The Recitals
By requesting to interview or appoint a candidate through inBeta outside of an MSLA, you agree to be bound by these Terms (the "Standard Terms"). They are effective from March 2023 and supersede all previous standard terms issued by inBeta.
It Is Agreed as follows:
Definitions and Interpretations
“Addendum” means an amendment to the Trading Terms and Conditions. The original Agreement Is still valid;
“Annual Compensation” means the annual remuneration package of the applicant Engaged by the Client, including (without limitation) basic salary or fees, guaranteed bonus, allowances, inducement payments, the benefit of a company car and all other taxable (and, where applicable, non-taxable) payments payable to or receivable by the applicant which form part of the total remuneration for the period of 12 months from the date of commencement of the relevant applicants Engagement with the Client, whether or not the Applicant remains Engaged by the Client for the full 12 months;
“Candidate” means a person, applicant or candidate regarded as suitable for or likely to receive a particular fate, treatment, or position within the Client;
“Client” means the person, firm, or corporate body together with any subsidiary or associated company as defined by the Companies Act 2006 requiring the services of the Consultancy and identified in attached schedule or additional addendum for mandate;
“Data Protection Laws” means any data protection legislation from time to time in force in the United Kingdom including the Data Protection Act 2018 or any successor legislation and, for so long as and to the extent that the law of the European Union has legal effect in the United Kingdom, the General Data Protection Regulation (EU) 2016/679 and any other directly applicable EU regulations relating to data protection and “DPA” shall be construed accordingly;
“Engagement” means the employment, engagement or other use, directly or indirectly, of a applicant on a permanent, temporary or other basis, whether under a contract of service or contract for services, or under an inBeta, licensee, franchise, partnership agreement or otherwise, and "Engage", "Engages" and "Engaged" shall be construed accordingly;
“Fee” means the fee payable by the Client to the inBeta for an Introduction resulting in an Engagement outside of an MSLA;
“Introduction” means the receipt of engaged prospect, profile or resume of a person (whether in paper, electronic or another format and “Introduced” shall be construed accordingly;
“Mandate” means the Client has authorised and briefed inBeta to carry out the provision of recruitment services for a specific position within the Clients business, each brief requires an authorised Mandate received as an addendum between the Client and inBeta prior to inBeta proceeding with deliverables, and "Mandated” shall be construed accordingly;
“Master Service
Level Agreement” means a signed overarching framework services contract between inBeta and the Client for terms of engagement for future work, and “Framework Agreement”, “Supplier Agreement” shall be construed accordingly; an active, signed MSLA overrides all other Terms.
“Personal Data” means in relation to any applicant, may include contact details, references aand/or any other information provided or otherwise collated for the purpose of assessment;
“Standard Terms” means Trading Terms and Conditions ("Terms") apply to all clients ("Client", "you", "your") who have not signed a Master Service Level Agreement (“MSLA”) with inBeta Limited ("inBeta", "we", "us", "our").
1.2 Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine, or transgender and vice versa.
1.3 The headings contained in this Agreement are for convenience only and do not affect their interpretation.
1.4 Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of this Agreement) and all subordinate legislation made (before or after this Agreement) under it from time to time.
1.5 inBeta acts as an employment inBeta (as defined in Section 13(2) of the Employment Agencies Act 1973) when Introducing Candidates to the Client for direct Engagement by that Client.
2. The Agreement
2.1 These Terms are deemed to be accepted by the Client by virtue of an Introduction to or the Engagement of a Candidate, or the passing by the Client of any information about a Candidate to any third party following an Introduction. They apply whether or not the Client is also seeking to fill the relevant vacancy by other means (including internal recruitment, other instructed third-party).
2.2 No variation or alteration to these Terms shall be valid unless approved by a Director of the inBeta in writing. Any such variation or alteration shall refer specifically to this clause and state the date from which the change applies.
2.3 Unless otherwise agreed in writing by a Director of the inBeta, or in possession of a signed MSLA, these Terms prevail over any terms of business or purchase conditions put forward by the Client, even if such terms are put forward by the Client subsequent to these Terms being brought to the Client's attention.
2.4 inBeta will decline to accept any instruction in relation to sourcing a Candidate where it believes that instruction to amount to unlawful discrimination.
3. Fees and Information
3.1 The Client agrees to:
3.1.1 notify the inBeta immediately of the terms of any offer of an Engagement which it makes to a Candidate;
3.1.2 notify the InBeta immediately that its offer of an Engagement to the Candidate has been accepted and to provide details to the InBeta of the Remuneration agreed with the Candidate together with any documentary evidence as requested by the InBeta;
3.1.3 pay the Introduction Fee, to be calculated in accordance with the provisions of this clause 3, by the due date for payment in clause 3.2.
3.2 The Introduction Fee calculated in accordance with clause 3.3 below is payable if the Client Engages the Candidate within the period of [12] calendar months from the date of
(a) the Introduction,
(b) the Client's withdrawal of an offer of Engagement
(c) the Candidate's rejection of an offer of an Engagement, (whichever is the later).
3.3 The Introduction Fee equals the 33% of the relevant applicant's Annual Compensation. If the Client fails to provide details of the Annual Compensation, the InBeta reserves the right to determine a reasonable amount (using market rates) for the Annual Compensation for the purpose of calculating of its fee.
