TERMS OF BUSINESS AND CONDITIONS FOR THE PLACEMENT OF EXECUTIVE STAFF

These Terms and Conditions (the "Terms") shall apply at all times and shall form the Contract (the "Contract") between HunTek Limited ("HunTek") (acting solely as an Employment Agency) and the Client (the "Client").

1. INTERPRETATION AND DEFINITIONS

In these Terms, the following expressions shall be given the following meanings:

Term Meaning
Agreed Remuneration The aggregate annual amount payable to the Candidate, including: (i) basic salary, wage, or retainer; (ii) all allowances or other payments forming part of the Candidate's taxable emoluments; and (iii) where applicable, the value of any company car (calculated at a fixed rate of £5,000 per annum).
Applicant/Candidate A person Introduced by HunTek to the Client to be considered for an Engagement.
Associated Entity Any company, corporation, firm, or other corporate or unincorporated body that is directly or indirectly associated with the Client, including, but not limited to, holding companies, subsidiaries, or entities under common ownership or control.
Engagement The employment, hire, or other use, directly or indirectly, of the Candidate under a contract of service or a contract for services (whether permanent, temporary, or otherwise, and whether communicated orally or in writing), which occurs either immediately or at any time within the twelve-month period following the date of final interview, or initial Introduction by CV, whichever is the later; and "Engage" and similar expressions shall be interpreted accordingly.
Introduction When the availability of a Candidate is communicated by HunTek to the Client (including and not limited to by post, facsimile, email, or telephone or by any other means) whether directly or indirectly to the Client including but not limited to: the presentation via CV of a Candidate to the Client by HunTek or interviewing a Candidate Introduced by HunTek by telephone or face to face whether or not that Candidate was known previously to the Client; and "Introduce" and similar expressions shall be interpreted accordingly.
Salary Is deemed to include the annual basic salary or wage or retainer paid plus any allowance or other payment made which forms part of taxable emoluments paid.
Introduction Period The period of twelve (12) months commencing from the date of Introduction
Rebate A credit note granted by HunTek to the Client, applied against future invoices raised to the Client, in accordance with Clause 8.
  1. Headings are for ease of reference only and shall not affect the interpretation of this Contract. A reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). Words importing the singular shall include the plural and vice versa, and reference to one gender shall include the other.

2. CONTRACT FORMATION AND ACCEPTANCE

2.1 These Terms shall apply to and be incorporated into the Contract and shall prevail over and supersede any inconsistent terms or conditions contained, or referred to, in the Client's own terms and conditions, or implied by law, trade custom, practice, or course of dealing.


2.2 The parties agree that these Terms shall govern every Introduction of a Candidate by HunTek to the Client or an Associated Entity of the Client from time to time.


2.3 The Client shall be deemed to have accepted and agreed to be bound by these Terms upon the earliest of the following events, whether or not the Client has signed and delivered the Terms to HunTek:

(a) A Candidate has been Introduced to the Client by HunTek; or
(b) A Curriculum Vitae or other details of a prospective Candidate has been sent to the Client by HunTek by any means; or
(c) The Client or any person on its behalf has taken steps to arrange an interview with the Candidate; or
(d) The Client or any person on its behalf has interviewed the Candidate (by any means); or
(e) The Client or any person on its behalf has offered to Engage or has Engaged a Candidate, whether directly or indirectly; or
(f) The Client or any person acting on its behalf performs an act that constitutes an Introduction.


2.4 For the avoidance of doubt, the requirement for HunTek to demonstrate that the Introduction was the effective cause of the Engagement is hereby excluded, and any implied term to that effect is expressly excluded to the greatest extent permitted by law. The Fee shall be payable based solely on the occurrence of an Engagement following an Introduction within the Introduction Period, as defined in Clause 1.

2.5 No variation or alteration to these Terms shall be valid unless the details of such variation are agreed between HunTek and the Client, are set out in writing, and are signed by authorized representatives of both parties, prior to the Client interviewing a Candidate. Otherwise, any such purported variation shall be void, and these Terms shall prevail.

3. OBLIGATIONS OF HUNTEK

3.1 HunTek shall act as an Employment Agency in accordance with applicable legislation.


3.2 HunTek cannot guarantee to find a suitable Candidate for the Client's requirements and offers no warranty regarding the suitability, skill, ability, or experience of any Candidate.

4. OBLIGATIONS AND WARRANTIES OF THE CLIENT

4.1 The Client shall provide HunTek with sufficient information in a timely manner to enable HunTek to find suitable Candidates. This information must include, but is not limited to: the experience, qualifications, and ability of the Candidate required by the Client or required by law; the date and location where work is to commence; and the full Agreed Remuneration package payable.


4.2 The Client unconditionally consents to HunTek providing information about the Client and the role to the Candidate.


4.3 The Client shall notify HunTek immediately, in writing, upon making an offer to Engage a Candidate or upon the Candidate accepting an offer (whichever occurs first). Written details of such job offer, including the full Agreed Remuneration and benefits, must be provided to HunTek prior to the commencement of the Engagement.


