EliteMed Staffing Group's Staff Introduction Terms & Conditions
1.1 These Terms and Conditions of business (“these Terms”) are between EliteMed Staffing Group whose registered office is 1101 Marina Village Pkwy #208 Alameda, CA 94501
Definitions
2.1 In these Terms the following words or phrases have the following meanings:
“Advertising Fees” shall mean the charges for advertising by EliteMed Staffing Group provided that such advertising has been agreed between the Client and EliteMed Staffing Group. Advertising fees will include the cost of preparation of advertising material, together with the third party charges for the advertisement.
“Assumed Salary” shall mean the last-known annual earnings of a Candidate whether from employment or otherwise prior to the Engagement of the Candidate by the Client.
“Candidate” shall mean any individual seeking an engagement Introduced by EliteMed Staffing Group to the Client whether directly or indirectly and whether or not for the purpose and intention that the Candidate be Engaged by the Client in any specific role.
“Client” shall mean an individual, firm or corporation to whom the Candidate is Introduced by or through EliteMed Staffing Group, and shall include any individual firm or corporation which is associated with, subsidiary to, or holding company of, or has any common shareholders or directors with, the Client.
“Company” shall mean EliteMed Staffing Group acting as an Employment Agency.
“Engagement” shall mean the employment or use directly or indirectly of the Candidate by the Client or third party (including any group company or associated company) on a permanent or temporary basis. Engagement shall include the entering into any contract of service, contract for services, agency agreement, licence agreement, franchise agreement, partnership agreement, or any other commercial relationship between the Client and the Candidate (or through a limited company of which the Candidate is director or shareholder or a principal employee) which involves a payment by or on behalf of the Client to or on behalf of the Candidate. Any Engagement shall be treated as such if it takes place within 12 months of the Introduction of the Candidate by EliteMed Staffing Group to the Client. Engage(d)/(s) shall be construed accordingly.
“Fee” shall mean the fee payable by the Client to EliteMed Staffing Group on the Engagement by the Client of a Candidate Introduced by EliteMed Staffing Group as set out in these Terms. The Fee will include additional charges for out of pocket expenses necessarily incurred in the processes by which the Client is Introduced to a Candidate and/or Engages a Candidate (for example, accommodation and travel expenses).
“Introduction” shall mean any means (direct or indirect) by which EliteMed Staffing Group notifies the Client of the Candidate which notification leads to the consideration of the Candidate for Engagement or the Engagement of the Candidate by the Client. Without prejudice to the generality of this definition, the Client may be informed of the Candidate by telephone, in writing, by fax, by e-mail or by other means of the provision of details of the Candidate (including any CV of the Candidate) by tEliteMed Staffing Group. Further, if EliteMed Staffing Group arranges (or assists to arrange) any form of interview of the Candidate by the Client, it shall be treated as having Introduced the Candidate to the Client. Introduce(d)/(s) shall be construed accordingly.
“Salary” shall mean the aggregate gross annual remuneration and benefits payable to or receivable by the Candidate pursuant to the Engagement, whether in money or money’s worth, and whether or not in the nature of regular or irregular payments.
“Special Role” shall mean any role particularized by the Client in an instruction by the Client.
Contract
3.1 The Client acknowledges, is deemed to have read, and agrees to accept and be bound by these Terms when an Introduction takes place.
3.2 These Terms are the entire contract between the Client and EliteMed Staffing Group and may be varied only with the written consent of EliteMed Staffing Group Chairman or a Director of the Company. EliteMed Staffing Group may elect to treat such consent as invalid if the Client fails to conform with any provision in these Terms relating to the payment of any Fee and/or Advertising Fees.
The Fee
4.1 If the Client Engages the Candidate subsequent to an Introduction by the Company, the Client will pay to the Company a Fee in accordance with the following scale, subject to the type of recruitment service package chosen:
Managed Service Provider: 20% of salary
The Essentials: 25% of salary
Marketing Deluxe: 30% of salary
4.2 The Client must notify the Company immediately upon the offer of an Engagement and acceptance of an offer of Engagement by a Candidate.
4.3 The Fee will be deemed payable on the date on which a Client accepts an offer of Engagement. The Company will invoice the Client upon receipt of notification pursuant to clause 4.2 (or if the Client is in breach of clause 4.2 as soon as the Company becomes aware of an accepted Engagement (subject to clause 10.2). The Client will pay to the invoice within 7 days of the date of the invoice.
4.4 If the Engagement takes place outside the US and any Salary is paid in currency other than the fiat dollar, the Client agrees to pay the Fee in accordance with these Terms as if the payment currency had been converted to fiat dollars at the date of the Engagement. Unless agreed otherwise, the parties shall use www.xe.com for carrying out any currency conversions.
4.5 In the event that the Engagement is for a fixed term of less than 12 months, the Fee will be calculated pro-rata. If the Engagement is extended beyond the initial fixed term or if the Client re-Engages the Candidate within 6 calendar months from the date of termination of the first Engagement 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 up to the termination of the second Engagement or the first anniversary of its commencement, whichever is the sooner.
