon which you are able to identify the Candidate from the information we have provided, together with clear supporting evidence of your active consideration. Please note our fees provisions in Section 4.

2.5          Wherever there is an Assignment we shall endeavour to advise you of the details as soon as possible unless, in the case of a Perm Placement, you have concluded negotiations with the Candidate direct. For the avoidance of doubt, whilst we may advise you of the details applicable to the placement of a Candidate, those details are relevant only to record rates agreed for the purposes of our Fee and your use of the Candidate but not further or otherwise.

​

Section 3 – remuneration 

3.0          Remuneration referred to in the Fee’s, for the purposes of our Perm Placement Fee, is calculated as follows:

(a)            subject to clause 3.0(b), the total proposed or projected sum (whichever is higher), payable by you or an End User for the benefit of the services of a Candidate under an Engagement for one calendar year from the earlier of the proposed or actual commencement of the service, together with the value attributable by HM Revenue & Customs, or for the avoidance of doubt, would be attributed by HM Revenue & Customs were the benefit subject to tax in the UK, of all taxable benefits provided under the Engagement, such value in respect of any motor vehicle being not less than £7,500 

(b)           calculation is on an annualised basis, so that the same payment rate or charge applicable during the period of an Engagement which is projected to be for less than a full calendar year shall be deemed to apply as if the Engagement were to continue for a full year, whether or not the Engagement continues for a full year. 

3.1          Wherever there is an Engagement for which, regardless of the circumstances, we believe (whether reasonably or otherwise) we are due a Fee, you shall within 7 days of our written request provide to us information to enable us to identify the Remuneration and other material terms of an Engagement as we may request. If you do not inform us of the relevant Remuneration within 7 days of our enquiry, or by any later date we raise an invoice, the Remuneration shall be deemed to be an amount calculated on the basis of the higher of

(a)           the rate payable by you under the last previous Assignment, or 

(b)           the highest amount or rate indicated by either you or us as payable for the services sought by you, or 

(c)           the highest amount achievable in the market place for a person of similar experience to work in the position that has been filled - such amount shall be determined by us based upon appropriate evidence.

3.2          For the avoidance of doubt in the case of an Offer that is withdrawn, Remuneration shall be calculated on the projected sum and/or value contained within the Offer. 

​

Section 4 – fees and invoicing generally

4.0          You agree to pay our Fees and any Expenses in accordance with the Payment Terms without any deduction, set off or counterclaim.

4.1          Our Fees are due and payable by you whenever you use a Candidate, an Offer is made, or we provide an Additional Service in respect of which we have agreed a Fee. For the purposes of these Terms of Business you ‘use a Candidate’ whenever there is an Engagement within the Fee Period, being where you Engage a Candidate (whether or not as an Assignment), or you introduce (by providing information or otherwise) a Candidate to an End User which enters into an Engagement of the Candidate.

4.2          Save as otherwise provided for, Fees for Engagements and Assignments and how they are calculated are set out in the Fee’s. 

4.3          In the case of an Apprentice Fixed Term Placement we will charge a single fee instead of a Fee under Fees 2 (margin only) or under Fees 1 (for Perm Placements and Engagements), and in the event of an agreed Concession the following shall apply:

(a)           it is a condition of our agreement to accept the Concession single fee that payment is made in accordance with the Payment Terms, time being of the essence 

(b)           we shall raise invoices for the agreed Fee as defined in the CSA. 

4.4          No Fee shall be chargeable for an Offer if, prior to commencement of a contract relating to the Offer, you withdraw the Offer for the reason that you have since come into possession of information which you have provided to us that the Candidate is wholly unsuitable for the position offered by you.

4.5          Fees for any Additional Service will be agreed with you and are payable on delivery of the service or at such other time as may be agreed in writing.

4.6          In the absence of your valid notification to us under clause 2.4 coupled with suitable evidence, an Engagement by you shall be deemed to have resulted from and be effectively caused by our Introduction. For the purposes of clarity you have no right to rely on, or to assert, previous knowledge of the Candidate as a reason for non-payment of any Fee save to the extent that where you have provided the notification we may accept that we were not the effective cause of the Engagement.

