Terms and Conditions effective from 08/08/2016

TERMS AND CONDITIONS FOR THE INTRODUCTION OF PERMANENT STAFF

PARTIES

(1)  Gemini People Limited registered company no.7568013, of 60 Grosvenor Street, London W1K 3HZ, together with any subsidiary or associated person, firm or corporate body (as the case may be), (“GP”);

(2)  “The Client” means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to which the Applicant is Introduced by GP.

 

1. DEFINITIONS

“Applicant” means the person Introduced by GP to the Client for an Engagement including any officer, employee or other representative of the Applicant, if the Applicant is a corporate body, and members of GP’s own staff;

“Cancellation Fee” means the fee payable by the Client to GP when the Client withdraws an offer of Engagement made to the Applicant before or after the Applicant has accepted the offer and which is either £2,000 or 50% of the applicable Introduction Fee reflected in the table detailed in clause 4.4, whichever is greater.

“Engagement” means the engagement (including the Applicant’s acceptance of the Client’s offer), employment or use of the Applicant by the Client or by any third party to whom the Applicant is introduced by the Client on a permanent or temporary basis, whether under a contract of service or for services, or under any agency, licence, franchise or partnership agreement or any other engagement; or through a limited company of which the Applicant is an officer, employee or other representative; and Engage Engages and Engaged shall be construed accordingly;

“Introduction”  means either the passing to the Client, including a submission through the Client’s own recruitment portal, of any information, including but not limited to, a CV, which identifies the Applicant by name or by implication or the Client’s interview of the Applicant (whether in person, by telephone or by any other means) following the Client’s instruction to GP to search for an Applicant and in either case which leads to an Engagement of the Applicant; and Introduce[s] and Introduced shall be construed accordingly;

“Remuneration”  means gross base salary, benefits, commission, bonuses, overseas premiums, living/accommodation and other allowances, profit share, ‘sign on’ fees and any other financial emoluments both taxable and where applicable) non-taxable that are offered to, payable to or receivable by the Applicant for services to or on behalf of the Client or any third party.  The provision of a car is valued at a notional amount of £5,000.

“Retained Search”  means a search carried out by GP for the Client for a suitable Applicant whereby GP’s fee is payable in three instalments as detailed in the Introduction Fee Table;

 

2. THE CONTRACT

2.1  All and any business undertaken by GP for the Introduction of an Applicant to be directly engaged or employed by the Client is transacted subject to the terms hereinafter set out (“the Terms”);

2.2  The Terms and are deemed to be accepted by the Client by virtue of an Introduction or the Engagement of an Applicant, or the passing by the Client of any information about an Applicant to any third party following an Introduction and shall be incorporated or implied into any agreement between GP and the Client;

2.3   In the event of a conflict between these Terms and any other terms and conditions, the former shall prevail unless otherwise agreed in writing by GP;

2.4  Where an Introduction has taken place the Introduction Fee, as detailed in Introduction Fee table, shall be charged whether or not the Client knew of the Applicant prior to the Introduction;

2.5  Any amendment to these Terms must be in writing and signed by an authorised representative of GP;

2.6  If any provision, clause, or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable to any extent by any competent authority such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws;

2.7  GP is acting in its capacity as an employment agency as defined in section 13(2) of the Employment Agencies Act 1973.

 

3. THE ROLE SPECIFICATION

3.1  When specifying the requirements for a particular role the Client shall provide GP with the following details: 

3.1.1  the type of work that the Applicant would be required to do; 

3.1.2  the location and hours of work and the date the Client requires the Applicant to commence the Engagement; 

3.1.3  the experience, training, qualifications and any authorisation which the Client considers necessary or which the Applicant is required by law or any professional to possess in order to work in the position; 

3.1.4  any risks to health or safety known to the Client and the steps taken to prevent or control such risks;

3.1.5  whether the Engagement is for an indefinite period or a fixed term;

3.1.6  the minimum rate of Remuneration, expenses and any other benefits that would be offered and the intervals of payment; and

3.1.7  the length of notice that the Applicant would be entitled to give and receive to terminate their employment with the Client.