4.6 The Client will not, without the prior written consent of the Company, at any time while the Company is working for or with the Client or during the period of 6 months after the conclusion of any such work, solicit or entice away from the Company or employ or attempt to employ or engage any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company and has dealt with/for the Client on behalf of the Company.
Any such consent given by the Company shall be subject to the Client paying to the Company a sum equivalent to either:
(a) that set out in clause 4.1 if the individual is an employee; or
(b) 50% of the remuneration paid to the individual over a 12 month period (adjusted as necessary if the individual has worked for the Company for less than 12 months), if the individual is a consultant or subcontractor.
Advertising Fees
5.1 Where the Client instructs the Company to advertise for the purpose of engaging a Candidate in a Special Role, the Company will pay the Advertising Fees in accordance with the payment terms specified in clauses 4.3.
Special Instructions
6.1 Where the Client instructs the Company to search for, locate and inform the Client of Candidates suitable for a Special Role (“Special Instructions”), the Client will pay the Fee in three stage payments. For the purpose of calculating the Fee the Salary shall be treated as that amount which the Client informs the Company it anticipates will be paid to the Candidate who fills the Special Role. One third of the Fee will be payable on the giving of Special Instructions to the Company by the Client. One third of the Fee will be due and payable on the Company providing the Client with a short-list of Candidates. The final one third of the Fee will be due and payable when a Candidate accepts an offer of Engagement. Once the Salary has been finalized between the Client and the Candidate the parties acknowledge and agree that they may need to reconcile the Fee paid to take account of any adjustment against the anticipated Salary.
6.2 If the Client withdraws the Special Instructions before the Engagement of the Candidate takes place, it will be liable to pay the Company for the next staged payment of the Fee as set out in clause 6.1 in addition to any staged payment that has already become due and payable at the time of withdrawal. The Client will be deemed to have withdrawn for the purposes of this clause 6.1 if the Client (i) has not made any progress with the Engagement for 30 days or more, including without limitation where the Client has failed to provide the Company with any feedback on Candidates within 30 days of receipt of the short-list or within 30 days following an interview; (ii) has not given an offer of Engagement to a Candidate within 90 days of being presented with the short-list; (iii) has reinstructed the Company for a different Special Role; or (iv) changes/updates the Special Instructions/Special Role such that the Company has to carry out a new search to identify potential Candidates as the Candidates previously searched for and/or provided would not be suitable for the changed/updated Special Role.
6.3 If the Client reinstructs the Company for a Special Role further to a withdrawal pursuant to clause 6.2 within 6 months from the date of the withdrawal, the Company shall offer the Client a discount of 1/3 off the new Fee, provided that the Client has paid all amounts due and owing under clause 6.2. Any such discount shall be recognised in the final invoice and instalment of the Fee.
6.4 For the avoidance of doubt in the event that the Special Instructions shall include an agreement to advertise, the Client will pay the Advertising Fees in addition to the Fee (and/or any stage payment of the Fee that has already become payable).
Departure of Candidate
7.1 If a Candidate leaves the employment of the Client within 12 weeks starting from the date of the Engagement, then provided that:
(a) the Client has paid the Fee within the times provided by these Terms, and
(b) the Company has received notification in writing by recorded delivery (or equivalent) within 7 days of the Candidate’s departure from the Client’s Engagement together with a full explanation of the circumstances of the departure,
the Company will use reasonable endeavours, for a period up to 24 months from the date of receipt of the notification, to provide another Candidate for the role vacated for no additional fee. This Clause will not apply in circumstances where the Candidate’s employment has been terminated by reason of redundancy, or by consensus between the Client and Candidate.
Suitability, References, and Special Situations
8.1 The Company endeavours 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, training, qualifications and any authorisation which the Client considers necessary or which may be required by law or by any professional body, and that the Candidate is willing to work in the position which the Client seeks to fill. However, the Company does not represent, warrant or undertake to find a suitable or any Candidate for each vacancy notified to it by the Client and the Client accepts and agrees that the Company gives no warranty as to the suitability of any Candidate for any vacancy.
8.2 At the same time as proposing a Candidate to the Client, the Company shall inform the Client of such matters in clause 8.1 of which they have obtained confirmation. Where such information is not given in paper form or by electronic means it shall be confirmed by such means by the end of the third business day (excluding Saturday, Sunday and any public or Bank holiday).
8.3 Notwithstanding clauses 8.1 and 8.2 above the Client shall satisfy itself as to the suitability of the Candidate and the Client shall take up any references provided by the Candidate to it or the Company before engaging such Candidate. The Client is responsible for obtaining work permits and/or such other permission to work as may be required, for the arrangement of medical examinations and/or investigations into the medical history of any Candidate, and satisfying any medical and other requirements, qualifications or permission required by law of the country in which the Candidate is to be Engaged.
