CLIENT TERMS AND CONDITIONS
These Terms and Conditions shall apply to the provision of Services by the Agency to the Client.
1. Definitions and Interpretation
- In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
|“Agency”||means SENsational Tutors Ltd, a company registered in the United Kingdom under number 10749192, whose registered office is at 8 Main Street, Bilton, Rugby, Warwickshire CV22 7NB;|
|“Agreement”||means the agreement containing these Terms and Conditions made in accordance with Clause 2;|
|“Candidate” or “Tutor”||means any self-employed person or person providing services through a company or other legal entity, who is the subject of an Introduction by the Agency to the Client for the purpose of a possible Engagement by the Client;|
|“Client”||means any person, firm, local authority, school/college, governmental/statutory body or company including any associates or subsidiaries (whether acting through agents or employees) to whom a Candidate is Introduced;|
|“Conduct Regulations”||means The Conduct of Employment Agencies and Employment Businesses Regulations 2003;|
|“Confidential Information”||means any information concerning either Party and relating to its business methods, plans, systems, finances or projects; its trade secrets; its products or services; or any other information which is expressly described as confidential;|
|“Consumer”||means an individual Client who, as parent or guardian of the Student, engages or uses the Services for a Student’s personal use or benefit and for purposes wholly or mainly outside the purposes of any business, trade, craft or profession;|
|“Engagement”||means any form of employment, engagement or use by a Client of a Candidate, directly or indirectly, part or full time, on a temporary or permanent basis, with or without a contract, as a result of an Introduction;|
|“Introduction”||an introduction of a Candidate to a Client by the Agency will be deemed to have taken place where the Agency has provided a Client directly or indirectly with any information concerning a Candidate which identifies the Candidate whether by Christian name and/or surname and/or by photograph and/or by details on the Website or where a Client makes contact with the Candidate by phone, email or otherwise or interviews a Candidate by any means, whether following an instruction from a Client to search for or identify a Candidate or by the Client conducting a search on the Website or any other means and “Introduce” and “Introduced” shall be construed accordingly;|
|“Candidate Fee”||means the fee payable by the Client to the Agency in accordance with these Terms and Conditions in consideration of the Services being provided by the Agency where there is an Introduction of a Candidate to a Client resulting in the Engagement of that Candidate at any time following the Introduction by the Agency;|
|“Parties”||means the Agency and the Client, and ‘Party’ will mean either one of them;|
|“Regulated Information”||means the information required to be obtained by the Agency under the Conduct Regulations before making an Introduction of a Candidate to the Client as set out in Clause 5.1;|
|“Release Fee”||means a sum equal to 40% plus VAT of the estimated gross remuneration payable to a Candidate by a Client in the ensuing 12 months, such estimate to be based on the remuneration actually paid by the Client to the Candidate in the preceding 12 months or a reasonable estimate of the ensuring 12 months renumeration payable to a Candidate, whichever is greater;|
|“Remuneration”||means any salary, fees, bonuses, commission, allowances, or any other financial benefit payable to, or received by a Candidate, whether directly or indirectly, for services to a Client;|
|“Services”||means the employment agency services provided by the Agency to the Client as set out in these Terms and Conditions;|
|“Student”||means any person to whom a Candidate’s services are provided under an Engagement;|
|“Tutor Session”||means the provision of any tutoring service by a Candidate to a Student under an Engagement;|
|“Website”||means the Agency’s website as the same may be amended from time to time
(currently https://www.sensationaltutors.co.uk) .
- Unless the context otherwise requires, each reference in these Terms and Conditions to:
- “writing”, and any similar expression, includes a reference to any communication effected by electronic transmission or similar means;
- a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
- “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;
- a Schedule is a schedule to these Terms and Conditions;
- a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and
- The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
- Words communicating the singular number shall include the plural and vice
- References to any gender shall include any other gender and references to a “person” shall include individuals, companies and to other legal entities.
- Any reference to any statute, statutory instrument, order, Regulation or other similar instrument will be construed as including references to any statutory modification, consideration or re-enactment of that provision (whether before or after the date of this Agreement) for the time being in force including all instruments, orders or Regulations then in force and made under or deriving validity from it.