3.2  GP endeavours to ensure the suitability of Applicants Introduced to the Client to work in the position which the Client seeks to fill by taking reasonably practicable steps to ensure it would not detrimental to the interests of either for the Applicant to be engaged in the role by the Client, that both the Applicant and the Client are aware of any requirements imposed by law or by any professional body, that the Applicant is willing to work in the position and that the Applicant meets the requirements detailed in clause 3.1.3;

3.3  Notwithstanding clause 3.2 the Client shall be obliged to satisfy itself as to the suitability of the Applicant for the position they are seeking to fill.  The Client is responsible for:

3.3.1  taking up any references provided by the Applicant before Engaging the Applicant;

3.3.2  checking the Applicant’s right to work and obtaining permission to work in the UK or such other country in which the Applicant is Engaged to work;

3.3.3 the arrangement of medical examinations and/or investigations into the medical history of the Applicant; and

3.3.4  satisfying any medical and other requirements, qualifications or permission required for the Applicant to work in the Engagement.

  

4. GP NOTIFICATION AND FEES

4.1  All fees are expressed and calculated as a percentage of the Applicant’s first year’s anticipated (including guaranteed elements) gross Remuneration.

4.2  A fee shall become payable by the Client if the Client Engages the Applicant within the period of 12 calendar months from the date of the Introduction, the Client’s withdrawal of the offer of an Engagement or the Applicant’s rejection of an offer of Engagement (whichever is later) (“the Introduction Fee”).

4.3  The Client shall notify GP immediately i) of the terms of any offer of an Engagement it makes to the Applicant, ii) that its offer has been accepted, iii) provide details to GP of the Remuneration agreed with the Applicant together with any evidence as requested by GP and iv) pay the Introduction Fee by the due date for payment as set out in clause 5. 

4.4  The Introduction Fee payable is the amount reflected in the Introduction Fee table below:

 

  CONTINGENCY FEE

GROSS
REMUNERATION TO
£29,999

GROSS REMUNERATION £30,000 - £69,999

GROSS REMUNERATION £70,000 UPWARDS

20%

25%

30%

 

The fee is calculated against the Remuneration applicable during the first 12 months of the Engagement. VAT will be charged on the fee if applicable.

4.5  If the Engagement is for a fixed term of less than 12 months, the Introduction Fee will be prorated, but in any event a minimum fee will apply for the equivalent of a fixed term of 6 months or the sum of £2000 whichever is the greater. If the Engagement is extended beyond the initial fixed term the Client shall be liable to pay a further fee based on the additional Remuneration applicable for the period of Engagement following the initial fixed term.

4.6  Where the amount of the actual Remuneration is not known GP will charge a fee calculated in accordance with the Introduction Fee table in clause 4.4 on the minimum level of remuneration applicable for the position in which the Applicant has been Engaged, with regard to any information supplied to GP by the Client and/or comparable positions in the market generally.

4.7  Where the Client has agreed to a Retained Search the fee structure as detailed in Schedule 1 to these Terms will be payable as follows (unless otherwise agreed by GP in writing):

4.7.1  a Retainer Fee is payable immediately upon commencement of the search assignment and is non-refundable;

4.7.2  a Shortlist Fee is payable upon presentation to the Client of a minimum of 3 Applicants who in the reasonable opinion of GP meet the agreed role specification and is non-refundable; and

4.7.3  a Completion Fee, which is the balance of the total fee, becomes payable on the day the Applicant commences employment with the Client.

4.8 Where the Client has agreed a Retained Search and such Retained Search is cancelled or the Client has been inactive for a period of 8 weeks or more after payment of either the Retainer Fee or the Shortlist Fee then in addition to the Retainer Fee and the Shortlist Fee (if submitted), the Client shall pay a Cancellation Fee plus all agreed advertising costs and travel expenses incurred.  VAT will be charged on the fee if applicable. 

4.9  If GP agrees an advertising service with the Client all advertising costs agreed prior to any advertising service being provided under these Terms, including costs for advertisements placed on on-line job boards, will be charged to the Client as incurred, and the Client will pay the agreed artwork or creative concepts costs incurred by GP. An advertisement may only be cancelled on sufficient notice as determined by GP to enable GP to withdraw the advertisement.

 

5. PAYMENT TERMS

All fees due under these Terms shall be paid by the Client within 14 days of the date of invoice. GP reserves the right to charge interest 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.  In the event of an Engaged Applicant leaving employment within 8 weeks of commencing the Engagement a free replacement or pro-rata rebate in accordance with clause 6 can only be provided if invoices have been paid in accordance with this clause 5.