4.7          For the avoidance of doubt 

(a)           where we have Introduced a Candidate your decision to Engage the Candidate based on or resulting from the use of Social Media or another source shall not disentitle us to our Fee

(b)           we are entitled to a Fee for an Introduction 

(i)             regardless of any arrangement for a fee or otherwise that you may have with a third party relating to the same Candidate

(ii)            howsoever you Engage the Candidate regardless of the job description for which the Candidate may be Engaged, whether the position sought to be filled by you has changed, or the role or tasks to be performed or undertaken by the Candidate are different from those provided to us in respect of the Requirement.

4.8          An Introduction entitling us to our Fee in the event of your Engagement shall be deemed to exist notwithstanding that you, or a person at your request, may have initially introduced the Candidate to us for the provision of all or part of our Services to you.

4.9          We may issue an invoice to you 

(a)            for the relevant Fee under each Engagement upon, or as soon as is appropriate after the commencement of the Engagement, at any time after an Offer, or, as the case may be, at the Invoicing Intervals or at any times or intervals specified in these Terms or otherwise agreed 

(b)           for an Additional Service at the time agreed for the service, or in the absence of agreement, upon delivery of the service.

4.10       All Fees are subject to value added tax which shall be charged in addition and, for the purpose of calculating our Fee, Remuneration in foreign currency will be calculated at the Bank of England Sterling exchange rate applicable on the date of our invoice, or in the case of a debt otherwise due and we elect so to choose, the rate applicable on the date of actual payment. 

4.11       In the case of an Engagement where we are not informed in advance (i.e. there is no Assignment), unless otherwise stated in the CSA Fees are payable within 14 days of commencement of the Engagement, the sum due in respect of the Fee being a debt due to us whether or not we have submitted an invoice. 

4.13       Interest is due on any overdue sum calculated at the rate of 2% per month.

​

Section 5 - confidentiality and non-solicitation 

5.0          You shall keep any information comprising an Introduction confidential and not use it for any purpose other than that disclosed by you to us at the time the information was requested; in particular you shall not directly or indirectly induce nor seek to induce a Candidate that is engaged by contract to us to terminate such contract for any reason and it is agreed that should you be in breach of this provision you shall be liable to us for liquidated damages for each breach in the sum of £10,000 being estimated damages that you agree are reasonable for our loss. 

5.1          Subject to clause 5.2, no Party shall divulge to any other person, or use for its own benefit, any information capable of being confidential relating to the affairs or business or business methods of the other, or confidential information, received from the other, except that which is in the public domain or is trivial or obvious or authorised to be released or required by Court Order to be disclosed. 

5.2          You acknowledge that the information you have provided to us may be disclosed to third parties involved in the provision of the Services to you with whom we may deal, including, but not limited to, Candidates.

5.3          No Party (‘the First Party’) shall, for the duration of these Terms of Business or for a period of 12 months following the termination of an Assignment, directly or indirectly solicit or entice into their employment any person employed by the other party (‘the Second Party’) with whom the First Party has had any dealings arising from these Terms of Business, without the Second Party’s prior written consent. 

 

Section 6 - data protection 

6.0          Save where expressly agreed otherwise in writing, the capacity of each Party under this agreement shall be that of Data Controller, and each Party shall be responsible for its own compliance with the Data Laws.

6.1          The Services we provide may involve the provision by us of Personal Data including information relating to Candidates, our staff or third parties with whom we have dealings in respect of our Services; this Personal Data may include CV’s, information relating to suitability, qualifications and experience, work records and absence information, and may in some cases include sensitive Personal Data where we consider it necessary. This information is provided for the purposes of evaluating Candidate suitability, administering placements and compliance with our obligations.

6.2          You will hold any Personal Data we provide securely and confidentially and shall not use it or any part of it for any unlawful purpose, nor any purpose unrelated to the provision by us of our Services, and specifically, you shall not

(a)            provide the Personal Data to any person other than the person to whom we have submitted the Personal Data in the first place

(b)           include the Personal Data in any data or subsets of Personal Data nor use it for any marketing, advertising or other promotional purpose. 