- A reference to writing or written includes fax and
2. The Contract
- The Client shall be deemed to have accepted these Terms and Conditions when any of the following occurs:
- The Client registers on the Website and clicks on the relevant page to confirm their agreement to these Terms and Conditions;
- The Client submits any information or data to the Agency, either verbally, or in written format, through the website or through a third-party (e.g. Calendly);
- The Client makes any written or oral request to the Agency to provide its agency services;
- The Client interviews or makes any form of contact with a Candidate;
- The Client Engages a Candidate;
- The Client continues to Engage a Candidate previously introduced by the
- Any and all business entered into by the Agency is subject to these Terms and Conditions and in the event of any conflict with any other terms and conditions these Terms and Conditions shall prevail unless agreed otherwise in writing by a director of the Agency.
- No modification or change to these Terms and Conditions will be valid unless the details of any such changes are in writing, provided by the Agency, and a copy is provided to the Client stating the date on or after which such new terms will apply.
- These Terms and Conditions contain the entire agreement between the Agency and the Client and supersede all previous terms of business, agreement and arrangements.
- If the Client is a Consumer they have a legal right to a cancellation period within which the Client may cancel the Agreement for any reason, including if the Client has changed their mind, and receive a refund of any Agency Fee paid to the Agency during such cooling-off period in respect of the Services.
- The cooling-off period begins once the Consumer has registered as a Client on the Agency’s website and ends 14 calendar days after such date.
- The Agency will not provide the Services during the cancellation period referred in sub- Clause 2.5 unless the Client requests the Agency to do so by ticking the relevant box when you register on the Website. The Agency is under no obligation to accept the Client’s request.
- If the Client requests the Agency to start providing Services during the 14-day cancellation period and the Agency agrees to do so, the Client’s cancellation rights are affected as follows:
- The Client will lose their right to cancel once the Services are fully performed and will not be entitled to a refund even if the cancellation period has not expired;
- The Client will lose their right to cancel once an Introduction has been made and will not be entitled to a refund even if the cancellation period has not expired;
- if the Services have not been fully performed, the Client will be required to pay for the Services provided up to the time that they advised the Agency they wanted to cancel.
- Notice of cancellation under sub-Clause 5 can be given to the Agency in any way the Client wishes, including by email to: email@example.com, by telephone to the following number: 07497 139794, by post to: 19 Kalfs Drive, Cawston, Rugby, CV22 7FD, or on the Website’s ‘contact us’ page following the Client’s registration as a Client, in each case providing the Client’s name, address, email address, telephone number and any Client ID or reference number you may have been issued.
- Any refund that is due to the Client on its cancellation of this Agreement under sub- Clause 5 will be made wherever possible using the same method that the Client used to make payment to the Agency and be issued as soon as possible following receipt of a valid cancellation and not later than 14 days of its receipt by the Client.
3. Agency’s Services
- The Agency is an employment agency and is subject to the Employment Agencies Act 1973 and to the Conduct Regulations. The Agency does not employ any of the Candidates whether under the terms of a contract of service or a contract for services and unless otherwise stated each Candidate has confirmed to the Agency that they are a self-employed person.
- The Agency’s Services will only be provided to persons (whether natural or legal) who have registered on the Website and accepted these Terms and Conditions or who have otherwise been provided with a copy of and confirmed their agreement to those Terms and Conditions. .
- The Services, including making Introductions, will be performed by the Agency in accordance with its operating procedures in place from time to time, including communicating with the Client via email and telephone or such other media and means as may be required to perform the Services and the Client consents to be communicated with in all such modes and manners. The Agency may provide the Client with written guidance on how the Services are to be facilitated and performed.
- The Agency will provide the Services to the Client in consideration for the Client’s paying the Candidate Fee to the Agency, subject to these Terms and Conditions.
- The Agency will use its reasonable endeavours to Introduce Candidates to the Client suitable to carry out tutoring services or other such work of such nature as the Client notifies to the Agency and the Agency agrees to make an Introduction in respect of.
- The Agency will notify the Client if the Agency believes it is unable to assist with the Client’s requirements for any reason.
- The Agency does not warrant, represent or undertake to find a suitable Candidate for the Client.
- The Agency gives no warranties as to the suitability of any Candidate that is Introduced to a Client.
- The Agency will take reasonably practical steps to ensure that it obtains copies of relevant qualifications or authorisations for a Candidate which are required by law or by any professional body, for the work that the Client has identified to the Agency it requires to be performed and the Agency shall also make reasonable endeavours to verify the identity of a Candidate before Introducing them to the Client.