 

6. REBATES

6.1   If, after an offer has been made and accepted, the Engagement a) does not commence or b) is terminated before the expiry of 8 weeks (except in circumstances where the Applicant is made redundant) from the date of commencement of the Engagement and provided the Client:

i)         gives 7 days’ written notice of the non-commencement or termination of the Engagement; and

ii)       pays GP’s invoice in accordance with clause 5.

GP will endeavour to provide a free replacement at no additional cost to the Client.

6.2  If a replacement Applicant is not found then, subject to the provisions of clause 6.1 i) and ii), GP shall refund the fee paid under Clause 4 in the same proportion as the period not worked is less than 8 weeks (calculated to the nearest full week at a rate of 12.5% of the introduction fee for each week not worked).   In the case of Retained Searches, a rebate shall be calculated against the Completion Fee only.  Time lost through absences or holiday will be considered as time worked for the purposes of calculating any rebate that may be due.

6.3 If subsequent to the Client receiving a refund the Applicant is re-Engaged within a period of 12 calendar months from the date of termination then the rebate shall be repaid to the Agency.  The Client shall not be entitled to any further rebates in relation to the re-Engagement of this Applicant.

6.4   No replacement Applicant shall be found nor rebate due in respect of any Engagement of the Applicant by the Client which takes place within 12 months of the Introduction and which does not comply with the provisions of clause 4.3.

 

7. SET OFF

The Client agrees that arrangements in relation to each Applicant and each Retained Search represent individual contracts and that the client shall have no right of set off or counter claim between individual assignments.

 

8. INTRODUCTIONS TO THIRD PARTIES

Introductions of Applicants are confidential.  If the Client discloses an Applicant’s details to a third party that will be deemed to be a “Third Party Introduction”.  If that Third Party Introduction results in an Engagement of the Applicant by the third party within 12 months of GP’s Introduction of the Applicant to the Client, then the Client will be liable to GP for payment of an Introduction Fee calculated in accordance the provisions of clause 4.  Neither the Client nor the third party shall be entitled to a refund of the Introduction Fee under clause 4 in any circumstances. 

 

9. LIABILITY

GP shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) including loss of profits, loss of business and loss of use which may be suffered or incurred by the Client arising from or in any way connected with GP seeking an Applicant for the Client or from the failure of GP to Introduce any Applicant or in any way connected with the Client’s Engagement of an Applicant.  For the avoidance of doubt, GP does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude by law.

 

10. CONFIDENTIALITY AND DATA PROTECTION

All information relating to an Applicant is confidential and subject to the Data Protection Act 1998 (“DPA”) and is provided solely for the purpose of providing work-finding services to the Client.  Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the DPA in receiving and processing any personal data provided by GP under these Terms at all times.  In addition, information relating to GP’s business, which is capable of being confidential, must be kept confidential and not divulged to any third party, except information, which is in the public domain.

 

11. NOTICES

All notices which are required under these Terms must be in writing and delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be service or any other address that the party has notified the other party in writing or by email.  Any such notice shall be deemed to have been served as follows:  if by hand when delivered, if by first class post 48 hours after posting and if by email when the email is sent.

 

12. ANTI CORRUPTION, BRIBERY, SLAVERY AND HUMAN TRAFFICKING

Both Parties shall comply with the applicable laws, regulations, codes and sanctions relating to anti bribery, anti-corruption and anti-slavery and human trafficking including but not limited to the Bribery Act 2010 and the Modern Slavery Act 2015. Failure to comply will result in immediate termination of the Services.

 

13. GOVERNING LAW

These Terms are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.

 

SCHEDULE 1

RETAINED SEARCHES

 INTRODUCTION FEE TABLE FOR RETAINED SEARCHES

 

STAGE

GROSS REMUNERATION TO £29,999

GROSS REMUNERATION £30,000 - £69,999

GROSS REMUNERATION £70,000 UPWARDS

RETAINER

6%

8%

10%

SHORTLIST

6%

8%

10%

COMPLETION

8%

9%

10%

 

TERMS AND CONDITIONS FOR THE PROVISION OF TEMPORARY WORKERS

PARTIES

(1)  Gemini People Limited registered company no. 7568013, of 60 Grosvenor Street, London W1K 3HZ, together with any subsidiary or associated person, firm or corporate body (as the case may be), (“GP”);

(2)   “The Client” means the person, firm or corporate body together with any subsidiary or associated person, firm or corporate body (as the case may be) to which the Temporary Worker is Introduced by GP.