8.4 To enable the Company to comply with its obligations under clauses 8.1 and 8.2 above, the Client undertakes to provide to the Company details of the position which the Client seeks to fill, including the type of work that the Candidate would be required to do, the location and hours of work, the experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position, and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks. In addition, the Client shall provide details of the date the Client requires the Candidate to commence, the duration or likely duration of the work, the minimum rate of remuneration, expenses and any other benefits that would be offered, the intervals of payment of remuneration and the length of notice that the Candidate would be entitled to give and receive to terminate the employment with the Client.
8.5 The Client shall at all times act in a professional and lawful manner when dealing with the Candidate and carrying out its obligations in respect of the process of engaging the Candidate. The Client will inform the Company of any issues that would be prudently informed to any Candidate. Without prejudice to the generality of this provision, the Client will inform the Company (and subsequently the Candidate) of any requirements relating to Health and Safety.
8.6 The Client will indemnify and hold harmless the Company from and against all claims and losses arising from loss, damage, liability, injury to the Company, its employees and third parties, by reason of or arising out of:
(a) any loss, injury, expense or delay suffered or incurred by a Candidate, however caused, and/or
(b) any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in connection with the acts and omissions of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise,
that arises directly or indirectly out of or in connection with the Introduction, Engagement or use of a Candidate, the withdrawal by the Client of a vacancy, any information supplied by the Client to the Company or the Client's breach of these Terms.
8.7 Where the Candidate is required by law, or any professional body to have any qualifications or authorisations to work in the position which the Client seeks to fill; or the work involves caring for or attending one or more persons under the age of eighteen, or any person who by reason of age, infirmity or who is otherwise in need of care or attention, the Company will take all reasonably practicable steps to obtain and offer to provide copies of any relevant qualifications or authorizations of the Candidate, two references from persons not related to the Candidate who have agreed that the references they provide may be disclosed to the Client and has taken all reasonably practicable steps to confirm that the Candidate is suitable for the position. If the Company is unable to do any of the above it shall inform the Client of the steps it has taken to obtain this information in any event.
8.8 The Client will inform the Company of any relevant statutory duties that may be imposed upon a Candidate in respect of such Candidate’s interview or Engagement and will indemnify the Company in respect of any loss arising from breach of such statutory duty.
Data Protection
9.1 In this Clause 9:
“Data Protection Legislation” means the Data Protection Act 1998 as amended, extended, re-enacted or consolidated from time to time (including without limitation the implementation of the General Data Protection Regulation 2016/679/EC);
“Privacy Legislation” means the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) as amended, extended, re-enacted or consolidated from time to time; and
“Personal Data” has the meaning given in the Data Protection Legislation.
9.2 Each party agrees that it will comply at all times with its obligations under the Data Protection Legislation and the Privacy Legislation.
9.3 The Company will ensure that:
(a) adequate privacy notices have been provided to Candidates so that they understand the circumstances under which their Personal Data will be shared, the purposes of the data sharing along with a description of the data recipient; and
(b) it has obtained the Candidates’ consent to share their Personal Data where necessary.
General Provisions
10.1 The Client warrants that it will keep confidential all information relating to the Candidate. In particular, the Client will not, without the Candidate’s prior written consent, contact a Candidate’s employer until an Engagement of the Candidate by the Client has taken place.
10.2 If the Client does not inform the Company of an Engagement of a Candidate by the Client following an Introduction and the Company subsequently finds out about the Engagement, the Client will pay the Fee to the Company. The Fee will be based on the scale of charges contained in these Terms, which calculation shall be based on 125% of the Assumed Salary.
10.3 In the event of late payment of any sums due by the Client to the Company pursuant to these Terms, the Company reserves the right to charge interest on all overdue sums at the rate of 4%.
10.4 If any provision of these Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed and rendered ineffective as far as possible without modifying the remaining provisions and will not in any way affect any other circumstances of or the validity or enforcement of these Terms.
10.5 No failure or delay by the Company in exercising any right, power or privilege under these Terms will impair the same or operate as a waiver nor will any single or partial exercise of any right, power or privilege preclude any further exercise.
10.6 Subject to clause 10.9, the Company shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation which may be suffered or incurred by the Client arising from or in connection with the Company seeking an Candidate for the Client or from the Introduction to or Engagement of any Candidate by the Client or from the failure of the Company to Introduce any Candidate, unless such loss, damage, costs or expenses are the direct result of the negligent acts or omissions of the Company. In particular, the Company will not be liable for any loss, injury, damage, expense or delay arising from or in connection with:
(a) any failure of the Candidate to meet the Client's requirements for all or any of the purposes for which the Candidate is required by the Client;
(b) any act or omission of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; or
(c) any loss, injury, damage, expense or delay suffered by a Candidate.
10.7 Subject to clause 10.9, the total liability of the Company under or in connection with these Terms whether arising in contract, tort, negligence, breach of statutory duty or otherwise will not exceed the Fees paid or due to be paid by the Client to the Company under these Terms.
10.8 Subject to clause 10.9, the Company will not be liable to the Client in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the Client of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.
10.9 Nothing in these Terms shall limit or exclude the liability of the Company for death or personal injury arising from its negligence, fraud or for any other matter that cannot by law be limited or excluded.