- If any request from a Client appears to demonstrate to the Agency that the Client may or intends to discriminate on the grounds of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex, or sexual orientation, the Agency reserves the right to decline to provide its Services to the
- If, in the opinion of the Agency, any request from a Client indicates any illegal purposes on the part of the Client, the Agency may, without notice, report the Client to the relevant authorities. Such authorities may include, but are not limited to, the Police, Social Services, Local Authorities, Department for Work and Pensions, ACAS, the Information Commissioner’s Office; and the Recruitment and Employment Confederation.
- The Agency has no responsibility for paying a Candidate in respect of an Engagement with a Client or otherwise.
- The Agency may take reasonable steps to ensure that Clients and Candidates are aware of any requirements imposed by law or any professional body in respect of the work for which the Client seeks a Candidate to undertake.
4. The Website
- The Website contains details of potential Candidates who have registered with the Agency. Before their details are posted on the Website, the Agency has made reasonable efforts to verify the identity, contact details, and appropriate DBS checks have been provided by the Candidates and each Candidate has confirmed that their details are accurate and contain no material omissions.
- The Agency does not warrant that all the tutors’ details provided on the Website are complete or accurate and Clients are therefore required to satisfy themselves that each and every Candidate to whom they are Introduced or who they interview is suitable in all respects for their particular requirements before offering to Engage or Engaging a
5. The Client’s Obligations
- In order for the Agency to comply with the Conduct Regulations in providing the Services and before any Introductions can be provided, it must first obtain the following Regulated Information from the Client:
- the identity of the Client and, if applicable, the nature of the Client’s business;
- the date on which the Client requires a Candidate to commence work and the duration, or likely duration, of the work if applicable;
- the position which the Client seeks to fill, including the type of work a Candidate in that position would be required to do, the location at which and the hours during which he would be required to work and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
- the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law, or by any professional body, for a Candidate to possess in order to work in the position;
- any expenses payable by or to the Candidate;
- the minimum rate of remuneration and any other benefits which the Client would offer to a person in the position which it seeks to fill, and the intervals at which the person would be paid; and
- the length of notice which a Candidate in such a position would be required to give, and entitled to receive, to terminate the employment with the Client.
- The Client must provide to the Agency the Regulated Information and any other information which is requested by the Agency in order to provide the Services.
- The Client shall use their best endeavours to ensure that all such information when provided to the Agency is complete, accurate and up to date.
- The Client shall ensure that all information (including the Regulated Information)
provided to the Agency does not contain any material which:
- could be regarded as offensive, indecent, obscene, illegal, dishonest, untruthful, defamatory or discriminatory; or
- infringes the rights of any third Parties (including, but not limited to, intellectual property rights).
- The Client must inform the Agency of any health or safety risks or requirements of the vacancies the Client wishes to fill, as well as the action taken by the Client to minimise and control such risks.
- The Client acknowledges that the Agency is under no obligation to provide any of the Services until all the required information (including the Regulated Information) has been provided by the Client in accordance with sub-Clause 5.1.
- The Client shall inform the Agency immediately in the event that any relevant information (including any of the Regulated Information) changes following the submission of that information to the Agency.
- It shall be the sole responsibility of the Client to obtain and to verify any required authorisations, permits or consents including, but not limited to, the following:
- a valid HMRC UTR Number for the Candidate;
- a valid enhanced DBS check (notwithstanding the Agency will carry out DBS checks against all Candidates);
- a copy of the Candidate’s HMRC employment status check;
- copies of the Candidate’s relevant qualification
- It shall be the sole responsibility of the Client to arrange for any required medical examinations or investigations.
- The Client must satisfy itself as to the suitability in all respects of a Candidate for any role or vacancy, and the Client is responsible for taking up any references and checking the validity of qualifications and authorisations.
- Following an Introduction, the Client must notify the Agency immediately of any offer of an Engagement that it makes to a Candidate, or any offer made by a Candidate to that Client to form an Engagement.
- The Client is responsible for agreeing all the terms of an Engagement with a Candidate, including any terms in relation to the cancellation or termination of any Engagement.
- The Client must notify the Agency immediately upon agreeing terms of an Engagement with a Candidate and provide details of the terms of the Engagement including any remuneration to be received by the Candidate, whether in money or monies worth.
- The Client must notify the Agency immediately if, following the Engagement of a Candidate, the Candidate’s remuneration increases at any time during the Engagement, and the Candidate Fee detailed in Clause 6 will be increased accordingly.
- The Client is responsible for payment of all remuneration and expenses to the Candidate under and in accordance with the terms of the Engagement.