 

1. DEFINITIONS

“AWR”  means the Temporary Workers Regulations 2010;

“Assignment”  means the period during which the Temporary worker is supplied to provide Services to the Client;

“Calendar Week” means any period of seven days starting with the same day as the first day of the First Assignment;

“Engagement”  means the engagement (including the Temporary Worker’s acceptance of the Client’s offer), employment or use of the Temporary Worker by the Client or by any third party to whom the Temporary Worker is introduced by the Client on a permanent or temporary basis, whether under a contract of service or for services, or under any agency, licence, franchise or partnership agreement or any other engagement; or through a limited company of which the Temporary Worker is an officer, employee or other representative; and Engage Engages and Engaged shall be construed accordingly;

“Introduction” means either the passing to the Client, including through the Client’s own recruitment portal, of any information, including but not limited to, a CV, which identifies the Temporary Worker by name or by implication or the Client’s interview of the Temporary Worker (whether in person, by telephone or by any other means) following the Client’s instruction to GP to search for a Temporary Worker and in either case which leads to an Engagement of the Temporary Worker; and Introduce[s] and Introduced shall be construed accordingly;

“Losses” means all losses, liabilities, damages, costs, expenses whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, business or goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings,

“Qualifying Period” means 12 continuous Calendar Weeks during the whole or part of which the Temporary Worker is supplied by one or more Temporary Work Agencies to the relevant Client to work temporarily for and under the supervision and direction of the relevant Client in the same role, and as further defined in Schedule 1 to these Terms;

“Pay” means conditions relating to:  basic gross pay; bonus attributable to individual performance; emoluments referable to the Assignment, the duration of working time; night work; rest periods; rest breaks; and annual leave ordinarily included in the contracts of employees or workers (as appropriate) of the Client whether by collective agreement or otherwise and including (for the avoidance of doubt and without limitation) such terms and conditions that have become contractual by virtue of custom and practice, including copies of all relevant documentation;

“Relevant Period” means the period of either 14 weeks from the first day of the Assignment (or the first Assignment where there has been a break of six weeks or less between one or more Assignments) or 8 weeks from the day the Agency Worker was last supplied on Assignment, whichever ends later;

“Remuneration”  means gross base salary, benefits, commission, bonuses, overseas premiums, living/accommodation and other allowances, profit share, ‘sign on’ fees and any other financial emoluments both taxable and where applicable) non-taxable that are offered to, payable to or receivable by the Temporary Worker for services to or on behalf of the Client or any third party.  The provision of a car is valued at a notional amount of £5,000.

“Services”  means the work to be performed by the Temporary Worker pursuant to these Terms together with any applicable Assignment Details;

“Temporary” means the individual or free-lance worker who is Introduced

“Worker” by GP to provide Services to the Client;

“Working”  terms and conditions relating to the duration of working time and annual leave ordinarily included in the contracts of employees and workers of the Client

“WTR” means the Working Time Regulations 1998;

 

2. THE CONTRACT

2.1  All and any business undertaken by GP for the supply of Temporary Workers to the Client is transacted subject to the terms hereinafter set out (“the Terms”);

2.2  The Terms and are deemed to be accepted by the Client by virtue of an Introduction or the Engagement of a Temporary worker, or the passing by the Client of any information about a Temporary Worker to any third party following an Introduction and shall be incorporated or implied into any agreement between GP and the Client; 

2.3  In the event of a conflict between these Terms and any other terms and conditions, the former shall prevail unless otherwise agreed in writing by GP; 

2.4  Where an Introduction has taken place the Introduction Fee, as detailed in Introduction Fee table, shall be charged whether or not the Client knew of the Temporary Worker prior to the Introduction;

2.5  Any amendment to these Terms must be in writing and signed by an authorised representative of GP;

2.6   If any provision, clause, or part-clause of these Terms is held to be invalid, void, illegal or otherwise unenforceable to any extent by any competent authority such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by applicable laws;

2.7  GP is acting in its capacity as an employment business as defined in section 13(2) of the Employment Agencies Act 1973.

 

3. ASSIGNMENT DETAILS PROVIDED BY THE CLIENT

3.1  To enable GP to comply with its obligations under the Conduct Regulations the Client shall provide to GP with details of the position which the Client seeks to fill, including:  

3.1.1  the type of work the Temporary Worker will be required to do; 

3.1.2 the location and hours of work; 

3.1.3 the date the Client requires the Temporary Worker to start the Assignment and its duration or likely duration.