4.4 The Client is solely responsible for fulfilling all obligations required to satisfy itself that the Candidate has the necessary qualifications, skills, and experience to perform the required duties.


4.5 The Client is solely responsible for ensuring that all legal obligations connected to the vacancy are met, including, but not limited to:

(a) obtaining any necessary work permits or visas;
(b) satisfying any medical or health and safety requirements; and
(c) ensuring that all payments related to the Candidate’s employment, including National Insurance Contributions, Pay As You Earn (PAYE) deductions, other statutory taxes, and emoluments, are correctly processed and paid.


4.6 The Client shall immediately notify HunTek if an Applicant is Introduced to the Client by another employment agency, or via a direct approach by the Candidate himself/herself, during the Introduction Period. The Client warrants and undertakes to HunTek that it shall reject any such subsequent introduction or direct approach and shall proceed solely through HunTek in relation to any potential Engagement of the said Candidate. The Client is required to keep a clear record of all Introductions made by HunTek.


4.7 The Client undertakes to notify HunTek immediately, in writing, if the Agreed Remuneration offered to the Candidate is increased at any time within the twelve (12) month period commencing from the date of the Engagement. In such a case, the Fee payable will be recalculated based on the increased Agreed Remuneration, and the Client shall pay a revised fee in accordance with Clause 5.


4.8 If the Client fails to comply with any of its obligations set out in this Clause 4, then Clauses 7 (Payment Terms) and 9 (Liability and Exclusion) shall apply, and HunTek shall reserve the right to charge the full Fee, and the Client shall forfeit all entitlement to any Rebate or Service Guarantee.

5. FEE ENTITLEMENT AND CALCULATION

5.1 A fee calculated in accordance with this Clause (the "Fee") shall be payable by the Client to HunTek in respect of the Engagement of a Candidate. The Fee shall be payable upon the Candidate accepting the offer of Engagement or commencing the Engagement, whichever event occurs first.

5.2 The Fee payable will be calculated as a percentage of the Agreed Remuneration, in accordance with the scale set out in the table below:

Agreed Remuneration Range (GBP) Placement Fee Percentage
£0 – £19,999 15% of Agreed Remuneration
£20,000 – £49,999 20% of Agreed Remuneration
£50,000 – £74,999 25% of Agreed Remuneration
£75,000 and above 30% of Agreed Remuneration

All placements are subject to a minimum Fee of £3,500.

5.3 Value Added Tax (VAT) shall be payable on the Fee at the prevailing rate applicable at the time of invoicing.

5.4 If the Agreed Remuneration paid to the successful Candidate is lower than the Candidate's previous salary, HunTek reserves the absolute right to charge a Fee calculated based on the Candidate’s previous salary.

5.5 If the Client fails to provide sufficient documentation to determine the Agreed Remuneration being paid, an automatic Fee will be charged, calculated based on the Candidate's previous salary plus twenty-five percent (25%). In this specific instance, the Client shall have no entitlement whatsoever to the Rebate or Service Guarantee under Clause 8.

5.6 If the Client Engages an individual who is currently employed by HunTek Limited, or who was employed by HunTek Limited within six (6) months of their last day of employment, the Client shall be charged a flat Fee of £10,000.00 plus VAT.

6. NON-CIRCUMVENTION FEE TRIGGERS

6.1 Introduction to Associated Entities or Third Parties: All Introductions are confidential. The Client undertakes that if it directly or indirectly Introduces the Candidate to any Associated Entity or to any third party within the Introduction Period, the Fee shall immediately become payable by the Client to HunTek, calculated in accordance with Clause 5, as though the Client had itself Engaged the Candidate.

6.2 Engagement during Introduction Period: If a Candidate who has been Introduced to the Client by HunTek is subsequently Introduced to the Client by another recruitment agency, a third party, or via a direct approach by the Candidate, and the Client subsequently Engages the Candidate within the Introduction Period, the Client remains liable to pay the Fee in accordance with Clause 5.

7. PAYMENT TERMS AND DEFAULT

7.1 The Client must pay all invoices within thirty (30) calendar days of the date of the invoice (the "Due Date").

7.2 Where a discounted or negotiated Fee has been agreed in writing between HunTek and the Client, that discounted Fee must be paid within ten (10) calendar days of the receipt of the invoice, or within any other specific period agreed in writing by HunTek.

7.3 If payment of a discounted or negotiated Fee has not been received by HunTek within the stipulated time under Clause 7.2, the discounted or negotiated Fee shall immediately cease to apply. HunTek shall then be at liberty to recalculate the Fee due by the Client in accordance with the full scale set out in Clause 5, and the Client shall be liable for this revised, higher Fee.

7.4 The Agency reserves the right to charge statutory interest on any invoiced amounts unpaid by the Due Date, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

8. SERVICE GUARANTEE – REBATE MECHANISM

8.1 Condition Precedent to Rebate Entitlement: It is an absolute and non-negotiable condition precedent (CP) to any entitlement to a Rebate, refund, replacement, discount guarantee, or any other post-Engagement benefit that the relevant invoice relating to the Fee is paid by the Client to HunTek strictly within the credit terms stipulated in Clause 7. If the CP is not met, no Rebate shall apply.