- If the Agency makes a request for the information, the Client must confirm to the Agency if any Tutor Session has been changed in any way (including timings), cancelled, re- arranged, postponed, or suspended, either by the Client or the Candidate during an
- Where a Tutor Session is performed at premises other than the Client’s premises, any Student shall either be accompanied by the Client or some other responsible adult nominated in writing to the Candidate by the Client and the Client shall be contactable by the Candidate by mobile phone for the duration of the Tutor Session. All such arrangements shall be confirmed in writing by the Client to the
- Where a Tutor Session takes place at the Client’s premises, the Client or another responsible adult as nominated by the Client in writing to the Candidate shall be present throughout the Tutor Session. The Client shall inform the Candidate before the Student attends any Tutor Session of any medical or other condition affecting the Student which might be or become relevant in relation to that Tutor Session. All such arrangements shall be confirmed in writing by the Client to the Tutor,
- The Client is responsible for the completion of any necessary risk assessment and having the Candidate approve and sign the risk assessment if
- The Client is responsible for ensuring that, where necessary, a personal behaviour plan for the Student is created, whether or not such plan is created by the Client, the Tutor or other third party.
- Where the Client is a local authority, school or other organisation it will be responsible for managing and dealing with the Tutors and dealing with any issues, including any issues with any parent.
- Where the Client is a private individual they will be responsible for managing the relationship with the tutor and any issues that arise with the Tutor. In the event a client is not satisfied with a tutor they should contact the agency to discuss the possibility of matching to an alternative tutor.
- The Client shall not hire, use or engage or attempt to hire, use or engage whether directly or indirectly any person whose information or details are available on the Website at any time after the Client has accessed or viewed such information on the Website other than by the means of engaging the Agency to provide the Services. Where the Agency has knowledge of or has reasonable cause to suspect or believe that any such prohibited activity has taken place or is likely to take place the Agency shall take all necessary steps and action that are deemed appropriate, including where the Agency is so advised, taking relevant legal action to restrain such activity or claim damages.
- The prohibition in sub-Clause 23 shall continue in be in force and apply to the Client for a period of six months from the last time that the Candidate performed any services for the Client under an Engagement.
- Without prejudice to sub-Clauses 5.23 and 5.24 and to any other rights under this Agreement, if the Client does hire, use or engage any person in contravention of sub-Clause 23 or sub-Clause 5.24, the Client shall be liable to pay the Agency the Candidate Fee calculated as provided in this Agreement in respect of all of the services performed by such person for the Client from the time the Client hired, used or engaged such person in breach of this Agreement and to make such payment immediately on first written demand by the Agency.
6. Fees and Payment
- A Candidate Fee shall be payable by the Client to the Agency upon the commencement of an Engagement by a Candidate.
- The Client will be advised of the total fee payable per hour for the Engagement by the Candidate (the Combined Rate), of which the Candidate’s remuneration shall be calculated as the amount equal to 70% (seventy percent) of the Combined Rate, and the Candidate Fee payable to the Agency shall be calculated as the amount equal to 30% (thirty percent) of the Combined Rate during the Engagement inclusive of VAT.
- The Combined Rate shall exclude any expenses charged by the Candidate to the Client.
- The Client will be liable for a Candidate Fee when a Candidate commences an Engagement, irrespective of whether the Client has notified the Agency of the Engagement as required under this Agreement.
- The Agency will render an invoice to the Client for a Candidate Fee in respect of each period of time for which a Candidate has delivered Tutor Sessions to the Client under an Engagement.
- The Client must pay the Agency’s Candidate Fee within seven days of receiving each invoice from the Agency unless otherwise agreed or a longer period is stated on any invoice.
- All payments under this agreement shall be made in pounds sterling. If any invoice is paid in any other currency, the Agency reserves the right to reject the payment and insist on payment in pounds sterling, or in the alternative may accept the payment on the following conditions; a) the Agency shall convert the payment into pounds sterling at the prevailing interest rate of its nominated bank accounts, and b) the Client shall be responsible for any fees or commission charged in relation to that conversion, or any shortfall in the payment as a result of the currency conversion.
- The Agency reserves the right to charge interest at the rate of 2% above the Bank of England base rate of interest per annum on any invoiced Candidate Fee that remains unpaid by the Client from the due date to the date of payment.
- At any time following the 2 year anniversary of the Engagement a Client wishes to be released from paying any ongoing Candidate Fee to the Agency, a Client may request to pay a Release Fee. The Agency in its sole discretion shall determine whether it will accept that Release Fee and the release of the Client from any future obligation to pay the Candidate Fee under this agreement.