3.1.4  the experience, training, qualifications and any authorisation the Client considers necessary or which are required by law or any professional body for the Temporary Worker to possess in order to work in the position; 

3.1.5  any risks to health or safety known to the Client and the steps taken to prevent or control such risks;

Together referred to as the Assignment Details.

3.2  When assessing the suitability of the Temporary worker GP shall place reliance on the Assignment Details provided by the Client and the Client accepts that GP will make no further assessment of the Client’s requirements. Unless requested to do so by the Client.

3.3  If, during the Assignment, the Client wishes to change any of the Assignment Details it will inform GP without delay and in any event before making the change and if the Temporary Worker is expected to carry out duties which go beyond office-based work, including but not limited to manual work (including lifting and/or moving of heavy items), and driving or transporting goods and materials, the Client will instruct GP of the specific requirements.  In addition, it shall be the Client’s responsibility to ensure adequate training and health and safety measures are provided to the Temporary Worker while on assignment. 

3.4  The Client will enable GP to comply with its duties under the WTR by supplying any relevant information about the Assignment requested by GP and will not cause GP to be in breach of its obligations under WTR.

3.5  Where the Temporary Worker is a Temporary Worker as defined by Regulation 3 of the AWR the Client will provide the Temporary Worker with equal access to:

3.5.1  Its collective facilities and amenities; and

3.5.2  To information about relevant vacancies posted within the Client’s place of work.

3.6  To enable GP to comply with its obligations under the AWR, and to determine the Pay and Working Conditions applicable to the Assignment the Client will provide GP before the start of an Assignment with the following information:

3.6.1  details of any Calendar Weeks in which the Temporary Worker has worked in the same or a similar role with the Client which count or may count towards the Qualifying Period;

3.6.2  details of the Pay and Working Conditions the Temporary Worker would be entitled to for doing the same job if the Temporary Worker had been recruited directly by the Client at the start of the Qualifying Period together with details of any variations to such Pay and Working Conditions that become applicable during the course of the Assignment. 

3.7  The Client agrees that GP shall only be liable under AWR to the extent GP has failed to follow the proper procedure under AWR. GP shall not be liable for any breaches of the AWR, which arise out of incorrect information provided to GP by the Client.

3.8  For the avoidance of doubt where the Temporary Worker is supplied through a limited company contractor and the contract the limited company has with GP renders GP or the Client a client or customer of a profession or business undertaking carried on by the limited company the Temporary Worker is not a Temporary Worker as defined by Regulation 3 of the AWR.

3.9  The Client agrees to inform GP in writing of any oral or written complaint the Temporary Worker makes to the Client, which is or may be a complaint connected with rights under the AWR within 7 days of becoming aware of the same and to take such action and give such information and assistance as GP may request in order to resolve any such complaint or to provide any such information in a written statement to the Temporary Worker within 28 days of the Client 's receipt of such a request i accordance with Regulation 16 of the AWR and the Client  will provide GP with a copy of any such written statement.

3.10  The Client undertakes that it knows of no reason why it would be detrimental to the interests of the Temporary Worker for the Temporary Worker to fill the Assignment.

3.11  Where the Temporary Worker is a limited company contractor and the characteristics of an Assignment are consistent with the Temporary Worker being supplied on an independent contractor basis such that the Temporary Worker meets the IR35 tests for self-employment, the Client agrees that in the event the Temporary Worker is unable to provide any part of the Services for whatever reason the Temporary Worker shall be entitled to assign or sub-contract the performance of the Services provided that GP and the Client are satisfied that the assignee or sub-contractor has the required skills, qualifications and resources to provide the Services to the required standard and under the same terms imposed by the agreement between the Consultancy and GP.  The Client shall not unreasonably withhold or delay approval sought for the assignment or sub-contracting of the Consultancy Services.

3.12 Provided the Temporary Worker complies with any reasonable operational requirements of the Client, the Client confirms the Temporary Worker shall determine how it will provide the Services and the time required to complete the Services. The Consultancy will be at liberty to determine the location at which it will provide the Services, but where the Services are undertaken at the Client’s site, the Consultancy will comply with any reasonable requirements relating to working hours, and any other operational requirements in relation to the Client’s site.