6.3          The information you have provided to us, including Personal Data, may be disclosed to third parties involved in our Introduction of Candidates to you with whom we may deal, and to Candidates and others with whom we deal, in order to comply with regulatory obligations and to meet our practical and legitimate interest in providing a professional service.

6.4          You shall co-operate with us in the event of any request by a Data Subject to enforce any rights under the Data Laws, any complaint, or investigation by the Information Commissioner’s Office or any other regulatory body or supervisory authority. 

6.5          You warrant that

(a)            you will at all times comply with applicable Data Laws in respect of any Personal Data provided by us to you

(b)           you have appropriate technical and organisational measures within your organisation, including but not limited to measures which protect against the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data

(c)           any Personal Data you provide to us will be lawfully obtained, compliant with the Data Laws 

(d)           you have drawn the attention of any staff deployed by you to interface with us to our Privacy Notice.

6.6          The restrictions within clause 6.2 shall cease to apply to Personal Data processed in relation to a relevant Candidate following your employment of that Candidate.

​

Section 7 – liability

7.0          You shall at all times comply with all applicable laws and regulations relevant to your relationship with us or a Candidate, including but not limited to the Equality Act 2010 and the Data Laws and you agree that you shall not take any action which would cause us to be in breach of our obligations under any applicable legislation.

7.1          By reason of your agreement to clause 2.1, we shall not be liable for any loss or damage arising out of any representation, including any mistake or misrepresentation, made by us in good faith that may have induced you to accept a Candidate and/or an Assignment, or for any breach of contract, negligence or tort of the Candidate. 

7.2          Neither we nor our staff shall be liable to you for any loss, damage, delay or compensation of any kind whether in contract or tort, or for breach of the Conduct Regulations or the Data Laws by any person other than us, which may arise out of these Terms of Business or an Assignment, save to the extent that exclusion of liability is prohibited by law. 

7.3          Without prejudice to clauses 7.1 and 7.2, other than where liability cannot be limited by law, our liability shall in any event be in respect of direct losses only, and limited to the amounts as specified in the CSA, or if no such amount is specified, liability shall not exceed £500,000 and be limited in the case of 

(a)           a Perm Placement to the lower of repayment of our Fee, or £10,000 

(b)           an Apprentice Fixed Term Placement to £4,000

7.4          You shall indemnify us and keep us fully indemnified against any claims or demands from any person including costs of dealing with the same 

(a)           arising from incorrect or incomplete information provided by you to us, including a failure to provide us with any information as requested by us, or required by statute 

(b)           arising out of any breach of these Terms of Business

(c)           brought or made by you in relation to any matter under clause 7.1.

7.5          You agree to pay our costs reasonably incurred related to recovery of any Fee which is properly due from you but unpaid.

7.6          You agree that the liability terms and limits set out herein are reasonable. 

 

Section 8 - other terms

8.0          An Engagement during Fee Period (b) as defined is deemed to be as a result of the relevant Introduction regardless of any information relating to the Candidate you may have received from any third party unless you have correctly notified us in accordance with clause 2.4; accordingly, and for the avoidance of doubt, there is no implied term that an Introduction must be the effective cause of an Engagement during Fee Period (b).

8.1          Our entitlement to a Fee and payment and the clauses related thereto survive any cessation of our Services. 

8.2          Intentionally omitted.

8.3          You are solely responsible for 

(a)           paying all Candidates, and

(b)           for complying with all contractual and regulatory matters including health and safety relevant to a Candidate. 

8.4          Unless you have notified us otherwise prior to the commencement of an Assignment, you warrant that there are no circumstances relevant to the work, or any aspect of an Assignment, which may result in the Candidate suffering a detriment of any kind. 

8.5          Whilst at all times we shall act in good faith we give no guarantee or warranty that we will be able to locate any suitable Candidate, or that any Candidate we Introduce is suitable for your purposes at any time.