- Each Party undertakes that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party, it shall, at all times:
- keep confidential all Confidential Information;
- not disclose any Confidential Information to any other Party;
- not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions;
- not make any copies of, record in any way or part with possession of any Confidential Information; and
- ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub- Clauses 7.1.1 to 7.1.4 above.
- Either Party may:
- disclose any Confidential Information to:
- a Candidate
- any sub-contractor or supplier of that Party;
- any governmental or other authority or regulatory body; or
- any employee or officer of that Party or of any of the aforementioned persons;
- to such extent only as is necessary for the purposes contemplated by these Terms and Conditions, or as required by law, and in each case subject to that Party first informing the person in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 184.108.40.206 above or any authorised employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
- disclose any Confidential Information to:
- use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is, or has become, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
- The provisions of this Clause 7 shall continue in force in accordance with their terms, notwithstanding the termination of these Terms and Conditions for any reason.
8. Data Protection
- In this Clause 8: “Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (the “UK GDPR”), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018; the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended; and “personal data” means personal data as defined in the UK GDPR.
- All personal data that either Agency or the Client (“First Party”) may use will be collected, processed, and held by that First Party in accordance with the provisions of Data Protection Legislation and the rights under the Data Protection Legislation of the other Party being, as the case may be, either the Agency or the Client (“Other Party”) and the rights under the Data Protection Legislation of any third Party.
For complete details of the First Party’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Other Party’s and any third Party’s rights and how to exercise them, and personal data sharing (where applicable), the Other Party should refer to the Privacy Notice of the First Party. The respective Privacy Notices of each Party are available on the website, www.sensationaltutors.co.uk.
- Without prejudice to any accrued rights of the Agency, including any ongoing right to receive ongoing payments of any Candidate Fee, either Party may end this Agreement at any time by written notice to the other.
- Without prejudice to sub-Clause 9.1, the Agency may decide to terminate this Agreement if the Client has failed to comply with any one or more of its terms including anything set out in this Agreement.
- If the Agency terminates this Agreement the Agency shall not be liable to the Client for any loss of damage that they may suffer or incur as a direct or indirect result of such
10. Intellectual Property, Privacy and Cookies
As a user of the Agency’s website the Client is bound by all of the Agency’s published terms and conditions and policies which can be read and accessed via the following link https://www.sensationaltutors.co.uk/.
11. Warranties and Indemnities
- Notwithstanding any other provision in this Agreement, the Client warrants and agrees that:
- the information supplied to us for the purposes of providing the Services is comprehensive and correct at the time it is sent;
- the Client will advise the Agency in writing without delay if any of the information the Client has provided to the Agency changes or proves to be inaccurate; and
- the Client is not prevented by the terms of any other agreement, arrangement or restriction (such as a restriction in favour of another employment agency, employment business or a client) from performing any of their obligations under this Agreement or to a Candidate under an Engagement.
- In consideration of our provision of the Services and the terms of this Agreement, the Client agrees to indemnify the Agency and to keep the Agency fully indemnified from and against any and all actions, awards, claims, complaints, costs, debts, demands, expenses, fines, liabilities, losses, outgoings, penalties or proceedings, including legal and other professional fees and expenses, which the Agency may suffer, sustain, incur, pay or be put to arising from or in connection with:
- the Client’s use of the Services;
- any failure by the Client to comply with any of their obligations under this Agreement;
- any negligent or fraudulent act or omission by the Client;
- any employment-related claim brought by the Client or by the Candidate in connection with this Agreement or any Engagement.
12. Relationship of Parties
Nothing in this Agreement constitutes, or will be deemed to constitute, a partnership, joint venture or employment relationship between the Parties and nor does it constitute either Party the agent of the other Party or authorise either Party to make or enter into any commitments for or on behalf of the other.
13. Entire Agreement
This Agreement including any administrative material issued to the Client by the Agency for the purposes of this Agreement constitutes the entire and only legally binding agreement between the Parties in relation to the Services and supersedes any previous understandings, arrangements, representations, negotiations or agreements between us and you whether oral or in writing.
14. Modification and Severance
- The Agency may update this Agreement from time to time for legal, regulatory or other reasons and if it does so the Agency shall forthwith publish details of the modifications on its website and also send the Client you an email detailing the modifications.