 

4. OBLIGATIONS OF GP

4.1   When Introducing a Temporary Worker to the Client GP shall inform the Client:

4.1.1  of the identity of the Temporary Worker;

4.1.2  that the Temporary Worker has the necessary or required experience, training, qualifications and any authorisation required by law or a professional body to work in the Assignment; 

4.1.3  that Temporary Worker is willing to work in the Assignment; and

4.1.4  of the Charges for the provision of the Temporary Worker as detailed in clause 6.

 

5. TIMESHEETS

5.1 At the end of each week of an Assignment (or at the end of the Assignment where it is for a period of 1 week or less) the Client shall authorise GP's timesheet verifying the number of hours worked by the Temporary Worker during that week.  

5.2  Authorisation of the timesheet by the Client is confirmation of the number of hours worked. If the Client is unable to sign a timesheet produced for authentication by the Temporary Worker because the Client disputes the hours claimed, the Client shall inform GP as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with GP to enable GP to establish what hours, if any, were worked by the Temporary Worker. Failure to sign the timesheet does not absolve the Client of its obligation to pay the Charges in respect of the hours worked.  

5.3 The Client shall not be entitled to decline to authorise a timesheet on the basis that it is dissatisfied with the work performed by the Temporary Worker. In the event that the Client is dissatisfied with the Temporary Worker the provisions of clause 10.1 below shall apply. 

 

6. CHARGES

6.1  The Client agrees to pay the Charges as notified to and agreed with the Hirer. The Charges are calculated according to the number of hours, days or weeks worked by the Temporary Worker and comprise the following:

6.1.1 the Temporary Worker’s hourly, daily or weekly rate of pay;

6.1.2  an amount equal to any paid holiday leave to which the Temporary Worker is entitled in connection with the WTR and, where applicable, the AWR and which is accrued during the course of an Assignment;

6.1.3  any other amounts to which the Temporary Worker is entitled under the AWR, where applicable;

6.1.4  employer’s National Insurance contributions; 

6.1.5  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; and

6.1.6  GP's commission, which is calculated as a percentage of the Temporary Worker’s hourly rate.

6.1.7  The client must place a freelance booking with GP for a minimum 4-hour period & the candidate must always be paid by the client for a minimum 4-hour period per day.

6.2  GP reserves the right to vary the Charges agreed with the Client, by giving written notice to the Client in order to comply with any additional liability imposed by statute or other legal requirement or entitlement, including but not limited to the AWR.

6.3  GP will invoice the Charges to the Client on a weekly basis. For the avoidance of doubt GP’s invoices for the Services will only be issued pursuant to GP’s invoicing and timesheet verification procedures as provided for in these Terms and the Client agrees to abide by such procedures.

6.4  If the Client instructs GP to pay the Temporary Worker a bonus GP will pay any such bonus to the Temporary Worker subject to any employer’s National Insurance Contributions. GP' commission on the bonus (calculated using the same percentage rate as that used under clause 6.6) will be charged in addition to any bonus payable to the Temporary Worker.   

6.5  The Client will pay the Charges within 7 days of the date of the invoice.  VAT is payable at the applicable rate on the entirety of the Charges and all sums payable under clause 6.4.

6.6  GP reserves the right to charge interest 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.

6.7  No refunds are payable by GP in respect of the Charges and the Client’s obligations under this clause 6 shall be performed without any right of the Client to invoke set-off, deductions, withholdings or other similar rights.

 

7. PAYMENT OF THE TEMPORARY WORKER

GP is responsible for paying the Temporary Worker and where appropriate, for the deduction and payment of National Insurance Contributions and PAYE Income Tax applicable to the Temporary Worker pursuant to sections 44-47 of the Income Tax (Earnings and Pensions) Act 2003.

 

8. TRANSFER FEES

8.1  The Client shall be liable to pay GP a Transfer Fee in the following circumstances:

8.1.1  where GP Introduces a Temporary Worker to the Client and the Client Engages the Temporary Worker either directly or through another employment business, provided that the Engagement takes place either during the Assignment or within the Relevant Period, or if there was no Assignment, within 12 months of the Introduction of the Temporary Worker by GP; or, such Engagement takes place during the Assignment or within the Relevant Period; or

8.1.2  where GP Introduces the Temporary Worker to the Client, the Client Introduces the Temporary Worker to a third party and such Introduction results in an Engagement of the Temporary Worker by the third party either directly or through another employment business and either during the Assignment or within the Relevant Period or if there was no Assignment, within 12 months from the date of the Introduction by the Client to the third party.