3.4 Where prior to the commencement of the Engagement the InBeta and the Client agree that the Engagement will be on the basis of a fixed term, the Introduction Fee shall be calculated on a pro-rata basis. If the Client
(a) extends the Engagement beyond the initial fixed term, or
(b) re-Engages the Candidate within 12 calendar months from the date of termination of the agreed period of the fixed term Engagement, then the Client shall be liable to pay a further Introduction Fee based on the additional Remuneration applicable for (a) the extended period of Engagement or (b) the period of the second and any subsequent Engagement(s).
4. Payment
All invoices for fees pursuant to these Terms are payable by the client within 30 days of the date of the invoice.
4.1 VAT will be charged at the prevailing rate at the time of invoicing.
4.2 If the Client requires a purchase order number, the Client will make inBeta aware within 72 hours of notification that an invoice is due to be raised.
4.3 if the Client has failed to provide a purchase order number within 72 hours, inBeta will release an invoice without a purchase order number with reference to this clause 4.
5. Non-payment and Interest
5.1 If the Client's fails to pay any of inBeta's invoices within 30 days of the date of the invoice (in accordance with clause 11) the guarantee in clause 6 will cease to apply: and
5.2 inBeta reserves the right to charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 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. Credit
6.1 If an offer has been made and accepted by a Candidate, but the Engagement
(a) does not commence because the Candidate withdraws their acceptance; or
(b) once an Engagement has commenced it is terminated by either the Candidate or the Client due to no fault of the Candidate (except in circumstances where the Candidate is made redundant) before the expiry of 12 weeks from the date of commencement of the Engagement, then subject to the terms of clause
6.2 the inBeta will credit the Introduction Fee to be utilised by the Client within 12 months on any inBeta service.
6.3 In order to qualify for the credit set out in clause 6.2 the Client must:
6.3.1 must notify the inBeta in writing of the termination of the Engagement or the non-commencement of the Engagement within 5 days of its termination or non-commencement
6.3 No credit will be made where:
6.3.1 the Client has terminated the Engagement for no material reason determined at the discretion of the InBeta acting reasonably;
7. Confidentiality
7.1 inBeta shall only share business information of the Client which is immediately necessary and proper within the course and scope of the mandate and/or as reasonably required to be disclosed to applicants.
7.2 Introduction of applicants supplied by inBeta to the Client are confidential and should not be disclosed to any other person or third party without inBeta's prior written consent.
7.2.1 the Client may only use any documentation supplied for the purpose of selecting applicants for interview and deciding whether to Engage an applicant.
7.3 If the client decides not to Engage an applicant, the Client undertakes to remove, delete or destroy all Personal Data.
7.4 In the case of alteration to a Master Service Level Agreement, or subsequent addendum, and or Terms between the Client and inBeta, the Client agrees not any specific details contained in these to any third party.
8. Data Processing, Handling and Protection
8.1 In relation to the performance of its obligations under these Terms, each party shall comply strictly with all requirements of the Data Protection Laws applicable to it.
8.2 Neither party shall, by any act or omission, cause the other party to breach any of the Data Protection Laws in connection with these Terms.
8.3 The parties acknowledge and agree that:
8.3.1 each party shall be a data controller in respect of the Personal Data of applicants that may be exchanged between them, and neither party is the processor for the other; and
8.3.2 each party shall be responsible for complying with all applicable Data Protection Laws relevant to its own processing of the Personal Data concerned.
9. Background Checks and References
9.1 inBeta will always instruct in-depth background checks and referencing as part of a retained mandate on the Clients behalf, though it is recommended that the Client:
9.1.1 delivers all offers of Engagement subject to receiving satisfactory references; and
9.1.2 verifies to its own satisfaction the suitability of all statements made by or on behalf of an applicant and ensuring that any legal, professional body or other requirements relating to (without limitation) training, qualifications, professional certification, medical requirements and immigration statues are satisfied.
10. Liability
10.1 Throughout all mandates, inBeta will ensure every effort is made with the suitability of applicants introduced and to maintain a high standard of service to the Client, inBeta makes no warranty, express or implied, as to the suitability of any candidate Introduced to the Client.
Neither inBeta nor any of its staff shall be liable to the Client for any loss, liability, damage, costs, claims or expenses suffered or incurred by the Client arising from, or connected with, the Introduction, recruitment or Engagement of any applicant Introduced by inBeta, howsoever arising, provided that nothing in this clause 10 shall be construed as purporting to exclude or restrict inBeta's liability to the Client for personal injury or death resulting from inBeta's own negligence, nor as otherwise may be prohibited by law.
10.2 The Client acknowledges that in entering into these Terms it has not relied on any representations or warranties or other assurances by inBeta other than those expressly set out in these Terms, provided that nothing in this clause 10 shall operate to limit and exclude any liability for fraudulent misrepresentation between inBeta and the Client.
11. Variations and Addendums
Variations, addendums or amendment to these Terms is only effective if it is in writing and signed on behalf of each party by a person duly authorised by that party.
12. Law and Jurisdiction
These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with English law and the parties agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.