- If the Client does not agree to be bound by any modified terms and conditions introduced by the Agency, the Client must immediately cease using the Services upon publication of the modification and inform the agency.
- This Agreement as modified in accordance with this Clause 14 shall represent the entire agreement between us and you, and it supersedes all previous agreements, terms, conditions, representations or claims which may have been made or agreed upon between them.
- If one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable
15. Third Party Rights
The Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement and no person other than you and us will have any rights under it.
- Any notice or other communication (collectively ‘Notices’) to be given under this Agreement will be deemed to be duly given by either Party if:
- sent by first class post addressed to the other Party at (in the case of a Notice to us) our registered office for the time being or (in the case of a Notice to you) your last known address; or
- given personally to (in the case of a Notice to us) [specify details, g. a director] or (in the case of a Notice to you) to you; or
- sent by electronic mail to the company email address in the case of a Notice to us and your email address as notified in writing to us from time to time.
- Any such Notice or communication will be deemed to have been received:
- if sent by first class post, 48 hours (or, if sent to or from a place outside the United Kingdom, seven days) after the time of posting and, in proving service, it will be sufficient to prove that the envelope containing such Notice was properly addressed, stamped and put in the post;
- if sent by email, 24 hours after
17. Force Majeure
Neither Party shall be liable for any failure or delay in performing any of their respective obligations under this Agreement where such failure or delay results from any event, cause or circumstance that is beyond the reasonable control of either of us. Such event, cause or circumstance includes, but is not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, epidemic, pandemic or other natural physical disaster, acts of terrorism, acts of war, governmental action or any other similar or dissimilar event that is beyond the control of either Party.
- The Agency shall not be liable to the Client for any of the following:
- the loss of any information, data or any other materials submitted to the Agency by the Client;
- any errors or inaccuracies present in the information presented to the Client including, but not limited to, information concerning any Candidate;
- the Client’s failure to secure an Engagement with any Candidate whether caused by the Agency’s failure or negligence, its employees or agents, or any other cause;
- any loss or damage of any kind, howsoever caused arising out of the negligence, misconduct, dishonesty, breach of faith or breach of contract on the part of any Candidate;
- any loss or damages of any nature whether direct or indirect including any loss of profits, loss of earnings, loss of business, loss of revenue, loss of anticipated savings, or any consequential damages suffered or incurred by the Client, howsoever caused or arising, whether due to breach of contract, tort (including negligence and breach of statutory duty) or as a result of the Introduction of a Candidate to the Client by the Agency, the Engagement of a Client Introduced by the Agency, the failure of the Agency to Introduce any Candidate to the Client, or otherwise arising out of or in connection with the Services or any agreement for the Services between the Agency and the Client;
- any loss or damage of any kind, howsoever caused arising out of any material submitted to the Agency by the Client; and
- Any loss, damage or harm resulting from the Client failing to fulfill any of its obligations under this agreement.
- Insofar as is permitted by law, the Agency makes no representation, warranty, or guarantee that its services will meet the Client’s requirements or expectations, that they will be fit for a particular purpose, that success or any other specific results may be achieved including without limitation obtaining an Assignment.
- Nothing in these Terms and Conditions shall exclude or otherwise restrict the Agency’s liability either for death or personal injury arising out of its negligence or for fraud.
- The Client irrevocably undertake that they will not at any time during this Agreement and after its termination disclose to any person any confidential information concerning our business except with our prior written
- All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Agency from the Client shall be deleted on termination of this Agreement save in respect of any invoices, receipts and other financial and transactional records between us and you, or any other documents we may be entitled to retain for a legitimate reason under the provisions of any data protection legislation then in force.
- For the purposes of this Clause 19 “confidential information” means information relating to the Agency’s business, its management systems, its finances, any of its transactions and/or those relating to any of its Candidates, and includes any of the Agency’s trade secrets (including formulae, computer programs, processes, methods, inventions, technical data, databases, know-how, training techniques, marketing data, operating procedures, policies and practices and designs) or any other information relating to the Agency’s business or to any of its Clients, suppliers, agents or distributors and any information which is identified to the Client by the Agency as being confidential or secret in nature or which ought reasonably to be regarded as confidential any information.
20. No automatic waiver
- No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
- No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
21. Applicable law and jurisdiction
The validity, construction and performance of this Agreement, and any claim, dispute or matter arising under or in connection with it or its enforceability, will be governed by and construed in accordance with the law of England. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability or the legal relationships established by this Agreement.