 

The Transfer Fee will be calculated in accordance with the table below:

TRANSFER FEE

TABLE

GROSS

REMUNERATION TO

£24,999

GROSS

REMUNERATION

£25,000 - £39,999

GROSS

REMUNERATION

£40,000 UPWARDS

FEE

20%

25%

30%


30%
 

8.1.3  If the Client wishes to Engage the Temporary Worker other than via GP without liability to pay a Transfer Fee, the Client may, on giving written notice to GP, engage the Temporary Worker for a period of 52 weeks (“the Period of Extended Hire”) at the end of which the Temporary Worker may transfer into the Client’s Engagement without further charge.

8.1.4  During any Period of Extended Hire GP shall supply the Temporary Worker on the same terms, which applied immediately before GP received the notice in clause 8.1.3; and the Client shall continue to pay the Charges set out in clause 6. If GP is unable to supply the Temporary Worker for any reason outside its control for the whole or any part of the Period of Extended Hire; or the Client does not wish to hire the Temporary Worker on the same terms as the Assignment; but the Temporary Worker is Engaged by the Client, the Client shall pay the Transfer Fee, reduced pro-rata to reflect any Charges paid by the Client during any part of the Period of Extended Hire worked by the Temporary Worker. If the Client fails to give notice of its intention to Engage the Temporary Worker other than via GP before such Engagement commences, the parties agree that the Transfer Fee shall be due in full.

8.1.5 Where the Client agrees to engage the Temporary Worker other than via GP for a fixed term of less than 12 months (the First Fixed Term), GP may, in its absolute discretion, reduce the Transfer Fee as calculated pro-rata. Such reduction is subject to the Client Engaging the Temporary Worker for the agreed First Fixed Term. Should the Client extend the Temporary Worker’s First Fixed Term or re-Engage the Temporary Worker within 12 months from the commencement of the First Fixed Term GP reserves the right to recover the balance of the Transfer Fee.

8.1.6  Where the annual Remuneration payable to the Temporary Worker is not disclosed to GP by the Client, then the Transfer Fee shall be deemed to be the hourly rate payable to the Temporary Worker for the Assignment annualised by reference to a 37.5 hour working week (Rate x 37.5 hours x 52 weeks). 

8.1.7 GP will not refund the Transfer Fee in the event the Engagement of the Temporary Worker other than via GP terminates or terminates before the end of the fixed term referred to in clause 8.1.5.

8.1.8 VAT is payable in addition to any Transfer Fee due.

 

9. SUITABILITY CHECKS

9.1  Where the Temporary Worker is required by law, or any professional body to have any qualifications or authorisations to work on the Assignment, GP will take all reasonably practicable steps to obtain and offer to provide to the Client copies of any relevant qualifications or authorisations of the Temporary Worker;

9.2  The Client shall advise GP at the time of instructing GP to supply an Temporary Worker whether during the course of the Assignment, the Temporary Worker will be required to work with, care for or attend one or more Vulnerable Persons or engage in regulated activity as defined in the Safeguarding Vulnerable Groups Act 2006.

 

10. UNSUITABILITY OF THE TEMPORARY WORKER

10.1  The Client undertakes to supervise the Temporary Worker sufficiently to ensure the Client’s satisfaction with the Temporary Worker’s standards of work. 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 GP to remove the Temporary Worker. GP may, in its absolute discretion, in such circumstances, reduce or cancel the Charges for the time worked by that Temporary Worker, provided that the Client has notified GP immediately that they have asked the Temporary Worker to leave the Assignment or the Assignment terminates: 

10.1.1 within 4 hours of the Temporary Worker commencing the Assignment where the Assignment is for more than 7 hours; or

10.1.2  within 2 hours for Assignments of 7 hours or less; and provided that notification of the unsuitability of the Temporary Worker is confirmed in writing to GP within 48 hours of the termination of the Assignment.

10.2  The Client shall notify GP without delay if the Temporary Worker fails to attend work or has notified the Client that they are unable to attend work for any reason.

 

11. TERMINATION OF THE ASSIGNMENT

Any of the Client, GP or the Temporary Worker may terminate an Assignment at any time without prior notice and without liability (except in the case of termination by the Client, who shall be liable for any Charges due under clause 6 above).

 

12. CONFIDENTIALITY AND DATA PROTECTION

12.1  All information relating to a Temporary Worker is confidential and subject to the Data Protection laws and is provided solely for the purpose of providing work-finding services to the Client. Such information must not be used for any other purpose nor divulged to any third party and the Client undertakes to abide by the provisions of the Data Protection laws in receiving and processing the data at all times.