8.6          Where a Candidate who is not an employee of yours is required to live away from home in order to work for you, you agree to arrange suitable accommodation for the Candidate and pay the travel costs to and from that accommodation, unless we agree otherwise.

8.7          We are authorised by you to advertise in any medium we deem appropriate to source Candidates where you have issued a Requirement to us.

8.8          For the avoidance of doubt 

(a)           subject only to a variation under clause 9.9 the provisions and Fees in the CSA apply save that, where a provision conflicts with a provision in the Main Terms, the Main Terms shall prevail

(b)           an Assignment is not a variation to these Terms of Business

(c)           details which we agree should apply to an Assignment vary terms only to the extent specified relevant to that Assignment, have no additional effect and do not apply further or otherwise.

​

Section 9 - general terms

9.0          Save as otherwise specified, where times are referred to herein such times are of the essence.

9.1          Other than for third party rights specifically conferred in or under these Terms of Business, the Contracts (Rights of Third Parties) Act 1999 is excluded.

9.2          Where we notify you of an update to these Main Terms it is your responsibility to check the applicable terms.

9.3          You are not entitled to assign these Terms of Business to any other party without our express written authority to do so, but we may assign these Terms of Business upon giving notice to you, and we may assign or subcontract elements of these Terms of Business, including debt, payment or invoicing arrangements without any requirement for formal notice to you.

9.4          Any notice under these Terms of Business shall be in writing and sent to the addressee at the last known address by first class post, fax or to a default email address specified by us for the purpose. Where no default email address is specified by us you may not provide notice to us by email. Notice shall be deemed to have been received, in the case of post on the postal delivery date following the date of posting, in the case of fax on the date of transmission, and in the case of email on the date of acknowledgement of receipt. 

9.5          The definitions and meanings herein apply throughout; words importing one gender include all other genders and words importing the singular include the plural and vice versa; headings are for guidance purposes only; each portion of these Terms of Business, defined by punctuation, paragraphs, sections or numbering, is separate, distinct and severable and to give meaning to the intention herein the Court may modify any portion that may otherwise be void; subject thereto, any void portion may be severed and the remaining provisions shall continue in full force and effect.

9.6          Any reference to a statute regulation or statutory provision shall include reference to any amendment thereto and to any subordinate legislation or modification thereto at the relevant time.

9.7          No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

9.8          Save for any Special Terms these Terms of Business comprise the sole and entire agreement between the Parties relating to the business described, supersede any previous terms issued by us, and override any terms proposed by you, and you acknowledge that you have not relied on any representations made by us that are not set out in these terms. 

9.9          These Terms of Business may not be varied except 

(a)           by us in providing you with notice of an updated published version of these Main Terms, which will be deemed to apply unless you notify us in writing that you do not accept the updated version within 7 days of receipt of the notice 

(b)           by agreement (whether orally or otherwise) and confirmed in writing signed by a director of ours, or by Special Terms set out in a CSA or a variation to a CSA; any terms provided by you to us and included within any request for services shall not apply unless we expressly agree the same in writing signed by a director of ours and no other action by us shall imply acceptance by us of any such terms; no notice of termination by either party shall have any effect other than to end the provision of our services.

9.10       The laws of England and Wales govern these Terms of Business and the English Courts shall have sole jurisdiction.

 

 

 

SCHEDULE 

INFORMATION REQUIRED 

 

Information needed for a Requirement – clause 2.1

Sufficient information to enable us to seek a Candidate including 

•               the position to be filled and date for commencement

•               nature of the work and/or position required 

•               working conditions and location 

•               proposed salary, budget and/or other payment terms

•               issues relating to health and safety relevant to any Candidate 

•               minimum experience, certifications and qualifications required for a Candidate to be acceptable for the position

•               confirmation that you have all necessary licences and consents required for the proposed work

•               any other information which may be relevant to the decision of a candidate to accept the position

•               restrictions on type of candidate, in particular if you have policy relating to the engagement of company candidates