1. Definitions

“Grey Matter”
means Grey Matter Recruitment Ltd, Company Number 08829859. Grey Matter operates as an Employment Agency in relation to the Introduction of Permanent Candidates, Fixed Term Contract Workers and Freelancers

“Client”
means any individual, partnership, body corporate or unincorporated entity together with any subsidiary or associated company as defined by the Companies Act 1985 to whom the Candidate is Introduced by Grey Matter

“Candidate”
means the person or company Introduced by Grey Matter to the Client

“Permanent Candidate”
means a Candidate Engaged by the Client on a permanent basis who is paid by the Client

“Fixed Term Contract Worker”
means a Candidate (whether operating through a limited company or not) who is Introduced by Grey Matter and Engaged by the Client on a fixed term contract basis and who is paid by the Client

“Contract”
means the agreement between Grey Matter and the Client for an Introduction or an Engagement incorporating these terms and conditions

“Actual Remuneration”
means the total remuneration paid or agreed to be paid to a Candidate in respect of the first year of the Engagement which (so far as applicable) shall include the total gross amount of the following: basic salary, guaranteed profit share or bonus, housing and living allowances, relocation expenses, car allowance, one-off payments and the sum of £5,000 in respect of any car provided to the Candidate by the Client

“Fee or Fees”
means the payment due to Grey Matter as set out in clause 4

“Interview”
means any discussion between a Candidate and the Client regarding the potential Engagement of a Candidate by the Client whether by meeting, telephone, email or online voice call/video conference

“Introduction or Introduce”
means the passing to the Client of a curriculum vitae or information which identifies the Candidate; and which leads to an Engagement of that Candidate

“Engage, Engaged, Engages or Engagement”
means the employment of a Candidate by the Client in any capacity whatsoever including on a permanent basis, on a fixed term contract basis or as a Freelancer via the provision of services as an independent contractor under a contract for services

2. The Contract

2.1. The Client is deemed to have accepted these terms from the time Grey Matter Introduces the Candidate, the time a Client Interviews or Engages a Candidate, or from time of the date of signature of this contract (whichever event occurs first) unless and until terminated in accordance with 2.6 and 2.8.
2.2. These terms contain the entire agreement between the parties and unless otherwise agreed in writing by a Director of Grey Matter, these terms prevail over any terms of business or purchase conditions put forward by the Client, or previously agreed terms of business.
2.3. The headings in these terms are inserted for convenience only and shall not affect its construction.
2.4. References in these terms to a statute include any modification, amendment or re-enactment of that statute.
2.5. These terms shall govern any Introduction by Grey Matter including any future Introductions unless Grey Matter specifies otherwise in writing.
2.6. Either party may terminate this Contract at any time by giving 30 days written notice to the other to expire at any time.
2.7. This Contract shall be subject to the laws of England and the courts of England and Wales shall have exclusive jurisdiction.
2.8. Agreeing this contract allows Grey Matter to use the Client’s logo in Grey Matter marketing material.
2.9. In the event of the Client becoming bankrupt or going into liquidation, suspending payment or making any agreement with its creditors, Grey Matter shall be entitled to terminate this Contract immediately without prejudice to its right to recover outstanding Fees for all Candidates already Introduced.

3. Notification

3.1. The Client agrees to notify Grey Matter immediately of any offer of an Engagement which it makes to the Candidate.
3.2. The Client agrees to notify Grey Matter immediately that its offer of an Engagement to the Candidate has been accepted and to provide details of the Actual Remuneration.

4. Fee Structure

4.1. If a Permanent Candidate is Engaged, the Client will pay Fees based on the Actual Remuneration plus VAT at the applicable rate.

5. Fee Payment

5.1. All invoices shall be liable to VAT at the prevailing rate and are due for payment within 14 days of the date of invoice.
5.2. Unless otherwise agreed by Grey Matter, the invoice is calculated and payable in pounds sterling.
5.3. For Permanent Candidates and Fixed Term Contract Workers, the date of invoice will be the date the Candidate formally accepts the job offer presented to them by the Client.
5.4. For Freelancers, invoices will be submitted monthly in arrears.
5.5. If during an Engagement or within a period of twelve months after the Engagement termination date, the Client makes an offer of permanent employment to the Fixed Term Contract Worker and/or Freelancer, the Client will be liable to pay a Fee to Grey Matter, a Fee as specified by Grey Matter at that time. This shall apply to any associated company or group of companies of the Client.
5.6. The Fees shall be payable where an Engagement takes place at any time within 12 months from the date of the Introduction of the Candidate to the Client by Grey Matter. Should the Candidate be Introduced to the Client on more than one occasion, the Fees shall be payable where the Engagement takes place within 12 months of the last such Introduction.
5.7. If a Candidate Introduced by Grey Matter is rejected by the Client at any stage, or a Candidate rejects an offer made by the Client and is subsequently employed by the Client in any capacity whatsoever within 12 months of rejection, including where a Candidate is re-Introduced from another source, the Client shall be liable to pay the full Fee.
5.8. If the Client Introduces a Candidate to a third party (another individual, firm, company or other organisation) or an associated company, and the Candidate is Engaged by the third party, the Client shall be liable to inform Grey Matter and shall be liable to pay the full Fee.
5.9. In the event that any employee of Grey Matter with whom the Client has had personal dealings accepts an Engagement with the Client within 3 months of leaving Grey Matter’s employment, the Client shall be liable to pay a Fee to Grey Matter of £50,000.
5.10. Grey Matter reserves the right to charge interest on Fees not paid by the due date at a rate of 2.5% for each period of 30 days or part thereof that the Fees are outstanding, under the Late Payment of Commercial Debts (Interest) Act 1998. Where interest is charged it shall accrue from the invoice date.