8.2 No Right of Set-Off: Irrespective of any claimed right to a Rebate, the Client's obligation to pay all invoices within their credit terms remains absolute. The Client shall have no right to deduct, set off, or withhold any amount, whether proven or claimed, against the invoiced Fee.

8.3 Rebate Entitlement: HunTek does not recognize trial periods. Should a Candidate leave their Engagement for any reason, other than redundancy or internal restructuring, within seventeen (17) weeks of commencing work, the Client may, subject to Clauses 4 (Obligations) and 7 (Payment Terms), be entitled to a Rebate as detailed below:

Duration of Engagement (Not Exceeding) Rebate Percentage
4 Weeks 80%
8 Weeks 60%
12 Weeks 40%
17 Weeks 20%

8.4 The Rebate shall not be given against Fees charged under: (i) Clause 5.5 (undetermined remuneration); (ii) Fees arising due to a failure by the Client to meet its obligations under Clause 4 (Obligations of the Client); or (iii) in respect of any discounted or negotiated fees.

8.5 Rebate Notification: A Rebate will only be payable if notification in writing from the Client, detailing when and why the Candidate has left their Engagement, is received by HunTek within ten (10) calendar days of the Candidate leaving the Engagement. HunTek retains absolute discretion in determining whether such notification is sufficient for the purposes of this condition.

8.6 Rebate Type: Any Rebate paid by HunTek shall be issued as a credit note and applied solely against future invoices raised to the Client. All credit notes are valid for 12 months.

8.7 Re-employment: If a Candidate leaves and is re-Engaged by the Client within a six (6) month period, the period of Engagement shall be considered continuous for the purpose of calculating the Rebate entitlement under this Clause 8.

9. LIABILITY AND EXCLUSION

9.1 HunTek shall not be liable to the Client for the following, arising out of or in or connection with this Contract or in relation to the Engagement or use of the Applicant howsoever arising:

9.1.1 loss of profits; or
9.1.2 loss of business; or
9.1.3 depletion of goodwill and/or similar losses; or
9.1.4 loss of anticipated savings; or
9.1.5 loss of goods; or
9.1.6 loss of contract; or
9.1.7 loss of use; or
9.1.8 loss or corruption of data or information; or
9.1.9 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.


9.2 Nothing herein shall have effect of excluding or restricting liability for death or personal injury resulting from the negligence of HunTek.

10. INDEMNITY

10.1 The Client shall indemnify and keep indemnified HunTek against all liabilities, costs, expenses, damages and losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by HunTek arising from:

10.1.1 any Engagement; or
10.1.2 any breach by the Client of this Contract; or
10.1.3 any breach of the Client and any associated companies or persons for failure to abide by all applicable statutory provisions.

11. DATA PROTECTION AND CONFIDENTIALITY

11.1 Data Controller Status: Both HunTek and the Client acknowledge that, in respect of the Candidate Personal Data shared under this Contract, both parties act as Independent Data Controllers for the purposes of the UK GDPR and the Data Protection Act 2018 (DPA 2018).


11.2 Compliance: Each party warrants that it shall process Candidate Personal Data in full compliance with all applicable data protection legislation, including the UK GDPR and the DPA 2018.


11.3 Mutual Assistance: Both parties shall provide reasonable and timely mutual assistance to one another in relation to:

(a) responding to any request from a data subject seeking to exercise their rights under the UK GDPR (such as Subject Access Requests or requests for rectification or erasure); and
(b) notifying the other party immediately upon becoming aware of any actual or suspected personal data breach and cooperating in the investigation and remediation of such breach.


11.4 Confidentiality of Introductions: All Introductions, Candidate details, and information concerning the Client’s requirements are confidential and shall not be disclosed to any third party (other than to the extent necessary to process the Engagement) without the express prior written consent of the disclosing party.

12. GENERAL PROVISIONS

12.1 Governing Law and Jurisdiction: This Contract shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree to submit to the exclusive jurisdiction of the English and Welsh Courts in respect of any dispute arising regarding the construction and application of these Terms.


12.2 Assignment: This Contract may not be assigned by the Client without the prior written consent of HunTek.


12.3 Call Recording and Monitoring: The Client acknowledges that all telephone calls made to and from the offices of HunTek may be recorded and retained for quality monitoring, staff training, and regulatory compliance purposes.


12.4 Severability: If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force. If any invalid, unenforceable, or illegal provision would be valid, enforceable, or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable, and legal.


12.5 Third Party Rights: This Contract is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, anyone else, save for Associated Entities as specifically provided for herein. The operation of the Contracts (Rights of Third Parties) Act 1999 is expressly excluded.


12.6 Force Majeure: HunTek will not be liable to the Client for any liability, failure, or delay of its obligations under this Contract where this arises from matters outside of its reasonable control.