12.2  GP undertakes to keep confidential all relevant terms and conditions, in particular relating to Pay and Working Conditions that the Client discloses to GP and not to use such information except for the purposes of compliance with the AWR (including, for the avoidance of doubt and without limitation, when dealing with any request for information or complaint made by any Temporary Worker or any AWR Claim).

12.3  Information relating to GP’s business which is capable of being confidential must be kept confidential and not divulged to any third party, except information which is in the public domain.

 

13. INTELLECTUAL PROPERTY RIGHTS

All copyright, trademarks, patents and other intellectual property rights deriving from the Assignment shall belong to the Client. Accordingly, GP shall use its reasonable endeavours to ensure that the Temporary Worker shall execute all such documents and do all such acts in order to give effect to the Client’s rights pursuant to this clause.

 

14. LIABILITY

14.1  Whilst reasonable efforts are made by GP to give satisfaction to the Client by ensuring reasonable standards of skill, integrity and reliability from the Temporary Worker and to provide the same in accordance with the Assignment details as provided by the Client, no liability is accepted by GP for any loss, expense, damage or delay arising from any failure to provide any Temporary Worker for all or part of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Temporary Worker or if the Temporary Worker terminates the Assignment for any reason. For the avoidance of doubt, GP does not exclude liability for death or personal injury arising from its own negligence or for any other loss which it is not permitted to exclude under law. 

14.2   Temporary Workers supplied by GP under these Terms are engaged on contracts for services.  They are not the employees of GP but are deemed to be under the supervision and direction 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 willful, negligent or otherwise as though the Temporary Worker was on the payroll of the Client.

14.3  The Client shall advise GP of any special health and safety matters about which GP is required to inform the Temporary Worker and about any requirements imposed by law or by any professional body, which must be satisfied if the Temporary Worker is to fill the Assignment.

14.4  The Client will also comply in all respects with all statutory provisions as are in force from time to time including, for the avoidance of doubt, but not limited to the WTR, Health and Safety At Work etc. Act 1974, the Management of Health and Safety at Work Regulations 1999 (as amended), 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 7 above), including in particular the provision of adequate Employer’s and Public Liability Insurance cover for the Temporary Worker during all Assignments.

14.5  The Client shall indemnify and keep indemnified GP against any liabilities, damages, costs, expenses whether direct, indirect, special or consequential (including, without limitation, any economic loss or other loss of profits, loss of business or loss of goodwill, management time and reasonable legal fees) and charges, including such items arising out of or resulting from actions, proceedings, claims and demands incurred by GP arising out of any Assignment or arising out of any non-compliance with, and/or as a result of any breach of, these Terms by the Client. 

14.6  The Client shall inform GP in writing of any AWR Claim which comes to the notice of the Client as soon possible but no later than 7 calendar days from the day on which any such AWR Claim comes to the notice of the Client.

14.7   If the Temporary Worker brings, or threatens to bring, any AWR Claim, the Client will take such action and give such information and assistance as GP may request, and within any timeframe requested by GP and at the Client’s own cost, to avoid, dispute, resist, mitigate, compromise or defend any such AWR Claim.

 

15. NOTICES

All notices given in accordance with these Terms shall be in writing and may be delivered personally or by first class prepaid post to the registered office of the party upon whom the notice is to be served or any other address that the party has notified the other party in writing, including by email or facsimile transmission. Any such notice shall be deemed to have been served: if by hand when delivered, if by first class post 48 hours following posting and if by email when that email is sent.

 

16. SEVERABILITY

If any of the provisions of these Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining Terms, which shall continue to be valid to the fullest extent permitted by applicable laws.

 

17. ANTI CORRUPTION, BRIBERY, SLAVERY AND HUMAN TRAFFICKING

Both Parties shall comply with the applicable laws, regulations, codes and sanctions relating to anti bribery, anti-corruption and anti-slavery and human trafficking including but not limited to the Bribery Act 2010 and the Modern Slavery Act 2015. Failure to comply will result in immediate termination of the Services.

 

18.  GOVERNING LAW AND JURISDICTION

These Terms are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.

REFER A FRIEND TERMS AND CONDITIONS

  1. Gemini People Like You Terms and Conditions:
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  3. Temporary referrals must complete an assignment of 6 weeks.
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  5. Placements must be made within 6 months of the referral.
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