6. Refund Guarantee

6.1. In the event of a Permanent Candidate leaving the Client’s service within 12 weeks (84 calendar days) of start date, will Introduce replacement Candidate(s) at no additional Fee in excess of that agreed and paid.
6.2. If no suitable replacement can be found within one month, the Client will be entitled to a refund calculated as below:
• 100% if the Permanent Candidate left between 1 and 28 calendar days of start date
• 50% if the Permanent Candidate left between 29 and 56 calendar days of start date
• 25% if the Permanent Candidate left between 57 and 84 calendar days of start date
6.3. Grey Matter shall only be liable to make the refund set out in clause 7.2 where the Client has paid all invoices in accordance with their terms and where the Client has notified Grey Matter in writing within 5 calendar days of the Permanent Candidate leaving the Client’s employment.
6.4 No refund of the recruitment Fee or replacement will be made if the Client terminates the Candidate’s contract without reasonable cause, or if the termination is due to redundancy.

7. Suitability

7.1 Grey Matter will endeavour to ensure the suitability of any Candidate Introduced to the Client by obtaining confirmation of the Candidate’s identity, that the Candidate has the experience that the Client considers necessary and that the Candidate is willing to work in the position which the Client seeks to fill. Grey Matter shall also be responsible for ensuring that the Candidate is entitled to work in the UK.
7.2 Grey Matter will use reasonable endeavours to ensure the suitability of the applicant but it does not take up references nor seek independent verification of the information supplied by a Candidate. No warranty either express or implied is given by Grey Matter as to the accuracy of any references supplied or qualifications of the Candidate.
7.3 All information given by Grey Matter about a Candidate is given in good faith and in reliance of information given to Grey Matter by the Candidate. It shall be the responsibility of the Client to take such steps as are necessary to satisfy itself of the suitability of the Candidate and to verify the accuracy of the information supplied by or any statement made by the Candidate. The Client is strongly advised to take up any references provided by the Candidate before Engagement.
7.4 The Client shall be responsible for obtaining all work, security and other permits, verifying professional and academic qualifications, the arrangement of medical examinations and/or investigations into the medical history of the Candidate, and satisfying any medical and other requirements or qualifications required by law for the position, which the Candidate is sought.
7.5 The Client is ultimately responsible for determining the suitability of a Candidate and it is for the Client to decide whether or not to offer the Candidate employment.

8. Exclusion of Liability

8.1 Whilst Grey Matter will take reasonable care and skill when selecting Candidates for the Client it gives no warranty (express or implied) that the Candidate will prove fit for the Client’s purposes and under no circumstances whatsoever will Grey Matter be liable to the Client for any loss, damage, cost or expense consequential or otherwise suffered by the Client as a result of any acts or omissions of a Candidate.
8.2 Grey Matter has no control over the Candidate or the manner in which the Candidate undertakes his/her duties for the Client. Accordingly, Grey Matter shall not be liable to the Client for any loss, damage, cost (including legal costs) or expense incurred by the Client or arising otherwise in connection with any act, omission or neglect by a Candidate in the execution of the Candidate’s duties for the Client.
8.3 The Client acknowledges that, from the commencement of a Candidate’s Engagement Grey Matter has no control over what a Candidate does, and therefore agrees to indemnify Grey Matter for any loss, damage, cost or expense incurred as a result of any claims made against Grey Matter by a third party as a result of any act, omission or neglect by the Candidate.
8.4 Grey Matter will advise the Candidate of his/her obligations concerning the disclosure of confidential information relating to the Client or its business but the Client shall be responsible for procuring the signature by any Candidate of any agreement relating to the use or disclosure of such information as the Client may require.

9. Availability of Candidates

9.1 Grey Matter will use all reasonable efforts to ensure that a particular Candidate is available to undertake an Engagement, but cannot offer any guarantees in this respect. In the event that a Candidate becomes unavailable during the course of an Engagement for any reason, Grey Matter will take all reasonable steps to find a suitable replacement, but shall not be obliged to do so.

10. Client’s Responsibility to the Candidate

10.1 Where the Client Engages a Candidate, that Candidate will be under the direct supervision and control of the Client from commencement of the Engagement.
10.2 The Client warrants that it will comply with all statutes, regulations (including inter alia the Working Time Regulations Act 1998), by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in respect of the Client’s own staff including in particular the provision of adequate employers and public liability insurance cover for the Candidate during the period of the Candidate’s Engagement.